UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 x ANNUAL REPORT PURSUANT TO SECTION
13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

or

 o TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____ to _____

Commission file number of the issuing entity: 333-226082-02

 Central Index Key Number of the issuing entity:
0001771501

 GS Mortgage Securities Trust
2019-GC39

 (exact name of the issuing entity as specified in its
charter)

 Central Index Key Number of the depositor: 0001004158

 GS Mortgage Securities Corporation
II

 (exact name of the depositor as specified in its
charter)

 Central Index Key Number of the sponsor: 0001541502

 Goldman Sachs Mortgage Company

 (exact name of the sponsor as specified in its charter)

 Central Index Key Number of the sponsor: 0001701238

 Citi Real Estate Funding Inc.

 (exact name of the sponsor as specified in its charter)

 New York

 (State or other jurisdiction of

 incorporation or organization of

 the issuing entity)

 38-4117280

 38-4117281

 38-7221293

 (I.R.S. Employer

 Identification Numbers)

c/o Computershare Trust Company, National Association, as agent for

 Wells Fargo Bank, National Association

 as Certificate Administrator

 9062 Old Annapolis Road

 Columbia, MD

 (Address of principal
executive offices of the issuing entity)

 21045

 (Zip Code)

 Registrant's telephone number,
including area code:

 (212) 902-1000

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 None

 Securities registered pursuant to Section 12(g) of the
Act: None.

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. o Yes
No

 Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act. o Yes
No

 Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes o No

 Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was
required to submit such files).

 Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller
reporting company, or an emerging growth company. See the definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company," and
"emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated
filer o
Accelerated
filer
o

 Non-accelerated
filer

Smaller reporting
company
o

Emerging growth
company
o

 If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. o

 Indicate by check mark whether the registrant has filed a
report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm
that prepared or issued its audit report. o

 If securities are registered pursuant to Section 12(b) of the
Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued
financial statements. o

 Indicate by check mark whether any of those error corrections
are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the
relevant recovery period pursuant to §240.10D-1(b). o

 Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act). o Yes No

 State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.

 Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court. o
Yes o
No

 Indicate the number of shares outstanding of each of the
registrant's classes of common stock, as of the latest practicable date.

 DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into
which the document is incorporated: (1) Any annual report to security holders;
(2) Any proxy or information statement; and (3) Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to
security holders for fiscal year ended December 24, 1980).

 EXPLANATORY NOTES

 The 59 Maiden Lane Mortgage Loan, the Moffett
Towers II Building V Mortgage Loan, the Albertsons Industrial - PA Mortgage
Loan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel Portfolio
Mortgage Loan and the Lakeside Apartments Mortgage Loan, which constituted
approximately 9.3%, 8.1%, 7.7%, 6.9%, 6.2% and 4.4%, respectively, of the asset
pool of the issuing entity as of its cut-off date, are each an asset of the
issuing entity and are each part of a loan combination that includes (a) with
respect to the 59 Maiden Lane Mortgage Loan, two other pari passu loans,
which are not assets of the issuing entity, (b) with respect to the Moffett
Towers II Building V Mortgage Loan, three other pari passu loans and
four subordinate companion loans, each of which are not assets of the issuing
entity, (c) with respect to the Albertsons Industrial - PA Mortgage Loan, one
other pari passu loan, which is not an asset of the issuing entity, (d)
with respect to the Waterford Lakes Town Center Mortgage Loan, three other pari
passu loans, which are not assets of the issuing entity, (e) with respect
to the Arbor Hotel Portfolio Mortgage Loan, one other pari passu loan,
which is not an asset of the issuing entity and (f) with respect to the
Lakeside Apartments Mortgage Loan, one other pari passu loan, which is
not an asset of the issuing entity. These loan combinations, including the 59
Maiden Lane Mortgage Loan, the Moffett Towers II Building V Mortgage Loan, the
Albertsons Industrial - PA Mortgage Loan, the Waterford Lakes Town Center
Mortgage Loan, the Arbor Hotel Portfolio Mortgage Loan and the Lakeside
Apartments Mortgage Loan, are being serviced and administered pursuant to the
Pooling and Servicing Agreement, which is incorporated by reference as Exhibit
4.1 to this Annual Report on Form 10-K.

 The 365 Bond Mortgage Loan,
previously an asset of the issuing entity, was not an asset of the issuing
entity during the reporting period and is omitted from this Annual Report on
Form 10-K and will be omitted from subsequent Annual Reports on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the 101 California Street Mortgage Loan, which
constituted approximately 9.7% of the asset pool of the issuing entity as of
its cut-off date. The 101 California Street Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the 101
California Street Mortgage Loan, eight other pari passu loans and two
subordinate companion loans, which are not assets of the issuing entity. A pari
passu portion of the loan combination was securitized in the CALI Mortgage
Trust 2019-101C transaction (the " CALI 2019-101C Transaction "). This
loan combination, including the 101 California Street Mortgage Loan, is being
serviced and administered pursuant to the trust and servicing agreement for the
CALI 2019-101C Transaction, which is incorporated by reference as Exhibit 4.2
to this Annual Report on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the Tulsa Office Portfolio Mortgage Loan, which
constituted approximately 2.5% of the asset pool of the issuing entity as of
its cut-off date. The Tulsa Office Portfolio Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the Tulsa
Office Portfolio Mortgage Loan and one other pari passu loan, which is
not an asset of the issuing entity. The other pari passu portion of the
loan combination was securitized in the Benchmark 2019-B10 Mortgage Trust
transaction, Commission File Number 333-226943-02 (the " Benchmark 2019-B10
Transaction "). This loan combination, including the Tulsa Office Portfolio
Mortgage Loan, is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2019-B10
Transaction, which is incorporated by reference as Exhibit 4.3 to this
Annual Report on Form 10-K. The Soho Beach House Mortgage Loan, previously an
asset of the issuing entity being serviced under the pooling and servicing
agreement for the Benchmark 2019-B10 Transaction, was not an asset of the
issuing entity during the reporting period and is omitted from this Annual Report
on Form 10-K and will be omitted from subsequent Annual Reports on Form 10-K.

 The Exhibit Index describes
exhibits provided by certain parties (in their capacities indicated on the
Exhibit Index) with respect to the 57 East 11th Street Mortgage Loan, which
constituted approximately 1.9% of the asset pool of the issuing entity as of
its cut-off date. The 57 East 11th Street Mortgage Loan is an asset of
the issuing entity and is part of a loan combination that includes the 57 East
11th Street Mortgage Loan and two other pari passu loans, which are not
assets of the issuing entity. This loan combination, including the 57 East 11th
Street Mortgage Loan, was serviced under the Pooling and Servicing Agreement
for the issuing entity prior to the closing of the securitization of a pari
passu portion of the 57 East 11th Street loan combination in the GS
Mortgage Securities Trust 2019-GC40 transaction, Commission File Number
333-226082-03 (the " GSMS 2019-GC40 Transaction "). After the
closing of the GSMS 2019-GC40 Transaction on July 11, 2019, this loan
combination, including the 57 East 11th Street Mortgage Loan was, and will
continue to be, serviced and administered pursuant to the pooling and servicing
agreement with respect to the GSMS 2019-GC40 Transaction, which is incorporated
by reference as Exhibit 4.4 to this Annual Report on Form 10-K.

 The master servicer of a pooling
and servicing agreement or trust and servicing agreement also functions as the
primary servicer of the related mortgage loans serviced and administered
pursuant to such agreement unless a separate primary servicer is identified
herein. If this report does not identify a separate primary servicer, the
servicer compliance statement provided by the master servicer under any such
agreement also encompasses its responsibilities as primary servicer of the
related mortgage loan or mortgage loans.

 Midland Loan Services, a Division
of PNC Bank, National Association is the master servicer of the mortgage loans
serviced under the Pooling and Servicing Agreement, the primary servicer and
special servicer of the 101 California Street Mortgage Loan and the primary
servicer of the 57 East 11th Street Mortgage Loan. As a result, Midland Loan
Services, a Division of PNC Bank, National Association is a "servicer" as
defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation reports
and servicer compliance statements delivered by Midland Loan Services, a
Division of PNC Bank, National Association in the capacities described above
are listed in the Exhibit Index.

 KeyBank National Association is
the special servicer of the mortgage loans serviced under the Pooling and
Servicing Agreement and the primary servicer of the Tulsa Office Portfolio
Mortgage Loan. As a result, KeyBank National Association is a "servicer" as
defined in Item 1108(a)(2)(iii) of Regulation AB, in the capacities described
above, because it is servicing mortgage loans that constituted 10% or more of
the assets of the issuing entity as of its cut-off date. The assessments of
compliance with applicable servicing criteria, accountants' attestation reports
and servicer compliance statements delivered by KeyBank National Association in
the capacities described above are listed in the Exhibit Index.

 Wells Fargo Bank, National
Association is the custodian of the mortgage loans serviced under the Pooling
and Servicing Agreement, the 101 California Street Mortgage Loan, the Tulsa
Office Portfolio Mortgage Loan and the 57 East 11th Street Mortgage Loan.
As a result, Wells Fargo Bank, National Association is a servicing function
participant in the capacities described above, because it is servicing mortgage
loans that constituted 5% or more of the assets of the issuing entity as of its
cut-off date. The assessments of compliance with applicable servicing criteria
and accountants' attestation reports delivered by Wells Fargo Bank, National
Association in the capacities described above are listed in the Exhibit Index.

 Pentalpha Surveillance LLC is the
operating advisor of the 101 California Street Mortgage Loan, the Tulsa Office
Portfolio Mortgage Loan and the 57 East 11th Street Mortgage Loan. As a
result, Pentalpha Surveillance LLC is a servicing function participant in the
capacities described above, because it is servicing mortgage loans that
constituted 5% or more of the assets of the issuing entity as of its cut-off
date. The assessments of compliance with applicable servicing criteria and
accountants' attestation reports delivered by Pentalpha Surveillance LLC in the
capacities described above are listed in the Exhibit Index.

 Wells Fargo Bank, National
Association acts as trustee of the 59 Maiden Lane Mortgage Loan, the Moffett
Towers II Building V Mortgage Loan, the Albertsons Industrial - PA Mortgage
Loan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel Portfolio
Mortgage Loan, the Lakeside Apartments Mortgage Loan, the 101 California Street
Mortgage Loan, the Tulsa Office Portfolio Mortgage Loan and the 57 East 11th
Street Mortgage Loan. Pursuant to the Pooling and Servicing Agreement,
the trust and servicing agreement for the CALI 2019-101C Transaction, the
pooling and servicing agreement for the Benchmark 2019-B10 Transaction and the
pooling and servicing agreement for the GSMS 2019-GC40 Transaction, the trustee
is required to provide an assessment of compliance with applicable servicing
criteria solely with respect to Item 1122(d)(2)(iii) of Regulation AB
(regarding advances of funds or guarantees regarding collections, cash flows or
distributions, and any interest or other fees charged for such advances, are
made, reviewed and approved as specified in the transaction agreements).
However, during the reporting period, the trustee did not perform any servicing
function with respect to the servicing criteria specified in Item
1122(d)(2)(iii) of Regulation AB. The master servicer or the special
servicer, to the extent required, performed the servicing function identified
with respect to Item 1122(d)(2)(iii) of Regulation AB, and each such party
included Item 1122(d)(2)(iii) of Regulation AB in the assessment of compliance
with applicable servicing criteria and accountant's attestation report for the
subject transaction. As a result, this Annual Report on Form 10-K does
not include an assessment of compliance with applicable servicing criteria of
the trustee. One or more other servicers of the 59 Maiden Lane Mortgage Loan,
the Moffett Towers II Building V Mortgage Loan, the Albertsons Industrial - PA
Mortgage Loan, the Waterford Lakes Town Center Mortgage Loan, the Arbor Hotel
Portfolio Mortgage Loan, the Lakeside Apartments Mortgage Loan, the 101
California Street Mortgage Loan, the Tulsa Office Portfolio Mortgage Loan and
the 57 East 11th Street Mortgage Loan have delivered one or more assessments of
compliance with respect to Item 1122(d)(2)(iii) of Regulation AB.

 This Annual Report on Form 10-K includes an assessment of
compliance with applicable servicing criteria, accountants' attestation report
and servicer compliance statement from Computershare Trust Company, National
Association (" CTCNA "). CTCNA was engaged by Wells Fargo Bank,
National Association (" Wells Fargo "), in its capacity as certificate
administrator and custodian, to perform certain specified servicing functions
identified in the assessment of compliance with applicable servicing criteria
and accountants' attestation reports. Wells Fargo engaged CTCNA in
connection with the sale of Wells Fargo's corporate trust services business to
CTCNA and its affiliates. Further, under the principles-based definition
of "servicer" set forth in Item 1101(j) of Regulation AB that looks to the
functions that an entity performs, this party is a "servicer" for the purposes
of Item 1123 of Regulation AB. See Compliance and Disclosure
Interpretations, Section 301.01 (Item 1101(j)).

 The assessments of compliance with
applicable servicing criteria, accountants' attestation reports and servicer
compliance statements of the certificate administrator of the 101 California
Street Mortgage Loan, the Tulsa Office Portfolio Mortgage Loan and the 57 East
11th Street Mortgage Loan are omitted from this Annual Report on Form 10-K as
the certificate administrator pursuant to the related pooling and servicing
agreement or trust and servicing agreement does not perform any activities that
address servicing criteria with respect to the issuing entity and because they
are each not a "servicer" that meets the criteria in Item 1108(a)(2)(i) through
(iii) of Regulation AB.

 With respect to the pari passu
loan combinations that include the Tulsa Office Portfolio Mortgage Loan and the
57 East 11th Street Mortgage Loan, (i) the reports on assessment of compliance
with servicing criteria and attestation reports on assessment of compliance
with servicing criteria of Argentic Services Company LP as special servicer of
the Tulsa Office Portfolio Mortgage Loan and LNR Partners, LLC as special
servicer of the 57 East 11th Street Mortgage Loan, listed on the Exhibit Index
are omitted from this Annual Report on Form 10-K as they are not required to be
included on this Annual Report on Form 10-K per Instruction 3 to Item 1122 of
Regulation AB because they are parties performing activities that address
servicing criteria relating to 5% or less of the assets of the issuing entity;
and (ii) the servicer compliance statements of Argentic Services Company LP as
special servicer of the Tulsa Office Portfolio Mortgage Loan and LNR Partners,
LLC as special servicer of the 57 East 11th Street Mortgage Loan, listed on the
Exhibit Index are omitted from this Annual Report on Form 10-K as they are not
required by Item 1123 of Regulation AB to be included on this Annual Report on
Form 10-K because they are each an unaffiliated party that is not a "servicer"
that meets the criteria in Item 1108(a)(2)(i) through (iii) of Regulation AB.

 Item 1. Business.

 Item 1A. Risk Factors.

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

 Item 2. Properties.

 Item 3. Legal Proceedings.

 Item 4. Mine Safety Disclosures.

 Item 5. Market for Registrant's Common Equity,
Related Stockholder Matters and Issuer Purchases of Equity Securities.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures
About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes in and Disagreements With
Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions
that Prevent Inspections.

 None.

 Item 10. Directors, Executive Officers and Corporate
Governance.

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters.

 Item 13. Certain Relationships and Related
Transactions, and Director Independence.

 Item 14. Principal Accountant Fees and Services.

 ADDITIONAL DISCLOSURE ITEMS FOR REGULATION AB

 Item 1112(b) of Regulation AB, Significant Obligor
Financial Information.

 No single obligor represents 10% or more of the pool assets
held by the issuing entity.

 Item 1114(b)(2) of Regulation AB, Significant Enhancement
Provider Financial Information.

 No entity or group of affiliated entities provides any external credit
enhancement or other support for the certificates within this transaction as
described under Item 1114(a) of Regulation AB.

 Item 1115(b) of Regulation AB, Certain Derivatives
Instruments (Financial Information).

 No entity or group of affiliated entities provides any
derivative instruments or other support for the certificates within this
transaction as described under Item 1115 of Regulation AB.

 Item 1117 of Regulation AB, Legal Proceedings.

 The registrant knows of no material pending legal proceeding
involving the trust or any party related to the trust, other than routine
litigation incidental to the duties of those respective parties, and the
following, with respect to Wells Fargo Bank, National Association, as
certificate administrator, trustee, and custodian.

 In December 2014, Phoenix Light SF Limited (Phoenix Light)
and certain related entities filed a complaint in the United States District
Court for the Southern District of New York alleging claims against Wells Fargo
Bank, N.A., in its capacity as trustee for a number of residential
mortgage-backed securities (RMBS) trusts. Complaints raising similar
allegations have been filed by Commerzbank AG in the Southern District of New
York, IKB International and IKB Deutsche Industriebank (together, IKB) in New York
state court, and Park Royal I LLC and Park Royal II LLC in New York state
court. In each case, the plaintiffs allege that Wells Fargo Bank, N.A., as
trustee, caused losses to investors, and plaintiffs assert causes of action
based upon, among other things, the trustee's alleged failure to notify and
enforce repurchase obligations of mortgage loan sellers for purported breaches
of representations and warranties, notify investors of alleged events of
default, and abide by appropriate standards of care following alleged events of
default. In July 2022, the district court dismissed Phoenix Light's claims and
certain of the claims asserted by Commerzbank AG, and subsequently entered
judgment in each case in favor of Wells Fargo Bank, N.A. In August 2022, Phoenix
Light and Commerzbank AG each appealed the district court's decision to the
United States Court of Appeals for the Second Circuit. Phoenix Light dismissed
its appeal in May 2023, terminating its case. In October 2024, the Second
Circuit denied Commerzbank AG's appeal. In November 2023, Wells Fargo Bank,
N.A. entered into an agreement with IKB to resolve IKB's claims. Wells Fargo
Bank, N.A. previously settled two class actions filed by institutional
investors and an action filed by the National Credit Union Administration with
similar allegations.

 Item 1119 of Regulation AB, Affiliations and Certain
Relationships and Related Transactions.

 The information regarding this Item has been previously
provided in the prospectus of the Registrant relating to the issuing entity
filed on May 23, 2019 pursuant to Rule 424(b)(2).

 Item 1122 of Regulation AB, Compliance with Applicable
Servicing Criteria.

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the mortgage loans are attached
hereto under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA
to the Pooling and Servicing Agreement incorporated by reference as Exhibit 4.1
to this Annual Report on Form 10-K is a chart identifying the entities
participating in a servicing function for the transaction responsible for each
applicable servicing criteria set forth in Item 1122(d).

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the 101 California Street Mortgage
Loan, which is being serviced and administered pursuant to the trust and
servicing agreement for the CALI 2019-101C Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit L to the
trust and servicing agreement for the CALI 2019-101C Transaction incorporated
by reference as Exhibit 4.2 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the CALI
2019-101C Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the Tulsa Office Portfolio Mortgage
Loan and, which is being serviced and administered pursuant to the pooling and
servicing agreement for the Benchmark 2019-B10 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Schedule II to
the pooling and servicing agreement for the Benchmark 2019-B10 Transaction
incorporated by reference as Exhibit 4.3 to this Annual Report on Form 10-K is
a chart identifying the entities participating in a servicing function for the
Benchmark 2019-B10 Transaction responsible for each applicable servicing
criteria set forth in Item 1122(d).

 The reports on assessments of compliance with the servicing
criteria for asset-backed securities and related attestation reports on such
assessments of compliance with respect to the 57 East 11th Street Mortgage
Loan, which is being serviced and administered pursuant to the pooling and
servicing agreement for the GSMS 2019-GC40 Transaction, are attached hereto
under Item 15 to this Annual Report on Form 10-K. Attached as Exhibit AA to the
pooling and servicing agreement for the GSMS 2019-GC40 Transaction incorporated
by reference as Exhibit 4.4 to this Annual Report on Form 10-K is a chart
identifying the entities participating in a servicing function for the GSMS
2019-GC40 Transaction responsible for each applicable servicing criteria set
forth in Item 1122(d).

 Item 1123 of Regulation AB, Servicer Compliance Statement.

 The servicer compliance statements are attached as Exhibits
to this Annual Report on Form 10-K.

 Item 15. Exhibits and Financial Statement Schedules.

 (a) The following is a list of documents filed as part of
this Annual Report on Form 10-K:

 (1) Not applicable

 (2) Not applicable

 (3) See below

 4.1
 Pooling and Servicing Agreement, dated as of May 1, 2019,
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer,
KeyBank National Association, as Special Servicer, Wells Fargo Bank, National
Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor and Asset Representations Reviewer
(filed as Exhibit 4.1 to the registrant's Current Report on Form 8-K filed on
May 23, 2019 under Commission File No. 333-226082-02 and incorporated by
reference herein).

 4.2
 Trust and Servicing Agreement, dated as of March 6, 2019,
by and among GS Mortgage Securities Corporation II, as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special
Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Custodian and Trustee, and Pentalpha Surveillance LLC, as Operating Advisor
(filed as Exhibit 4.2 to the registrant's Current Report on Form 8-K filed on
May 23, 2019 under Commission File No. 333-226082-02 and incorporated by
reference herein).

 4.3
 Pooling and Servicing Agreement, dated as of April 1,
2019, by and among Deutsche Mortgage & Asset Receiving Corporation, as
Depositor, KeyBank National Association, as Master Servicer, LNR Partners, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Wells
Fargo Bank, National Association, as Certificate Administrator, Paying Agent
and Custodian, and Pentalpha Surveillance LLC, as Operating Advisor and Asset
Representations Reviewer (filed as Exhibit 4.4 to the registrant's Current
Report on Form 8-K filed on May 23, 2019 under Commission File No.
333-226082-02 and incorporated by reference herein).

 4.4
 Pooling and Servicing Agreement, dated as of July 1,
2019, by and among GS Mortgage Securities Corporation II, as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer, Wells Fargo Bank, National Association, as Certificate
Administrator and as Trustee, and Pentalpha Surveillance LLC, as Operating
Advisor and Asset Representations Reviewer (filed as Exhibit 4.1 to the
registrant's Current Report on Form 8-K filed on July 16, 2019 under Commission
File No. 333-226082-02 and incorporated by reference herein).

 4.5
 Amended and Restated Co-Lender Agreement, dated as of May
3, 2019, by and among, Wells Fargo Bank, National Association, as Trustee for
the Benefit of the Registered Holders of the CALI 2019-101C Mortgage Trust,
Commercial Mortgage Pass-Through Certificates, Series 2019-101C, as Note A-1
Holder, Note A-2 Holder, Note B-1 Holder and Note B-2 Holder, Wells Fargo Bank,
National Association, as Trustee for the Benefit of the Registered Holders of
the Benchmark 2019-B10 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B10, as Note A-8 Holder and Note A-9 Holder, Goldman
Sachs Mortgage Company, as Initial Note A-3 Holder, Initial Note A-4 Holder and
Initial Note A-5 Holder, and JPMorgan Chase Bank, National Association, as
Initial Note A-6 Holder and Initial Note A-7 Holder (filed as Exhibit 4.5 to

 4.6
 Agreement Between Note Holders, dated as of April 11,
2019, by and between Citi Real Estate Funding Inc., as Initial Note A-1 Holder,
Citi Real Estate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate
Funding Inc., as Initial Note A-3 Holder (filed as Exhibit 4.6 to the
registrant's Current Report on Form 8-K filed on May 23, 2019 under Commission
File No. 333-226082-02 and incorporated by reference herein).

 4.7
 Agreement Between Noteholders, dated as of March 8, 2019,
by and among Goldman Sachs Bank USA, as Initial Note A-2 Holder, Initial Note
A-3 Holder, Initial Note A-4 Holder, Initial Note B-2 Holder and Initial Note
C-2 Holder, and Deutsche Bank AG, New York Branch, as Initial Note A-1 Holder,
Initial Note B-1 Holder and Initial Note C-1 Holder (filed as Exhibit 4.7 to

 4.8
 Co-Lender Agreement, dated as of February 27, 2019, by
and between Goldman Sachs Mortgage Company, as Initial Note A-1 Holder, and
Goldman Sachs Mortgage Company, as Initial Note A-2 Holder (filed as Exhibit
4.8 to the registrant's Current Report on Form 8-K filed on May 23, 2019 under

 4.9 Agreement Between Noteholders, dated as of May 23, 2019,
by and among Goldman Sachs Bank USA, as Initial Note A-1-A Holder and Initial
Note A-1-B Holder, and Bank of America, N.A., as Initial Note A-2-A Holder and
Initial Note A-2-B Holder (filed as Exhibit 4.9 to the registrant's Current
Report on Form 8-K filed on May 23, 2019 under Commission File No.
333-226082-02 and incorporated by reference herein).

 4.10 Co-Lender Agreement, dated as of April 17, 2019, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and Citi
Real Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.10 to

 4.11 Co-Lender Agreement, dated as of March 1, 2019, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and Citi
Real Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.12 to

 4.12 Co-Lender Agreement, dated as of April 11, 2019, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, and Citi
Real Estate Funding Inc., as Initial Note A-2 Holder (filed as Exhibit 4.13 to

 4.13 Co-Lender Agreement, dated as of May 15, 2019, by and
between Citi Real Estate Funding Inc., as Initial Note A-1 Holder, Citi Real
Estate Funding Inc., as Initial Note A-2 Holder, and Citi Real Estate Funding
Inc., as Initial Note A-3 Holder (filed as Exhibit 4.15 to the registrant's
Current Report on Form 8-K filed on May 23, 2019 under Commission File No.
333-226082-02 and incorporated by reference herein).

 Rule 13a-14(d)/15d-14(d) Certifications.

Reports on assessment of compliance with servicing criteria for asset-backed
securities.

 33.1
National Association, as Master Servicer

 33.2

 33.3
 Wells Fargo Bank, National Association, as Trustee
and Certificate Administrator

 33.4
Custodian

 33.5
Advisor

 33.6
as Servicing Function Participant for the Certificate Administrator

 33.7
as Servicing Function Participant for the Custodian

 33.8
Servicer

 33.9
National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan
(see Exhibit 33.1)

 33.10
of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.2)

 33.11
Wells Fargo Bank, National Association, as Trustee of the 59 Maiden Lane

 33.12
Custodian of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.4)

 33.13
Advisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 33.5)

 33.14

 33.15
National Association, as Primary Servicer of the Moffett Towers II Building V
Mortgage Loan (see Exhibit 33.1)

 33.16
 KeyBank National Association, as Special Servicer of
the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.2)

 33.17
Wells Fargo Bank, National Association, as Trustee of the Moffett Towers II
Building V Mortgage Loan (Omitted. See Explanatory Notes.)

 33.18
Custodian of the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.4)

 33.19
Advisor of the Moffett Towers II Building V Mortgage Loan (see Exhibit 33.5)

 33.20

 33.21
National Association, as Primary Servicer of the Albertsons Industrial - PA
Mortgage Loan (see Exhibit 33.1)

 33.22
of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.2)

 33.23
Wells Fargo Bank, National Association, as Trustee of the Albertsons Industrial
- PA Mortgage Loan (Omitted. See Explanatory Notes.)

 33.24
Custodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.4)

 33.25
Advisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 33.5)

 33.26

 33.27
National Association, as Primary Servicer of the Waterford Lakes Town Center
Mortgage Loan (see Exhibit 33.1)

 33.28
of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.2)

 33.29
Wells Fargo Bank, National Association, as Trustee of the Waterford Lakes Town
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 33.30
Custodian of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.4)

 33.31
Advisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 33.5)

 33.32

 33.33
National Association, as Primary Servicer of the Arbor Hotel Portfolio Mortgage
Loan (see Exhibit 33.1)

 33.34
of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.2)

 33.35
Wells Fargo Bank, National Association, as Trustee of the Arbor Hotel Portfolio

 33.36
Custodian of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.4)

 33.37
Advisor of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 33.5)

 33.38

 33.39
Servicer of the Lakeside Apartments Mortgage Loan (see Exhibit 33.8)

 33.40
of the Lakeside Apartments Mortgage Loan (see Exhibit 33.2)

 33.41
Wells Fargo Bank, National Association, as Trustee of the Lakeside Apartments

 33.42
Custodian of the Lakeside Apartments Mortgage Loan (see Exhibit 33.4)

 33.43
Advisor of the Lakeside Apartments Mortgage Loan (see Exhibit 33.5)

 33.44

 33.45
National Association, as Primary Servicer of the 101 California Street Mortgage
Loan (see Exhibit 33.1)

 33.46
National Association, as Special Servicer of the 101 California Street Mortgage
Loan (see Exhibit 33.1)

 33.47
Wells Fargo Bank, National Association, as Trustee of the 101 California Street

 33.48
Custodian of the 101 California Street Mortgage Loan (see Exhibit 33.4)

 33.49
of the 101 California Street Mortgage Loan

 33.50

 33.51
 KeyBank National Association, as Primary Servicer
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.2)

 33.52
Argentic Services Company LP, as Special Servicer of the Tulsa Office Portfolio

 33.53
Wells Fargo Bank, National Association, as Trustee of the Tulsa Office
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 33.54
Custodian of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.4)

 33.55
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 33.49)

 33.56

 33.57
National Association, as Primary Servicer of the 57 East 11th Street Mortgage
Loan (see Exhibit 33.1)

 33.58
LNR Partners, LLC, as Special Servicer of the 57 East 11th Street Mortgage Loan
(Omitted. See Explanatory Notes.)

 33.59
Wells Fargo Bank, National Association, as Trustee of the 57 East 11th Street

 33.60
Custodian of the 57 East 11th Street Mortgage Loan (see Exhibit 33.4)

 33.61
of the 57 East 11th Street Mortgage Loan (see Exhibit 33.49)

 33.62

 Attestation
reports on assessment of compliance with servicing criteria for asset-backed
securities.

 34.1
National Association, as Master Servicer

 34.2

 34.3
 Wells Fargo Bank, National Association, as Trustee
and Certificate Administrator

 34.4
Custodian

 34.5
Advisor

 34.6
as Servicing Function Participant for the Certificate Administrator

 34.7
as Servicing Function Participant for the Custodian

 34.8
Servicer

 34.9
National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan
(see Exhibit 34.1)

 34.10
of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.2)

 34.11
Wells Fargo Bank, National Association, as Trustee of the 59 Maiden Lane

 34.12
Custodian of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.4)

 34.13
Advisor of the 59 Maiden Lane Mortgage Loan (see Exhibit 34.5)

 34.14

 34.15
National Association, as Primary Servicer of the Moffett Towers II Building V
Mortgage Loan (see Exhibit 34.1)

 34.16
of the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.2)

 34.17
Wells Fargo Bank, National Association, as Trustee of the Moffett Towers II
Building V Mortgage Loan (Omitted. See Explanatory Notes.)

 34.18
Custodian of the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.4)

 34.19
Advisor of the Moffett Towers II Building V Mortgage Loan (see Exhibit 34.5)

 34.20

 34.21
National Association, as Primary Servicer of the Albertsons Industrial - PA
Mortgage Loan (see Exhibit 34.1)

 34.22
of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.2)

 34.23
Wells Fargo Bank, National Association, as Trustee of the Albertsons Industrial
- PA Mortgage Loan (Omitted. See Explanatory Notes.)

 34.24
Custodian of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.4)

 34.25
Advisor of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 34.5)

 34.26

 34.27
National Association, as Primary Servicer of the Waterford Lakes Town Center
Mortgage Loan (see Exhibit 34.1)

 34.28
of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.2)

 34.29
Wells Fargo Bank, National Association, as Trustee of the Waterford Lakes Town
Center Mortgage Loan (Omitted. See Explanatory Notes.)

 34.30
Custodian of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.4)

 34.31
Advisor of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 34.5)

 34.32

 34.33
National Association, as Primary Servicer of the Arbor Hotel Portfolio Mortgage
Loan (see Exhibit 34.1)

 34.34
of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.2)

 34.35
Wells Fargo Bank, National Association, as Trustee of the Arbor Hotel Portfolio

 34.36
Custodian of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.4)

 34.37
Advisor of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 34.5)

 34.38

 34.39
Servicer of the Lakeside Apartments Mortgage Loan (see Exhibit 34.8)

 34.40
of the Lakeside Apartments Mortgage Loan (see Exhibit 34.2)

 34.41
Wells Fargo Bank, National Association, as Trustee of the Lakeside Apartments

 34.42
Custodian of the Lakeside Apartments Mortgage Loan (see Exhibit 34.4)

 34.43
Advisor of the Lakeside Apartments Mortgage Loan (see Exhibit 34.5)

 34.44

 34.45
National Association, as Primary Servicer of the 101 California Street Mortgage
Loan (see Exhibit 34.1)

 34.46
National Association, as Special Servicer of the 101 California Street Mortgage
Loan (see Exhibit 34.1)

 34.47
Wells Fargo Bank, National Association, as Trustee of the 101 California Street

 34.48
Custodian of the 101 California Street Mortgage Loan (see Exhibit 34.4)

 34.49
of the 101 California Street Mortgage Loan

 34.50

 34.51
 KeyBank National Association, as Primary Servicer
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.2)

 34.52
Argentic Services Company LP, as Special Servicer of the Tulsa Office Portfolio

 34.53
Wells Fargo Bank, National Association, as Trustee of the Tulsa Office
Portfolio Mortgage Loan (Omitted. See Explanatory Notes.)

 34.54
 Wells Fargo Bank, National Association, as Custodian
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.4)

 34.55
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 34.49)

 34.56

 34.57
National Association, as Primary Servicer of the 57 East 11th Street Mortgage
Loan (see Exhibit 34.1)

 34.58
LNR Partners, LLC, as Special Servicer of the 57 East 11th Street Mortgage Loan
(Omitted. See Explanatory Notes.)

 34.59
Wells Fargo Bank, National Association, as Trustee of the 57 East 11th Street

 34.60
Custodian of the 57 East 11th Street Mortgage Loan (see Exhibit 34.4)

 34.61
of the 57 East 11th Street Mortgage Loan (see Exhibit 34.49)

 34.62

Servicer compliance statements.

 35.1
National Association, as Master Servicer

 35.2

 35.3
Certificate Administrator

 35.4
as Servicing Function Participant for the Certificate Administrator

 35.5
Servicer

 35.6
National Association, as Primary Servicer of the 59 Maiden Lane Mortgage Loan
(see Exhibit 35.1)

 35.7
of the 59 Maiden Lane Mortgage Loan (see Exhibit 35.2)

 35.8
National Association, as Primary Servicer of the Moffett Towers II Building V
Mortgage Loan (see Exhibit 35.1)

 35.9
of the Moffett Towers II Building V Mortgage Loan (see Exhibit 35.2)

 35.10
National Association, as Primary Servicer of the Albertsons Industrial - PA
Mortgage Loan (see Exhibit 35.1)

 35.11
of the Albertsons Industrial - PA Mortgage Loan (see Exhibit 35.2)

 35.12
National Association, as Primary Servicer of the Waterford Lakes Town Center
Mortgage Loan (see Exhibit 35.1)

 35.13
of the Waterford Lakes Town Center Mortgage Loan (see Exhibit 35.2)

 35.14
National Association, as Primary Servicer of the Arbor Hotel Portfolio Mortgage
Loan (see Exhibit 35.1)

 35.15
of the Arbor Hotel Portfolio Mortgage Loan (see Exhibit 35.2)

 35.16
Servicer of the Lakeside Apartments Mortgage Loan (see Exhibit 35.5)

 35.17
of the Lakeside Apartments Mortgage Loan (see Exhibit 35.2)

 35.18
National Association, as Primary Servicer of the 101 California Street Mortgage
Loan (see Exhibit 35.1)

 35.19
National Association, as Special Servicer of the 101 California Street Mortgage
Loan (see Exhibit 35.1)

 35.20
 KeyBank National Association, as Primary Servicer
of the Tulsa Office Portfolio Mortgage Loan (see Exhibit 35.2)

 35.21
Argentic Services Company LP, as Special Servicer of the Tulsa Office Portfolio

 35.22
 Midland Loan Services, a Division of PNC Bank, National
Association, as Primary Servicer of the 57 East 11th Street Mortgage Loan (see
Exhibit 35.1)

 35.23
LNR Partners, LLC, as Special Servicer of the 57 East 11th Street Mortgage Loan
(Omitted. See Explanatory Notes.)

 99.1 Mortgage Loan Purchase Agreement, dated as of May 1,
2019, between GS Mortgage Securities Corporation II and Goldman Sachs Mortgage
Company (filed as Exhibit 99.1 to the registrant's Current Report on Form 8-K
filed on May 23, 2019 under Commission File No. 333-226082-02 and incorporated
by reference herein)

 99.2 Mortgage Loan Purchase Agreement, dated as of May 1,
2019, between GS Mortgage Securities Corporation II and Citi Real Estate
Funding Inc. (filed as Exhibit 99.2 to the registrant's Current Report on Form
8-K filed on May 23, 2019 under Commission File No. 333-226082-02 and
incorporated by reference herein)

 (b) The exhibits required to be filed by the
Registrant pursuant to Item 601 of Regulation S-K are listed above.

 (c) Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

 GS Mortgage Securities Corporation
II

(Depositor)

 /s/ Scott
Epperson

 Scott
Epperson, Chief Executive Officer

 (senior officer in charge of
securitization of the depositor)

 Date: March 18, 2025