Common use of Conveyance of Mortgage Loans Clause in Contracts

Conveyance of Mortgage Loans. The Seller, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee Trust, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor under the Goldman Group Guaranty, Mortgage Loan Purchase Agreement (other than the Reinvestment Enhancement Instrument, the Co-Lender Agreement Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R‑1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior to the Closing Date, andthe Trustee shall execute the PMI Letter Agreement and the Depositor hereby directs the Trustee to do so. In addition, with respect on or prior to the GSMC Retained Interest LoansClosing Date, the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the Trust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trust as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa “Mortgage File”): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ,” with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut‑off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof originator to the Trustee; (v) a copy of Person assigning the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the security interest in MIN) as contemplated by the personal property immediately preceding clause (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrumentc); (ixe) the original or copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loaneach assumption, modification, written assurance or substitution agreement, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xviif) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. Except with respect to any Mortgage Loan for which MERS is identified on the Americold Pool LoanMortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Co-Lender Agreement. On or Servicer, in its capacity as Seller, shall promptly following the Closing Date (but and in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust, the Trustee, the Delaware Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: “Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Notwithstanding the foregoing, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates and the Mezzanine Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each such Assignment shall be submitted for recording by the Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust, the Trustee shall, promptly or the Delaware Trustee upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and in no event later than five (v) if the Seller is not the Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it shall cause, within 30 Business Days following after the Closing Date, the MERS® System to indicate that such receipt) deliver such original Mortgage Loans have been assigned by the Depositor to the CustodianTrust in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. Notwithstanding anything to The Depositor further agrees that it shall not, and shall not permit the contrary contained Servicer to, and the Servicer agrees that it shall not, alter the codes referenced in this Section 2.01paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any of the documents referred to in Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer Trustee or the applicable Custodian within one year after the Closing Date, the Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer’s Certificate stating the date by which the Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer’s Certificate stating a revised date by which the Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender’s title insurance policy was not delivered pursuant to Section 2.012.01(f) above, ifthe Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender’s title insurance policy. The Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each the Depositor or the Servicer, as the case may be, in trust for the benefit of the Americold Pool Loan and Trust. In the Other Americold Pool Loan event that any such original document is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant required pursuant to the terms of the GSMC Loan Sale Agreementthis Section to be a part of a Mortgage File, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement such document shall be delivered promptly to the Trustee on behalf or the applicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Certificateholders. Nothing Seller that no Mortgage Loan is a “high-cost” or “predatory” loan under any state or local law or regulation applicable to the originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein shall be deemed and referred to override in the provisions Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the CoSeller that no Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Lender Agreement Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100), or a “High Cost Home Loan” as defined in the Series 1998Indiana Home Loan Practices Act effective January 1, 2005 (Ind. Code Xxx. §§ 24-XX XX Pooling Agreement9-1 through 24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch. 183C. §§1 et seq.).

Conveyance of Mortgage Loans. The Seller(a) Effective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all rights to payment in distributions with respect thereofthereto payable after the Cut-Off Date, except as set forth belowthe Mortgage File and all rights, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor if any, of the SellerDepositor in the Distribution Account, and all Reserve Accounts, Lock-Box REO Accounts, the Goldman Group GuarantyCertificate Account, the Reinvestment Enhancement InstrumentReserve Account and the Interest Reserve Account, (ii) the Co-Lender Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement and (v) all other assets included or to be included in the Trust Fund REMIC I for the benefit of the CertificateholdersREMIC II and REMIC III. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date, and, with respect . The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amountsconstitute a sale. In connection with such transfer and assignmentthe initial sale of the Certificates by the Depositor, the Seller shall make purchase price to be paid includes a cash deposit portion attributable to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly interest accruing on the Master Servicer Remittance Date immediately following receipt. The Certificates from and after the Cut-Off Date. (b) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor pursuant to the applicable Originator. In connection with such transfer Mortgage Loan Purchase Agreement to deliver to and assignmentdeposit with, or cause to be delivered to and deposited with, the Seller shallTrustee or a Custodian appointed hereunder, on or prior to before the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to Mortgage Note for each Mortgage Loan so assigned assigned, endorsed to the Trustee as specified in clause (other than i) of the Americold Pool Loandefinition of "Mortgage File." Each Seller is required, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related applicable Mortgage Loan Purchase Agreement, to Series 1998-XX XX): (i) deliver to the original Trustee the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse"the Fiscal Agent, "Pay to the order of LaSalle National BankPaying Agent, as any Custodian, without recourse", "Pay the Master Servicer or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the order document delivery requirements of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee;Purchase Agreements and this Section 2.1(b). (iic) The applicable Seller shall, at the original recorded expense of such Seller as to each of its respective Mortgage or counterpart thereof showing Loans, promptly (and in any event within 45 days following the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified receipt thereof) cause to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation recording or filing, as the case may be, in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bankappropriate public office for real property records or UCC financing statements, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificatesappropriate, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the each assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of the security interest in definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument public recording office to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage following recording or Loan Agreement, a copy thereoffiling; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event provided that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Assignment of Mortgage, Assignment of Mortgage or Reassignment assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedLeases or assignment of UCC financing statements, the obligations hereunder of the applicable Seller shall be deemed to have been satisfied upon delivery to the Custodian of obtain therefrom a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereoforiginal. The applicable Seller shall forward copies thereof to the Trustee and the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a pro forma title insurance policy has defect therein, the applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase Agreement, promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the applicable Seller shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. The parties acknowledge the obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the Trustee, on or before the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached as Exhibit C to the Primary Servicing Agreements in favor of the Trustee and the Special Servicer to empower the Trustee and, in the event of the failure or incapacity of the Trustee, the Special Servicer, to submit for recording, at the expense of the applicable Seller, any mortgage loan documents required to be recorded as described in the preceding paragraph and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Custodian Trustee). The Sellers agree to reasonably cooperate with the Trustee and the Special Servicer in lieu connection with any additional powers of an original title insurance policyattorney or revisions thereto that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except that to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the related Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the related Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the applicable Seller will promptly deliver produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the applicable recording office. (d) All relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v)Mortgage Loans, if Companion Loans or B Notes and that are not already filed, required to be filed a part of a Mortgage File in accordance with the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents definition thereof shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, ifrelated Primary Servicer on its behalf, on or before the date that is 45 days following the Closing Date as to any Mortgage Loan, and shall be held by the Seller cannot deliver in complete and recordable form any one of the assignments in favor Master Servicer or related Primary Servicer on behalf of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) trust for the benefit of the definition of "Mortgage File" solely because of Certificateholders. To the unavailability of recording information as extent delivered to any existing document the Master Servicer or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made related Primary Servicer by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender AgreementSeller, the servicer of the Series 1998-XX XX Servicer Mortgage File, will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX willinclude, to the extent necessaryrequired to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, specially service both copies of the Americold Pool Loan following items: the Mortgage Note, any Mortgage, the Assignment of Leases and the Other Americold Pool LoanAssignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, the insurance policies or certificates (as applicable), the property inspection reports, any financial statements on the property, any escrow analysis, the tax bills, the Appraisal, the environmental report, the engineering report, the asset summary, financial information on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any Environmental Insurance Policies. Delivery of any of the foregoing documents to the applicable Primary Servicer (or sub-servicer) shall be deemed delivery to the Master Servicer and satisfy the Depositor's obligations under this Section 2.1(d). None of the Master Servicer, the Special Servicer or any Primary Servicer shall have any liability for the absence of any of the foregoing items from the Servicing Mortgage File if such item was not delivered by the related Seller. (e) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties made by the Sellers with respect to each case related Mortgage Loan as of the Closing Date. (f) In connection herewith, the Depositor has acquired the Principal Loans from Principal, the Xxxxx Fargo Loans from Xxxxx Fargo, the BSCMI Loans from BSCMI, the JHREF Loans from JHREF and the MSDWMC Loans from MSDWMC. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Principal Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Xxxxx Fargo Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the BSCMI Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the MSDWMC Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the JHREF Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, Principal, Xxxxx Fargo, BSCMI, JHREF and MSDWMC, as applicable, are required under the terms Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and assignments of Assignments of Leases and assignments of UCC financing statements naming the Trustee, on behalf of the Co-Lender Agreement Certificateholders, as assignee. Notwithstanding the fact that the assignments shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for all purposes the Principal Loans shall be deemed to have been transferred from Principal to the Depositor, the Xxxxx Fargo Loans shall be deemed to have been transferred from Xxxxx Fargo to the Depositor, the BSCMI Loans shall be deemed to have been transferred from BSCMI to the Depositor, the JHREF Loans shall be deemed to have been transferred from JHREF to the Depositor and the Series 1998-XX XX Pooling Agreement. Pursuant MSDWMC Loans shall be deemed to have been transferred from MSDWMC to the terms of Depositor, and all Mortgage Loans shall be deemed to have been transferred from the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement Depositor to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.

Conveyance of Mortgage Loans. The Seller(a) Effective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage Loans, including all rights Trustee pursuant to payment in respect Section 14 thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangibleiii) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Depositor's rights under each Co-Lender Agreement Agreement, (iv) with respect to the Class A-MFL Certificates, the Class A-MFL Swap Contract, the Class A-MFL Regular Interest and funds or assets from time to time on deposit in the Class A-MFL Floating Rate Account, and (v) all other assets included or to be included in the Trust Fund REMIC I for the benefit of the CertificateholdersREMIC II and REMIC III. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date, and, with respect . The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amountsconstitute a sale. In connection with such transfer and assignmentthe initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The Trustee, by the execution and delivery of this Agreement, hereby agrees that each Senior Mortgage Loan and each Serviced Companion Loan remains subject to its related Co-Lender Agreement. (b) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller shall make a cash deposit pursuant to the Collection Account in an amount equal applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed hereunder, on or before the Closing Date, the Mortgage Note for each Mortgage Loan so assigned, endorsed to the Cash DepositTrustee as specified in clause (i) of the definition of "Mortgage File." Each Seller is required, pursuant to the applicable Mortgage Loan Purchase Agreement, to deliver to the Trustee the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. The None of the Trustee, the Paying Agent, any Custodian, any Master Servicer or any Special Servicer shall remit be liable for any GSMC Retained Interest Amounts failure by any Seller or the Depositor to GSMC comply with the document delivery requirements of the Mortgage Loan Purchase Agreements and this Section 2.1(b). (c) Each Seller other than Mass Mutual, at its own expense, for the Mortgage Loans sold to the Depositor by such Seller, and the Trustee, at the expense of Mass Mutual, as applicable, for the Mass Mutual Loans sold to the Depositor by Mass Mutual, shall promptly (and in immediately available funds any event within 90 days following the receipt of all recording information necessary to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall record such document) cause the Reserve Accounts and Lock-Box Accounts to be transferred submitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC financing statements, as appropriate, each assignment to the Trustee referred to in clauses (iv), (vi) and held (ix)(B) of the definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the public recording office to the Trustee following recording or filing or such party responsible for recording such assignment shall be responsible for forwarding such assignment to the Trustee (except with respect to any Mortgage File document recorded in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (MERS or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation); and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event provided that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Assignment of Mortgage, Assignment of Mortgage or Reassignment assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedLeases or assignment of UCC financing statements, the obligations hereunder Trustee shall obtain therefrom, at the expense of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of applicable Seller, a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereofand shall forward copies thereof to the applicable Master Servicer and the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a pro forma title insurance policy has defect therein, the Trustee shall promptly notify the applicable Seller and the applicable Seller for its respective Mortgage Loans shall promptly prepare or cause to be prepared and delivered to the Trustee a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee shall upon receipt thereof from such Seller cause the same to be duly recorded or filed, as appropriate. The parties acknowledge the obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the Trustee, on or before the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached as Exhibit C to the Primary Servicing Agreements or Exhibit 5 to the Mortgage Loan Purchase Agreements in favor of the Trustee, the applicable Master Servicer and the Special Servicer to empower the Trustee, such Master Servicer and, in the event of the failure or incapacity of the Trustee and such Master Servicer, the Special Servicer, to submit for recording, at the expense of the applicable Seller, any mortgage loan documents required to be recorded as described in the preceding paragraph and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Custodian in lieu of an original title insurance policyTrustee). The Sellers agree to reasonably cooperate with the Trustee, the Seller will promptly deliver Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except that to the Custodian extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the related original title insurance policy upon receipt thereofSeller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the related Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the applicable Seller shall promptly cause produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the UCC-1's referred applicable recording office. (d) All relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to in Section 2.01(v), if the servicing of any Mortgage Loans or Serviced Companion Loan and that are not already filed, required to be filed a part of a Mortgage File in accordance with the definition thereof and are reasonably necessary for the ongoing administration and/or servicing of the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents Mortgage Loan shall be delivered to the Master Servicer (with a copy to the related Primary Servicer, if applicable), on or before the date that is 75 days following the Closing Date and shall be held by the Seller such Master Servicer or the Trusteerelated Primary Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders. To the extent delivered to the Master Servicer and the related Sub-Servicer or the related Primary Servicer, as applicable. Notwithstanding anything to , by the contrary contained related Seller, the Servicer Mortgage File will consist of the documents listed in this Section 2.01the definition of Mortgage File; provided, if, on the Closing Date as to any Mortgage Loanhowever, the Seller canshall not be required to deliver in complete and recordable form any one draft documents, privileged or other communications, credit, underwriting, legal or other due diligence, analyses, credit committee briefs or memoranda or other internal approval documents or drafts or internal worksheets, memoranda, communications or evaluations, to the extent created for internal use. Delivery of any of the assignments in favor of foregoing documents to the Trustee referred applicable Primary Servicer (or sub-servicer) shall be deemed delivery to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally applicable Master Servicer and satisfy the delivery requirements of Depositor's obligations under this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"2.1(d). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received foregoing items may be delivered in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX willelectronic form, to the extent necessarysuch document is available in such form and such form is reasonably acceptable to the applicable Master Servicer. None of any Master Servicer, specially service both any Special Servicer or any Primary Servicer shall have any liability for the Americold Pool Loan absence of any of the foregoing items from the Servicing Mortgage File if such item was not delivered by the related Seller. (e) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee and the Other Americold Pool LoanMaster Servicer on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties made by the Sellers with respect to each case related Mortgage Loan as of the Closing Date. (f) In connection herewith, the Depositor has acquired the LaSalle Seller Loans from LaSalle Seller, the MSMC Loans from MSMC, the SunTrust Loans from SunTrust, the Prudential Loans from Prudential and the MM Loans from MM. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the LaSalle Seller Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the MSMC Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the SunTrust Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Prudential Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Note, as described in the definition of Mortgage File) relating to the MM Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, LaSalle Seller, MSMC, SunTrust, Prudential, and MM, as applicable, are required under the terms Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and assignments of Assignments of Leases and assignments of UCC financing statements in blank or naming the Trustee, on behalf of the Co-Lender Agreement Certificateholders, as assignee. Notwithstanding the fact that the assignments shall be in blank or name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for all purposes the Series 1998-XX XX Pooling Agreement. Pursuant LaSalle Loans shall be deemed to have been transferred from LaSalle Seller to the terms of Depositor, the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement MSMC Loans shall be deemed to have been transferred from MSMC to the Seller. The Seller hereby assigns its rights Depositor, the SunTrust Loans shall be deemed to have been transferred from SunTrust to the Depositor, the Prudential Loans shall be deemed to have been transferred from Prudential to the Depositor, the MM Loans shall be deemed to have been transferred from MM to the Depositor, and obligations under all Mortgage Loans shall be deemed to have been transferred from the Co-Lender Agreement Depositor to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies (including the PMI Policy) in respect of the Mortgage Loans; (iv) the rights of the Depositor under the Mortgage Loan Purchase Agreement, including (v) all rights to payment of the Depositor’s right, title and interest in respect thereof, except as set forth below, any Subsequent Mortgage Loan and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of rights conveyed by the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor to the Goldman Group Guaranty, the Reinvestment Enhancement Trustee under any related Subsequent Transfer Instrument, the Co-Lender Agreement and (vi) all other assets included or to be included in the Trust Fund for Fund, (vii) payments made to the benefit Trustee by the Swap Administrator under the Swap Administration Agreement and the Swap Account and (viii) all proceeds of any of the Certificateholdersforegoing. Such transfer and assignment includes all interest and principal due on and collected by the Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, on or prior to the Closing Date, does hereby deliver to, and deposit with, the Custodian (on behalf of with the Trustee, or its designated agent (the “Custodian”), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned (other than and the Americold Pool LoanOriginator, on behalf of the Depositor shall, in accordance with Section 2.08, deliver or caused to be delivered to the Trustee with respect to items each Subsequent Mortgage Loan, the following documents or instruments (ii), (iii), (va “Mortgage File”) with respect to each Mortgage Loan so transferred and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original of the Mortgage Note, endorsed without recourse to the order of either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in one of the following formsform: "“Pay to the order of LaSalle National Wxxxx Fargo Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National BankN.A., as Trustee, without recourse"”, "Pay or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the order original mortgage note was lost, misplaced or destroyed, together with a copy of LaSalle National Bankthe related mortgage note; provided, however, that such substitutions of Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance or the Subsequent Cut-off Date Principal Balance, as Custodianapplicable, without recourse", "Pay of which is less than or equal to 1.00% of the order Pool Balance as of LaSalle National Bankthe Cut-off Date or the Subsequent Cut-off Date Principal Balance, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trusteeapplicable; (ii) the original Mortgage with evidence of recording thereon, and the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee orpower of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (iii) an original Assignment. The Mortgage shall be assigned either (A) in blank or (B) to “Wxxxx Fargo Bank, N.A., as Trustee, without recourse”; (iv) an original of any such intervening assignment of Mortgage showing a complete chain of assignments; (v) the original or a certified copy of lender's title insurance policy; and (vi) the original or copies of each assumption, modification, written assurance or substitution agreement, if any. The Trustee agrees to execute and deliver (or cause the Custodian to execute and deliver) to the Depositor and the NIMS Insurer on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (with any exceptions noted), substantially in the form attached as Exhibit F-3 hereto. If any of the documents referred to in Section 2.01(ii), (iii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording officeoffice or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date (or Subsequent Closing Date, with respect to Subsequent Mortgage Loans), of a copy thereof of each such document certified by the Servicer, in its capacity as Originator, in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original thereof that was submitted for recording; recording and (iii2) an executed Assignment of Mortgage if such copy is certified by the Servicer, in suitable form for recordation in its capacity as Originator, delivery to the jurisdiction in which Trustee or the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, promptly upon receipt thereof of either the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of such document certified by the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in applicable public recording office to be a form suitable for filing, disclosing the assignment to the Trustee true and complete copy of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) original. If the original lender's title insurance policy (policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Servicer, in its capacity as Originator, shall deliver or cause to be delivered to the Trustee or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the MortgageCustodian, the original executed versionor a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company or an original attorney's opinion of title, together with an executed reassignment of such instrument the original or a certified copy thereof to be delivered to the Trustee (or the Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other documents constituting a "Reassignment part of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of a Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection File received with origination of the respect to any Mortgage Loan, if anyincluding, and copies but not limited to, any original documents evidencing an assumption or modification of the original environmental indemnitiesany Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, if any; (x) copies of the original Management Agreementsor that a document is missing from, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the MortgageMortgage File, the original executed version of Servicer, in its capacity as Originator, shall have 120 days to cure such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage defect or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning deliver such security interest missing document to the Trustee on behalf or the Custodian. If the Originator does not cure such defect or deliver such missing document within such time period, the Servicer, in its capacity as Originator, shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03. The Depositor (at the expense of the Certificateholders); (xivServicer, in its capacity as Originator) any shall cause the Assignments which were delivered in blank to be completed and shall cause all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage Assignments referred to in Section 2.01(iii) which has hereof and, to the extent necessary, in Section 2.01(iv) hereof to be recorded. The Depositor shall be required to deliver such Assignments for recording within 90 days of the Closing Date (or Subsequent Transfer Date, with respect to a Subsequent Mortgage Loan). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not yet been be required to be submitted for recording (except with respect to any Mortgage Loan located in Maryland) unless the Trustee and the Depositor receive notice that such failure to record would result in a withdrawal or a downgrading by any Rating Agency of the rating on any Class of Certificates; provided, however, each Assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund or Trustee, upon the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the Voting Rights, (ii) the occurrence of a Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Servicer, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof, (v) if the Originator is not the Servicer and with respect to any one Assignment the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage, (vi) any Mortgage Loan that is 90 days or more Delinquent and such recordation would be necessary to facilitate conversion of the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable direction by the NIMS Insurer. Upon (a) receipt of written notice from the Trustee that recording of the Assignments is required pursuant to one or more of the conditions (excluding (v) and (vi) above) set forth in the preceding sentence or (b) each Reassignment upon the occurrence of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) condition (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(vv) or (xiiivi) which has in the preceding sentence, the Depositor shall be required to deliver such Assignments for recording as provided above, promptly and in any event within 30 days following receipt of such notice. Notwithstanding the foregoing, if the Originator fails to pay the cost of recording the Assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust. To the extent not yet been previously delivered to the Trustee by the Depositor, the Depositor shall furnish the Trustee, or its designated agent, with a copy of each Assignment submitted for filingrecording. In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense Depositor shall use its best efforts to promptly prepare have a substitute document for signature by Assignment prepared or have such defect cured, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Depositor herewith delivers to the Trustee shall, promptly upon receipt an executed copy of the original recorded copy (Mortgage Loan Purchase Agreement and in no event later than five Business Days following such receipt) deliver such original to the CustodianPMI Policy. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller The Servicer shall be deemed to have been satisfied upon delivery forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, an Officers' Certificate of the Servicer which shall (A) identify the recorded original thereof. If a pro forma title insurance policy document, (B) state that the recorded document has not been delivered to the Custodian in lieu due solely to a delay caused by the public recording office, (C) state the amount of an original title insurance policy, time generally required by the Seller will promptly deliver applicable recording office to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v)record and return a document submitted for recordation, if not already filed, to be filed in known and (D) specify the date the applicable public recording office and upon filing will promptly deliver recorded document is expected to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer Custodian, and, upon receipt of a copy of such document certified by the Seller or public recording office, the Trustee, as applicable. Notwithstanding anything Servicer shall immediately deliver such document to the contrary contained in this Section 2.01, if, on Custodian. In the Closing Date event the appropriate public recording office will not certify as to any Mortgage Loanthe accuracy of such document, the Seller cannot Servicer shall deliver in complete and recordable form any one a copy of such document certified by an officer of the assignments in favor Servicer to be a true and complete copy of the Trustee referred original to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to Custodian. The parties hereto understand and agree that it is not intended that any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially mortgage loan be included in the form of Exhibit P; provided Trust that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered is a high-cost home loan as defined by the Seller for recording within 180 days of the Closing Date (HOEPA or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and any other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement applicable predatory or the Series 1998-XX XX Pooling Agreementabusive lending laws.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does herebyhereby sells, selltransfers, transferassigns, assign, set sets over and otherwise convey conveys to the Trustee for the benefit of the Certificateholders, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes including all interest and principal due received on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off off Date (other than Scheduled Payments due on the Mortgage Loans on or before the Cut-off Date). Concurrently with the execution of this Agreement, and, with respect the Derivative Agreements shall be delivered to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest AmountsSecurities Administrator. In connection with such transfer and assignmenttherewith, the Seller shall make a cash deposit to Depositor hereby directs the Collection Account Securities Administrator (solely in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name its capacity as securities administrator of the Master Servicer Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Trustee Supplemental Interest Trust, for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage Loan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as successor securities administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the applicable OriginatorTrustee all of its rights and interest under the Purchase Agreement, including the right to enforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, and as set forth herein in Section 2.03(k), shall be entitled to exercise all the rights of the Depositor under the Purchase Agreement as if, for such purpose, it were the Depositor. (b) In connection with such the transfer and assignmentassignment of each Mortgage Loan, the Seller shall, on Depositor has delivered or prior caused to be delivered to the Closing Date, deliver to, and deposit with, Custodian for the Custodian (on behalf benefit of the Trustee), with copies to the Master Servicer and Special Servicer, Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original Mortgage Note bearing all intervening endorsements necessary to show a complete chain of endorsements from the Noteoriginal payee, endorsed without recourse to the order of the Trustee in one of the following forms: "blank, “Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1_____________, without recourse"”, "Pay to and, if previously endorsed, signed in the order name of LaSalle National Bank, as Trustee, without recourse", "Pay to the order last endorsee by a duly qualified officer of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trusteelast endorsee; (ii) the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank; (iii) the original of each guarantee executed in connection with the Mortgage Note, if any; (iv) the original recorded Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the original Mortgage cannot be delivered with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Mortgage Loan Seller shall deliver or cause to be delivered to the Custodian, (A) in the case of a delay caused by the public recording office, a copy of such Mortgage certified by the Mortgage Loan Seller, escrow agent, title insurer or closing attorney to be a true and complete copy of the original recorded Mortgage and (B) in the case where a public recording office retains the original recorded Mortgage or counterpart thereof showing in the related Originator as mortgagee orcase where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (v) originals or a certified copy of each modification agreement, if any; (vi) the originals of all intervening assignments of Mortgage with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such original intervening assignment of Mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of Mortgage, a photocopy of such intervening assignment of Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the Mortgage Loan Seller, escrow agent, closing attorney or the title insurer insuring the Mortgage stating that such intervening assignment of Mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of Mortgage or a copy thereof of such intervening assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage will be promptly delivered to the Custodian upon receipt thereof submitted for recordingby the party delivering the officer’s certificate or by the Mortgage Loan Seller; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of Mortgage or in the case where an intervening assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of Mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage; (iiivii) an executed if the Mortgage Note, the Mortgage, any Assignment of Mortgage in suitable form for recordation in or any other related document has been signed by a Person on behalf of the jurisdiction in which Mortgagor, the Mortgaged Property is located copy of the power of attorney or other instrument that authorized and empowered such Person to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"sign; (ivviii) if the related security agreement is separate from the Mortgage, the original executed version lender’s title insurance policy (or counterpart thereof a marked title insurance commitment, in the event that an original lender’s title insurance policy has not yet been issued) in the form of such security agreement an ALTA mortgage title insurance policy, containing all required endorsements and insuring the assignment thereof Trustee and its successors and assigns as to the Trustee; (v) a copy first priority lien of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest Mortgage in the personal property (if any) constituting security for repayment original principal amount of the Mortgage Loan; (viix) if applicable, the original of any Primary Mortgage Insurance Policy or certificate or, an electronic certification, evidencing the Loan Agreement existence of the Primary Mortgage Insurance Policy or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original lender's title private mortgage guaranty insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any;required; and (x) copies original of any security agreement, chattel mortgage or equivalent document executed in connection with the original Management AgreementsMortgage, if any. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, the Mortgage Loan Seller shall promptly upon receipt from the respective recording office cause to be delivered to the Custodian the original recorded document described in clauses (iv) and (vi) above. From time to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable, shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan, in accordance with the terms of this Agreement upon receipt of such documents. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, on or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the Custodian Assignments of Mortgages, in blank, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the each Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event No later than thirty (x30) thirty Business Days following the Closing Date in the case later of clause (1)(a) below and (y) 60 days following the Closing Date and the date of receipt by the Servicer of the complete recording information for a Mortgage, the Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Mortgage Loan Seller and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has 2.01(b)(ii). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not yet been be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and (b) each Reassignment Rating Agency have received an Opinion of Assignment Counsel, satisfactory in form and substance to the Trustee and each Rating Agency to the effect that the recordation of Leases, Rents and Profits referred such Assignments of Mortgage in any specific jurisdiction is not necessary to in Section 2.01(viii) (if not otherwise included protect the Trust Fund’s interest in the related Mortgage Note. If the Assignment of Mortgage) which has not yet been submitted Mortgage is to be recorded, the Mortgage shall be assigned by the Mortgage Loan Seller, at the expense of the Mortgage Loan Seller, to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of August 1, 2006, for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filingFirst Franklin Mortgage Loan Trust 2006-FF11”. In the event that any such document Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense Mortgage Loan Seller shall use its best efforts promptly cause to promptly prepare be delivered a substitute document for signature by the Seller, Assignment of Mortgage to cure such defect and thereafter the Seller or such designee shall cause each such document assignment to be duly recordedrecorded at no expense to the Trust Fund. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Trustee within 180 days (or such other time period as may be required by any Rating Agency) following the Closing Date, and in the event that the Mortgage Loan Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Depositor, the related Mortgage Loan shall, upon the request of the Depositor, be repurchased by the Mortgage Loan Seller at the price and in the manner specified in Section 2.03. The Trustee shall, promptly upon receipt of foregoing repurchase obligation shall not apply in the original recorded copy (and in no event later than five Business Days following such receipt) that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recordation to the Custodianappropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided, that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of an officer of the Mortgage Loan Seller, confirming that such document has been accepted for recording. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains or loses the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, assignment after any it has been recorded, the obligations hereunder of the Mortgage Loan Seller shall be deemed to have been satisfied upon delivery by the Mortgage Loan Seller to the Custodian Trustee, prior to the Closing Date of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leasesassignment, Rents and Profits, if applicableas the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered . (c) The Depositor does hereby establish, pursuant to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements further provisions of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “First Franklin Mortgage Loan Trust 2006-XX XX Pooling FF11” and Deutsche Bank National Trust Company is hereby appointed as Trustee and Wxxxx Fargo Bank, N.A. is appointed as Securities Administrator in accordance with the provisions of this Agreement. Pursuant to The parties hereto acknowledge and agree that it is the terms policy and intention of the GSMC Loan Sale Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement, GSMC has assigned its rights including without limitation, the representations and obligations under warranties set forth in the Co-Lender Agreement to Schedules hereto. (d) The Trust shall have the Seller. The Seller hereby assigns its rights capacity, power and obligations under the Co-Lender Agreement to authority, and the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed Trust is hereby authorized, to override accept the provisions sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Co-Lender Agreement or Depositor in and to the Series 1998-XX XX Pooling AgreementTrust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders and the Certificate Insurer all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and to the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans, including ; (v) all rights to payment in respect thereof, except as set forth below, and proceeds of any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, foregoing; and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and (vi) all other assets included or to be included in the Trust Fund for Fund; provided that such assignment shall not include any Servicing Rights with respect to the benefit of the CertificateholdersSRO Mortgage Loans. Such transfer and assignment includes all interest and principal due on to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans other than interest Loans. In exchange for such transfer and principal due on or prior assignment, the Depositor shall receive the Certificates. Notwithstanding anything provided herein to the Cut-Off Datecontrary, andeach of the parties hereto agrees and acknowledges that, notwithstanding the transfer, conveyance and assignment of the Mortgage Loans from the Depositor to the Trustee pursuant to this Agreement, the Servicing Rights Owner remains the sole and exclusive owner of the related Servicing Rights with respect to the GSMC Retained Interest SRO Mortgage Loans. Concurrently with the execution and delivery of this Agreement, the applicable GSMC Retained Interest AmountsDepositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of the Mortgage Loans. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer Seller, on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, does hereby deliver on or prior to the Closing Date, deliver unless otherwise specified in this Section 2.01, to, and deposit withwith the Trustee, or the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Serviceras its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) transferred and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee either on its face or by allonge attached thereto in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for the GS DSLA Mortgage Securities Corporation II Commercial Loan Trust 2006-AR1, Mortgage Loan Pass-Through Certificates, Series 19982006-C1AR1, without recourse"”, "Pay or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the order original Mortgage Note was lost, misplaced or destroyed, together with a copy of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related OriginatorMortgage Note; provided, show a complete chain however, that such substitutions of endorsement from Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the related Originator aggregate Cut-Off Date Principal Balance of which is less than or equal to 2% of the TrusteeCut-Off Date Aggregate Principal Balance; (ii) except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage or counterpart thereof showing the related Originator as mortgagee was executed pursuant to a power of attorney, with evidence of recording thereon or, if any such original Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a certified copy of such Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage delivered to the Trustee (or its Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified to be a true and complete copy as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee and the Depositor that an original thereof submitted for recordingrecorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan; (iii) the original or copy of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an executed Assignment Officer’s Certificate of Mortgage in suitable form for recordation the Seller certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or its custodian) on behalf of the Trust Fund is a true copy and that the original of such agreement has been forwarded to the public recording office; (iv) in the jurisdiction case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment, in which the Mortgaged Property is located form and substance acceptable for recording. The Mortgage shall be assigned to either "LaSalle “Deutsche Bank National BankTrust Company, as Trustee for the GS DSLA Mortgage Securities Corporation II Commercial Loan Trust 2006-AR1, Mortgage Loan Pass-Through Certificates, Series 19982006-C1AR1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee;” (v) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of the UCC-1 financing statementany intervening Assignment of Mortgage showing a complete chain of assignments, together with an original executed UCC-2 or UCC-3 financing statementor, in the case of an intervening Assignment that has been lost, a form suitable for filing, disclosing written Opinion of Counsel (delivered at the assignment Seller’s expense) acceptable to the Trustee of that such original intervening Assignment is not required to enforce the security Trustee’s interest in the personal property (if any) constituting security for repayment of the Mortgage LoanLoans; (vi) the original of the Loan Agreement Primary Insurance Policy, if any, or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original or a certified copy of lender's title insurance policy (or the original pro forma ’s title insurance policy), together with any endorsements thereto;; and (viii) if with respect to any related Assignment of Leases, Rents and Profits is separate from the MortgageCooperative Loan, the original executed versionCooperative Loan Documents. In connection with the assignment of any MERS Mortgage Loan, together the Seller agrees that it will take (or shall cause the Servicer to take), at the expense of the Seller (with an executed reassignment the cooperation of the Depositor, the Trustee and the Master Servicer), such actions as are necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans that are repurchased in accordance with this Agreement) in such computer files the information required by the MERS® System to identify the series of the Certificates issued in connection with the transfer of such instrument Mortgage Loans to the Trust Fund. Notwithstanding anything herein to the contrary, the Master Servicer and Securities Administrator are not responsible for monitoring any MERS Mortgage Loans. With respect to each Cooperative Loan, the Seller, on behalf of the Depositor, does hereby deliver to the Trustee (a "Reassignment or Custodian) the related Cooperative Loan Documents and the Seller shall take (or cause the Servicer to take), at the expense of Assignment the Seller (with the cooperation of Leasesthe Depositor, Rents the Trustee and Profits"the Master Servicer) such actions as are necessary under applicable law (including but not limited to the relevant UCC) in suitable form for recordation order to perfect the interest of the Trustee in the jurisdiction in which the related Mortgaged Property Property. Assignments of each Mortgage with respect to each Mortgage Loan that is located not a MERS Mortgage Loan (which reassignmentother than a Cooperative Loan) shall be recorded; provided, however, may be included in the Assignment of Mortgage and that such assignments need not be a separate instrument); recorded if, in the Opinion of Counsel (ix) copies which must be from Independent Counsel and not at the expense of the original Environmental Reports of Trust Fund or the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (xTrustee) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof acceptable to the Trustee; (xiii) if any related Lock-Box Agreement , each Rating Agency and the Master Servicer, recording in such states is separate from not required to protect the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security Trust Fund’s interest in the Reserve Accounts related Mortgage Loans; provided, further, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller (or the Seller will cause the Servicer to submit each such assignment for recording), at the cost and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest expense of the Seller, in the manner described above, at no expense to the Trustee on behalf Trust Fund or Trustee, upon the earliest to occur of (1) reasonable direction by the Majority Certificateholders); , (xiv2) any and all amendments, modifications and supplements to, and waivers related to, any the occurrence of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related a bankruptcy or insolvency relating to the Mortgage Loan; and Seller or the Depositor, or (xvii3) with respect to the Americold Pool Loanany one Assignment of Mortgage, the Co-Lender Agreementoccurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. On or promptly following Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event later more than (x) thirty Business Days following three months thereafter except to the Closing Date in extent delays are caused by the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 belowapplicable recording office), the Seller shall properly record (or its designee) shallthe Seller will cause the Servicer to properly record), at its expensethe expense of the Seller (with the cooperation of the Depositor, (1) record (a) the Trustee and the Master Servicer), in each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for public recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in office where the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file Mortgages are recorded, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.01(v) above with respect to a Mortgage Loan that is not a MERS Mortgage Loan. The Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (xiiiwith any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(vii) which has not yet been submitted for filing. In above, the event that any such document is lost Seller shall deliver or returned unrecorded because cause to be delivered to the Trustee the original or a copy of a defect thereinwritten commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the original or a certified copy thereof to be delivered to the Trustee, promptly upon receipt thereof, but in any case within 175 days of the Closing Date. The Seller shall deliver or cause to be delivered to the Trustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, or its designeein lieu of delivering the above documents, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original herewith delivers to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01Trustee, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian on behalf of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything an Officer’s Certificate which shall include a statement to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided effect that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created amounts received in connection with such prepayment that are required to be deposited in the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX")Distribution Account have been so deposited. Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement All original documents that are not delivered to the Trustee on behalf of the Trust Fund shall be held by the Master Servicer or the Servicer in trust for the Trustee, for the benefit of the Trust Fund and the Certificateholders. Nothing herein Upon discovery or receipt of notice of any materially defective document in, or that a document is missing from, a Mortgage File, the Seller shall be deemed have 90 days to override cure such defect or deliver such missing document to the provisions Trustee. If the Seller does not cure such defect or deliver such missing document within such time period, the Seller shall either repurchase or substitute for such Mortgage Loan in accordance with Section 2.03 hereof. The Depositor herewith delivers to the Trustee an executed copy of the Co-Lender Agreement or the Series 1998-XX XX Pooling Mortgage Loan Purchase Agreement.

Conveyance of Mortgage Loans. (a) The SellerSeller hereby sells, concurrently with the execution and delivery hereoftransfers, does herebyassigns, sell, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due received and receivable by the Seller on or with respect to the Mortgage Loans after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Seller as a Certificate Account Deposit as provided in this Agreement, other than interest and principal due on the Mortgage Loans on or prior to the Cut-Off Date, and, with respect off Date and interest accruing prior to the GSMC Retained Interest LoansCut-off Date. The Seller confirms that, concurrently with the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, it has deposited into the Seller shall make a cash deposit Certificate Account the Certificate Account Deposit. Immediately upon the conveyance of the Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Collection Account Trustee for benefit of the Certificateholders, without recourse, all right title and interest in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receiptMortgage Loans. The Seller shall further agrees to assign all of its right, title and interest in and to the interest rate cap transactions evidenced by the Confirmation And Agreements , and to cause the Reserve Accounts and Lock-Box Accounts all of its obligations in respect of such transactions to be transferred to and held in assumed by, the name of the Master Servicer Trustee on behalf of the Trustee as successor Trust Fund, on the terms and conditions set forth in the Corridor Contract Assignment Agreements. (b) [reserved] (c) The Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns and otherwise conveys to the applicable Originator. Trustee for the use and benefit of the Certificateholders, without recourse, all right title and interest in the portion of the Trust Fund not otherwise conveyed to the Trustee pursuant to Sections 2.01(a) or (b). (d) [reserved] (e) [reserved] (f) [reserved] (g) In connection with such the transfer and assignmentassignment of each Mortgage Loan, the Seller shallDepositor has delivered to, on or prior to and deposited with, the Closing DateTrustee (or, in the case of the Delay Delivery Mortgage Loans, will deliver to, and deposit with, the Custodian Trustee within the time periods specified in the definition of Delay Delivery Mortgage Loans) (on behalf except as provided in clause (vi) below) for the benefit of the Trustee), with copies to the Master Servicer and Special ServicerCertificateholders, the following documents or instruments with respect to each such Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items each Mortgage Loan, clause (ii), i) through (iii), (v) and (viiivi) below, which have previously been delivered pursuant to together, the pooling agreement related to Series 1998-XX XX"Mortgage File" for each such Mortgage Loan): (i) the original of the Mortgage Note, endorsed by the Seller or the originator of such Mortgage Loan, without recourse to the order of the Trustee recourse, in one of the following formsform: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, ________________ without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and with all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, that show a complete chain of endorsement from the related Originator originator to the TrusteeSeller, or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit from the Seller, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon, or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, a duly executed assignment of the Mortgage to "Asset-Backed Certificates, Series 2004-BC3, CWABS, Inc., by The Bank of New York, a New York banking corporation, as trustee under the Pooling and Servicing Agreement dated as of July 1, 2004, without recourse" (each such assignment, when duly and validly completed, to be in recordable form and sufficient to effect the assignment of and transfer to the assignee thereof, under the Mortgage to which such assignment relates); (iv) the original recorded assignment or assignments of the Mortgage together with all interim recorded assignments of such Mortgage (noting the presence of a MIN in the case of each MERS Mortgage Loan); (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; and (vi) the original or duplicate original lender's title policy or a printout of the electronic equivalent and all riders thereto or, in the event such original title policy has not been received from the insurer, such original or duplicate original lender's title policy and all riders thereto shall be delivered within one year of the Closing Date. In addition, in connection with the assignment of any MERS Mortgage Loan, the Seller agrees that it will cause, at the Seller's own expense, the MERS(R) System to indicate (and provide evidence to the Trustee that it has done so) that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code "[IDENTIFY TRUSTEE SPECIFIC CODE]" in the field "[IDENTIFY THE FIELD NAME FOR TRUSTEE]" which identifies the Trustee and (b) the code "[IDENTIFY SERIES SPECIFIC CODE NUMBER]" in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Seller further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In the event that in connection with any Mortgage Loan that is not a MERS Mortgage Loan the Seller cannot deliver the original recorded Mortgage or counterpart all interim recorded assignments of the Mortgage satisfying the requirements of clause (ii), (iii) or (iv) concurrently with the execution and delivery hereof, the Seller shall deliver or cause to be delivered to the Trustee a true copy of such Mortgage and of each such undelivered interim assignment of the Mortgage each certified by the Seller, the applicable title company, escrow agent or attorney, or the originator of such Mortgage, as the case may be, to be a true and complete copy of the original Mortgage or assignment of Mortgage submitted for recording. For any such Mortgage Loan that is not a MERS Mortgage Loan the Seller shall promptly deliver or cause to be delivered to the Trustee such original Mortgage and such assignment or assignments with evidence of recording indicated thereon upon receipt thereof showing from the public recording official, or a copy thereof, certified, if appropriate, by the relevant recording office, but in no event shall any such delivery be made later than 270 days following the Closing Date; provided that in the event that by such date the Seller is unable to deliver or cause to be delivered each such Mortgage and each interim assignment by reason of the fact that any such documents have not been returned by the appropriate recording office, or, in the case of each interim assignment, because the related Originator Mortgage has not been returned by the appropriate recording office, the Seller shall deliver or cause to be delivered such documents to the Trustee as mortgagee orpromptly as possible upon receipt thereof. If the public recording office in which a Mortgage or interim assignment thereof is recorded retains the original of such Mortgage or assignment, a copy of the original Mortgage or assignment so retained, with evidence of recording thereon, certified to be true and complete by such recording office, shall satisfy the Seller's obligations in Section 2.01. If any document submitted for recording pursuant to this Agreement is (x) lost prior to recording or rejected by the applicable recording office, the Seller shall immediately prepare or cause to be prepared a substitute and submit it for recording, and shall deliver copies and originals thereof in accordance with the foregoing or (y) lost after recording, the Seller shall deliver to the Trustee a copy of such document certified by the applicable public recording office to be a true and complete copy of the original recorded document. The Seller shall promptly forward or cause to be forwarded to the Trustee (x) from time to time additional original documents evidencing an assumption or modification of a Mortgage Loan and (y) any other documents required to be delivered by the Depositor or the Master Servicer to the Trustee within the time periods specified in this Section 2.01. With respect to each Mortgage Loan other than a MERS Mortgage Loan as to which the related Mortgaged Property and Mortgage File are located in (a) the State of California or (b) any other jurisdiction under the laws of which the recordation of the assignment specified in clause (iii) above is not necessary to protect the Trustee's and the Certificateholders' interest in the related Mortgage Loan, as evidenced by an Opinion of Counsel, delivered by the Seller to the Trustee and a copy to the Rating Agencies, in lieu of recording the assignment specified in clause (iii) above, the Seller may deliver an unrecorded assignment in blank, in form otherwise suitable for recording to the Trustee; provided that if any such original the related Mortgage has not been returned from the applicable public recording office, a such assignment, or any copy thereof certified thereof, of the Mortgage may exclude the information to be provided by the recording office. As to any Mortgage Loan other than a true and complete copy MERS Mortgage Loan, the procedures of the original thereof submitted for recording; (iii) an executed Assignment of preceding sentence shall be applicable only so long as the related Mortgage in suitable form for recordation File is maintained in the possession of the Trustee in the State or jurisdiction described in which such sentence. In the Mortgaged Property is located event that with respect to either "LaSalle National Bank, as Trustee for Mortgage Loans other than MERS Mortgage Loans (i) the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the MortgageSeller, the original executed version Depositor or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment Master Servicer gives written notice to the Trustee that recording is required to protect the right, title and interest of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); Certificateholders in and to any Mortgage Loan, (xivii) a court recharacterizes the sale of the Mortgage Loans as a financing, or (iii) as a result of any change in or amendment to the laws of the State or jurisdiction described in the first sentence of this paragraph or any applicable political subdivision thereof, or any change in official position regarding application or interpretation of such laws, including a holding by a court of competent jurisdiction, such recording is so required, the Trustee shall complete the assignment in the manner specified in clause (iii) of the second paragraph of this Section 2.01 and all amendmentsthe Seller shall submit or cause to be submitted for recording as specified above or, modifications should the Seller fail to perform such obligations, the Trustee shall cause the Master Servicer, at the Master Servicer's expense, to cause each such previously unrecorded assignment to be submitted for recording as specified above. In the event a Mortgage File is released to the Master Servicer as a result of the Master Servicer's having completed a Request for Release in the form of Exhibit M, the Trustee shall complete the assignment of the related Mortgage in the manner specified in clause (iii) of the second paragraph of this Section 2.01. So long as the Trustee maintains an office in the State of California, the Trustee shall maintain possession of and supplements to, and waivers related to, not remove or attempt to remove from the State of California any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related Mortgage Files as to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to Mortgaged Property is located in Section 2.01(v) or (xiii) which has not yet been submitted for filingsuch State. In the event that any such document is lost or returned unrecorded because the Seller fails to record an assignment of a defect thereinMortgage Loan as herein provided within 90 days of notice of an event set forth in clause (i), the Seller, (ii) or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt (iii) of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01above paragraph, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trusteeshall prepare and, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01if required hereunder, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the file such assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially for recordation in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (appropriate real property or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Sellerrecords office. The Seller hereby assigns appoints the Master Servicer (and any successor servicer hereunder) as its rights attorney-in-fact with full power and obligations under authority acting in its stead for the Co-Lender Agreement to the Trustee on behalf purpose of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreementsuch preparation, execution and filing.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey in trust to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-off Date Principal Balance, all interest accruing thereon on and after the Cut-off Date and all collections in respect of interest and principal due after the Cut-off Date; (ii) property which secured each such Mortgage Loan and which has been acquired by foreclosure or deed in lieu of foreclosure; (iii) its interest in any insurance policies in respect of the Mortgage Loans, including all ; (iv) the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the SellerDepositor under the Mortgage Loan Purchase Agreement, and all Reserve Accounts, Lock-Box Accounts, (v) the Goldman Group Guaranty, right to receive any amounts payable under the Reinvestment Enhancement Instrument, the Co-Lender Agreement and Cap Contract (vi) all other assets included or to be included in the Trust Fund for the benefit and (vii) all proceeds of any of the Certificateholdersforegoing. Such transfer and assignment includes all interest and principal due on and collected by the Depositor or the Servicer after the Cut-off Date with respect to the Mortgage Loans other than interest Loans. The Depositor hereby directs the Trustee to execute, deliver and principal due perform its obligations under the Cap Contract on or prior to the Cut-Off Date, and, with respect to Closing Date and thereafter on behalf of the GSMC Retained Interest LoansHolders of the Class A Certificates, the applicable GSMC Retained Interest AmountsMezzanine Certificates and the Class B Certificates. The Seller, the Depositor, the Servicer and the Holders of the Class A Certificates, the Mezzanine Certificates and the Class B Certificates by their acceptance of such Certificates acknowledge and agree that the Trustee shall execute, deliver and perform its obligations under the Cap Contract and shall do so solely in its capacity as Trustee of the Trust Fund and not in its individual capacity. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, on or prior to the Closing Date, does hereby deliver to, and deposit with, the Custodian (on behalf of with the Trustee, or its designated agent (the "Custodian"), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Initial Mortgage Loan so transferred and assigned (other than and shall, in accordance with Section 2.08, deliver or caused to be delivered to the Americold Pool Loan, Trustee with respect to items each Subsequent Mortgage Loan, the following documents or instruments (ii)with respect to each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa "Mortgage File"): (i) the original of the Mortgage Note, endorsed without recourse to the order of either (A) in blank, in which case the Trustee shall cause the endorsement to be completed or (B) in one of the following formsform: "Pay to the order of LaSalle Deutsche Bank National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National BankTrust Company, as Trustee, without recourse"" or with respect to any lost Mortgage Note, "Pay to an original Lost Note Affidavit stating that the order original mortgage note was lost, misplaced or destroyed, together with a copy of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originatormortgage note; provided, show a complete chain however, that such substitutions of endorsement from Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans, the related Originator aggregate Cut-off Date Principal Balance of which is less than or equal to 1.00% of the TrusteePool Balance as of the Cut-off Date; (ii) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage or counterpart thereof showing the related Originator as mortgagee was executed pursuant to a power of attorney, with evidence of recording thereon or, if any such original Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy thereof of such Mortgage or power of attorney, as the case may be, certified to be a true and complete copy of the original thereof submitted for recording; (iii) unless the Mortgage Loan is registered on the MERS(R) System, an executed Assignment of original Assignment, in form and substance acceptable for recording. The Mortgage shall be assigned either (A) in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located blank or (B) to either "LaSalle Deutsche Bank National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National BankTrust Company, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) an original copy of any intervening assignment of Mortgage showing a complete chain of assignments (or to MERS, if the related security agreement Mortgage Loan is separate from registered on the Mortgage, MERS(R) System and noting the original executed version or counterpart thereof presence of such security agreement and the assignment thereof to the TrusteeMIN); (v) the original or a certified copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan;lender's title insurance policy; and (vi) the original or copies of the Loan Agreement each assumption, modification, written assurance or counterpart thereof relating to such Mortgage Loansubstitution agreement, if any; . The Depositor herewith also delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. If any of the documents referred to in Section 2.01(ii), (viiiii) or (iv) above has as of the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans) been submitted for recording but either (x) has not been returned from the applicable public recording office or (y) has been lost or such public recording office has retained the original of such document, the obligations of the Depositor to deliver such documents shall be deemed to be satisfied upon (1) delivery to the Trustee or the Custodian no later than the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), of a copy of each such document certified by the Originator in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Originator, delivery to the Trustee or the Custodian, promptly upon receipt thereof of either the original or a copy of such document certified by the applicable public recording office to be a true and complete copy of the original. If the original lender's title insurance policy (policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(v) above, the Depositor shall deliver or cause to be delivered to the Trustee or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the MortgageCustodian, the original executed versionor a copy of a written commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, together with an executed reassignment of such instrument the original or a certified copy thereof to be delivered to the Trustee (or the Custodian, promptly upon receipt thereof. The Servicer or the Depositor shall deliver or cause to be delivered to the Trustee or the Custodian promptly upon receipt thereof any other documents constituting a "Reassignment part of Assignment a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of Leasesany Mortgage Loan. Upon discovery or receipt of notice of any materially defective document in, Rents or that a document is missing from, a Mortgage File, the Trustee shall notify the Servicer and Profits") shall enforce the obligations of the Seller or the Originator, as applicable, under the Mortgage Loan Purchase Agreement to cure such defect or deliver such missing document to the Trustee or the Custodian within 90 days. If the Seller or the Originator, as applicable, does not cure such defect or deliver such missing document within such time period, the Trustee shall enforce the obligations of the Seller or the Originator, as applicable, to either repurchase or substitute for such Mortgage Loan in suitable form accordance with Section 2.03. If the Seller or the Originator, as applicable, fails to either repurchase or substitute for recordation such Mortgage Loan in accordance with its respective obligations under the Mortgage Loan Purchase Agreement, the Trustee and the Depositor shall consult on further actions to be taken against the Originator or the Seller, as applicable. In connection with the foregoing, it is understood that the Trustee shall have no duty to discover any such defects except in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment course of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination performing its review of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof Files to the Trustee; (xiii) if extent set forth herein. Except with respect to any related Lock-Box Agreement Mortgage Loan for which MERS is separate from identified on the Mortgage or Loan Agreement, on a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy properly recorded assignment of the UCC-1 financing statementsMortgage as the mortgagee of record, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf shall enforce the obligations of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to Originator under the Mortgage Loan; and (xvii) with respect Loan Purchase Agreement to cause the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but Assignments which were delivered in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below blank to be completed and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) to record (a) each Assignment of Mortgage all Assignments referred to in Section 2.01(iii) which has not yet been submitted hereof and, to the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce the obligations of the Originator under the Mortgage Loan Purchase Agreement to deliver such assignments for recording and within 180 days of the Closing Date (b) each Reassignment of Assignment of Leasesor Subsequent Transfer Date, Rents and Profits referred with respect to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filingSubsequent Mortgage Loans). In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at Trustee shall enforce the Seller's expense shall use its best efforts obligations of the Originator under the Mortgage Loan Purchase Agreement to promptly prepare have a substitute document for signature by Assignment prepared or have such defect cured, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, within 30 Business Days after the Closing Date (or Subsequent Transfer Date, with respect to Subsequent Mortgage Loans), the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Trustee shallDepositor further agrees that it will not, and will not permit the Servicer to, and the Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. In the event that any Mortgage Note is endorsed in blank as of the Closing Date, promptly upon receipt of following the original recorded copy Closing Date, the Trustee shall cause (and in no event later than five Business Days following at the Seller's expense) to be completed such receipt) deliver such original endorsements "Pay to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01order of Deutsche Bank National Trust Company, in those instances where the public recording office retains the original Mortgageas Trustee, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller without recourse." The Servicer shall be deemed to have been satisfied upon delivery forward to the Custodian original documents evidencing an assumption, modification, consolidation or extension of any Mortgage Loan entered into in accordance with this Agreement within two weeks of their execution; provided, however, that the Servicer shall provide the Custodian with a certified true copy of any such document submitted for recordation within two weeks of its execution, and shall provide the original of any document submitted for recordation or a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, document certified by the appropriate public recording office to be a true and complete copy of the original within 365 days of its submission for recordation. In the event that the Servicer cannot provide a copy of such document certified by the public recording office within such 365 day period, the Servicer shall deliver to the Custodian, within such 365 day period, an Officers' Certificate of the Servicer which shall (A) identify the recorded original thereof. If a pro forma title insurance policy document, (B) state that the recorded document has not been delivered to the Custodian in lieu due solely to a delay caused by the public recording office, (C) state the amount of an original title insurance policy, time generally required by the Seller will promptly deliver applicable recording office to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v)record and return a document submitted for recordation, if not already filed, to be filed in known and (D) specify the date the applicable public recording office and upon filing will promptly deliver recorded document is expected to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer Custodian, and, upon receipt of a copy of such document certified by the Seller or public recording office, the Trustee, as applicable. Notwithstanding anything Servicer shall immediately deliver such document to the contrary contained in this Section 2.01, if, on Custodian. In the Closing Date event the appropriate public recording office will not certify as to the accuracy of such document, the Servicer shall deliver a copy of such document certified by an officer of the Servicer to be a true and complete copy of the original to the Custodian. The parties hereto understand and agree that it is not intended that any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially be included in the form of Exhibit P; provided Trust that all required original assignments with respect to such Mortgage is a "High-Cost Home Loan, in fully complete and recordable form, are delivered " as defined by the Seller for recording within 180 days Homeownership and Equity Protection Act of the Closing Date (1994 or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and any other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement applicable predatory or the Series 1998-XX XX Pooling Agreementabusive lending laws.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans, including ; (v) all rights to payment in respect thereof, except as set forth below, and proceeds of any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, foregoing; and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and (vi) all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such transfer and assignment includes all interest and principal due on to the Depositor or the Master Servicer after the Cut-Off Date with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shalladdition, on or prior to the Closing Date, the Depositor shall cause the Yield Maintenance Provider to enter into the Yield Maintenance Agreements with the Securities Administrator. The Depositor hereby directs the Securities Administrator to execute, not in its individual capacity, but solely as Securities Administrator on behalf of the Trust, and deliver the Yield Maintenance Agreements. (b) Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Mortgage Loan Purchase Agreement, including all rights of the Seller under the Servicing Agreement to the extent assigned in the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement and all rights of the Seller under the Servicing Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of defective Mortgage Loan documents. The foregoing sale, transfer, assignment, set-over, deposit and conveyance does not and is not intended to result in creation or assumption by the Trustee of any obligation of the Depositor, the Seller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. (c) In connection with such transfer, conveyance and assignment of the Mortgage Loans, the Seller does hereby deliver to, and deposit with, or cause to be delivered to and deposited with, the Custodian (acting on behalf of the Trustee)’s behalf, the Mortgage Files with copies respect to the Master Servicer Mortgage Loan so transferred and Special Servicer, the following documents or instruments assigned. (d) Assignments of each Mortgage with respect to each Mortgage Loan so assigned that is not a MERS Mortgage Loan shall be recorded; provided, however, that such assignments need not be recorded if, in the Opinion of Counsel (other than which must be from Independent Counsel and not at the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original expense of the Note, endorsed without recourse to Trust or the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator ) acceptable to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement Rating Agency and the assignment thereof Master Servicer, recording in such states is not required to protect the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security ’s interest in the personal property (if any) constituting security related Mortgage Loans; provided, further, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for repayment of recording by the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy Seller (or the original pro forma title insurance policySeller will cause the Servicer to submit each such assignment for recording), together with any endorsements thereto; (viii) if any related Assignment at the cost and expense of Leasesthe Seller, Rents and Profits is separate from in the Mortgagemanner described above, the original executed version, together with an executed reassignment of such instrument at no expense to the Trustee Trust or Trustee, upon the earliest to occur of (1) reasonable direction by the Majority Certificateholders, (2) the occurrence of a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof bankruptcy or insolvency relating to the Trustee; Seller or the Depositor, or (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii3) with respect to the Americold Pool Loanany one Assignment of Mortgage, the Co-Lender Agreementoccurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. On or promptly following Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event later more than (x) thirty Business Days following three months thereafter except to the Closing Date in extent delays are caused by the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 belowapplicable recording office), and to the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment extent recordation is required under the laws of Mortgage referred the applicable jurisdiction to in Section 2.01(iii) which has not yet been submitted for recording protect the Trustee’s and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included the Certificateholders’ interest in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one shall properly record (or the Seller will cause the Servicer to properly record), at the expense of the assignments in favor Seller (with the cooperation of the Trustee referred to in clauses (iiiDepositor, the Master Servicer and the Trustee), (v)in each public recording office where the related Mortgages are recorded, (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering each assignment with respect to such a Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such is not a MERS Mortgage Loan, in fully complete and recordable form, are . (e) The Seller shall deliver or cause to be delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessaryCustodian, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee acting on behalf of the CertificateholdersTrustee, promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Depositor by the Seller, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. (f) For Mortgage Loans (if any) that have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Seller, in lieu of delivering the above documents, herewith delivers to the Custodian on behalf of the Trustee, an Officer’s Certificate which shall include a statement to the effect that all amounts received in connection with such prepayment that are required to be deposited in the Distribution Account have been so deposited. Nothing herein All original documents that are not delivered to the Custodian on behalf of the Trust shall be deemed to override held by the provisions Servicer in trust for the Trustee, for the benefit of the Co-Lender Agreement or Trust and the Series 1998-XX XX Pooling Certificateholders. (g) The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement.

Conveyance of Mortgage Loans. The Seller(a) Effective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage Loans, including all rights Trustee pursuant to payment in respect Section 14 thereof, except as set forth below(iii) the Initial Deposit, (iv) the Depositor's rights under the Intercreditor Agreements and any security interest thereunder (whether in real or personal property and whether tangible or intangiblev) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund REMIC I for the benefit of the CertificateholdersREMIC II and REMIC III. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date, and, with respect . The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amountsconstitute a sale. In connection with such transfer and assignmentthe initial sale of the Certificates by the Depositor, the Seller shall make purchase price to be paid includes a cash deposit portion attributable to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly interest accruing on the Master Servicer Remittance Date immediately following receipt. The Certificates from and after the Cut-Off Date. (b) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor pursuant to the applicable Originator. In connection with such transfer Mortgage Loan Purchase Agreement to deliver to and assignmentdeposit with, or cause to be delivered to and deposited with, the Seller shallTrustee or a Custodian appointed hereunder, on or prior to before the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to Mortgage Note for each Mortgage Loan so assigned assigned, endorsed to the Trustee as specified in clause (other than i) of the Americold Pool Loandefinition of "Mortgage File." Each Seller is required, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related applicable Mortgage Loan Purchase Agreement, to Series 1998-XX XX): (i) deliver to the original Trustee the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse"the Fiscal Agent, "Pay to the order of LaSalle National BankPaying Agent, as any Custodian, without recourse", "Pay the Master Servicer or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the order document delivery requirements of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee;Purchase Agreements and this Section 2.1(b). (iic) The applicable Seller shall, at its expense as to each Mortgage Loan, promptly (and in any event within 45 days following the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified receipt thereof) cause to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation recording or filing, as the case may be, in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bankappropriate public office for real property records or UCC financing statements, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificatesappropriate, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the each assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of the security interest in definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument public recording office to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage following recording or Loan Agreement, a copy thereoffiling; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event provided that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Assignment of Mortgage, Assignment of Mortgage or Reassignment assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedLeases or assignment of UCC financing statements, the obligations hereunder of the applicable Seller shall be deemed to have been satisfied upon delivery to the Custodian of obtain therefrom a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereoforiginal. The applicable Seller shall forward copies thereof to the Trustee and the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a pro forma title insurance policy has defect therein, the applicable Seller shall, pursuant to the applicable Mortgage Loan Purchase Agreement, promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the applicable Seller shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. The parties acknowledge the obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the Trustee, on or before the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached as Exhibit C to the Primary Servicing Agreements in favor of the Trustee and the Special Servicer to empower the Trustee and, in the event of the failure or incapacity of the Trustee, the Special Servicer, to submit for recording, at the expense of the applicable Seller, any mortgage loan documents required to be recorded as described in the preceding paragraph and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Custodian Trustee). The Sellers agree to reasonably cooperate with the Trustee and the Special Servicer in lieu connection with any additional powers of an original title insurance policyattorney or revisions thereto that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except that to the extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the related Seller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the related Seller's expense, after the periods set forth above provided, however, the Trustee shall not submit such assignments for recording if the applicable Seller will promptly deliver produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the applicable recording office. (d) All relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Mortgage Loans or Companion Loans and that are not already filed, required to be filed a part of a Mortgage File in accordance with the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents definition thereof shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, ifPrimary Servicer on its behalf, on or before the date that is 45 days following the Closing Date as to any Mortgage Loan, and shall be held by the Seller cannot deliver in complete and recordable form any one of the assignments in favor Master Servicer or Primary Servicer on behalf of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) trust for the benefit of the definition Certificateholders. The Depositor shall deliver or cause the related Seller to deliver to the Special Servicer a copy of "each Mortgage File" solely because of File to the unavailability of recording information as extent that (i) such copy has not previously been delivered to any existing document or instrument, the Seller may provisionally satisfy Special Servicer and (ii) the delivery requirements of this Section 2.01(bSpecial Servicer requests (in writing) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording copy within 180 days of following the Closing Date (or within such longer period as the Trustee in its discretion may permit)Date. The Americold Pool Loan is secured Depositor shall deliver or cause the related Seller to deliver such copy within a reasonable period following such request by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan")Special Servicer. The Other Americold Pool Loan is included in a trust fund created in connection with To the issuance of extent delivered to the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made Master Servicer or related Primary Servicer by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender AgreementSeller, the servicer of the Series 1998-XX XX Servicer Mortgage File, will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX willinclude, to the extent necessaryrequired to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, specially service both copies of the Americold Pool Loan following items: the Mortgage Note, any Mortgage, the Assignment of Leases and the Other Americold Pool LoanAssignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, the insurance policies or certificates (as applicable), the property inspection reports, any financial statements on the property, any escrow analysis, the tax bills, the Appraisal, the environmental report, the engineering report, the asset summary, financial information on the Mortgagor/sponsor and any guarantors, any letters of credit and any Environmental Insurance Policies. Delivery of any of the foregoing documents to the applicable Primary Servicer (or sub-servicer) shall be deemed delivery to the Master Servicer and satisfy the Depositor's obligations under this Section 2.1(d). None of the Master Servicer, the Special Servicer or any Primary Servicer shall have any liability for the absence of any of the foregoing items from the Servicing Mortgage File if such item was not delivered by the related Seller. (e) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties made by the Sellers with respect to each case related Mortgage Loan as of the Closing Date. (f) In connection herewith, the Depositor has acquired the Principal Loans from Principal, the JHREF Loans from JHREF, the Xxxxx Fargo Loans from Xxxxx Fargo, the BSF Loans from BSF and the MSDWMC Loans from MSDWMC. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Principal Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with a copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the JHREF Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Xxxxx Fargo Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the BSF Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the MSDWMC Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, Principal, JHREF, Xxxxx Fargo, BSF and MSDWMC, as applicable, are required under the terms Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and assignments of Assignments of Leases and assignments of UCC financing statements naming the Trustee, on behalf of the Co-Lender Agreement Certificateholders, as assignee. Notwithstanding the fact that the assignments shall name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for all purposes the Principal Loans shall be deemed to have been transferred from Principal to the Depositor, the JHREF Loans shall be deemed to have been transferred from JHREF to the Depositor, the Xxxxx Fargo Loans shall be deemed to have been transferred from Xxxxx Fargo to the Depositor, the BSF Loans shall be deemed to have been transferred from BSF to the Depositor and the Series 1998-XX XX Pooling Agreement. Pursuant MSDWMC Loans shall be deemed to have been transferred from MSDWMC to the terms of Depositor, and all Mortgage Loans shall be deemed to have been transferred from the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement Depositor to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey hereby assign to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller Depositor in and to (i) the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off off Date (other than Monthly Payments due on the Mortgage Loans in the month of the Cut-off Date); and (ii) all proceeds of the foregoing. In addition, on the Closing Date, and, the Trustee is hereby directed to enter into the Yield Maintenance Agreement on behalf of the Trust Fund with respect to the GSMC Retained Interest LoansYield Maintenance Agreement Provider. The Depositor, the applicable GSMC Retained Interest Amounts. Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Security Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005. (b) In connection with such transfer and assignment, and contemporaneously with the Seller shall make a cash deposit delivery of this Agreement, the Depositor delivered or caused to be delivered hereunder to the Collection Account in an amount equal to Trustee, the Cash Deposit. The Master Servicer Yield Maintenance Agreement (the delivery of which shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on evidence that the Master Servicer Remittance Date immediately following receipt. The Seller shall cause fixed payment for the Reserve Accounts Yield Maintenance Agreement has been paid and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has been authorized hereby), and except as successor set forth in Section 2.01(c) below and subject to the applicable Originator. In connection with such transfer and assignmentSection 2.01(d) below, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian (on behalf Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee), with copies to the Master Servicer and Special ServicerTrustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the The original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one and showing an unbroken chain of endorsements from the following forms: "Pay originator thereof to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay Person endorsing it to the order of LaSalle National Bank, as Trustee, without recourse"or with respect to any Destroyed Mortgage Note, "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement an original lost note affidavit from the related Originator to Seller or Residential Funding stating that the Trusteeoriginal Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the original recorded presence of the MIN of the Mortgage or counterpart thereof showing Loan (if the related Originator as mortgagee Mortgage Loan is Registered on the MERS(R)System) and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or, if any such the original Mortgage has not yet been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recordingMortgage with evidence of recording indicated thereon; (iii) an executed Unless the Mortgage Loan is registered on the MERS(R)System, the Assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage in suitable form for recordation in to the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" with evidence of recording indicated thereon or "LaSalle National Bank, as Custodial Agent, without recourse"a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator to the Person assigning it to the Trustee (or to MERS, if the related security agreement Mortgage Loan is separate from registered on the MortgageMERS(R)System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, the original executed version or counterpart thereof a copy of such security agreement and assignment or assignments of the assignment thereof to the Trustee;Mortgage with evidence of recording indicated thereon; and (v) a copy The original of the UCC-1 financing statementeach modification, together with an original executed UCC-2 assumption agreement or UCC-3 financing statementpreferred loan agreement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof , relating to such Mortgage Loan, if any; (vii) or a copy of each modification, assumption agreement or preferred loan agreement. The Depositor may, in lieu of delivering the original lender's title insurance policy of the documents set forth in Section 2.01(b)(ii), (iii), (iv) and (v) (or the original pro forma title insurance policycopies thereof as permitted by Section 2.01(b), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment or the Custodian, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of Assignment of Leases, Rents all present and Profits") in suitable form for recordation future Certificateholders until such time as is set forth in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreementnext sentence. On or promptly following the Closing Date (but in no event later than (x) Within thirty Business Days following the Closing Date in earlier of (i) the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy of all of the documents or instruments set forth in Section 2.01(b)(ii), (iii), (iv) and in no event later than five Business Days following (v) (or copies thereof as permitted by such receiptSection) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Master Servicer shall deliver a complete set of such original documents to the Custodian. Trustee or the Custodian that is the duly appointed agent of the Trustee. (c) Notwithstanding anything to the contrary contained in this provisions of Section 2.012.01(b), in those instances where the event that in connection with any Mortgage Loan, if the Depositor cannot deliver the original of the Mortgage, any assignment, modification, assumption agreement or preferred loan agreement (or copy thereof as permitted by Section 2.01(b)) with evidence of recording thereon concurrently with the execution and delivery of this Agreement because of (i) a delay caused by the public recording office retains the original where such Mortgage, Assignment of Mortgage assignment, modification, assumption agreement or Reassignment of Assignment of Leasespreferred loan agreement as the case may be, Rents and Profits, if applicable, after any has been recordeddelivered for recordation, or (ii) a delay in the receipt of certain information necessary to prepare the related assignments, the obligations hereunder of the Seller Depositor shall deliver or cause to be deemed to have been satisfied upon delivery delivered to the Trustee or the respective Custodian of a copy of such Mortgage, assignment, modification, assumption agreement or preferred loan agreement. The Depositor shall promptly cause to be recorded in the appropriate public office for real property records the Assignment referred to in clause (iii) of Section 2.01(b), except (a) in states where, in the Opinion of Counsel acceptable to the Master Servicer, such recording is not required to protect the Trustee's interests in the Mortgage Loan or (b) if MERS is identified on the Mortgage or Reassignment on a properly recorded assignment of the Mortgage as the mortgagee of record solely as nominee for Residential Funding and its successors and assigns. If any Assignment is lost or returned unrecorded to the Depositor because of Leasesany defect therein, Rents the Depositor shall prepare a substitute Assignment or cure such defect, as the case may be, and Profitscause such Assignment to be recorded in accordance with this paragraph. The Depositor shall promptly deliver or cause to be delivered to the Trustee or the respective Custodian such Mortgage or Assignment, if applicableas applicable (or copy thereof as permitted by Section 2.01(b)), certified by with evidence of recording indicated thereon upon receipt thereof from the public recording office or from the related Subservicer or Seller. If the Depositor delivers to be a true and the Trustee or Custodian any Mortgage Note or Assignment of Mortgage in blank, the Depositor shall, or shall cause the Custodian to, complete copy the endorsement of the recorded original thereof. If a pro forma title insurance policy has been delivered to Mortgage Note and the Custodian in lieu Assignment of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed Mortgage in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor name of the Trustee referred to in clauses conjunction with the Interim Certification issued by the Custodian, as contemplated by Section 2.02. Any of the items set forth in Sections 2.01(b)(ii), (iii), (iv) and (v)) that may be delivered as a copy rather than the original may be delivered to the Trustee or the Custodian. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, (viii) or (xiii) the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS(R)System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the definition Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Mortgage FilePool Field" solely because which identifies the series of the unavailability of recording information as to any existing document or instrumentCertificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Seller may provisionally satisfy Master Servicer to, and the delivery requirements of Master Servicer agrees that it will not, alter the codes referenced in this Section 2.01(b) by delivering paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan on is repurchased in accordance with the Closing Date an omnibus assignment terms of this Agreement. (d) It is intended that the conveyances by the Depositor to the Trustee of the Mortgage Loans as provided for in this Section 2.01 be construed as a sale by the Depositor to the Trustee of the Mortgage Loans for the benefit of the Certificateholders. Further, it is not intended that any such conveyance be deemed to be a pledge of the Mortgage Loan substantially Loans by the Depositor to the Trustee to secure a debt or other obligation of the Depositor. However, in the event that the Mortgage Loans are held to be property of the Depositor or of Residential Funding, or if for any reason this Agreement is held or deemed to create a security interest in the Mortgage Loans, then it is intended that (a) this Agreement shall also be deemed to be a security agreement within the meaning of Articles 8 and 9 of the New York Uniform Commercial Code and the Uniform Commercial Code of any other applicable jurisdiction; (b) the conveyances provided for in this Section 2.01 shall be deemed to be (1) a grant by the Depositor to the Trustee of a security interest in all of the Depositor's right (including the power to convey title thereto), title and interest, whether now owned or hereafter acquired, in and to (A) the Mortgage Loans, including (a) the related Mortgage Note and Mortgage, and (b) any insurance policies and all other documents in the related Mortgage File, (B) all amounts payable pursuant to the Mortgage Loans or the Yield Maintenance Agreement in accordance with the terms thereof and (C) any and all general intangibles, payment intangibles, accounts, chattel paper, instruments, documents, money, deposit accounts, certificates of deposit, goods, letters of credit, advices of credit and investment property and other property of whatever kind or description now existing or hereafter acquired consisting of, arising from or relating to any of the foregoing, and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, instruments, securities or other property, including without limitation all amounts from time to time held or invested in the Certificate Account or the Custodial Account, whether in the form of Exhibit P; provided that cash, instruments, securities or other property and (2) an assignment by the Depositor to the Trustee of any security interest in any and all required original assignments with respect of Residential Funding's right (including the power to such Mortgage Loanconvey title thereto), title and interest, whether now owned or hereafter acquired, in fully complete and recordable formto the property described in the foregoing clauses (1)(A), are delivered (B) and (C) granted by Residential Funding to the Depositor pursuant to the Assignment Agreement; (c) the possession by the Seller for recording within 180 days Trustee, the Custodian or any other agent of the Closing Date Trustee of Mortgage Notes or such other items of property as they constitute instruments, money, payment intangibles, negotiable documents, goods, deposit accounts, letters of credit, advices of credit, investment property, certificated securities or chattel paper shall be deemed to be "possession by the secured party," or possession by a purchaser or a person designated by such secured party, for purposes of perfecting the security interest pursuant to the Uniform Commercial Code as in effect in the States of New York and Minnesota and any other applicable jurisdiction; and (d) notifications to persons holding such property, and acknowledgments, receipts or within confirmations from persons holding such longer period property, shall be deemed notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents of, or persons holding for, (as applicable) the Trustee in its discretion may permit)for the purpose of perfecting such security interest under applicable law. The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (Depositor and, at the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the SellerDepositor's Commercial Mortgage Pass-Through Certificatesdirection, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan Residential Funding and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX willTrustee shall, to the extent necessaryconsistent with this Agreement, specially service both take such reasonable actions as may be necessary to ensure that, if this Agreement were deemed to create a security interest in the Americold Pool Loan Mortgage Loans and the Other Americold Pool Loanother property described above, in each case such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the terms term of this Agreement. Without limiting the generality of the Co-Lender Agreement foregoing, the Depositor shall prepare and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement deliver to the Trustee on behalf not less than 15 days prior to any filing date and, the Trustee shall forward for filing, or shall cause to be forwarded for filing, at the expense of the Certificateholders. Nothing herein Depositor, all filings necessary to maintain the effectiveness of any original filings necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee's security interest in or lien on the Mortgage Loans, as evidenced by an Officers' Certificate of the Depositor, including without limitation (x) continuation statements, and (y) such other statements as may be occasioned by (1) any change of name of Residential Funding, the Depositor or the Trustee (such preparation and filing shall be deemed to override at the provisions expense of the Co-Lender Agreement Trustee, if occasioned by a change in the Trustee's name), (2) any change of location of the place of business or the Series 1998-XX XX Pooling Agreementchief executive office of Residential Funding or the Depositor or (3) any transfer of any interest of Residential Funding or the Depositor in any Mortgage Loan.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the SellerDepositor under the Mortgage Loan Purchase Agreement (other than the Depositor’s rights under Section 17 thereof), and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior to the Closing Date, andthe Trustee shall execute the Cap Agreement, with respect the Swap Agreement, PMI Letter Agreement and the MGIC Letter Agreement and the Depositor hereby directs the Trustee to do so. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the GSMC Retained Interest LoansTrustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa “Mortgage File”): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ,” with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut-off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified originator to be a true and complete copy of the original thereof submitted for recordingPerson assigning the Mortgage to the Trustee or in blank; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vie) the original or copies of the Loan Agreement each assumption, modification, written assurance or counterpart thereof relating to such Mortgage Loansubstitution agreement, if any;; and (viif) the original lender's title insurance policy (or the original pro forma ’s title insurance policy), together with any all endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from or riders issued with or subsequent to the Mortgage, the original executed version, together with an executed reassignment issuance of such instrument to policy, insuring the Trustee (priority of the Mortgage as a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which first lien on the Mortgaged Property is located (which reassignment, however, may be included represented therein as a fee interest vested in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of Mortgagor, or in the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts event such title policy is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreementunavailable, a copy thereof; with respect to written commitment or uniform binder or preliminary report of title issued by the Reserve Accounts and Lock-Box Accountstitle insurance or escrow company. The Master Servicer, if anyin its capacity as Seller, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein shall promptly (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: “Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Trustee shallNotwithstanding the foregoing, promptly the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (and in no event later than five Business Days following such receiptii) deliver such original the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the CustodianSeller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding anything the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the contrary contained Trustee as an Extraordinary Trust Fund Expense. If any of the documents referred to in this Section 2.01Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Master Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the Master Servicer Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer’s Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Master Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer’s Certificate stating a revised date by which the Master Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender’s title insurance policy was not delivered pursuant to Section 2.012.01(f) above, ifthe Master Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender’s title insurance policy. The Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of Depositor or the Master Servicer for both Servicer, as the Americold Pool Loan and the Other Americold Pool Loan and the special servicer case may be, in trust for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms benefit of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be deemed delivered promptly to override the provisions Trustee or the applicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the CoSeller that no Mortgage Loan is a “high-Lender Agreement cost” or “predatory” loan under any state or local law or regulation applicable to the Series 1998originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-XX XX Pooling AgreementCost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100), or a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act effective January 1, 2005 (Ind. Code Xxx. §§ 24-9-1 through 24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch. 183C. §§1 et seq.).

Conveyance of Mortgage Loans. The Seller(a) In consideration of the Issuer’s delivery of the Notes and the Certificates to the Depositor or its designee, and concurrently with the execution and delivery hereofof this Agreement, the Depositor does hereby, sell, hereby transfer, assign, set over over, deposit with and otherwise convey to the Trustee Issuer, without recourse (except to the extent herein provided) recourse, in trust, all the right, title and interest of the Seller Depositor in and to the Mortgage Loans, including all rights to payment in respect thereofTrust Estate, except as set forth belowthat the Depositor does not assign to the Issuer any of its rights under Sections 9 and 12 of the Sales Agreement between the Depositor and SFM or under Section 11 of any Sales Agreement between the Depositor and a Warehouse Seller. The Issuer is hereby authorized to enter into the Yield Maintenance Agreement. Upon the issuance of the Securities, and any security interest thereunder (whether ownership in real or personal property and whether tangible or intangible) the Trust Estate shall be vested in the Issuer, subject to the lien created by the Indenture in favor of the SellerIndenture Trustee, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersNoteholders. Such transfer The foregoing sale, transfer, assignment, set-over, deposit and assignment includes all interest conveyance does not and principal due on is not intended to result in creation or assumption by the Indenture Trustee of any obligation of the Depositor, the Seller, or any other Person in connection with respect to the Mortgage Loans or any other than interest and principal due agreement or instrument relating thereto except as specifically set forth herein. With respect to any Mortgage Loan that does not have a first payment date on or prior before the last day of the Due Period immediately preceding the first Payment Date, the Depositor shall, to the Cut-Off extent required, deposit into the Payment Account on or before the Payment Account Deposit Date relating to the first Payment Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to one month’s interest at the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly related Net Rate on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause Stated Principal Balance of such Mortgage Loan on the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. Cut Off Date. (b) In connection with such the transfer and assignmentset forth in clause (a) above, the Seller shall, on Depositor has delivered or prior caused to be delivered to the Closing Date, deliver to, and deposit with, Indenture Trustee or the Custodian (on its behalf for the benefit of the Trustee), with copies to the Master Servicer and Special Servicer, Noteholders the following documents or instruments (collectively, the “Mortgage Loan Documents”) with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):transferred: (iA) the original of the Note, Mortgage Note endorsed without recourse by manual or facsimile signature to the order of Indenture Trustee or the Trustee Custodian or in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1blank, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and with all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson endorsing the Mortgage Note (the “Last Endorsee”) (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to such Mortgage Note); or (B) with respect to any Lost Mortgage Note, a lost note affidavit from the Depositor stating that the original Mortgage Note was lost or destroyed, together with a copy of such Mortgage Note; (ii) except with respect to any Cooperative Loan, the original recorded Mortgage or a copy of such Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy of the Mortgage; (iii) except with respect to any Mortgage Loan for which the related Mortgage names the Custodian as nominee for the originating lender (or similar designation satisfactory to the Custodian), as beneficiary or mortgagee, either (A) a duly executed assignment of the Mortgage in blank, or (B) an original recorded assignment of the Mortgage from the Last Endorsee to the Custodian or a copy of such assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof which in either case may be included in a blanket assignment or assignments; (iv) each interim recorded assignment of such Mortgage, or a copy of each such interim recorded assignment of Mortgage certified by the Depositor, the originating lender, settlement agent, or escrow company as being a true and complete copy thereof; (v) the original or copies of each assumption, modification, written assurance or substitution agreement, if any; (vi) except as to any second lien Mortgage Loan in the original principal amount of $50,000.00 or less, either the original or duplicate original title policy (including all riders thereto) with respect to the related Mortgaged Property, if available, provided that the title policy (including all riders thereto) will be delivered as soon as it becomes available, and if the title policy is not available, and to the extent required pursuant to the second paragraph below or otherwise in connection with the rating of the Notes, a written commitment or interim binder or preliminary report of the title issued by the title insurance or escrow company with respect to the Mortgaged Property; and (vii) in the case of a Cooperative Loan, the originals of the following documents or instruments: (a) The Coop Shares, together with a stock power in blank; (b) The executed Security Agreement; (c) The executed Proprietary Lease; (d) The executed Recognition Agreement; (e) The executed UCC1 financing statement with evidence of recording thereon which have been filed in all places required to perfect the Depositor’s interest in the Coop Shares and the Proprietary Lease; and (f) Executed UCC3 financing statements or other appropriate UCC financing statements required by state law, evidencing a complete and unbroken line from the mortgagee to the Indenture Trustee with evidence of recording thereon (or in a form suitable for recordation). In the event that in connection with any Mortgage Loan the Depositor cannot deliver (a) the original recorded Mortgage or counterpart thereof showing (b) any recorded assignments or interim assignments satisfying the related Originator as mortgagee orrequirements of clause (iii) or (iv) above, if any respectively, concurrently with the execution and delivery hereof because such original Mortgage has document or documents have not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of Depositor shall deliver such security agreement and the assignment thereof documents to the Trustee; (v) a copy of Indenture Trustee or the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statementCustodian on its behalf as promptly as possible upon receipt thereof and, in a form suitable for filingany event, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 within 720 days following the Closing Date in Date. The Depositor or Servicer shall forward or cause to be forwarded to the case of clauses 1(b) and 2 below), Indenture Trustee or the Seller (or Custodian on its designee) shall, at its expense, (1) record behalf (a) each Assignment from time to time additional original documents evidencing an assumption or modification of a Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording Loan and (b) each Reassignment of Assignment of Leases, Rents and Profits referred any other documents required to in Section 2.01(viii) (if not otherwise included in be delivered by the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 Depositor or UCC-3 financing statement referred the Servicer to in Section 2.01(v) or (xiii) which has not yet been submitted for filingthe Indenture Trustee. In the event that any such document is lost or returned unrecorded because of case where a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of recorded Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, in the case where a Mortgage is lost after any has been recordedrecordation in a public recording office, the obligations hereunder of the Seller Depositor shall be deemed to have been satisfied upon delivery deliver to the Custodian of Indenture Trustee a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified (to the extent such certification is reasonably obtainable) by the such public recording office to be a true and complete copy of the original recorded Mortgage. In addition, in the event that in connection with any Mortgage Loan the Depositor cannot deliver the original thereof. If or duplicate original lender’s title policy (together with all riders thereto), satisfying the requirements of clause (vi) above, concurrently with the execution and delivery hereof because the related Mortgage or a pro forma title insurance policy related assignment has not been delivered to returned from the Custodian in lieu of an original title insurance policyapplicable public recording office, the Seller will Depositor shall promptly deliver to the Indenture Trustee or the Custodian the related on its behalf a true and correct copy of such original or duplicate original lender’s title insurance policy upon receipt thereof(together with all riders thereto). The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver Subject to the Custodian the related UCC-1immediately following sentence, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered as promptly as practicable subsequent to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained transfer set forth in clause (a) of this Section 2.012.1, ifand in any event, on within thirty (30) days thereafter, the Closing Date Servicer shall as to any Mortgage Loan with respect to which the Depositor delivers an assignment of the Mortgage in blank pursuant to clause (b)(iii)(A) of this Section 2.1, (i) complete each such assignment of Mortgage to conform to clause (b)(iii)(B) of this Section 2.1, (ii) cause such assignment to be in proper form for recording in the appropriate public office for real property records, and (iii) cause to be delivered for recording in the appropriate public office for real property records each such assignment of the Mortgages, except that, with respect to any assignments of Mortgage as to which the Servicer has not received the information required to prepare such assignments in recordable form, the Servicer’s obligation to do so and to deliver the same for such recording shall be as soon as practicable after receipt of such information and in any event within thirty (30) days after receipt thereof. Notwithstanding the foregoing, the Servicer need not cause to be recorded any assignment which relates to a Mortgage Loan in any state other than the Required Recordation States. Notwithstanding the procedures in the preceding paragraph, with respect to each MERS Mortgage Loan, the Seller cannot deliver in complete and recordable form any one Depositor shall take such actions as are necessary to cause the Indenture Trustee to be clearly identified as the owner of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to each such Mortgage Loan on the Closing Date an omnibus assignment records of such MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In the case of Mortgage Loan substantially Loans that have been prepaid in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days full as of the Closing Date Date, the Depositor, in lieu of delivering the above documents to the Indenture Trustee or the Custodian on its behalf, will deposit in the Collection Account the portion of such payment that is required to be deposited in the Collection Account pursuant to Section 3.8. (or within such longer period as c) It is agreed and understood by the Trustee in its discretion may permit). The Americold Pool Depositor and the Issuer (and the Depositor so represents and recognizes) that it is not intended that any Mortgage Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is to be included in the Trust Estate be (i) a trust fund created “High-Cost Home Loan” as defined in connection with the issuance of New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the Seller's Commercial New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Mortgage Pass-Through CertificatesLoan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, Series 1998-XX XX 2004 or ("Series 1998-XX XX"). Each of iv) a “High Cost Home Loan” as defined in the Americold Pool Indiana Home Loan and the Other Americold Pool Loan is a pari passu loanPractices Act effective January 1, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement2005.

Conveyance of Mortgage Loans. (a) The SellerSeller hereby sells, concurrently with the execution and delivery hereoftransfers, does herebyassigns, sell, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller in and to the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due received and receivable by the Seller on or with respect to the Mortgage Loans after the Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or remitted to the Master Servicer for deposit into the Collection Account as an Initial Collection Account Deposit as provided in this Agreement, other than interest and principal due on the Mortgage Loans on or prior to the Cut-Off off Date and interest accruing prior to the Cut-off Date. Immediately upon the conveyance of the Mortgage Loans referred to in the preceding paragraph, the Depositor hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuing Entity for benefit of the Noteholders, without recourse, all right title and interest in the Mortgage Loans. It is intended that the sale of the Mortgage Loans by the Seller as provided hereby be, and be construed as, an absolute sale of all of the Seller’s right, title, and interest in, to and under the Mortgage Loans to the Depositor and, in connection with respect such sale, an absolute assignment, transfer, and conveyance by the Seller of all of the Seller’s right, title, and interest in, to and under the Mortgage Loans to the GSMC Retained Interest LoansDepositor. Furthermore, it is not intended that any such sale, assignment, transfer, and conveyance be deemed a pledge of such Mortgage Loans by the applicable GSMC Retained Interest AmountsSeller to the Depositor to secure a debt or other obligation of the Seller. It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust Estate that is either (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High-Cost Home Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a “High Cost Home Loan” as defined in the Indiana Home Loan Practices Act, effective January 1, 2005 (Ind. Code Xxx. Sections 24-9-1 through 24-9-9). In connection with such the transfer and assignmentassignment of each Mortgage Loan, the Seller shall make a cash deposit to Depositor has delivered to, and deposited with, the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer Indenture Trustee, on behalf of the Trustee as successor to Issuing Entity (or, in the applicable Originator. In connection with such transfer and assignmentcase of the Delay Delivery Mortgage Loans, the Seller shall, on or prior to the Closing Date, will deliver to, and deposit with, the Custodian Indenture Trustee within the time periods specified in the definition of Delay Delivery Mortgage Loans) (on behalf except as provided in clause (vi) below) for the benefit of the Trustee), with copies to the Master Servicer and Special ServicerNoteholders, the following documents or instruments with respect to each such Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items each Mortgage Loan, clause (ii), i) through (iii), (v) and (viiivi) below, which have previously been delivered pursuant to together, the pooling agreement related to Series 1998-XX XX“Mortgage File” for each such Mortgage Loan): (i) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee by manual or facsimile signature in one of blank in the following formsform: "“Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, ________________ without recourse"”, "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and with all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, that show a complete chain of endorsement from the related Originator originator to the TrusteePerson endorsing the Mortgage Note (each such endorsement being sufficient to transfer all right, title and interest of the party so endorsing, as noteholder or assignee thereof, in and to that Mortgage Note), or, if the original Mortgage Note has been lost or destroyed and not replaced, an original lost note affidavit, stating that the original Mortgage Note was lost or destroyed, together with a copy of the related Mortgage Note and all such intervening endorsements; (ii) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment with recording information, and in the case of each MERS Mortgage Loan, the original Mortgage or Reassignment a copy of Assignment such Mortgage, with recording information, noting the presence of Leasesthe MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, Rents and Profitswith evidence of recording indicated thereon, if applicable, or a copy of the Mortgage certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy in which such Mortgage has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.recorded;

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey hereby assign to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor in, to and to under (i) the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangibleii) in favor Sections ______________ of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Mortgage Loan Purchase Agreement and (iii) all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such transfer and assignment includes includes, without limitation, all interest and principal due received or receivable on or with respect to the Mortgage Loans (other than payments of interest and principal due and payable on the Mortgage Loans on or before the Cutoff Date and any Principal Prepayments (together with any related Prepayment Premiums and/or Yield Maintenance Premiums) received on or before the Cut-off Date). (b) The conveyance of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale of the Mortgage Loans and such other related rights and property to the Trustee for the benefit of the Certificateholders. It is, further, not intended that such conveyance be deemed a pledge of security for a loan. If such conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that, in such event, (i) this Agreement shall constitute a security agreement under applicable law, (ii) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security interest in the Depositor's entire right, title and interest in and to the assets constituting the Trust Fund, including, without limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than principal and interest payments due and payable on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer off Date and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, Principal Prepayments received on or prior to the Closing Cut-off Date), deliver all amounts held from time to time in the Collection Account, the Distribution Account and, if established, the REO Account and all reinvestment earnings on such amounts, and all of the Depositor's right, title and interest in and to the proceeds of any title, hazard or other Insurance Policies related to such Mortgage Loans, (iii) the possession by the Trustee or its agent of the Mortgage Notes with respect to the Mortgage Loans and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law, and (iv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable) of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor shall file or cause to be filed, as a precautionary filing, a Form UCC-1 substantially in the form attached as Exhibit J hereto in all appropriate locations in the State of _____________ promptly following the initial issuance of the Certificates, and the Master Servicer shall prepare and file at each such office, and the Trustee shall execute, continuation statements with respect thereto, in each case within six months prior to the fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with the Trustee and the Master Servicer in preparing and filing such continuation statements. This Section 2.01(b) shall constitute notice to the Trustee pursuant to any of the requirements of the UCC in effect in _________. (c) In connection with the Depositor's assignment pursuant to Section 2.01(a) above, (i) the Depositor shall deliver to and deposit with, or cause to be delivered to and deposited with, the Trustee or a Custodian appointed thereby (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer), on or before the Closing Date, the following documents or instruments with respect to Mortgage File for each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest Depositor shall deliver to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following before the Closing Date a fully executed counterpart of the Mortgage Loan Purchase Agreement. (but in no event later than (xd) thirty Business Days following The Trustee shall deliver to the Master Servicer within 15 days after the Closing Date each assignment of Mortgage and assignment of Assignment of Leases in favor of the case Trustee referred to in clauses (iv) and (v) of the definition of "Mortgage File" and each UCC-2 and UCC-3 in favor of the Trustee referred to in clause (1)(aviii) below of the definition of "Mortgage File", and the Master Servicer shall, at the Depositor's expense, as to each Mortgage Loan, promptly (y) 60 and in any event within 45 days following the Closing Date in the case of clauses 1(bDate) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recordedsubmitted for recording or filing, as the case may be, in the appropriate public office for real property records or UCC Financing Statements, as the Master Servicer deems appropriate. The Trustee shall, promptly upon receipt of Each such assignment shall reflect that it should be returned by the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original public recording office to the Custodian. Notwithstanding anything Trustee following recording, and each such UCC-2 and UCC-3 shall reflect that the file copy thereof should be returned to the contrary contained in this Section 2.01, Trustee following filing; provided that in those instances where the public recording office retains the original Mortgage, Assignment assignment of Mortgage or Reassignment assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, Leases the obligations hereunder of the Seller Master Servicer shall be deemed to have been satisfied upon delivery to the Custodian of obtain therefrom a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereoforiginal. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policydefect therein, the Seller will Depositor shall promptly prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Master Servicer shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. (e) The Depositor shall deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly and deposit with, or cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to and deposited with, the Master Servicer by all documents and records in the Seller possession of the Depositor or the Trustee, as applicable. Notwithstanding anything Mortgage Loan Seller that relate to the contrary contained in this Section 2.01, if, on Mortgage Loans necessary for the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one servicing of the assignments Mortgage Loans and that are not required to be a part of a Mortgage File in favor accordance with the definition thereof, and the Master Servicer shall hold all such documents and records on behalf of the Trustee in trust for the benefit of the Certificateholders. (f) On or prior to the tenth Business Day following the Closing Date, the Depositor shall cause copies of the documents referred to in clauses (i), (ii) (iii), (v), vi) (viiias applicable) or and (xiiivii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such for each Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are be delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling AgreementSpecial Servicer.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, transfer, assign, set over and otherwise convey hereby assign to the Trustee without recourse (except to the extent herein provided) all the right, title and interest of the Seller Depositor in and to (i) the Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off off Date (other than Monthly Payments due on the Mortgage Loans in the month of the Cut-off Date); and (ii) all proceeds of the foregoing. In addition, on the Closing Date, and, the Trustee is hereby directed to enter into the Yield Maintenance Agreement on behalf of the Trust Fund with respect to the GSMC Retained Interest LoansYield Maintenance Agreement Provider. The Depositor, the applicable GSMC Retained Interest Amounts. Master Servicer and the Trustee agree that it is not intended that any mortgage loan be included in the Trust Fund that is either (i) a "High-Cost Home Loan" as defined in the New Jersey Home Ownership Security Act effective November 27, 2003, (ii) a "High-Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a "High Cost Home Mortgage Loan" as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 or (iv) a "High-Cost Home Loan" as defined in the Indiana Home Loan Practices Act effective as of January 1, 2005. (b) In connection with such transfer and assignment, and contemporaneously with the Seller shall make a cash deposit delivery of this Agreement, the Depositor delivered or caused to be delivered hereunder to the Collection Account in an amount equal to Trustee, the Cash Deposit. The Master Servicer Yield Maintenance Agreement (the delivery of which shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on evidence that the Master Servicer Remittance Date immediately following receipt. The Seller shall cause fixed payment for the Reserve Accounts Yield Maintenance Agreement has been paid and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee and the Trust Fund shall have no further payment obligation thereunder and that such fixed payment has been authorized hereby), and except as successor set forth in Section 2.01(c) below and subject to the applicable Originator. In connection with such transfer and assignmentSection 2.01(d) below, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian (on behalf Trustee, or to and with one or more Custodians, as the duly appointed agent or agents of the Trustee), with copies to the Master Servicer and Special ServicerTrustee for such purpose, the following documents or instruments (or copies thereof as permitted by this Section) with respect to each Mortgage Loan so assigned (other than the Americold Pool a Cooperative Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):so assigned: (i) the The original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one and showing an unbroken chain of endorsements from the following forms: "Pay originator thereof to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay Person endorsing it to the order of LaSalle National Bank, as Trustee, without recourse"or with respect to any Destroyed Mortgage Note, "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement an original lost note affidavit from the related Originator to Seller or Residential Funding stating that the Trusteeoriginal Mortgage Note was lost, misplaced or destroyed, together with a copy of the related Mortgage Note; (ii) The original Mortgage, noting the original recorded presence of the MIN of the Mortgage or counterpart thereof showing Loan (if the related Originator as mortgagee Mortgage Loan is registered on the MERS(R)System) and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording indicated thereon or, if any such the original Mortgage has not yet been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recordingMortgage with evidence of recording indicated thereon; (iii) an executed Unless the Mortgage Loan is registered on the MERS(R)System, the Assignment (which may be included in one or more blanket assignments if permitted by applicable law) of the Mortgage in suitable form for recordation in to the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" with evidence of recording indicated thereon or "LaSalle National Bank, as Custodial Agent, without recourse"a copy of such assignment with evidence of recording indicated thereon; (iv) The original recorded assignment or assignments of the Mortgage showing an unbroken chain of title from the originator to the Person assigning it to the Trustee (or to MERS, if the related security agreement Mortgage Loan is separate from registered on the MortgageMERS(R)System and noting the presence of a MIN) with evidence of recordation noted thereon or attached thereto, the original executed version or counterpart thereof a copy of such security agreement and assignment or assignments of the assignment thereof to the Trustee;Mortgage with evidence of recording indicated thereon; and (v) a copy The original of the UCC-1 financing statementeach modification, together with an original executed UCC-2 assumption agreement or UCC-3 financing statementpreferred loan agreement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof , relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground leaseeach modification, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage assumption agreement or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another preferred loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreementagreement.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to (i) each Mortgage Loan identified on the Mortgage Loan Schedule, including the related Cut-Off Date Principal Balance, all interest due thereon after the Cut-Off Date and all collections in respect of interest and principal due after the Cut-Off Date; (ii) all the Depositor’s right, title and interest in and to the Distribution Account and all amounts from time to time credited to and the proceeds of the Distribution Account; (iii) any real property that secured each such Mortgage Loan and that has been acquired by foreclosure or deed in lieu of foreclosure; (iv) the Depositor’s interest in any insurance policies in respect of the Mortgage Loans, including ; (v) all rights to payment in respect thereof, except as set forth below, and proceeds of any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, foregoing; and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and (vi) all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such transfer and assignment includes all interest and principal due on to the Depositor or the Sevicer after the Cut-Off Date with respect to the Mortgage Loans other than interest Loans. The Depositor hereby directs the Trustee to execute, not in its individual capacity, but solely as Trustee on behalf of the Trust, and principal due on or prior deliver the Yield Maintenance Agreements. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the CutTrustee all of its rights and interest under the Mortgage Loan Purchase Agreement. The Trustee hereby accepts such assignment, and shall be entitled to exercise all rights of the Depositor under the Mortgage Loan Purchase Agreement as if, for such purpose, it were the Depositor or the Seller, as applicable, including the Seller’s right to enforce remedies for breaches of representations and warranties and delivery of Mortgage Loan documents. The foregoing sale, transfer, assignment, set-Off Dateover, and, with respect deposit and conveyance does not and is not intended to result in creation or assumption by the GSMC Retained Interest LoansTrustee of any obligation of the Depositor, the applicable GSMC Retained Interest AmountsSeller or any other Person in connection with the Mortgage Loans or any other agreement or instrument relating thereto except as specifically set forth herein. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer Seller, on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, does hereby deliver on or prior to the Closing Date, deliver unless otherwise specified in this Section 2.01, to, and deposit withwith the Trustee, or the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Serviceras its designated agent, the following documents or instruments with respect to each Mortgage Loan (a “Mortgage File”) so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) transferred and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee either on its face or by allonge attached thereto in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for the GS HarborView Mortgage Securities Corporation II Commercial Loan Trust 2005-5, Mortgage Loan Pass-Through Certificates, Series 19982005-C15, without recourse"”, "Pay or with respect to any lost Mortgage Note, an original Lost Note Affidavit stating that the order original mortgage note was lost, misplaced or destroyed, together with a copy of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originatormortgage note; provided, show a complete chain however, that such substitutions of endorsement from Lost Note Affidavits for original Mortgage Notes may occur only with respect to Mortgage Loans the related Originator aggregate Cut-Off Date Principal Balance of which is less than or equal to 2% of the TrusteeCut-Off Date Aggregate Principal Balance; (ii) except as provided below, for each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage, and in the case of each MERS Mortgage Loan, the original Mortgage, noting the presence of the MIN for that Mortgage Loan and either language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, or if such Mortgage Loan was not a MOM Loan at origination, the original Mortgage and the assignment to MERS, in each case with evidence of recording thereon, and the original recorded power of attorney, if the Mortgage or counterpart thereof showing the related Originator as mortgagee was executed pursuant to a power of attorney, with evidence of recording thereon or, if any such original Mortgage or power of attorney has been submitted for recording but has not been returned from the applicable public recording office, has been lost or is not otherwise available, a copy of such Mortgage or power of attorney, as the case may be, together with an Officer’s Certificate of the Seller certifying that the copy of such Mortgage delivered to the Trustee (or its Custodian) is a true copy and that the original of such Mortgage has been forwarded to the public recording office, or, in the case of a Mortgage that has been lost, a copy thereof (certified to be a true and complete copy as provided for under the laws of the appropriate jurisdiction) and a written Opinion of Counsel (delivered at the Seller’s expense) acceptable to the Trustee and the Depositor that an original thereof submitted for recordingrecorded Mortgage is not required to enforce the Trustee’s interest in the Mortgage Loan; (iii) the original of each assumption, modification or substitution agreement, if any, relating to the Mortgage Loans, or, as to any assumption, modification or substitution agreement which cannot be delivered on or prior to the Closing Date because of a delay caused by the public recording office where such assumption, modification or substitution agreement has been delivered for recordation, a photocopy of such assumption, modification or substitution agreement, pending delivery of the original thereof, together with an executed officer’s certificate of the Seller, title company, escrow agent or closing attorney certifying that the copy of such assumption, modification or substitution agreement delivered to the Trustee (or its Custodian) on behalf of the Trust is a true copy and that the original of such agreement has been forwarded to the public recording office; (iv) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original Assignment of Mortgage, in form and substance acceptable for recording. The Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located shall be assigned to either "LaSalle “Deutsche Bank National BankTrust Company, as Trustee for the GS HarborView Mortgage Securities Corporation II Commercial Loan Trust 2005-5, Mortgage Loan Pass-Through Certificates, Series 19982005-C15, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee;” (v) in the case of each Mortgage Loan that is not a MERS Mortgage Loan, an original copy of the UCC-1 financing statementany intervening Assignment of Mortgage showing a complete chain of assignments, together with an original executed UCC-2 or UCC-3 financing statementor, in the case of an intervening Assignment of Mortgage that has been lost, a form suitable for filing, disclosing written Opinion of Counsel (delivered at the assignment Seller’s expense) acceptable to the Trustee that such original intervening Assignment of Mortgage is not required to enforce the security Trustee’s interest in the personal property (if any) constituting security for repayment of the Mortgage LoanLoans; (vi) the original of the Loan Agreement Primary Insurance Policy, if any, or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original or a certified copy of lender's title insurance policy (or the original pro forma ’s title insurance policy), together with any endorsements thereto;; and (viii) if with respect to any related Assignment of Leases, Rents and Profits is separate from the MortgageCooperative Loan, the original executed versionCooperative Loan Documents. In connection with the assignment of any MERS Mortgage Loan, together the Seller agrees that it will take (or shall cause the Servicer to take), at the expense of the Seller (with an executed reassignment the cooperation of the Depositor and the Trustee), such instrument actions as are necessary to cause the MERS® System to indicate that such Mortgage Loans have been assigned by the Seller to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (a "Reassignment or deleting, in the case of Assignment of Leases, Rents and Profits"Mortgage Loans that are repurchased in accordance with this Agreement) in suitable form for recordation in such computer files the jurisdiction in which information required by the Mortgaged Property is located (which reassignment, however, may be included in MERS® System to identify the Assignment of Mortgage and need not be a separate instrument); (ix) copies series of the original Environmental Reports of the Mortgaged Properties made Certificates issued in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version transfer of such assignment of contracts and the assignment thereof Mortgage Loans to the Trustee; (xiii) if any related LockHarborView Mortgage Loan Trust 2005-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with 5. With respect to each Cooperative Loan the Reserve Accounts and Lock-Box AccountsSeller, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the CertificateholdersDepositor does hereby deliver to the Trustee the related Cooperative Loan Documents and the Seller will take (or cause the Servicer to take); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any at the expense of the foregoing; Seller (xv) [Reserved]; with the cooperation of the Depositor and the Trustee), such actions as are necessary under applicable law (xvi) any letters of credit and other written agreements related including but not limited to the relevant UCC) in order to perfect the interest of the Trustee in the related Mortgaged Property. Assignments of each Mortgage with respect to each Mortgage Loan that is not a MERS Mortgage Loan (other than a Cooperative Loan) shall be recorded; and provided, however, that such assignments need not be recorded if, in the Opinion of Counsel (xviiwhich must be from Independent Counsel and not at the expense of the Trust or the Trustee) acceptable to the Trustee and the Rating Agency, recording in such states is not required to protect the Trustee’s interest in the related Mortgage Loans; provided, further, notwithstanding the delivery of any Opinion of Counsel, each assignment of Mortgage shall be submitted for recording by the Seller (or the Seller will cause the Servicer to submit each such assignment for recording), at the cost and expense of the Seller, in the manner described above, at no expense to the Trust or Trustee, upon the earliest to occur of (1) reasonable direction by the Majority Certificateholders, (2) the occurrence of a bankruptcy or insolvency relating to the Seller or the Depositor, or (3) with respect to the Americold Pool Loanany one Assignment of Mortgage, the Co-Lender Agreementoccurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. On or promptly following Subject to the preceding sentence, as soon as practicable after the Closing Date (but in no event later more than (x) thirty Business Days following three months thereafter except to the Closing Date in extent delays are caused by the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 belowapplicable recording office), the Seller shall properly record (or its designee) shallthe Seller will cause the Servicer to properly record), at its expensethe expense of the Seller (with the cooperation of the Depositor and the Trustee), (1) record (a) in each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for public recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in office where the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file Mortgages are recorded, each UCC-2 or UCC-3 financing statement assignment referred to in Section 2.01(v) above with respect to a Mortgage Loan that is not a MERS Mortgage Loan. The Trustee agrees to execute and deliver to the Depositor on or prior to the Closing Date an acknowledgment of receipt of the original Mortgage Note (xiiiwith any exceptions noted), substantially in the form attached as Exhibit G-1 hereto. If the original lender’s title insurance policy, or a certified copy thereof, was not delivered pursuant to Section 2.01(x) which has not yet been submitted for filing. In above, the event that any such document is lost Seller shall deliver or returned unrecorded because cause to be delivered to the Trustee the original or a copy of a defect thereinwritten commitment or interim binder or preliminary report of title issued by the title insurance or escrow company, with the Selleroriginal or a certified copy thereof to be delivered to the Trustee, promptly upon receipt thereof, but in any case within 175 days of the Closing Date. The Seller shall deliver or its designeecause to be delivered to the Trustee, at promptly upon receipt thereof, any other documents constituting a part of a Mortgage File received with respect to any Mortgage Loan sold to the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature Depositor by the Seller, and thereafter the Seller including, but not limited to, any original documents evidencing an assumption or such designee shall cause each such document to be duly recordedmodification of any Mortgage Loan. The Trustee shall, promptly upon receipt of the All original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been documents that are not delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Trust shall be held by the Servicer in trust for the Trustee, for the benefit of the Trust and the Certificateholders. Nothing herein shall be deemed The Depositor herewith delivers to override the provisions Trustee an executed copy of the Co-Lender Agreement or the Series 1998-XX XX Pooling Mortgage Loan Purchase Agreement.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does herebyhereby sells, selltransfers, transferassigns, assign, set sets over and otherwise convey conveys to the Trustee for the benefit of the Certificateholders, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as securities administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements on behalf of the Supplemental Interest Trust for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage LoansLoan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as securities administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Purchase Agreement, including all rights the right to payment in respect thereofenforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, except and as set forth belowherein in Section 2.03(k), and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor shall be entitled to exercise all the rights of the SellerDepositor under the Purchase Agreement as if, for such purpose, it were the Depositor. (b) In connection with the transfer and all Reserve Accounts, Lock-Box Accountsassignment of each Mortgage Loan, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included Depositor has delivered or caused to be included in delivered to the Trust Fund Custodian for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original Mortgage Note bearing all intervening endorsements necessary to show a complete chain of endorsements from the Noteoriginal payee, endorsed without recourse to the order of the Trustee in one of the following forms: "blank, “Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1_____________, without recourse"”, "Pay to and, if previously endorsed, signed in the order name of LaSalle National Bank, as Trustee, without recourse", "Pay to the order last endorsee by a duly qualified officer of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trusteelast endorsee; (ii) the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank; (iii) the original of each guarantee executed in connection with the Mortgage Note, if any; (iv) the original recorded Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the original Mortgage cannot be delivered with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Mortgage Loan Seller shall deliver or cause to be delivered to the Custodian, (A) in the case of a delay caused by the public recording office, a copy of such Mortgage certified by the Mortgage Loan Seller, escrow agent, title insurer or closing attorney to be a true and complete copy of the original recorded Mortgage and (B) in the case where a public recording office retains the original recorded Mortgage or counterpart thereof showing in the related Originator as mortgagee orcase where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (v) originals or a certified copy of each modification agreement, if any; (vi) the originals of all intervening assignments of Mortgage with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such original intervening assignment of Mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of Mortgage, a photocopy of such intervening assignment of Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the Mortgage Loan Seller, escrow agent, closing attorney or the title insurer insuring the Mortgage stating that such intervening assignment of Mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of Mortgage or a copy thereof of such intervening assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage will be promptly delivered to the Custodian upon receipt thereof submitted for recordingby the party delivering the officer’s certificate or by the Mortgage Loan Seller; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of Mortgage or in the case where an intervening assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of Mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage; (iiivii) an executed if the Mortgage Note, the Mortgage, any Assignment of Mortgage in suitable form for recordation in or any other related document has been signed by a Person on behalf of the jurisdiction in which Mortgagor, the Mortgaged Property is located copy of the power of attorney or other instrument that authorized and empowered such Person to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"sign; (ivviii) if the related security agreement is separate from the Mortgage, the original executed version lender’s title insurance policy (or counterpart thereof a marked title insurance commitment, in the event that an original lender’s title insurance policy has not yet been issued) in the form of such security agreement an ALTA mortgage title insurance policy, containing all required endorsements and insuring the assignment thereof Trustee and its successors and assigns as to the Trustee; (v) a copy first priority lien of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest Mortgage in the personal property (if any) constituting security for repayment original principal amount of the Mortgage Loan; (viix) if applicable, the original of any Primary Mortgage Insurance Policy or certificate or, an electronic certification, evidencing the Loan Agreement existence of the Primary Mortgage Insurance Policy or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original lender's title private mortgage guaranty insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any;required; and (x) copies original of any security agreement, chattel mortgage or equivalent document executed in connection with the original Management AgreementsMortgage, if any. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, the Mortgage Loan Seller shall promptly upon receipt from the respective recording office cause to be delivered to the Custodian the original recorded document described in clauses (iv) and (vi) above. From time to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable, shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan, in accordance with the terms of this Agreement upon receipt of such documents. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, on or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the Custodian Assignments of Mortgages, in blank, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the each Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event No later than thirty (x30) thirty Business Days following the Closing Date in the case later of clause (1)(a) below and (y) 60 days following the Closing Date and the date of receipt by the Servicer of the complete recording information for a Mortgage, the Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Mortgage Loan Seller and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has 2.01(b)(ii). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not yet been be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and (b) each Reassignment Rating Agency have received an Opinion of Assignment Counsel, satisfactory in form and substance to the Trustee and each Rating Agency to the effect that the recordation of Leases, Rents and Profits referred such Assignments of Mortgage in any specific jurisdiction is not necessary to in Section 2.01(viii) (if not otherwise included protect the Trust Fund’s interest in the related Mortgage Note. If the Assignment of Mortgage) which has not yet been submitted Mortgage is to be recorded, the Mortgage shall be assigned by the Mortgage Loan Seller, at the expense of the Mortgage Loan Seller, to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of April 1, 2006, for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filingFirst Franklin Mortgage Loan Trust 2006-FF5”. In the event that any such document Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense Mortgage Loan Seller shall use its best efforts promptly cause to promptly prepare be delivered a substitute document for signature by the Seller, Assignment of Mortgage to cure such defect and thereafter the Seller or such designee shall cause each such document assignment to be duly recordedrecorded at no expense to the Trust Fund. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Trustee within 180 days (or such other time period as may be required by any Rating Agency) following the Closing Date, and in the event that the Mortgage Loan Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Depositor, the related Mortgage Loan shall, upon the request of the Depositor, be repurchased by the Mortgage Loan Seller at the price and in the manner specified in Section 2.03. The Trustee shall, promptly upon receipt of foregoing repurchase obligation shall not apply in the original recorded copy (and in no event later than five Business Days following such receipt) that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recordation to the Custodianappropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided, that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of an officer of the Mortgage Loan Seller, confirming that such document has been accepted for recording. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains or loses the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, assignment after any it has been recorded, the obligations hereunder of the Mortgage Loan Seller shall be deemed to have been satisfied upon delivery by the Mortgage Loan Seller to the Custodian Trustee, prior to the Closing Date of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leasesassignment, Rents and Profits, if applicableas the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered . (c) The Depositor does hereby establish, pursuant to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements further provisions of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “First Franklin Mortgage Loan Trust 2006-XX XX Pooling FF5” and Deutsche Bank National Trust Company is hereby appointed as Trustee and Wxxxx Fargo Bank, N.A. is appointed as Securities Administrator in accordance with the provisions of this Agreement. Pursuant to The parties hereto acknowledge and agree that it is the terms policy and intention of the GSMC Loan Sale Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement, GSMC has assigned its rights including without limitation, the representations and obligations under warranties set forth in the Co-Lender Agreement to Schedules hereto. (d) The Trust shall have the Seller. The Seller hereby assigns its rights capacity, power and obligations under the Co-Lender Agreement to authority, and the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed Trust is hereby authorized, to override accept the provisions sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Co-Lender Agreement or Depositor in and to the Series 1998-XX XX Pooling AgreementTrust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box AccountsDepositor under the Mortgage Loan Purchase Agreement (except Section 3.2 thereof), the Goldman Group Guaranty, interest in the Reinvestment Enhancement Instrument, Limited Purpose Surety Bond transferred to the Co-Lender Agreement Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such transfer and assignment includes all interest and principal due received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans other than (but excluding any payments of principal and interest and principal due on or prior to the Cut-Off off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. The parties hereto agree that it is not intended that any mortgage loan be included in the Trust that is (i) a “High-Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, and2003, (ii) a “High-Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory Home Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined in the Indiana High Cost Home Loan Law effective January 1, 2005. In connection with the transactions contemplated by this Agreement, PHH Mortgage Corporation and the Trustee shall enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the form of Exhibit K hereto, pursuant to which PHH Mortgage Corporation shall assign to the Trustee, for the benefit of the Certificateholders, all of its right, title and interest in and to the Pledged Asset Servicing Agreement with respect to the GSMC Retained Interest Pledged Asset Loans, and the applicable GSMC Retained Interest AmountsTrustee shall assume all of PHH Mortgage Corporation’s obligations under the Pledged Asset Servicing Agreement with respect to the Pledged Asset Loans from and after the date hereof. In connection with such the transfer and assignmentassignment described herein, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, on or prior to the Closing Date, shall deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments instruments: (A) with respect to each Mortgage Loan, other than a Cooperative Loan: (i) the original Mortgage Note endorsed “Pay to the order of Citibank, N.A., as Trustee for the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 2007-2, without recourse”, or endorsed “Pay to the order of_____________________ without recourse,” and signed in the name of the last named endorsee by an authorized officer, together with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the last endorsee; (ii) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon which have been recorded, with evidence of recording thereon or a copy of the Mortgage certified by the public recording office in which such Mortgage has been recorded; (iii) Unless the Mortgage Loan is registered on the MERS® System, an original Assignment of the Mortgage (A) executed in the following form “Citibank, N.A., as Trustee for the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 2007-2”, or (B) in blank, which assignment appears to be in form and substance acceptable for recording; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of a MIN) as contemplated by the immediately preceding clause (iii), if applicable and only to the extent available to the Depositor with evidence of recording thereon; (v) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any; (vi) a copy of any guarantee (other than Pledged Assets) executed in connection with the Mortgage Note; (vii) the original of any security agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; (viii) the original power of attorney, if applicable; and (ix) if such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan Schedule), the original Buydown Agreement or a copy thereof; and (B) in addition, with respect to each Mortgage Loan so assigned that is a Pledged Asset Loan (other than as indicated on the Americold Pool LoanMortgage Loan Schedule): (i) a copy of the related Mortgage 100K Pledge Agreement or Parent Power Agreement, as applicable; and (ii) a copy of the related UCC-1, to the extent that MLCC was required to deliver such UCC-1 to the Master Servicer, and an original form UCC-3, if applicable, to the extent that MLCC was required to deliver such UCC-3 to the Master Servicer; or (C) with respect to items each Mortgage Loan that is a Cooperative Loan (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to as indicated on the pooling agreement related to Series 1998-XX XXMortgage Loan Schedule): (i) the original of the Note, Mortgage Note endorsed without recourse to the order of the Trustee in one of the following forms: "“Pay to the order of LaSalle National BankCitibank, N.A., as Trustee for the GS Mortgage Securities Corporation II Commercial registered holders of the PHHMC Mortgage Pass-Through Certificates, Series 19982007-C12, without recourse"”, "or endorsed “Pay to the order of LaSalle National Bank, as Trustee, _____________________ without recourse",” and signed in the name of the last named endorsee by an authorized officer, "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note together with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the last endorsee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy duly executed assignment of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof Security Agreement to the Trustee; (viii) a the acknowledgment copy of the UCC-1 financing statement, together with an original executed UCC-2 Form UCC-1 (or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment certified copy thereof) with respect to the Trustee Security Agreement, and any required continuation statements; (iv) the acknowledgment copy of the original executed Form UCC-3 with respect to the security interest in agreement, indicating the personal property (if any) constituting security for repayment Trustee as the assignee of the Mortgage Loansecured party; (v) the stock certificate representing the Cooperative Assets allocated to the cooperative unit, with a stock power in blank attached; (vi) the original collateral assignment of the Loan Agreement or counterpart thereof relating proprietary lease by Mortgagor to such Mortgage Loan, if anythe originator; (vii) a copy of the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements theretorecognition agreement; (viii) if any related Assignment of Leases, Rents applicable and Profits is separate from to the Mortgageextent available, the original executed versionintervening assignments, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loanincluding warehousing assignments, if any, and copies showing, to the extent available, an unbroken chain of the original environmental indemnitiesrelated Mortgage Loan to the Trustee, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) together with a copy of the related ground leaseForm UCC-3 with evidence of filing thereon; and (ix) the originals of each assumption, modification or substitution agreement, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related relating to the Mortgage Loan; and (xvii) with respect to provided, however, that in lieu of the Americold Pool Loanforegoing, the Co-Lender Agreement. On or promptly Depositor may deliver the following documents, under the Closing Date (but in no event later than circumstances set forth below: (x) thirty Business Days following in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned to the Depositor within 270 days of the Closing Date Date, the Depositor may deliver a true copy thereof with an Officer’s Certificate certifying that such Mortgage, assignment to the Trustee or intervening assignment has been delivered to the appropriate recording office for recording; and (y) in lieu of the Mortgage, assignment to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor or the Master Servicer, to such effect) the Depositor may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and provided, further, however, that in the case of clause Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall deliver such original documents (1)(aincluding any original documents as to which certified copies had previously been delivered) below to the Trustee promptly after they are received. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(A), (B) and (yC) (other than Section 2.01(A)(i) and Section 2.01(C)(i)) (or copies thereof as permitted by this Section 2.01) to the Trustee, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within 60 days following the Closing Date earlier of (i) the receipt of the original of all of the documents or instruments set forth in the case of clauses 1(bSection 2.01(A), (B) and 2 below(C) (other than Section 2.01(A)(i) and Section 2.01(C)(i)) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Seller (or its designee) Master Servicer shall deliver a complete set of such documents to the Trustee. The Depositor shall, at its expense, (1) record cause the Assignment of the Mortgage to the Trustee to be recorded not later than 270 days after the Closing Date, unless (a) such recordation is not required by the Rating Agency or an Opinion of Counsel has been provided as set forth below in this Section 2.01 or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record. With respect to the Cooperative Loans, the Depositor will, promptly after the Closing Date, cause the related financing statements (if not yet filed) and an assignment thereof from the Depositor to the Trustee to be filed in the appropriate offices. The Depositor need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Depositor to the Trustee and the Rating Agency, the recordation of such assignment is not necessary to protect the Trustee’s interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each Assignment assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Depositor, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Depositor fails to pay the cost of recording the assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust Fund in accordance with Section 8.05. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it will cause, at the Depositor’s own expense, within 30 Business Days after the Closing Date, the MERS® System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any original Mortgage Note referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v2.01(A)(i) or (xiii2.01(C)(i) which has above cannot yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedlocated, the obligations hereunder of the Seller Depositor to deliver such documents shall be deemed to have been be satisfied upon delivery to the Custodian Trustee of a copy photocopy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and ProfitsNote, if applicableavailable, certified by the public recording office to be with a true and complete copy Lost Note Affidavit. If any of the recorded original thereof. If Mortgage Notes for which a pro forma title insurance policy has been Lost Note Affidavit was delivered to the Custodian in lieu of an Trustee is subsequently located, such original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents Mortgage Note shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreementthree Business Days.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee Trust, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor under the Goldman Group Guaranty, Mortgage Loan Purchase Agreement (other than the Reinvestment Enhancement Instrument, the Co-Lender Agreement Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R‑1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior to the Closing Date, and, with respect the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the GSMC Retained Interest LoansTrust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trust as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa “Mortgage File”): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ,” with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut‑off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof originator to the Trustee; (v) a copy of Person assigning the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the security interest in MIN) as contemplated by the personal property immediately preceding clause (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrumentc); (ixe) the original or copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loaneach assumption, modification, written assurance or substitution agreement, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xviif) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. Except with respect to any Mortgage Loan for which MERS is identified on the Americold Pool LoanMortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Co-Lender Agreement. On or Servicer, in its capacity as Seller, shall promptly following the Closing Date (but and in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust, the Trustee, the Delaware Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: “Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Notwithstanding the foregoing, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each such Assignment shall be submitted for recording by the Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust, the Trustee shall, promptly or the Delaware Trustee upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and in no event later than five (v) if the Seller is not the Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it shall cause, within 30 Business Days following after the Closing Date, the MERS® System to indicate that such receipt) deliver such original Mortgage Loans have been assigned by the Depositor to the CustodianTrust in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. Notwithstanding anything to The Depositor further agrees that it shall not, and shall not permit the contrary contained Servicer to, and the Servicer agrees that it shall not, alter the codes referenced in this Section 2.01paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any of the documents referred to in Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer Trustee or the applicable Custodian within one year after the Closing Date, the Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer’s Certificate stating the date by which the Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer’s Certificate stating a revised date by which the Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender’s title insurance policy was not delivered pursuant to Section 2.012.01(f) above, ifthe Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender’s title insurance policy. The Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each the Depositor or the Servicer, as the case may be, in trust for the benefit of the Americold Pool Loan and Trust. In the Other Americold Pool Loan event that any such original document is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant required pursuant to the terms of the GSMC Loan Sale Agreementthis Section to be a part of a Mortgage File, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement such document shall be delivered promptly to the Trustee on behalf or the applicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Certificateholders. Nothing Seller that no Mortgage Loan is a “high-cost” or “predatory” loan under any state or local law or regulation applicable to the originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein shall be deemed and referred to override in the provisions Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the CoSeller that no Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Lender Agreement Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100), or a “High Cost Home Loan” as defined in the Series 1998Indiana Home Loan Practices Act effective January 1, 2005 (Ind. Code Xxx. §§ 24-XX XX Pooling Agreement9-1 through 24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch. 183C. §§1 et seq.).

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does herebyhereby sells, selltransfers, transferassigns, assign, set sets over and otherwise convey conveys to the Trustee for the benefit of the Certificateholders, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Derivative Agreements shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Securities Administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver each of the Derivative Agreements (on behalf of the Supplemental Interest Trust), for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage LoansLoan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Derivative Agreements solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other interest rate swap agreement upon the expiration or termination of the Swap Agreement or interest rate cap agreement upon the termination of the Cap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Purchase Agreement, including all rights the right to payment in respect thereofenforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, except and as set forth belowherein in Section 2.03(k), and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor shall be entitled to exercise all the rights of the SellerDepositor under the Purchase Agreement as if, for such purpose, it were the Depositor. (b) In connection with the transfer and all Reserve Accounts, Lock-Box Accountsassignment of each Mortgage Loan, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included Depositor has delivered or caused to be included in delivered to the Trust Fund Custodian for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original Mortgage Note bearing all intervening endorsements necessary to show a complete chain of endorsements from the Noteoriginal payee, endorsed without recourse to the order of the Trustee in one of the following forms: "blank, “Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1_____________, without recourse"”, "Pay to and, if previously endorsed, signed in the order name of LaSalle National Bank, as Trustee, without recourse", "Pay to the order last endorsee by a duly qualified officer of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trusteelast endorsee; (ii) the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank; (iii) the original of each guarantee executed in connection with the Mortgage Note, if any; (iv) the original recorded Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the original Mortgage cannot be delivered with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Mortgage Loan Seller shall deliver or cause to be delivered to the Custodian, (A) in the case of a delay caused by the public recording office, a copy of such Mortgage certified by the Mortgage Loan Seller, escrow agent, title insurer or closing attorney to be a true and complete copy of the original recorded Mortgage and (B) in the case where a public recording office retains the original recorded Mortgage or counterpart thereof showing in the related Originator as mortgagee orcase where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (v) originals or a certified copy of each modification agreement, if any; (vi) the originals of all intervening assignments of Mortgage with evidence of recording thereon evidencing a complete chain of ownership from the Mortgage Loan Seller to the last assignee, or if any such original intervening assignment of Mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of Mortgage, a photocopy of such intervening assignment of Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the Mortgage Loan Seller, escrow agent, closing attorney or the title insurer insuring the Mortgage stating that such intervening assignment of Mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of Mortgage or a copy thereof of such intervening assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage will be promptly delivered to the Custodian upon receipt thereof submitted for recordingby the party delivering the officer’s certificate or by the Mortgage Loan Seller; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of Mortgage or in the case where an intervening assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of Mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage; (iiivii) an executed if the Mortgage Note, the Mortgage, any Assignment of Mortgage in suitable form for recordation in or any other related document has been signed by a Person on behalf of the jurisdiction in which Mortgagor, the Mortgaged Property is located copy of the power of attorney or other instrument that authorized and empowered such Person to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"sign; (ivviii) if the related security agreement is separate from the Mortgage, the original executed version lender’s title insurance policy (or counterpart thereof a marked title insurance commitment, in the event that an original lender’s title insurance policy has not yet been issued) in the form of such security agreement an ALTA mortgage title insurance policy, containing all required endorsements and insuring the assignment thereof Trustee and its successors and assigns as to the Trustee; (v) a copy first priority lien of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest Mortgage in the personal property (if any) constituting security for repayment original principal amount of the Mortgage Loan; (viix) if applicable, the original of any Primary Mortgage Insurance Policy or certificate or, an electronic certification, evidencing the Loan Agreement existence of the Primary Mortgage Insurance Policy or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original lender's title private mortgage guaranty insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any;required; and (x) copies original of any security agreement, chattel mortgage or equivalent document executed in connection with the original Management AgreementsMortgage, if any. To the extent not previously delivered to the Sponsor pursuant to the Master MLPISA, the Mortgage Loan Seller shall promptly upon receipt from the respective recording office cause to be delivered to the Custodian the original recorded document described in clauses (iv) and (vi) above. From time to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable, shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan, in accordance with the terms of this Agreement upon receipt of such documents. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”. To the extent not previously delivered to the Sponsor pursuant to the Master MLPISA, on or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the Custodian Assignments of Mortgages, in blank, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the each Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event No later than thirty (x30) thirty Business Days following the Closing Date in the case later of clause (1)(a) below and (y) 60 days following the Closing Date and the date of receipt by the Servicer of the complete recording information for a Mortgage, the Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Mortgage Loan Seller and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has 2.01(b)(ii). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not yet been be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and (b) each Reassignment Rating Agency have received an Opinion of Assignment Counsel, satisfactory in form and substance to the Trustee and each Rating Agency to the effect that the recordation of Leases, Rents and Profits referred such Assignments of Mortgage in any specific jurisdiction is not necessary to in Section 2.01(viii) (if not otherwise included protect the Trust Fund’s interest in the related Mortgage Note. If the Assignment of Mortgage) which has not yet been submitted Mortgage is to be recorded, the Mortgage shall be assigned by the Mortgage Loan Seller, at the expense of the Mortgage Loan Seller, to “Deutsche Bank National Trust Company, as trustee under the Pooling and Servicing Agreement dated as of February 1, 2006, for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filingHSI Asset Securitization Corporation Trust 2006-NC1”. In the event that any such document Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense Mortgage Loan Seller shall use its best efforts promptly cause to promptly prepare be delivered a substitute document for signature by the Seller, Assignment of Mortgage to cure such defect and thereafter the Seller or such designee shall cause each such document assignment to be duly recordedrecorded at no expense to the Trust Fund. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Trustee within 180 days (or such other time period as may be required by any Rating Agency) following the Closing Date, and in the event that the Mortgage Loan Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Depositor, the related Mortgage Loan shall, upon the request of the Depositor, be repurchased by the Mortgage Loan Seller at the price and in the manner specified in Section 2.03. The Trustee shall, promptly upon receipt of foregoing repurchase obligation shall not apply in the original recorded copy (and in no event later than five Business Days following such receipt) that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recordation to the Custodianappropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided, that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of an officer of the Mortgage Loan Seller, confirming that such document has been accepted for recording. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains or loses the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, assignment after any it has been recorded, the obligations hereunder of the Mortgage Loan Seller shall be deemed to have been satisfied upon delivery by the Mortgage Loan Seller to the Custodian Trustee, prior to the Closing Date of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leasesassignment, Rents and Profits, if applicableas the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered . (c) The Depositor does hereby establish, pursuant to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements further provisions of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “HSI Asset Securitization Corporation Trust 2006-XX XX Pooling NC1” and Deutsche Bank National Trust Company is hereby appointed as Trustee and Wxxxx Fargo Bank, N.A. is appointed as Securities Administrator in accordance with the provisions of this Agreement. Pursuant to The parties hereto acknowledge and agree that it is the terms policy and intention of the GSMC Loan Sale Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement, GSMC has assigned its rights including without limitation, the representations and obligations under warranties set forth in the Co-Lender Agreement to Schedules hereto. (d) The Trust shall have the Seller. The Seller hereby assigns its rights capacity, power and obligations under the Co-Lender Agreement to authority, and the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed Trust is hereby authorized, to override accept the provisions sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Co-Lender Agreement or Depositor in and to the Series 1998-XX XX Pooling AgreementTrust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box AccountsDepositor under the Mortgage Loan Purchase Agreement (other than the Depositor's rights under Section 17 thereof), the Goldman Group Guarantyrights of the Depositor under each of the Cap Agreements, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after April 1, 2004 (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date, and, with respect ). The Depositor herewith delivers to the GSMC Retained Interest LoansTrustee an executed copy of the Mortgage Loan Purchase Agreement, each of the Cap Agreements, the Cap Assignment and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa "Mortgage File"): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ," with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut-off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified originator to be a true and complete copy of the original thereof submitted for recordingPerson assigning the Mortgage to the Trustee or in blank; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vie) the original or copies of the Loan Agreement each assumption, modification, written assurance or counterpart thereof relating to such Mortgage Loansubstitution agreement, if any;; and (viif) the original lender's title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground leaseabove, if anyin the case of the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as amended, for a first lien on the Mortgaged PropertiesProperty represented therein as a fee interest vested in the Mortgagor, if any; (xii) if or in the related assignment of contracts event such title policy is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreementunavailable, a copy thereof; with respect to written commitment or uniform binder or preliminary report of title issued by the Reserve Accounts and Lock-Box Accountstitle insurance or escrow company. The Master Servicer, if anyin its capacity as Seller, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein shall promptly (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: "Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse." In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Trustee shallNotwithstanding the foregoing, promptly the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates, the Mezzanine Certificates, the Class B Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (and in no event later than five Business Days following such receiptii) deliver such original the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the CustodianSeller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding anything the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the contrary contained Trustee as an Extraordinary Trust Fund Expense. If any of the documents referred to in this Section 2.01Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the "Recording Documents") has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Master Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the Master Servicer Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer's Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer's Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Master Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer's Certificate stating a revised date by which the Master Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender's title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans) was not delivered pursuant to Section 2.012.01(f) above, ifthe Master Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender's title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans). The Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of Depositor or the Master Servicer for both Servicer, as the Americold Pool Loan and the Other Americold Pool Loan and the special servicer case may be, in trust for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms benefit of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be deemed delivered promptly to override the provisions Trustee or the applicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the CoSeller that no Mortgage Loan is a "high-Lender Agreement cost" or "predatory" loan under any state or local law or regulation applicable to the Series 1998originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein and referred to in the Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the Seller that no Qualified Substitute Mortgage Loan is a "high cost" or "predatory" loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a "High-XX XX Pooling AgreementCost Home Loan" as defined in the New Jersey Home Ownership Act effective November 27, 2003 or a "High Cost Home Loan" as defined in the New Mexico Home Loan Protection Act effective January 1, 2004.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor under the Goldman Group Guaranty, Mortgage Loan Purchase Agreement (other than the Reinvestment Enhancement Instrument, the Co-Lender Agreement Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after January 1, 2003 (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date, and, with respect ). The Depositor herewith delivers to the GSMC Retained Interest LoansTrustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such each Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.):

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box AccountsDepositor under the Mortgage Loan Purchase Agreement (except Section 9 thereof), the Goldman Group Guaranty, interest in the Reinvestment Enhancement Instrument, Limited Purpose Surety Bond transferred to the Co-Lender Agreement Trustee pursuant to Section 2.03(e) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersFund. Such transfer and assignment includes all interest and principal due received by the Depositor or the Master Servicer on or with respect to the Mortgage Loans other than (but excluding any payments of principal and interest and principal due on or prior to the Cut-Off off Date). The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement. In connection with the transactions contemplated by this Agreement, andCendant Mortgage Corporation and the Trustee shall enter into an Assignment, Assumption and Recognition Agreement with MLCC, in the form of Exhibit K hereto, pursuant to which Cendant Mortgage Corporation shall assign to the Trustee, for the benefit of the Certificateholders, all of its right, title and interest in and to the Additional Collateral Servicing Agreement with respect to the GSMC Retained Interest Additional Collateral Mortgage Loans, and the applicable GSMC Retained Interest AmountsTrustee shall assume all of Cendant Mortgage Corporation's obligations under the Additional Collateral Servicing Agreement with respect to the Additional Collateral Mortgage Loans from and after the date hereof. In connection with such the transfer and assignmentassignment described herein, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignmentDepositor, the Seller shall, on or prior to the Closing Date, shall deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments instruments: (A) with respect to each Mortgage Loan so assigned (Loan, other than the Americold Pool a Cooperative Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):: (i) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of the following formsform: "Pay to the order of LaSalle National BankCitibank, N.A., as Trustee for the GS registered holders of the CDMC Mortgage Securities Corporation II Commercial Mortgage Pass-Pass- Through Certificates, Series 19982002-C11, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ," with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the Person so endorsing to the Trustee; (ii) the original recorded Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan, with evidence of recording thereon which have been recorded, with evidence of recording thereon or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recordingMortgage certified by the public recording office in which such Mortgage has been recorded; (iii) Unless the Mortgage Loan is registered on the MERS(R)System, an executed original Assignment of the Mortgage in suitable form for recordation executed in the jurisdiction in which the Mortgaged Property is located to either following form: "LaSalle National BankCitibank, N.A., as Trustee for the GS Mortgage Securities Corporation II Commercial registered holders of the CDMC Mortgage Pass-Through Certificates, Series 19982002-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"1; (iv) the original recorded Assignment or Assignments of the Mortgage showing a complete chain of assignment from the originator to the Person assigning the Mortgage to the Trustee (or to MERS, if the related Mortgage Loan is registered on the MERS(R) System and noting the presence of a MIN) as contemplated by the immediately preceding clause (iii), if applicable and only to the extent available to the Depositor with evidence of recording thereon; (v) the originals of all assumption, modification, consolidation or extension agreements, with evidence of recording thereon, if any; (vi) a copy of any guarantee (other than Additional Collateral) executed in connection with the Mortgage Note; (vii) the original of any security agreement is separate from agreement, chattel mortgage or equivalent document executed in connection with the Mortgage; (viii) the original power of attorney, if applicable; and (ix) if such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan Schedule), the original executed version Buydown Agreement or counterpart thereof a copy thereof; and (B) in addition, with respect to each Mortgage Loan that is an Additional Collateral Mortgage Loan (as indicated on the Mortgage Loan Schedule): (i) a copy of the related Mortgage 100(sm) Pledge Agreement or Parent Power Agreement, as applicable; and (ii) a copy of the related UCC-1, to the extent that MLCC was required to deliver such security agreement UCC-1 to the Master Servicer, and an original form UCC-3, if applicable, to the assignment thereof extent that MLCC was required to deliver such UCC-3 to the Master Servicer; or (C) with respect to each Mortgage Loan that is a Cooperative Loan (as indicated on the Mortgage Loan Schedule): (i) the original Mortgage Note, endorsed in the following form: "Pay to the order of Citibank, N.A., as Trustee for the registered holders of the CDMC Mortgage Pass- Through Certificates, Series 2002-1, without recourse," with all prior and intervening endorsements showing a complete chain of endorsement from the originator to the Person so endorsing to the Trustee; (vii) a the original duly executed assignment of Security Agreement to the Trustee; (iii) the acknowledgment copy of the UCC-1 financing statement, together with an original executed UCC-2 Form UCC-1 (or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment certified copy thereof) with respect to the Trustee Security Agreement, and any required continuation statements; (iv) the acknowledgment copy of the original executed Form UCC-3 with respect to the security interest in agreement, indicating the personal property (if any) constituting security for repayment Trustee as the assignee of the Mortgage Loansecured party; (v) the stock certificate representing the Cooperative Assets allocated to the cooperative unit, with a stock power in blank attached; (vi) the original collateral assignment of the Loan Agreement or counterpart thereof relating proprietary lease by Mortgagor to such Mortgage Loan, if anythe originator; (vii) a copy of the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements theretorecognition agreement; (viii) if any related Assignment of Leases, Rents applicable and Profits is separate from to the Mortgageextent available, the original executed versionintervening assignments, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loanincluding warehousing assignments, if any, and copies showing, to the extent available, an unbroken chain of the original environmental indemnitiesrelated Mortgage Loan to the Trustee, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) together with a copy of the related ground leaseForm UCC-3 with evidence of filing thereon; and (ix) the originals of each assumption, modification or substitution agreement, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related relating to the Mortgage Loan; and (xvii) with respect to provided, however, that in lieu of the Americold Pool Loanforegoing, the Co-Lender Agreement. On or promptly Depositor may deliver the following documents, under the Closing Date (but in no event later than circumstances set forth below: (x) thirty Business Days following the Depositor may deliver a Mortgage Note pursuant to (A)(i) and (C)(i) endorsed in blank, provided that the endorsement is completed within 60 days of the Closing Date Date; (y) in lieu of the original Mortgage, assignments to the Trustee or intervening assignments thereof which have been delivered, are being delivered or will, upon receipt of recording information relating to the Mortgage required to be included thereon, be delivered to recording offices for recording and have not been returned to the Depositor within 270 days of the Closing Date, the Depositor may deliver a true copy thereof with an Officer's Certificate certifying that such Mortgage, assignment to the Trustee or intervening assignment has been delivered to the appropriate recording office for recording; and (z) in lieu of the Mortgage, assignment to the Trustee or intervening assignments thereof, if the applicable jurisdiction retains the originals of such documents (as evidenced by a certification from the Depositor or the Master Servicer, to such effect) the Depositor may deliver photocopies of such documents containing an original certification by the judicial or other governmental authority of the jurisdiction where such documents were recorded; and provided, further, however, that in the case of clause Mortgage Loans which have been prepaid in full after the Cut-off Date and prior to the Closing Date, the Depositor, in lieu of delivering the above documents, may deliver to the Trustee a certification to such effect and shall deposit all amounts paid in respect of such Mortgage Loans in the Distribution Account on the Closing Date. The Depositor shall deliver such original documents (1)(aincluding any original documents as to which certified copies had previously been delivered) below to the Trustee promptly after they are received. The Depositor may, in lieu of delivering the original of the documents set forth in Section 2.01(A), (B) and (yC) (other than Section 2.01(A)(i) and Section 2.01(C)(i)) (or copies thereof as permitted by Section 2.01) to the Trustee, deliver such documents to the Master Servicer, and the Master Servicer shall hold such documents in trust for the use and benefit of all present and future Certificateholders until such time as is set forth in the next sentence. Within 60 days following the Closing Date earlier of (i) the receipt of the original of all of the documents or instruments set forth in the case of clauses 1(bSection 2.01(A), (B) and 2 below(C) (other than Section 2.01(A)(i) and Section 2.01(C)(i)) (or copies thereof as permitted by such Section) for any Mortgage Loan and (ii) a written request by the Trustee to deliver those documents with respect to any or all of the Mortgage Loans then being held by the Master Servicer, the Seller (or its designee) shallMaster Servicer shall deliver a complete set of such documents to the Trustee. The Depositor shall cause, at its expense, (1) record the assignment of the Mortgage to the Trustee to be recorded not later than 180 days after the Closing Date, unless (a) such recordation is not required by the Rating Agencies or an Opinion of Counsel has been provided as set forth below in this Section 2.01 or (b) MERS is identified on the Mortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record. With respect to the Cooperative Loans, the Depositor will, promptly after the Closing Date, cause the related financing statements (if not yet filed) and an assignment thereof from the Depositor to the Trustee to be filed in the appropriate offices. The Depositor need not cause to be recorded any assignment in any jurisdiction under the laws of which, as evidenced by an Opinion of Counsel delivered by the Depositor to the Trustee and the Rating Agencies, the recordation of such assignment is not necessary to protect the Trustee's interest in the related Mortgage Loan; provided, however, notwithstanding the delivery of any Opinion of Counsel, each Assignment assignment shall be submitted for recording by the Depositor in the manner described above, at no expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i) reasonable direction by the Holders of Certificates evidencing Fractional Undivided Interests aggregating not less than 25% of the Trust Fund, (ii) the occurrence of a Master Servicer Event of Termination, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Depositor, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) with respect to any one assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Depositor fails to pay the cost of recording the assignments, such expense will be paid by the Trustee and the Trustee shall be reimbursed for such expenses by the Trust Fund in accordance with Section 8.05. In connection with the assignment of any Mortgage Loan registered on the MERS(R) System, the Depositor further agrees that it will cause, at the Depositor's own expense, within 30 Business Days after the Closing Date, the MERS(R) System to indicate that such Mortgage Loans have been assigned by the Depositor to the Trustee in accordance with this Agreement for the benefit of the Certificateholders by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trustee and (b) the code in the field "Pool Field" which identifies the series of the Certificates issued in connection with such Mortgage Loans. The Depositor further agrees that it will not, and will not permit the Master Servicer to, and the Master Servicer agrees that it will not, alter the codes referenced in this paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any original Mortgage Note referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v2.01(A)(i) or (xiii2.01(B)(i) which has above cannot yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedlocated, the obligations hereunder of the Seller Depositor to deliver such documents shall be deemed to have been be satisfied upon delivery to the Custodian Trustee of a copy photocopy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and ProfitsNote, if applicableavailable, certified by the public recording office to be with a true and complete copy Lost Note Affidavit. If any of the recorded original thereof. If Mortgage Notes for which a pro forma title insurance policy has been Lost Note Affidavit was delivered to the Custodian in lieu of an Trustee is subsequently located, such original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents Mortgage Note shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreementthree Business Days.

Conveyance of Mortgage Loans. The Seller(a) Effective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage Loans, including all rights Trustee pursuant to payment in respect Section 14 thereof, except as set forth below, (iii) the Initial Deposit and any security interest thereunder (whether in real or personal property and whether tangible or intangibleiv) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund REMIC I for the benefit of the CertificateholdersREMIC II and REMIC III. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date, and, with respect . The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amountsconstitute a sale. In connection with such transfer and assignmentthe initial sale of the Certificates by the Depositor, the Seller shall make purchase price to be paid includes a cash deposit portion attributable to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly interest accruing on the Master Servicer Remittance Date immediately following receipt. The Certificates from and after the Cut-Off Date. (b) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor pursuant to the applicable Originator. In connection with such transfer Mortgage Loan Purchase Agreement to deliver to and assignmentdeposit with, or cause to be delivered to and deposited with, the Seller shallTrustee or a Custodian appointed hereunder, on or prior to before the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to Mortgage Note for each Mortgage Loan so assigned assigned, endorsed to the Trustee as specified in clause (other than i) of the Americold Pool Loandefinition of "Mortgage File." Each Seller is required, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related applicable Mortgage Loan Purchase Agreement, to Series 1998-XX XX): (i) deliver to the original Trustee the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse"the Fiscal Agent, "Pay to the order of LaSalle National BankPaying Agent, as any Custodian, without recourse", "Pay any Master Servicer or any Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the order document delivery requirements of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by Purchase Agreements and this Section 2.1(b). (c) Each Seller other than IXIS and NCB, FSB, at its own expense, for the related Originator, show a complete chain of endorsement from the related Originator Mortgage Loans sold to the Depositor by such Seller, and the Trustee; , at the expense of IXIS and NCB, FSB, as applicable, for the IXIS Loans sold to the Depositor by IXIS and the NCB, FSB Loans sold to the Depositor by NCB, FSB, shall promptly (iiand in any event within 90 days following the receipt of all recording information necessary to record such document) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified cause to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation recording or filing, as the case may be, in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bankappropriate public office for real property records or UCC financing statements, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificatesappropriate, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the each assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of the security interest in definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument public recording office to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage following recording or Loan Agreement, a copy thereoffiling; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event provided that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Assignment of Mortgage, Assignment of Mortgage or Reassignment assignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedLeases or assignment of UCC financing statements, the obligations hereunder Trustee, for all Mortgage Loans, other than the Principal Loans, and the Primary Servicers for the Principal Loans, shall obtain therefrom, at the expense of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of applicable Seller, a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereofand shall forward copies thereof to the applicable Master Servicer and the applicable Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a pro forma title insurance policy has defect therein, the Trustee for all Mortgage Loans other than the Principal Loans, and the applicable Primary Servicers for the Principal Loans, shall promptly notify the applicable Seller and the applicable Seller for its respective Mortgage Loans shall promptly prepare or cause to be prepared and delivered to the Trustee a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee shall upon receipt thereof from such Seller cause the same to be duly recorded or filed, as appropriate. The parties acknowledge the obligation of each Seller pursuant to Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the Trustee, on or before the fifth Business Day after the Closing Date, five limited powers of attorney substantially in the form attached as Exhibit C to the Primary Servicing Agreements or Exhibit 5 to the Mortgage Loan Purchase Agreements in favor of the Trustee, the applicable Master Servicer and the applicable Special Servicer to empower the Trustee, such Master Servicer and, in the event of the failure or incapacity of the Trustee and such Master Servicer, such Special Servicer, to submit for recording, at the expense of the applicable Seller, any mortgage loan documents required to be recorded as described in the preceding paragraph and any intervening assignments with evidence of recording thereon that are required to be included in the Mortgage Files (so long as original counterparts have previously been delivered to the Custodian in lieu of an original title insurance policyTrustee). The Sellers agree to reasonably cooperate with the Trustee, the Seller will promptly deliver Master Servicer and the Special Servicer in connection with any additional powers of attorney or revisions thereto that are requested by such parties for purposes of such recordation. The Trustee and each other party hereto agrees that no such power of attorney shall be used with respect to any Mortgage Loan by or under authorization by any party hereto except that to the Custodian extent that the absence of a document described in the second preceding sentence with respect to such Mortgage Loan remains unremedied as of the earlier of (i) the date that is 180 days following the delivery of notice of such absence to the related original title insurance policy upon receipt thereofSeller, but in no event earlier than 18 months from the Closing Date, and (ii) the date (if any) on which such Mortgage Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such documents for recording, at the related Seller's expense, after the periods set forth above; provided, however, the Trustee shall not submit such assignments for recording if the applicable Seller shall promptly cause produces evidence that it has sent any such assignment for recording and certifies that it is awaiting its return from the UCC-1's referred applicable recording office. (d) All relevant servicing or loan documents and records in the possession of the Depositor or the Sellers that relate to in Section 2.01(v), if the servicing of any Mortgage Loans and that are not already filed, required to be filed a part of a Mortgage File in accordance with the definition thereof and are reasonably necessary for the ongoing administration and/or servicing of the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents Mortgage Loan shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, ifrelated Primary Servicer on its behalf, on or before the date that is 75 days following the Closing Date and shall be held by such Master Servicer or the related Primary Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders. To the extent delivered to the Master Servicer (for Mortgage Loans other than the IXIS Loans, the TIAA Loans, the Principal Loans, the MM Loans, the WaMu Loans and the UCMFI Loans), the IXIS Sub-Servicer, the TIAA Sub-Servicer or the related Primary Servicer (for the IXIS Loans, the TIAA Loans, the Principal Loans, the MM Loans, the WaMu Loans and the UCMFI Loans) by the related Seller, the Servicer Mortgage File will consist of (i) with respect to all Mortgage Loans other than the MSMC Loans, the documents listed in the definition of Mortgage File or (ii) with respect to the MSMC Loans, the documents listed in the definition of Mortgage File and, to the extent required to be (and actually) delivered to the applicable Seller pursuant to the applicable Mortgage Loan documents, copies of the following items: the Mortgage Note, any Mortgage, the Assignment of Leases and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan agreement, the insurance policies or certificates (as to applicable), the property inspection reports, any Mortgage Loanfinancial statements on the property, any escrow analysis, the tax bills, the Appraisal, the environmental report, the engineering report, the asset summary, financial information on the Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor agreement and any Environmental Insurance Policies; provided, however, the Seller canshall not be required to deliver in complete and recordable form any one draft documents, attorney-client privileged communications, internal correspondence or credit analysis. Delivery of any of the assignments in favor of foregoing documents to the Trustee referred applicable Primary Servicer (or sub-servicer) shall be deemed delivery to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally applicable Master Servicer and satisfy the delivery requirements of Depositor's obligations under this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"2.1(d). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received foregoing items shall be delivered in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX willelectronic form, to the extent necessarysuch document is available in such form and such form is reasonably acceptable to the applicable Master Servicer. None of any Master Servicer, specially service both any Special Servicer or any Primary Servicer shall have any liability for the Americold Pool Loan absence of any of the foregoing items from the Servicing Mortgage File if such item was not delivered by the related Seller. (e) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee and the Other Americold Pool LoanMaster Servicer on or before the Closing Date a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties made by the Sellers with respect to each case related Mortgage Loan as of the Closing Date. (f) In connection herewith, the Depositor has acquired the MSMC Loans from MSMC, the IXIS Loans from IXIS, the Principal Loans from Principal, the MM Loans from MM, the NCB, FSB Loans from NCB, FSB, the WaMu Loans from WaMu, the UCMFI Loans from UCMFI and the TIAA Loans from TIAA. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the MSMC Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the IXIS Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Principal Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Note, as described in the definition of Mortgage File) relating to the MM Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the NCB, FSB Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the WaMu Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies the related Mortgage Note, as described in the definition of Mortgage File) relating to the UCMFI Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will deliver the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the TIAA Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, MSMC, IXIS, Principal, MM, NCB, FSB, WaMu, UCMFI and TIAA, as applicable, are required under the terms Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and assignments of Assignments of Leases and assignments of UCC financing statements in blank or naming the Trustee, on behalf of the Co-Lender Agreement Certificateholders, as assignee. Notwithstanding the fact that the assignments shall be in blank or name the Trustee, on behalf of the Certificateholders, as the assignee, the parties hereto acknowledge and agree that for all purposes the MSMC Loans shall be deemed to have been transferred from MSMC to the Depositor, the IXIS Loans shall be deemed to have been transferred from IXIS to the Depositor, the Principal Loans shall be deemed to have been transferred from Principal to the Depositor, the MM Loans shall be deemed to have been transferred from MM to the Depositor, the NCB, FSB Loans shall be deemed to have been transferred from NCB, FSB to the Depositor, the WaMu Loans shall be deemed to have been transferred from WaMu to the Depositor, the UCMFI Loans shall be deemed to have been transferred from UCMFI to the Depositor, and the Series 1998-XX XX Pooling Agreement. Pursuant TIAA Loans shall be deemed to have been transferred from TIAA to the terms of Depositor, and all Mortgage Loans shall be deemed to have been transferred from the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement Depositor to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.

Conveyance of Mortgage Loans. (a) The SellerDepositor, concurrently with the execution and delivery hereof, does herebyhereby sells, selltransfers, transferassigns, assign, set sets over and otherwise convey conveys to the Trustee for the benefit of the Certificateholders, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor in and to the Trust Fund. Concurrently with the execution of this Agreement, the Swap Agreement shall be delivered to the Securities Administrator. In connection therewith, the Depositor hereby directs the Securities Administrator (solely in its capacity as Securities Administrator of the Supplemental Interest Trust) and the Securities Administrator is hereby authorized to execute and deliver the Swap Agreement (on behalf of the Supplemental Interest Trust), for the benefit of Certificateholders. The Depositor, the Sponsor, the Master Servicer, the Servicer, the Mortgage LoansLoan Seller and the Certificateholders (by their acceptance of such Certificates) acknowledge and agree that the Securities Administrator is executing and delivering the Swap Agreement solely in its capacity as Securities Administrator of the Supplemental Interest Trust and not in its individual capacity. The Securities Administrator shall have no duty or responsibility to enter into any other swap agreement upon the expiration or termination of the Swap Agreement unless so directed by the Depositor. Concurrently with the execution and delivery of this Agreement, the Depositor does hereby assign to the Trustee all of its rights and interest under the Purchase Agreement, including all rights the right to payment in respect thereofenforce the Sponsor’s obligation to repurchase or substitute defective Mortgage Loans under Section 5 of the Purchase Agreement. The Trustee hereby accepts such assignment, except and as set forth belowherein in Section 2.03(k), and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor shall be entitled to exercise all the rights of the SellerDepositor under the Purchase Agreement as if, for such purpose, it were the Depositor. (b) In connection with the transfer and all Reserve Accounts, Lock-Box Accountsassignment of each Mortgage Loan, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included Depositor has delivered or caused to be included in delivered to the Trust Fund Custodian for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due on or with respect to the Mortgage Loans other than interest and principal due on or prior to the Cut-Off Date, and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, Certificateholders the following documents or instruments with respect to each Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX):assigned: (i) the original Credit Line Agreement bearing all intervening endorsements necessary to show a complete chain of endorsements from the Noteoriginal payee, endorsed without recourse to the order of the Trustee in one of the following forms: "blank, “Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1_____________, without recourse"”, "Pay to and, if previously endorsed, signed in the order name of LaSalle National Bank, as Trustee, without recourse", "Pay to the order last endorsee by a duly qualified officer of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trusteelast endorsee; (ii) the original Assignment of Mortgage for each Mortgage Loan, in form and substance acceptable for recording. The Mortgage shall be assigned, with assignee’s name left blank; (iii) the original of each guarantee executed in connection with the Credit Line Agreement, if any; (iv) the original recorded Mortgage, with evidence of recording thereon. If in connection with any Mortgage Loan, the original Mortgage cannot be delivered with evidence of recording thereon on or prior to the Closing Date because of a delay caused by the public recording office where such Mortgage has been delivered for recordation or because such Mortgage has been lost or because such public recording office retains the original recorded Mortgage, the Mortgage Loan Seller shall deliver or cause to be delivered to the Custodian, (A) in the case of a delay caused by the public recording office, a copy of such Mortgage certified by the Mortgage Loan Seller, escrow agent, title insurer or closing attorney to be a true and complete copy of the original recorded Mortgage and (B) in the case where a public recording office retains the original recorded Mortgage or counterpart thereof showing in the related Originator as mortgagee orcase where a Mortgage is lost after recordation in a public recording office, a copy of such Mortgage certified by such public recording office to be a true and complete copy of the original recorded Mortgage; (v) originals or a certified copy of each modification agreement, if any; (vi) the originals of all intervening assignments of Mortgage with evidence of recording thereon evidencing a complete chain of ownership from the originator of the Mortgage Loan to the last assignee, or if any such original intervening assignment of Mortgage has not been returned from the applicable public recording office or has been lost or if such public recording office retains the original recorded intervening assignments of Mortgage, a photocopy of such intervening assignment of Mortgage, together with (A) in the case of a delay caused by the public recording office, an officer’s certificate of the Mortgage Loan Seller, escrow agent, closing attorney or the title insurer insuring the Mortgage stating that such intervening assignment of Mortgage has been delivered to the appropriate public recording office for recordation and that such original recorded intervening assignment of Mortgage or a copy thereof of such intervening assignment of Mortgage certified by the appropriate public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage will be promptly delivered to the Custodian upon receipt thereof submitted for recordingby the party delivering the officer’s certificate or by the Mortgage Loan Seller; or (B) in the case of an intervening assignment of mortgage where a public recording office retains the original recorded intervening assignment of Mortgage or in the case where an intervening assignment of Mortgage is lost after recordation in a public recording office, a copy of such intervening assignment of Mortgage with recording information thereon certified by such public recording office to be a true and complete copy of the original recorded intervening assignment of Mortgage; (iiivii) an executed if the Credit Line Agreement, the Mortgage, any Assignment of Mortgage in suitable form for recordation in or any other related document has been signed by a Person on behalf of the jurisdiction in which Mortgagor, the Mortgaged Property is located copy of the power of attorney or other instrument that authorized and empowered such Person to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"sign; (ivviii) if the related security agreement is separate from the Mortgage, the original executed version lender’s title insurance policy (or counterpart thereof a marked title insurance commitment, in the event that an original lender’s title insurance policy has not yet been issued) in the form of such security agreement an ALTA mortgage title insurance policy, containing all required endorsements and insuring the assignment thereof Trustee and its successors and assigns as to the Trustee; (v) a copy first priority lien of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest Mortgage in the personal property (if any) constituting security for repayment original principal amount of the Mortgage Loan; (viix) the original of any Primary Mortgage Insurance Policy or certificate or, an electronic certification, evidencing the Loan Agreement existence of the Primary Mortgage Insurance Policy or counterpart thereof relating to such Mortgage Loancertificate, if any; (vii) the original lender's title private mortgage guaranty insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any;required; and (x) copies original of any security agreement, chattel mortgage or equivalent document executed in connection with the original Management AgreementsMortgage, if any. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, the Mortgage Loan Seller shall promptly upon receipt from the respective recording office cause to be delivered to the Custodian the original recorded document described in clauses (iv) and (vi) above. From time to time, the Mortgage Loan Seller, the Depositor or the Servicer, as applicable, shall forward to the Custodian additional original documents, additional documents evidencing an assumption, modification, consolidation or extension of a Mortgage Loan, in accordance with the terms of this Agreement upon receipt of such documents. All such mortgage documents held by the Custodian as to each Mortgage Loan shall constitute the “Custodial File”. To the extent not previously delivered to the Sponsor pursuant to the Master MLPSA, on or prior to the Closing Date, the Mortgage Loan Seller shall deliver to the Custodian Assignments of Mortgages, in blank, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the each Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event No later than thirty (x30) thirty Business Days following the Closing Date in the case later of clause (1)(a) below and (y) 60 days following the Closing Date and the date of receipt by the Servicer of the complete recording information for a Mortgage, the Servicer shall promptly submit or cause to be submitted for recording, at the expense of the Mortgage Loan Seller and at no expense to the Trust Fund, the Trustee, the Servicer or the Depositor, in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has 2.01(b)(ii). Notwithstanding the foregoing, however, for administrative convenience and facilitation of servicing and to reduce closing costs, the Assignments of Mortgage shall not yet been be required to be completed and submitted for recording with respect to any Mortgage Loan if the Trustee and (b) each Reassignment Rating Agency have received an Opinion of Assignment Counsel, satisfactory in form and substance to the Trustee and each Rating Agency to the effect that the recordation of Leases, Rents and Profits referred such Assignments of Mortgage in any specific jurisdiction is not necessary to in Section 2.01(viii) (if not otherwise included protect the Trust Fund’s interest in the related Credit Line Agreement. If the Assignment of Mortgage) which has not yet been submitted Mortgage is to be recorded, the Mortgage shall be assigned by the Mortgage Loan Seller, at the expense of the Mortgage Loan Seller, to “[ ], as trustee under the Pooling and Servicing Agreement dated as of [ ], for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filingStructured Asset Securities Corporation Trust [ ]”. In the event that any such document Assignment of Mortgage is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense Mortgage Loan Seller shall use its best efforts promptly cause to promptly prepare be delivered a substitute document for signature by the Seller, Assignment of Mortgage to cure such defect and thereafter the Seller or such designee shall cause each such document assignment to be duly recordedrecorded at no expense to the Trust Fund. In the event that such original or copy of any document submitted for recordation to the appropriate public recording office is not so delivered to the Trustee within 180 days (or such other time period as may be required by any Rating Agency) following the Closing Date, and in the event that the Mortgage Loan Seller does not cure such failure within 30 days of discovery or receipt of written notification of such failure from the Depositor, the related Mortgage Loan shall, upon the request of the Depositor, be repurchased by the Mortgage Loan Seller at the price and in the manner specified in Section 2.03. The Trustee shall, promptly upon receipt of foregoing repurchase obligation shall not apply in the original recorded copy (and in no event later than five Business Days following such receipt) that the Mortgage Loan Seller cannot deliver such original or copy of any document submitted for recordation to the Custodianappropriate public recording office within the specified period due to a delay caused by the recording office in the applicable jurisdiction; provided, that the Mortgage Loan Seller shall instead deliver a recording receipt of such recording office or, if such recording receipt is not available, an officer’s certificate of an officer of the Mortgage Loan Seller, confirming that such document has been accepted for recording. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains or loses the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, assignment after any it has been recorded, the obligations hereunder of the Mortgage Loan Seller shall be deemed to have been satisfied upon delivery by the Mortgage Loan Seller to the Custodian Trustee, prior to the Closing Date of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leasesassignment, Rents and Profits, if applicableas the case may be, certified (such certification to be an original thereof) by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered . (c) The Depositor does hereby establish, pursuant to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements further provisions of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling laws of the State of New York, an express trust (the “Trust”) to be known, for convenience, as “Structured Asset Securities Corporation Trust [ ]” and [ ] is hereby appointed as Trustee and [ ] is appointed as Securities Administrator in accordance with the provisions of this Agreement. Pursuant to The parties hereto acknowledge and agree that it is the terms policy and intention of the GSMC Loan Sale Trust to acquire only Mortgage Loans meeting the requirements set forth in this Agreement, GSMC has assigned its rights including without limitation, the representations and obligations under warranties set forth in the Co-Lender Agreement to Schedules hereto. (d) The Trust shall have the Seller. The Seller hereby assigns its rights capacity, power and obligations under the Co-Lender Agreement to authority, and the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed Trust is hereby authorized, to override accept the provisions sale, transfer, assignment, set over and conveyance by the Depositor to the Trust of all the right, title and interest of the Co-Lender Agreement or Depositor in and to the Series 1998-XX XX Pooling AgreementTrust Fund (including, without limitation, the Mortgage Loans) pursuant to Section 2.01(a).

Conveyance of Mortgage Loans. The Seller(a) Each Seller hereby sells, concurrently with the execution and delivery hereoftransfers, does herebyassigns, sell, transfer, assign, set sets over and otherwise convey conveys to the Trustee Depositor, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the such Seller in and to the applicable Initial Mortgage Loans, including all rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal due received and receivable by such Seller on or with respect to the applicable Initial Mortgage Loans other than interest and principal due on or prior after the Initial Cut-off Date (to the extent not applied in computing the Cut-Off Date, and, with respect to off Date Principal Balance thereof) or deposited into the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Certificate Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of such Seller as part of the Trustee Initial Certificate Account Deposit as successor to provided in this Agreement, other than principal due on the applicable Originator. In connection with such transfer and assignment, the Seller shall, Initial Mortgage Loans on or prior to the Closing Initial Cut-off Date and interest accruing prior to the Initial Cut-off Date. The Master Servicer confirms that, deliver to, and deposit with, the Custodian (on behalf of the Trustee)Sellers, concurrently with copies the transfer and assignment, it has deposited into the Certificate Account the Initial Certificate Account Deposit. Immediately upon the conveyance of the Initial Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Initial Mortgage Loans. CHL further agrees (x) to cause The Bank of New York to enter into the Swap Contract Administration Agreement as Swap Contract Administrator and (y) to assign all of its right, title and interest in and to the interest rate swap transaction evidenced by the Confirmation, and to cause all of its obligations in respect of such transaction to be assumed by, the Swap Contract Administrator, on the terms and conditions set forth in the Swap Contract Assignment Agreement. (b) Subject to the execution and delivery of the related Subsequent Transfer Agreement as provided by Section 2.01(d) and the terms and conditions of this Agreement, each Seller sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, on each Subsequent Transfer Date, all the right, title and interest of such Seller in and to the related Subsequent Mortgage Loans, including all interest and principal received and receivable by such Seller on or with respect to such Subsequent Mortgage Loans after the related Subsequent Cut-off Date (to the extent not applied in computing the Cut-off Date Principal Balance thereof) or deposited into the Certificate Account by the Master Servicer on behalf of such Seller as part of any related Subsequent Certificate Account Deposit as provided in this Agreement, other than principal due on such Subsequent Mortgage Loans on or prior to the related Subsequent Cut-off Date and Special Servicerinterest accruing prior to the related Subsequent Cut-off Date. Immediately upon the conveyance of the Subsequent Mortgage Loans referred to in the preceding paragraph, the Depositor sells, transfers, assigns, sets over and otherwise conveys to the Trustee for benefit of the Certificateholders, without recourse, all right title and interest in the Subsequent Mortgage Loans. (c) Each Seller has entered into this Agreement in consideration for the purchase of the Mortgage Loans by the Depositor and has agreed to take the actions specified herein. The Depositor, concurrently with the execution and delivery of this Agreement, hereby sells, transfers, assigns and otherwise conveys to the Trustee for the use and benefit of the Certificateholders, without recourse, all right title and interest in the portion of the Trust Fund not otherwise conveyed to the Trustee pursuant to Section 2.01(a) or (b). (d) On any Business Day during the Funding Period designated by CHL to the Trustee, the Sellers, the Depositor and the Trustee shall complete, execute and deliver a Subsequent Transfer Agreement. After the execution and delivery of such Subsequent Transfer Agreement, on the Subsequent Transfer Date, the Trustee shall set aside in the Pre-Funding Account an amount equal to the related Subsequent Transfer Date Purchase Amount. (e) The transfer of Subsequent Mortgage Loans on the Subsequent Transfer Date is subject to the satisfaction of each of the following documents or instruments conditions: (1) the Trustee and the Underwriters will be provided Opinions of Counsel addressed to the Rating Agencies as with respect to each the sale of the Subsequent Mortgage Loan so assigned Loans conveyed on such Subsequent Transfer Date (other than such opinions being substantially similar to the Americold Pool Loan, opinions delivered on the Closing Date to the Rating Agencies with respect to items (iithe sale of the Initial Mortgage Loans on the Closing Date), to be delivered as provided in Section 2.01(f); (iii2) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Mortgage Loans does not result in a reduction or withdrawal of any ratings assigned to the Certificates by the Rating Agencies; (3) the Depositor shall deliver to the Trustee an Officer's Certificate confirming the satisfaction of each of the conditions set forth in this Section 2.01(e) required to be satisfied by such Subsequent Transfer Date; (4) each Subsequent Mortgage Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Mortgage Loan set forth in this clause (4), (vthe obligation under Section 2.03(e) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of this Agreement of the Noteapplicable Seller, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bankcure, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the repurchase or replace such Subsequent Mortgage Loan was originated by shall constitute the related Originatorsole remedy against such Seller respecting such breach available to Certificateholders, show a complete chain of endorsement from the related Originator to Depositor or the Trustee; (ii5) the original recorded Subsequent Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any Loans conveyed on such original Mortgage has Subsequent Transfer Date were selected in a manner reasonably believed not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy adverse to the interests of the original thereof submitted for recordingCertificateholders; (iii6) an executed Assignment of no Subsequent Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" Loan conveyed on such Subsequent Transfer Date was 30 or "LaSalle National Bank, as Custodial Agent, without recourse"more days delinquent; (iv7) if following the related security agreement is separate from conveyance of the MortgageSubsequent Mortgage Loans on such Subsequent Transfer Date, the original executed version or counterpart thereof characteristics of such security agreement and each Loan Group will not vary by more than the assignment thereof to amount specified below (other than the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment percentage of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is Loans secured by Mortgaged Properties located in the State of California, which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance will not exceed 50% of the Seller's Commercial Mortgage Pass-Through CertificatesPool and the percentage of mortgage loans in the Credit Grade Categories of "C" or below, Series 1998-XX XX ("Series 1998-XX XX"). Each which will not exceed 10% of the Americold Pool Mortgage Loans in each Loan Group) from the characteristics listed below; provided that for the purpose of making such calculations, the characteristics for any Initial Mortgage Loan made will be taken as of the Initial Cut-off Date and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect characteristics for any Subsequent Mortgage Loans will be taken as of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the CoSubsequent Cut-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreement.off Date;

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee Trust, without recourse (except to the extent herein provided) recourse, all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor under the Goldman Group Guaranty, Mortgage Loan Purchase Agreement (other than the Reinvestment Enhancement Instrument, the Co-Lender Agreement Depositor’s rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after the Cut-off Date (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date). The REMIC 1 Regular Interests, REMIC 1 Regular Interest IX and the Class R‑1 Interest shall collectively be a separate series of beneficial interests in the assets of the Trust consisting of the Trust Fund assets included in the definition of REMIC 1 pursuant to Section 3806(b)(2) of the Statutory Trust Statute. The Depositor herewith delivers to the Trustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. In addition, on or prior to the Closing Date, and, with respect the Supplemental Interest Trust Trustee shall execute the Swap Agreement and the Depositor hereby directs the Supplemental Interest Trust Trustee to do so. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the GSMC Retained Interest LoansTrust pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trust as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa “Mortgage File”): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "“Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ,” with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut‑off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage, noting the presence of the MIN of the Mortgage Loan and language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM loan, with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) unless the Mortgage Loan is registered on the MERS® System, an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof originator to the Trustee; (v) a copy of Person assigning the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment Mortgage to the Trustee or in blank (or to MERS, if the Mortgage Loan is registered on the MERS® System and noting the presence of the security interest in MIN) as contemplated by the personal property immediately preceding clause (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrumentc); (ixe) the original or copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loaneach assumption, modification, written assurance or substitution agreement, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xviif) as an original, photocopy or in electronic form, the lender’s title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first or second lien on the Mortgaged Property represented therein as a fee interest vested in the Mortgagor, or in the event such title policy is unavailable, a written commitment or uniform binder or preliminary report of title issued by the title insurance or escrow company. Except with respect to any Mortgage Loan for which MERS is identified on the Americold Pool LoanMortgage or on a properly recorded assignment of the Mortgage as the mortgagee of record, the Co-Lender Agreement. On or Servicer, in its capacity as Seller, shall promptly following the Closing Date (but and in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust, the Trustee, the Delaware Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: “Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse.” In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Notwithstanding the foregoing, the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates and the Mezzanine Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each such Assignment shall be submitted for recording by the Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust, the Trustee shall, promptly or the Delaware Trustee upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (ii) the occurrence of a Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the Seller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and in no event later than five (v) if the Seller is not the Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding the foregoing, if the Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the Trustee as an Extraordinary Trust Fund Expense. In connection with the assignment of any Mortgage Loan registered on the MERS® System, the Depositor further agrees that it shall cause, within 30 Business Days following after the Closing Date, the MERS® System to indicate that such receipt) deliver such original Mortgage Loans have been assigned by the Depositor to the CustodianTrust in accordance with this Agreement by including (or deleting, in the case of Mortgage Loans which are repurchased in accordance with this Agreement) in such computer files (a) the code in the field which identifies the specific Trust and (b) the code in the field “Pool Field” which identifies the series of the Certificates issued in connection with such Mortgage Loans. Notwithstanding anything to The Depositor further agrees that it shall not, and shall not permit the contrary contained Servicer to, and the Servicer agrees that it shall not, alter the codes referenced in this Section 2.01paragraph with respect to any Mortgage Loan during the term of this Agreement unless and until such Mortgage Loan is repurchased in accordance with the terms of this Agreement. If any of the documents referred to in Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the “Recording Documents”) has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer Trustee or the applicable Custodian within one year after the Closing Date, the Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer’s Certificate stating the date by which the Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer’s Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer’s Certificate stating a revised date by which the Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender’s title insurance policy was not delivered pursuant to Section 2.012.01(f) above, ifthe Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender’s title insurance policy. The Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each the Depositor or the Servicer, as the case may be, in trust for the benefit of the Americold Pool Loan and Trust. In the Other Americold Pool Loan event that any such original document is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant required pursuant to the terms of the GSMC Loan Sale Agreementthis Section to be a part of a Mortgage File, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement such document shall be delivered promptly to the Trustee on behalf or the applicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Servicer. The Mortgage Loans permitted by the terms of this Agreement to be included in the Trust are limited to (i) the Mortgage Loans (which the Depositor acquired pursuant to the Mortgage Loan Purchase Agreement, which contains, among other representations and warranties, a representation and warranty of the Certificateholders. Nothing Seller that no Mortgage Loan is a “high-cost” or “predatory” loan under any state or local law or regulation applicable to the originator), and (ii) Qualified Substitute Mortgage Loans (which, by definition as set forth herein shall be deemed and referred to override in the provisions Mortgage Loan Purchase Agreement, are required to conform to, among other representations and warranties, the representation and warranty of the CoSeller that no Qualified Substitute Mortgage Loan is a “high cost” or “predatory” loan under any state or local law or regulation applicable to the originator). It is agreed and understood by the parties hereto that it is not intended that any mortgage loan be included in the Trust that is a “High-Lender Agreement Cost Home Loan” as defined in the New Jersey Home Ownership Act effective November 27, 2003, a “High Cost Home Loan” as defined in the New Mexico Home Loan Protection Act effective January 1, 2004, a “High Cost Home Loan” as defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev. Stat. Section 360.100), or a “High Cost Home Loan” as defined in the Series 1998Indiana Home Loan Practices Act effective January 1, 2005 (Ind. Code Xxx. §§ 24-XX XX Pooling Agreement9-1 through 24-9-9) or a “High Cost Mortgage Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective November 7, 2004 (Mass. Gen. Laws Ch. 183C. §§1 et seq.).

Conveyance of Mortgage Loans. The Seller(a) Effective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Mortgage Loans, including all rights Trustee pursuant to payment in respect Section 14 thereof, except as set forth belowand the Depositor's rights under each Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 12 thereof, (iii) the Initial Deposit and any security interest thereunder (whether iv) all other assets included or to be included in real or personal property REMIC I for the benefit of REMIC II and whether tangible or intangible) in favor of the SellerREMIC III, and all Reserve Accounts, Lock-Box Accounts, the Goldman Group Guaranty, the Reinvestment Enhancement Instrument, the Co-Lender Agreement and all other assets included or to be included in the Trust Fund REMIC III for the benefit of the CertificateholdersREMIC IV. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date, and, with respect . The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amountsconstitute a sale. In connection with such transfer and assignmentthe initial sale of the Certificates by the Depositor, the Seller shall make purchase price to be paid includes a cash deposit portion attributable to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly interest accruing on the Master Servicer Remittance Date immediately following receipt. The Certificates from and after the Cut-Off Date. (b) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor pursuant to the applicable Originator. In connection with such transfer Mortgage Loan Purchase Agreement to deliver to and assignmentdeposit with, or cause to be delivered to and deposited with, the Seller shallTrustee or a Custodian appointed thereby, on or prior to before the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to Mortgage Note for each Mortgage Loan so assigned assigned, endorsed to the Trustee as specified in clause (other than i) of the Americold Pool Loandefinition of "Mortgage File." Each Seller is required, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related applicable Mortgage Loan Purchase Agreement, to Series 1998-XX XX): (i) deliver to the original Trustee the remaining documents constituting the Mortgage File for each Mortgage Loan within the time period set forth therein. None of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse"the Fiscal Agent, "Pay to the order of LaSalle National BankPaying Agent, as any Custodian, without recourse", "Pay the Master Servicer or the Special Servicer shall be liable for any failure by any Seller or the Depositor to comply with the order document delivery requirements of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by Purchase Agreements and this Section 2.1(b). (c) The applicable Seller shall, at the expense of the applicable Seller of the related OriginatorMortgage Loan, show a complete chain of endorsement from as to each Mortgage Loan, promptly (and in any event within 45 days following the related Originator to the Trustee; (iireceipt thereof) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified cause to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation recording or filing, as the case may be, in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bankappropriate public office for real property records or UCC financing statements, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificatesappropriate, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the each assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix) of the security interest in definition of "Mortgage File". Each such assignment shall reflect that it should be returned by the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument public recording office to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage following recording or Loan Agreement, a copy thereoffiling; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event provided that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Assignment of Mortgage, Assignment of Mortgage or Reassignment assignment of Assignment of LeasesLeases or assignment of UCC financing statements, Rents the Master Servicer shall obtain therefrom at the expense of the related Seller a certified copy of the recorded original. The Master Servicer shall forward copies thereof to the Trustee and Profitsthe Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, if as the case may be, because of a defect therein, the Master Servicer shall direct each Seller pursuant to the applicable Mortgage Loan Purchase Agreement promptly to prepare or cause to be prepared a substitute therefor or cure such defect, as the case may be, and thereafter the Master Servicer shall upon receipt thereof cause the same to be duly recorded or filed, as appropriate. (d) All relevant servicing documents and records in the possession of the Depositor or the Sellers that relate to the Mortgage Loans and that are not required to be a part of a Mortgage File in accordance with the definition thereof shall be delivered (subject to the requirements of the Primary Servicing Agreements) to the Master Servicer on or before the Closing Date and shall be held by the Master Servicer on behalf of the Trustee in trust for the benefit of the Certificateholders. The Depositor shall deliver or cause the related Seller to deliver to the Special Servicer a copy of each Mortgage File to the extent that (i) such copy has not previously been delivered to the Special Servicer and (ii) the Special Servicer requests (in writing) such copy within 180 days following the Closing Date. The Depositor shall deliver or cause the related Seller to deliver such copy within a reasonable period following such request by the Special Servicer. (e) In connection with the Depositor's assignment pursuant to Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before the Closing Date (i) a copy of a fully executed counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect on the Closing Date, which Mortgage Loan Purchase Agreements shall contain the representations and warranties made by the Sellers with respect to each related Mortgage Loan as of the Closing Date, and (ii) a copy of a fully executed counterpart of each Purchase Agreement, as in full force and effect on the applicable Closing Date. (f) In connection herewith, the Depositor has acquired the Principal Loans from Principal, the JHREF Loans from JHREF, the MSMC Loans from MSMC and the Xxxxx Fargo Loans from Xxxxx Fargo. The Depositor will have delivered the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Principal Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will have delivered the original Mortgage Notes (or lost note affidavits with a copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the JHREF Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will have delivered the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the MSMC Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. The Depositor will have delivered the original Mortgage Notes (or lost note affidavits with copies of the related Mortgage Notes, as described in the definition of Mortgage File) relating to the Xxxxx Fargo Loans to the Trustee, endorsed as otherwise provided herein, to effect the transfer to the Trustee of such Mortgage Notes and all related deeds of trust, mortgages and other loan documents. To avoid the unnecessary expense and administrative inconvenience associated with the execution and recording of multiple assignment documents, Principal, JHREF, Xxxxx Fargo and MSMC, as applicable, after any has been recordedare required under the Mortgage Loan Purchase Agreements to deliver Assignments of Mortgages and assignments of Assignments of Leases and assignments of UCC financing statements naming the Trustee, on behalf of the Certificateholders, as assignee. Notwithstanding the fact that the assignments shall name the Trustee, on behalf of the Certificateholders, as the assignee, the obligations hereunder of parties hereto acknowledge and agree that for all purposes the Seller Principal Loans shall be deemed to have been satisfied upon delivery transferred from Principal to the Custodian of a copy of such MortgageDepositor, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office JHREF Loans shall be deemed to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has have been delivered transferred from JHREF to the Custodian in lieu of an original title insurance policyDepositor, the Seller will promptly deliver Xxxxx Fargo Loans shall be deemed to have been transferred from Xxxxx Fargo to the Custodian Depositor and the related original title insurance policy upon receipt thereof. The Seller MSMC Loans shall promptly cause the UCC-1's referred be deemed to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver have been transferred from MSMC to the Custodian the related UCC-1Depositor, with evidence of filing thereon. Copies of such recorded or filed documents and all Mortgage Loans shall be delivered deemed to have been transferred from the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Mortgage Loan, the Seller cannot deliver in complete and recordable form any one of the assignments in favor of the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement Depositor to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed . (g) The Primary Servicer, with respect to override each Mortgage Loan as to which it has servicing responsibility, shall, as to each Mortgage Loan that is secured by the provisions interest of the Co-Lender related Mortgagor under a ground lease, at its own expense, promptly (and in any event within the later of (x) 45 days of the Closing Date and (y) delivery to such Primary Servicer of a copy of the ground lease by the related Seller) notify the related ground lessor of the transfer of such Mortgage Loan to the Trust pursuant to this Agreement or and inform such ground lessor that any notices of default under the Series 1998-XX XX Pooling Agreementrelated ground lease should thereafter be forwarded to the Primary Servicer.

Conveyance of Mortgage Loans. The SellerEffective as of the Closing Date, concurrently with the execution and delivery hereof, Depositor does hereby, sell, transfer, assign, set over and otherwise convey hereby assign in trust to the Trustee Trustee, without recourse (except to recourse, for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller in Depositor, in, to and to under (i) the Mortgage Loans identified on the Mortgage Loan Schedule including the related Mortgage Notes, Mortgages, security agreements and title, hazard and other insurance policies, including all Qualifying Substitute Mortgage Loans, including all rights to payment in distributions with respect thereofthereto payable after the Cut-Off Date, except as set forth belowthe Mortgage File and all rights, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor if any, of the SellerDepositor in the Distribution Account, and all Reserve Accounts, Lock-Box REO Accounts, the Goldman Group GuarantyCertificate Account, the Reinvestment Enhancement InstrumentReserve Account and the Interest Reserve Account, (ii) the Depositor's rights under each Mortgage Loan Purchase Agreement that are permitted to be assigned to the Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any Non-Serviced Mortgage Loan (v) with respect to the Class A-4FL Certificates, the Co-Lender Agreement Swap Contract, the Class A-4FL Regular Interest and funds or assets from time to time on deposit in the Floating Rate Account, and (vi) all other assets included or to be included in REMIC I, the Trust Fund for Class DP REMIC, the benefit of Class ST REMIC or the CertificateholdersExcess Interest Grantor Trust. Such transfer and assignment includes all interest and principal due received or receivable on or with respect to the Mortgage Loans other than interest and principal due on or prior to after the Cut-Off Date. The transfer of the Mortgage Loans and the related rights and property accomplished hereby is absolute and is intended by the parties to constitute a sale. In connection with the initial sale of the Certificates by the Depositor, the purchase price to be paid includes a portion attributable to interest accruing on the Certificates from and after the Cut-Off Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the Trustee and the right to service such Mortgage Loans are subject to the terms and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement, and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such Mortgage Loans remain subject to the terms of the related Non-Serviced Mortgage Loan Intercreditor Agreement and, with respect to the GSMC Retained Interest Loans, the applicable GSMC Retained Interest Amounts. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, deliver to, and deposit with, the Custodian (on behalf of the Trustee), with copies to the Master Servicer and Special Servicer, the following documents or instruments with respect to each Serviced Pari Passu Mortgage Loan so assigned (other than the Americold Pool Loan, with respect to items (ii), (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XX): (i) the original of the Note, endorsed without recourse to the order of the Trustee in one of the following forms: "Pay to the order of LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note and all endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show a complete chain of endorsement from the related Originator to the Trustee; (ii) the original recorded Mortgage or counterpart thereof showing the related Originator as mortgagee or, if any such original Mortgage has not been returned from the applicable public recording office, a copy thereof certified to be a true and complete copy of the original thereof submitted for recording; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vi) the original of the Loan Agreement or counterpart thereof relating to such Mortgage Loan, if any; (vii) the original lender's title insurance policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground lease, if any, as amended, for the Mortgaged Properties, if any; (xii) if the related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts and Lock-Box Accounts, if any, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than (x) thirty Business Days following the Closing Date in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below), the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iii) which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in Section 2.01(viii) (if not otherwise included in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. In the event that any such document is lost or returned unrecorded because of a defect therein, the Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare a substitute document for signature by the Seller, and thereafter the Seller or such designee shall cause each such document to be duly recorded. The Trustee shall, promptly upon receipt of the original recorded copy (and in no event later than five Business Days following such receipt) deliver such original to the Custodian. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations hereunder of the Seller shall be deemed to have been satisfied upon delivery to the Custodian of a copy of such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, certified by the public recording office to be a true and complete copy of the recorded original thereof. If a pro forma title insurance policy has been delivered to the Custodian in lieu of an original title insurance policy, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if not already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Master Servicer by the Seller or the Trustee, as applicable. Notwithstanding anything to the contrary contained in this Section 2.01, if, on the Closing Date as to any Serviced Companion Mortgage Loan, the Seller cannot deliver in complete related Loan Pair Intercreditor Agreement. The transfer and recordable form any one assignment of the assignments in favor of 633 17th Street B Note to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan right to service such 000 00xx Xxxxxx B Note is a pari passu loan, and each is entitled subject to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms and conditions of the Cothx XXXX 0000-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of the Master Servicer for both the Americold Pool Loan X0 Xxoling and the Other Americold Pool Loan and the special servicer for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms of the Co-Lender Servicing Agreement and the Series 1998-XX XX Pooling related Intercreditor Agreement. Pursuant , and the Trustee, by the execution and delivery of this Agreement, hereby agrees that such 633 17th Street B Note remains subject to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein shall be deemed to override the provisions of the Co-Lender Agreement or the Series 1998-XX XX Pooling Agreementrelated Xxxxxxxxxxxxx Xxxeement.

Conveyance of Mortgage Loans. The SellerDepositor, concurrently with the execution and delivery hereof, does hereby, sell, hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to for the extent herein provided) benefit of the Certificateholders all the right, title and interest of the Seller Depositor, including any security interest therein for the benefit of the Depositor, in and to the Mortgage LoansLoans identified on the Mortgage Loan Schedule, including all the rights to payment in respect thereof, except as set forth below, and any security interest thereunder (whether in real or personal property and whether tangible or intangible) in favor of the Seller, and all Reserve Accounts, Lock-Box Accounts, Depositor under the Goldman Group Guaranty, Mortgage Loan Purchase Agreement (other than the Reinvestment Enhancement Instrument, the Co-Lender Agreement Depositor's rights under Section 17 thereof) and all other assets included or to be included in the Trust Fund for the benefit of the CertificateholdersREMIC 1. Such transfer and assignment includes all interest and principal due scheduled payments on or with respect to the Mortgage Loans due after the Cut-off Date and all unscheduled collections in respect of the Mortgage Loans received after March 1, 2003 (other than interest and principal the portion of such collections due on or prior to the Cut-Off off Date, and, with respect ). The Depositor herewith delivers to the GSMC Retained Interest LoansTrustee an executed copy of the Mortgage Loan Purchase Agreement and the PMI Policy. If the assignment and transfer of the Mortgage Loans and the other property specified in Section 2.01 from the Depositor to the Trustee pursuant to this Agreement is held or deemed not to be a sale or is held or deemed to be a pledge of security for a loan, the Depositor intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in such event, (i) the Depositor shall be deemed to have granted and does hereby grant to the Trustee as of the Closing Date a perfected, first priority security interest in the entire right, title and interest of the Depositor in and to the Mortgage Loans and all other property conveyed to the Trust Fund pursuant to this Section 2.01 and all proceeds thereof and (ii) this Agreement shall constitute a security agreement under applicable GSMC Retained Interest Amountslaw. In connection with such transfer and assignment, the Seller shall make a cash deposit to the Collection Account in an amount equal to the Cash Deposit. The Master Servicer shall remit any GSMC Retained Interest Amounts to GSMC in immediately available funds to an account designated in writing by GSMC promptly on the Master Servicer Remittance Date immediately following receipt. The Seller shall cause the Reserve Accounts and Lock-Box Accounts to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the applicable Originator. In connection with such transfer and assignment, the Seller shall, on or prior to the Closing Date, Depositor does hereby deliver to, and deposit with, the Custodian Trustee as custodian (on behalf of the Trustee)in which capacity it will, with copies to the Master Servicer and Special Servicerunless otherwise specified, be acting under this Article II) the following documents or instruments with respect to each Mortgage Loan so transferred and assigned (other than the Americold Pool Loan, with respect to items (ii)each Mortgage Loan, (iii), (v) and (viii) below, which have previously been delivered pursuant to the pooling agreement related to Series 1998-XX XXa "Mortgage File"): (ia) the original of the Mortgage Note, endorsed without recourse to the order of the Trustee in one of blank or in the following formsform: "Pay to the order of LaSalle Deutsche Bank National BankTrust Company, as Trustee for under the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1applicable agreement, without recourse", "Pay to the order of LaSalle National Bank, as Trustee, without recourse", "Pay to the order of LaSalle National Bank, as Custodian, without recourse", "Pay to the order of LaSalle National Bank, as Custodial Agent without recourse", which Note ," with all prior and all intervening endorsements thereon shall, unless the Mortgage Loan was originated by the related Originator, show showing a complete chain of endorsement from the related Originator originator to the TrusteePerson so endorsing to the Trustee or (in the case of not more than 1.00% of the Mortgage Loans, by aggregate principal balance as of the Cut-off Date) a copy of such original Mortgage Note with an accompanying Lost Note Affidavit executed by the Seller; (iib) the original Mortgage with evidence of recording thereon, and a copy, certified by the appropriate recording office, of the recorded power of attorney, if the Mortgage was executed pursuant to a power of attorney, with evidence of recording thereon; (c) an original Assignment in blank; (d) the original recorded Mortgage Assignment or counterpart thereof Assignments showing the related Originator as mortgagee or, if any such original Mortgage has not been returned a complete chain of assignment from the applicable public recording office, a copy thereof certified originator to be a true and complete copy of the original thereof submitted for recordingPerson assigning the Mortgage to the Trustee or in blank; (iii) an executed Assignment of Mortgage in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located to either "LaSalle National Bank, as Trustee for the GS Mortgage Securities Corporation II Commercial Mortgage Pass-Through Certificates, Series 1998-C1, without recourse", "LaSalle National Bank, as Trustee, without recourse", "LaSalle National Bank, as Custodian, without recourse" or "LaSalle National Bank, as Custodial Agent, without recourse"; (iv) if the related security agreement is separate from the Mortgage, the original executed version or counterpart thereof of such security agreement and the assignment thereof to the Trustee; (v) a copy of the UCC-1 financing statement, together with an original executed UCC-2 or UCC-3 financing statement, in a form suitable for filing, disclosing the assignment to the Trustee of the security interest in the personal property (if any) constituting security for repayment of the Mortgage Loan; (vie) the original or copies of the Loan Agreement each assumption, modification, written assurance or counterpart thereof relating to such Mortgage Loansubstitution agreement, if any;; and (viif) the original lender's title insurance policy, together with all endorsements or riders issued with or subsequent to the issuance of such policy (or the original pro forma title insurance policy), together with any endorsements thereto; (viii) if any related Assignment of Leases, Rents and Profits is separate from the Mortgage, the original executed version, together with an executed reassignment of such instrument to the Trustee (a "Reassignment of Assignment of Leases, Rents and Profits") in suitable form for recordation in the jurisdiction in which the Mortgaged Property is located (which reassignment, however, may be included in the Assignment of Mortgage and need not be a separate instrument); (ix) copies of the original Environmental Reports of the Mortgaged Properties made in connection with origination of the Mortgage Loan, if any, and copies of the original environmental indemnities, if any; (x) copies of the original Management Agreements, if any, for the Mortgaged Properties, collateral assignments thereof and any consents of manager; (xi) a copy of the related ground leaseabove, if anyin the case of the Washington Mutual Mortgage Loans), insuring the priority of the Mortgage as amended, for a first lien or second lien on the Mortgaged PropertiesProperty represented therein as a fee interest vested in the Mortgagor, if any; (xii) if or in the related assignment of contracts event such title policy is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof to the Trustee; (xiii) if any related Lock-Box Agreement is separate from the Mortgage or Loan Agreementunavailable, a copy thereof; with respect to written commitment or uniform binder or preliminary report of title issued by the Reserve Accounts and Lock-Box Accountstitle insurance or escrow company. The Master Servicer, if anyin its capacity as Seller, a copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related Originator's security interest in the Reserve Accounts and Lock-Box Accounts and all funds contained therein shall promptly (and UCC-2 or UCC-3 financing statements assigning such security interest to the Trustee on behalf of the Certificateholders); (xiv) any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing; (xv) [Reserved]; (xvi) any letters of credit and other written agreements related to the Mortgage Loan; and (xvii) with respect to the Americold Pool Loan, the Co-Lender Agreement. On or promptly following the Closing Date (but in no event later than thirty (x30) thirty Business Days Days, subject to extension upon a mutual agreement between the Master Servicer and the Trustee), following the later of the Closing Date and the date of receipt by the Master Servicer of the recording information for a Mortgage submit or cause to be submitted for recording, at no expense to the Trust Fund, the Trustee or the Depositor, in the case of clause (1)(a) below and (y) 60 days following the Closing Date in the case of clauses 1(b) and 2 below)appropriate public office for real property records, the Seller (or its designee) shall, at its expense, (1) record (a) each Assignment of Mortgage referred to in Section 2.01(iiiSections 2.01(c) which has not yet been submitted for recording and (bd) above and shall execute each Reassignment of original Assignment of Leases, Rents and Profits referred to in Section 2.01(viiiclause (c) (if not otherwise included above in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) file each UCC-2 or UCC-3 financing statement referred to in Section 2.01(v) or (xiii) which has not yet been submitted for filing. following form: "Deutsche Bank National Trust Company, as Trustee under applicable agreement, without recourse." In the event that any such document Assignment is lost or returned unrecorded because of a defect therein, the Master Servicer, in its capacity as Seller, or its designee, at the Seller's expense shall use its best efforts to promptly prepare or cause to be prepared a substitute document for signature by Assignment or cure or cause to be cured such defect, as the Sellercase may be, and thereafter the Seller or such designee shall cause each such document Assignment to be duly recorded. The Trustee shallNotwithstanding the foregoing, promptly the Assignments shall not be required to be completed and submitted for recording with respect to any Mortgage Loan if each Rating Agency does not require recordation in order for such Rating Agency to assign the initial ratings to the Class A Certificates, the Class S Certificates, the Mezzanine Certificates and the Other NIM Notes and the initial shadow rating to the Insured NIM Notes, without giving effect to any insurance policy issued by the NIMS Insurer; provided, however, each Assignment shall be submitted for recording by the Master Servicer, in its capacity as Seller, in the manner described above, at no expense to the Trust Fund or the Trustee, upon receipt the earliest to occur of: (i) reasonable direction by Holders of Certificates entitled to at least 25% of the original recorded copy Voting Rights, (and in no event later than five Business Days following such receiptii) deliver such original the occurrence of a Master Servicer Event of Default, (iii) the occurrence of a bankruptcy, insolvency or foreclosure relating to the CustodianSeller, (iv) the occurrence of a servicing transfer as described in Section 7.02 hereof and (v) if the Seller is not the Master Servicer and with respect to any one Assignment, the occurrence of a bankruptcy, insolvency or foreclosure relating to the Mortgagor under the related Mortgage. Notwithstanding anything the foregoing, if the Master Servicer is unable to pay the cost of recording the Assignments, such expense shall be paid by the Trustee and shall be reimbursable to the contrary contained Trustee as an Extraordinary Trust Fund Expense. If any of the documents referred to in this Section 2.01Sections 2.01(b), in those instances where (c), (d) or (e) above (collectively, the "Recording Documents") has as of the Closing Date been submitted for recording but either (x) has not been returned from the applicable public recording office retains or (y) has been lost or such public recording office has retained the original Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recordedsuch document, the obligations hereunder of the Seller Master Servicer, in its capacity as the Seller, to deliver such Recording Documents shall be deemed to have been be satisfied upon (1) delivery to the Trustee or the applicable Custodian of a copy of each such Mortgage, Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, if applicable, Recording Document certified by the Seller in the case of (x) above or the applicable public recording office in the case of (y) above to be a true and complete copy of the original that was submitted for recording and (2) if such copy is certified by the Seller, delivery to the Trustee or the applicable Custodian promptly upon receipt thereof, and in any event no later than one year after the Closing Date, of either the original or a copy of such Recording Document certified by the applicable public recording office to be a true and complete copy of the recorded original thereoforiginal. If In instances where, due to a pro forma title insurance policy has delay on the part of the recording office where any such Recording Documents have been delivered to the Custodian in lieu of an original title insurance policyfor recordation, the Seller will promptly deliver to the Custodian the related original title insurance policy upon receipt thereof. The Seller shall promptly cause the UCC-1's referred to in Section 2.01(v), if Recording Documents cannot already filed, to be filed in the applicable public recording office and upon filing will promptly deliver to the Custodian the related UCC-1, with evidence of filing thereon. Copies of such recorded or filed documents shall be delivered to the Trustee or the applicable Custodian within one year after the Closing Date, the Master Servicer Servicer, in its capacity as the Seller, shall deliver to the Trustee or the applicable Custodian within such time period an Officer's Certificate stating the date by which the Master Servicer, in its capacity as the Seller, expects to receive such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the Trusteeapplicable Custodian by the date specified in its previous Officer's Certificate delivered to the Trustee or the applicable Custodian, as applicable. Notwithstanding anything the case may be, the Master Servicer, in its capacity as the Seller, shall deliver to the contrary contained Trustee or the applicable Custodian by such date an additional Officer's Certificate stating a revised date by which the Master Servicer, in this its capacity as the Seller, expects to receive the applicable Recording Documents. This procedure shall be repeated until the Recording Documents have been received by the Master Servicer, in its capacity as the Seller, and delivered to the Trustee or the applicable Custodian. If the original lender's title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans) was not delivered pursuant to Section 2.012.01(f) above, ifthe Master Servicer, on in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly after receipt thereof, and in any event within 120 days after the Closing Date Date, the original lender's title insurance policy (or a copy thereof, in the case of the Washington Mutual Mortgage Loans). The Master Servicer, in its capacity as the Seller, shall deliver or cause to be delivered to the Trustee or the applicable Custodian promptly upon receipt thereof any other original documents constituting a part of a Mortgage File received with respect to any Mortgage Loan, including, but not limited to, any original documents evidencing an assumption or modification of any Mortgage Loan. All original documents relating to the Seller canMortgage Loans that are not deliver in complete and recordable form any one of the assignments in favor of delivered to the Trustee referred to in clauses (iii), (v), (viii) or (xiii) of the definition of "Mortgage File" solely because of the unavailability of recording information as to any existing document applicable Custodian are and shall be held by or instrument, the Seller may provisionally satisfy the delivery requirements of this Section 2.01(b) by delivering with respect to such Mortgage Loan on the Closing Date an omnibus assignment of such Mortgage Loan substantially in the form of Exhibit P; provided that all required original assignments with respect to such Mortgage Loan, in fully complete and recordable form, are delivered by the Seller for recording within 180 days of the Closing Date (or within such longer period as the Trustee in its discretion may permit). The Americold Pool Loan is secured by Mortgaged Properties which also serve as security for another loan made by GSMC (the "Other Americold Pool Loan"). The Other Americold Pool Loan is included in a trust fund created in connection with the issuance behalf of the Seller's Commercial Mortgage Pass-Through Certificates, Series 1998-XX XX ("Series 1998-XX XX"). Each of the Americold Pool Loan and the Other Americold Pool Loan is a pari passu loan, and each is entitled to payments made by the related Borrower and other amounts received in respect of the related Mortgaged Properties pro rata on the basis of amounts owing under each such loan. Under the terms of the Co-Lender Agreement, the servicer of the Series 1998-XX XX will perform the functions of Depositor or the Master Servicer for both Servicer, as the Americold Pool Loan and the Other Americold Pool Loan and the special servicer case may be, in trust for the Series 1998-XX XX will, to the extent necessary, specially service both the Americold Pool Loan and the Other Americold Pool Loan, in each case under the terms benefit of the Co-Lender Agreement and the Series 1998-XX XX Pooling Agreement. Pursuant to the terms of the GSMC Loan Sale Agreement, GSMC has assigned its rights and obligations under the Co-Lender Agreement to the Seller. The Seller hereby assigns its rights and obligations under the Co-Lender Agreement to the Trustee on behalf of the Certificateholders. Nothing herein In the event that any such original document is required pursuant to the terms of this Section to be a part of a Mortgage File, such document shall be deemed delivered promptly to override the provisions of the Co-Lender Agreement Trustee or the Series 1998-XX XX Pooling Agreementapplicable Custodian. Any such original document delivered to or held by the Depositor that is not required pursuant to the terms of this Section to be a part of a Mortgage File, shall be delivered promptly to the Master Servicer.