Common use of Assignment and Assumption Clause in Contracts

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.6 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer Responsible Party hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (c) The Servicer Responsible Party and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in and to the Specified Mortgage Loans and all rights related thereto as provided under the Servicing Agreement, Agreement to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after under the date hereofAgreement), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges accepts such assignment and assumption from the Assignor and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Agreement, to the extent of the Specified Mortgage Loans, from and after the date hereof, to and each of the extent relating to Seller and the Mortgage LoansServicer hereby acknowledges such assignment, assumption and release. (b) The On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's Assignee’s ownership interest interests in the Specified Mortgage Loans since the date of the applicable Servicing AgreementAssignor’s acquisition of the Specified Mortgage Loans. (c) The Assignor, Seller and Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.6 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, hereof all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and ; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby xxxxxx agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.6 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, hereof all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and ; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, hereof all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and ; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Sale and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer PHH Parties and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.06 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership GreenPoint Step 1 AAR interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the Purchase Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Purchase Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer and the Seller hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Servicing Agreement and the Purchase Agreement, respectively, from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement and the Seller and the Assignor shall have the right to amend, modify or terminate the Purchase Agreement, in each case, without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing GSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer Responsible Party hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (c) The Servicer Responsible Party and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing GSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (c) The Servicer Ameriquest and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and Loans, the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer Ameriquest hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (ba) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (cb) The Servicer Ameriquest and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, Agreements and all of its rights under Section S of the Trade Confirmation to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementAgreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans, from and after the date hereof, and ; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementUnderlying Assignment Agreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in and to the Specified Mortgage Loans and all rights related thereto as provided under the Servicing Agreement, Agreements to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after under the date hereofAgreements), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges accepts such assignment and assumption from the Assignor and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Agreements, to the extent of the Specified Mortgage Loans, from and after the date hereof, to and each of the extent relating to Seller and the Mortgage LoansServicer hereby acknowledges such assignment, assumption and release. (b) The On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's Assignee’s ownership interest interests in the Specified Mortgage Loans since the date of the applicable Servicing AgreementAssignor’s acquisition of the Specified Mortgage Loans. (c) The Servicer Assignor, the Seller and the Assignor Servicer shall have the right to amend, modify or terminate the Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Servicer and the Assignee hereby agree that the Servicer shall service all of the Mortgage Loans under the December 2005 Sale and Servicing Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Warranties and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Warranties and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Warranties and Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Warranties and Servicing AgreementAgreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Warranties and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.. IndyMac Step 1 AAR (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJanuary 27, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofJanuary 27, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing GSMC Assignment Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Warranties and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Warranties and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Warranties and Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Warranties and Servicing AgreementAgreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Warranties and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale and Servicing Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJanuary 27, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereofJanuary 27, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer PHH Parties and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the . The Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofFebruary 24, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofFebruary 24, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The a. With respect to the Mortgage Loans, the Assignor hereby grants, transfers and assigns to the Assignee, as Assignee all of the date hereof, all of its right, title and interest in of the Assignor, as Owner, in, to and to the Mortgage Loans and under the Servicing Agreement, to the extent relating to the Mortgage Loans Agreement (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from ), the Mortgage Loans delivered thereunder by the Company to the Assignor and after that certain Custodial Agreement dated as of August 1, 2003, as amended by Amendment No. 1 thereto dated as of October 25, 2003 (as amended, the date hereof“Custodial Agreement”), each between the Assignor and the Assignee hereby assumes all of the Assignor's obligations under the Servicing AgreementWFB Custodian (as successor in interest to Xxxxx Fargo Bank Minnesota, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage LoansN.A.). (b) b. The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) c. The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofFebruary 24, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofFebruary 24, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMarch 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofMarch 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMay 26, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofMay 26, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest interest, as Purchaser, in and to the Mortgage Loans and the Servicing AgreementSale Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and as Owner under the Servicing Agreements, but only to the extent of the Mortgage Loans. The Assignee hereby assumes all of the Assignor's ’s obligations under the Sale Agreements and the Servicing AgreementAgreements, but only to the extent relating to the Mortgage Loans, from and after the date hereofFebruary 24, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreements and the Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementSale Agreements. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreements and the Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereofJanuary 30, and 2006; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofJanuary 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJuly 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofJuly 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereofJanuary 31, and 2007; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofJanuary 31, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMay 30, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofMay 30, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and Loans, the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (c) The Servicer Ameriquest and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, Agreements and all of its rights under Section S of the Trade Confirmation to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementAgreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans, from and after the date hereofFebruary 28, and 2007; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofFebruary 28, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementUnderlying Assignment Agreements. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Subject to the terms and conditions of the Asset Purchase Agreement, each Assignor hereby assigns sells, assigns, transfers, conveys and delivers to the Assignee, Assignee as of the date hereofClosing, all of its such Assignor's right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights under all of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, Dana-Farber Agreements and the Assignee hereby assumes all Liabilitixx xxxxxxx after the Closing under each of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderDana-Farber Agreements; provided, however, that the Assignee shall nxx xxxxxx xny of the Liabilities arising under the Dana-Farber Agreements prior to the Closing, except as otherwise set xxxxx xx xhe Asset Purchase Agreement. (b) Notwithstanding the Assignors' assignment of the Dana-Farber Agreements to the Assignee hereunder, pursuant to Sectiox 0.0 xx xxe Asset Purchase Agreement, the Assignors shall retain their rights under the Dana-Farber Agreements to obtain indemnification from all other partxxx xx xxx Dana-Farber Agreements with respect to events occurring prior to the Xxxxxxxxx Time; provided, that prior to the Assignors pursuing any such amendmentindemnification, modification or termination the Assignors shall first provide notice and a summary of the claim to the Assignee, and shall afford the Assignee a reasonable opportunity to discuss such claim with the Assignors. The Assignors and the Assignee shall keep confidential and shall not affect or be binding on disclose any discussions between them under the Assigneeforegoing sentence unless required to pursue claims as provided herein.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereofJune 29, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Rights Agreement from and after the date hereofJune 29, 2006, to the extent relating to the Mortgage LoansLoans and Countrywide hereby acknowledges such assignment and assumption. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Servicing Rights Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Servicing Agreement and the Servicing Rights Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunderhereunder to the extent permitted by the Servicing Agreement or the Servicing Rights Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and Loans, the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer Ameriquest hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Sale Agreement. (c) The Servicer Ameriquest and the Assignor shall have the right to amend, modify or terminate the Servicing Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofApril 30, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofApril 30, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor Depositor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (Sale and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Depositor’s obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof________, and 200_; the Servicer hereby acknowledges such assignment and assumption and hereby xxxxxx agrees to the release of the Assignor Depositor from any obligations under the Sale and Servicing Agreement from and after the date hereof_____, 200_, to the extent relating to the Mortgage Loans. (b) The Assignor Depositor represents and warrants to the Assignee that the Assignor Depositor has not taken any action which would serve to impair or encumber the Assignor's Depositor’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer and the Assignor Depositor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, Agreements and all of its rights under Section S of the Trade Confirmation to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementAgreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans, from and after the date hereof, and ; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Underlying Assignment Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereofMay 24, and 2007; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofMay 24, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofFebruary 23, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofFebruary 23, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofNovember 24, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofNovember 24, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing AgreementFlow SWSA, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementFlow SWSA, to the extent relating to the Mortgage Loans, from and after the date hereofApril 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Flow SWSA from and after the date hereofApril 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementFlow SWSA. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement Flow SWSA without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing AgreementAssigned Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing AgreementAssigned Agreements, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Assigned Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreementrelated Term Sheet. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , 12-1 provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest of Assignor, as Purchaser, in and to the Mortgage Loans and the Servicing AgreementSale Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after as Owner under the date hereofServicing Agreements, and but only to the extent relating to the Mortgage Loans. The Assignee hereby assumes all of the Assignor's ’s obligations under the Sale Agreements and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, from and after the date hereofFebruary 1, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementSale Agreements. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreements and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Sale and the Servicing AgreementAgreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereofLoans, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Sale and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJanuary 30, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement Agreements from and after the date hereofJanuary 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans serviced under such Sale and Servicing Agreements but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Servicer and the Assignee hereby agree that the Servicer shall service all of the Mortgage Loans under the December 2005 Sale and Servicing Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.. GreePoint Step 1 AAR (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofAugust 25, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofAugust 25, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Conduit Mortgage Loans Loans, the GSMC Assignment Agreement and the Servicing AgreementAgreements, to the extent relating to the Conduit Mortgage Loans (other than the servicing rights and the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from thereunder and after any rights with respect to early payment defaults or first payment defaults in the date hereofPPTL Agreements, which rights are being retained by GSMC), and the Assignee hereby assumes all of the Assignor's ’s rights and obligations under the Servicing AgreementGSMC Assignment Agreement and the Agreements, to the extent relating to the Conduit Mortgage Loans, from and after the date hereofDecember 1, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans2007. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's ’s ownership interest in the Conduit Mortgage Loans since the date of the applicable Servicing Agreementrelated MLPA. (c) The Servicer Assignor and the Assignor Servicer shall have the right to amend, modify or terminate the Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as On and of the date hereof, the Assignor hereby sells, assigns and transfers to the Assignee all of its right, title and interest in and to the Specified Mortgage Loans and all rights related thereto as provided under the Servicing Agreement, Agreement to the extent relating to the Specified Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after under the date hereofAgreement), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges accepts such assignment and assumption from the Assignor and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Agreement, to the extent of the Specified Mortgage Loans, from and after the date hereof, to and each of the extent relating to Seller and the Mortgage LoansServicer hereby acknowledges such assignment, assumption and release. (b) The On and as of the date hereof, the Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the AssignorAssignee's ownership interest interests in the Specified Mortgage Loans since the date of the applicable Servicing AgreementAssignor's acquisition of the Specified Mortgage Loans. (c) The Assignor, Seller and Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the GSMC Assignment Agreement and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofApril 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofApril 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor Depositor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (Sale and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Depositor’s obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof________, and 200_; the Servicer hereby acknowledges such assignment and assumption and hereby xxxxxx agrees to the release of the Assignor Depositor from any obligations under the Sale and Servicing Agreement from and after the date hereof_____, 200_, to the extent relating to the Mortgage Loans. (b) The Assignor Depositor represents and warrants to the Assignee that the Assignor Depositor has not taken any action which would serve to impair or encumber the Assignor's Depositor’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer and the Assignor Depositor, with the consent of the Guarantor, shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Sale and the Servicing AgreementAgreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereofLoans, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Sale and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, Loans from and after the date hereofApril 28, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement Agreements from and after the date hereofApril 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans serviced under such Sale and Servicing Agreements but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee. (d) The Servicer and the Assignee hereby agree that the Servicer shall service all of the Mortgage Loans under the December 2005 Sale and Servicing Agreement.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofSeptember 28, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofSeptember 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer First Horizon Parties hereby acknowledges acknowledge such assignment and assumption and hereby agrees agree to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.. First Horizon Step 1 AAR (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer First Horizon Parties and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect ust or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor Depositor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (Sale and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Depositor’s obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof________, and 200_; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor Depositor from any obligations under the Sale and Servicing Agreement from and after the date hereof_____, 200_, to the extent relating to the Mortgage Loans. (b) The Assignor Depositor represents and warrants to the Assignee that the Assignor Depositor has not taken any action which would serve to impair or encumber the Assignor's Depositor’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer and the Assignor Depositor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereofApril 28, and 2006; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofApril 28, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJanuary 30, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofJanuary 30, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans Loans, the Flow SWSA and the Servicing AgreementTrade Confirmations, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from thereunder and after under any early payment default provisions of the date hereofTrade Confirmations, which rights are being retained by GSMC), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementFlow SWSA and the Trade Confirmations, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Flow SWSA from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementFlow SWSA or the Trade Confirmations. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate each of the Servicing Agreement Flow SWSA and the Trade Confirmations without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing AgreementFlow SWSA, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementFlow SWSA, to the extent relating to the Mortgage Loans, from and after the date hereofJanuary 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Flow SWSA from and after the date hereofJanuary 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which that would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementFlow SWSA. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement Flow SWSA without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofDecember 29, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofDecember 29, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Sale and Servicing Agreement and Section I of the Servicing AgreementPPTL, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereofLoans, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Sale and Servicing AgreementAgreement and Section I of the PPTL, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMay 26, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereofMay 26, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve operate to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing AgreementAgreement and the PPTL. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement or the PPTL without the joinder of the Assignee with respect to mortgage loans serviced under the Sale and Servicing Agreement but not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans.. GreenPoint Step 1 AAR (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans GSMC Assignment Agreement (including without limitation the rights and obligations of GSMC under the Servicing Agreement, Agreement to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans that arise from and after the date hereofJune 29, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofJune 29, 2006, to the extent relating to the Mortgage LoansLoans and Countrywide hereby acknowledges such assignment and assumption. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Servicing Rights Agreement. (c) The Servicer and the Assignor GSMC shall have the right to amend, modify or terminate each of the Servicing Agreement and the Servicing Rights Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed on the Mortgage Loan Schedule to the Assignee hereunderhereunder to the extent permitted by the Servicing Agreement and the Servicing Rights Agreement; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Servicing Agreement and the Servicing Sale Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer Responsible Party hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer Responsible Party and the Assignor shall have the right to amend, modify or terminate the Sale Agreement and the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and Loans, the Servicing Agreement, . the Sale Agreement and the Guaranty to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans Loans, the Sale and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer PHH Parties and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) Section 1.01 The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans Receivables and the Purchase and Servicing Agreement, to the extent relating to the Mortgage Loans Receivables [(other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification [under Section [ ]] thereunder) from and after the date hereof)], and the Assignee hereby assumes all of the Assignor's obligations under the Purchase and Servicing Agreement, to the extent relating to the Mortgage Loans, Receivables from and after the date hereof, and the Servicer HNB hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Purchase and Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage LoansReceivables. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.03 of the Purchase and Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) Section 1.02 The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans Receivables since the date of the applicable Purchase and Servicing Agreement. (c) The Servicer Section 1.03 HNB and the Assignor shall have the right to amend, modify or terminate the Purchase and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans retail motor vehicle loan and installment sale contracts not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJune 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofJune 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMarch 29, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofMarch 29, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest interest, as Purchaser, in and to the Mortgage Loans and the Servicing AgreementSale Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and as Owner under the Servicing Agreements, but only to the extent of the Mortgage Loans. The Assignee hereby assumes all of the Assignor's ’s obligations under the Sale Agreements and the Servicing AgreementAgreements, but only to the extent relating to the Mortgage Loans, from and after the date hereofJanuary 30, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale Agreements and the Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementSale Agreements. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreements and the Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest of Assignor, as Purchaser, in and to the Mortgage Loans and the Servicing AgreementSale Agreements, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after as Owner under the date hereofServicing Agreements, and but only to the extent relating to the Mortgage Loans. The Assignee hereby assumes all of the Assignor's ’s obligations under the Sale Agreements and Servicing AgreementAgreements, to the extent relating to the Mortgage Loans, from and after the date hereofJanuary 1, 2006, and the Servicer Seller hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement Agreements from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing AgreementSale Agreements. (c) The Servicer Seller and the Assignor shall have the right to amend, modify or terminate the Sale Agreements and Servicing Agreement Agreements without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and Loans, the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement.. GreenPoint Step 1 AAR (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, Assignee all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. Notwithstanding the foregoing, it is understood that the Assignor is not released from liability for any breaches of the representations and warranties made in Section 3.06 of the Servicing Agreement, and the Assignee is not undertaking any such liability hereunder. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor Depositor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereofLoans, and the Assignee hereby assumes all of the AssignorDepositor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof________, and 200_; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor Depositor from any obligations under the Servicing Agreement from and after the date hereof_____, 200_, to the extent relating to the Mortgage Loans. (b) . The Assignor Depositor represents and warrants to the Assignee that the Assignor Depositor has not taken any action which would serve to impair or encumber the AssignorDepositor's ownership interest in the Mortgage Loans since the date of the applicable Servicing Agreement. (c) . The Servicer and the Assignor Depositor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Sale and Servicing Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofMarch 30, 2006, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Sale and Servicing Agreement from and after the date hereofMarch 30, 2006, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer PHH Parties and the Assignor shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereof, and the Servicer Responsible Party hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereof, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer Responsible Party and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor Depositor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, to the extent relating to the Mortgage Loans (other than the rights of the Assignor (Sale and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's obligations under the Servicing Agreement, to the extent relating to the Mortgage Loans, and the Assignee hereby assumes all of the Depositor’s obligations under the Sale and Servicing Agreement, to the extent relating to the Mortgage Loans from and after the date hereof________, and 200_; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor Depositor from any obligations under the Sale and Servicing Agreement from and after the date hereof_____, 200_, to the extent relating to the Mortgage Loans. (b) The Assignor Depositor represents and warrants to the Assignee that the Assignor Depositor has not taken any action which would serve to impair or encumber the Assignor's Depositor’s ownership interest in the Mortgage Loans since the date of the applicable Sale and Servicing Agreement. (c) The Servicer and the Assignor Depositor, with the consent of the Guarantor, shall have the right to amend, modify or terminate the Sale and Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the Servicing Agreement, Agreements and all of its rights under Section S of the Trade Confirmation to the extent relating to the Mortgage Loans (other than the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunder) from and after the date hereof), and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing AgreementAgreements and Section S of the Trade Confirmation, to the extent relating to the Mortgage Loans, from and after the date hereofFebruary 28, and 2007; the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement from and after the date hereofFebruary 28, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date of the applicable Servicing Underlying Assignment Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.

Assignment and Assumption. (a) The Assignor hereby assigns to the Assignee, as of the date hereof, all of its right, title and interest in and to the Mortgage Loans and the GSMC Assignment Agreement (including without limitation the rights of GSMC under the Servicing Agreement and the Sale Agreement, to the extent relating assigned to the Mortgage Loans (other than Assignor under the rights of the Assignor (and if applicable its affiliates, officers, directors and agents) to indemnification thereunderGSMC Assignment Agreement) from and after the date hereof, and the Assignee hereby assumes all of the Assignor's ’s obligations under the Servicing Agreement and the Sale Agreement, to the extent relating to the Mortgage Loans, Loans from and after the date hereofJune 28, 2007, and the Servicer hereby acknowledges such assignment and assumption and hereby agrees to the release of the Assignor from any obligations under the Servicing Agreement and the Sale Agreement from and after the date hereofJune 28, 2007, to the extent relating to the Mortgage Loans. (b) The Assignor represents and warrants to the Assignee that the Assignor has not taken any action which would serve to impair or encumber the Assignor's ’s ownership interest in the Mortgage Loans since the date respective dates of the applicable Servicing Agreement and the Sale Agreement. (c) The Servicer and the Assignor shall have the right to amend, modify or terminate the Servicing Agreement or the Sale Agreement without the joinder of the Assignee with respect to mortgage loans not conveyed to the Assignee hereunder; , provided, however, that such amendment, modification or termination shall not affect or be binding on the Assignee.