0001193125-06-203621 Sample Contracts

EXPENSE AND INDEMNITY AGREEMENT
Expense and Indemnity Agreement • October 5th, 2006 • Genworth Life & Annuity Insurance Co • Asset-backed securities • New York

This Expense and Indemnity Agreement (this “Agreement”) is entered into as of October 1, 2006, by and between Genworth Life and Annuity Insurance Company, a stock life insurance company operating under a charter granted by the Commonwealth of Virginia (“GLAIC”), and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), on behalf of itself and on behalf of each Trust organized in connection with the Program.

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Contract
Genworth Life & Annuity Insurance Co • October 5th, 2006 • Asset-backed securities • Illinois

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of October 1, 2006 by and among GSS Holdings II, Inc., a Delaware corporation, as Trust Beneficial Owner (the “Trust Beneficial Owner”), The Bank of New York, a New York banking corporation (the “Prior Trustee”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (the “Successor Trustee”).

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