Common use of Assumption or Termination of Sub-Servicing Agreement by Successor Servicer Clause in Contracts

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Servicer’s rights and obligations under any Sub-Servicing Agreement then in force between the Servicer and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. EXHIBIT 10 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), ________________________ (“Assignee”), ________________ (the “Servicer”) and ________________________ (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Servicer’s Seller's rights and obligations under any Sub-Servicing Agreement then in force between the Servicer Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Mortgage Loans in the amount and in the manner set forth in this Agreement. EXHIBIT 9 FORM OF TRADE CONFIRMATION EXHIBIT 10 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), ANNUAL CERTIFICATION Re: [_______________] (the "Trust"), Mortgage Pass-Through Certificates, Series [_________ (“Assignee”)], issued pursuant to the Pooling and Servicing Agreement, dated as of [_____], 200__ (the "Pooling and Servicing Agreement"), among [_____], as depositor (the "Depositor"), [______ ], as trustee (the “Servicer”) and "Trustee"), [_____], as servicer (the "Servicer"), and [___________________ (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged], and of the mutual covenants herein contained, the parties hereto hereby agree as follows:[depositor] [Master Servicer] [trustee].

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the ServicerSeller’s rights and obligations under any Sub-Servicing Agreement then in force between the Servicer Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. EXHIBIT 10 FORM OF ASSIGNMENT FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENTThis is an Assignment, dated _______Assumption and Recognition Agreement (this “AAR Agreement”) made as of _____, 200__, among HSBC Bank, National Association (“Agreement”) among Greenwich Capital Financial Products, Inc. (the “Assignor”), ________________________ (the “Assignee”), ) [not individually but solely as trustee on behalf of the holders of the ___________, Series _____ (the “Servicer”) , Asset-Backed Certificates] and ________________________ (the “Company”): For and in ). In consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants promises contained herein contained, the parties hereto hereby agree that the residential mortgage loans (the “Assigned Loans”) listed on Attachment 1 annexed hereto (the “Assigned Loan Schedule”) purchased by Assignor from Company pursuant to (a) the Master Mortgage Loan Purchase and Interim Servicing Agreement, dated as follows:of _____, 200_, between Assignor and Company (the “Purchase Agreement”), shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the ServicerSeller’s rights and obligations under any Sub-Servicing Agreement then in force between the Servicer Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. EXHIBIT 10 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), ________________________ (“Assignee”), ________________ (the “Servicer”) and ________________________ (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Interim Servicer hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Interim Servicer’s rights and obligations under any Sub-Servicing Agreement then in force between the Interim Servicer and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Interim Servicer shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. EXHIBIT 10 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Greenwich Capital Financial Products, Inc. Citigroup Global Markets Realty Corp. (“Assignor”), ________________________ (“Assignee”), ________________ (the “Servicer”) and ________________________ (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants herein contained, the parties hereto hereby agree as follows:

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Servicer’s Seller's rights and obligations under any Sub-Servicing Agreement then in force between the Servicer Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Mortgage Loans in the amount and in the manner set forth in this Agreement. FORM OF TRADE CONFIRMATION [INTENTIONALLY OMITTED] EXHIBIT 10 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement”) among Greenwich Capital Financial Products, Inc. (“Assignor”), ANNUAL CERTIFICATION Re: [_______________] (the "Trust"), Mortgage Pass-Through Certificates, Series [_________ (“Assignee”)], issued pursuant to the Pooling and Servicing Agreement, dated as of [_____], 200__ (the "Pooling and Servicing Agreement"), among [_____], as depositor (the "Depositor"), [______ ], as trustee (the “Servicer”) and "Trustee"), [_____], as servicer (the "Servicer"), and [___________________ (the “Company”): For and in consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged], and of the mutual covenants herein contained, the parties hereto hereby agree as follows:[depositor] [Master Servicer] [trustee].

Assumption or Termination of Sub-Servicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Servicer Seller hereunder by a successor servicer pursuant to Section 16 of this Agreement, it is understood and agreed that the Servicer’s Seller's rights and obligations under any Sub-Servicing Agreement then in force between the Servicer Seller and a Subservicer shall be assumed simultaneously by such successor servicer without act or deed on the part of such successor servicer; provided, however, that any successor servicer may terminate the Subservicer. The Servicer Seller shall, upon the reasonable request of the Purchaser, but at its own expense, deliver to the assuming party documents and records relating to each Sub-Servicing Agreement and an accounting of amounts collected and held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the Sub-Servicing Agreements to the assuming party. EXHIBIT 10 FORM OF ASSIGNMENT FORM OF ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENTThis is an Assignment, dated ____Assumption and Recognition Agreement (this "AAR Agreement") made as of ________, 200__, among HSBC Bank, National Association (“Agreement”) among Greenwich Capital Financial Products, Inc. (“the "Assignor”"), ________________________ (“Assignee”), ________________ (the “Servicer”) and ________________________ (the “"Assignee") [not individually but solely as trustee on behalf of the holders of the ___________, Series ____, Asset-Backed Certificates] and _______________ (the "Company”): For and in "). In consideration of the sum of TEN DOLLARS ($10.00) and other valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the mutual covenants promises contained herein contained, the parties hereto hereby agree that the residential mortgage loans (the "Assigned Loans") listed on Attachment 1 annexed hereto (the "Assigned Loan Schedule") purchased by Assignor from Company pursuant to (a) the Master Mortgage Loan Purchase and Servicing Agreement, dated as follows:of ________, 200_, between Assignor and Company (the "Purchase Agreement"), shall be subject to the terms of this AAR Agreement. Capitalized terms used herein but not defined shall have the meanings ascribed to them in the Purchase Agreement.