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. 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. 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. THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“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”) among Greenwich Capital Financial Products, Inc. (“Assignor”), . EXHIBIT 9 FORM OF TRADE CONFIRMATION EXHIBIT 10 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. 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 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. (FOR SECURITIZATION TRANSACTIONS #1) THIS ASSIGNMENT ASSIGNMENT, ASSUMPTION AND RECOGNITION AGREEMENT, dated ____________DATED AS OF [ ], 200__, 2006 (THE “Agreement”) among Greenwich Capital Financial Products, Inc. (“AssignorASSIGNMENT”), ________________________ IS ENTERED INTO AMONG REDWOOD TRUST, INC. (THE “AssigneeASSIGNOR”), ________________ [ ] (the THE “ServicerASSIGNEE”) and ________________________ AND FIRST REPUBLIC BANK, AS THE SELLER AND SERVICER (the THE “CompanySELLER”): 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:).