Common use of Assumption or Termination of Subservicing Agreement by Successor Servicer Clause in Contracts

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the 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 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 Subservicing 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 Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. EXHIBIT 10 SELLER UNDERWRITING STANDARDS EXHIBIT 11 FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller Servicer hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the SellerServicer’s rights and obligations under any Subservicing Agreement then in force between the Seller 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 Seller 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 Subservicing 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 Subservicing Sub-servicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. EXHIBIT 10 SELLER UNDERWRITING STANDARDS EXHIBIT 11 FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that:

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the this Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the 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 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 Subservicing 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 Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this EXHIBIT 9 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement. EXHIBIT 10 SELLER UNDERWRITING STANDARDS EXHIBIT 11 FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER I”) among Citigroup Global Markets Realty Corp. (“Assignor”), [identify the certifying individual], certify to ________________________ (“Assignee”) 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 its officersof the mutual covenants herein contained, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, thatparties hereto hereby agree as follows:

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the this Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the 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 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 Subservicing 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 Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this EXHIBIT 9 FORM OF ASSIGNMENT AND RECOGNITION AGREEMENT THIS ASSIGNMENT AND RECOGNITION AGREEMENT, dated ____________, 200__, (“Agreement. EXHIBIT 10 SELLER UNDERWRITING STANDARDS EXHIBIT 11 FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER I”) among Citigroup Global Markets Realty Corp. (“Assignor”), [identify the certifying individual], certify to ____________________________ (“Assignee”) and HomeBanc Mortgage Corporation (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 its officersof the mutual covenants herein contained, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, thatparties hereto hereby agree as follows:

Assumption or Termination of Subservicing Agreement by Successor Servicer. In connection with the assumption of the responsibilities, duties and liabilities and of the authority, power and rights of the Seller hereunder by a successor servicer pursuant to Section 16 of the Agreement, it is understood and agreed that the Seller’s rights and obligations under any Subservicing Agreement then in force between the 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 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 Subservicing 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 Subservicing Agreements to the assuming party. The Servicing Fee payable to any such successor servicer shall be payable from payments received on the Loans in the amount and in the manner set forth in this Agreement. EXHIBIT 10 SELLER UNDERWRITING STANDARDS EXHIBIT 11 FORM CERTIFICATION TO BE PROVIDED BY THE SERVICER I, [identify the certifying individual], certify to ___________________________, and its officers, directors, agents and affiliates, and with the knowledge and intent that they will rely upon this certification, that: