Common use of Sub-Servicing Agreements Between Servicer and Sub-Servicers Clause in Contracts

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, may enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeNote Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Note Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Indenture Trustee, the Owners Owners, the Note Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered CertificatesNotes). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Indenture Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Indenture Trustee and the Note Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, may enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Mortgage Loans with any institution which is acceptable to the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity Agreement and which is acceptable to the Certificate Insurer and is experienced in serving loans that are of a type similar to the Home Equity Mortgage Loans and (z) has equity of not less than at least $5,000,000 (2,500,000, as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Certificate Insurer, the Trustee, the Owners Xxxxx'x and the Rating Agencies S&P of the appointment of any Sub-Servicer (and shall receive furnish to the confirmation Certificate Insurer, the Trustee, Xxxxx'x and S&P a copy of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates)Servicing Agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Mortgage Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Any such Sub-Servicing Agreement may be terminated by the Trustee with the written consent of the Certificate Insurer (which consent shall provide not be unreasonably withheld), provided that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have has been terminated hereunder. As of the option to terminate such agreement without payment of any fees if Startup Day the original only Sub-Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrumentTransworld Mortgage Corporation.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Certificate Insurer and the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Certificate Insurer and the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 ________ (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a -98- withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, may enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Mortgage Loans with any institution which is acceptable to the Trustee and which (x) that is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity Agreement and that is acceptable to the Certificate Insurer and is experienced in serving loans that are of a type similar to the Home Equity Mortgage Loans and (z) has equity of not less than at least $5,000,000 (2,500,000, as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Certificate Insurer, the Trustee, the Owners Xxxxx'x and the Rating Agencies S&P of the appointment of any Sub-Servicer (and shall receive furnish to the confirmation Certificate Insurer, the Trustee, Xxxxx'x and S&P a copy of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates)Servicing Agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Mortgage Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Any such Sub-Servicing Agreement may be terminated by the Trustee with the written consent of the Certificate Insurer (which consent shall provide not be unreasonably withheld), provided that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have has been terminated hereunder. As of the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all -------- Startup Day there are no Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrumentServicers.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Sub- Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating of the Class A Certificates or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 __________ (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Certificate Insurer and the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Certificate Insurer and the Trustee and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeNote Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Mortgage Loans with any institution which is acceptable to the Trustee Note Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans Mortgage Loans that are similar to the Home Equity Mortgage Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Indenture Trustee, the Owners Owners, the Note Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered CertificatesNotes). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Mortgage Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Mortgage Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Indenture Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Indenture Trustee and the Note Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeTrustee and the Master Servicer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee and which (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Master Servicer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee Master Servicer (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee Trustee, the Securities Administrator and the Master Servicer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, may enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Mortgage Loans with any institution which is acceptable to the Trustee and which (x) that is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity Agreement and that is acceptable to the Certificate Insurer and is experienced in serving loans that are of a type similar to the Home Equity Mortgage Loans and (z) has equity of not less than at least $5,000,000 (2,500,000, as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Certificate Insurer, the Trustee, the Owners Xxxxx'x and the Rating Agencies S&P of the appointment of any Sub-Servicer (and shall receive furnish to the confirmation Certificate Insurer, the Trustee, Xxxxx'x and S&P a copy of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates)Servicing Agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Mortgage Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Any such Sub-Servicing Agreement may be terminated by the Trustee with the written consent of the Certificate Insurer (which consent shall provide not be unreasonably withheld), provided that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have has been terminated hereunder. As of the option to terminate such agreement without payment of any fees if Startup Day the original only Sub-Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrumentTransworld Mortgage Corporation.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeNote Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Note Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Indenture Trustee, the Owners Owners, the Note Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered CertificatesNotes). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrument.Servicing

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeCertificate Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Certificate Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Sub- Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Trustee, may enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Mortgage Loans with any institution which is acceptable to the Trustee and which (x) that is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity Agreement and that is acceptable to the Certificate Insurer and is experienced in serving loans that are of a type similar to the Home Equity Mortgage Loans and (z) has equity of not less than at least $5,000,000 (2,500,000, as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Certificate Insurer, the Trustee, the Owners Xxxxx'x and the Rating Agencies S&P of the appointment of any Sub-Servicer (and shall receive furnish to the confirmation Certificate Insurer, the Trustee, Xxxxx'x and S&P a copy of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Certificates)Servicing Agreement. For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Mortgage Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any Any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Any such Sub-Servicing Agreement may be terminated by the Trustee with the written consent of the Certificate Insurer (which consent shall provide not be unreasonably withheld), provided that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have has been terminated hereunder. As of the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee copies of all Startup Day there are no Sub-Servicing Agreements, and any amendments or modifications thereof, promptly upon the Servicer’s execution and delivery of such instrumentServicers.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the TrusteeNote Insurer, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Trustee Note Insurer and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than $5,000,000 (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Issuer, the Indenture Trustee, the Owners Owners, the Note Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered CertificatesNotes). For purposes of this AgreementIndenture, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement Indenture and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this AgreementIndenture. Each Sub-Servicing Agreement shall provide that the Indenture Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Indenture Trustee and the Note Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.

Sub-Servicing Agreements Between Servicer and Sub-Servicers. The Servicer may, with the prior written consent of the Certificate Insurer and the Trustee, enter into Sub-Servicing Agreements for any servicing and administration of Home Equity Loans with any institution which is acceptable to the Certificate Insurer and the Trustee and which which, (x) is in compliance with the laws of each state necessary to enable it to perform its obligations under such Sub-Servicing Agreement, (y) has experience servicing home equity loans that are similar to the Home Equity Loans and (z) has equity of not less than [$5,000,000 5,000,000] (as determined in accordance with generally accepted accounting principles). The Servicer shall give written notice to the Trustee, the Owners Owners, the Certificate Insurer and the Rating Agencies of the appointment of any Sub-Servicer (and shall receive the confirmation of the Rating Agencies that such Sub-Servicer shall not result in a withdrawal or downgrading by any Rating Agency of the rating or the shadow rating of the Offered Class A Certificates). For purposes of this Agreement, the Servicer shall be deemed to have received payments on Home Equity Loans when any Sub-Servicer has received such payments. Each Sub-Servicer shall be required to service the Home Equity Loans in accordance with this Agreement and any such Sub-Servicing Agreement shall be consistent with and not violate the provisions of this Agreement. Each Sub-Servicing Agreement shall provide that the Trustee (if acting as successor Servicer) or any other successor Servicer shall have the option to terminate such agreement without payment of any fees if the original Servicer is terminated or resigns. The Servicer shall deliver to the Trustee and the Certificate Insurer copies of all Sub-Servicing Agreements, and any amendments or modifications thereof, thereof promptly upon the Servicer’s 's execution and delivery of such instrument.