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each such REO Property, the Seller shall transfer, or cause to be transferred, to the Purchaser an
original, executed limited warranty deed, in recordable form on or prior to the Closing Date.
Section 5.11 MERS Mortgage Loans. With respect to each Mortgage Loan registered
on the MERS® System, the Seller shall notify MERS of the transfer of servicing of each
Mortgage Loan to the Purchaser. All expenses incurred in compliance with this Section 5.11
shall be allocated between the Purchaser and the Seller in accordance with Section 19.03 of the
Master Purchase Agreement.
Section 5.12 GLBA. In connection with the sale and transfer of the Servicing Rights
hereunder, each of the parties shall comply with the applicable provisions of the Gramm-Leach-
Bliley Act of 1999 (the “GLBA”) and any applicable state and local privacy laws pursuant to the
GLBA for financial institutions and applicable state and local privacy laws.
Section 5.13 Mortgage Loans in Litigation.
(a) With respect to any Mortgage Loans that, at the Closing Date, are subject
to any pending litigation that is listed on Schedule 2.03(c) or of which the Purchaser has received
written notice from the Seller, the Purchaser shall notify the FDIC’s Regional Counsel, 1601
Bryan Street, Dallas, Texas 75201, within thirty (30) Business Days after the Closing Date, or
within thirty (30) Business Days after receiving such written notice, as the case may be, of the
name of the attorney selected by the Purchaser to represent the Purchaser’s interests in the
litigation. The Purchaser shall, within thirty (30) Business Days after the Closing Date, or within
thirty (30) Business Days after receiving the written notice described above, as the case may be,
notify the clerk of the court or other appropriate official and all counsel of record that ownership
of the Asset was transferred from the Seller to the Purchaser. Subject to the provisions of
Section 5.15, the Purchaser shall have its attorney file appropriate pleadings and other documents
and instruments with the court or other appropriate body within thirty-five (35) Business Days
after the Closing Date, or within thirty-five (35) Business Days after receiving the written notice
described above, as the case may be, substituting the Purchaser’s attorney for the Seller’s
attorney, removing the Seller and IndyMac Federal (or its predecessors-in-interest) as a party to
the litigation and substituting the Purchaser as the real party-in-interest. Except as otherwise
provided in Section 5.13(b)
(and the Purchaser’s compliance with its obligations therein), in the
event the Purchaser fails to comply with this Section 5.13(a) within thirty-five (35) Business
Days after the Closing Date, or within thirty-five (35) Business Days after receiving the written
notice described above, as the case may be, the Seller may, at its option, dismiss with or without
prejudice or withdraw from, any such pending litigation.
(b) If the Purchaser is unable, as a matter of applicable Law or due to the
actions or inactions of third parties unrelated to the Purchaser and over whom the Purchaser has
no control, to cause the Seller and IndyMac Federal (or its predecessors-in-interest) to be
replaced by the Purchaser as party-in-interest in any pending litigation as required by Section
5.13(a), the Purchaser shall provide to the FDIC’s Regional Counsel, at the address specified
above, within thirty-five (35) Business Days after the Closing Date, or within thirty-five (35)
Business Days after receiving the notice described in Section 5.13(a), as the case may be,
evidence to such effect and stating the reasons for such failure, including reference to any
applicable Law. In any such event, (i) the Purchaser shall cause its attorney to conduct such