Common use of Seller May Substitute Other Mortgage Loans with Notice to and Approval of Administrative Agent Clause in Contracts

Seller May Substitute Other Mortgage Loans with Notice to and Approval of Administrative Agent. So long as no Event of Default has occurred and is continuing and no Margin Deficit exists or occurs as a consequence thereof, subject to agreement with and acceptance by, and upon notice to, the Administrative Agent, the Seller may substitute Mortgage Loans substantially similar to the Purchased Loans for any Purchased Loans. If the Seller gives notice to the Administrative Agent at or before 12:00 noon on a Business Day, the Administrative Agent may elect, by the close of business on the Business Day notice is received or by the close of the next Business Day if notice is given after 12:00 noon on such day, not to accept such substitution. If such substitution is accepted by the Administrative Agent, such substitution shall be made by the Seller’s transfer to Administrative Agent of such other Mortgage Loans on a servicing released basis and the Administrative Agent’s transfer to the Seller of such Purchased Loans, and after such substitution, the substituted Mortgage Loans shall be deemed to be Purchased Loans. If the Administrative Agent elects not to accept such substitution, the Seller shall offer the Administrative Agent and the Buyers the right to terminate the related Transaction.