AGENCY TRANSFER; PASS-THROUGH TRANSFER Sample Clauses

AGENCY TRANSFER; PASS-THROUGH TRANSFER. Section 7.01 Removal of Mortgage Loans from Inclusion Under this Agreement Upon an Agency Transfer, or a Pass-Through Transfer on One or More Reconstitution Dates. (a) With respect to each Pass-Through Transfer, Whole Loan Transfer or Agency Transfer entered into by the Purchaser, the Company agrees: (i) to cooperate reasonably with the Purchaser, F▇▇▇▇▇ M▇▇, F▇▇▇▇▇▇ Mac, the trustee or a third party purchaser and any prospective purchaser, at the Purchaser’s expense, with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, F▇▇▇▇▇ Mae, F▇▇▇▇▇▇ Mac, bond insurers, guarantors, loss mitigation or credit risk management advisors and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the Mortgage Loans or interests therein and providing information contained in the Mortgage Loan Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (ii) to negotiate and execute one or more loss mitigation advisory or credit risk management agreements between the Company and any loss mitigation or credit risk management advisor designated by the Purchaser in its sole discretion; (iii) to deliver to the Purchaser and to any Person designated by the Purchaser (a) specifically for inclusion in any prospectus or other offering material such publicly available information regarding the Company, its financial condition and its mortgage loan delinquency, foreclosure and loss experience and any additional information reasonably requested by the Purchaser, (b) any similar non-public, unaudited financial information (which the Purchaser may, at its option and at its cost, have audited by certified public accountants) and such other information as is reasonably requested by the Purchaser and which the Company is capable of providing without unreasonable effort or expense, and to indemnify the Purchaser and its affiliates for material misstatements contained in such information specifically provided for inclusion in a prospectus or other offering material, and if such indemnification from the Company is provided, the Purchaser shall indemnify the Company and its affiliates for material misstatements contained in such prospectus or offering material that was not specifically provided by the Company for inclusion in such prospectus or offering material, and (c) such statements and audit letters of reputab...