Reconstitution of HELOCs Sample Clauses

Reconstitution of HELOCs. (a) RFC acknowledges and the Purchaser agrees that with respect to some or all of the HELOCs, the Purchaser may effect either: (i) one or more sales of the HELOCs as whole loan transfers (each, a “Whole Loan Transfer”); and/or (ii) one or more transactions involving either (1) a sale or other transfer of some or all of the HELOCs directly or indirectly to an issuing entity in connection with an issuance of publicly offered or privately placed, rated or unrated mortgage-backed securities or (2) an issuance of publicly offered or privately placed, rated or unrated securities, the payments on which are determined primarily by reference to one or more portfolios consisting, in whole or in part, of some or all of the HELOCs (each, a “Pass-Through Transfer”). (b) With respect to each Whole Loan Transfer or Pass-Through Transfer, as the case may be, RFC agrees: (i) to cooperate fully with the Purchaser and any prospective purchaser with respect to all reasonable requests and due diligence procedures including participating in meetings with rating agencies, bond insurers and such other parties as the Purchaser shall designate and participating in meetings with prospective purchasers of the HELOCs or interests therein and providing information contained in the HELOC Schedule including any diskette or other related data tapes provided as reasonably requested by such purchasers; (ii) to execute all agreements required to be executed by RFC in connection with such Whole Loan Transfer or Pass-Through Transfer provided that any such agreements be consistent with the terms hereof and impose no greater duties, liabilities or obligations upon RFC than those set forth herein and provided that RFC is given an opportunity to review and reasonably negotiate in good faith the content of such documents not specifically referenced or provided for herein; (iii) to make all the representations and warranties set forth in Section 3.01 and Section 3.02(ll), as of the date of the Whole Loan Transfer or Pass-Through Transfer, modified to the extent necessary to accurately reflect any events or circumstances existing subsequent to the related Closing Date and to restate, with respect to each HELOC, as of the Closing Date of the purchase of such HELOC by the Purchaser, the representations and warranties set forth in Section 3.02 of this Agreement directly to the subsequent Purchaser, as specified in a letter from the Purchaser to RFC indicating the date of the Whole Loan Transfer or Pass...