Common use of Closing Agents Clause in Contracts

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase Price, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer may reasonably require, including without limitation an assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.9; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase Price, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation limitation, an assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, policy substantially in the form of Exhibit F G hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet Mortgage Loans, Seller shall submit to Buyer evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent and one of the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) i. a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F J hereto; or (2) ii. a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoans and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F J hereto; or (3) if iii. with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing AgentFidelity Insurance.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PriceAdvance, Seller shall Borrower must submit to Buyer Lender the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Pledged Mortgage Loan has not issued to Buyer Lender a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F K hereto; or (2) a valid Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loans, that covers the closing of this specific Purchased Pledged Mortgage Loan and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F K hereto; or (3) if Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer Lender may reasonably require, including without limitation an assignment to Buyer Lender of Seller’s Borrower's rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F L hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller Borrower and BuyerLender, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PriceAdvance, Seller shall Borrower must submit to Buyer Lender the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Pledged Mortgage Loan has not issued to Buyer Lender a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F EXHIBIT K hereto; or (2) a valid Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loans, that covers the closing of this specific Purchased Pledged Mortgage Loan and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F EXHIBIT K hereto; or (3) if Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer Lender may reasonably require, including without limitation an assignment to Buyer Lender of Seller’s Borrower's rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F EXHIBIT K hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing AgentReserved.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase Price, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan Underlying Asset has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller Guarantor or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanUnderlying Asset, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller Guarantor or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansUnderlying Assets, that covers the closing of this specific Purchased Mortgage Loan Underlying Asset and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation limitation, an assignment to Buyer of Seller’s loanDepot Parties’ rights under its their fidelity bond and errors and omissions policy, policy substantially in the form of Exhibit F G hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller the loanDepot Parties and Buyer, have been delivered to such Closing Agent, other than in the case of eNotes.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase Price, Seller shall must submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letterclosing protection letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letterclosing protection letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F heretoclosing protection letter; or (2) a valid Closing Protection Letterclosing protection letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F heretoclosing protection letter; or (3) if Closing Protection Letters closing protection letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer may reasonably require, including without limitation an assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructionsirrevocable closing instructions, in the applicable a form acceptable to Buyer and signed by Seller Buyer and BuyerSeller, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent closing agent to be designated as an “Approved Payee Payee” in connection with respect to any Purchase PriceEPP Loan, Seller shall must submit to Buyer Bank of America the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerBank of America: (i) a blanket closing protection letter, issued to Seller or Buyer Bank of America by the title company, which is issuing company that issues the title insurance policy that covers covering the related Purchased Mortgage Loanapplicable Loan (the “Title Company”), that covers closings conducted by the Closing Agent this closing agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such (a “Blanket Closing Protection Letter, substantially in the form of Exhibit F hereto”); or (2ii) in the absence of a valid Blanket Closing Protection LetterLetter issued by the Title Company to Bank of America, a Blanket Closing Protection Letter issued by the Title Company to Seller (with a valid, enforceable assignment of Seller’s rights thereunder, in a form acceptable to Buyer, issued to Seller or Buyer by Bank of America); (iii) in the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing absence of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such a Blanket Closing Protection Letter, substantially a specific closing protection letter, issued by the Title Company to Bank of America or to Seller (with a valid, enforceable assignment of Seller’s rights thereunder, in a form acceptable to Bank of America), that covers closings conducted by this closing agent in the form of Exhibit F heretojurisdiction where this closing will take place (a “Specific Closing Protection Letter”); or (3iv) if neither Specific nor Blanket Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer document(s) Bank of America may reasonably require, including without limitation an a valid, enforceable assignment to Buyer Bank of America of Seller’s rights under its any fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretoand/or insurance policies; and (iiv) written evidence that the Irrevocable Closing Instructionsclosing instructions, in the applicable form and content approved by Bank of America and signed by Seller and BuyerBank of America, have been delivered to such Closing Agentclosing agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an assignment to limitation, adding Buyer as a loss payee with a right of Seller’s rights action under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.9; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet Mortgage Loans, Seller Guarantor shall submit to Buyer be in possession of the following documents: (i) if documents and, at all times during which the title company issuing following documents are in possession of Guarantor, and until the title policy that covers the applicable Purchased Mortgage Loan has not issued related to such Related Mortgage Loan is repurchased by Seller, Guarantor shall hold such documents in trust separate and apart from Guarantor’s own documents and assets and for the exclusive benefit of Buyer and shall act only in accordance with Buyer’s written instructions thereto and shall upon the written request of Buyer, immediately deliver such documents to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in at the jurisdiction where this closing will take placesole expense of Guarantor and such documents shall be clearly marked as subject to delivery to Buyer: (1) a valid blanket Closing Protection Letter, in a form reasonably acceptable to Buyer, issued to Seller Guarantor or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F D hereto; or (2) if the title company issuing the title policy that covers the applicable Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (A) a valid Closing Protection Letter, in a form reasonably acceptable to Buyer, issued to Seller Guarantor or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F D hereto; or (3B) if with respect to those jurisdictions for which Closing Protection Letters are not available or are limited in their applicability applicability, in each case in the jurisdiction where the closing takes placeDiscretion of Buyer, any other documents documents, to the extent readily available, which Buyer may reasonably requirerequest in writing, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of SellerGuarantor’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.8; and (ii) . as applicable and following a written request by Buyer, reasonable evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and BuyerGuarantor, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent closing agent to be designated as an “Approved Payee Payee” in connection with respect to any Purchase PriceEPP Loan, Seller shall must submit to Buyer Bank of America the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerBank of America: (i) a blanket closing protection letter, issued to Seller or Buyer Bank of America by the title company, which is issuing company that issues the title insurance policy that covers covering the related Purchased Mortgage Loanapplicable Loan (the “Title Company”), that covers closings conducted by the Closing Agent this closing agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such (a “Blanket Closing Protection Letter, substantially in the form of Exhibit F hereto”); or (2ii) in the absence of a valid Blanket Closing Protection LetterLetter issued by the Title Company to Bank of America, a Blanket Closing Protection Letter issued by the Title Company to Seller (with a valid, enforceable assignment of Seller’s rights thereunder, in a form acceptable to Buyer, issued to Seller or Buyer by Bank of America); (iii) in the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing absence of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such a Blanket Closing Protection Letter, substantially a specific closing protection letter, issued by the Title Company to Bank of America or to Seller (with a valid, enforceable assignment of Seller’s rights thereunder, in a form acceptable to Bank of America), that covers closings conducted by this closing agent in the form of Exhibit F heretojurisdiction where this closing will take place (a “Specific Closing Protection Letter”); or (3iv) if neither Specific nor Blanket Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer document(s) Bank of America may reasonably reasonable require, including without limitation an a valid, enforceable assignment to Buyer Bank of America of Seller’s rights under its any fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretoand/or insurance policies; and (iiv) written evidence that the Irrevocable Closing Instructionsclosing instructions, in the applicable form and content approved by Bank of America and signed by Seller and BuyerBank of America, have been delivered to such Closing Agentclosing agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet Mortgage Loans, Seller Guarantor shall submit be in possession of the following documents and, at all times during which the following documents are in possession of Guarantor, and until the Purchased Mortgage Loan related to such Related Mortgage Loan is repurchased by Seller, Guarantor shall hold such documents in trust separate and apart from Guarantor’s own documents and assets and for the exclusive benefit of Buyer and shall act only in accordance with Buyer’s written instructions thereto and shall upon the written request of Buyer, immediately deliver such documents to Buyer at the following documentssole expense of Guarantor and such documents shall be clearly marked as subject to delivery to Buyer: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) (A) a valid blanket Closing Protection Letter, in a form reasonably acceptable to Buyer, issued to Seller or Guarantor and/or Buyer by the title company, company stipulated in the final closing instructions and which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and (B) if applicablethe Closing Agent is not an Acceptable Title Insurance Company or there is a loss associated with such Related Mortgage Loan, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F D hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer may reasonably require, including without limitation an assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet Mortgage Loans, Seller shall submit to Buyer be in possession of the following documents: (i) if documents and, at all times during which the title company issuing the title policy that covers the applicable following documents are in possession of Seller, and until such Purchased Mortgage Loan has not issued is repurchased by Seller, Seller shall hold such documents in trust separate and apart from Seller’s own documents and assets and for the exclusive benefit of Buyer and shall act only in accordance with Buyer’s written instructions thereto and shall upon the written request of Buyer, immediately deliver such documents to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in at the jurisdiction where this closing will take placesole expense of Seller and such documents shall be clearly marked as subject to delivery to Buyer: (1) a valid blanket Closing Protection Letter, in a form reasonably acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F D hereto; or (2) if the title company issuing the title policy that covers the applicable Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (A) a valid Closing Protection Letter, in a form reasonably acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F D hereto; or (3B) if with respect to those jurisdictions for which Closing Protection Letters are not available or are limited in their applicability applicability, in each case in the jurisdiction where the closing takes placesole and absolute discretion of Buyer, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.8; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and BuyerSeller, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) a written request, including the name and address of the Closing Agent; (ii) if the title company issuing the title policy is Title Source, Inc., evidence of fidelity bond coverage with respect to Title Source, Inc., and evidence that covers Seller is able to directly make claims under such policy; (iii) if (1) the title company issuing the title policy is not Title Source, Inc., and (2) the applicable Purchased Mortgage Loan title company has not already issued to Seller or Buyer a blanket Closing Protection Letter, Letter which covers closings conducted by this such Closing Agent in the jurisdiction where this the closing for the applicable Mortgage Loan will take place: (1) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Mortgage Loan and is an Acceptable Title Insurance Company, that covers the closing of this specific Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; (2) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers the closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (23) a valid Closing Protection Letter, in a form acceptable with respect to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially those jurisdictions outlined in the form of Exhibit F hereto; or (3) if Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in policy with respect to the form of Exhibit F heretoPurchased Asset maintained pursuant to Section 9.9; and (iv) provided, however, that for the avoidance of doubt, a Closing Protection Letter shall not be required hereunder unless and until the Purchased Mortgage Loans (a) which were table-funded using, in part, the Purchase Price, (b) where title insurance is provided by a Person other than Title Source, Inc., and (c) regarding which a Closing Protection Letter or alternative documentation specified in Section 3.7(a)(ii)(3) has not been provided, exceed (i) [***] of Seller’s Tangible Net Worth for Wet Mortgage Loans and (ii) evidence that [***] of Seller’s Tangible Net Worth for all other Mortgage Loans in the Irrevocable Closing Instructionsaggregate, in each case measured as of the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agentend of Seller’s most recent fiscal quarter.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet-Ink Mortgage Loans, Seller shall obtain and, if requested by Buyer, submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form reasonably acceptable to Buyer, issued or assigned to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F O hereto; or (2) if the title company issuing the title policy that covers the applicable Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (A) a valid Closing Protection Letter, in a form reasonably acceptable to Buyer, issued or assigned to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F O hereto; or (3B) if with respect to those jurisdictions for which Closing Protection Letters are not available or are limited in their applicability applicability, in each case in the jurisdiction where the closing takes placesole and good faith discretion of Buyer, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its the fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 7.25; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) a written request, including the name and address of the Closing Agent; (ii) if the title company issuing the title policy is Title Source, Inc., evidence of fidelity bond coverage with respect to Title Source, Inc., and evidence that covers Seller is able to directly make claims under such policy; (iii) if (1) the title company issuing the title policy is not Title Source, Inc., and (2) the applicable Purchased Mortgage Loan title company has not already issued to Seller or Buyer a blanket Closing Protection Letter, Letter which covers closings conducted by this such Closing Agent in the jurisdiction where this the closing for the applicable Mortgage Loan will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to the applicable Seller Party or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; LEGAL02/40464938v16 (2) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to the applicable Seller Party or Buyer by the title company, which is issuing the title insurance policy that covers the related Mortgage Loan and is an Acceptable Title Insurance Company, that covers the closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (23) a valid Closing Protection Letter, in a form acceptable with respect to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage Loans, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially those jurisdictions outlined in the form of Exhibit F hereto; or (3) if Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s such Seller Parties’ rights under its fidelity bond and errors and omissions policy, substantially in policy with respect to the form of Exhibit F heretoUnderlying Assets maintained pursuant to Section 9.9; and (iv) provided, however, that for the avoidance of doubt, a Closing Protection Letter shall not be required hereunder unless and until the Underlying Assets (a) which were table-funded using, in part, the Purchase Price, (b) where title insurance is provided by a Person other than Title Source, Inc., and (c) regarding which a Closing Protection Letter or alternative documentation specified in Section 3.7(a)(iii)(3) has not been provided, exceed (i) [***]([***]%) of Guarantor’s Tangible Net Worth for Wet Mortgage Loans and (ii) evidence that [***]([***]%) of Guarantor’s Tangible Net Worth for all other Mortgage Loans in the Irrevocable Closing Instructionsaggregate, in each case measured as of the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agentend of Guarantor’s most recent fiscal quarter.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.9; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PriceAdvance, Seller shall Borrower must submit to Buyer Lender the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Pledged Mortgage Loan has not issued to Buyer Lender a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loan, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F K hereto; or (2) a valid Closing Protection Letter, in a form acceptable to BuyerLender, issued to Seller Borrower or Buyer Lender by the title company, which is issuing the title insurance policy that covers the related Purchased Pledged Mortgage Loans, that covers the closing of this specific Purchased Pledged Mortgage Loan and if applicable, an assignment to Buyer Lender of such Closing Protection Letter, substantially in the form of Exhibit F K hereto; or (3) if Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes place, any other documents Buyer Lender may reasonably require, including without limitation an assignment to Buyer Lender of SellerBorrower’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F K hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller Borrower and BuyerLender, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for Wet Mortgage Loans, Seller shall submit or shall cause to be submitted to Buyer evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Underlying Repurchase Counterparty, Seller and Buyer, have been delivered to such Closing Agent and one of the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) i. a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Underlying Repurchase Counterparty, Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F J hereto; or (2) ii. a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Underlying Repurchase Counterparty, Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoans and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F J hereto; or (3) if iii. with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Underlying Repurchase Counterparty’s or Seller’s rights rights, as applicable, under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F hereto; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing AgentFidelity Insurance.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer Administrative Agent for the benefit of Buyers the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan has not issued to Buyer Administrative Agent a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to BuyerAdministrative Agent, issued to Seller or Buyer Administrative Agent by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanLoan and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer Administrative Agent (on behalf of Buyers) of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to BuyerAdministrative Agent, issued to Seller or Buyer Administrative Agent by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansLoan and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan and if applicable, an assignment to Buyer Administrative Agent (on behalf of Buyers) of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer Administrative Agent may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer Administrative Agent (on behalf of Buyers) of Seller’s rights to any claims specifically related to the Purchased Assets under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.4; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and BuyerAdministrative Agent, have been delivered to such Closing Agent.

Closing Agents. In order for a Closing Agent to be designated an Approved Payee with respect to any Purchase PricePrice for new origination Wet Mortgage Loans or Dry Mortgage Loans as to which the origination funds are being remitted to the closing table, Seller shall submit to Buyer the following documents: (i) if the title company issuing the title policy that covers the applicable Purchased Mortgage Loan Underlying Asset has not issued to Buyer a blanket Closing Protection Letter, which covers closings conducted by this Closing Agent in the jurisdiction where this closing will take place: (1) a valid blanket Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoanUnderlying Asset and is an Acceptable Title Insurance Company, that covers closings conducted by the Closing Agent in the jurisdiction where this closing will take place and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (2) a valid Closing Protection Letter, in a form acceptable to Buyer, issued to Seller or Buyer by the title company, which is issuing the title insurance policy that covers the related Purchased Mortgage LoansUnderlying Assets and is an Acceptable Title Insurance Company, that covers the closing of this specific Purchased Mortgage Loan Underlying Asset and if applicable, an assignment to Buyer of such Closing Protection Letter, substantially in the form of Exhibit F hereto; or (3) if with respect to those jurisdictions outlined in the Handbook for which Closing Protection Letters are not available or are limited in their applicability in the jurisdiction where the closing takes placeapplicability, any other documents Buyer may reasonably require, including without limitation an limitation, a duly executed, valid and enforceable assignment to Buyer of Seller’s rights under its fidelity bond and errors and omissions policy, substantially in the form of Exhibit F heretopolicy maintained pursuant to Section 9.9; and (ii) evidence that the Irrevocable Closing Instructions, in the applicable form and signed by Seller and Buyer, have been delivered to such Closing Agent.