Common use of Initial Transaction Clause in Contracts

Initial Transaction. As conditions precedent to Buyer’s obligation to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by Seller; (ii) the Transactions Terms Letter signed by Seller; (iii) an Electronic Tracking Agreement signed by Seller; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s); (v) a Power of Attorney signed by Seller; (vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto; (viii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ix) if more than one (1) year has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction; (xi) Reserved. (there is no section 9.11) (xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of Seller; (xiii) an Acknowledgement of Confidentiality of Password Agreement; (xiv) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLC; and (xx) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans and related Purchased Assets should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.

Initial Transaction. As conditions precedent to Buyer’s obligation Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by Seller; (ii) the Transactions Terms Letter signed by Seller; (iii) an Electronic Tracking Agreement signed by Seller; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s)[reserved]; (v) a Power of Attorney signed by Seller; (vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto; (viii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ix) if more than one six (16) year months has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction[reserved]; (xi) Reserved. (there is no section 9.11)copies of Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Seller with Section 9.9 below; (xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of Seller[reserved]; (xiii) an Acknowledgement of Confidentiality of Password Agreement; (xiv) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLCamended from time to time; and (xxxix) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans and related Purchased Assets should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.

Initial Transaction. As conditions precedent to Buyer’s obligation Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed each of the Principal Agreements duly executed by Sellereach party thereto and in full force and effect, free of any modification, breach or waiver; (ii) an opinion of Seller’s counsel as to such matters as Buyer may reasonably request, including, without limitation, with respect to Buyer’s lien on and perfected security interest in the Transactions Terms Letter signed Purchased Assets and Purchased Items; a non-contravention, enforceability and corporate opinion with respect to Seller; an opinion with respect to the inapplicability of the Investment Company Act of 1940 to Seller; and a Bankruptcy Code opinion with respect to the matters outlined in Section 14.19 as agreed to by the Buyer and Seller, each in form and substance acceptable to Buyer; (iii) an Electronic Tracking Agreement signed a Power of Attorney duly executed by SellerSeller and notarized; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s); (v) a Power of Attorney signed by Seller; (vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, in each case, dated no less recently than one fourteen (114) month days prior to the date hereofEffective Date; (viiv) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D heretoand substance acceptable to Buyer; (viiivi) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ixvii) if more than one six (16) year months has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (xviii) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial TransactionReserved; (xiix) Reserved. (there is no section 9.11)copies of Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Seller with Section 9.9 below; (xiix) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) Seller and each Affiliate of Seller that is a creditor of Seller; (xiiixi) an Acknowledgement of Confidentiality of Password AgreementAgreement in the form of Exhibit I hereto; (xivxii) the initial Facility Fee, if applicableFee and any other fees then due and owing under the Transactions Terms Letter; (xvxiii) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer, duly executed by Seller and the related Eligible Bank; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviiixiv) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan CenterLoans in form and substance acceptable to Buyer in its sole discretion, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLCamended from time to time; and (xxxv) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-—priority security interest in the Purchased Mortgage Loans Assets and related Purchased Assets Items should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations recordation’s are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans. (d) Seller shall have provided evidence, satisfactory to Buyer, that Seller has all Approvals and such Approvals are in good standing.

Initial Transaction. As conditions precedent to Buyer’s obligation Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller loanDepot Parties shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by SellerloanDepot Parties; (ii) the Transactions Terms Letter signed by SellerloanDepot Parties; (iii) an Electronic Tracking Agreement signed by Sellerthe relevant loanDepot Parties; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s)[reserved]; (v) a Power of Attorney signed by Sellereach loanDepot Party; (vi) a certified copy of Sellereach loanDepot Party’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller such party is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Sellersuch loanDepot Party’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Sellereach loanDepot Party’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller such loanDepot Party executing the relevant Principal Agreements and the resolutions of the board of directors of Seller such loanDepot Party (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto; (viii) independently audited financial statements of Seller Guarantor (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ix) if more than one six (16) year months has passed since the close of the most recently ended fiscal year, interim financial statements of Seller Guarantor (and its Subsidiaries, on a consolidated basis) covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction[reserved]; (xi) Reserved. (there is no section 9.11)copies of loanDepot Parties’ errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Seller with Section 9.9 below; (xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of Seller[reserved]; (xiii) an Acknowledgement of Confidentiality of Password Agreement; (xiv) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyerreserved; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of SellerGuarantor’s underwriting guidelines Underwriting Guidelines for Mortgage Loans:, as amended from time to time; (xix) that certain letter agreement regarding Acquisition a Master Participation Agreement signed by the relevant loanDepot Parties; (xx) the Participation Certificate re-registered in the name of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between the Buyer, Seller and LendingTree, LLC; and (xxxxi) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans Underlying Assets and related Purchased Assets and other Residual Collateral should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Guarantor’s operations, business, financial condition and underwriting and origination of Mortgage Loans.

Initial Transaction. As conditions precedent to Buyer’s obligation Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by Seller; (ii) the Transactions Terms Letter signed by Seller; (iii) an Electronic Tracking Agreement signed by Seller; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s); (v) a Power of Attorney signed by Seller; (vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto; (viii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ix) if more than one (1) year has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction; (xi) Reserved. (there is no section 9.11); (xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Transactions Terms Letter) and each Affiliate of Seller that is a creditor of Seller; (xiii) an Acknowledgement of Confidentiality of Password Agreement; (xiv) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLC; and (xxxix) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans and related Purchased Assets should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest.

Initial Transaction. As conditions precedent to Buyer’s obligation Buyer considering whether to enter into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by Seller; (ii) the Transactions Terms Letter signed by Seller; (iii) an Electronic Tracking Agreement signed by Seller; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s); (v) a Power of Attorney signed by Seller; (vi) a certified copy of Seller’s articles or certificate of incorporation and bylaws (or corresponding organizational documents if Seller is not a corporation) and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (vii) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors of Seller (or its equivalent governing body or Person), substantially in the form of Exhibit D hereto; (viii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ix) if more than one six (16) year months has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (x) financial statements of each of the Guarantors, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction; (xi) Reserved. (there is no section 9.11)copies of Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of insurance for such policies, all in form and content satisfactory to Buyer, showing compliance by Seller with Section 9.9 below; (xii) if required by Buyer, a subordination agreement, in form and substance satisfactory to Buyer, executed by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of Seller; (xiii) an Acknowledgement of Confidentiality of Password Agreement; (xiv) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvi) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLCamended from time to time; and (xxxix) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans and related Purchased Assets should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.

Initial Transaction. As conditions precedent to Buyer’s obligation to enter Buyer entering into the initial Transaction hereunder: (a) Seller shall have delivered to Buyer, in form and substance satisfactory to Buyer: (i) this Agreement signed by Seller; (ii) the Transactions Terms Letter signed by Seller; (iii) an Electronic Tracking Agreement signed by Seller; (iv) if required in the Transactions Terms Letter, a Guarantee(s) signed by each Guarantor(s); (v) a Power of Attorney signed by Seller; (viv) a certified copy of Seller’s articles or certificate of incorporation formation and bylaws (or corresponding organizational documents if Seller is not a corporation) limited liability company agreement and, if required by Buyer, a certificate of good standing issued by the appropriate official in Seller’s jurisdiction of organization, dated no less recently than one (1) month prior to the date hereof; (viivi) a certificate of Seller’s corporate secretary, substantially in the form of Exhibit C hereto, dated as of the Effective Date, as to the incumbency and authenticity of the signatures of the officers of Seller executing the Principal Agreements and the resolutions of the board of directors managers of Seller (or its equivalent governing body or Person)Seller, substantially in the form of Exhibit D hereto; (viiivii) independently audited financial statements of Seller (and its Subsidiaries, on a consolidated basis) for each of the two (2) fiscal years most recently ended (if available), containing a balance sheet and related statements of income, stockholders’ equity and cash flows, all prepared in accordance with GAAP, applied on a basis consistent with prior periods, and otherwise acceptable to Buyer, together with an auditor’s opinion that is unqualified or otherwise is consented to in writing by Buyer; (ixviii) if more than one six (16) year months has passed since the close of the most recently ended fiscal year, interim financial statements of Seller covering the period from the first day of the current fiscal year to the last day of the most recently ended month; (xix) financial statements copies of each Seller’s errors and omissions insurance policy or mortgage impairment insurance policy and blanket bond coverage policy or certificates of the Guarantorsinsurance for such policies, if any, signed by them, dated no less recently than three (3) months prior to the date of the initial Transaction; (xi) Reserved. (there is no section 9.11) (xii) if required by Buyer, a subordination agreement, all in form and substance content satisfactory to Buyer, executed showing compliance by any Person which is, as of the Effective Date, a creditor of Seller, including each Guarantor (if required by the Transaction Terms Letter) and each Affiliate of Seller that is a creditor of Sellerwith Section 9.9 below; (xiiix) an Acknowledgement of Confidentiality of Password Agreement; (xivxi) the initial Facility Fee, if applicable; (xv) a Servicer Notice, if applicable; (xvixii) if so requested by Buyer, the Control Agreement in a form reasonably satisfactory to Buyer; (xvii) if required, a Servicing Agreement signed by the Servicer and Seller; (xviii) a copy of Seller’s underwriting guidelines for Mortgage Loans: (xix) that certain letter agreement regarding Acquisition of Home Loan Center, Inc. by LendingTree, LLC, dated as of January 25, 2008 by and between Buyer, Seller and LendingTree, LLC; and (xxxiii) such other documents as Buyer or its counsel may reasonably request. (b) Buyer shall have determined that it has received satisfactory evidence that the appropriate Uniform Commercial Code Financial Statements (UCC-1) and/or such other instruments as may be necessary in order to create in favor of Buyer, a perfected first-priority security interest in the Purchased Mortgage Loans and related Purchased Assets should any of the Transactions be deemed to be loans, and same shall have been duly executed and appropriately filed or recorded in each office of each jurisdiction in which such filings and recordations are required to perfect such first-priority security interest. (c) Buyer shall have determined that it has satisfactorily completed its due diligence review of Seller’s operations, business, financial condition and underwriting and origination of Mortgage Loans.