MASTER REPURCHASE AGREEMENT (the “Agreement”) between COUNTRYWIDE BANK, FSB (“Buyer”) and HOME LOAN CENTER, INC. (“Seller”) dated as of January 25, 2008Master Repurchase Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • California
THIS MASTER REPURCHASE AGREEMENT (the “Agreement”) is made and entered into as of January 25, 2008 by and between Countrywide Bank, FSB, a California corporation (“Buyer”), and Home Loan Center, Inc., a California corporation (“Seller”).
FORM OF TAX SHARING AGREEMENT by and among IAC/INTERACTIVECORP, TICKETMASTER, INTERVAL LEISURE GROUP, INC., HSN, INC. and TREE.COM, INC. Dated as of [ ], 2008Tax Sharing Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers
This TAX SHARING AGREEMENT (this “Agreement”), dated as of [ ], 2008, by and among IAC/InterActiveCorp, a Delaware corporation (“Parent”), Ticketmaster, a Delaware corporation and a wholly-owned subsidiary of Parent (“Ticketmaster Spinco”), Interval Leisure Group, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Interval Spinco”), HSN, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“HSN Spinco”), and Tree.com, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Tree Spinco”, together with Ticketmaster Spinco, Interval Spinco, and HSN Spinco, the “Spincos”, and each of the Spincos, a “Spinco”). Each of Parent, Ticketmaster Spinco, Interval Spinco, HSN Spinco and Tree Spinco is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
FORM OF TRANSITION SERVICES AGREEMENT by and among IAC/INTERACTIVECORP, HSN, Inc., INTERVAL LEISURE GROUP, INC. TICKETMASTER and TREE.COM, INC.Transition Services Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers
This TRANSITION SERVICES AGREEMENT, dated as of [•], 2008 (this “Services Agreement”), is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC” or “New IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSNSpinco” or “HSN”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco” or “Interval”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TMSpinco” or “TM”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco” or “LT” and, together with HSNSpinco, Interval Spinco and TMSpinco, the “Spincos” and, the Spincos together with IAC, the “Parties” and each a “Party”).
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among IAC/INTERACTIVECORP, HSN, INC., INTERVAL LEISURE GROUP, INC., TICKETMASTER and TREE.COM, INC. DATED AS OF [ ], 2008Separation and Distribution Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [ ], 2008, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), HSN, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“HSN Spinco”), Interval Leisure Group, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Interval Spinco”), Ticketmaster, a Delaware corporation and wholly owned subsidiary of IAC (“TM Spinco”), and Tree.com, Inc., a Delaware corporation and wholly owned subsidiary of IAC (“Tree Spinco”; together with TM Spinco, Interval Spinco and HSN Spinco, the “Spincos”; the Spincos and IAC, collectively, the “Separate-cos” or “Parties”).
FORM OF EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers
This Employee Matters Agreement (this “Agreement”), dated as of [ ], 2008, with effect as of the Effective Time, is entered into by and among IAC/InterActiveCorp, a Delaware corporation (“IAC”), Ticketmaster, a Delaware corporation and a wholly owned subsidiary of IAC (“TM”), Interval Leisure Group, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Interval”), HSN, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“HSN”) and Tree.com, Inc., a Delaware corporation and a wholly owned subsidiary of IAC (“Tree,” together with TM, Interval, HSN and Tree, the “SpinCos,” the SpinCos and IAC, collectively, the “Parties”).
Loan Purchase AgreementAgreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • California
Countrywide agrees to purchase certain loans secured by real property, together with the servicing thereof (the “Loans”), from Seller under Countrywide’s mortgage loan programs, and Seller agrees to sell to Countrywide certain such Loans pursuant to the terms and conditions set forth herein and in Countrywide’s Correspondent Lending Division Loan Purchase Program Seller’s Manual, as amended from time to time (the “Manual”). In connection therewith, the parties agree as follows:
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • North Carolina
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Bob Harris (“Executive”) and LendingTree, LLC, a Delaware limited liability company (the “Company”), and is effective as of June 30th, 2008 (the “Effective Date”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”) is entered into by and between Bret A. Violette (“Executive”) and IAC/InterActiveCorp, a Delaware corporation (the “Company”), and is effective April 11, 2007 (the “Effective Date”). LendingTree, LLC is party hereto for purposes of Sections 1A and 4A(e)(2) only.
EMPLOYMENT AGREEMENTEmployment Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • New York
THIS EMPLOYMENT AGREEMENT (“Agreement”), dated as of January 7, 2008 (the “Effective Date”), is entered into by and between Douglas R. Lebda (“Employee”) and IAC/InterActiveCorp (“IAC” or the “Company”). All capitalized terms used herein without definition shall have the meaning assigned to them in the Prior Agreement (as defined below).
CORRESPONDENT AGREEMENT FORM 200Agreement • August 1st, 2008 • Tree.com, Inc. • Loan brokers • Missouri
This Correspondent Loan Purchase Agreement (“Agreement”), dated the 26th day of April, 2004, by and between CitiMortgage, Inc. (“CMI”), for itself and on behalf of Citibank, FSB, Citibank (West), FSB, and Citibank, N.A., and;
