EX-10.4: MARKETING AGREEMENT

Advertising or Marketing Agreement

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CENDANT MORTGAGE CORPORATION | CENTURY 21 REAL ESTATE CORPORATION | Century 21 Real Estate LLC, ERA Franchise Systems, Inc | Coldwell Banker Real Estate Corporation | PHH Mortgage Corporation | Sotheby's International Affiliates, Inc

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Title: EX-10.4: MARKETING AGREEMENT
Governing Law: New York Date: 2/1/2005

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EX-10.4

Exhibit 10.4

EXECUTION COPY

MARKETING AGREEMENT

BY AND BETWEEN

COLDWELL BANKER REAL ESTATE CORPORATION,
CENTURY 21 REAL ESTATE CORPORATION,
ERA FRANCHISE SYSTEMS, INC., AND
SOTHEBY’S INTERNATIONAL AFFILIATES, INC.

AND

CENDANT MORTGAGE CORPORATION

MARKETING AGREEMENT

This Marketing Agreement (“Agreement”) is entered into as of the 31^st day of January, 2005 (“Effective Date”), between Cendant Mortgage Corporation (to be renamed PHH Mortgage Corporation), a New Jersey corporation (“PHH Mortgage”) having an office at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 and Coldwell Banker Real Estate Corporation (“Coldwell Banker”), Century 21 Real Estate LLC, ERA Franchise Systems, Inc. (“ERA”), and Sotheby’s International Affiliates, Inc., each having offices at 1 Campus Drive, Parsippany, New Jersey 07054 (each a “Brand” and collectively, the “Brands”) (collectively, the “Parties”).

WHEREAS, PHH Mortgage is engaged in providing mortgage services that include counseling, efficient processing, origination, and servicing of mortgage loans on homes located in the United States; and

WHEREAS, the Brands operate as real estate franchisors that license their respective marks, tools, and systems to independently owned and operated real estate brokerages who in turn provide home purchase and sales services to their customers; and

WHEREAS, PHH Mortgage and Coldwell Banker, ERA and TM Acquisition Corp. executed a trademark license agreement of even date herewith pursuant to which PHH Mortgage licensed Coldwell Bank Mortgage®, Century 21 Mortgage® and ERA Mortgage® names and marks; and

WHEREAS, PHH Mortgage and the Brands wish to develop a marketing program (“Program”) the purpose of which will be to market PHH Mortgage’s mortgage services to the Brands’ franchisees (the “Franchisees”) offices;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties hereby agree as follows:

The Program.

(a)

The Brands shall recommend PHH Mortgage as their preferred providers of mortgage programs and products to their Franchisees. The Program shall also include mail inserts, brochures and advertisements on a quarterly basis to the Franchisees. In addition, the Brands shall provide access to PHH Mortgage in the Brands’ company newsletters and to all of the Franchisees, if appropriate, during periodic sales meetings. The Brands shall also actively promote the PHH Mortgage products and services to the Franchisees, and such Franchisees’ sales agents (as applicable), including without limitation, providing annual letters or e-mails (the contents of such promotional literature could be determined within the reasonable discretion of the Brands) to both the Franchisees and the Franchisees’ sales agents, as appropriate, from the respective Brands’ presidents or chief operating officers promoting the salability of the PHH Mortgage products and services. Additionally, the Brands shall provide PHH Mortgage (at no additional charge) at each of the Brand’s and Cendant’s residential real estate trade shows (as applicable) and at each of the Brand’s and Cendant’s international business conferences relating to real estate where there is a trade show: (i) two (2) complimentary standard size booths at a mutually agreeable location prominent to visitors to such trade shows or international business conference; and (ii) an opportunity for a PHH Mortgage representative to host its own break-out session (if any are held) during such conferences on a day on which a majority of such break-out sessions are being held and at a location where a majority of break-out sessions are being held, and at a location reasonably designed to obtain participation.

			The Brands shall provide to PHH Mortgage (at no charge to PHH Mortgage) a meaningful opportunity for a senior member of PHH Mortgage’s management to speak for a period of time, mutually agreed upon by the parties, at each Brand’s annual franchise conventions subject to respective Brand approval of individual and script, which approval shall not be unreasonably withheld. PHH Mortgage shall abide by all reasonable rules established by the Brands or the convention center for each such convention.

			The Brands shall provide to PHH Mortgage (at no charge) a “premier” (or highest level that may exist) sponsorship at all brand national conventions, regional or local conferences under the control of the Brands.

			The Brands shall include on-line promotion on each of the Brand sites of the PHH Mortgage opportunity, as well as a hyperlink to the PHH Mortgage site. PHH Mortgage agrees not to over-ride any browser or back functionality for those users who arrive at the PHH Mortgage site from such link and shall provide a link back to such Brand site on each of the PHH Mortgage web pages.

			The Brands shall also provide PHH Mortgage certain marketing opportunities as set forth on Exhibits A-D.

	(b)		Although each Brand shall market PHH Mortgage to its Franchisees as required by the Program, the Brands shall not be required to, and they shall not as part of the Program, provide advice, counseling or assistance to consumers in connection with any particular mortgage loan for which the consumers have applied or may apply to PHH Mortgage.

	(c)		The Brands shall encourage their Franchisees to embrace PHH Mortgage as each Franchisee’s provider of mortgage products and services and, when and where

			appropriate, to inform the Franchisees’ agents of the mortgage loan products and services offered by PHH Mortgage.

	(d)		The Brands shall provide monthly reports to PHH Mortgage reflecting monthly Franchisee mortgage activity.

	(e)		The Brands shall offer to PHH Mortgage those additional programs, and shall employ those strategies with respect thereto, as are listed on Exhibit E.

2.		Compensation. Beginning on March 1, 2005, PHH Mortgage shall pay a fee to the Brands (“Monthly Marketing Fee”) for the access and marketing provided under the Program every month during the term of this Agreement (“Monthly Term”). The amount of the Monthly Marketing Fee is set forth in Exhibit 2 hereto as amended from time to time in accordance with this Section 2. The Monthly Marketing Fee shall be paid in arrears, on the first day of the month next succeeding the end of the Monthly Term in respect of which such fee is paid, with the exception of the first payment which shall be made with the second payment when the second payment is due on April 1, 2005. The Parties each acknowledge and agree that the Monthly Marketing Fee reflects the reasonable and fair market value of the goods and services to be provided by the Brands under the Program, without regard to the value or volume of Mortgage Loans that may be attributable to the Program.

		Not more frequently than once each year, any Party may notify the other, in writing, of its determination (a “Determination”), and the basis thereof, that the Monthly Marketing Fee amount may fail to reflect the reasonable and fair mark