TRADEMARK LICENSE AGREEMENT

Exhibit 10.3

EXECUTION COPY

TRADEMARK LICENSE AGREEMENT

Between

TM ACQUISITION CORP.

COLDWELL BANKER REAL ESTATE CORPORATION

ERA FRANCHISE SYSTEMS, INC.

And

CENDANT MORTGAGE CORPORATION

Dated as of January 31, 2005

TABLE OF CONTENTS

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SCHEDULE A (Marks)
SCHEDULE B (Sublicensees)

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THIS TRADEMARK LICENSE AGREEMENT (this “ Agreement ”), dated as of January 31, 2005, (the “ Effective Date ”), by and among TM ACQUISITION CORP., a Delaware corporation located at 10750 W. Charleston Blvd., Suite 130, Las Vegas, NV 89135 (“ TM Corp. ”), COLDWELL BANKER REAL ESTATE CORPORATION (“ Coldwell Banker ”) and ERA FRANCHISE SYSTEMS, INC. (“ ERA ”), both located at 1 Campus Drive, Parsippany, New Jersey 07054 (ERA, Coldwell Banker and TM Corp. are collectively the “ Licensors ”), and CENDANT MORTGAGE CORPORATION (to be renamed “PHH Mortgage Corporation”), a New Jersey corporation located at 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054 (“ Licensee ”). Licensors and Licensee are hereinafter referred to collectively as the “ Parties ” or individually as a “ Party ”.

WITNESSETH:

WHEREAS , Licensee is engaged in providing mortgage services that include counseling, efficient processing, origination, and servicing of Mortgage Loans on homes located in the United States, which Mortgage Loans are sourced through a Brand Franchisee.

WHEREAS , TM Corp. owns the Marks set forth on Schedule A;

WHEREAS , TM Corp. has previously entered into exclusive licensing arrangements with Coldwell Banker and ERA whereby TM Corp. granted (i) Coldwell Banker exclusive rights to use the Coldwell Banker Marks and (ii) ERA exclusive rights to use the ERA Marks, in connection with the operation of real estate franchisor businesses;

WHEREAS , Licensee desires a license to use the Marks to conduct the Franchisee Mortgage Business, and for a limited time prior to the initiation of the operation of the NRT Mortgage Business by PHH LLC, the NRT Mortgage Business, and Licensors desire to grant such license to Licensee on the terms and subject to the conditions contained herein.

NOW, THEREFORE , in consideration of the mutual representations, warranties, covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
DEFINITIONS

1.01      Defined Terms . As used in this Agreement, the following capitalized terms shall have the meanings set forth below:

“ Affiliate ” means, when used with reference to a specific Person, any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such specific Person. For the avoidance of doubt, neither PHH LLC nor any of the Brand Franchisees shall be deemed to be an Affiliate of Cendant or any of Cendant’s Affiliates.

“ Agreement ” has the meaning set forth in the preamble of this Agreement.

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“ Brand Franchisee ” means any residential real estate brokerage business that (i) operates under a Mark and (ii) is not owned by Cendant Real Estate or any of its Subsidiaries; provided that the Parties acknowledge that any such businesses operated under the “Sotheby’s International Realty” brand are not included in the definition of “ Brand Franchisee ” for purposes of this Agreement.

“ Business Day ” means any day other than a Saturday, Sunday, or a holiday on which commercial banks in the State of New York are closed.

“ Calendar Quarter ” means the three-month quarters from January 1 ^st through March 31 ^st , April 1 ^st through June 30 ^th , July 1 ^st through September 30 ^th , and October 1 ^st through December 31 ^st of each calendar year.

“ Cendant ” means Cendant Corporation, a Delaware corporation.

“ Cendant Marks ” means the marks identified as “ Cendant Marks ” on Schedule A.

“ Cendant Mark License ” has the meaning set forth in Section 2.01.

“ Cendant Put ” has the meaning set forth in Section 8.2 of the Operating Agreement.

“ Cendant Real Estate ” means Cendant Real Estate Services Group, LLC, a Delaware limited liability company.

“ Cendant Real Estate Services Division ” means (i) the residential and commercial real estate brokerage business owned and operated by NRT Incorporated and its Subsidiaries; (ii) the relocation business owned and operated by Cendant Mobility Services Corporation and its Subsidiaries; and (iii) the Settlement Services business owned and operated by Cendant Settlement Services Group LLC and its Subsidiaries (it being understood that for all purposes of the NRT Mortgage Business, the Cendant Real Estate Services Division shall not include Century 21 Real Estate LLC, Coldwell Banker, ERA, and Sotheby’s International Realty Affiliates, Inc.).

“ Cendant Termination Event ” has the meaning set forth in Section 8.1 of the Operating Agreement.

“ Cessation Date ” has the meaning set forth in Section 12.04(b).

“ Coldwell Banker ” has the meaning set forth in the preamble of this Agreement.

“ Coldwell Banker Marks ” means the marks identified as “ Coldwell Banker Marks ” on Schedule A.

“ Control ” shall mean, with regard to any Person, the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative with the foregoing.

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“ Covered Books and Records ” has the meaning set forth in Section 6.01(a).

“ Customer ” means any Person who is referred to Licensee by any Brand Franchisee (with respect to the Franchisee Mortgage Business) or the Cendant Real Estate Division (with respect to the NRT Mortgage Business) and contacts Licensee whether in person or by mail, phone, via the Internet (including by electronic mail), or otherwise, or who is so contacted by Licensee, about the possibility of obtaining a Mortgage Loan through Licensee, or who otherwise obtains a Mortgage Loan from or through Licensee.

“ Damages ” shall mean any and all damages, disbursements, suits, claims, liabilities, obligations, judgments, fines, penalties, charges, amounts paid in settlement, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or related to this Agreement, and any interest charged by third parties on any of the foregoing.

“ Domain Names ” means the Internet domain names identified on Schedule A or such other Internet domain name containing a Mark approved in writing by Licensors from time to time pursuant to this Agreement.

“ Effective Date ” has the meaning set forth in the preamble of this Agreement.

“ ERA ” has the meaning set forth in the preamble of this Agreement.

“ ERA Marks ” means the marks identified as “ ERA Marks ” on Schedule A.

“ Fees ” has the meaning set forth in Section 5.01.

“ Franchisee Mortgage Business ” means providing mortgage services to the Customer that include counseling, efficient processing, origination, and servicing of Mortgage Loans on homes located in the Territory, which Mortgage Loans are sourced solely through the Brand Franchisees.

“ Governmental Entity ” means any court, administrative agency or commission, or other governmental authority or instrumentality.

“ Law ” means any order, writ, injunction, decree, judgment, ruling, law, decision, opinion, statute, rule, or regulation of any Governmental Entity, including, any federal, state, or local fair lending laws.

“ License ” has the meaning set forth in Section 2.01.

“ Licensee ” has the meaning set forth in the preamble of this Agreement.

“ Licensor ” means (i) TM Corp. with respect to all Marks, (ii) Coldwell Banker with respect to the Coldwell Banker Marks, and (iii) ERA with respect to the ERA Marks.

“ Marks ” means the service marks, trademarks, trade names, and real estate brand names (and corresponding applications and registrations) identified on Schedule A.

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“ Mortgage Business ” means the Franchisee Mortgage Business and, for the duration of the NRT Mortgage License, as set forth in Section 2.01(b) hereof, the NRT Mortgage Business.

“ Mortgage Lending Laws ” means any Law applicable to the (i) communication with, and marketing directed toward, Customers, (ii) application process for Mortgage Loans, (iii) Mortgage Pre-Approval Decision process described in the Operating Agreement, (iv) processing of Mortgage Loan applications, (v) communication to the Customer of a Mortgage Loan underwriting decision, and (vi) closing and funding of a Mortgage Loan as well as the preparation, execution, and delivery of Mortgage Loan Documents and Mortgage Loan Disclosures (as respectively defined in the Operating Agreement). Mortgage Lending Laws include the following: (i) the record keeping and reporting requirements of the Home Mortgage Disclosure Act (“ HMDA ”), (ii) the Real Estate Settlement Procedures Act and Regulation X (24 C.F.R. Part 3500), (iii) the Fair Housing Act, (iv) the Fair Credit Reporting Act, (v) the Flood Disaster Protection Act, (vi) the Truth-in-Lending Act and (Regulation Z), (vii) the National Housing Act, (viii) the Servicemen’s Readjustment Act, (ix) the Equal Credit Opportunity Act and (Regulation B), (x) any usury laws or regulations, and (xi) the Homeowner’s Protection Act.

“ Mortgage Loan ” means a mortgage loan (including a home equity line of credit) evidenced by one or more promissory notes and secured by a mortgage or deed of trust on one or more residential real estate properties.

“ Non-Renewal Put ” has the meaning set forth in Section 8.4 of the Operating Agreement.

“ Non-Renewal PHH Sale ” has the meaning set forth in Section 8.4 of the Operating Agreement.

“ NRT Mortgage Business ” means providing mortgage services to the Customer that include counseling, efficient processing, origination, and servicing of Mortgage Loans on homes located in the Territory, which Mortgage Loans are sourced solely through the Cendant Real Estate Services Division.

“ NRT Mortgage License ” has the meaning set forth in Section 2.01(b).

“ Offices ” has the meaning set forth in Section 4.02.

“ Operating Agreement ” means the Amended and Restated Limited Liability Company Operating Agreement of PHH LLC, dated as of January 31, 2005, as it may be amended from time to time.

“ Party ” or “ Parties ” has the meaning set forth in the preamble of this Agreement.

“ Person ” means any individual, general partnership, limited partnership, corporation, limited liability company, joint venture, trust, business trust, governmental agency, cooperative, association, or other entity, and the heirs, executors, administrators, legal representatives, successors, and assigns of such person, as the context may require.

“ PHH LLC ” means PHH Home Loans, LLC, a Delaware limited liability company.

“ Pipeline Loans ” shall mean all potential Mortgage Loans which are in one of various stages of loan origination, approval and processing at Licensee, but which, as of the time of consummation of a Cendant Put or Two Year Put, shall not have closed and funded.

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“ PHH Sale ” has the meaning set forth in Section 8.2 of the Operating Agreement.

“ PHH Termination Event ” has the meaning set forth in Section 8.3 of the Operating Agreement.

“ Prime Rate ” means, at any given time, the prime rate most recently reported by J.P. Morgan Chase, New York, New York (or any successor entity).

“ Purchase Right ” has the meaning set forth in Section 8.3 of the Operating Agreement.

“ Special Termination Put ” has the meaning set forth in Section 8.4 of the Operating Agreement.

“ SRA ” means the Strategic Relationship Agreement by and among Cendant Real Estate, PHH Corporation, Cendant Real Estate Services Venture Partner, Inc., Licensee, PHH Broker Partner Corporation, and PHH LLC, as it may be amended from time to time.

“ Sublicensees ” has the meaning set forth in Section 2.04.

“ Subsidiary ” means, when used with respect to any party, any corporation, partnership, limited liability company or other organization, whether incorporated or unincorporated, which is consolidated with such party for financial reporting purposes under generally accepted accounting principles in the United States.

“ Term ” has the meaning set forth in Section 12.01.

“ Territory ” means the United States and its territories and possessions.

“ Transitional Period ” has the meaning set forth in Section 12.04(b).

“ Two Year PHH Sale ” has the meaning set forth in Section 8.4 of the Operating Agreement.

“ Two Year Put ” has the meaning set forth in Section 8.4 of the Operating Agreement.

1.02      Interpretation . Each definition in this Agreement includes the singular and the plural. The words “include” or “including” when used in this Agreement shall mean “including, without limitation”. The word “or” shall not be exclusive. Except as otherwise stated, reference to Articles, Sections, Schedules and Exhibits means the Articles, Sections, Schedules and Exhibits of this Agreement. The Schedules and Exhibits are hereby incorporated by reference into and shall be deemed a part of this Agreement.

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ARTICLE II
LICENSE TO LICENSEE OF THE MARKS

2.01      Scope of License to Licensee .

(a)      During the Term and subject to the terms and conditions of this Agreement, Licensors hereby grant to Licensee a non-exclusive, non-assignable, non-transferable, non-sublicenseable (except as set forth in Section 2.04) right and license to use in the Territory the:

(i)      Marks as trademarks and service marks and in its trade or assumed name (but not corporate name,
except as set forth in Section 2.04); and

(ii)      Domain Names,

in connection solely with the offering of products and services (and the advertisement, promotion, and marketing of such products and services) in the Franchisee Mortgage Business and the NRT Mortgage Business (the “ License ”). Notwithstanding any other provision of this Agreement, the License with respect to the Cendant Marks shall be for ninety (90) days following the Effective Date (the “ Cendant Mark License ”), and immediately upon the end of such ninety (90) day period, the Cendant Mark License shall terminate and Licensee shall cease using the Cendant Marks as provided in Section 12.04(b)(i) – (v) with respect to cessation, removal, and destruction of the Cendant Marks.

(b)      Upon the commencement of the operation by PHH LLC of the NRT Mortgage Business, the License granted to Licensee with respect to the NRT Mortgage Business (the “ NRT Mortgage License ”) will automatically and immediately terminate, and the provisions of Sections 12.04 and 12.05 hereof shall automatically and immediately apply thereto.

2.02      Rights Reserved . For the avoidance of doubt, Licensors hereby reserve the right to use and grant others the right to use the Marks alone or in association with any other trademark, service mark, domain name, or name, as trademarks, service marks, domain names, and/or names for any purpose whatsoever.

2.03      Appearance of the Marks . The Marks may only be used under the License in the same manner, including in the same style, typeface, and graphic appearance, depicted on Schedule A. Notwithstanding any other provision of this Agreement, Licensee may not combine the Marks with any other trademark or service mark (including any logo, design, or symbol), domain name (except for the Domain Names), name, prefix or suffix, or any other modifying word or term or matter without Licensors’ prior written approval.

2.04       Sublicensing . The License includes the right of Licensee to grant a sublicense of the Marks solely to the companies listed on Exhibit B (“Sublicensees”) during the Term and solely for use in such Sublicensee’s corporate name as set forth on Exhibit B. Sublicensees shall have no right to sublicense the Marks to any other Person. Each Sublicensee’s use of the Marks shall be governed by all provisions contained in this Agreement applicable to Licensee. Licensee shall ensure that each Sublicensee complies with all such provisions of this

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Agreement, and any breach of any provision of this Agreement by any Sublicensee shall also be deemed a breach of this Agreement by Licensee.

2.05       Domain Names . Licensee acknowledges and agrees that any use of the Domain Names, including in connection with any website or other advertising or promotional materials (including electronic mail sent from an electronic mail address associated with the Domain Names) or other content available through the Domain Names, must comply with all restrictions in this Agreement relating to the Marks, to the extent applicable.

ARTICLE III
OWNERSHIP OF THE MARKS

3.01      Acknowledgme