Strategic Relationship Agreement

Exhibit 10.2

STRATEGIC RELATIONSHIP AGREEMENT

BY AND AMONG

CENDANT REAL ESTATE SERVICES GROUP, LLC,

CENDANT REAL ESTATE SERVICES VENTURE PARTNER, INC.,

PHH CORPORATION,

CENDANT MORTGAGE CORPORATION,

PHH BROKER PARTNER CORPORATION,

AND

PHH HOME LOANS, LLC


January 31, 2005

*The term " Confidential" indicates material that has been omitted and for which confidential treatment has been requested. All such omitted material has been filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.


Table of Contents ARTICLE I
DEFINITIONS
Section 1.1 Definitions 1 Section 1.2 Interpretation 10 ARTICLE II
EXCLUSIVITY; MARKETING
Section 2.1 Exclusivity; Marketing 11 Section 2.2 Termination of Exclusivity 11 Section 2.3 Marketing 12 Section 2.4 Variable Compensation 12 ARTICLE III
LOAN ORIGINATION
Section 3.1 Marketing 13 Section 3.2 Mortgage Loan Types 13 Section 3.3 Company Origination Channels 13 Section 3.4 Mortgage Loan Application Processing 16 Section 3.5 Underwriting Guidelines 17 Section 3.6 Degree of Care 17 Section 3.7 Mortgage Loan Closing 17 Section 3.8 Company Personnel 18 Section 3.9 Processors 18 Section 3.10 Access 18 Section 3.11 Maintenance of Licenses 19 Section 3.12 Record Keeping 19 Section 3.13 Legal and Regulatory Compliance 19 Section 3.14 Customer Fees and Charges 20 Section 3.15 Pricing Standards 20 Section 3.16 Service Standards 21


ARTICLE IV
REPRESENTATIONS AND WARRANTIES
Section 4.1 Representations 22 ARTICLE V
CENDANT REAL ESTATE COVENANTS
Section 5.1 Cendant Real Estate Trade Shows, Conferences and Conventions 23 Section 5.2 Offline Promotion to Consumers 24 ARTICLE VI
REAL ESTATE BROKERAGE AND SETTLEMENT SERVICES
Section 6.1 Exclusive Recommended Real Estate Broker 24 Section 6.2 Commercial Real Estate 24 Section 6.3 Settlement Services 24 Section 6.4 REO Services 25 ARTICLE VII
CUSTOMER DATA; PRIVACY REQUIREMENTS
Section 7.1 Customer Information 25 Section 7.2 Compliance with Privacy Requirements 25 ARTICLE VIII
CENDANT FRANCHISEES
Section 8.1 Mortgage Loan Types 27 Section 8.2 Origination Channels 27 Section 8.3 Mortgage Loan Application Processing 29 Section 8.4 Underwriting Guidelines 29 Section 8.5 Degree of Care 30 Section 8.6 Mortgage Loan Closing 30 Section 8.7 PMC Personnel 30 Section 8.8 Processors 31 Section 8.9 Maintenance of Licenses 31 Section 8.10 Legal and Regulatory Compliance 31 Section 8.11 Customer Fees and Charges 31

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Section 8.12 Surveys 32 Section 8.13 MSA Payments 32 ARTICLE IX
FUTURE CENDANT REAL ESTATE BROKERAGE ACQUISITIONS
Section 9.1 Subsequent Small Corps 32 ARTICLE X
NON-COMPETITION
Section 10.1 PHH Non-Compete 35 Section 10.2 No Mortgage Loan Solicitation by PHH 37 Section 10.3 Cendant Participation 37 ARTICLE XI
TERMINATION ASSISTANCE
Section 11.1 Termination Assistance Services 38 Section 11.2 Development of Transition Plan 40 Section 11.3 Post-Termination Assistance 40 ARTICLE XII
TERM AND TERMINATION
Section 12.1 Term 40 Section 12.2 SRA Termination Event 40 ARTICLE XIII
MISCELLANEOUS PROVISIONS
Section 13.1 PHH Guarantee 41 Section 13.2 Notice of Certain Events 42 Section 13.3 Indemnification 42 Section 13.4 Lawful Conduct; Severability; Release 43 Section 13.5 Confidential Treatment 43 Section 13.6 Expenses 43 Section 13.7 Confidentiality and No Personal Solicitation 44 Section 13.8 Entire Agreement 44 Section 13.9 Amendment 44

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Section 13.10 Binding Effect 45 Section 13.11 Negotiation and Mediation 45 Section 13.12 Governing Law 46 Section 13.13 Effect of Waiver or Consent 46 Section 13.14 Notices 46 Section 13.15 No Assignment 47 Section 13.16 Benefit of Parties Only 48 Section 13.17 No Joint Venture; Legal Entity 48 Section 13.18 Counterparts 48

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Index of Defined Terms Additional Services 40 Affiliate 1 Agreement 1 Applicable Requirements 2 Brand Franchisee 2 Cendant 2 Cendant Competitor 38 Cendant Customer 2 Cendant Employees 2 Cendant Entities 2 Cendant Indemnitees 44 Cendant Indemnitor 44 Cendant Member 1 Cendant Mobility 2 Cendant Mobility Broker Network 3 Cendant Mobility Office 3 Cendant Owned Real Estate Offices 3 Cendant Owned Real Estate Offices Tradenames 3 Cendant Real Estate 1 Cendant Real Estate Franchisee Brands 3 Cendant Real Estate Seller 34 Cendant Real Estate Services Division 3 Cendant Restricted Brands 3 Cendant Websites 3 Company 1 Company Loan Officers 17 Company Pricing 14 Competitor Data Point 21 Competitors 22 Content 4 CSSG 4 Cure Period 12 Customer 4 Customer Fees and Charges 4 Customer Information 15 Customer Payment 15 Customer Survey 22 Dispute 47 Disputing Party 47

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Domain Name 5 FHLMC 18 FNMA 18 Franchisee Customer 5 Franchisee Customer Survey 33 Franchisee Key Customer Question 34 Franchisee Key Referral Question 34 Franchisee Mortgage Content 29 Franchisee Referral Survey 33 Franchisee Surveys 33 Franchisee Telephone Lines 28 Guarantee 43 Guarantee Amount 15 HMDA 7 Hyperlink 6 Information Security Program 6 Interagency Guidelines 28 Internet 6 Internet Customer Payment 17 Key Customer Question 22 Key Referral Question 22 Losses 44 Managing Member 6 Mediation Request 47 Mortgage Content 16 Mortgage Lending Law 6 Mortgage Loan 7 Mortgage Loan Disclosure 7 Mortgage Loan Documents 7 Mortgage Loan Pricing 7 Mortgage Loan Types 7 MSA 7 Non-Competitive 22 Nonperformance Jurisdiction 12 NRT 7 Operating Agreement 7 Origination Channels 8 Other Origination Channels 13 Parties 1 Party 1 PHH 1 PHH Affiliates 43

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PHH Data Point 21 PHH Entities 8 PHH Indemnitees 44 PHH Indemnitor 44 PHH Member 1 PIMI Origination Channel 8 Pipeline Loans 43 PLS 26 PMC 1 PMC Mortgage Loan Types 8 PMC Pricing 28 PMC Underwriting Guidelines 31 Point of Sale Origination Channel 8 Pre-Approval Decision 9 Premier Agent Program 9 Pricing Occurrence 21 Pricing Ratio 22 Privacy Requirements 27 Private Label Business Channel 9 Programs 22 Purchase Price 34 Qualifying Target 34 Qualifying Target EBITDA Multiple 35 Qualifying Target Mortgage Business 34 Rates 21 Referral Agent 22 Referral Survey 22 Rules 47 Settlement Services 10 Small Corp Notification 34 Small Corps 10 SRA Termination Event 42 STARS 10 Survey Failure 23 Surveys 22 Telephone Lines 14 Termination Assistance Period 40 Termination Assistance Services 40 URL 10 Venture Underwriting Guidelines 18 Website 10 World Wide Web 11

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This STRATEGIC RELATIONSHIP AGREEMENT, dated as of January 31, 2005 (this " Agreement" ), is by and among Cendant Real Estate Services Group, LLC, a Delaware limited liability company (" Cendant Real Estate" ), Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the " Cendant Member" ), PHH Corporation, a Maryland corporation (" PHH" ), Cendant Mortgage Corporation, a New Jersey corporation (to be renamed " PHH Mortgage Corporation" ) (" PMC" ), PHH Broker Partner Corporation, a Maryland corporation (the " PHH Member" ) and PHH Home Loans, LLC, a Delaware limited liability company (the " Company" ). Each of Cendant Real Estate, the Cendant Member, PHH, PMC, the PHH Member and the Company is sometimes referred to herein as a " Party" and, collectively, as the " Parties ."

W I T N E S S E T H :

WHEREAS, the PHH Member and the Cendant Member formed the Company on November 3, 2004, for the principal purpose of originating and selling mortgage loans sourced through Cendant' s residential real estate brokerage and corporate relocations businesses and from employees of Cendant and its Subsidiaries, in accordance with the terms and provisions of this Agreement and the Operating Agreement; and

WHEREAS, this Agreement sets forth, among other things, certain matters related to the business relationship among the Parties.

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, intending to be legally bound, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions . As used in this Agreement, the following terms shall each have the meaning set forth in this Article (unless the context otherwise requires). All capitalized terms not otherwise defined herein shall have the meaning assigned to them in the Operating Agreement.

" Additional Services" has the meaning set forth in Section 11.1(b).

" 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 the Company 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.

" Applicable Requirements" means, as of the time of reference, collectively, (A) with respect to the Mortgage Loans, all of the following: (i) all contractual


obligations, including those contractual obligations contained in this Agreement, in any agreement with any investor or insurer or in the applicable Mortgage Loan; (ii) all applicable federal, state and local legal and regulatory requirements (including statutes, rules, administrative interpretations, regulations and ordinances), including all Mortgage Lending Laws; (iii) all other applicable requirements and guidelines of each investor, insurer, governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction; (iv) all other applicable judicial and administrative judgments, orders, stipulations, awards, writs and injunctions; and (v) the reasonable and customary mortgage origination practices of prudent mortgage lending institutions which make mortgage loans of the same type as the Mortgage Loans in the jurisdictions in which the related mortgaged properties are located; and (B) the Foreign Corrupt Practices Act of 1977, as amended.

" Brand Franchisee" means any residential real estate brokerage business that (i) operates under a Cendant Real Estate Franchisee Brand and (ii) is not owned by Cendant Real Estate or any of its Subsidiaries; provided , that the Parties acknowledge that the " Sotheby' s International Realty" brand may not be included in this definition for certain aspects of this Agreement.

" Cendant" means Cendant Corporation, a Delaware corporation.

" Cendant Competitor" has the meaning set forth in Section 10.1(c).

" Cendant Customer" means any customer of the Cendant Entities or any of their respective Subsidiaries; provided , however , that for purposes of this Agreement the term " Cendant Customer" shall not include any Brand Franchisee or any employee or independent sale associate thereof acting in such capacity.

" Cendant Employees" means, collectively, all U.S.-based employees of Cendant and its Subsidiaries.

" Cendant Entities" means, collectively, Cendant Real Estate and the Cendant Member.

" Cendant Indemnitees" has the meaning set forth in Section 13.3(a).

" Cendant Indemnitor" has the meaning set forth in Section 13.3(b).

" Cendant Member" has the meaning set forth in the preamble.

" Cendant Mobility" means Cendant Mobility Services Corporation, a Delaware Corporation.

" Cendant Mobility Broker Network" means the network of real estate brokers who have executed agreements with Cendant Mobility to assist customers of Cendant Mobility clients in acquiring or disposing of a home.

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" Cendant Mobility Office" means any office comprising part of Cendant' s corporate relocation business, including, without limitation, any office of Cendant Mobility or any of its Subsidiaries.

" Cendant Owned Real Estate Office" means any residential real estate brokerage office owned as of the date hereof or acquired or opened hereafter by Cendant Real Estate or one of its Subsidiaries, including, without limitation, NRT.

" Cendant Owned Real Estate Offices Tradenames" means, collectively, the real estate brand names or trade names owned or licensed as of the date hereof or acquired or licensed hereafter by Cendant Real Estate or one of its Subsidiaries under which the Cendant Owned Real Estate Offices operate, including those brand names and trade names listed in Exhibit A .

" Cendant Real Estate" has the meaning set forth in the preamble.

" Cendant Real Estate Franchisee Brands" means, collectively, the real estate brand names or trade names owned or licensed as of the date hereof or acquired or licensed hereafter by the franchisor Subsidiaries of Cendant Real Estate or one of its Subsidiaries, including those brand names and trade names listed in Exhibit B ; provided , that the Parties acknowledge that the " Sotheby' s International Realty" brand may not be included in this definition for certain aspects of this Agreement.

" Cendant Real Estate Services Division" means (i) the residential and commercial real estate brokerage business owned and operated by NRT and its Subsidiaries; (ii) the relocation business owned and operated by Cendant Mobility and its Subsidiaries; and (iii) the Settlement Services business owned and operated by CSSG and its Subsidiaries (it being understood that for all purposes of this Agreement, the Cendant Real Estate Services Division shall not include Century 21 Real Estate LLC, Coldwell Banker Real Estate Corporation, ERA Franchise Systems, Inc. and Sotheby' s International Realty Affiliates, Inc.).

" Cendant Restricted Brands" means the " Sotheby' s International Realty" trade name and any other real estate brand name or trade name that may be licensed or acquired by Cendant or any of its Subsidiaries but which has not been licensed to PMC or an Affiliate thereof pursuant to either the License Agreement or a similar agreement between Cendant or an Affiliate thereof, on the one hand, and PMC or an Affiliate thereof, on the other hand.

" Cendant Websites" means (i) all Websites operated by, or on behalf of, any of the Cendant Owned Real Estate Offices or the Cendant Mobility Offices and (ii) all Cendant Owned Real Estate Offices Tradename Websites and Cendant Real Estate Franchisee Brand Websites operated by Cendant Real Estate, Cendant Mobility, or a Subsidiary thereof, in either case through which inquiries or applications for Mortgage Loans may be made. For the avoidance of doubt, the term " Cendant Websites" shall not include any Website operated by, or on behalf of, any Brand Franchisee.

" Company" has the meaning set forth in the preamble.

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" Company Loan Officers" has the meaning set forth in Section 3.3(b)(i).

" Company Pricing" has the meaning set forth in Section 3.2(a).

" Competitor Data Point" has the meaning set forth in Section 3.15(a).

" Competitors" has the meaning set forth in Section 3.15(c)(ii).

" Content" means, with respect to any Person, all content which such Person has created or may hereafter create, has licensed or may hereafter license, or has acquired or may hereafter acquire, in any form and in any medium now known or hereafter developed, including: (a) art, audiovisual works, animations, cartoons, characters, choreography, compilations, collective works, computer software and programs, data, designs, emblems, films, film clips, graphics, images, illustrations, likenesses, literary works, logos, motion pictures, musical compositions, music videos, performances, photographs, pictorial works, songs, song lyrics, sound recordings, scripts, screenplays, templates, text, video recordings, copyrightable subject matter, works of authorship, trade secrets (including customer and vendor lists), and other proprietary rights; (b) all rights under copyright and moral rights associated with the foregoing; (c) all copyrightable derivative works, enhancements, improvements, modifications, updates, new releases or other revisions of the foregoing; (d) all publicity rights or privacy rights (or waivers or quitclaims thereof) of any person or entity, and (e) all rights corresponding to the foregoing throughout the world.

" CSSG" means Cendant Settlement Services Group LLC, a Delaware limited liability company.

" Cure Period" has the meaning set forth in Section 2.2(a).

" Customer" means any individual who contacts the Company, whether in person, by mail, phone, via the Internet (including by electronic mail), or otherwise, or who is so contacted by the Company, about the possibility of obtaining a Mortgage Loan through the Company, or who otherwise obtains a Mortgage Loan from or through the Company.

" Customer Fees and Charges" means, with respect to any Mortgage Loan, an amount equal to the sum of: (i) all reasonable charges or fees paid or incurred by the Mortgage Loan originator for taking the Mortgage Loan application, locking-in Mortgage Loan Pricing, surveys, title insurance premiums, appraisal fees, abstract and attorneys' fees, recording or registration charges, escrow fees, document preparation fees, credit report charges, tax service fees and similar charges, and all other reasonable and customary third-party charges for settlement services contracted for and permitted by applicable law related to the origination of a Mortgage Loan; and (ii) all origination and discount points or other similar amounts described in the Mortgage Loan Pricing for such Mortgage Loan.

" Customer Information" means any personally identifiable information or records in any form (written, electronic, or otherwise) relating to a Customer, including a

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Customer' s name, address, telephone number, electronic mail address, loan number, loan payment history, delinquency status, insurance carrier or payment information, tax amount or payment information, the fact that the Customer has a relationship with the Company or the Cendant Entities or the Brand Franchisees or their respective Affiliates and any other personally identifiable information.

" Customer Payment" has the meaning set forth in Section 3.3(a)(i)(C).

" Customer Survey" has the meaning set forth in Section 3.16(a).

" Dispute" has the meaning set forth in Section 13.11(a).

" Disputing Party" has the meaning set forth in Section 13.11(b).

" Domain Name" means the unique name that identifies an Internet site.

" FHLMC" has the meaning set forth in Section 3.5.

" FNMA" has the meaning set forth in Section 3.5.

" Franchisee Customer" means any customer of a Brand Franchisee that contacts PMC or an Affiliate thereof, whether in person, by mail, phone, via the Internet (including by electronic mail), or otherwise, or who is so contacted by PMC or such Affiliate, about the possibility of obtaining a Mortgage Loan through PMC or an Affiliate thereof, or who otherwise obtains a Mortgage Loan from or through PMC or an Affiliate thereof.

" Franchisee Customer Survey" has the meaning set forth in Section 8.12.

" Franchisee Key Customer Question" has the meaning set forth in Section 8.12.

" Franchisee Key Referral Question" has the meaning set forth in Section 8.12.

" Franchisee Mortgage Content" has the meaning set forth in Section 8.2(a)(ii)(A).

" Franchisee Referral Survey" has the meaning set forth in Section 8.12.

" Franchisee Surveys" has the meaning set forth in Section 8.12.

" Franchisee Telephone Lines" has the meaning set forth in Section 8.2(a)(i)(A).

" Guarantee" has the meaning set forth in Section 13.1(a).

" Guarantee Amount" has the meaning set forth in Section 3.3(a)(i)(C).

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" HMDA" has the meaning set forth in the definition of " Mortgage Lending Law."

" Hyperlink" means an electronic link providing direct access from one distinctively marked place in a World Wide Web page to another place in the same or a different World Wide Web page.

" Information Security Program" means the Company' s information security program to (i) insure the security and confidentiality of Customer Information, (ii) protect against any anticipated threats or hazards to the security or integrity of the Customer Information and (iii) protect against unauthorized access to or use of the Customer Information that could result in substantial harm or inconvenience to any Customer.

" Interagency Guidelines" has the meaning set forth in Section 7.2(b).

" Internet" means the electronic communications network that connects computer networks and organizational computer facilities around the world.

" Internet Customer Payment" has the meaning set forth in Section 3.3(a)(ii)(D).

" Key Customer Question" has the meaning set forth in Section 3.16(a).

" Key Referral Question" has the meaning set forth in Section 3.16(a).

" Losses" has the meaning set forth in Section 13.3(a).

" Managing Member" means the PHH Member or such other member as may replace the PHH Member as managing member pursuant to the Operating Agreement.

" Mediation Request" has the meaning set forth in Section 13.11(b).

" Mortgage Content" has the meaning set forth in Section 3.3(a)(ii)(A).

" Mortgage Lending Law" means any federal, state or local constitution, statute, rule, regulation, order or similar legal or regulatory requirement applicable to: the communication with, and marketing directed toward Mortgage Loan customers; the application process for Mortgage Loans; the Pre-Approval Decision process; the processing of Mortgage Loan applications; the communication to the customer of a Mortgage Loan underwriting decision; the closing and funding of a Mortgage Loan; and the preparation, execution and delivery of Mortgage Loan Documents and Mortgage Loan Disclosures. Mortgage Lending Laws include, but are not limited to, 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

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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.

" Mortgage Loan Disclosure" shall mean any disclosure, notice or other document or statement that, according to a Mortgage Lending Law, must be provided to a customer by or on behalf of the Person originating the Mortgage Loan in connection with the origination, closing and funding of a Mortgage Loan or an application for a Mortgage Loan.

" Mortgage Loan Documents" means the Mortgage Instruments, Mortgage Notes and Assignments.

" Mortgage Loan Pricing" means the interest rates, discount points, loan origination fees, loan application fee, closing costs and other associated cost elements for a Mortgage Loan.

" Mortgage Loan Types" means the various types of Mortgage Loans offered by the Company from time to time.

" MSA" shall have the meaning set forth in the Operating Agreement.

" Non-Competitive" has the meaning set forth in Section 3.15(b).

" Nonperformance Jurisdiction" has the meaning set forth in Section 2.2(a).

" NRT" means NRT Incorporated, a Delaware corporation.

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

" Origination Channels" means the PIMI Origination Channel, Point of Sale Origination Channel and the Other Origination Channels, together with any improvements made thereto from time to time.

" Other Origination Channels" has the meaning set forth in Section 3.1.

" Party" or " Parties" has the meaning set forth in the preamble.

" PHH" has the meaning set forth in the preamble.

" PHH Affiliates" has the meaning set forth in Section 13.1(a).

" PHH Data Point" has the meaning set forth in Section 3.15(a).

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" PHH Entities" means, collectively, PHH, PMC and the PHH Member.

" PHH Indemnitees" has the meaning set forth in Section 13.3(b).

" PHH Indemnitor" has the meaning set forth in Section 13.3(a).

" PHH Member" has the meaning set forth in the Preamble.

" PIMI Origination Channel" means the system of exclusive and dedicated toll-free telephone lines, Websites, World Wide Web pages, electronic mail addresses, or other means of remote electronic communication established from time to time to meet the Mortgage Loan needs of the Customers and Franchisee Customers.

" Pipeline Loans" has the meaning set forth in Section 12.2(c).

" PLS" has the meaning set forth in Section 6.3.

" PMC" has the meaning set forth in the preamble.

" PMC Mortgage Loan Types" means the various types of Mortgage Loans now or hereafter offered by PMC and its Affiliates.

" PMC Pricing" has the meaning set forth in Section 8.1.

" PMC Underwriting Guidelines" has the meaning set forth in Section 8.4.

" Point of Sale Origination Channel" means the system, including related software, hardware and other facilities (including Telephone Lines, Websites, World Wide Web pages, electronic mail addresses, or other means of communication) established from time to time to meet the Mortgage Loan needs of Customers through Company Loan Officers located in or near Cendant Owned Real Estate Offices and other field locations. The " Point of Sale Origination Channel" shall include the origination channel referred to as the " My Choice" origination channel whereby loan officers can take Mortgage Loan applications and submit them through the PIMI Origination Channel, or through processing systems used in the PIMI Origination Channel.

" Pre-Approval Decision" means the process by which (i) the Company or PMC, as the case may be, requests certain information from a Customer or Franchisee Customer, as the case may be, and, with such customer' s permission, obtains a credit report on such customer; (ii) the Company or PMC, as the case may be, analyzes the information provided by the Customer or Franchisee Customer, as the case may be, and the credit report and (iii) then advises the Customer or Franchisee Customer, as the case may be, whether or not it is likely that he or she will be approved for a Mortgage Loan and, if so, the maximum amount of such Mortgage Loan.

" Premier Agent Program" means a program sponsored by PMC whereby certain real estate agents whose real estate sales performances (based on buyer controlled sales, gross commission income and/or sales volume) reach a target level are invited (at

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their option) to participate in a program in which PMC provides certain resources, including telephone services (800 numbers and priority handling), personalized marketing materials and post-closing customer gifts.

" Pricing Occurrence" has the meaning set forth in Section 3.15(a).

" Pricing Ratio" has the meaning set forth in Section 3.15(b).

" Privacy Requirements" has the meaning set forth in Section 7.2(b).

" Private Label Business Channel" means PHH' s and its Affiliates' lending partners, the f ...