0000950123-05-001209 Sample Contracts

TAX SHARING AGREEMENT by and among CENDANT CORPORATION and PHH CORPORATION
Tax Sharing Agreement • February 4th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

This Tax Sharing Agreement (this “Agreement”) is dated as of January 31, 2005, by and among Cendant Corporation, a Delaware corporation (“Cendant”), PHH Corporation, a Maryland corporation (“PHH”), and each PHH Affiliate that executes this Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article VII hereof.

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SEPARATION AGREEMENT between CENDANT CORPORATION and PHH CORPORATION
Separation Agreement • February 4th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

This Separation Agreement (this “Agreement”) is dated as of January 31, 2005, between CENDANT CORPORATION, a Delaware corporation (“Cendant”), and PHH CORPORATION, a Maryland corporation (“PHH,” and together with Cendant, each a “Party,” and together, the “Parties”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in ARTICLE V hereof.

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...
Strategic Relationship Agreement • February 4th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

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.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT PHH HOME LOANS, LLC January 31, 2005
Limited Liability Company Operating Agreement • February 4th, 2005 • Cendant Corp • Real estate agents & managers (for others) • New York

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, dated as of January 31, 2005 (this “Agreement”), of PHH Home Loans, LLC (the “Company”), a Delaware limited liability company, is by and between PHH Broker Partner Corporation, a Maryland corporation (the “PHH Member”), and Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the “Cendant Member”) and each Person (as hereinafter defined) subsequently admitted as a member of the Company (individually, a “Member” and, collectively, the “Members”).

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