EX-10.82



 





Exhibit 10.82




Consent and Amendment




     THIS CONSENT AND AMENDMENT (this “Amendment”) is dated as of March 14, 2007, and is
between Realogy Real Estate Services Group, LLC, a Delaware limited liability company (formerly
Cendant Real Estate Services Group, LLC) (“Realogy Real Estate ”), Realogy Real Estate
Services Venture Partner, Inc., a Delaware corporation (formerly Cendant Real Estate Services
Venture Partner, Inc.) (the “Realogy Member”), PHH Corporation, a Maryland corporation
(“PHH”), PHH Mortgage Corporation, a New Jersey Corporation (formerly Cendant Mortgage
Corporation) (“PMC”), PHH Broker Partner Corporation, a Maryland corporation (the “PHH
Member”), TM Acquisition Corp., a Delaware corporation (“TM Corp.”), Coldwell Banker
Real Estate Corporation, a California corporation (“Coldwell Banker”), Sotheby’s
International Realty Affiliates, Inc., a Delaware corporation (“Sotheby’s”), ERA Franchise
Systems, Inc., a Delaware corporation (“ERA”), Century 21 Real Estate LLC, a Delaware
limited liability company (“Century 21”) and PHH Home Loans, LLC, a Delaware limited
liability company (the “Company”).



     WHEREAS, Realogy Real Estate, the Realogy Member, PHH, PMC, the PHH Member and the Company
have previously entered into the Strategic Relationship Agreement dated January 31, 2005 (the
“Strategic Relationship Agreement”);



     WHEREAS, the PHH Member and the Realogy Member have previously entered into the Amended and
Restated Limited Liability Company Operating Agreement dated January 31, 2005, as amended (the
“Operating Agreement”);



     WHEREAS, PMC and the Company have previously entered into the Management Services Agreement
dated March 31, 2006 (the “Management Services Agreement”, and together with the Operating
Agreement and the Strategic Relationship Agreement, the “Joint Venture Documents”);



     WHEREAS, TM Corp., Coldwell Banker, ERA and the Company have previously entered into the
Trademark License Agreement dated January 31, 2005 (the “Company License Agreement”);



     WHEREAS, TM Corp., Coldwell Banker, ERA and PMC have previously entered into the Trademark
License Agreement dated January 31, 2005 (the “PMC License Agreement”, and together with
the Company License Agreement, the “License Agreements”);



     WHEREAS, Coldwell Banker, Century 21, ERA, Sotheby’s and PMC have previously entered into a
Marketing Agreement dated January 31, 2005 (the “Marketing Agreement”, and together with
the Joint Venture Documents and the License Agreements, the “Relevant Documents”);



     WHEREAS, on July 31, 2006, Avis Budget Group, Inc. (formerly Cendant Corporation) completed
the spin-off (the “Realogy Spin-Off”) of its real estate services division into Realogy
Corporation, a Delaware corporation (“Realogy”), following which Realogy Real Estate and
the Realogy Member became direct or indirect wholly owned subsidiaries of Realogy;



     WHEREAS, PHH intends to enter into an Agreement and Plan of Merger (the “Merger
Agreement”) with General Electric Capital Corporation, a Delaware corporation (“GECC”)
and Jade Merger Sub, Inc., a Maryland corporation and a wholly owned subsidiary of GECC
(“Merger Sub”), pursuant to which GECC will become the sole shareholder of PHH pursuant to
a merger of Merger Sub with and into PHH (together with the transactions related thereto, the
“Merger”), with PHH as the surviving corporation (the “Surviving Corporation”);









 



2


     WHEREAS, GECC, Merger Sub and Pearl Mortgage Acquisition 2 L.L.C., a Delaware limited
liability company (“Acquisitionco”) intend to enter into a Sale and Purchase Agreement (the
“Mortgage Business Purchase Agreement”), pursuant to which GECC intends, immediately
following the Merger, to cause the Surviving Corporation to sell to Acquisitionco, among other
things, all of the outstanding shares of capital stock of PMC, following which PMC and the PHH
Member will be wholly owned subsidiaries of Acquisitionco (together with the transactions related
thereto, the “Mortgage Business Sale”);



     WHEREAS, pursuant to the Mortgage Business Purchase Agreement and the documents related
thereto, the Surviving Corporation will assign all of its rights and obligations under the
Strategic Relationship Agreement to Acquisitionco, as a result of which Acquisitionco will assume
and agree to be bound by and to perform all of the obligations and liabilities of the Surviving
Corporation under the Strategic Relationship Agreement (the “Assignment”);



     WHEREAS, at the time of the Closing of the Mortgage Business Sale, Acquisitionco will be a
wholly owned subsidiary of PHH Holding Corp., a Delaware corporation;



     WHEREAS, Realogy anticipates that the consummation of the Mortgage Business Sale could benefit
the Company;



     WHEREAS, each of the Relevant Documents may be amended by written agreement executed by all
the respective parties thereto;



     WHEREAS, pursuant to Section 13.15 of the Strategic Relationship Agreement, PHH is permitted
to assign all of its rights and obligations thereunder after obtaining the written consent of the
other parties thereto; and



     WHEREAS, the parties hereto desire to (i) consent to the Merger, the Mortgage Business Sale
and the Assignment, (ii) amend the Relevant Documents as provided herein and (iii) agree to take
certain other actions and to make certain other agreements with respect thereto.



     NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements
hereinafter contained, the parties hereby agree as follows:



     1. Consent. Realogy and the Realogy Member hereby consent to the Assignment. As
consideration for such Consent, Acquisitionco agrees to pay to Realogy a fee of $3.0 million upon
the consummation of the Mortgage Business Sale, which amount shall be payable by the transfer of
immediately available funds to such account as is designated by Realogy in writing at least two
business days prior to the anticipated closing date of the Mortgage Business Sale.



     2. Acknowledgement. The parties hereby acknowledge and agree that, notwithstanding
anything to the contrary contained in the Operating Agreement, neither the consummation of the
Merger nor the consummation of the Mortgage Business Sale shall constitute a Cendant Termination
Event (as defined in the Operating Agreement) or a Transfer (as defined in the Operating Agreement)
for purposes of any of the Relevant Documents, as applicable. The parties hereby further
acknowledge and agree that notwithstanding anything to the contrary contained in the Strategic
Relationship Agreement, Section 10.1(b) shall not apply to the Merger, and neither GECC nor any
Person that is an Affiliate of GECC immediately prior to the effective time of the Merger shall be
bound by the covenant contained in Section 10.1(a) from and after completion of the Merger.









 



3


     3. Amendments to the Relevant Documents. Effective as of immediately prior to the
closing of the Mortgage Business Sale:



     (i) Each of the Relevant Documents, as applicable, is hereby amended by replacing “PHH
Corporation” and the defined term “PHH” with “PHH Mortgage Holding Corp.” and “Holdco”,
respectively, wherever each such term appears , except as otherwise specified herein.



     (ii) Each of the Relevant Documents, as applicable, is hereby amended by replacing “Cendant”
with “Realogy” wherever it appears, except as otherwise specified herein.



     (iii) Each of the Relevant Documents, as applicable, is hereby amended by inserting the
following sentence after the definition of “Affiliate” contained therein: “Notwithstanding the
foregoing, no Person that, directly or indirectly, controls or is under common control with Holdco
(other than the Subsidiaries of Holdco, each of which shall constitute an Affiliate of Holdco for
purposes of this Agreement) shall be considered an Affiliate of Holdco or any of its Subsidiaries
for purposes of this Agreement.”



     (iv) Section 1.1 of both the Operating Agreement and the Strategic Relationship Agreement is
hereby amended by (a) deleting the definition of “Cendant” contained therein and inserting the
following definition: “Realogy “means Realogy Corporation, a Delaware corporation; and (b)
deleting the definition of “Cendant Mobility Office” contained therein and inserting the following
definition: “Cartus Office “means any office comprising part of Realogy’s corporate
relocation business, including, without limitation, any office of Cartus Corporation or any of its
Subsidiaries, whether owned as of the date hereof or acquired or opened hereafter by Cartus
Corporation or one of its Subsidiaries.



     (v) Section 1.1 of the Operating Agreement is hereby further amended by adding the following
text to the end of the definition of “Transfer”: “provided that Transfer shall not mean a pledge by
a Member of its Interest to one or more financial institutions as collateral security for the
indebtedness or other obligations of such Member or an Affiliate thereof, provided further that any
foreclosure on or other sale or transfer of any Interest in connection with any such pledge shall
constitute a Transfer.”



     (vi) Section 8.1(e) of the Operating Agreement is hereby amended and restated in its entirety
as follows: “(e) The occurrence of a PHH Change of Control involving any entity on the Cendant List
attached hereto as Schedule 8.1(e) .”



     (vii) Schedule 8.1(e) of the Operating Agreement is hereby amended and restated in its
entirety as set forth on Schedule 3(vii) hereto.



     (viii) Section 10.1(a) of the Operating Agreement is hereby amended by adding the following
sentence to the end of such section: “For the avoidance of doubt, nothing provided for in this
Section 10.1(a) is intended to prevent or otherwise prohibit the ability of any Member to pledge
its Interest to one or more financial institutions as collateral security for the indebtedness or
other obligations of such Member or an Affiliate thereof, provided that any foreclosure on or other
sale or transfer of any Interest in connection with any such pledge shall constitute a Transfer.”



     (ix) Section 10.1(b) of the Strategic Relationship Agreement is hereby amended and restated in
its entirety as follows: “(b) [Intentionally omitted].”



     (x) Exhibit 6.1 of the Management Services Agreement is hereby supplemented as follows:









 



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     The Minimum Calendar Year Fees for 2007 and thereafter shall be $15 million. The per loan fees
for General Administrative Services for 2007 and thereafter shall be the numbers agreed to at the
January 2007 Board of Advisors meeting as adjusted for inflation as contemplated in the Management
Services Agreement.



     (xi) Exhibit 7.1 of the Management Services Agreement is hereby supplemented as follows:



     The Minimum Calendar Year Fees for 2007 and thereafter shall be $10 million. The per loan fees
for IT Administrative Services for 2007 and thereafter shall be the numbers agreed to at the
January 2007 Board of Advisors meeting as adjusted for inflation as contemplated in the Management
Services Agreement.



     (xii) The addresses for notice set forth in Section 13.10 of the Operating Agreement are
hereby amended as follows:



     If to the PHH Member, addressed to:


PHH Broker Partner Corporation

3000 Leadenhall Road

Mt. Laurel, NJ 08054

Facsimile: (856) 917-0950

Attn: William F. Brown




     With a copy to:


PHH Mortgage Corporation

3000 Leadenhall Road

Mt. Laurel, NJ 08054

Facsimile: (856) 917-7295

Attn: William F. Brown




     If to the Realogy Member, addressed to:


Realogy Real Estate Services Venture Partner, Inc.

1 Campus Drive

Parsippany, NJ 07054

Facsimile: (973) 407-6685

Attn: C. Patteson Cardwell, IV




     With a copy to:


Realogy Corporation

1 Campus Drive

Parsippany, NJ 07054

Facsimile: (973) 407-6685

Attn: C. Patteson Cardwell, IV




     (xiii) The addresses for notice set forth in Section 13.14 of the Strategic Relationship
Agreement are hereby amended as follows:









 



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     If to a Realogy Entity, addressed to:


Realogy Corporation

1 Campus Drive

Parsippany, NJ 07054

Facsimile: (973) 407-6685

Attention: C. Patteson Cardwell, IV

Executive Vice President and General Counsel




     If to a PHH Entity or the Company, addressed to:


PHH Mortgage Corporation

3000 Leadenhall Road

Mail Stop ACC

Mt. Laurel, NJ 08054

Facsimile: (856) 917-0950

Attention: William F. Brown

Senior Vice President and General Counsel




     Copies of all notices hereunder shall be delivered to:


Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Facsimile: (212) 735-2000

Attention: Fred B. White III, Esq.




     4. Treatment of Certain Indebtedness. The Realogy Member hereby agrees to cause the
Realogy Advisors (as defined in the Operating Agreement as amended by this Amendment) to approve
such actions as are reasonably required to facilitate the refinancing or extension of the Company’s
existing indebtedness (on terms no less favorable in the aggregate to the Company or the Realogy
Member than the terms of such existing indebtedness) to the extent required or reasonably requested
by the PHH Member in connection with the Merger and the Mortgage Business Sale; provided that
Holdco agrees to compensate the Company for any expenses incurred by it in connection therewith
that would not have been incurred but for such refinancing or extension; and provided further that
in no event may any such refinancing or extension of the Company’s existing indebtedness include
covenants or other terms or otherwise be structured in a manner that has the effect of
disadvantaging the Company or its borrowing costs for the benefit of PMC or any of its Affiliates
or any of their respective businesses.



     5. Amendment to Marketing Agreement. Effective as of immediately after the closing of
the Mortgage Business Sale, the Marketing Agreement is hereby amended to (a) add as a private label
solution for the Sotheby’s International Realty brand the name “Domain Mortgage” and (b) provide
the manner in which the parties shall market and promote such brand name. As part of their
marketing efforts, the Brands (as defined in the Marketing Agreement) and PMC shall mutually agree
upon placement of Coldwell Banker Mortgage, Century 21 Mortgage and future mortgage brand contact
information and materials on the Brand websites, which placement shall be no less favorable than
front page placement similar to the placement of the ERA Mortgage contact information and materials
on the “ERA.com” website.









 



6

Effective immediately after the closing of the Mortgage Business Sale, Exhibit 2 of the Marketing
Agreement is hereby amended to provide that the Monthly Marketing Fee (as defined in the Marketing
Agreement) (a) shall be increased to $166,667.00 for each full calendar month remaining in 2007
from and after the closing date of the Mortgage Business Sale (and, if such closing occurs on the
first day of a month, including the month in which the closing occurs), it being understood and
agreed that, unless the closing date of the Mortgage Business Sale occurs on the first day of a
month, then the Monthly Marketing Fee payable by PMC in respect of the month in which the closing
date occurs also shall be increased to $166,667.00 on a pro-rated basis for that portion of the
month following the closing date, based upon the number of days remaining in such month following
the closing date, and (b) shall remain $166,667.00 for 2008 and for each year thereafter throughout
the term of the Marketing Agreement (for a total annual marketing fee of $2.0 million ).




     6. PMC License Agreement. Effective as of immediately after the closing of the
Mortgage Business Sale, the PMC License Agreement is hereby amended to provide that the quarterly
Fee payable pursuant to Section 5.01 of the PMC License Agreement shall be increased as follows:
(a) the Fee payable for each full calendar quarter remaining in 2007 from and after the closing
date of the Mortgage Business Sale shall be $1.0 million, it being understood and agreed that (i)
if the closing date of the Mortgage Business Sale is the first day of a calendar quarter, such
increased Fee shall be payable in respect of such calendar quarter, and (ii) unless the closing
date of the Mortgage Business Sale occurs on the first day of a calendar quarter, then the Fee
payable in respect of the calendar quarter in which the closing date occurs also shall be increased
to $1.0 million on a pro-rated basis for that portion of such calendar quarter following the
closing date, based upon the number of days remaining in such calendar quarter following the
closing date; (b) the Fee payable for each of the four calendar quarters in 2008 shall be $1.0
million (for a total annual Fee of $4.0 million); and (c) the Fee payable for each of the four
calendar quarters in 2009 and in each year thereafter throughout the term of the PMC License
Agreement shall be $1.75 million (for a total annual Fee of $7.0 million). After the date of this
Amendment, the parties may add one new brand to the PMC License Agreement without any further
increase in the Fees payable thereunder.



     7. Fair Market Value Analysis. Realogy Real Estate, the Realogy Member, PMC, the PHH
Member and Acquisitionco agree to jointly conduct, through a nationally recognized third party
expert mutually agreeable to the parties, an analysis to determine separate estimated valuation
ranges for the fair market value (expressed on a per annum basis) of the respective goods, services
and facilities (i) provided by Coldwell Banker, Century 21, ERA and Sotheby’s pursuant to the
Marketing Agreement and (ii) TM Corp., Coldwell Banker and ERA pursuant to the PMC License
Agreement, in each case as amended by this Amendment (the “FMV Analysis ”). The FMV
Analysis shall commence no later than March 31, 2007 and shall be completed no later than the
closing of the Mortgage Business Sale. The FMV Analysis shall be conducted pursuant to
methodologies reasonably satisfactory to such parties.


To the extent that the top end of the valuation range for the Marketing Agreement or the PMC
License Agreement as set forth in the FMV Analysis is less than the aggregate annual fees payable
under such agreement as amended pursuant to this Amendment, the parties agree to cause an amendment
to such agreement so that the aggregate annual fees payable under such agreement do not exceed the
top end of the valuation range for such agreement as set forth in the FMV Analysis, provided that
(i) to the extent that the top end of the valuation range for one of the Marketing Agreement and
the PMC License Agreement as set forth in the FMV Analysis is less than the aggregate annual fees
payable under such agreement as amended pursuant to this Amendment, and the top end of the
valuation range for the other agreement as set forth in the FMV Analysis exceeds the aggregate
annual fees payable under such agreement as amended pursuant to this Amendment, then the parties
shall cause an amendment of the latter agreement to increase the aggregate annual fees payable
thereunder, provided that (A) in no event shall the aggregate annual fees payable under such latter
agreement be increased to a level where they








 



7


would exceed the top end of the valuation range for such agreement as set forth in the FMV
Analysis, and (B) in no event shall the aggregate amount of the annual fees payable under both the
Marketing Agreement and the PMC License Agreement taken together, as so adjusted, exceed the
aggregate amount of the annual fees payable under such agreements as amended by this Amendment, and
(ii) to the extent that the top end of the valuation range for each of the Marketing Agreement and
the PMC License Agreement, as set forth in the FMV Analysis, is equal to or greater than the
aggregate annual fees payable under such agreement as amended pursuant to this Amendment, the
parties acknowledge and agree that no adjustment shall be made to the fees payable under either
agreement as amended by this Amendment. In any event, the parties agree to cooperate and work
together in good faith following the completion of the FMV Analysis with a view to implementing the
economic arrangements between the parties as reflected in this Amendment. The parties agree to
evenly share in the cost of the FMV Analysis. The parties agree that any adjustments in fees based
on a FMV Analysis shall be conditioned upon the consummation of the closing of the Mortgage
Business Sale.




     8. SourceCorp Agreement. Prior to the closing of the Mortgage Business Sale, PMC shall
enter into a new Master Services Agreement with SourceCorp BPS Inc. in the form attached hereto
as Schedule 8 .



     9. No Implied Amendments. Except as herein provided, the Relevant Documents shall
remain in full force and effect and are ratified in all respects. On and after the effectiveness of
this Amendment, each reference in the Relevant Documents to “this Agreement,” “hereunder,”
“hereof,” “herein,” or words of like import, and each reference to the applicable Relevant Document
in any other agreements, documents or instruments executed and delivered pursuant to such Relevant
Document, shall mean and be a reference to such Relevant Document, as amended by this Amendment.



     10. Termination. This Amendment shall terminate and be void upon the termination of
the Merger Agreement or the termination of the Mortgage Business Purchase Agreement.



     11. Counterparts. This Amendment may be executed in several counterparts, each of
which will be deemed an original but all of which will constitute one and the same.



     12. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAWS RULES THEREOF, AND THE OBLIGATIONS,
RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. Any
legal suit, action or proceeding against any of the parties hereto arising out of or relating to
this Amendment shall only be instituted in any federal or state court in New York, New York,
pursuant to Section 5-1402 of the New York General Obligations Law, and each Party hereby
irrevocably submits to the exclusive jurisdiction of any such court in any such suit, action or
proceeding. The parties hereby agree to venue in such courts and hereby waive, to the fullest
extent permitted by law, any claim that any such action or proceeding was brought in an
inconvenient forum. Each of the parties hereby irrevocably waives all right to trial by jury in any
action, proceeding or counterclaim arising out of or relating to this Amendment.



     13. Entire Agreement; Assignment. This Amendment (including the Schedules hereto)
together with the Relevant Documents and the other agreements, documents or instruments executed
and delivered in connection with or pursuant to such Relevant Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and supersede all prior
agreements, understandings and undertakings, both written and oral, among the parties, or any of
them, with respect to the subject matter hereof. Neither this Amendment nor any of the rights,
interests or obligations under this Amendment shall be assigned or delegated, in whole or in part,
by operation of law or otherwise by









 



8



any of the parties without the prior written consent of the other parties and any assignment in
violation of this Amendment shall be void.



     14. Amendment. This Amendment may be amended by the parties hereto (including
Acquisitionco) by action taken by or on behalf of their respective boards of directors or board of
advisors, as the case may be, at any time prior to the effective time of the Merger. This Amendment
may not be amended except by an instrument in writing signed by the parties hereto.



     15. Representations. Each of the Realogy Entities hereby represents and warrants to
each of the PHH Entities, and each of the PHH Entities hereby represents and warrants to each of
the Realogy Entities, that each of the representations and warranties set forth in Sections 4.1(a),
(b) and (c) of the Strategic Relationship Agreement are true and correct as of the date hereof as
if made with respect to this Amendment and the Agreement as amended thereby.



[Remainder of page intentionally left blank.]










 








     IN WITNESS WHEREOF, the parties hereto have executed this Amendment, effective as of the date
first written above.



	 	 	 	 	 
	 	REALOGY REAL ESTATE SERVICES GROUP, LLC

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 



	 	 	 	 	 
	 	REALOGY REAL ESTATE SERVICES VENTURE
PARTNER, INC.

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 



	 	 	 	 	 
	 	PHH CORPORATION

 	 
	 	By:  	/s/  Terence W. Edwards
 	 
	 	 	Name:  	Terence W. Edwards 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 









 





	 	 	 	 	 
	 	PHH MORTGAGE CORPORATION

 	 
	 	By:  	/s/  Terence W. Edwards
 	 
	 	 	Name:  	Terence W. Edwards 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	PHH BROKER PARTNER CORPORATION

 	 
	 	By:  	/s/  Terence W. Edwards
 	 
	 	 	Name:  	Terence W. Edwards 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	PHH HOME LOANS LLC

 	 
	 	By:  	/s/  Terence W. Edwards
 	 
	 	 	Name:  	Terence W. Edwards 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	TM ACQUISITION CORP.

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 











 





	 	 	 	 	 
	 	COLDWELL BANKER REAL ESTATE CORPORATION

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 



	 	 	 	 	 
	 	ERA FRANCHISE SYSTEMS, INC.

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 



	 	 	 	 	 
	 	CENTURY 21 REAL ESTATE CORPORATION

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 



	 	 	 	 	 
	 	SOTHEBY’S INTERNATIONAL AFFILIATES, INC.

 	 
	 	By:  	/s/  C. Patterson Cardwell, IV
 	 
	 	 	Name:  	C. Patterson Cardwell, IV 	 
	 	 	Title:  	EVP & General Counsel 	 
	 




	 	 	 	 	 
	Agreed to and Acknowledged as of this	 	 
	14th day of March, 2007:	 	 
	 
	 	 	 	 
	PEARL MORTGAGE ACQUISITION 2 L.L.C.	 	 
	 
	 	 	 	 
	By:

	 	/s/ Matthew S. Kabaker	 	 
	 

	 	 	 	 
	 

	 	Name: Matthew S. Kabaker	 	 
	 

	 	Title: Vice President	 	 






[Realogy Consent and Amendment]