Intercreditor Agreement, dated as of September 28, 2009



 Exhibit 10.6 
 EXECUTION VERSION 
 INTERCREDITOR AGREEMENT 

Intercreditor Agreement (this “Agreement”), dated as of September 28, 2009, among JPMorgan Chase Bank, N.A., as
Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Priority Representative”) for the First Priority Secured Parties (as defined below), Wilmington Trust
Company, as Second Lien Collateral Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “Second Priority Representative”) for the Second Priority Secured Parties (as defined below),
REALOGY CORPORATION (the “Borrower”) and each of the other Loan Parties (as defined below) party hereto. 
 WHEREAS, the Borrower, Domus Intermediate Holdings Corp. (“Holdings”), the First Priority Representative and certain financial institutions and other entities are parties to the Credit Agreement dated as of April 10,
2007, as amended or modified by the Incremental Assumption Agreement (as defined below) and as further amended, modified and supplemented from time to time (the “Existing Credit Agreement”; capitalized terms used in this Agreement
and not otherwise defined herein shall have the respective meanings assigned thereto in the Existing Credit Agreement), pursuant to which such financial institutions and other entities have made and have agreed to make loans and extend other
financial accommodations to the Borrower; and 
 WHEREAS, the Borrower, Holdings and certain financial institutions and other
entities are parties to the Incremental Assumption Agreement dated as of September 28, 2009, as amended, modified and supplemented from time to time (the “Incremental Assumption Agreement”), pursuant to which such financial
institutions and other entities have agreed to make loans to the Borrower; and 
 WHEREAS, the Borrower and the other Loan
Parties have granted and propose to grant to the First Priority Representative security interests in the Common Collateral as security for payment and performance of the First Priority Obligations; and 
 WHEREAS, the Borrower and the other Loan Parties propose to grant to the Second Priority Representative junior security interests in the
Common Collateral as security for payment and performance of the Second Priority Obligations; and 
 WHEREAS, it is a condition
precedent to the making of the Second Priority Term Loans by the Second Priority Creditors, and to the obligations of the First Priority Creditors to continue to make their respective extensions of credit from time to time to the Borrower under the
Existing Credit Agreement that the parties hereto shall have executed and delivered this Agreement for the purpose of setting forth the relative priority of the liens created by the First Priority Security Documents and the Second Priority Security
Documents (as such terms are hereinafter defined) in respect of the exercise of the rights and remedies and priorities in respect of the Common Collateral and the application of proceeds thereof; and 







 NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein contained
and other good and valuable consideration, the existence and sufficiency of which are expressly recognized by all of the parties hereto, the parties agree as follows: 
 SECTION 1. Definitions. 
 1.1 Defined Terms. The
following terms, as used herein, have the following meanings: 
 “Additional First Priority Agreement” means
any agreement permitted to be designated as such by the First Priority Agreement and the Second Priority Agreement. 
 “Additional Second Priority Agreement” means any agreement permitted to be designated as such by the First Priority Agreement and the Second Priority Agreement. 
 “Agreement” has the meaning set forth in the introductory paragraph hereof. 
 “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

 “Borrower” has the meaning set forth in the introductory paragraph hereof. 
 “Cash Management Obligations” means, with respect to any Loan Party or any other Subsidiary of the Borrower, any
obligations of such Loan Party or Subsidiary owed to any First Priority Secured Party (or any of its affiliates) in respect of overdrafts and related liabilities or arising from treasury, depositary or other cash management services and facilities
(including, but not limited to, intraday, ACH and purchasing card/T&E services) or arising from any automated-clearing-house transfers of funds or from other transactions or arrangements referred to in Section 6.01(w) of the Existing Credit
Agreement. 
 “Common Collateral” means all assets that are both First Priority Collateral and Second Priority
Collateral. 
 “Comparable Second Priority Security Document” means, in relation to any Common Collateral
subject to any First Priority Security Document, the applicable Second Priority Security Document that creates a security interest in such Common Collateral, granted by the same Loan Party, as applicable. 
 “DIP Financing” has the meaning set forth in Section 5.2. 
 “Enforcement Action” means, with respect to the First Priority Obligations or the Second Priority Obligations, the exercise
of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedies with respect to the Common Collateral under, as applicable, the First
Priority Documents or the Second Priority Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment, and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial
Code of any applicable jurisdiction or under the Bankruptcy Code. 
  

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 “Existing Credit Agreement” has the meaning set forth in the first WHEREAS
clause of this Agreement. 
 “First Priority Agreement” means the collective reference to (a) the Existing
Credit Agreement with respect to any Loans (other than the Second Priority Term Loans or any Loans secured on a pari passu with, or on a junior basis to, such Second Priority Term Loans), (b) any Additional First Priority Agreement and
(c) any other credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend,
increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time the indebtedness and other obligations
outstanding under the Existing Credit Agreement that are subject to a First Priority Lien, any Additional First Priority Agreement or any other agreement or instrument referred to in this clause (c) unless such agreement or instrument expressly
provides that it is not intended to be and is not a First Priority Agreement hereunder (a “Replacement First Priority Agreement”). Any reference to the First Priority Agreement hereunder shall be deemed a reference to any First
Priority Agreement then extant, as amended, modified and supplemented from time to time. 
 “First Priority
Collateral” means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Priority Secured Party as security for any First Priority
Obligation. 
 “First Priority Collateral Agreement” means the Guarantee and Collateral Agreement, dated as of
April 10, 2007, among Holdings, the Borrower, the grantors party thereto and the First Priority Representative, as amended, modified and supplemented from time to time. 
 “First Priority Creditors” means with respect to (i) the Existing Credit Agreement, “Lenders” with respect
to the Term B Loans and the Revolving Facility Loans, “Incremental Revolving Facility Lenders” with respect to Loans secured on a pari passu basis with the Term B Loans, “Incremental Term Lenders” with respect to Loans
secured on a pari passu basis with the Term B Loans and “Synthetic L/C Lenders”, “Swingline Lender”, “Issuing Bank” and “Administrative Agent” as such terms are defined in the Existing Credit Agreement,
(ii) any other First Priority Agreement, the “Lenders”, “Swingline Lender”, “Issuing Bank” and “Administrative Agent” as such terms are defined in such other First Priority Agreement and (iii) any
First Priority Agreement, any Persons that are designated under such First Priority Agreement as the “First Priority Creditors” for purposes of this Agreement or that are otherwise Secured Parties (as defined in the First Priority
Collateral Agreement) with a First Priority Lien. 
 “First Priority Documents” means the First Priority
Agreement, each First Priority Security Document and each First Priority Guarantee. 
 “First Priority
Guarantee” means any guarantee by any Loan Party of any or all of the First Priority Obligations. 
 “First
Priority Lien” means any Lien created by the First Priority Security Documents. 
  

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 “First Priority Obligations” means (a) with respect to the Existing
Credit Agreement, all “Loan Obligations” of each Loan Party (as defined in the First Priority Collateral Agreement) that are secured by a First Priority Lien and (b) with respect to each other First Priority Agreement, (i) all
principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to the First Priority Agreement, (ii) all reimbursement obligations (if
any) and interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the First Priority Agreement, (iii) all Hedging Obligations, (iv) all Cash
Management Obligations, (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the First Priority Documents and (vi) any obligations of any Loan Party under or in respect of any Replacement
First Priority Agreement. To the extent any payment with respect to any First Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or otherwise) is declared to be a fraudulent
conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any Second Priority Secured Party, any receiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall,
for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. 
 “First Priority Obligations Payment Date” means the first date on which (a) the First Priority Obligations (other than
those that constitute Unasserted Contingent Obligations) have been paid in full (or cash collateralized or defeased in accordance with the terms of the First Priority Documents), (b) all commitments to extend credit under the First Priority
Documents have been terminated, (c) there are no outstanding letters of credit or similar instruments issued under the First Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the
First Priority Documents), and (d) the First Priority Representative has delivered a written notice to the Second Priority Representative stating that the events described in clauses (a), (b) and (c) have occurred to the satisfaction
of the First Priority Secured Parties, which notice shall be delivered by the First Priority Representative promptly after the occurrence of the events described in clauses (a), (b) and (c). 
 “First Priority Representative” has the meaning set forth in the introductory paragraph hereof. In the case of any
Replacement First Priority Agreement, the First Priority Representative shall be the Person identified as such in such Agreement. 
 “First Priority Secured Parties” means the First Priority Representative, the First Priority Creditors and any other holders of the First Priority Obligations. 
 “First Priority Security Documents” means the First Priority Collateral Agreement, each of the security agreements executed
and delivered pursuant to any First Priority Agreement and the security agreements and other instruments and documents executed and delivered pursuant to the First Priority Collateral Agreement or pursuant to Section 5.09 of the Existing Credit
Agreement in order to satisfy the Collateral and Guarantee Requirement, and to cause the Collateral and Guarantee Requirement to be and remain satisfied, with respect to the First Priority Creditors. 
 “Hedging Obligations” means, with respect to any Loan Party or a Subsidiary of a Loan Party, any obligations of such Loan
Party or Subsidiary of a Loan Party owed to any First Priority Creditor (or any of its affiliates) in respect of any commodity, interest rate or currency swap, cap, floor, collar, forward agreement or other exchange or protection agreement or other
Swap Agreement any option with respect to any such transaction. 
  

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 “Holdings” has the meaning set forth in the first WHEREAS clause of this
Agreement. 
 “Incremental Assumption Agreement” has the meaning set forth in the second WHEREAS clause of this
Agreement. 
 “Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up,
receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

 “Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any
agreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). 
 “Loan Party” means the Borrower and each direct or indirect subsidiary, affiliate or shareholder (or equivalent) of the Borrower or any of its affiliates that is now or hereafter becomes a party to any First Priority
Document or Second Priority Document; provided, however, that any Loan Party which is not organized under the laws of the United States of America or any state thereof or the District of Columbia and is not required to be a party to
any Second Priority Document shall not be considered a Loan Party hereunder. All references in this Agreement to any Loan Party shall include such Loan Party as a debtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency
Proceeding. 
 “Permitted Junior Priority Obligations” means any obligations incurred by the Borrower or any
other Loan Party which are secured by a lien on the Common Collateral that is junior in priority to both of the First Lien Obligations and the Second Lien Obligations and designated by the Borrower as “Permitted Junior Priority
Obligations”, to the extent permitted pursuant to the terms of the First Priority Documents and Second Priority Documents. 
 “Person” means any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or
instrumentality thereof. 
 “Post-Petition Interest” means any interest or entitlement to fees or expenses or
other charges that accrues after the commencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding. 
 “Replacement First Priority Agreement” has the meaning set forth in the definition of “First Priority Agreement”. 
  

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 “Second Priority Agreement” means the collective reference to (a) the
Existing Credit Agreement with respect to the Second Priority Term Loans and any Incremental Term Loans secured on a pari passu basis with the Second Priority Term Loans, (b) any Additional Second Priority Agreement and (c) any
other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase,
renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time (i) the Second Priority Term Loans or
(ii) any indebtedness and other obligations outstanding under (x) the Existing Credit Agreement that is secured pari passu with the Second Priority Term Loans, (y) any Additional Second Priority Agreement or (z) any other
agreement or instrument referred to in this clause (c). Any reference to the Second Priority Agreement hereunder shall be deemed a reference to any Second Priority Agreement then extant. 
 “Second Priority Collateral” means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan
Party, in which a Lien is granted or purported to be granted to any Second Priority Secured Party as security for any Second Priority Obligation. 
 “Second Priority Collateral Agreement” means the Second Lien Guarantee and Collateral Agreement, dated as of the date hereof, among Holdings, the Borrower, the grantors party thereto, and
the Second Priority Representative, as amended, modified and supplemented from time to time. 
 “Second Priority
Creditors” means the “Second Lien Term Lenders” and “Second Lien Collateral Agent” as such terms are defined in the Incremental Assumption Agreement, or any Persons that are designated under the Second Priority Agreement
as the “Second Priority Creditors” for purposes of this Agreement or that are otherwise “Secured Loan Parties” (as defined in the Second Priority Collateral Agreement) with a Second Priority Lien. 
 “Second Priority Documents” means each Second Priority Agreement, each Second Priority Security Document and each Second
Priority Guarantee. 
 “Second Priority Guarantee” means any guarantee by any Loan Party of any or all of the
Second Priority Obligations. 
 “Second Priority Lien” means any Lien created by the Second Priority Security
Documents. 
 “Second Priority Obligations” means (a) with respect to the Existing Credit Agreement, all
“Secured Obligations” of each Loan Party as defined in the Second Priority Collateral Agreement and (b) with respect to each other Second Priority Agreement, (i) all principal of and interest (including without limitation any
Post-Petition Interest) and premium (if any) on all indebtedness under the Second Priority Agreement, and (ii) all guarantee obligations, fees, expenses (including, without limitation, reasonable fees, expenses and disbursements of agents,
professional advisers and counsel) and other amounts payable from time to time pursuant to (x) the Existing Credit Agreement with respect to the Second Priority Term Loans and any Incremental Term Loans secured on a pari passu basis with
the Second Priority Term Loans and (y) each other Second Priority Document, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any Second Priority Obligation (whether by or on
behalf of any Loan Party, as proceeds of security, enforcement of any right of setoff or

  

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otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Priority Secured Party, receiver or
similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Priority Secured Parties and the Second Priority Secured Parties, be deemed
to be reinstated and outstanding as if such payment had not occurred. 
 “Second Priority Representative” has
the meaning set forth in the introductory paragraph hereof, but shall also include any Person identified as a “Second Priority Representative” in any Second Priority Agreement other than the Existing Credit Agreement. 
 “Second Priority Secured Parties” means the Second Priority Representative, the Second Priority Creditors and any other
holders of the Second Priority Obligations. 
 “Second Priority Security Documents” means the “Second Lien
Security Documents” as defined in the Existing Credit Agreement and any documents that are designated under the Second Priority Agreement as “Second Priority Security Documents” for purposes of this Agreement. 
 “Second Priority Term Loans” means the “Second Lien Term Loans” as defined in the Incremental Assumption
Agreement. 
 “Secured Parties” means the First Priority Secured Parties and the Second Priority Secured
Parties. 
 “Subsidiary” has the meaning set forth in the First Priority Agreement. 
 “Unasserted Contingent Obligations” shall mean, at any time, First Priority Obligations for taxes, costs, indemnifications,
reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First Priority Obligation and (b) contingent reimbursement obligations in respect
of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand for payment (whether oral or written) has been made (and, in the case of First Priority
Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time. 
 “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the applicable jurisdiction. 
 1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be
construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include

  

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such Person’s successors or permitted assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer
to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections shall be construed to refer to Sections of this Agreement and (v) the words “asset” and “property”
shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 SECTION 2. Lien Priorities. 
 2.1 Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any Second Priority Secured Party securing the Second Priority Obligations,
regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of the First Priority
Secured Parties securing the First Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any Second Priority Secured Party may now or hereafter be a party, and regardless of the time,
order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrances or any defect or deficiency or alleged defect or
deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code, any applicable law or any First Priority Document or Second Priority Document or any other circumstance whatsoever and (iii) the fact that any such
Liens in favor of any First Priority Secured Party securing any of the First Priority Obligations are (x) subordinated to any Lien securing any obligation of any Loan Party other than the Second Priority Obligations or (y) otherwise
subordinated, voided, avoided, invalidated or lapsed. 
 (b) No First Priority Secured Party or Second Priority Secured Party
shall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interest
in the Common Collateral granted to the other. Notwithstanding any failure by any First Priority Secured Party or Second Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance, invalidation or
subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Priority Secured Parties or the Second Priority Secured Parties, the priority and rights as between the First
Priority Secured Parties and the Second Priority Secured Parties with respect to the Common Collateral shall be as set forth herein. 
 2.2 Nature of First Priority Obligations. The Second Priority Representative on behalf of itself and the other Second Priority Secured Parties acknowledges that a portion of the First Priority Obligations represents debt that is
revolving in nature and that the amount thereof that may be outstanding at any time or from time to time may be increased or reduced and subsequently reborrowed, and that the terms of the First Priority Obligations may be modified, extended or
amended from time to time, and that the aggregate amount of the First Priority Obligations may be increased, replaced or refinanced, in each event, without notice to or consent by the Second Priority Secured Parties and without affecting the
provisions hereof. The lien priorities provided in Section 2.1 shall not be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or
refinancing of either the First Priority Obligations or the Second Priority Obligations, or any portion thereof. 
  

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 2.3 Agreements Regarding Actions to Perfect Liens. (a) The Second Priority
Representative on behalf of itself and the other Second Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filed or recorded on behalf of the Second Priority
Representative shall be in form satisfactory to the First Priority Representative; provided, that, the Second Priority Representative shall not be responsible for the filing, form, content or renewal of such UCC financing statements,
patent, trademark or copyright filings or other filings or recordings. 
 (b) The Second Priority Representative agrees on
behalf of itself and the other Second Priority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments (collectively, “mortgages”) now or hereafter filed against real property in favor of or for the benefit
of Wilmington Trust FSB, as agent of the Second Priority Representative and the other Second Priority Secured Parties shall be in form satisfactory to the First Priority Representative and shall contain the following notation: “The lien created
by this mortgage on the property described herein is junior and subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Priority Representative, and its successors
and assigns, in such property, in accordance with the provisions of the Intercreditor Agreement dated as of September 28, 2009 among JPMorgan Chase Bank, N.A., as Administrative Agent, Wilmington Trust Company, as Second Lien Collateral Agent,
Realogy Corporation, as the Borrower, and the other Loan Parties referred to therein, as amended from time to time.” For the avoidance of doubt, the Second Priority Representative shall not be responsible for the filing, form, content or
renewal of such mortgage. 
 (c) The First Priority Representative hereby acknowledges that, to the extent that it holds, or a
third party holds on its behalf, physical possession of or “control” (as defined in the Uniform Commercial Code) over Common Collateral pursuant to the First Priority Security Documents, such possession or control is also for the benefit
of, and the First Priority Representative or such third party holds such possession or control as bailee and agent for, the Second Priority Representative and the other Second Priority Secured Parties solely to the extent required to perfect their
security interest in such Common Collateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). The First Priority
Representative agrees that, in addition to acting on behalf of the First Priority Secured Parties under the First Priority Documents, it is acting as a representative of the Second Priority Representative with respect to any UCC-1 financing
statements filed by it with respect to the Second Priority Documents (with it being agreed and acknowledged that the First Priority Representative shall in no event have or owe any duty or obligation to any Second Priority Secured Party as a result
thereof; provided, that, the Second Priority Representative shall not be responsible for the filing, form, content or renewal of such UCC financing statements). Nothing in the preceding sentences shall be construed to impose any duty
on the First Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the Second Priority Representative or any other Second Priority Secured Party with any rights with respect to such
Common Collateral beyond those specified in this Agreement and the Second Priority Security Documents, provided that subsequent to the occurrence of the First Priority Obligations Payment Date, the First Priority Representative shall
(i) deliver to the Second Priority Representative, at the Borrower’s sole cost and expense, the Common Collateral in its possession or control together with any necessary endorsements to the extent required by the Second Priority Documents
or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, and provided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as
between the First Priority Secured Parties and the Second Priority Secured Parties and shall not impose on the First Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would
conflict with prior perfected Liens or any claims thereon in favor of any other Person that is not a Secured Party. 
  

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 2.4 No New Liens. So long as the First Priority Obligations Payment Date has not
occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any Second Priority Obligation if these same assets are not subject to, and
do not become subject to, a Lien securing the First Priority Obligations and (b) if any Second Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securing any Second Priority Obligation which assets are not
also subject to a First Priority Lien, then the Second Priority Representative, upon demand by the First Priority Representative, will without the need for any further consent of any other Second Priority Secured Party, notwithstanding anything to
the contrary in any other Second Priority Document either (i) release such Lien or (ii) assign it to the First Priority Representative as security for the First Priority Obligations (in which case the Second Priority Representative may
retain a junior lien on such assets subject to the terms hereof). To the extent that the foregoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Priority Secured Parties, the
Second Priority Representative and the other Second Priority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to
Section 4.1. 
 SECTION 3. Enforcement Rights. 
 3.1 Exclusive Enforcement. Until the First Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding
has been commenced by or against any Loan Party, the First Priority Secured Parties shall have the sole and exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent
of any Second Priority Secured Party, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Priority Documents, the First Priority Representative
and the other First Priority Secured Parties may take and continue any Enforcement Action with respect to the First Priority Obligations and the Common Collateral in such order and manner as they may determine in their sole discretion. 

3.2 Standstill and Waivers. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties,
agrees that, until the First Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1: 
 (a) they will not take or cause to be taken any Enforcement Action; 
 (b) they will not take or cause to be taken any
action, the purpose or effect of which is to make any Lien in respect of any Second Priority Obligation pari passu with or senior to, or to give any Second Priority Secured Party any preference or priority relative to, the Liens with respect
to the First Priority Obligations or the First Priority Secured Parties with respect to any of the Common Collateral; 
 (c)
they will not contest, oppose, object to, interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange,
transfer or other disposition of the Common Collateral by any First Priority Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement Action) by or on behalf of any First Priority Secured Party; 

 

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 (d) they have no right to (i) direct either the First Priority Representative or any
other First Priority Secured Party to exercise any right, remedy or power with respect to the Common Collateral or pursuant to the First Priority Security Documents or (ii) consent or object to the exercise by the First Priority Representative
or any other First Priority Secured Party of any right, remedy or power with respect to the Common Collateral or pursuant to the First Priority Security Documents or to the timing or manner in which any such right is exercised or not exercised (or,
to the extent they may have any such right described in this clause (d), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right); 
 (e) they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claim against any First Priority Secured Party seeking damages from or other
relief by way of specific performance, instructions or otherwise, with respect to, and no First Priority Secured Party shall be liable for, any action taken or omitted to be taken by any First Priority Secured Party with respect to the Common
Collateral or pursuant to the First Priority Documents; and 
 (f) they will not seek, and hereby waive any right, to have the
Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral. 
 3.3
Judgment Creditors. Except as otherwise specifically set forth in Sections 3.1 and 3.2, the Second Priority Representative and the Second Priority Secured Parties may exercise rights and remedies as unsecured creditors against the Borrower or
any other Loan Party in accordance with the terms of the Second Priority Documents and applicable law; provided that in the event that any Second Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its
rights as an unsecured creditor, such judgment lien shall be subject to the terms of this Agreement for all purposes (including in relation to the First Priority Liens and the First Priority Obligations) to the same extent as all other Liens
securing the Second Priority Obligations are subject to the terms of this Agreement. 
 3.4 Cooperation. The Second
Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that each of them shall take such actions, at the sole cost and expense of the Loan Parties, as the First Priority Representative shall reasonably
request in connection with the exercise by the First Priority Secured Parties of their rights set forth herein. 
 3.5 No
Additional Rights For the Loan Parties Hereunder. Except as provided in Section 3.6, if any First Priority Secured Party or Second Priority Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, no
Loan Party shall be entitled to use such violation as a defense to any action by any First Priority Secured Party or Second Priority Secured Party, nor to assert such violation as a counterclaim or basis for set off or recoupment against any First
Priority Secured Party or Second Priority Secured Party. 
 3.6 Actions Upon Breach. (a) If any Second Priority
Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior written consent of the First Priority Secured Representative, may
interpose as a defense or dilatory plea the making of this Agreement, and any First Priority Secured Party may intervene and interpose such defense or plea in its or their name or in the name of such Loan Party. 
  

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 (b) Should any Second Priority Secured Party, contrary to this Agreement, in any way take,
attempt to or threaten to take any action with respect to the Common Collateral (including, without limitation, any attempt to realize upon or enforce any remedy with respect to this Agreement), or fail to take any action required by this Agreement,
any First Priority Secured Party (in its own name or in the name of the relevant Loan Party) or the relevant Loan Party may obtain relief against such Second Priority Secured Party by injunction, specific performance and/or other appropriate
equitable relief, it being understood and agreed by the Second Priority Representative on behalf of each Second Priority Secured Party that (i) the First Priority Secured Parties’ damages from its actions may at that time be difficult to
ascertain and may be irreparable, and (ii) each Second Priority Secured Party waives any defense that the Loan Parties and/or the First Priority Secured Parties cannot demonstrate damage and/or be made whole by the awarding of damages.

 SECTION 4. Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral;
Inspection and Insurance. 
 4.1 Application of Proceeds; Turnover Provisions. All proceeds of Common
Collateral (including without limitation any interest earned thereon) resulting from the sale, collection or other disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall
be distributed as follows: first to the First Priority Representative for application to the First Priority Obligations in accordance with the terms of the First Priority Documents, until the First Priority Obligations Payment Date has
occurred and thereafter, to the Second Priority Representative for application to the Second Priority Obligations in accordance with the terms of the Second Priority Documents. Until the occurrence of the First Priority Obligations Payment
Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any Second Priority Secured Party in violation of this Agreement shall be segregated and held in trust and promptly
paid over to the First Priority Representative, for the benefit of the First Priority Secured Parties, in the same form as received, with any necessary endorsements, and each Second Priority Secured Party hereby authorizes the First Priority
Representative to make any such endorsements as agent for the Second Priority Representative (which authorization, being coupled with an interest, is irrevocable). 
 4.2 Releases of Second Priority Lien. (a) Upon any release, sale or disposition of Common Collateral permitted pursuant to the terms of the First Priority Documents that results in the release
of the First Priority Lien on any Common Collateral (excluding any sale or other disposition that is expressly prohibited by the Second Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated in connection
with an Enforcement Action or consummated after the institution of any Insolvency Proceeding), the Second Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Priority
Obligations Payment Date occurs) shall be automatically and unconditionally released with no further consent or action of any Person. 
 (b) The Second Priority Representative shall promptly execute and deliver such release documents and instruments, in form and substance satisfactory to the Administrative Agent, and shall take such further actions, at the sole cost and
expense of the Loan Parties, as the First Priority Representative shall request to evidence any release of the Second Priority Lien described in paragraph (a). The Second Priority Representative hereby appoints the First Priority Representative and
any officer or duly authorized person of the First Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the Second

  

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Priority Representative and in the name of the Second Priority Representative or in the First Priority Representative’s own name, from time to time, in the First Priority
Representative’s sole discretion, for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to
accomplish the purposes of this Section 4.2, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is
irrevocable). 
 4.3 Inspection Rights and Insurance. (a) Any First Priority Secured Party and its representatives
and invitees may at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the First Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case without
notice to, the involvement of or interference by any Second Priority Secured Party or liability to any Second Priority Secured Party. 
 (b) Until the First Priority Obligations Payment Date has occurred, the First Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained
from time to time by any Loan Party (except that the Second Priority Representative shall have the right to be named as additional insured and loss payee so long as its second lien status is identified in a manner satisfactory to the First Priority
Representative); (ii) as among the Secured Parties, to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) as among the Secured Parties, to approve any award granted
in any condemnation or similar proceeding affecting the Common Collateral. 
 SECTION 5. Insolvency
Proceedings. 
 5.1 Filing of Motions. Until the First Priority Obligations Payment Date has occurred, the Second
Priority Representative agrees on behalf of itself and the other Second Priority Secured Parties that no Second Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take any position at any
hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate or be prohibited by
this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the Second Priority Representative or Second Priority Secured Parties, in whole or in part, as a result of their interest in the Common Collateral or in the
Second Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens or claims held by the First Priority Representative or any
other First Priority Secured Party, or the extent to which the First Priority Obligations constitute secured claims under Section 506(a) of the Bankruptcy Code or otherwise; provided that the Second Priority Representative may file a
proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms and the limitations on the Second Priority Representative imposed hereby. 
 5.2 Financing Matters. If any Loan Party becomes subject to any Insolvency Proceeding, and if the First Priority
Representative or the other First Priority Secured Parties desire to consent (or not object) to the use of cash collateral under the Bankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to
the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), then the Second Priority Representative agrees, on behalf of itself and the other Second Priority Secured Parties, that each
Second Priority

  

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Secured Party (a) will be deemed to have consented to, will raise no objection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing,
(b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or such DIP Financing except as set forth in paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder
to have subordinated) the Second Priority Liens (i) (x) to such DIP Financing on the same terms as the First Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked
with the First Priority Liens, to such DIP Financing on the same terms as the Second Priority Liens are subordinated to the First Priority Liens (and any such subordination under clause (x) or (y) will not alter in any manner the terms of
this Agreement), (ii) to any adequate protection provided to the First Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Priority Representative or the other First Priority Secured Parties, and
(d) agrees that notice received two calendar days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice. 
 5.3 Relief From the Automatic Stay. The Second Priority Representative agrees, on behalf of itself and the other Second Priority
Secured Parties, that none of them will seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in each case in respect of any Common Collateral, without the prior written
consent of the First Priority Representative. 
 5.4 Adequate Protection. The Second Priority Representative, on behalf
of itself and the other Second Priority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Priority Representative or the other First Priority
Secured Parties for adequate protection or any adequate protection provided to the First Priority Representative or the other First Priority Secured Parties or (b) any objection by the First Priority Representative or any other First Priority
Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to the First Priority Representative or any other First Priority
Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 5.2(b) (but subject to all other provisions of this Agreement, including, without
limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if the First Priority Secured Parties (or any subset thereof) are granted adequate protection consisting of additional collateral (with replacement liens on such additional
collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, then in connection with any such DIP Financing or use of cash collateral the Second Priority Representative, on behalf of itself and any of the
Second Priority Secured Parties, may seek or accept adequate protection consisting solely of (x) a replacement Lien on the same additional collateral, subordinated to the Liens securing the First Priority Obligations and such DIP Financing on
the same basis as the other Liens securing the Second Priority Obligations are so subordinated to the First Priority Obligations under this Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the
First Priority Secured Parties and (z) without prejudice to any right of any First Priority Secured Party to object thereto, the payment of post-petition interest (provided, in the case of this clause (z), that the First Priority Secured
Parties have been granted adequate protection in the form of post-petition interest reasonably satisfactory to them), provided, however, that the Second Priority Representative shall have irrevocably agreed, pursuant to
Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and the Second Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of
reorganization in any combination of cash, debt, equity or other property having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the Second Priority Representative, on behalf of itself
and the Second Priority Secured Parties, seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the Second Priority

  

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Representative, on behalf of itself or any of the Second Priority Secured Parties, agrees that the First Priority Representative shall also be granted a senior Lien on such additional collateral
as security for the First Priority Obligations and any such DIP Financing and that any Lien on such additional collateral securing the Second Priority Obligations shall be subordinated to the Liens on such collateral securing the First Priority
Obligations and any such DIP Financing (and all obligations relating thereto) and any other Liens granted to the First Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the
Second Priority Obligations are subordinated to such First Priority Obligations under this Agreement. The Second Priority Representative, on behalf of itself and the other Second Priority Secured Parties, agrees that except as expressly set forth in
this Section none of them shall seek or accept adequate protection without the prior written consent of the First Priority Representative. 
 5.5 Avoidance Issues. If any First Priority Secured Party is required in any Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Party, because such
amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of
security, enforcement of any right of set-off or otherwise, then the First Priority Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First Priority Obligations
Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge,
impair or otherwise affect the obligations of the parties hereto. Prior to the First Priority Obligations Payment Date (but subject to the first sentence of this Section 5.5), the Second Priority Secured Parties agree that none of them shall be
entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such
avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. 
 5.6 Asset Dispositions in an Insolvency Proceeding. In an Insolvency Proceeding, neither the Second Priority Representative nor any other Second Priority Secured Party shall oppose any sale or
disposition of any assets of any Loan Party that is supported by the First Priority Secured Parties, and the Second Priority Representative and each other Second Priority Secured Party will be deemed to have consented under Section 363 of the
Bankruptcy Code (and otherwise) to any sale supported by the First Priority Secured Parties and to have released their Liens on such assets (provided that the Second Priority Lien on any proceeds constituting Common Collateral from such sale or
disposition remaining after the First Priority Obligations Payment Date occurs shall continue). 
 5.7 Separate Grants of
Security and Separate Classification. Each Secured Party acknowledges and agrees that (a) the grants of Liens pursuant to the First Priority Security Documents and the Second Priority Security Documents constitute two separate and distinct
grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the First Priority Obligations and the Second Priority Obligations are fundamentally different from each other and must be separately
classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately preceding sentence, if it is held that the claims of the First Priority Secured
Parties and Second Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of senior and junior secured claims), then the Second Priority Secured Parties hereby acknowledge and
agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the

  

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Loan Parties in respect of the Common Collateral, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims
held by the Second Priority Secured Parties), the First Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect
of Post-Petition Interest before any distribution is made in respect of the claims held by the Second Priority Secured Parties. The Second Priority Secured Parties hereby acknowledge and agree to turn over to the First Priority Secured Parties
amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the Second Priority Secured Parties. 

5.8 No Waivers of Rights of First Priority Secured Parties. Nothing contained herein shall prohibit or in any way limit the First
Priority Representative or any other First Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any Second Priority Secured Party not expressly permitted hereunder, including the seeking by any
Second Priority Secured Party of adequate protection (except as provided in Section 5.4). 
 5.9 Other Matters. To
the extent that the Second Priority Representative or any Second Priority Secured Party has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of the Common Collateral, the Second Priority
Representative agrees, on behalf of itself and the other Second Priority Secured Parties not to assert any of such rights without the prior written consent of the First Priority Representative unless expressly permitted to do so hereunder.

 5.10 Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a
“subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. 
 SECTION 6. Security Documents. 
 (a) Each Loan Party and the
Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the Second Priority Documents inconsistent with or in
violation of this Agreement. 
 (b) Each Loan Party and the First Priority Representative, on behalf of itself and the First
Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Priority Documents inconsistent with or in violation of this Agreement. 
 (c) In the event the First Priority Representative enters into any amendment, waiver or consent in respect of any of the First Priority
Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Priority Security Document or changing in any manner the rights of any parties thereunder, then such
amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable Second Priority Security Document without the consent of or action by any Second Priority Secured Party (with all such amendments, waivers and
modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secure additional extensions of credit and add additional secured creditors and do not violate the express
provisions of the Second Priority Agreements),

  

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(i) no such amendment, waiver or consent shall have the effect of removing assets subject to the Lien of any Second Priority Security Document, except to the extent that a release of such Lien is
permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects the rights of the Second Priority Secured Parties (other than the Second Priority Representative) and does not affect the First
Priority Secured Parties in a like or similar manner shall not apply to the Second Priority Security Documents without the consent of the Second Priority Representative, (iii) no such amendment, waiver or consent with respect to any provision
applicable to the Second Priority Representative under the Second Priority Documents shall be made without the prior written consent of the Second Priority Representative and (iv) notice of such amendment, waiver or consent shall be given to
the Second Priority Representative no later than 30 days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof. 
 SECTION 7. Reliance; Waivers; etc. 
 7.1 Reliance. The First Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this
Agreement. The Second Priority Representative, on behalf of itself and the Second Priority Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the First Priority Secured Parties. The Second Priority
Documents are deemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The First Priority Representative expressly waives all notices of the
acceptance of and reliance by the Second Priority Representative and the Second Priority Secured Parties. 
 7.2 No
Warranties or Liability. The Second Priority Representative and the First Priority Representative acknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness,
collectibility or enforceability of any other First Priority Document or any Second Priority Document. Except as otherwise provided in this Agreement, the Second Priority Representative and the First Priority Representative will be entitled to
manage and supervise their respective extensions of credit to any Loan Party in accordance with law and their usual practices, modified from time to time as they deem appropriate. 
 7.3 No Waivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or
failure to act on the part of such party or any other party hereto or by any noncompliance by any Loan Party with the terms and conditions of any of the First Priority Documents or the Second Priority Documents. 
 SECTION 8. Obligations Unconditional. 
 8.1 First Priority Obligations Unconditional. All rights and interests of the First Priority Secured Parties hereunder, and all agreements and obligations of the Second Priority Secured Parties
(and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: 
 (a) any
lack of validity or enforceability of any First Priority Document; 
  

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 (b) any change in the time, place or manner of payment of, or in any other term of, all or
any portion of the First Priority Obligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Priority Document; 
 (c) prior to the First Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of any security
interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the
First Priority Obligations or any guarantee or guaranty thereof; or 
 (d) any other circumstances that otherwise might
constitute a defense available to, or a discharge of, any Loan Party in respect of the First Priority Obligations, or of any of the Second Priority Representative, or any Loan Party, to the extent applicable, in respect of this Agreement.

 8.2 Second Priority Obligations Unconditional. All rights and interests of the Second Priority Secured Parties
hereunder, and all agreements and obligations of the First Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: 
 (a) any lack of validity or enforceability of any Second Priority Document; 
 (b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second Priority Obligations,
or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any Second Priority Document; 
 (c) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any other collateral,
or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the Second Priority Obligations or any guarantee or guaranty
thereof; or 
 (d) any other circumstances that otherwise might constitute a defense available to, or a discharge of, any Loan
Party in respect of the Second Priority Obligations or any First Priority Secured Party in respect of this Agreement. 
 SECTION 9. Miscellaneous. 
 9.1 Conflicts. In the event of any conflict between the
provisions of this Agreement and the provisions of any First Priority Document or any Second Priority Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, the parties hereto acknowledge that the terms of this
Agreement are not intended to and shall not, as between the Loan Parties and the Secured Parties, negate, waive or cancel any rights granted to, or create any liability or obligation of, any Loan Party in the First Priority Documents and the Second
Priority Documents or impose any additional obligations on the

  

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Loan Parties (other than as expressly set forth herein). As between the Second Priority Representative and the other Second Priority Secured Parties, in the event of any conflict between the
terms of the Incremental Assumption Agreement, the Second Priority Collateral Agreement and this Agreement, the terms of the Incremental Assumption Agreement or the Second Priority Collateral Agreement, as applicable, shall govern and control.

 9.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any
party hereto, until the First Priority Obligation Payment Date shall have occurred. This is a continuing agreement and the First Priority Secured Parties and the Second Priority Secured Parties may continue, at any time and without notice to the
other parties hereto, to extend credit and other financial accommodations, lend monies and provide indebtedness to, or for the benefit of, Borrower or any other Loan Party on the faith hereof. 
 9.3 Amendments; Waivers. (a) No amendment or modification of any of the provisions of this Agreement shall be effective unless
the same shall be in writing and signed by the First Priority Representative and the Second Priority Representative and, in the case of amendments or modifications of Sections 3.5, 3.6, 5.2, 5.4, 9.3, 9.5 or 9.6, the Loan Parties and each waiver, if
any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time.
Anything herein to the contrary notwithstanding, no consent of any Loan Party shall be required for amendments, modifications or waivers of any other provisions of this Agreement other than those that (i) directly affect any obligation or right
of the Loan Parties hereunder or under the First Priority Documents or the Second Priority Documents or that would impose any additional obligations on the Loan Parties or (ii) change the rights of the Loan Parties to refinance the First
Priority Obligations or the Second Priority Obligations. 
 (b) It is understood that the First Priority Representative, without
the consent of any other First Priority Secured Party or Second Priority Secured Party, may in its discretion determine that a supplemental agreement (which may take the form of an amendment and restatement of this Agreement) is necessary or
appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Loan Parties become First Priority Obligations or Second Priority Obligations, as the case may be, under this Agreement,
which supplemental agreement shall specify whether such Additional Debt constitutes First Priority Obligations or Second Priority Obligations, provided, that (i) such Additional Debt is permitted to be incurred by the First Priority
Agreement and Second Priority Agreement then extant, and is permitted by said Agreements to be subject to the provisions of this Agreement as First Priority Obligations or Second Priority Obligations, as applicable and (ii) in the case of any
Additional Debt that constitutes a Second Priority Obligation, notice of the incurrence thereof is given to the First Priority Representative. Such a supplemental agreement shall not be required unless the First Priority Representative notifies the
Borrower that it requires a supplemental agreement. 
 (c) The First Priority Representative and the Second Priority
Representative, without the consent of any other First Priority Secured Party or Second Priority Secured Party, shall, upon the incurrence of any Permitted Junior Priority Obligations, enter into a supplemental agreement with the agent or
representative for the holders of such Permitted Junior Priority Obligations (which may take the form of an amendment and restatement of this Agreement) to provide for such Permitted Junior Priority Obligations, which supplemental agreement shall
provide (i) that the rights and obligations of the holders of such Permitted Junior Priority Obligations shall be, as compared to the Second Priority Secured Parties, substantially equivalent to the rights and obligations of the Second Priority
Secured Parties as compared

  

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to the First Priority Secured Parties under this Agreement and (ii) for the continuing first priority of the First Priority Liens on the terms set forth herein. Such a supplemental agreement
will be entered into only if the Borrower notifies the First Priority Representative and the Second Priority Representative that Permitted Junior Priority Obligations have been or are to be incurred. 
 9.4 Information Concerning Financial Condition of the Borrower and the other Loan Parties. Each of the Second Priority Secured
Parties and the First Priority Secured Parties assumes responsibility for keeping itself informed of the financial condition of the Borrower and each of the other Loan Parties and all other circumstances bearing upon the risk of nonpayment of the
First Priority Obligations or the Second Priority Obligations. The Second Priority Representative and the First Priority Representative hereby agree that no party shall have any duty to advise any other party of information known to it regarding
such condition or any such circumstances. In the event the Second Priority Representative or the First Priority Representative, in its sole discretion, undertakes at any time or from time to time to provide any information to any other party to this
Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on any subsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to
disclose any other information. 
 9.5 Governing Law. This Agreement shall be construed in accordance with and governed
by the law of the State of New York. 
 9.6 Submission to Jurisdiction. (a) Each First Priority Secured Party, each
Second Priority Secured Party and each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the
United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such
party hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that
a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any First
Priority Secured Party or Second Priority Secured Party may otherwise have to bring any action or proceeding against any Loan Party or its properties in the courts of any jurisdiction. 
 (b) Each First Priority Secured Party, each Second Priority Secured Party and each Loan Party hereby irrevocably and unconditionally waives,
to the fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in any court referred to in
paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding. 
 (c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other
manner permitted by law. 
 9.7 Notices. Unless otherwise specifically provided herein, any notice or other communication
herein required or permitted to be given shall be in writing and may be personally served,

  

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telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or
five days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto (until notice of a change thereof is delivered as provided in this Section)
shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. 
 9.8 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and
each of the First Priority Secured Parties and Second Priority Secured Parties and their respective successors and permitted assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under,
to or in respect of this Agreement or any Common Collateral. 
 9.9 Headings. Section headings used herein are for
convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement. 
 9.10 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision
in any other jurisdiction. 
 9.11 Other Remedies. For avoidance of doubt, it is understood that nothing in this
Agreement shall prevent any Second Priority Secured Party from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the Second Priority Agreement or to demand payment under any guarantee in
respect thereof, subject to the provisions of this Agreement. 
 9.12 Counterparts; Integration; Effectiveness. This
Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed
counterpart of a signature page of this Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto.

 9.13 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 9.14
Additional Loan Parties. Each Person that becomes a Loan Party after the date hereof shall become a party to this Agreement upon execution and delivery by such Person of a Supplement in the form of Exhibit I to the First Priority Collateral
Agreement. In addition, the Borrower will cause each such Loan Party to execute a joinder to this Agreement in form satisfactory to the First Priority Representative. 
  

 21 








 9.15 Protection of Second Priority Representative. The parties hereto agree that the
Second Priority Representative shall be afforded all of the rights, immunities, indemnities and privileges afforded to the Second Priority Representative under the Existing Credit Agreement including, but not limited to, those set forth in Article
IX of the Existing Credit Agreement (as deemed amended by Section 6 of the Incremental Assumption Agreement). For the avoidance of doubt, the Second Priority Representative agrees that its claims for indemnities, fees and expenses under and in
respect of the Existing Credit Agreement and the other Second Priority Documents are claims secured under the Second Priority Documents and not under the First Priority Documents, and it shall have no claims for indemnities from the First Priority
Secured Parties. 
  

 22 








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

			
	 JPMORGAN CHASE BANK, N.A., as First
 Priority Representative for and on behalf of the
 First Priority Secured
Parties

		
	By:	 	 /s/ Neil R. Boylan

		 	Name: Neil R. Boylan
		 	Title: Managing Director
	
	Address for Notices: 
	
	Attention:
	Telecopy No.:


 [Signature Page to Intercreditor Agreement] 
  







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

			
	 WILMINGTON TRUST COMPANY, as
 Second Priority Representative for and on behalf
 of the Second Priority Secured
Parties

		
	By:	 	 /s/ James A. Hanley

		 	Name: James A. Hanley
		 	Title: Vice President
	
	Address for Notices: 
	
	 Wilmington Trust Company

	 Rodney Square North

	1100 North Market Street
	Wilmington, Delaware 19890
	Attention: James A. Hanley
	Telecopy No.: (302) 636-4145


 [Signature Page to Intercreditor Agreement] 








					
	REALOGY CORPORATION
		
	By:	 	 /s/ Anthony E. Hull

		 	Name: Anthony E. Hull
		 	Title: Chief Financial Officer


  

			
	Address for Notices:	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 
  








			
	DOMUS INTERMEDIATE HOLDINGS CORP.
		
	By:	 	 /s/ Anthony E. Hull

		 	Name: Anthony E. Hull
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 








			
	 C21 TM LLC

	 CARTUS CORPORATION

	 CB TM LLC

	 CDRE TM LLC

	 ERA TM LLC

	 NRT INSURANCE AGENCY, INC.

	 REALOGY OPERATIONS LLC

	 REALOGY SERVICES GROUP LLC

	 REALOGY SERVICES VENTURE PARTNER LLC

	 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC,

		
	By:	 	 /s/ Anthony E. Hull

		 	Name: Anthony E. Hull
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



  

			
	FEDSTATE STRATEGIC CONSULTING, INCORPORATED,
		
	By:	 	 /s/ Anthony E. Hull

		 	Name: Anthony E. Hull
		 	Title: Executive Vice President & Treasurer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 








			
	 AMERICAN TITLE COMPANY OF HOUSTON

	 ATCOH HOLDING COMPANY

	 BURNET TITLE LLC

	 BURNET TITLE HOLDING LLC

	 BURROW ESCROW SERVICES, INC.

	 CORNERSTONE TITLE COMPANY

	 EQUITY TITLE COMPANY

	 EQUITY TITLE MESSENGER SERVICE HOLDING LLC

	 FIRST CALIFORNIA ESCROW CORPORATION

	 FRANCHISE SETTLEMENT SERVICES LLC

	 GUARDIAN HOLDING COMPANY

	 GUARDIAN TITLE AGENCY, LLC

	 GUARDIAN TITLE COMPANY

	 GULF SOUTH SETTLEMENT SERVICES, LLC

	 KEYSTONE CLOSING SERVICES LLC

	 MARKET STREET SETTLEMENT GROUP LLC

	 MID-ATLANTIC SETTLEMENT SERVICES LLC

	 NATIONAL COORDINATION ALLIANCE LLC

	 NRT SETTLEMENT SERVICES OF MISSOURI LLC

	 NRT SETTLEMENT SERVICES OF TEXAS LLC

	 PROCESSING SOLUTIONS LLC

	 SECURED LAND TRANSFERS LLC

	 SOUTH LAND TITLE CO., INC.

	 ST. JOE TITLE SERVICES LLC

	 TAW HOLDING INC.

	 TEXAS AMERICAN TITLE COMPANY

	 TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

	 TITLE RESOURCE GROUP HOLDINGS LLC

	 TITLE RESOURCE GROUP LLC

	 TITLE RESOURCE GROUP SERVICES LLC

	 TITLE RESOURCES INCORPORATED

	 TRG SERVICES, ESCROW, INC.

	 TRG SETTLEMENT SERVICES, LLP

	 WEST COAST ESCROW COMPANY,

		
	By:	 	 /s/ Thomas N. Rispoli

		 	Name: Thomas N. Rispoli
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 
  








			
	 BETTER HOMES AND GARDENS REAL ESTATE LLC

	 BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

	 CENTURY 21 REAL ESTATE LLC

	 CGRN, INC.

	 COLDWELL BANKER LLC

	 COLDWELL BANKER REAL ESTATE LLC

	 ERA FRANCHISE SYSTEMS LLC

	 ERA GENERAL AGENCY OF NEW JERSEY, INC.

	 GLOBAL CLIENT SOLUTIONS LLC

	 ONCOR INTERNATIONAL LLC

	 REALOGY FRANCHISE GROUP LLC

	 REALOGY GLOBAL SERVICES LLC

	 REALOGY LICENSING LLC

	 SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

	 WORLD REAL ESTATE MARKETING LLC,

		
	By:	 	 /s/ Andrew G. Napurano

		 	Name: Andrew G. Napurano
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 
  








			
	CARTUS ASSET RECOVERY CORPORATION
	CARTUS PARTNER CORPORATION,
		
	By:	 	 /s/ Eric J. Barnes

		 	Name: Eric Barnes
		 	Title: Chief Financial Officer


  

			
	Address for Notices:	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 








			
	FSA MEMBERSHIP SERVICES, LLC,
		
	By:	 	 /s/ Marilyn J. Wasser

		 	Name: Marilyn J. Wasser
		 	Title: Executive Vice President


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 








			
	 ALPHA REFERRAL NETWORK LLC

	 ASSOCIATED CLIENT REFERRAL LLC

	 ASSOCIATES INVESTMENTS

	 ASSOCIATES REALTY NETWORK

	 ASSOCIATES REALTY, INC.

	 BATJAC REAL ESTATE CORP.

	 BURGDORFF LLC

	 BURGDORFF REFERRAL ASSOCIATES LLC

	 BURNET REALTY LLC

	 CAREER DEVELOPMENT CENTER, LLC

	 COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC

	 COLDWELL BANKER PACIFIC PROPERTIES LLC

	 COLDWELL BANKER REAL ESTATE SERVICES LLC

	 COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY

	 COLDWELL BANKER RESIDENTIAL BROKERAGE LLC

	 COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC

	 COLDWELL BANKER RESIDENTIAL REAL ESTATE SERVICES OF WISCONSIN, INC.

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

	 COLORADO COMMERCIAL, LLC

	 COOK—PONY FARM REAL ESTATE, INC.

	 FLORIDA’S PREFERRED SCHOOL OF REAL ESTATE, INC.

	 FRED SANDS SCHOOL OF REAL ESTATE

	 HOME REFERRAL NETWORK LLC

	 JACK GAUGHEN LLC

	 J.W. RIKER—NORTHERN R.I., INC.

	 NRT ARIZONA LLC

	 NRT ARIZONA COMMERCIAL LLC

	 NRT ARIZONA EXITO LLC,

		
	By:	 	 /s/ Kevin R. Greene

		 	Name: Kevin R. Greene
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 
  








			
	 NRT ARIZONA REFERRAL LLC

	 NRT COLORADO LLC

	 NRT COLUMBUS LLC

	 NRT COMMERCIAL LLC

	 NRT COMMERCIAL OHIO INCORPORATED

	 NRT COMMERCIAL UTAH LLC

	 NRT DEVONSHIRE LLC

	 NRT HAWAII REFERRAL, LLC

	 NRT LLC

	 NRT MID-ATLANTIC LLC

	 NRT MISSOURI LLC

	 NRT MISSOURI REFERRAL NETWORK LLC

	 NRT NEW ENGLAND LLC

	 NRT NEW YORK LLC

	 NRT NORTHFORK LLC

	 NRT PITTSBURGH LLC

	 NRT RELOCATION LLC

	 NRT REOEXPERTS LLC

	 NRT SUNSHINE INC.

	 NRT TEXAS LLC

	 NRT TEXAS REAL ESTATE SERVICES LLC

	 NRT THE CONDO STORE LLC

	 NRT UTAH LLC

	 PACESETTER NEVADA, INC.

	 PACIFIC PROPERTIES REFERRALS, INC.

	 REAL ESTATE REFERRAL LLC

	 REAL ESTATE REFERRAL NETWORK LLC

	 REAL ESTATE REFERRALS LLC

	 REAL ESTATE SERVICES LLC

	 REAL ESTATE SERVICES OF PENNSYLVANIA LLC

	 REFERRAL ASSOCIATES OF FLORIDA LLC

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.,

		
	By:	 	 /s/ Kevin R. Greene

		 	Name: Kevin R. Greene
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement] 
  








			
	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

	 ST. JOE REAL ESTATE SERVICES, INC.

	 THE CORCORAN GROUP EASTSIDE, INC.

	 THE MILLER GROUP, INC.

	 THE SUNSHINE GROUP (FLORIDA) LTD. CORP.

	 THE SUNSHINE GROUP, LTD.

	 VALLEY OF CALIFORNIA, INC.,

		
	By:	 	 /s/ Kevin R. Greene

		 	Name: Kevin R. Greene
		 	Title: Chief Financial Officer


  

			
	 Address for Notices:
	 	Realogy Corporation
		 	One Campus Drive
		 	Parsippany, New Jersey 07054
	
	 Attention: Anthony E. Hull
 Telecopy No.: (973) 407-6651



 [Signature Page to Intercreditor Agreement]