EX-10.2





 Exhibit 10.2 
  

 
 COLLATERAL AGREEMENT 

dated and effective as of 

June 16, 2020 
 among 

REALOGY INTERMEDIATE HOLDINGS CORP., 

as Guarantor 
 REALOGY GROUP LLC,

 each other Grantor 
 party
hereto 
 and 
 THE BANK OF NEW
YORK MELLON TRUST COMPANY, N.A., 
 as Collateral Agent 
  

 












 Table of Contents 

 

							
	 	 	 	  	Page	 
	ARTICLE I	  

	Definitions	  

			
	SECTION 1.01.	 	 Indenture
	  	 	1	 
	SECTION 1.02.	 	 Other Defined Terms.
	  	 	1	 
	
	ARTICLE II	  

	
	[RESERVED]	  

	
	ARTICLE III	  

	
	Pledge of Securities	  

			
	SECTION 3.01.	 	 Pledge
	  	 	7	 
	SECTION 3.02.	 	 Delivery of the Pledged Collateral
	  	 	8	 
	SECTION 3.03.	 	 Representations, Warranties and Covenants
	  	 	9	 
	SECTION 3.04.	 	 Registration in Nominee Name; Denominations
	  	 	10	 
	SECTION 3.05.	 	 Voting Rights; Dividends and Interest, Etc
	  	 	11	 
	
	ARTICLE IV	  

	Security Interests in Other Personal Property	  

			
	SECTION 4.01.	 	 Security Interest
	  	 	13	 
	SECTION 4.02.	 	 Representations and Warranties
	  	 	14	 
	SECTION 4.03.	 	 Covenants
	  	 	17	 
	SECTION 4.04.	 	 Other Actions
	  	 	19	 
	SECTION 4.05.	 	 Covenants Regarding Patent, Trademark and Copyright Collateral
	  	 	19	 
	SECTION 4.06.	 	 Insurance
	  	 	21	 
	
	ARTICLE V	  

	Remedies	  

			
	SECTION 5.01.	 	 Remedies Upon Default
	  	 	22	 
	SECTION 5.02.	 	 Application of Proceeds
	  	 	23	 
	SECTION 5.03.	 	 Securities Act, Etc
	  	 	24	 
	
	ARTICLE VI	  

	Indemnity, Subrogation and Subordination	  

			
	SECTION 6.01.	 	 Indemnity
	  	 	25	 
	SECTION 6.02.	 	 Contribution and Subrogation
	  	 	25	 
	SECTION 6.03.	 	 Subordination; Subrogation
	  	 	25	 


  
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	ARTICLE VII	  

	Miscellaneous	  

			
	SECTION 7.01.	 	 Notices
	  	 	27	 
	SECTION 7.02.	 	 [RESERVED]
	  	 	27	 
	SECTION 7.03.	 	 Limitation By Law
	  	 	27	 
	SECTION 7.04.	 	 Binding Effect; Several Agreement
	  	 	28	 
	SECTION 7.05.	 	 Successors and Assigns
	  	 	28	 
	SECTION 7.06.	 	 Collateral Agent’s Fees and Expenses; Indemnification
	  	 	28	 
	SECTION 7.07.	 	 Collateral Agent Appointed
Attorney-in-Fact
	  	 	29	 
	SECTION 7.08.	 	 Governing Law
	  	 	29	 
	SECTION 7.09.	 	 Waivers; Amendment
	  	 	29	 
	SECTION 7.10.	 	 WAIVER OF JURY TRIAL
	  	 	30	 
	SECTION 7.11.	 	 Severability
	  	 	30	 
	SECTION 7.12.	 	 Counterparts
	  	 	30	 
	SECTION 7.13.	 	 Headings
	  	 	31	 
	SECTION 7.14.	 	 Jurisdiction; Consent to Service of Process
	  	 	31	 
	SECTION 7.15.	 	 Termination or Release
	  	 	31	 
	SECTION 7.16.	 	 Additional Subsidiaries
	  	 	32	 
	SECTION 7.17.	 	 No Limitations, Etc.
	  	 	32	 
	SECTION 7.18.	 	 Secured Party Authorizations and Indemnifications
	  	 	34	 
	SECTION 7.19.	 	 Securitization Acknowledgements
	  	 	34	 
	SECTION 7.20.	 	 Successor Collateral Agent
	  	 	36	 
	
	ARTICLE VIII	  

	The Collateral Agent	  

			
	SECTION 8.01.	 	 The Collateral Agent
	  	 	37	 
	
	ARTICLE IX	  

	The Intercreditor Agreement	  

			
	SECTION 9.01.	 	 The Intercreditor Agreement
	  	 	38	 


  
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 Schedules 
  

			
	Schedule I	  	Pledged Stock; Debt Securities
	Schedule II	  	Intellectual Property
	Schedule III	  	Commercial Tort Claims
	Schedule IV	  	Filing Offices
	Schedule V	  	Excluded Pledges

 Exhibits 
  

			
	Exhibit I	  	Form of Supplement to the Collateral Agreement
	Exhibit II	  	Apple Ridge Securitization Documents


  
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 COLLATERAL AGREEMENT, dated and effective as of June 16, 2020 (this
“Agreement”), among REALOGY INTERMEDIATE HOLDINGS LLC (“Intermediate Holdings”), REALOGY GROUP LLC (the “Company”), each Subsidiary Grantor identified on the signature pages
hereto and party hereto (together with Intermediate Holdings, the Company and any other entity that may become a party hereto as provided herein, the “Grantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as
collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below). 

PRELIMINARY STATEMENT 

Reference is made to the Indenture dated as of the date hereof (as amended, restated, supplemented, waived or otherwise modified from time to
time, the “Indenture”), among the Company, Intermediate Holdings, Realogy Holdings Corp., a Delaware corporation, (“Holdings”) Realogy Co-Issuer Corp., a Florida
corporation, the Subsidiaries (such term, and all other capitalized terms used herein, as defined and otherwise referenced pursuant to Section 1.01) of the Company party thereto as guarantors, The Bank of New York Mellon Trust Company, N.A., as
trustee (in such capacity, the “Trustee”) and The Bank of New York Mellon Trust Company, N.A. as the Collateral Agent, pursuant to which the Company is issuing the Notes. 

In consideration of the issuance and sale of the Notes, from which each Grantor will derive substantial benefit, each Grantor has agreed to
secure such Grantor’s obligations under the Notes Documents, in each case as set forth herein. 
 The priority of the Liens and
Security Interests created by this Agreement and the right of the Secured Parties to exercise rights and remedies under this Agreement or with respect to the Collateral are subject to the terms of the Intercreditor Agreement. Now therefore, in
consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows: 

ARTICLE I 

Definitions 

SECTION 1.01. Indenture. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective
meanings assigned thereto in the Indenture. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term “instrument” shall have the meaning specified in Article
9 of the New York UCC. 
 (b) The rules of construction specified in Section 1.03 of the Indenture also apply to this Agreement. 

SECTION 1.02. Other Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“Acceleration Event” means after, or concurrently with, the occurrence of an Event of Default, the
maturity of any of the Secured Obligations shall have been accelerated. 












 “Account Debtor” means any person who is or who may
become obligated to any Grantor under, with respect to or on account of an Account, Chattel Paper, General Intangibles, Instruments or Investment Property. 

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Article 9 Collateral” has the meaning assigned to such term in Section 4.01(a). 

“Issue Date” means June 16, 2020. 

“Collateral” means the Article 9 Collateral and the Pledged Collateral. 

“Collateral Agent” has the meaning assigned to such term in the introductory paragraph of this
Agreement. 
 “Collateral Documents” has the meaning assigned to such term in the Indenture. 

“Company” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Copyright License” means any written agreement, now or hereafter in effect, granting any right to any
Grantor under any Copyright now or hereafter owned by any third party, and all rights of any Grantor under any such agreement (including, without limitation, any such rights that such Grantor has the right to license). 

“Copyrights” means all of the following now owned or hereafter acquired by any Grantor: (a) all
copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; (b) all registrations and applications for registration of any of the foregoing in the
United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on
Schedule II; (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing,
including damages and payments for past or future infringement thereof. 
 “Excluded Property” means
(1) any vehicle covered by a certificate of title or ownership, (2) any cash, deposit accounts and securities accounts, (3) (i) Equity Interests representing more than 65% of the issued and outstanding voting Equity Interests in any
“first-tier” Wholly-Owned Foreign Subsidiary directly owned by Intermediate Holdings, the Company or any Subsidiary Grantor, (ii) Equity Interests representing more than 65% of the issued and outstanding voting Equity Interests in any
“first-tier” Qualified CFC Holding Company directly owned by Intermediate Holdings, the Company or any Subsidiary Grantor, (iii) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a “first-tier”
Foreign Subsidiary, (iv) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first-tier” Qualified CFC Holding Company and (v) any issued and outstanding Equity Interests in Immaterial


  
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Subsidiaries of Intermediate Holdings, the Company or any Subsidiary Grantor, the Equity Interests of which are not pledged for the benefit of the First Lien Priority Indebtedness or any other
Second Lien Priority Indebtedness, (4) to the extent applicable law requires that any Subsidiary of Intermediate Holdings, the Company or any Subsidiary Grantor issues directors’ qualifying shares, such shares or nominee or other similar
shares, (5) any Securitization Assets, (6) any Equity Interests in any insurance Subsidiary, Unrestricted Subsidiary or other Person that is not directly or indirectly a Subsidiary or is listed on Schedule V hereto, (7) any letter-of-credit rights to the extent Intermediate Holdings, the Company or any Subsidiary Grantor is required by applicable law to apply the proceeds of a drawing of such
letter of credit for a specified purpose, (8) any right, title or interest in any license, contract or agreement to which Intermediate Holdings, the Company or such Subsidiary Grantor is a party or any of its right, title or interest thereunder
to the extent, but only to the extent, that such a grant would, under the terms of such license, contract or agreement, result in a breach of the terms of, or constitute a default under, or result in the abandonment, invalidation or unenforceability
of, any license, contract or agreement to which Intermediate Holdings, the Company or a Subsidiary Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to certain provisions of the New York UCC or
any other applicable law (including, without limitation, Title 11 of the United States Code) or principles of equity); provided, that immediately upon the ineffectiveness, lapse or termination of any such provision, the Collateral shall include, and
Intermediate Holdings, the Company or such Subsidiary Grantor, as applicable, shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, (9) any Equity Interests acquired
after the Issue Date (other than Equity Interests in the Company or, in the case of any person which is a Subsidiary, Equity Interests in such person issued or acquired after such person became a Subsidiary) in accordance with the terms of the
Indenture if, and to the extent that, and for so long as (A) doing so would violate applicable law or a contractual obligation binding on such Equity Interests and (B) with respect to contractual obligations, such obligation existed at the
time of the acquisition thereof and was not created or made binding on such Equity Interests in contemplation of or in connection with the acquisition of such Subsidiary, (10) any equipment owned by Intermediate Holdings, the Company or any
Subsidiary Grantor that is subject to a purchase money lien or a Financed Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Financed Lease Obligation) prohibits or requires the
consent of any person other than Intermediate Holdings, the Company or any Subsidiary Grantor as a condition to the creation of any other security interest on such equipment, (11) any real property that is not Material Real Property, any real
property acquired by the Company or any Subsidiary in the ordinary course of its relocation services business and all leasehold interests in real property, (12) any assets acquired after the Issue Date, to the extent that, and for so long as,
the grant of a security interest in such assets would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in
connection with the acquisition of such assets, (13) any cash granted or otherwise pledged to secure reimbursement and other obligations with respect to letters of credit and similar instruments constituting First Lien Priority Indebtedness,
which cash does not secure any of the other First Lien Priority Indebtedness, or any other Second Lien Priority 

  
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Indebtedness, (14) certain assets as to which the Controlling First Lien Priority Representative (as defined in the Intercreditor Agreement) reasonably determines that the cost of obtaining
or perfecting a security interest therein are excessive in relation to the value of the security to be afforded thereby, and (15) any applications for trademark or service mark registrations filed with the United States Patent and Trademark
Office on an “intent to use basis,” unless and until to the applicant has filed an amendment to such application or a statement of use, and such amendment or statement has been accepted by the United States Patent and Trademark Office,
provided that such applications shall be excluded solely to the extent and for the duration, if any, that the pledge or grant of a security interest in such application prior to such filing would result in the invalidation of such application or any
resulting registration. 
 “Federal Securities Laws” has the meaning assigned to such term in
Section 5.03. 
 “General Intangibles” means all “General Intangibles” as defined in
the New York UCC, including all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or
other business records, indemnification claims, contract rights (including rights under IP Agreements, leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations,
franchises, tax refund claims and any guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts. 

“Grantor” has the meaning assigned to such term in the introductory paragraph of this Agreement. 

“Guarantors” means the collective reference to each Grantor other than the Company. 

“Holder” means any Person which holds one or more Notes from time to time. 

“Immaterial Subsidiary” means any Subsidiary of Intermediate Holdings or the Company that (a) did
not, as of the last day of the fiscal quarter of the Company most recently ended, have assets with a value in excess of 5.0% of the Total Assets or revenues representing in excess of 5.0% of total revenues of the Company and its Subsidiaries on a
consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of the last day of the fiscal quarter of the Company most recently ended, did not have assets with a value in excess of 10% of Total Assets or
revenues representing in excess of 10% of total revenues of the Company and its Subsidiaries on a consolidated basis as of such date. 

“Intellectual Property” means all intellectual property of every kind and nature now owned or hereafter
acquired by any Grantor, including, inventions, designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses, Trademark Licenses, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation. 

  
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 “Intellectual Property Security Agreement” means a
security agreement in the form hereof or a short form hereof, in each case, which form shall be reasonably acceptable to the Collateral Agent. 

“Intercreditor Agreement” means the First Lien/Second Lien Intercreditor Agreement, dated as of
June 16, 2020 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time), among the Company, Intermediate Holdings, the other Grantors, JPMorgan Chase Bank, N.A., as administrative agent and
collateral agent for the First Lien Priority Secured Parties under the Term Loan B/Revolving Credit Agreement (as defined therein) and as administrative agent and collateral agent the First Lien Priority Secured Parties under the Term Loan A Credit
Agreement (as defined therein), the Collateral Agent and each additional First Lien Priority Representative and additional Second Lien Priority Representative from time to time party thereto. 

“IP Agreements” means all Copyright Licenses, Patent Licenses, Trademark Licenses, and all other
agreements relating to the license, development, use or disclosure of any Intellectual Property to which a Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule II hereto.

 “Material Adverse Effect” means a material adverse effect on the business, property, operations or
condition of the Company and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the material Note Documents or the rights and remedies of the Collateral Agent, the Trustee and the Holders thereunder. 

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New
York. 
 “Note Documents” means the Indenture, the Notes and the Collateral Documents. 

“Patent License” means any written agreement, now or hereafter in effect, granting to any Grantor any
right to make, use or sell any invention covered by a Patent, now or hereafter owned by any third party and all rights of any Grantor under any such agreement (including, without limitation, any such rights that such Grantor has the right to
license). 
 “Patents” means all of the following now owned or hereafter acquired by any Grantor:
(a) all letters patent of the United States or the equivalent thereof in any other country or jurisdiction, including those listed on Schedule II, and all applications for letters patent of the United States or the equivalent thereof in
any other country or jurisdiction, including those listed on Schedule II, (b) all provisionals, reissues, extensions, continuations, divisionals,
continuations-in-part, reexaminations or revisions thereof, and the inventions disclosed or claimed therein, including the right to make, use, import and/or sell the
inventions disclosed or claimed therein, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to
any of the foregoing, including damages and payments for past or future infringement thereof. 

  
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 “Perfection Certificate” means the Perfection
Certificate delivered by the Company to the Collateral Agent, on or prior to the Issue Date. 
 “Permitted
Liens” means any Lien permitted by Section 4.12 of the Indenture. 
 “Pledged
Collateral” has the meaning assigned to such term in Section 3.01. 
 “Pledged
Debt” has the meaning assigned to such term in Section 3.01. 
 “Pledged Debt
Securities” has the meaning assigned to such term in Section 3.01. 
 “Pledged
Securities” means any promissory notes, stock certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any
Pledged Collateral. 
 “Pledged Stock” has the meaning assigned to such term in Section 3.01.

 “Secured Obligations” means the (i) the Obligations of the Grantors under the Indenture and
the Notes (including pursuant to the Intermediate Holdings Guarantee and the Note Guarantees) and (ii) whether or not constituting Obligations, the unpaid principal of and interest on (including, without limitation, interest accruing after the
filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to the Company or any other Grantor, whether or not a claim for post-filing or post-petition interest is allowed in such
proceeding) and all other obligations and liabilities of the Company or any other Grantor to the Collateral Agent, the Trustee or any Holder of the Notes which may arise under or in connection with any Note Documents. 

“Secured Obligations” means (a) in the case of the Company, the Company Obligations and
(b) in the case of each Guarantor, its Guarantor Obligations. 
 “Secured Parties” means
(a) the Holders of the Notes, (b) the Collateral Agent and the Trustee, (c) the beneficiaries of each indemnification obligation undertaken by any Grantor under any Note Document and (d) the successors and permitted assigns of
each of the foregoing. 
 “Securitization Assets” means rights to receive payments and funds under
relocation contracts and related contracts, homes held for resale, receivables relating to mortgage payments, equity payments and mortgage payoffs, other related receivables, beneficial interests in such assets and assets relating thereto and other
assets which are customarily transferred or in respect of which security interests are customarily granted in connection with asset securitization transactions involving receivables and similar assets, made subject to a Permitted Securitization
Financing, in each case related to the relocation services business. 
 “Security Interest” has the
meaning assigned to such term in Section 4.01(a). 

  
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 “Subsidiary Grantor” means (a) each entity
party hereto on the Issue Date and identified as a “Subsidiary Grantor” on the signature pages hereto and (b) each additional Subsidiary that becomes a Grantor pursuant to Section 4.15 of the Indenture. 

“Supplement” has the meaning assigned to such term in Section 7.16. 

“Trademark License” means any written agreement, now or hereafter in effect, granting to any Grantor
any right to use any Trademark now or hereafter owned by any third party and all rights of any Grantor under any such agreement (including, without limitation, any such rights that such Grantor has the right to license). 

“Trademarks” means all of the following now owned or hereafter acquired by any Grantor: (a) all
trademarks, service marks, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing
or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark
Office or any similar offices in any State of the United States or any other country or any political subdivision thereof, and all renewals thereof, including those listed on Schedule II, (b) all goodwill associated therewith or
symbolized thereby, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing,
including damages and payments for past or future infringement thereof. 
 “Trustee” has the meaning
assigned to such term in the introductory paragraph of this Agreement. 
 “Wholly-Owned Foreign
Subsidiary” of any person shall mean a Foreign Subsidiary of such person that is a Wholly Owned Subsidiary. 
 ARTICLE II

 [RESERVED] 

ARTICLE III 
 Pledge
of Securities 
 SECTION 3.01. Pledge. Subject to the last paragraph of Section 4.01(a), as security for the
payment or performance, as the case may be, in full of its Secured Obligations, each Grantor hereby assigns and pledges to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, and hereby grants
to the Collateral Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Grantor’s right, title and interest in, to and under (i) the Equity Interests directly owned
by it (including those listed on Schedule I) and any other Equity Interests obtained in the future by such Grantor and any certificates representing all such Equity Interests (the 

  
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“Pledged Stock”); provided that the Pledged Stock shall not include any Excluded Property; (ii) (A) the debt obligations listed opposite the name of such
Grantor on Schedule I, (B) any debt obligations in the future issued to such Grantor having, in the case of each instance of debt securities, an aggregate principal amount in excess of $5.0 million, and (C) the certificates,
promissory notes and any other instruments, if any, evidencing such debt obligations (the “Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Pledged
Debt”); (iii) subject to Section 3.05 hereof, all payments of principal or interest, dividends, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of, in exchange for or
upon the conversion of, and all other proceeds received in respect of the Pledged Stock and the Pledged Debt; (iv) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the Pledged Stock, Pledged Debt
and other property referred to in clause (iii) above; and (v) all proceeds of any of the foregoing (the Pledged Stock, Pledged Debt and other property referred to in clauses (iii) through (v) above being collectively referred to as
the “Pledged Collateral”). The Collateral Agent agrees to execute an amendment to this Section 3.01 (if necessary) to exclude from the Pledged Stock any Equity Interest which is Excluded Property. 

TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or
incidental thereto, unto the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, forever; subject, however, to the terms, covenants and conditions hereinafter set forth. 

SECTION 3.02. Delivery of the Pledged Collateral. (a) Each Grantor agrees promptly to deliver or cause to be delivered to
the Collateral Agent, for the benefit of the Secured Parties, any and all Pledged Securities to the extent such Pledged Securities (i) are Equity Interests in the Company or in Subsidiaries or (ii) in the case of promissory notes or other
instruments evidencing Indebtedness, are required to be delivered pursuant to paragraph (b) of this Section 3.02. If any Pledged Stock that is uncertificated on the date hereof shall hereinafter become certificated, or if any Grantor shall
at any time hold or acquire any certificated securities included in the Pledged Collateral, the applicable Grantor shall promptly cause the certificate or certificates representing such Pledged Stock to be delivered to the Collateral Agent, for the
benefit of the Secured Parties, together with accompanying stock powers or other documentation required by Section 3.02(c). None of the Grantors shall permit any third party to “control” (for purposes of
Section 8-106 of the New York UCC (or any analogous provision of the Uniform Commercial Code in effect in the jurisdiction whose law applies)) any uncertificated securities that constitute Pledged
Collateral other than the Collateral Agent. 
 (b) To the extent any Indebtedness for borrowed money constitutes Pledged Collateral (other
than (i) intercompany current liabilities in connection with the cash management operations of Holdings and its Subsidiaries or (ii) to the extent that a pledge of such promissory note or instrument would violate applicable law) owed to
any Grantor is evidenced by a promissory note or an instrument, such Grantor shall cause such promissory note, if evidencing Indebtedness in excess of $5.0 million, to be pledged and delivered to the Collateral Agent, for the benefit of the
Secured Parties, pursuant to the terms hereof. 

  
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 (c) Upon delivery to the Collateral Agent, (i) any Pledged Securities required to be
delivered pursuant to the foregoing paragraphs (a) and (b) of this Section 3.02 shall be accompanied by stock powers or note powers, as applicable, duly executed in blank or other instruments of transfer reasonably satisfactory to the
Collateral Agent and by such other instruments and documents as the Collateral Agent, may reasonably request and (ii) all other property comprising part of the Pledged Collateral delivered pursuant to the terms of this Agreement shall be
accompanied to the extent necessary to perfect the security interest in or allow realization on the Pledged Collateral by proper instruments of assignment duly executed by the applicable Grantor and such other instruments or documents as the
Collateral Agent may reasonably request. Each delivery of Pledged Securities shall be accompanied by a schedule describing the securities, which schedule shall be attached hereto as Schedule I (or a supplement to Schedule I, as
applicable) and made a part hereof; provided that failure to attach any such schedule hereto shall not affect the validity of such pledge of such Pledged Securities. Each schedule so delivered shall supplement any prior schedules so
delivered. 
 SECTION 3.03. Representations, Warranties and Covenants. The Grantors jointly and severally represent, warrant
and covenant to and with the Collateral Agent, for the benefit of the Secured Parties, that as of the Issue Date: 
 (a)
Schedule I correctly sets forth the percentage of the issued and outstanding units of each class of the Equity Interests of the issuer thereof represented by the Pledged Stock and includes all Equity Interests, debt securities and promissory notes
or instruments evidencing Indebtedness required to be (i) pledged pursuant to this Agreement and the Indenture, or (ii) delivered pursuant to Section 3.02; 

(b) the Pledged Stock and Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is
not a subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Grantor’s knowledge) have been duly and validly authorized and issued by the issuers thereof and (i) in the case of Pledged Stock, are fully paid and
nonassessable and (ii) in the case of Pledged Debt Securities (solely with respect to Pledged Debt Securities issued by a person that is not a subsidiary of Holdings or an Affiliate of any such subsidiary, to the best of each Grantor’s
knowledge) are legal, valid and binding obligations of the issuers thereof, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights
generally, general equitable principles (whether considered in a proceeding at law or in equity) and an implied covenant of good faith and fair dealing; 

(c) except for the security interests granted hereunder, each Grantor (i) is and, subject to any transfers made in
compliance with the Indenture, will continue to be the direct owner, beneficially and of record, of the Pledged Securities indicated on Schedule I as owned by such Grantor, (ii) holds the same free and clear of all Liens, other than
Permitted Liens, (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Lien on, the Pledged Collateral, other than pursuant to a transaction permitted by the
Indenture and other than Permitted Liens and (iv) subject to the rights of such Grantor under the Note Documents to dispose of Pledged Collateral, will use commercially reasonable efforts to defend its title or interest hereto or therein
against any and all Liens (other than Permitted Liens), however arising, of all persons; 

  
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 (d) other than as set forth in the Indenture or the schedules thereto, and
except for restrictions and limitations imposed by the Note Documents or securities laws generally, or otherwise permitted to exist pursuant to the terms of the Indenture, the Pledged Stock (other than partnership interests) is and will continue to
be freely transferable and assignable, and none of the Pledged Stock is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or contractual restriction
of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Stock hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Collateral Agent of rights and remedies hereunder; 

(e) each Grantor has the power and authority to pledge the Pledged Collateral pledged by it hereunder in the manner hereby done
or contemplated; 
 (f) other than as set forth in the Indenture or the schedules thereto, no consent or approval of any
Governmental Authority, any securities exchange or any other person was or is necessary to the validity of the pledge effected hereby (or the transfer of the Pledged Securities upon a foreclosure thereof (other than compliance with any securities
law applicable to the transfer of securities)), in each case other than such as have been obtained and are in full force and effect; 

(g) by virtue of the execution and delivery by the Grantors of this Agreement, when any Pledged Securities (including Pledged
Stock of any Domestic Subsidiary or any Qualified CFC Holding Company) are delivered to the Collateral Agent, for the benefit of the Secured Parties, in accordance with this Agreement and a financing statement covering such Pledged Securities is
filed in the appropriate filing office, the Collateral Agent will obtain, for the benefit of the Secured Parties, a legal, valid and perfected lien upon and security interest in such Pledged Securities under the New York UCC, subject only to
Permitted Liens permitted under the Indenture, as security for the payment and performance of the Secured Obligations; and 

(h) each Grantor that is an issuer of the Pledged Collateral confirms that it has received notice of the security interest
granted hereunder and consents to such security interest and, upon the occurrence and during the continuation of an Event of Default, agrees to transfer record ownership of the securities issued by it in connection with any request by the Collateral
Agent . 
 SECTION 3.04. Registration in Nominee Name; Denominations. The Collateral Agent, on behalf of the Secured Parties,
shall have the right (in its sole and absolute discretion) to hold the Pledged Securities in the name of the applicable Grantor, endorsed or assigned in blank or in favor of the Collateral Agent or, if an Event of Default shall have occurred and be
continuing, in its own name as pledgee or the name of its nominee (as pledgee or as sub-agent). Each Grantor will promptly give to the Collateral Agent copies of any notices or other communications received by
it with respect to Pledged Securities registered in the name of such Grantor. If an Event of Default shall have occurred and be continuing, the Collateral Agent shall have the right to exchange the certificates representing Pledged Securities for
certificates of smaller or larger denominations for any purpose consistent with this Agreement. Each Grantor shall use its commercially reasonable efforts to cause any Grantor that is not a party to this Agreement to comply with a request by the
Collateral Agent, pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Grantor for certificates of smaller or larger denominations. 

  
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 SECTION 3.05. Voting Rights; Dividends and Interest, Etc. Unless and until an
Event of Default shall have occurred and be continuing and the Collateral Agent shall have given notice to the relevant Grantors of the Collateral Agent’s intention to exercise its rights hereunder or under the Indenture, as applicable: 

(i) Each Grantor shall be entitled to exercise any and all voting and/or other consensual rights and powers inuring to an owner
of Pledged Collateral or any part thereof for any purpose consistent with the terms of this Agreement, the Indenture and the other Note Documents; provided that, except as permitted under the Indenture, such rights and powers shall not be
exercised in any manner that could materially and adversely affect the rights inuring to a holder of any Pledged Collateral, the rights and remedies of any of the Collateral Agent or the other Secured Parties under this Agreement, the Indenture or
any other Note Document or the ability of the Secured Parties to exercise the same. 
 (ii) The Collateral Agent shall, at
such Grantor’s sole expense and upon receipt of a written request, promptly execute and deliver to each Grantor, or cause to be executed and delivered to such Grantor, all such proxies, powers of attorney and other instruments as such Grantor
may reasonably request for the purpose of enabling such Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to subparagraph (i) above. 

(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest, principal and other distributions
paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in accordance with, the terms and
conditions of the Indenture, the other Note Documents and applicable laws; provided, that (A) any noncash dividends, interest, principal or other distributions, payments or other consideration in respect thereof, including any rights to
receive the same to the extent not so distributed or paid, that would constitute Pledged Securities to the extent such Grantor has the rights to receive such Pledged Securities if they were declared, distributed and paid on the date of this
Agreement, whether resulting from a subdivision, combination or reclassification of the outstanding Equity Interests of the issuer of any Pledged Securities, received in exchange for Pledged Securities or any part thereof, or in redemption thereof,
as a result of any merger, consolidation, acquisition or other exchange of assets to which such issuer may be a party or otherwise or (B) any non-cash dividends and other distributions paid or payable in
respect of any Pledged Securities that would constitute Pledged Securities to the extent such Grantor has the rights to receive such Pledged Securities if they were declared, distributed and paid on the date of this Agreement, in connection with a
partial or total liquidation or dissolution or in connection with a reduction of capital, capital surplus or paid in surplus, shall be and become part of the Pledged Collateral, and, if received by any Grantor, shall not be commingled by such
Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the benefit of 

  
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the Secured Parties, and shall be forthwith delivered to the Collateral Agent, for the benefit of the Secured Parties, in the same form as so received (endorsed in a manner reasonably
satisfactory to the Collateral Agent). This clause (iii) shall not apply to dividends between or among the Company, the Grantors and the Subsidiaries only of property which is subject to a perfected security interest under this Agreement;
provided that the Company notifies the Collateral Agent in writing, specifically referring to this Section 3.06, at the time of such dividend and takes any actions the Collateral Agent specifies to ensure the continuance of its perfected
security interest in such property under this Agreement. 
 (b) Upon the occurrence and during the continuance of an Event of Default and
after notice by the Collateral Agent to the Company of the intention of the Collateral Agent to exercise its rights hereunder or under the Indenture, as applicable, all rights of any Grantor to receive dividends, interest, principal or other
distributions with respect to Pledged Securities that such Grantor is authorized to receive pursuant to paragraph (a)(iii) of this Section 3.05 shall cease, and all such rights shall thereupon become vested, for the benefit of the Secured
Parties, in the Collateral Agent which shall have the sole and exclusive right and authority to receive and retain such dividends, interest, principal or other distributions; provided, however, that prior to the occurrence of an
Acceleration Event, any Grantor may continue to exercise dividend and distribution rights solely to the extent permitted under clause (12) and clause (13) (other than clause (B) thereof) of Section 4.07(b) of the Indenture and solely
to the extent that such amounts are required by Holdings for the stated purposes thereof. All dividends, interest, principal or other distributions received by any Grantor contrary to the provisions of this Section 3.05 shall not be commingled
by such Grantor with any of its other funds or property but shall be held separate and apart therefrom, shall be held in trust for the benefit of the Collateral Agent, for the benefit of the Secured Parties, and shall be forthwith delivered to the
Collateral Agent, for the benefit of the Secured Parties, in the same form as so received (with any necessary endorsements). Any and all money and other property paid over to or received by the Collateral Agent pursuant to the provisions of this
paragraph (b) shall be retained by the Collateral Agent in an account to be established by the Collateral Agent upon receipt of such money or other property and shall be applied in accordance with the provisions of Section 5.02 hereof.
After all Events of Default have been cured or waived and a Responsible Officer has delivered to the Collateral Agent a certificate to that effect, the Collateral Agent shall promptly repay to each Grantor (without interest) all dividends, interest,
principal or other distributions that such Grantor would otherwise be permitted to retain pursuant to the terms of paragraph (a)(iii) of this Section 3.05 and that remain in such account. 

(c) Upon the occurrence and during the continuance of an Event of Default and after notice by the Collateral Agent to the Company of the
intention of the Collateral Agent, to exercise its rights hereunder or under the Indenture, as applicable, all rights of any Grantor to exercise the voting and/or consensual rights and powers it is entitled to exercise pursuant to paragraph (a)(i)
of this Section 3.05 with respect to Pledged Securities, and the obligations of the Collateral Agent under paragraph (a)(ii) of this Section 3.05, shall cease, and all such rights shall thereupon become vested in the Collateral Agent, for
the benefit of the Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights and powers; provided that the Collateral Agent shall have the right from time to time following and
during the continuance of an Event of Default to permit the Grantors to exercise such rights. After all Events of Default have been cured or waived and a Responsible Officer has delivered to 

  
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the Collateral Agent a certificate to that effect, each Grantor shall have the right to exercise the voting and/or consensual rights and powers that such Grantor would otherwise be entitled to
exercise pursuant to the terms of paragraph (a)(i) of this Section 3.05 and the obligations of the Collateral Agent under paragraph (a)(ii) shall be in effect. 

ARTICLE IV 
 Security
Interests in Other Personal Property 
 SECTION 4.01. Security Interest. (a) As security for the payment or
performance when due (whether at the stated maturity, by acceleration or otherwise), as the case may be, in full of its Secured Obligations, each Grantor hereby pledges to the Collateral Agent, its successors and permitted assigns, for the benefit
of the Secured Parties, and hereby grants to the Collateral Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Security Interest”) in all right, title and interest
in or to any and all of the following assets and properties now owned or at any time hereafter acquired by such Grantor or in which such Grantor now has or at any time in the future may acquire any right, title or interest (collectively, the
“Article 9 Collateral”): 
 (i) all Accounts; 

(ii) all Chattel Paper; 

(iii) all Deposit Accounts; 

(iv) all Documents; 

(v) all Equipment; 

(vi) all General Intangibles; 

(vii) all Instruments; 

(viii) all Inventory and all other Goods not otherwise described above; 

(ix) all Investment Property; 

(x) all Commercial Tort Claims with respect to the matters described on Schedule III; 

(xi) all other personal property not otherwise described above (except for property specifically excluded from any defined term
used in any of the foregoing clauses); 
 (xii) all books and records pertaining to the Article 9 Collateral; and 

(xiii) to the extent not otherwise included, all proceeds, Supporting Obligations and products of any and all of the foregoing
and all collateral security and guarantees given by any person with respect to any of the foregoing; 

  
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 provided, however, that this Agreement shall not constitute a grant of a security interest in,
and the term Article 9 Collateral shall not include, any Excluded Property. Notwithstanding anything to the contrary in this Agreement or in the Indenture, no property of any Grantor shall be excluded from the definition of Pledged Collateral or
Article 9 Collateral if such property constitutes collateral security obligations of such Grantor under any First Lien Priority Indebtedness or any Second Lien Priority Indebtedness. 

(b) Each Grantor hereby authorizes and irrevocably agrees to file or cause to be filed in any relevant jurisdiction any initial financing
statements (including fixture filings) with respect to the Article 9 Collateral or any part thereof and amendments thereto that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the
filing of any financing statement or amendment, including (i) whether such Grantor is an organization, the type of organization and any organizational identification number issued to such Grantor, (ii) in the case of a financing statement
filed as a fixture filing, a sufficient description of the real property to which such Article 9 Collateral relates and (iii) a description of collateral that describes such property in any other manner as is necessary or advisable to ensure
the perfection of the security interest in the Article 9 Collateral granted under this Agreement, including describing such property as “all assets, whether now owned or hereafter acquired” or “all property, whether now owned or
hereafter acquired” or using words of similar import. Each Grantor agrees to provide promptly to the Collateral Agent copies of all such filings. 

Each Grantor further authorizes and agrees to file or cause to be filed with the United States Patent and Trademark Office or United States
Copyright Office such documents as may be reasonably necessary or advisable for the purpose of perfecting, confirming, continuing, enforcing or protecting the Security Interest granted by each Grantor, without the signature of such Grantor, and
naming such Grantor or the Grantors as debtors and the Collateral Agent as secured party. 
 (c) The Security Interest is granted as security
only and shall not subject the Collateral Agent or any other Secured Party to, or in any way alter or modify, any obligation or liability of any Grantor with respect to or arising out of the Article 9 Collateral. 

(d) Notwithstanding anything to the contrary in this Agreement or in the Indenture, no Grantor shall be required to enter into any deposit
account control agreement or securities account control agreement with respect to any cash, deposit account or securities account. 

SECTION 4.02. Representations and Warranties. The Grantors jointly and severally represent and warrant to the Collateral Agent
and the Secured Parties that, as of the Issue Date: 
 (a) Each Grantor has good and valid rights in and title to the Article
9 Collateral with respect to which it has purported to grant a Security Interest hereunder and has full power and authority to grant to the Collateral Agent the Security Interest in such Article 9 Collateral pursuant hereto and to execute, deliver
and perform its obligations in accordance with the terms of this Agreement, without the consent or approval of any other person other than any consent or approval that has been obtained and is in full force and effect or has otherwise been disclosed
herein or in the Indenture. 

  
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 (b) The Perfection Certificate has been duly prepared, completed and
executed and the information set forth therein, including the exact legal name of each Grantor, is correct and complete, in all material respects, as of the Issue Date. The Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations containing a description of the Article 9 Collateral that have been prepared based upon the information provided to the Collateral Agent in the Perfection Certificate for filing
in each governmental, municipal or other office specified in Schedule IV constitute all the filings, recordings and registrations (other than filings required to be made in the United States Patent and Trademark Office and the United States
Copyright Office in order to perfect the Security Interest in Article 9 Collateral consisting of United States issued and pending Patents, United States registered Trademarks and United States registered Copyrights) that are necessary to publish
notice of and protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent (for the benefit of the Secured Parties) in respect of all Article 9 Collateral in which the Security Interest may
be perfected by filing, recording or registration in the United States (or any political subdivision thereof), and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary in any such
jurisdiction, except as provided under applicable law with respect to the filing of continuation statements or amendments. Each Grantor represents and warrants that a fully executed Intellectual Property Security Agreement containing a description
of all Article 9 Collateral including all material Intellectual Property with respect to United States issued Patents (and Patents for which United States applications are pending), United States registered Trademarks (and Trademarks for which
United States registration applications are pending) and United States registered Copyrights has been delivered for recording with the United States Patent and Trademark Office and the United States Copyright Office pursuant to 35 U.S.C. § 261,
15 U.S.C. § 1060 or 17 U.S.C. § 205 and the regulations thereunder, as applicable, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Collateral Agent, for the benefit of the Secured
Parties, in respect of all Article 9 Collateral consisting of such material Intellectual Property in which a security interest may be perfected by recording with the United States Patent and Trademark Office and the United States Copyright Office,
and no further or subsequent filing, refiling, recording, rerecording, registration or reregistration is necessary (other than such actions as are necessary to perfect the Security Interest with respect to any Article 9 Collateral consisting of
registrations or applications for Patents, Trademarks and Copyrights acquired or obtained after the date hereof). The Company shall promptly deliver to the Collateral Agent copies of the as filed Intellectual Property Security Agreements and confirm
to the Collateral Agent the filing and recordation thereof with the applicable office. 
 (c) The Security Interest
constitutes (i) a legal and valid security interest in all the Article 9 Collateral securing the payment and performance of the Secured Obligations, (ii) subject to the filings described in Section 4.02(b), a perfected security
interest in all Article 9 Collateral in which a security interest may be perfected by filing, recording or registering a financing statement or analogous document in the United States (or any political


  
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subdivision thereof) pursuant to the Uniform Commercial Code or other applicable law in such jurisdictions and (iii) subject to the filings described in Section 4.02(b), a security
interest that shall be perfected in all Article 9 Collateral in which a security interest may be perfected upon the receipt and recording of the Intellectual Property Security Agreement with the United States Patent and Trademark Office and the
United States Copyright Office upon the making of such filings with such office, in each case, as applicable, with respect to material Intellectual Property Collateral. The Security Interest is and shall be prior to any other Lien on any of the
Article 9 Collateral other than Permitted Liens. 
 (d) The Article 9 Collateral is owned by the Grantors free and clear of
any Lien, other than Permitted Liens. None of the Grantors has filed or consented to the filing of (i) any financing statement or analogous document under the Uniform Commercial Code or any other applicable laws covering any Article 9
Collateral, (ii) any agreement in which any Grantor grants any interest in any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with the United States Patent and Trademark Office or the
United States Copyright Office or (iii) any agreement in which any Grantor grants any interest in any Article 9 Collateral or any security agreement or similar instrument covering any Article 9 Collateral with any foreign governmental,
municipal or other office, which financing statement or analogous document, assignment, security agreement or similar instrument is still in effect, except, in each case, for Permitted Liens. 

(e) None of the Grantors holds any Commercial Tort Claim individually in excess of $5.0 million as of the Issue Date
except as indicated on the Perfection Certificate. 
 (f) As to itself and its Article 9 Collateral consisting of
Intellectual Property (the “Intellectual Property Collateral”): 
 (i) The Intellectual Property
Collateral set forth on Schedule II includes all of the material registrations and material applications for Patents, Trademarks and Copyrights owned or exclusively licensed by and all material IP Agreements (other than (i) Trademark
Licenses granted by a Grantor to a franchisee or master franchisor in the ordinary course of business and (ii) licenses for generally commercially available software and hardware) binding upon such Grantor as of the date hereof. 

(ii) The Intellectual Property Collateral (excluding IP Agreements) is subsisting and has not been adjudged invalid or
unenforceable in whole or part, and, to such Grantor’s knowledge, is valid and enforceable, except as would not reasonably be expected to have a Material Adverse Effect. Such Grantor has no knowledge of any uses of any item of Intellectual
Property Collateral (excluding IP Agreements) that would be expected to lead to such item becoming invalid or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect. 

(iii) Such Grantor has made or performed all commercially reasonable acts, including without limitation filings, recordings and
payment of all required fees and taxes, required to maintain and protect its interest in the Intellectual Property Collateral (excluding IP Agreements) that is reasonably necessary for the operation of its business in


  
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full force and effect in the United States and such Grantor has used proper statutory notice in connection with its use of each Patent, Trademark and Copyright in the Intellectual Property
Collateral, except to the extent that the failure to do so would not reasonably be expected to have a Material Adverse Effect. 

(iv) With respect to each IP Agreement, the absence, termination or violation of which would reasonably be expected to have a
Material Adverse Effect: (A) such Grantor has not received any notice of termination or cancellation under such IP Agreement; (B) such Grantor has not received any notice of a breach or default under such IP Agreement, which breach or
default has not been cured or waived; and (C) neither such Grantor nor any other party to such IP Agreement is in breach or default thereof in any material respect, and no event has occurred that, with notice or lapse of time or both, would
constitute such a breach or default or permit termination, modification or acceleration under such IP Agreement. 
 (v)
Except as would not reasonably be expected to have a Material Adverse Effect, no Grantor or Intellectual Property Collateral is subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the use of any
Intellectual Property Collateral or that would impair the validity or enforceability of such Intellectual Property Collateral. 
 SECTION
4.03. Covenants. (a) The Company agrees promptly to notify the Collateral Agent in writing of any change (i) in the corporate or organization name of any Grantor, (ii) in the identity or type of organization or corporate
structure of any Grantor, (iii) in the Federal Taxpayer Identification Number or organizational identification number of any Grantor or (iv) in the jurisdiction of organization of any Grantor. The Company agrees promptly to provide the
Collateral Agent with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. 

(b) Subject to the rights of such Grantor under the Note Documents to dispose of Collateral, each Grantor shall, at its own expense, use
commercially reasonable efforts to defend title to the Article 9 Collateral against all persons and to defend the Security Interest of the Collateral Agent, for the benefit of the Secured Parties, in the Article 9 Collateral and the priority thereof
against any Lien that is not a Permitted Lien. 
 (c) Each Grantor agrees, at its own expense, to execute, acknowledge, deliver and cause to
be duly filed all such further instruments and documents and take all such actions as may from time to time be reasonably required to better assure, preserve, protect, defend and perfect the Security Interest and the rights and remedies created
hereby, including, without limitation, (i) the payment of any fees and taxes required in connection with the execution and delivery of this Agreement and the granting of the Security Interest, and (ii) the filing of any financing
statements (including fixture filings) or other documents in connection herewith or therewith, all in accordance with the terms hereof and of Article 14 of the Indenture. If any Indebtedness payable under or in connection with any of the Article 9
Collateral that is in excess of $5.0 million shall be or become evidenced by any promissory note or other instrument, such note or instrument shall be promptly pledged and delivered to the Collateral Agent for the benefit of the Secured
Parties, duly endorsed in a manner reasonably satisfactory to the Collateral Agent. 

  
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 (d) After the occurrence of an Event of Default and during the continuance thereof, the
Collateral Agent shall have the right (but in no event shall it have the obligation) to verify under reasonable procedures the validity, amount, quality, quantity, value, condition and status of, or any other matter relating to, the Article 9
Collateral, including, in the case of Accounts or Article 9 Collateral in the possession of any third person, by contacting Account Debtors or the third person possessing such Article 9 Collateral for the purpose of making such a verification. The
Collateral Agent shall have the right to share any information it gains from such inspection or verification with any Secured Party. 
 (e)
At its option and, prior to the occurrence of an Event of Default, upon written notice to the Company, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied
or placed on the Article 9 Collateral and not a Permitted Lien, and may pay for the maintenance and preservation of the Article 9 Collateral to the extent any Grantor fails to do so as required by the Indenture or this Agreement, and each Grantor
jointly and severally agrees to reimburse the Collateral Agent on demand for any reasonable payment made or any reasonable expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that
nothing in this Section 4.03(f) shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor
with respect to taxes, assessments, charges, fees, Liens, security interests or other encumbrances and maintenance as set forth herein or in the other Note Documents. 

(f) Each Grantor (rather than the Collateral Agent or any Secured Party) shall remain liable for the observance and performance of all the
conditions and obligations to be observed and performed by it under each contract, agreement or instrument relating to the Article 9 Collateral and each Grantor jointly and severally agrees to indemnify and hold harmless the Collateral Agent and the
Secured Parties from and against any and all liability for such performance. 
 (g) None of the Grantors shall make or permit to be made an
assignment, pledge or hypothecation of the Article 9 Collateral or shall grant any other Lien in respect of the Article 9 Collateral, except as permitted by the Indenture. None of the Grantors shall make or permit to be made any transfer of the
Article 9 Collateral and each Grantor shall remain at all times in possession or otherwise in control of the Article 9 Collateral owned by it, except as permitted by the Indenture. 

(h) Each Grantor irrevocably makes, constitutes and appoints the Collateral Agent (and all officers, employees or agents designated by the
Collateral Agent) as such Grantor’s true and lawful agent (and attorney-in-fact) for the purpose, during the continuance of an Event of Default, of making, settling
and adjusting claims in respect of Article 9 Collateral under policies of insurance, endorsing the name of such Grantor on any check, draft, instrument or other item of payment for the proceeds of such policies of insurance and for making all
determinations and decisions with respect thereto. In the event that any Grantor at any time or times shall fail to obtain or maintain any of the policies of insurance required hereby or to pay any premium in whole or part relating thereto, the
Collateral Agent may (but shall in no event be required to), without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion and, prior to the occurrence of an Event of Default, upon
written notice to the 

  
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Company, obtain and maintain such policies of insurance and pay such premium and take any other actions with respect thereto as the Collateral Agent reasonably deems advisable. All sums disbursed
by the Collateral Agent in connection with this Section 4.03(i), including reasonable attorneys’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Grantors to the Collateral Agent and
shall be additional Secured Obligations secured hereby. 
 SECTION 4.04. Other Actions. In order to further ensure the
attachment, perfection and priority of, and the ability of the Collateral Agent to enforce, for the benefit of the Secured Parties, the Collateral Agent’s security interest in the Article 9 Collateral, each Grantor agrees, in each case at such
Grantor’s own expense, to take the following actions with respect to the following Article 9 Collateral: 
 (a)
Instruments and Tangible Chattel Paper. If any Grantor shall at any time hold or acquire any Instruments (other than checks received and processed in the ordinary course of business) or tangible Chattel Paper evidencing an amount in
excess of $5.0 million, such Grantor shall forthwith endorse, assign and deliver the same to the Collateral Agent for the benefit of the Secured Parties, accompanied by any necessary instruments of transfer or assignment duly executed in blank.

 (b) Commercial Tort Claims. If any Grantor shall at any time hold or acquire a Commercial Tort Claim in an
amount reasonably estimated to exceed $5.0 million, such Grantor shall promptly notify the Collateral Agent thereof in a writing signed by such Grantor, including a summary description of such claim, and grant to the Collateral Agent in writing
a security interest therein and in the proceeds thereof, all under the terms and provisions of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Collateral Agent. 

SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as permitted under the Indenture,
each Grantor agrees that it will not knowingly do any act or omit to do any act (and will exercise commercially reasonable efforts to prevent its licensees or sublicensees from doing any act or omitting to do any act) whereby any Patent that is
material to the normal conduct of such Grantor’s business may become prematurely invalidated, abandoned, lapsed or dedicated to the public, and agrees that it shall take commercially reasonable steps with respect to any material products
covered by any such Patent as necessary and sufficient to establish and preserve such Grantor’s rights under applicable patent laws.  

(b) Except as permitted under the Indenture, each Grantor will, and will use its commercially reasonable efforts to cause its licensees or its
sublicensees to, for each Trademark material to the normal conduct of such Grantor’s business, (i) maintain such Trademark in full force free from any adjudication of abandonment or invalidity for
non-use, (ii) maintain the quality of products and services offered under such Trademark, (iii) consistent with its prior practice, display such Trademark with notice of federal or foreign
registration or claim of trademark or service mark as permitted under applicable law and (iv) not knowingly use or knowingly permit its licensees’ or sublicensees’ use of such Trademark in violation of any third-party rights. 

  
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 (c) Except as permitted under the Indenture, each Grantor will, and will use its
commercially reasonable efforts to cause its licensees or its sublicensees to, for each work covered by a Copyright material to the ordinary conduct of such Grantor’s business that it publishes, displays and distributes, and, consistent with
its prior practice, use copyright notice as permitted under applicable copyright laws. 
 (d) Each Grantor shall notify the Collateral Agent
promptly if it knows that any Patent, Trademark or Copyright material to the ordinary conduct of such Grantor’s business has permanently become abandoned, lapsed or dedicated to the public, or of any materially adverse determination, excluding non-material office actions and similar determinations or developments in the United States Patent and Trademark Office, United States Copyright Office, any court or any similar office of any country, regarding such
Grantor’s ownership of any such Patent, Trademark or Copyright or its right to register or to maintain the same. 
 (e) Each Grantor,
either itself or through any agent, employee, licensee or designee, shall (i) inform the Collateral Agent on a quarterly basis of each registration or application made by itself, or through any agent, employee, licensee or designee at such
Grantor’s request, for any Patent or Trademark with the United States Patent and Trademark Office or, on a monthly basis, of each registration made by itself, or through any agent, employee, licensee or designee at such Grantor’s request,
for any Copyright with the United States Copyright Office, respectively, or any comparable office or agency in any other country filed during the preceding period, (ii) promptly execute and deliver any and all agreements, instruments, documents
and papers necessary to evidence the Collateral Agent’s security interest in such U.S. Patent, Trademark or Copyright and the perfection thereof, and (iii) promptly execute and deliver any and all agreements, instruments, documents and
papers necessary to evidence the Collateral Agent’s security interest in such non-U.S. Patent, Trademark or Copyright and the perfection thereof, to the extent executed and delivered pursuant to any First
Lien Priority Indebtedness. 
 (f) Each Grantor shall exercise its reasonable business judgment consistent with the practice in any
proceeding before the United States Patent and Trademark Office, the United States Copyright Office or any comparable office or agency in any other country with respect to maintaining and pursuing each application relating to any Patent, Trademark
and/or Copyright (and obtaining the relevant grant or registration) material to the ordinary conduct of such Grantor’s business and to maintain (i) each issued Patent and (ii) the registrations of each Trademark and each Copyright
that is material to the ordinary conduct of such Grantor’s business, including, when applicable and necessary in such Grantor’s reasonable business judgment, timely filings of applications for renewal, affidavits of use, affidavits of
incontestability and payment of maintenance fees, and, if any Grantor believes necessary in its reasonable business judgment, to initiate opposition, interference and cancellation proceedings against third parties. 

(g) In the event that any Grantor knows or has reason to know that any Article 9 Collateral consisting of a Patent, Trademark or Copyright
material to the ordinary conduct of its business has been or is about to be materially infringed, misappropriated or diluted by a third party, such Grantor shall promptly notify the Collateral Agent (other than infringements, misappropriations or
dilutions by franchisees or former franchisees unless and until such franchisee or former franchisee challenges the validity of any such Patent, Trademark or Copyright) and shall, if such Grantor deems it necessary in its reasonable business
judgment, take such actions as are reasonably appropriate under the circumstances, which may include suing and recovering damages. 

  
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 SECTION 4.06. Insurance. (a) Each Grantor agrees to maintain, with
financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations
and cause the Collateral Agent to be listed as loss payee on property and casualty policies, and as an additional insured on liability policies; provided that (i) workers’ compensation insurance or similar coverage may be effected
with respect to its operations in any particular state or other jurisdiction through an insurance fund operated by such state or jurisdiction and (ii) such insurance may contain self-insurance retention and deductible levels consistent with
normal industry practice. 
 (b) With respect to any real property on which there is a mortgage granted for the benefit of the Holders
(“Mortgaged Properties”), if at any time the area in which the relevant premises are located is designated a “flood hazard area” in any Flood Insurance Rate Map published by the Federal Emergency Management Agency
(or any successor agency), each Grantor shall obtain flood insurance in such reasonable total amount as the First Lien Priority Representative (as defined in the Intercreditor Agreement) may from time to time reasonably require with respect to such
Mortgaged Properties, and otherwise comply with the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as it may be amended from time to time. 

(c) In connection with the covenants set forth in this Section 4.06, it is understood and agreed that: 

(i) none of the Collateral Agent, the Holders, the other Secured Parties and their respective agents or employees shall be
liable for any loss or damage insured by the insurance policies required to be maintained under this Section 4.06, it being understood that (A) the Grantors shall look solely to their insurance companies or any other parties other than the
aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Collateral Agent, the Holders, the other Secured Parties or their agents or employees. If, however, the
insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then the Borrower, on behalf of itself and behalf of each of its Subsidiaries, hereby
agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Collateral Agent, the Holders, the other Secured Parties and their agents and employees;
and 
 (ii) the designation of any form, type or amount of insurance coverage by the Collateral Agent under this
Section 4.06 shall in no event be deemed a representation, warranty or advice by the Collateral Agent, the Holders or the other Secured Parties that such insurance is adequate for the purposes of the business of the Company and the Subsidiaries
or the protection of their properties. 

  
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 ARTICLE V 

Remedies 
 SECTION
5.01. Remedies Upon Default. Upon the occurrence and during the continuance of an Event of Default, each Grantor agrees to deliver each item of Collateral to the Collateral Agent on demand, and it is agreed that the Collateral Agent
shall have the right to take any of or all the following actions at the same or different times: (a) with respect to any Article 9 Collateral consisting of Intellectual Property, on demand, to cause the Security Interest to become an
assignment, transfer and conveyance of any of or all such Article 9 Collateral by the applicable Grantors to the Collateral Agent or to license or sublicense, whether general, special or otherwise, and whether on an exclusive or a nonexclusive
basis, any such Article 9 Collateral throughout the world on such terms and conditions and in such manner as the Collateral Agent shall determine (other than in violation of any then-existing licensing arrangements to the extent that waivers
thereunder cannot be obtained with the use of commercially reasonable efforts, which each Grantor hereby agrees to use) and (b) with or without legal process and with or without prior notice or demand for performance, to take possession of the
Article 9 Collateral and without liability for trespass to the applicable Grantor to enter any premises where the Article 9 Collateral may be located for the purpose of taking possession of or removing the Article 9 Collateral and, generally, to
exercise any and all rights afforded to a secured party with respect to the Secured Obligations under the applicable Uniform Commercial Code or other applicable law or in equity. Without limiting the generality of the foregoing, each Grantor agrees
that the Collateral Agent shall have the right, subject to the mandatory requirements of applicable law, to sell or otherwise dispose of all or any part of the Collateral securing the Secured Obligations at a public or private sale or at any
broker’s board or on any securities exchange, for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate. The Collateral Agent shall be authorized in connection with any sale of a security (if it deems it
advisable to do so) pursuant to the foregoing to restrict the prospective bidders or purchasers to persons who represent and agree that they are purchasing such security for their own account, for investment, and not with a view to the distribution
or sale thereof. Upon consummation of any such sale of Collateral pursuant to this Section 5.01 the Collateral Agent shall have the right to assign, transfer and deliver to the purchaser or purchasers thereof the Collateral so sold. Each such
purchaser at any such sale shall hold the property sold absolutely, free from any claim or right on the part of any Grantor, and each Grantor hereby waives and releases (to the extent permitted by law) all rights of redemption, stay, valuation and
appraisal that such Grantor now has or may at any time in the future have under any rule of law or statute now existing or hereafter enacted. 

To the extent any notice is required by applicable law, the Collateral Agent shall give the applicable Grantors 10 Business Days’ written
notice (which each Grantor agrees is reasonable notice within the meaning of Section 9-611 of the New York UCC or its equivalent in other jurisdictions) of the intention of the Collateral Agent to make
any sale of Collateral. Such notice, in the case of a public sale, shall state the time and place for such sale and, in the case of a sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is
to be made and the day on which the Collateral, or portion thereof, will first be offered for sale at such board or exchange. Any such public sale shall be held at such time or times within ordinary business hours and at such place or places as the
Collateral Agent may fix and state in the notice (if any) of such sale. At any such sale, the Collateral, or the portion thereof, to be sold may 

  
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be sold in one lot as an entirety or in separate parcels, as the Collateral Agent may (in its sole and absolute discretion) determine. The Collateral Agent shall not be obligated to make any sale
of any Collateral if it shall determine not to do so, regardless of the fact that notice of sale of such Collateral shall have been given. The Collateral Agent may, without notice or publication, adjourn any public or private sale or cause the same
to be adjourned from time to time by announcement at the time and place fixed for sale, and such sale may, without further notice, be made at the time and place to which the same was so adjourned. In the case of any sale of all or any part of the
Collateral made on credit or for future delivery, the Collateral so sold may be retained by the Collateral Agent until the sale price is paid by the purchaser or purchasers thereof, but the Collateral Agent shall not incur any liability in the event
that any such purchaser or purchasers shall fail to take up and pay for the Collateral so sold and, in the case of any such failure, such Collateral may be sold again upon notice given in accordance with provisions above. At any public (or, to the
extent permitted by law, private) sale made pursuant to this Section 5.01, any Secured Party may bid for or purchase for cash, free (to the extent permitted by law) from any right of redemption, stay, valuation or appraisal on the part of any
Grantor (all such rights being also hereby waived and released to the extent permitted by law), the Collateral or any part thereof offered for sale and such Secured Party may, upon compliance with the terms of sale, hold, retain and dispose of such
property in accordance with Section 5.02 hereof without further accountability to any Grantor therefor. For purposes hereof, a written agreement to purchase the Collateral or any portion thereof shall be treated as a sale thereof; the
Collateral Agent shall be free to carry out such sale pursuant to such agreement and no Grantor shall be entitled to the return of the Collateral or any portion thereof subject thereto, notwithstanding the fact that after the Collateral Agent shall
have entered into such an agreement all Events of Default shall have been remedied and the Secured Obligations paid in full. As an alternative to exercising the power of sale herein conferred upon it, the Collateral Agent may proceed by a suit or
suits at law or in equity to foreclose this Agreement and to sell the Collateral or any portion thereof pursuant to a judgment or decree of a court or courts having competent jurisdiction or pursuant to a proceeding by a court-appointed receiver.
Any sale pursuant to the provisions of this Section 5.01 shall be deemed to conform to the commercially reasonable standards as provided in Section 9-610(b) of the New York UCC or its equivalent in
other jurisdictions. 
 SECTION 5.02. Application of Proceeds. (a) Subject to the provisions of the Intercreditor
Agreement, the Collateral Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Collateral as follows: 

FIRST, to the payment of all costs and expenses incurred by the Collateral Agent and the Trustee in connection with such
collection or sale or otherwise in connection with this Agreement, any other Note Document or any of the Secured Obligations secured by such Collateral, including without limitation all court costs and the fees and expenses of its agents and legal
counsel, the repayment of all advances made by the Collateral Agent or the Trustee hereunder or under any other Note Document on behalf of any Grantor, any other costs or expenses incurred in connection with the exercise of any right or remedy
hereunder or under any other Note Document, and all other fees, indemnities and other amounts owing or reimbursable to the Collateral Agent under any Note Document in its capacity as such; 

  
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 SECOND, to the payment in full of the other Secured Obligations secured by
such Collateral (the amounts so applied to be distributed among the Secured Parties pro rata in accordance with the respective amounts of such Secured Obligations owed to them on the date of any such distribution); and 

THIRD, to the applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct.

 The Collateral Agent shall, subject to the provisions of the Intercreditor Agreement, have absolute discretion as to the time of application of any such
proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Collateral Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by the
Collateral Agent or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase
money paid over to the Collateral Agent or such officer or be answerable in any way for the misapplication thereof. 
 SECTION 5.03.
Securities Act, Etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in
effect, or any similar federal statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the “Federal Securities Laws”) with respect to any
disposition of the Pledged Collateral permitted hereunder. Each Grantor understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Collateral Agent if the Collateral Agent were to attempt to
dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or
limitations affecting the Collateral Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable “blue sky” or other state securities laws or similar laws analogous in purpose or effect. Each Grantor
acknowledges and agrees that in light of such restrictions and limitations, the Collateral Agent, in its sole and absolute discretion, (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering
such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws or, to the extent applicable, “blue sky” or other state securities laws and (b) may approach and negotiate with a single potential
purchaser to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale,
the Collateral Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Collateral Agent, in its sole and absolute discretion, may in good faith deem reasonable under the
circumstances, notwithstanding the possibility that a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this
Section 5.03 will apply notwithstanding the existence of a public or private market upon which the quotations or sales prices may exceed substantially the price at which the Collateral Agent sells. 

  
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 ARTICLE VI 

Indemnity, Subrogation and Subordination 

SECTION 6.01. Indemnity. In addition to all such rights of indemnity and subrogation as the Grantors may have under applicable
law (but subject to Section 6.03 hereof), the Company agrees that (a) in the event a payment shall be made by any Subsidiary Grantor under the Note Documents in respect of any Guarantor Obligation of the Company, the Company shall
indemnify such Subsidiary Grantor for the full amount of such payment and such Subsidiary Grantor shall be subrogated to the rights of the person to whom such payment shall have been made to the extent of such payment and (b) in the event any
assets of any Subsidiary Grantor shall be sold pursuant to this Agreement or any other Collateral Document to satisfy in whole or in part an obligation owed to any Secured Party by the Company, the Company shall indemnify such Subsidiary Grantor in
an amount equal to the greater of the book value or the fair market value of the assets so sold. 
 SECTION 6.02. Contribution and
Subrogation. Each Subsidiary Grantor (a “Contributing Party”) agrees (subject to Section 6.03 hereof) that, in the event a payment shall be made by any other Subsidiary Grantor hereunder in respect of any
Guarantor Obligation, or assets of any other Subsidiary Grantor shall be sold pursuant to any Collateral Document to satisfy any Secured Obligation owed to any Secured Party and such other Subsidiary Grantor (the “Claiming
Party”) shall not have been fully indemnified by the Company as provided in Section 6.01 hereof, the Contributing Party shall indemnify the Claiming Party in an amount equal to the amount of such payment or the greater of the book
value or the fair market value of such assets, as applicable, in each case multiplied by a fraction of which the numerator shall be the net worth of such Contributing Party on the date hereof and the denominator shall be the aggregate net worth of
all the Contributing Parties on the date hereof (or, in the case of any Subsidiary Grantor becoming a party hereto pursuant to Section 7.16 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Grantor). Any
Contributing Party making any payment to a Claiming Party pursuant to this Section 6.02 shall be subrogated to the rights of such Claiming Party to the extent of such payment. 

SECTION 6.03. Subordination; Subrogation. (a) Subject to the limitations set forth in Section 10.02 and
Section 11.02 of the Indenture, to the extent permitted by law and to the extent to do so would not constitute unlawful financial assistance, each Grantor hereby subordinates any and all debts, liabilities and other obligations owed to such
Grantor by each other Grantor (the “Subordinated Obligations”) to the Secured Obligations (other than contingent or unliquidated obligations or liabilities) owed by it to the extent and in the manner hereinafter set forth in
this Section 6.03: 
 (i) Prohibited Payments, Etc. Each Grantor may receive payments from any
other Grantor on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of Default, upon the Collateral Agent’s request, as directed in writing by the Holders of a majority in aggregate principal
amount of the then outstanding Notes, no Grantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations until the Secured Obligations (other than contingent or unliquidated obligations or
liabilities) have been paid in full in cash. 

  
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 (ii) Prior Payment of Secured Obligations. In any
proceeding under the U.S. Bankruptcy Code or any other U.S. federal, U.S. state or non-U.S. bankruptcy, insolvency, receivership or similar law in any jurisdiction relating to any other Grantor, each Grantor
agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Secured Obligations (including all interest and expenses accruing after the commencement of a proceeding under any U.S. Bankruptcy Code or any other U.S.
federal, state bankruptcy, insolvency, receivership or similar law in any jurisdiction, whether or not constituting an allowed claim in such proceeding (“Post-Petition Interest”)) (other than contingent or unliquidated
obligations or liabilities) before such Grantor receives payment of any Subordinated Obligations. 
 (iii)
Turn-Over. After the occurrence and during the continuance of any Event of Default, each Grantor shall, upon the Collateral Agent’s request, as directed in writing by the Holders of a majority in aggregate principal amount
of the then outstanding Notes, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for (or, in any jurisdiction whose law does not include the concept of trusts, for the account of) the Secured Parties and
deliver such payments to the Collateral Agent on account of the Secured Obligations (including all Post-Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner
the liability of such Grantor under the other provisions of this Agreement. 
 (iv) Collateral Agent
Authorization. Subject to the Intercreditor Agreement and after the occurrence and during the continuance of any Event of Default, the Collateral Agent is authorized and empowered (but without any obligation to so do), in its
discretion, (i) in the name of each Grantor, to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and to apply any amounts received thereon to the Secured Obligations (including any and all Post-Petition
Interest), and (ii) to require each Grantor (A) to collect and enforce, and to submit claims in respect of, the Subordinated Obligations and (B) to pay any amounts received on such obligations to the Collateral Agent for application
to the Secured Obligations (including any and all Post-Petition Interest). 
 (b) Subject to the limitations set forth in Section 10.02
and Section 11.02 of the Indenture, each Grantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Company, any other Grantor or any other insider guarantor that arise
from the existence, payment, performance or enforcement of such Grantor’s obligations under or in respect of this Agreement or any other Note Document, including, without limitation, any right of subrogation, reimbursement, exoneration,
contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Company, any other Grantor or any other insider guarantor or any Collateral, whether or not such claim, remedy or right arises in
equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, any other Grantor or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Secured Obligations (other than contingent or unliquidated obligations or liabilities) and
all other amounts payable under this Agreement shall have been paid in full in cash, and each Grantor agrees that it will not be entitled to bring any action, claim, suit or other proceeding in respect of any right it may have in respect of any
payment on its Guarantee or other obligation hereunder until such 

  
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time. If any amount shall be paid to any Grantor in violation of the immediately preceding sentence at any time prior to the payment in full in cash of the Secured Obligations (other than
contingent or unliquidated obligations or liabilities) and all other amounts payable under this Agreement, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of
such Grantor and shall forthwith be paid or delivered to the Collateral Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Secured Obligations and all other amounts payable under
this Agreement, whether matured or unmatured, in accordance with the terms of the Note Documents, or to be held as Collateral for any Secured Obligations or other amounts payable under such guarantee thereafter arising. If (i) any Grantor shall
make payment to any Secured Party of all or any part of the Secured Obligations, and (ii) all of the Secured Obligations (other than contingent or unliquidated obligations or liabilities) and all other amounts payable under this Agreement shall
have been paid in full in cash, the Collateral Agent will, at such Grantor’s request and expense, execute and deliver to such Grantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to such Grantor of an interest in the Secured Obligations resulting from such payment made by such Grantor pursuant to this Agreement.  

ARTICLE VII 

Miscellaneous 

SECTION 7.01. Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in
writing and given as provided in Section 15.01 of the Indenture. All communications and notices hereunder to any Grantor shall be given to it in care of the Company, with such notice to be given as provided in Section 15.01 of the
Indenture. 
 The Collateral Agent agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods. If the party elects to give the Collateral Agent e-mail or facsimile instructions (or
instructions by a similar electronic method) and the Collateral Agent in its discretion elects to act upon such instructions, the Collateral Agent’s understanding of such instructions shall be deemed controlling. The Collateral Agent shall not
be liable for any losses, costs or expenses arising directly or indirectly from the its reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The
party providing electronic instructions agrees to assume all risks arising out of the use of such electronic methods to submit instructions and directions to the Collateral Agent, including without limitation the risk of the Collateral Agent acting
on unauthorized instructions, and the risk or interception and misuse by third parties. 
 SECTION 7.02. [RESERVED]. 

SECTION 7.03. Limitation By Law. All rights, remedies and powers provided in this Agreement may be exercised only to the extent
that the exercise thereof does not violate any applicable provision of law, and all the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and to be limited to the extent
necessary so that they shall not render this Agreement invalid, unenforceable, in whole or in part, or not entitled to be recorded, registered or filed under the provisions of any applicable law. 

  
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 SECTION 7.04. Binding Effect; Several Agreement. This Agreement shall become
effective as to any party to this Agreement when a counterpart hereof executed on behalf of such party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and
thereafter shall be binding upon such party and the Collateral Agent and their respective permitted successors and assigns, and shall inure to the benefit of such party, the Collateral Agent and the other Secured Parties and their respective
permitted successors and assigns, except that no party shall have the right to assign or transfer its rights or obligations hereunder or any interest herein or in the Collateral (and any such assignment or transfer shall be void) except as
contemplated or permitted by this Agreement or the Indenture. This Agreement shall be construed as a separate agreement with respect to each party and may be amended, modified, supplemented, waived or released with respect to any party without the
approval of any other party and without affecting the obligations of any other party hereunder. 
 SECTION 7.05. Successors and
Assigns. Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of any
Grantor or the Collateral Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns; provided that no Grantor may assign, transfer or delegate any of its rights or
obligations under this Agreement without the prior written consent of the Collateral Agent (unless permitted under the Indenture). 

SECTION 7.06. Collateral Agent’s Fees and Expenses; Indemnification. (a) The parties
hereto agree that the Collateral Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 7.07 of the Indenture. 

(b) Without limitation of its indemnification obligations under the other Note Documents, each Grantor jointly and severally agrees to
indemnify the Collateral Agent against, and hold it harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (except the allocated cost of in-house counsel), incurred by or asserted against the Collateral Agent arising out of, in connection with, or as a result of (i) the execution, delivery or performance of this Agreement or any other Note
Document to which such Grantor is a party or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the transactions
contemplated hereby or (ii) any claim, litigation, investigation or proceeding relating to any of the foregoing, or to the Collateral, whether or not the Collateral Agent is a party thereto; provided that such indemnity shall not be
available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful
misconduct of the Collateral Agent. 
 (c) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured
hereby and by the other Collateral Documents. The provisions of this Section 7.06 shall remain operative and in full force and effect regardless of the termination of this Agreement or any other Note Document, the consummation of the
transactions contemplated 

  
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hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Note Document, or any investigation made by or
on behalf of the Collateral Agent or any other Secured Party. All amounts due under this Section 7.06 shall be payable on written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or
other amount requested. 
 SECTION 7.07. Collateral Agent Appointed
Attorney-in-Fact. Each Grantor hereby appoints the Collateral Agent the
attorney-in-fact of such Grantor for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Collateral
Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. The Collateral Agent shall have the right, upon the occurrence and during the continuance of an Event of Default,
with full power of substitution either in the Collateral Agent’s name or in the name of such Grantor, (a) to receive, endorse, assign or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment
relating to the Collateral or any part thereof, (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Collateral; (c) to ask for, demand, sue for, collect, receive and give
acquittance for any and all moneys due or to become due under and by virtue of any Collateral; (d) to sign the name of any Grantor on any invoice or bill of lading relating to any of the Collateral; (e) to send verifications of Accounts to
any Account Debtor; (f) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Collateral or to enforce any rights in
respect of any Collateral; (g) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Collateral; and (h) to use, sell, assign, transfer, pledge, make any agreement with respect to
or otherwise deal with all or any of the Collateral, and to do all other acts and things necessary to carry out the purposes of this Agreement (in accordance with its terms), as fully and completely as though the Collateral Agent were the absolute
owner of the Collateral for all purposes; provided, that nothing herein contained shall be construed as requiring or obligating the Collateral Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment
received by the Collateral Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. The
Collateral Agent and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be
responsible to any Grantor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct. 
 SECTION
7.08. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. 

SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Collateral Agent, the Trustee or any Holder of the Notes
in exercising any right, power or remedy hereunder or under any other Note Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to
enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of the Collateral Agent, the


  
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Trustee and the Holders of the Notes hereunder and under the other Note Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver
of any provision of this Agreement or consent to any departure by any Grantor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.09, and then such waiver or consent shall be
effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the issuance of the Notes shall not be construed as a waiver of any Default or Event of Default, regardless of whether the
Collateral Agent, the Trustee or any Holder of the Notes may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Grantor in any case shall entitle any Grantor to any other or further notice or
demand in similar or other circumstances. 
 (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Collateral Agent and the Grantor or Grantors with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Article 9
of the Indenture. 
 SECTION 7.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER NOTE DOCUMENT. EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10. 

SECTION 7.11. Severability. In the event any one or more of the provisions contained in this Agreement or in any other Note
Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. The parties shall
endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7.12. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but
all of which shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Agreement by telecopy, emailed pdf. or any other electronic means that reproduces an image of the actual executed signature page shall
be effective as delivery of a manually executed counterpart of this Agreement. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Agreement or any
document to be signed in connection with this Agreement shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, 

  
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physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic
Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, the New York UCC or any other similar state laws based on the Uniform Electronic Transactions Act. Without limiting the generality of the
foregoing, each of the parties hereto hereby (i) agrees that, for all purposes, including without limitation, in connection with any workout, restructuring, enforcement of remedies, bankruptcy proceedings or litigation among the parties hereto,
electronic images of this Agreement (including with respect to any signature pages thereto) shall have the same legal effect, validity and enforceability as any paper original, and (ii) waives any argument, defense or right to contest the
validity or enforceability of this Agreement based solely on the lack of paper original copies of this Agreement, including with respect to any signature pages thereto. For purposes of this Section 7.12, “Electronic Signature”
means an electronic sound, symbol, or process attached to, or associated with, a contract or other record and adopted by a Person with the intent to sign, authenticate or accept such contract or record. 

SECTION 7.13. Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference
only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 7.14. Jurisdiction; Consent to Service of Process. (a) Each party to this Agreement hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement or any other Note Documents, or for recognition or enforcement of any judgment, and each of the parties hereto 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 of the parties hereto 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 Collateral Agent, the Trustee or any Holder of the Notes may otherwise have to bring any
action or proceeding relating to this Agreement or any other Note Document against any Grantor, or its properties, in the courts of any jurisdiction. 

(b) Each party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any
objection which 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 or any other Note Document in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 

SECTION 7.15. Termination or Release. (a) This Agreement, the pledges made herein, the Security Interest and all other
security interests granted hereby shall terminate with respect to all Secured Obligations when all the outstanding Secured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately
available funds. 

  
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 (b) A Grantor shall automatically be released from its obligations hereunder and the
Security Interest in the Collateral of such Grantor shall be automatically released upon the consummation of any transaction permitted by the Indenture as a result of which such Grantor ceases to be a Subsidiary of the Company or otherwise ceases to
be a Grantor. 
 (c) The Security Interest in any Collateral shall be released to the extent provided in Section 14.07 of the Indenture
or Section 4.2 of the Intercreditor Agreement. 
 (d) In connection with any termination or release pursuant to paragraph (a), (b) or
(c) of this Section 7.15, the Collateral Agent shall execute and deliver to any Grantor, at such Grantor’s expense all documents that such Grantor shall reasonably request to evidence such termination or release and will duly assign
and transfer to such Grantor such of the Pledged Collateral so released that may be in the possession of the Collateral Agent that has not theretofore been sold or otherwise applied or released pursuant to this Agreement (subject, however, to the
obligations of the Collateral Agent under the Intercreditor Agreement). Any execution and delivery of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Collateral Agent. 

SECTION 7.16. Additional Subsidiaries. Upon execution and delivery by the Collateral Agent and any Subsidiary that is required
to become a party hereto by Section 4.15 of the Indenture of an instrument in the form of Exhibit I hereto (with such additions to such form as the Collateral Agent and the Company may reasonably agree in the case of any such Subsidiary)
(a “Supplement”), such entity shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any
other party to this Agreement. The rights and obligations of each party to this Agreement shall remain in full force and effect notwithstanding the addition of any new party to this Agreement. 

SECTION 7.17. No Limitations, Etc. (a) Except for termination of a Grantor’s obligations hereunder as
expressly provided for in Section 7.15 or, with respect to any Subsidiary Grantor that becomes a party hereto pursuant to Section 7.16 or otherwise, in any Supplement to this Agreement, the obligations of each Grantor hereunder and grant
of security interests by such Grantor shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense
or setoff, counterclaim, recoupment or termination whatsoever by reason of, and all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of
each Grantor hereunder shall be absolute and unconditional irrespective of, the invalidity, illegality or unenforceability of the Secured Obligations (including with respect to any guarantee under the Indenture) or otherwise (other than defense of
payment or performance). Without limiting the generality of the foregoing, all rights of the Collateral Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged Collateral and all obligations of each
Grantor hereunder, to the fullest extent permitted by applicable law, shall not be discharged or impaired or otherwise affected by, and shall be absolute and unconditional irrespective of, and each Grantor hereby waives any defense to the
enforcement hereof by reason of: 

  
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 (i) the failure of the Collateral Agent or any other Secured Party to assert
any claim or demand or to exercise or enforce any right or remedy under the provisions of any Note Document or otherwise; 

(ii) any rescission, waiver, amendment or modification of, increase in the Secured Obligations with respect to, or any release
from any of the terms or provisions of, any Note Document or any other agreement, including with respect to any Grantor under this Agreement; 

(iii) the failure to perfect any security interest in, or the exchange, substitution, release or any impairment of, any
security held by the Collateral Agent or any other Secured Party for the Secured Obligations, including with respect to any Grantor under this Agreement; 

(iv) any default, failure or delay, willful or otherwise, in the performance of the Secured Obligations, including with respect
to any Grantor under this Agreement; 
 (v) any other act or omission that may or might in any manner or to any extent vary
the risk of the Company or any Grantor or otherwise operate as a discharge of the Company or any Grantor as a matter of law or equity (other than the payment in full in cash or immediately available funds of all the Secured Obligations); 

(vi) any illegality, lack of validity or enforceability of any Secured Obligation, including with respect to any Grantor under
this Agreement; 
 (vii) any change in the corporate existence, structure or ownership of any Grantor, or any insolvency,
bankruptcy, reorganization or other similar proceeding affecting a Grantor or its assets or any resulting release or discharge of any Secured Obligation, including with respect to any Grantor under this Agreement; 

(viii) the existence of any claim, set-off or other rights that the Grantor may have at
any time against any other Grantor, the Collateral Agent, the Trustee or any other corporation or person, whether in connection herewith or any unrelated transactions, provided that nothing herein will prevent the assertion of any such claim by
separate suit or compulsory counterclaim; 
 (ix) any action permitted or authorized hereunder; or 

(x) any other circumstance (including without limitation, any statute of limitations) or any existence of or reliance on any
representation by the Collateral Agent or the Trustee that might otherwise constitute a defense to, or a legal or equitable discharge of, the Company or the Grantor or any other guarantor or surety. 

Each Grantor expressly authorizes the Secured Parties to take and hold security for the payment and performance of the Secured Obligations, to exchange, waive
or release any or all such security (with or without consideration), to enforce or apply such security and direct the order and manner of any sale thereof in their sole discretion or to release or substitute any one or more other guarantors or
obligors upon or in respect of the Secured Obligations, all without affecting the obligations of any Grantor hereunder. 

  
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 (b) To the fullest extent permitted by applicable law, each Grantor waives any defense based
on or arising out of any defense of any other Grantor or the unenforceability of the Secured Obligations, including with respect to any Guarantor under the Indenture, or any part thereof from any cause, or the cessation from any cause of the
liability of any other Grantor, other than the payment in full in cash or immediately available funds of all the Secured Obligations (other than contingent or unliquidated obligations or liabilities). The Collateral Agent and the other Secured
Parties may, at their election, foreclose on any security held by one or more of them by one or more judicial or nonjudicial sales, accept an assignment of any such security in lieu of foreclosure, compromise or adjust any part of the Secured
Obligations, make any other accommodation with any other Grantor or exercise any other right or remedy available to them against any other Grantor, without affecting or impairing in any way the liability of any Grantor hereunder except to the extent
the Secured Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds. To the fullest extent permitted by applicable law, each Grantor waives any defense arising out
of any such election even though such election operates, pursuant to applicable law, to impair or to extinguish any right of reimbursement or subrogation or other right or remedy of such Grantor against any other Grantor, as the case may be, or any
security. 
 SECTION 7.18. Secured Party Authorizations and Indemnifications. By acceptance of the benefits of this Agreement
and any other Collateral Documents, each Secured Party other than the Collateral Agent (whether or not a signatory hereto) shall be deemed irrevocably, to the maximum extent permitted by law, (a) to consent to the appointment of the Collateral
Agent as its agent hereunder and under such other Collateral Documents, (b) to confirm that the Collateral Agent shall have the authority to act as the exclusive agent of such Secured Party for the enforcement of any provisions of this
Agreement and such other Collateral Documents against any Grantor, the exercise of remedies hereunder or thereunder and the giving or withholding of any consent or approval hereunder or thereunder relating to any Collateral or any Grantor’s
obligations with respect thereto, (c) to agree that it shall not take any action to enforce any provisions of this Agreement or any other Collateral Document against any Grantor, to exercise any remedy hereunder or thereunder or to give any
consents or approvals hereunder or thereunder except as expressly provided in this Agreement or any other Collateral Document and (d) to agree to be bound by the terms of this Agreement and any other Collateral Documents. 

SECTION 7.19. Securitization Acknowledgements. For purposes of this Section 7.19, capitalized terms used herein and not
otherwise defined in this Agreement shall have the meanings assigned to such terms in the Transfer and Servicing Agreement, dated as of April 25, 2000 (the “Transfer and Servicing Agreement”), among Apple Ridge Services
Corporation (“ARSC”), Cartus Corporation (“Cartus”), Cartus Financial Corporation (“CFC”), Apple Ridge Funding LLC (“ARF”) and U.S. Bank National
Association (the “Apple Ridge Trustee”), or, if not defined therein, as assigned to such terms in the “Purchase Agreement”, “Receivables Purchase Agreement” or
“Indenture” referred to therein, in each case as each such agreement has been amended, restated, supplemented or otherwise modified from time to time. Conformed copies of the Transfer and Servicing Agreement, the Purchase
Agreement, the Receivables Purchase Agreement and the Indenture are collectively attached to this Agreement as Exhibit II. 

  
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Subsequent references in this Section 7.19(a) to ARSC, Cartus and CFC below shall mean and be references to such corporations as they currently exist but shall also include references to any
limited liability companies which succeed to the assets and liabilities of such companies in connection with a conversion of any such corporation into a limited liability company. The Collateral Agent acknowledges and agrees, and each Secured Party
by its holding a Note and/or its acceptance of the benefits of this Agreement acknowledges and agrees, as follows, solely in its capacity as a Secured Party: 

(i) Each Secured Party hereby acknowledges that (A) CFC is a limited purpose corporation whose primary activities are
restricted in its certificate of incorporation to purchasing Cartus Purchased Assets (originally referred to as CMSC Purchased Assets) from Cartus pursuant to the Purchase Agreement, making Equity Payments, Equity Loans, Mortgage Payoffs and
Mortgage Payments to or on behalf of employees or otherwise purchasing Homes in connection with the Pool Relocation Management Agreements, funding such activities through the sale of CFC Receivables (originally referred to as CMF Receivables) to
ARSC, and such other activities as it deems necessary or appropriate in connection therewith, (B) ARSC is a limited purpose corporation whose primary activities are restricted in its certificate of incorporation to purchasing from CFC all CFC
Receivables acquired by CFC from Cartus or otherwise originated by CFC, funding such acquisitions through the sale of the CFC Receivables to ARF and such other activities as it deems necessary or appropriate to carry out such activities, and
(C) ARF is a limited purpose limited liability company whose activities are limited in its limited liability company agreement to purchasing the Pool Receivables from ARSC, funding such acquisitions through the issuance of the notes issued
pursuant to the Indenture referred to in the Transfer and Servicing Agreement (the “Apple Ridge Notes”), pledging such Pool Receivables to the Apple Ridge Trustee and such other activities as it deems necessary or appropriate to
carry out such activities. 
 (ii) Each Secured Party hereby acknowledges and agrees that (A) the foregoing transfers
are intended to be true and absolute sales as a result of which Cartus has no right, title and interest in and to any of the Cartus Purchased Assets, any Homes acquired by CFC in connection therewith or any CFC Receivables, including any Related
Property relating thereto, any proceeds thereof or earnings thereon (collectively, the “Pool Assets”), (B) none of CFC, ARSC or ARF is a Grantor, (C) such Secured Party is not a creditor of, and has no recourse to, CFC, ARSC or
ARF pursuant to the Indenture or any other Note Document, and (D) such Secured Party has no lien on or claim, contractual or otherwise, arising under the Indenture or any other Note Document to the Pool Assets (whether now existing or hereafter
acquired and whether tangible or intangible); provided that nothing herein shall limit any rights the Secured Parties may have to any proceeds or earnings which are transferred from time to time to Cartus by CFC, ARSC or ARF. 

(iii) No Secured Party will institute against or join any other person in instituting against CFC, ARSC or ARF any insolvency
proceeding, or solicit, join in soliciting, cooperate with or encourage any motion in support of, any insolvency proceeding involving CFC, ARSC or ARF until one year and one day after the payment in full of all Apple Ridge Notes; provided
that the foregoing shall not limit the right of any Secured Party to file any claim in or otherwise take any action (not inconsistent with the provisions of this Section 7.19(a)) permitted or required by applicable law with respect to any
insolvency proceeding instituted against CFC, ARSC or ARF by any other person. 

  
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 (iv) Without limiting the foregoing, in the event of any voluntary or
involuntary bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any Federal or state bankruptcy or similar law involving Cartus, CFC, ARSC, ARF or any other Affiliates of Cartus as debtor, or otherwise, the Secured
Parties agree that if, notwithstanding the intent of the parties, Cartus is found to have a property interest in the Pool Assets, then, in such event, CFC and its assigns, including the Apple Ridge Trustee, shall have a first and prior claim to the
Pool Assets, and any claim or rights the Secured Parties may have to the Pool Assets, contractual or otherwise, shall be subject to the prior claims of the Apple Ridge Trustee and the holders of the Apple Ridge Notes until all amounts owing under
the Apple Ridge Indenture shall have been paid in full, and the Secured Parties agree, upon written request thereof, to turn over to the Apple Ridge Trustee any amounts received contrary to the provisions of this clause (iv). 

(v) In taking a pledge of the Equity Interests of CFC, each Secured Party acknowledges that it has no right, title or interest
in or to any assets of CFC, ARSC or ARF other than its rights to receive, as assignee of Cartus, any dividends or other distributions properly declared and paid or made in respect of the Equity Interests of CFC. Each Secured Party further agrees
that it will not (A) until after the payment in full of all Apple Ridge Notes, exercise any rights it may have under this Agreement (x) to foreclose on the Equity Interests of CFC or (y) to exercise any voting rights with respect to
the Equity Interests of CFC, including any rights to nominate, elect or remove the independent members of the board of directors or managers of CFC or rights to amend the organizational documents of CFC, or (B) until one year and one day after
the date on which all Apple Ridge Notes have been paid in full, exercise any voting rights it may have to institute a voluntary bankruptcy proceeding on behalf of CFC. 

(vi) Each Secured Party hereby covenants and agrees that it will not agree to any amendment, supplement or other modification
of this Section 7.19(a) without the prior written consent of the Apple Ridge Trustee. Each Secured Party further agrees that the provisions of this Section 7.19(a) are made for the benefit of, and may be relied upon and enforced by, the
Apple Ridge Trustee and that the Apple Ridge Trustee shall be a third party beneficiary of this Section 7.19(a). 
 SECTION 7.20.
Successor Collateral Agent. The Collateral Agent may resign as collateral agent hereunder by giving not less than 30 days’ prior written notice to the Trustee and the Holders of the Notes. If the Collateral Agent shall resign as
collateral agent under this Agreement, then either (a) a successor collateral agent shall be appointed pursuant to the Indenture, or (b) if a successor collateral agent shall not have been so appointed and approved within the 30 day period
following the Collateral Agent’s notice to the Trustee and the Holders of the Notes of its resignation, then the Collateral Agent may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a
successor collateral agent that shall serve as collateral agent until such time as a successor collateral agent is appointed pursuant to the Indenture. Upon its appointment, such successor collateral agent shall succeed to the rights, powers and
duties as collateral agent, and the term “Collateral Agent” under this Agreement and 

  
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“Collateral Agent” under this Agreement and any other Collateral Document shall mean such successor, effective upon its appointment, and the former collateral agent’s rights,
powers and duties as collateral agent shall be terminated without any other or further act or deed on the part of such former collateral agent or any of the parties to this Agreement. 

ARTICLE VIII 
 The
Collateral Agent 
 SECTION 8.01. The Collateral Agent. The Bank of New York Mellon Trust Company, N.A. has been
appointed Collateral Agent for the Secured Parties pursuant to the Indenture. It is expressly understood and agreed that any authority conferred upon the Collateral Agent hereunder is subject to the terms of the delegation of authority made by the
Secured Parties to the Collateral Agent pursuant to the Indenture, and that the Collateral Agent has agreed to act (and any successor collateral agent shall act) as such hereunder only on the express conditions contained in the Indenture and the
other Note Documents. Any successor collateral agent appointed pursuant to the Indenture shall be entitled to all the rights, interests and benefits of the Collateral Agent hereunder. The Collateral Agent’s sole duty, other than the obligations
under the Intercreditor Agreement, with respect to the custody, safekeeping and physical preservation of the Collateral in its possession, under Section 9-207 of the New York UCC or otherwise, shall be to
deal with it in the same manner as the Collateral Agent deals with similar property for its own account, subject to the terms of the Intercreditor Agreement. Beyond such duty, the Collateral Agent shall have no duty as to any Collateral in its
possession or control or any income thereon or as to preservation of rights against prior parties or any other rights pertaining thereto and the Collateral Agent shall not be responsible for filing any financing or continuation statements or
recording any documents or instruments in any public office at any time or times or otherwise perfecting or maintaining the perfection of any security interest in the Collateral. 

In addition, the rights, privileges, protections, immunities and benefits given to the Trustee and the Collateral Agent under the Indenture,
including, without limitation, the right to be indemnified, are incorporated herein as if set forth herein in full and shall be extended to, and shall be enforceable by, the Collateral Agent hereunder and under the other Collateral Documents, and by
each agent, custodian and other Person employed to act hereunder or thereunder. 
 Without limiting the foregoing, in no event shall the
Collateral Agent be responsible or liable for any failure or delay in the performance of its obligations hereunder or under any other Collateral Document arising out of or caused by, directly or indirectly, forces beyond its control, including,
without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, epidemics, pandemics and interruptions, loss or malfunctions of utilities,
communications or computer (software and hardware) services; it being understood that the Collateral Agent shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable
under the circumstances. 
 For the avoidance of doubt, the Collateral Agent (i) shall not be responsible for the perfection of any
Security Interest or for the filing, form, content or renewal of any UCC financing statement, fixture filings, Mortgages, deeds of trust and such other documents or instruments and (ii) shall act only within the United States, and shall not be
subject to any foreign law, be required to act in any jurisdiction located outside the United States or be required to execute any foreign law governed document. 

  
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 ARTICLE IX 

The Intercreditor Agreement 

SECTION 9.01. The Intercreditor Agreement. Notwithstanding anything herein to the contrary, the priority of the lien and
security interest granted to the Collateral Agent pursuant to this Agreement and the exercise of any right or remedy by the Collateral Agent hereunder are subject to the provisions of the Intercreditor Agreement or any other intercreditor agreement
that may be entered into from time to time in respect of the Collateral. In the event of any conflict between the terms of the Intercreditor Agreement or any other intercreditor agreement in respect of the Collateral and this Agreement with respect
to the priority of any liens or the exercise of any rights or remedies, the terms of the Intercreditor Agreement or such other intercreditor agreement, as applicable, shall govern. The requirement under this Agreement to deliver Collateral to the
Collateral Agent (or any representation or warranty having the effect of requiring the same) shall be deemed satisfied (or any such representation or warranty shall be deemed true) by delivery of such Collateral to the Controlling First Lien
Priority Representative (as defined in the Intercreditor Agreement) (or similar term) as bailee of, and behalf of, the Collateral Agent pursuant to the Intercreditor Agreement or other applicable intercreditor agreement). 

[Remainder of page intentionally left blank; Signature page follows] 

  
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 IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and
year first above written. 
  

			
	REALOGY GROUP LLC
		
	    by	 	/s/ Timothy B. Gustavson
		 	Name: Timothy B. Gustavson
		 	Title:   Senior Vice President and Chief
		 	            Accounting Officer
	
	REALOGY INTERMEDIATE HOLDINGS LLC,
		
	    by	 	/s/ Timothy B. Gustavson
		 	Name: Timothy B. Gustavson
		 	Title:   Senior Vice President and Chief
		 	            Accounting Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 39 













 
			
	 CASTLE EDGE INSURANCE AGENCY, INC.

	 REALOGY OPERATIONS LLC

	 REALOGY SERVICES GROUP LLC

	 REALOGY SERVICES VENTURE PARTNER LLC

		
	By:	 	/s/ Timothy B. Gustavson
	Name:	 	Timothy B. Gustavson
	Title:	 	Senior Vice President and
		 	Chief Accounting Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 40 













 
			
	 CASE TITLE COMPANY

	 CORNERSTONE TITLE COMPANY

	 EQUITY TITLE COMPANY

	 EQUITY TITLE MESSENGER SERVICE HOLDING LLC

	 GUARDIAN HOLDING COMPANY

	 LAKECREST TITLE, LLC 

	 LAND TITLE AND ESCROW, INC. 

	 SECURED LAND TRANSFERS LLC

	 TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

	 TITLE RESOURCE GROUP HOLDINGS LLC

	 REALOGY TITLE GROUP LLC

	 TITLE RESOURCE GROUP SETTLEMENT SERVICES, LLC

	 TRG MARYLAND HOLDINGS LLC

	 TRG SETTLEMENT SERVICES, LLP

	 TRG VENTURE PARTNER LLC

		
	By:	 	/s/ Siriam Someshwara
	Name:	 	Sriram Someshwara
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 1 













 
			
	 BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

	 BETTER HOMES AND GARDENS REAL ESTATE LLC

	 CENTURY 21 REAL ESTATE LLC

	 CGRN, INC.

	 CLIMB FRANCHISE SYSTEMS LLC

	 COLDWELL BANKER LLC

	 COLDWELL BANKER REAL ESTATE LLC

	 CORCORAN GROUP LLC

	 ERA FRANCHISE SYSTEMS LLC

	 ONCOR INTERNATIONAL LLC

	 REALOGY FRANCHISE GROUP LLC

	 REALOGY GLOBAL SERVICES LLC

	 REALOGY LICENSING LLC

	 SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

	 SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

	 ZAPLABS LLC

		
	By:	 	/s/ Roger Favano
	Name:	 	Roger Favano
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 2 













 
			
	 ALPHA REFERRAL NETWORK LLC

	 BURGDORFF LLC

	 BURNET REALTY LLC

	 CAREER DEVELOPMENT CENTER, LLC

	 CB COMMERCIAL NRT PENNSYLVANIA LLC

	 CDRE TM LLC

	 CLIMB REAL ESTATE, INC.

	 CLIMB REAL ESTATE 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 REFERRAL NETWORK

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

	 COLDWELL BANKER NRT REALVITALIZE, INC.

	 COLDWELL BANKER NRT REALVITALIZE LLC

	 COLORADO COMMERCIAL, LLC

	 ESTATELY, INC.

	 HFS.COM CONNECTICUT REAL ESTATE LLC

	 HFS.COM REAL ESTATE INCORPORATED

	 HFS.COM REAL ESTATE LLC

	 HFS LLC 

	 HOME REFERRAL NETWORK LLC

	 JACK GAUGHEN LLC

	 MARTHA TURNER PROPERTIES, L.P.

	 MARTHA TURNER SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY LLC

		
	By:	 	/s/ Roger Favano
	Name:	 	Roger Favano
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 3 













 
			
	 MTPGP, LLC

	 NRT ARIZONA COMMERCIAL LLC

	 NRT ARIZONA LLC

	 NRT ARIZONA REFERRAL LLC

	 NRT CALIFORNIA INCORPORATED

	 NRT CAROLINAS LLC

	 NRT CAROLINAS REFERRAL NETWORK LLC 

	 NRT COLORADO LLC

	 NRT COLUMBUS LLC

	 NRT COMMERCIAL LLC

	 NRT DEVELOPMENT ADVISORS LLC

	 NRT DEVONSHIRE LLC

	 NRT DEVONSHIRE WEST LLC

	 NRT FLORIDA LLC

	 NRT HAWAII REFERRAL, LLC

	 REALOGY BROKERAGE GROUP 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 PHILADELPHIA LLC 

	 NRT PITTSBURGH LLC

	 NRT PROPERTY CARE LLC

	 NRT PROPERTY MANAGEMENT ARIZONA LLC

	 NRT PROPERTY MANAGEMENT ATLANTA LLC

	 NRT PROPERTY MANAGEMENT CALIFORNIA, INC.

	 NRT PROPERTY MANAGEMENT COLORADO LLC

	 NRT PROPERTY MANAGEMENT DC LLC

	 NRT PROPERTY MANAGEMENT DELAWARE LLC

		
	By:	 	/s/ Roger Favano
	Name:	 	Roger Favano
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 4 













 
			
	 NRT PROPERTY MANAGEMENT FLORIDA LLC

	 NRT PROPERTY MANAGEMENT HAWAII LLC

	 NRT PROPERTY MANAGEMENT ILLINOIS LLC

	 NRT PROPERTY MANAGEMENT LOUISIANA LLC

	 NRT PROPERTY MANAGEMENT MARYLAND LLC

	 NRT PROPERTY MANAGEMENT MINNESOTA LLC

	 NRT PROPERTY MANAGEMENT NEVADA LLC

	 NRT PROPERTY MANAGEMENT NEW JERSEY LLC

	 NRT PROPERTY MANAGEMENT NORTH CAROLINA LLC

	 NRT PROPERTY MANAGEMENT OHIO LLC

	 NRT PROPERTY MANAGEMENT OKLAHOMA LLC

	 NRT PROPERTY MANAGEMENT PENNSYLVANIA LLC

	 NRT PROPERTY MANAGEMENT SOUTH CAROLINA LLC

	 NRT PROPERTY MANAGEMENT TENNESSEE LLC

	 NRT PROPERTY MANAGEMENT TEXAS LLC

	 NRT PROPERTY MANAGEMENT UTAH LLC

	 NRT PROPERTY MANAGEMENT VIRGINIA LLC

	 NRT QUEENS LLC

	 NRT REFERRAL NETWORK LLC

	 NRT RELOCATION LLC

		
	By:	 	/s/ Roger Favano
	Name:	 	Roger Favano
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 5 













 
			
	 NRT RENTAL MANAGEMENT SOLUTIONS LLC

	 NRT REOEXPERTS LLC

	 NRT SUNSHINE INC

	 NRT TEXAS LLC

	 NRT UTAH LLC

	 NRT VACATION RENTALS ARIZONA LLC

	 NRT VACATION RENTALS CALIFORNIA, INC.

	 NRT VACATION RENTALS DELAWARE LLC

	 NRT VACATION RENTALS FLORIDA LLC

	 NRT VACATION RENTALS MARYLAND LLC

	 NRT WEST, INC.

	 NRT ZIPREALTY LLC

	 ON COLLABORATIVE, INC. (CA)

	 ON COLLABORATIVE LLC (DE)

	 REAL ESTATE REFERRAL LLC

	 REAL ESTATE REFERRALS LLC

	 REAL ESTATE SERVICES LLC

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.

	 SOTHEBY’S INTERNATIONAL REALTY GLOBAL DEVELOPMENT ADVISORS LLC

	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY INC. (CA)

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC (DE)

	 THE SUNSHINE GROUP, LTD.

		
	By:	 	/s/ Roger Favano
	Name:	 	Roger Favano
	Title:	 	Chief Financial Officer


 [Signature Page to the Second Lien Priority Collateral Agreement] 

  
 1 













 Schedule I to the 

Second Lien Priority 
 Collateral
Agreement 
 EQUITY INTERESTS 
  

									
	 Entity
	 	Issued and
Outstanding Stock	 	Type of Equity
Interest	 	 Owners (%)
	 	Certificate
Number
	 Alpha Referral Network LLC
	 	100%	 	Common Stock	 	 Coldwell Banker Residential Referral Network – 100%
	 	Uncertificated
	 Better Homes and Gardens Real Estate Licensee LLC
	 	100%	 	Membership Units	 	 Realogy Services Group LLC – 100%
	 	Uncertificated
	 Better Homes and Gardens Real Estate LLC
	 	100%	 	Membership Units	 	 Realogy Services Group LLC
	 	Uncertificated
	 Burgdorff LLC
	 	100%	 	Membership Units	 	 Realogy Brokerage Group LLC
	 	Uncertificated
	 Burnet Realty LLC
	 	100%	 	Membership Units	 	 Realogy Brokerage Group LLC – 100%
	 	Uncertificated
	 Career Development Center, LLC
	 	100	 	Common Stock	 	 NRT Arizona LLC – 100%
	 	2
	 Cartus Corporation
	 	850	 	Common Stock	 	 Realogy Services Group LLC – 100%
	 	5
	 Case Title Company
	 	7,000	 	Common Stock	 	 Realogy Title Group LLC – 100%
	 	9
	 CB Commercial NRT Pennsylvania LLC
	 	100%	 	Membership Units	 	 NRT Pittsburgh LLC – 100%
	 	Uncertificated
	 CDRE TM LLC
	 	100%	 	Membership Units	 	 Realogy Brokerage Group LLC – 100%
	 	Uncertificated
	 Century 21 Real Estate LLC
	 	1,000	 	Membership Units	 	 Realogy Services Group LLC – 100%
	 	9
	 CGRN, Inc.
	 	100	 	Common Stock	 	 Realogy Services Group LLC – 100%
	 	4
	 Climb Franchise Systems LLC
	 	100%	 	Membership Units	 	 Realogy Services Group LLC – 100%
	 	Uncertificated
	 Climb Real Estate LLC
	 	100%	 	Membership Units	 	 Realogy Services Group LLC – 100%
	 	Uncertificated
	 Climb Real Estate, Inc.
	 	100	 	Common Stock	 	 Realogy Brokerage Group LLC – 100%
	 	1


  
 1 














									
	 Entity
	  	Issued and
Outstanding Stock	  	Type of Equity Interest	  	 Owners (%)
	  	Certificate
Number
	 Coldwell Banker Commercial Pacific Properties LLC
	  	100%	  	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Coldwell Banker LLC
	  	100%	  	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Coldwell Banker NRT RealVitalize LLC
	  	100%	  	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Coldwell Banker NRT RealVitalize, Inc.
	  	100	  	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	1
	 Coldwell Banker Pacific Properties LLC
	  	100%	  	Membership Units	  	 Coldwell Banker Real Estate Services LLC
	  	Uncertificated
	 Coldwell Banker Real Estate LLC
	  	100%	  	Membership Units	  	 Coldwell Banker LLC – 100%
	  	Uncertificated
	 Coldwell Banker Real Estate Services LLC
	  	100%	  	Membership Units	  	 Coldwell Banker Residential Real Estate LLC – 100%
	  	Uncertificated
	 Coldwell Banker Residential Brokerage Company
	  	1,000	  	Common Stock	  	 Coldwell Banker Residential Brokerage LLC – 100%
	  	9
	 Coldwell Banker Residential Brokerage LLC
	  	100%	  	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Coldwell Banker Residential Real Estate LLC
	  	100%	  	Membership Units	  	 Coldwell Banker Residential Brokerage LLC – 100 %
	  	Uncertificated
	 Coldwell Banker Residential Referral Network
	  	1,000	  	Common Stock	  	 Coldwell Banker Residential Brokerage LLC – 100%
	  	5
	 Coldwell Banker Residential Referral Network, Inc.
	  	100	  	Common Stock	  	 NRT Pittsburgh LLC – 100%
	  	3
	 Colorado Commercial, LLC
	  	100%	  	Membership Interests	  	 NRT Colorado LLC – 100%
	  	Uncertificated
	 Corcoran Group LLC
	  	100%	  	Membership Interests	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Cornerstone Title Company
	  	100	  	Common Stock	  	 Title Resource Group Holdings LLC – 100%
	  	4
	 Equity Title Company
	  	6,000	  	Common Stock	  	 Realogy Title Group LLC – 100%
	  	52


  
 2 














																		
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity Interest	  	 Owners (%)
	  	Certificate
Number
	 Equity Title Messenger Service Holding LLC
	  	100%	 	Membership Units	  	 Realogy Title Group LLC – 100%
	  	Uncertificated
	 ERA Franchise Systems LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Estately, Inc.
	  	3,611,433	 	Common Stock	  	 NRT New England – 100%
	  	C-16
	 Guardian Holding Company
	  	100	 	Common Stock	  	 Realogy Title Group LLC – 100%
	  	3
	 HFS LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 HFS.com Connecticut Real Estate LLC
	  	100%	 	Common Interests	  	 NRT New England LLC – 100%
	  	Uncertificated
	 HFS.com Real Estate Incorporated
	  	100	 	Common Stock	  	 HFS.com Real Estate LLC – 100%
	  	1
	 HFS.com Real Estate LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Home Referral Network LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Jack Gaughen LLC
	  	100%	 	Membership Units	  	 NRT Mid-Atlantic LLC – 100%
	  	Uncertificated
	 Lakecrest Title, LLC
	  	100%	 	Membership Units	  	 Realogy Title Group LLC – 100%
	  	Uncertificated
	 Land Title and Escrow, Inc.
	  	100%	 	Common Stock	  	 Secured Land Transfers LLC – 100%
	  	1
	 Martha Turner Properties, L.P.
	  	1%
 99%
	 	Partnership Interests	  	 MTPGP, LLC – 1%

Sotheby’s International Realty, Inc. – 99%
	  	Uncertificated
	 Martha Turner Sotheby’s International Realty Referral Company LLC
	  	100%	 	Membership Interests	  	 Sotheby’s International Realty, Inc. – 100% 

	  	Uncertificated
	 MTPGP, LLC
	  	100%	 	Membership Interests	  	 Sotheby’s International Realty, Inc. – 100%
	  	Uncertificated
	 NRT Arizona Commercial LLC
	  	100%	 	Membership Units	  	 NRT Arizona LLC – 100%
	  	Uncertificated
	 NRT Arizona LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Arizona Referral LLC
	  	100%	 	Membership Units	  	 NRT Arizona LLC – 100%
	  	Uncertificated
	 NRT California Incorporated
	  	100	 	Common Stock	  	 NRT New York LLC – 100%
	  	1
	 NRT Carolinas LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated


  
 3 














									
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity
Interest	  	 Owners (%)
	  	Certificate
Number
	 NRT Carolinas Referral Network LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Colorado LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Columbus LLC
	  	100%	 	Membership Units	  	 Coldwell Banker Residential Real Estate LLC – 100%
	  	Uncertificated
	 NRT Commercial LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Development Advisors LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Devonshire LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Devonshire West LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Florida LLC
	  	100%	 	Common Interests	  	 Coldwell Banker Residential Real Estate LLC – 100%
	  	Uncertificated
	 NRT Hawaii Referral, LLC
	  	100	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	1
	 Castle Edge Insurance Agency, Inc.
	  	1,000	 	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	4
	 Realogy Brokerage Group LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 NRT Mid-Atlantic LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Missouri LLC
	  	100%	 	Membership Units	  	 Coldwell Banker Residential Brokerage LLC – 100%
	  	Uncertificated
	 NRT Missouri Referral Network LLC
	  	100%	 	Membership Units	  	 Coldwell Banker Residential Referral Network – 100%
	  	Uncertificated
	 NRT New England LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT New York LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Northfork LLC
	  	100%	 	Membership Units	  	 NRT New York LLC – 100%
	  	Uncertificated
	 NRT Philadelphia LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Pittsburgh LLC
	  	100%	 	Membership Units	  	 Coldwell Banker Residential Real Estate LLC – 100%
	  	Uncertificated


  
 4 














									
	 Entity
	  	Issued and
Outstanding Stock	  	Type of Equity
Interest	  	 Owners (%)
	  	Certificate
Number
	 NRT Property Care LLC
	  	100%	  	Membership Units	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Arizona LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Atlanta LLC
	  	50,000	  	Common Stock	  	 NRT Rental Management Solutions LLC – 100%
	  	2
	 NRT Property Management California, Inc.
	  	100	  	Common Stock	  	 NRT Rental Management Solutions LLC – 100%
	  	1
	 NRT Property Management Colorado LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management DC LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Delaware LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Florida LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Hawaii LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Illinois LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Louisiana LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Maryland LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Minnesota LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Nevada LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management New Jersey LLC
	  	100%	  	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated


  
 5 














									
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity
Interest	  	 Owners (%)
	  	Certificate
Number
	 NRT Property Management North Carolina LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Ohio LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Oklahoma LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Pennsylvania LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management South Carolina LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Tennessee LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Texas LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Utah LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Property Management Virginia LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Queens LLC
	  	100%	 	Membership Units	  	 NRT New York LLC – 100%
	  	Uncertificated
	 NRT Referral Network LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Relocation LLC
	  	100   	 	Membership Units	  	 Realogy Operations LLC – 100%
	  	2
	 NRT Rental Management Solutions LLC
	  	100%	 	Common Interests	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT REOExperts LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Sunshine Inc.
	  	100   	 	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	1
	 NRT Texas LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 NRT Utah LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated


  
 6 














									
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity
Interest	  	 Owners (%)
	  	Certificate
Number
	 NRT Vacation Rentals Arizona LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Vacation Rentals Delaware LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Vacation Rentals Florida LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Vacation Rental Maryland LLC
	  	100%	 	Common Interests	  	 NRT Rental Management Solutions LLC – 100%
	  	Uncertificated
	 NRT Vacation Rentals California, Inc.
	  	100%	 	Common Stock	  	 NRT Rental Management Solutions LLC – 100%
	  	1
	 NRT West, Inc.
	  	100   	 	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	1
	 NRT ZipRealty LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 On Collaborative LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 On Collaborative Inc.
	  	100   	 	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	1
	 ONCOR International LLC
	  	100   	 	Membership Units	  	 Realogy Franchise Group LLC – 100% [f/k/a Realogy Franchise Group, Inc.]
	  	2
	 Real Estate Referral LLC
	  	100%	 	Membership Units	  	 NRT New England LLC – 100%
	  	Uncertificated
	 Real Estate Referrals LLC
	  	100%	 	Membership Units	  	 NRT Mid-Atlantic LLC – 100%
	  	Uncertificated
	 Real Estate Services LLC
	  	100%	 	Membership Units	  	 Realogy Brokerage Group LLC – 100%
	  	Uncertificated
	 Realogy Blue Devil Holdco LLC
	  	65	 	Membership Units	  	 Coldwell Banker Real Estate LLC [f/k/a Coldwell Banker Real Estate Corporation] –
65%
	  	1
	 Realogy Franchise Group LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Realogy Global Services LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Realogy Group LLC
	  	100%	 	Membership Units	  	 Realogy Intermediate Holdings LLC – 100%
	  	Uncertificated
	 Realogy Licensing LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Realogy Operations LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Realogy Services Group LLC
	  	100   	 	Membership Units	  	 Realogy Group LLC – 100%
	  	2


  
 7 














									
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity
Interest	  	 Owners (%)
	  	Certificate
Number
	 Realogy Services Venture Partner LLC
	  	100%	 	Common Stock	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Referral Associates of New England LLC
	  	100%	 	Membership Units	  	 NRT New England LLC – 100%
	  	Uncertificated
	 Referral Network LLC
	  	100	 	Common Stock	  	 Coldwell Banker Residential Referral Network – 100%
	  	27
	 Referral Network Plus, Inc.
	  	1000	 	Common Stock	  	 Coldwell Banker Residential Brokerage Company – 100%
	  	2
	 Referral Network, LLC
	  	100%	 	Membership Interests	  	 NRT Colorado LLC – 100%
	  	Uncertificated
	 Secured Land Transfers LLC
	  	100%	 	Membership Interests	  	 TRG Maryland Holdings LLC – 100%
	  	Uncertificated
	 Sotheby’s International Realty Affiliates LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Sotheby’s International Realty Global Development Advisors LLC
	  	100%	 	Membership Interests	  	 Sotheby’s International Realty, Inc.
	  	Uncertificated
	 Sotheby’s International Realty Referral Company Inc.
	  	100	 	Common Stock	  	 Sotheby’s International Realty, Inc.
	  	1
	 Sotheby’s International Realty Licensee LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	Uncertificated
	 Sotheby’s International Realty Referral Company, LLC
	  	100	 	Membership Units	  	 Sotheby’s International Realty, Inc. – 100%
	  	1
	 Sotheby’s International Realty, Inc.
	  	8,333	 	Common Stock	  	 Realogy Brokerage Group LLC – 100%
	  	6
	 Realogy Co-Issuer Corp.
	  	1,000	 	Common Stock	  	 NRT Sunshine, Inc. – 100%
	  	6
	 The Sunshine Group, Ltd.
	  	1,000	 	Common Stock	  	 NRT Sunshine Inc. – 100%
	  	3
	 Title Resource Group Affiliates Holdings LLC
	  	100%	 	Membership Units	  	 Title Resource Group Holdings LLC – 100%
	  	Uncertificated
	 Title Resource Group Holdings LLC
	  	100%	 	Membership Units	  	 Realogy Title Group LLC – 100%
	  	Uncertificated


  
 8 














									
	 Entity
	  	Issued and
Outstanding Stock	 	Type of Equity Interest	  	 Owners (%)
	  	Certificate
Number
	 Realogy Title Group LLC
	  	100%	 	Membership Units	  	 Realogy Services Group LLC – 100%
	  	4
	 TRG Settlement Services, LLP
	  	   1%	 	Partnership Interest	  	 TRG Maryland Holdings LLC – 1%
	  	4
		  	 99%	 		  	 Secured Land Transfers LLC – 99%
	  	5
	 TRG Maryland Holdings LLC
	  	100%	 	Membership Interests	  	 Realogy Title Group LLC – 100%
	  	Uncertificated
	 Title Resource Group Settlement Services, LLC
	  	100%	 	Membership Interests	  	 TRG Settlement Services, LLP – 100%
	  	Uncertificated
	 TRG Venture Partner LLC
	  	100%	 	Membership Interests	  	 Realogy Title Group LLC – 100%
	  	Uncertificated
	 ZapLabs LLC
	  	100%	 	Common Interests	  	 Realogy Services Group LLC – 100%
	  	Uncertificated

 PLEDGED DEBT SECURITIES 

Instruments 
 Pledged
Global Intercompany Note, dated May 7, 2009 

  
 9 













 Schedule II to the 

Second Lien Priority 
 Collateral
Agreement 
 INTELLECTUAL PROPERTY OWNED BY GRANTORS 

Patents and Patent Applications 

Patents 
  

											
	 Owner Name
	  	Country	  	Type of
Patent	  	 Patent Title
	  	Patent No.	 
	 Coldwell Banker Real Estate LLC
	  	US	  	Utility	  	System and Method for Searching Real Estate Listings Using Imagery	  	 	13/271,512	 

 Patents Applications 

None. 

  
 1 













 Trademarks and Trademark Applications 

US Trademark Applications and Registrations 

of Realogy Group LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 5 STAR SELECT
	  	Realogy Group LLC	  	 	88341873	 	  	 	5899178	 
	 5 STAR SELECT
	  	Realogy Group LLC	  	 	88341875	 	  	 	5899179	 
	 A SMARTER, MORE REWARDING WAY TO BUY YOUR HOME
	  	Realogy Group LLC	  	 	88303358	 	  			
	 AGENT X
	  	Realogy Group LLC	  	 	88332251	 	  	 	5845572	 
	 AGENT X & Design (horizontal)
	  	Realogy Group LLC	  	 	88340135	 	  	 	5887162	 
	 AGENT X & Design (vertical)
	  	Realogy Group LLC	  	 	88340122	 	  	 	5887161	 
	 EVERCLIENT
	  	Realogy Group LLC	  	 	88327986	 	  			
	 EVERCLIENT
	  	Realogy Group LLC	  	 	88328005	 	  			
	 FIVE STAR SELECT
	  	Realogy Group LLC	  	 	88341862	 	  			
	 FIVE STAR SELECT
	  	Realogy Group LLC	  	 	88341868	 	  			
	 HOMEBASE
	  	Realogy Group LLC	  	 	85669757	 	  	 	4308271	 
	 HOMEBASE (Stylized)
	  	Realogy Group LLC	  	 	85669760	 	  	 	4308272	 
	 HOMEBASE POWERED BY REALOGY & Design
	  	Realogy Group LLC	  	 	77581813	 	  	 	3723479	 
	 House & Wave Design
	  	Realogy Group LLC	  	 	85703830	 	  	 	4313065	 
	 House & Wave Design
	  	Realogy Group LLC	  	 	85703829	 	  	 	4378846	 
	 House & Wave Design
	  	Realogy Group LLC	  	 	85703831	 	  	 	4313066	 
	 House & Wave Design
	  	Realogy Group LLC	  	 	85703835	 	  	 	4313067	 
	 LEADING SELF. LEADING OTHERS. LEADING ORGANIZATIONS.
	  	Realogy Group LLC	  	 	86408544	 	  	 	4882649	 
	 REALOGY
	  	Realogy Group LLC	  	 	78810039	 	  	 	3277830	 
	 REALOGY
	  	Realogy Group LLC	  	 	78810051	 	  	 	3277831	 
	 REALOGY
	  	Realogy Group LLC	  	 	78810057	 	  	 	3584743	 
	 REALOGY
	  	Realogy Group LLC	  	 	78810142	 	  	 	3593139	 
	 REALOGY (Stylized)
	  	Realogy Group LLC	  	 	78818186	 	  	 	3277877	 
	 REALOGY (Stylized)
	  	Realogy Group LLC	  	 	78818197	 	  	 	3277878	 
	 REALOGY (Stylized)
	  	Realogy Group LLC	  	 	78818200	 	  	 	3584749	 
	 REALOGY (Stylized)
	  	Realogy Group LLC	  	 	78818203	 	  	 	3581754	 
	 REALOGY FRANCHISE BROKERAGE TITLE (house left) logo
	  	Realogy Group LLC	  	 	88810884	 	  			
	 REALOGY FRANCHISE BROKERAGE TITLE (house left) logo
	  	Realogy Group LLC	  	 	88810891	 	  			
	 REALOGY FRANCHISE BROKERAGE TITLE (house left) logo
	  	Realogy Group LLC	  	 	88810885	 	  			
	 REALOGY FRANCHISE BROKERAGE TITLE (under house) logo
	  	Realogy Group LLC	  	 	88809023	 	  			
	 REALOGY FRANCHISE BROKERAGE TITLE (under house) logo
	  	Realogy Group LLC	  	 	88809025	 	  			
	 REALOGY FRANCHISE BROKERAGE TITLE (under house) logo
	  	Realogy Group LLC	  	 	88809026	 	  			
	 REALOGY MILITARY REWARDS
	  	Realogy Group LLC	  	 	88601888	 	  	 	6032727	 
	 REALOGY TITLE GROUP
	  	Realogy Group LLC	  	 	88806430	 	  			


  
 2 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 REALOGY TITLE GROUP
	  	Realogy Group LLC	  	 	88806429	 	  			
	 REALOGY TITLE GROUP logo
	  	Realogy Group LLC	  	 	88806425	 	  			
	 REALOGY TITLE GROUP logo
	  	Realogy Group LLC	  	 	88806427	 	  			
	 REALOGY: THE BUSINESS OF REAL ESTATE
	  	Realogy Group LLC	  	 	78842038	 	  	 	3277954	 
	 REALOGY: THE BUSINESS OF REAL ESTATE
	  	Realogy Group LLC	  	 	78842043	 	  	 	3581762	 
	 REALOGY: THE BUSINESS OF REAL ESTATE
	  	Realogy Group LLC	  	 	78842046	 	  	 	3581763	 
	 REALOGY: THE BUSINESS OF REAL ESTATE
	  	Realogy Group LLC	  	 	78849192	 	  	 	3277967	 
	 REALVITALIZE
	  	Realogy Group LLC	  	 	88616907	 	  			
	 REALVITALIZE logo (RV box)
	  	Realogy Group LLC	  	 	88917584	 	  			
	 REALVITALIZE logo (word and RV box)
	  	Realogy Group LLC	  	 	88917586	 	  			
	 RLGY
	  	Realogy Group LLC	  	 	85696850	 	  	 	4556551	 
	 RLGY
	  	Realogy Group LLC	  	 	85696977	 	  	 	4556553	 
	 RLGY
	  	Realogy Group LLC	  	 	85696992	 	  	 	4556554	 
	 RLGY
	  	Realogy Group LLC	  	 	85697001	 	  	 	4548286	 
	 SOCIALADENGINE BY REALOGY & Design
	  	Realogy Group LLC	  	 	88399599	 	  	 	5907706	 
	 Turnkey Rosette Logo
	  	Realogy Group LLC	  	 	88332262	 	  	 	5899158	 

 US Trademark Applications and Registrations 

of Better Homes and Gardens Real Estate Licensee LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 BETA BROKERAGE
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	86183707	 	  	 	4609019	 
	 BETA BROKERS
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	87771716	 	  	 	5564862	 
	 BETA BROKERS & Design
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	87771713	 	  	 	5564861	 
	 HOME, FIRST HOME
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	85476108	 	  	 	4219438	 
	 PinPoint & Design
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	88460639	 	  			
	 SEEDS OF SUCCESS
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	87298398	 	  	 	5256309	 
	 THE FRIENDLIEST SEARCH IN REAL ESTATE
	  	Better Homes and Gardens Real Estate Licensee LLC	  	 	86320914	 	  	 	4725399	 


  
 3 













 US Trademark Applications and Registrations 

of CGRN Inc. 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 CGRN
	  	CGRN Inc.	  	 	75540186	 	  	 	2466103	 
	 Stick Man Design
	  	CGRN Inc.	  	 	75673268	 	  	 	2332340	 

 US Trademark Applications and Registrations 

of Estately, Inc 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 ESTATELY
	  	Estately, Inc.	  	 	77403246	 	  	 	3505025	 

 US Trademark Applications and Registrations 

of NRT New York LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 APTSANDLOFTS.COM
	  	NRT New York LLC	  	 	85913235	 	  	 	4627089	 
	 CH Logo
	  	NRT New York LLC	  	 	88297695	 	  	 	5839529	 
	 LIVE THE CITY
	  	NRT New York LLC	  	 	87781704	 	  	 	5693272	 
	 SALES + RENTALS. KNOWLEDGE + GUIDANCE.
	  	NRT New York LLC	  	 	85662605	 	  	 	4302854	 

 US Trademark Applications and Registrations 

of Castle Edge Insurance Agency, Inc. 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 CASTLE EDGE
	  	Castle Edge Insurance Agency, Inc.	  	 	86608705	 	  	 	4915258	 
	 CASTLE EDGE & Design
	  	Castle Edge Insurance Agency, Inc.	  	 	86608710	 	  	 	4915259	 
	 CASTLE EDGE INSURANCE AGENCY & Design
	  	Castle Edge Insurance Agency, Inc.	  	 	86608711	 	  	 	4919533	 

 US Trademark Applications and Registrations 

of NRT New England LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 HAMMOND & Design
	  	NRT New England LLC	  	 	74649695	 	  	 	1963180	 
	 HAMMOND RESIDENTIAL REAL ESTATE
	  	NRT New England LLC	  	 	85167811	 	  	 	4008777	 
	 HAMMOND RESIDENTIAL REAL ESTATE & Design
	  	NRT New England LLC	  	 	85168538	 	  	 	4008780	 
	 OUR TOWN
	  	NRT New England LLC	  	 	78449628	 	  	 	3094142	 


  
 4 













 US Trademark Applications and Registrations 

of NRT Philadelphia LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 A DIFFERENT KIND OF REAL ESTATE COMPANY
	  	NRT Philadelphia LLC	  	 	75789598	 	  	 	2635982	 
	 PREFERRED MOVES
	  	NRT Philadelphia LLC	  	 	78871795	 	  	 	3398527	 

 US Trademark Applications and Registrations 

of NRT Rental Management Solutions LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 PROPERTY FRAMEWORKS
	  	NRT Rental Management Solutions LLC	  	 	86455833	 	  	 	4947198	 
	 PROPERTY FRAMEWORKS & Design
	  	NRT Rental Management Solutions LLC	  	 	86531391	 	  	 	4947591	 
	 PROPERTY FRAMEWORKS & Design (Horizontal)
	  	NRT Rental Management Solutions LLC	  	 	86961300	 	  	 	5085906	 

 US Trademark Applications and Registrations 

of NRT Sunshine Inc. 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 THE SUNSHINE GROUP LTD
	  	NRT Sunshine Inc	  	 	76408231	 	  	 	2768873	 

 US Trademark Applications and Registrations 

of Sotheby’s International Realty Licensee LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 ARTFULLY UNITING EXTRAORDINARY HOMES WITH EXTRAORDINARY LIVES
	  	Sotheby’s International Realty Licensee LLC	  	 	85028407	 	  	 	4086034	 


  
 5 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 BEYOND THE EXTRAORDINARY
	  	Sotheby’s International Realty Licensee LLC	  	 	86177559	 	  	 	4650441	 
	 EXTRAORDINARY ANGLES
	  	Sotheby’s International Realty Licensee LLC	  	 	86138598	 	  	 	4650381	 
	 FOR THE ONGOING COLLECTION OF LIFE
	  	Sotheby’s International Realty Licensee LLC	  	 	78490698	 	  	 	3069400	 
	 KEYSTONE (Stylized)
	  	Sotheby’s International Realty Licensee LLC	  	 	87576901	 	  	 	5593185	 
	 RESIDE
	  	Sotheby’s International Realty Licensee LLC	  	 	77089845	 	  	 	3415244	 
	 RESIDE
	  	Sotheby’s International Realty Licensee LLC	  	 	88219027	 	  	 	5945828	 
	 RESIDE
	  	Sotheby’s International Realty Licensee LLC	  	 	88219032	 	  	 	5811971	 
	 YOUR LIFESTYLE. ANYWHERE IN THE WORLD
	  	Sotheby’s International Realty Licensee LLC	  	 	85965372	 	  	 	4470797	 

 US Trademark Applications and Registrations 

of Realogy Title Group LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 AMERICAN TITLE COMPANY & Design
	  	Realogy Title Group LLC	  	 	85314000	 	  	 	4070488	 
	 BURNET TITLE
	  	Realogy Title Group LLC	  	 	85316954	 	  	 	4101529	 
	 BURNET TITLE & Design
	  	Realogy Title Group LLC	  	 	85316962	 	  	 	4076711	 
	 CCS CONVENIENT CLOSING SERVICES & Design (2019)
	  	Realogy Title Group LLC	  	 	88521286	 	  			
	 Circle Logo (TRG)
	  	Realogy Title Group LLC	  	 	78869716	 	  	 	3293882	 
	 Circle Logo (TRG)
	  	Realogy Title Group LLC	  	 	78869726	 	  	 	3279724	 
	 COUNT ON OUR EXCELLENCE
	  	Realogy Title Group LLC	  	 	78783827	 	  	 	3532528	 
	 DATA
ON-THE-GO
	  	Realogy Title Group LLC	  	 	88456966	 	  	 	6009601	 
	 DON’T SETTLE FOR COMPLICATED, SETTLE FOR CONVENIENCE
	  	Realogy Title Group LLC	  	 	78484489	 	  	 	3262070	 
	 E EQUITY TITLE COMPANY & Design
	  	Realogy Title Group LLC	  	 	85319360	 	  	 	4170293	 
	 E EQUITY TITLE COMPANY & Design in B&W
	  	Realogy Title Group LLC	  	 	86072934	 	  	 	4494991	 
	 E EQUITY TITLE COMPANY Stacked & Design
	  	Realogy Title Group LLC	  	 	86072929	 	  	 	5064573	 
	 FIRST CALIFORNIA ESCROW
	  	Realogy Title Group LLC	  	 	85319428	 	  	 	4098393	 
	 GO2AGENT
	  	 Realogy Title Group LLC
	  	 	86411663	 	  	 	4937604	 
	 GUARDIAN
	  	 Realogy Title Group LLC
	  	 	74102195	 	  	 	1823333	 
	 GUARDIAN TITLE AGENCY & Design
	  	 Realogy Title Group LLC
	  	 	88505383	 	  	 	6062356	 
	 GUARDIAN TITLE AGENCY, LLC & Design
	  	Realogy Title Group LLC	  	 	86760856	 	  	 	4982137	 


  
 6 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 GUARDIAN TRANSFER & Shield Design (Horizontal)
	  	Realogy Title Group LLC	  	 	87469303	 	  	 	5378185	 
	 IN HOUSE
	  	Realogy Title Group LLC	  	 	78626295	 	  	 	3607601	 
	 INDEPENDENCE TITLE & Design
	  	Realogy Title Group LLC	  	 	87751265	 	  	 	5553862	 
	 INSURING HOMEOWNERS, ENSURING HOMEOWNERSHIP
	  	Realogy Title Group LLC	  	 	87936160	 	  	 	5611998	 
	 KEYSTONE CLOSING SERVICES & Design
	  	Realogy Title Group LLC	  	 	85323511	 	  	 	4070751	 
	 KEYSTONE TITLE SERVICES & Design
	  	Realogy Title Group LLC	  	 	85323540	 	  	 	4083175	 
	 L LANDWAY SETTLEMENT SERVICES & Design
	  	Realogy Title Group LLC	  	 	78815007	 	  	 	3219806	 
	 MAKING HOUSES INTO HOMES
	  	Realogy Title Group LLC	  	 	78466961	 	  	 	3288623	 
	 MAKING HOUSES INTO HOMES COAST TO COAST
	  	Realogy Title Group LLC	  	 	85365082	 	  	 	4084012	 
	 MAKING HOUSES INTO HOMES ONE CLOSING AT A TIME
	  	Realogy Title Group LLC	  	 	88509351	 	  	 	5938087	 
	 MARDAN SETTLEMENT SERVICES & Design
	  	Realogy Title Group LLC	  	 	78814998	 	  	 	3282646	 
	 MARKET STREET & Design
	  	Realogy Title Group LLC	  	 	85324179	 	  	 	4104721	 
	 MARKET STREET SETTLEMENT GROUP & Design
	  	 Realogy Title Group LLC
	  	 	88505389	 	  	 	5972132	 
	 MID-ATLANTIC SETTLEMENT SERVICES &
Design
	  	 Realogy Title Group LLC
	  	 	85327090	 	  	 	4093455	 
	 PULSEPOINT
	  	 Realogy Title Group LLC
	  	 	87872393	 	  	 	5621572	 
	 READY FOR IT!
	  	 Realogy Title Group LLC
	  	 	86480113	 	  	 	4739201	 
	 REALTECH TITLE and Design
	  	 Realogy Title Group LLC
	  	 	88797357	 	  			
	 SAFE
	  	 Realogy Title Group LLC
	  	 	87368640	 	  	 	5266124	 
	 SAFE w/Lock Design
	  	 Realogy Title Group LLC
	  	 	87357372	 	  	 	5266114	 
	 SECURED LAND TITLE logo
	  	 Realogy Title Group LLC
	  	 	88840004	 	  			
	 SECURED LAND TITLE logo
	  	Realogy Title Group LLC	  	 	88840007	 	  			
	 SHORT TRAC
	  	Realogy Title Group LLC	  	 	85090682	 	  	 	4007465	 
	 SHORT TRAC & House Design
	  	Realogy Title Group LLC	  	 	85090690	 	  	 	4007466	 
	 SHORT TRAC House Design
	  	Realogy Title Group LLC	  	 	85090665	 	  	 	4007464	 
	 SINGLE SOLUTION
	  	Realogy Title Group LLC	  	 	77548999	 	  	 	3597988	 
	 SUNBELT TITLE AGENCY & Sun Design
	  	Realogy Title Group LLC	  	 	85679258	 	  	 	4329511	 
	 TERRA COASTAL ESCROW, INC. & Design
	  	Realogy Title Group LLC	  	 	88533152	 	  	 	5967472	 
	 THE REAL SOURCE
	  	Realogy Title Group LLC	  	 	87305635	 	  	 	5265502	 
	 THE REAL SOURCE (Stylized)
	  	Realogy Title Group LLC	  	 	87305820	 	  	 	5265513	 
	 TITLE RESOURCES & Design
	  	Realogy Title Group LLC	  	 	86138626	 	  	 	4579518	 
	 TITLE TRACK
	  	Realogy Title Group LLC	  	 	87488277	 	  	 	5379046	 
	 Title!Snap
	  	Realogy Title Group LLC	  	 	85618108	 	  	 	4318787	 
	 Title!Snap & House Design
	  	Realogy Title Group LLC	  	 	87249579	 	  	 	5205125	 
	 Title!Snap & Roof Design
	  	 Realogy Title Group LLC
	  	 	85618540	 	  	 	4318789	 
	 TRG
	  	 Realogy Title Group LLC
	  	 	87456580	 	  	 	5506155	 
	 TRG & Circle Design
	  	 Realogy Title Group LLC
	  	 	85326266	 	  	 	4090297	 
	 U.S. TITLE & Design
	  	 Realogy Title Group LLC
	  	 	85326274	 	  	 	4095790	 
	 US TITLE & Arch Design
	  	 Realogy Title Group LLC
	  	 	88350519	 	  	 	5883373	 
	 US TITLE & Arch Design
	  	Realogy Title Group LLC	  	 	88350529	 	  	 	5883374	 


  
 7 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 VALET CLOSING
	  	Realogy Title Group LLC	  	 	88885933	 	  			
	 VALET CLOSING
	  	Realogy Title Group LLC	  	 	88885936	 	  			
	 VALET CLOSING logo
	  	Realogy Title Group LLC	  	 	88885969	 	  			
	 VALET CLOSING logo
	  	Realogy Title Group LLC	  	 	88885971	 	  			
	 VIRTUALCLOSE
	  	Realogy Title Group LLC	  	 	88754563	 	  			
	 VIRTUALCLOSE
	  	Realogy Title Group LLC	  	 	88754570	 	  			
	 WE STAND BY OUR NAME
	  	Realogy Title Group LLC	  	 	87169378	 	  	 	5365920	 
	 WEST COAST ESCROW FIRST IN PEOPLE FIRST IN SERVICE & Design
	  	Realogy Title Group LLC	  	 	85326253	 	  	 	4095789	 
	 YOUR PARTNER TO A SUCCESSFUL CLOSING
	  	Realogy Title Group LLC	  	 	88509358	 	  	 	5938088	 
	 YOUR SOURCE FOR GETTING DEALS DONE
	  	Realogy Title Group LLC	  	 	86777700	 	  	 	5120625	 
	 YOURPAPERWORK & Design
	  	Realogy Title Group LLC	  	 	86005617	 	  	 	4728328	 

 US Trademark Applications and Registrations 

of Century 21 Real Estate LLC 
  

											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	
1-800-4-HOUSES

	  	Century 21 Real Estate LLC	  	 	74469574	 	  	 	2376323	 
	 21 ONLINE & Design
	  	Century 21 Real Estate LLC	  	 	75099281	 	  	 	2113555	 
	 21ST CENTURY
	  	Century 21 Real Estate LLC	  	 	75436943	 	  	 	2300743	 
	 21ST CENTURY
	  	Century 21 Real Estate LLC	  	 	78565509	 	  	 	3116448	 
	 21ST CENTURY CASUALTY
	  	Century 21 Real Estate LLC	  	 	78565519	 	  	 	3055063	 
	 21ST CENTURY INSURANCE
	  	Century 21 Real Estate LLC	  	 	78565505	 	  	 	3106265	 
	 AT HOME WITH CENTURY 21
	  	Century 21 Real Estate LLC	  	 	78195146	 	  	 	2960793	 
	 BUYER SERVICE PLEDGE
	  	Century 21 Real Estate LLC	  	 	74122856	 	  	 	1812377	 
	 C21
	  	Century 21 Real Estate LLC	  	 	78427047	 	  	 	2933408	 
	 C21
	  	Century 21 Real Estate LLC	  	 	87748422	 	  	 	5770668	 
	 C21 COMMERCIAL
	  	Century 21 Real Estate LLC	  	 	87034627	 	  	 	5118383	 
	 C21 COMMERCIAL
	  	Century 21 Real Estate LLC	  	 	88199260	 	  	 	5786754	 
	 C21 FH&E Logo
	  	Century 21 Real Estate LLC	  	 	88111482	 	  	 	5785723	 
	 C21 FINE HOMES & ESTATES
	  	Century 21 Real Estate LLC	  	 	87034672	 	  	 	5932319	 
	 C21 Logo
	  	Century 21 Real Estate LLC	  	 	87775752	 	  	 	5746747	 
	 C21 Logo
	  	Century 21 Real Estate LLC	  	 	87775755	 	  	 	5758696	 
	 C21 Logo (in color)
	  	Century 21 Real Estate LLC	  	 	87837474	 	  	 	5752743	 
	 C21 Logo (in color)
	  	Century 21 Real Estate LLC	  	 	87837483	 	  	 	5752744	 
	 C21 MARKETING ASSISTANT
	  	Century 21 Real Estate LLC	  	 	86454500	 	  	 	4752071	 
	 C21 SOCIAL XCHANGE
	  	Century 21 Real Estate LLC	  	 	86218014	 	  	 	4771292	 
	 C21 TAP IN
	  	Century 21 Real Estate LLC	  	 	86796284	 	  	 	5034894	 
	 C21 UNIVERSITY
	  	Century 21 Real Estate LLC	  	 	86669522	 	  	 	4908006	 
	 CENTURION
	  	Century 21 Real Estate LLC	  	 	73754544	 	  	 	1563740	 
	 CENTURION
	  	Century 21 Real Estate LLC	  	 	73754545	 	  	 	1553298	 
	 CENTURION & Design
	  	Century 21 Real Estate LLC	  	 	73754547	 	  	 	1563741	 
	 CENTURION Design
	  	Century 21 Real Estate LLC	  	 	73754543	 	  	 	1553297	 
	 CENTURION HONOR SOCIETY
	  	Century 21 Real Estate LLC	  	 	78302129	 	  	 	2981964	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	73608730	 	  	 	1429531	 


  
 8 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	73072695	 	  	 	1063488	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	73133892	 	  	 	1085039	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	73421810	 	  	 	1304095	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	75071763	 	  	 	2178970	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	78008646	 	  	 	2762774	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	76279429	 	  	 	2662159	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	87776567	 	  	 	5610163	 
	 CENTURY 21
	  	Century 21 Real Estate LLC	  	 	87776573	 	  	 	5610164	 
	 CENTURY 21 & Design (in color)
	  	Century 21 Real Estate LLC	  	 	87837459	 	  	 	5752741	 
	 CENTURY 21 & Design (in color)
	  	Century 21 Real Estate LLC	  	 	87837467	 	  	 	5752742	 
	 CENTURY 21 & Jacket Design
	  	Century 21 Real Estate LLC	  	 	73774121	 	  	 	1631850	 
	 CENTURY 21 & New House Design
	  	Century 21 Real Estate LLC	  	 	73133894	 	  	 	1085040	 
	 CENTURY 21 & New House Design
	  	 Century 21 Real Estate LLC
	  	 	74142432	 	  	 	1771535	 
	 CENTURY 21 & New House Design (with box underneath)
	  	 Century 21 Real Estate LLC
	  	 	73138501	 	  	 	1104464	 
	 CENTURY 21 & New Pitched Roof House Design
	  	 Century 21 Real Estate LLC
	  	 	85754237	 	  	 	4453425	 
	 CENTURY 21 & New Pitched Roof House Design
	  	 Century 21 Real Estate LLC
	  	 	85754232	 	  	 	4473499	 
	 CENTURY 21 & Sign & Post Design
	  	 Century 21 Real Estate LLC
	  	 	73262350	 	  	 	1263774	 
	 CENTURY 21 & Sign Design
	  	 Century 21 Real Estate LLC
	  	 	74631924	 	  	 	2027670	 
	 CENTURY 21 (New House Design with Floor)
	  	 Century 21 Real Estate LLC
	  	 	78852446	 	  	 	3219883	 
	 CENTURY 21 (Stylized Horizontal)
	  	 Century 21 Real Estate LLC
	  	 	86675888	 	  	 	4918229	 
	 CENTURY 21 BUSINESS BUILDER
	  	 Century 21 Real Estate LLC
	  	 	85630371	 	  	 	4511387	 
	 CENTURY 21 BUSINESS BUILDER
	  	 Century 21 Real Estate LLC
	  	 	85630361	 	  	 	4337497	 
	 CENTURY 21 BUSINESS BUILDER
	  	 Century 21 Real Estate LLC
	  	 	85630365	 	  	 	4511386	 
	 CENTURY 21 COMMERCIAL
	  	 Century 21 Real Estate LLC
	  	 	78827023	 	  	 	3219828	 
	 CENTURY 21 COMMERCIAL
	  	 Century 21 Real Estate LLC
	  	 	88206466	 	  	 	5787300	 
	 CENTURY 21 COMMERCIAL & Building Design
	  	Century 21 Real Estate LLC	  	 	75193702	 	  	 	2158319	 
	 CENTURY 21 COMMERCIAL (Stylized)
	  	Century 21 Real Estate LLC	  	 	86111928	 	  	 	4559769	 
	 CENTURY 21 CONNECTIONS
	  	Century 21 Real Estate LLC	  	 	77941480	 	  	 	3841423	 
	 CENTURY 21 FARM & RANCH
	  	Century 21 Real Estate LLC	  	 	87226841	 	  	 	5222644	 
	 CENTURY 21 FARM & RANCH (Stylized)
	  	Century 21 Real Estate LLC	  	 	86104718	 	  	 	4744494	 
	 CENTURY 21 FINE HOMES & ESTATES
	  	Century 21 Real Estate LLC	  	 	76581393	 	  	 	3007069	 
	 CENTURY 21 FINE HOMES & ESTATES & New Pointed Gate Design
	  	Century 21 Real Estate LLC	  	 	85588557	 	  	 	4249749	 
	 CENTURY 21 FINE HOMES & ESTATES (Stylized)
	  	Century 21 Real Estate LLC	  	 	86437921	 	  	 	4856747	 
	 CENTURY 21 FINE HOMES & ESTATES Logo
	  	Century 21 Real Estate LLC	  	 	88111483	 	  	 	5779353	 
	 CENTURY 21 GLOBAL REFERRAL NETWORK & Design
	  	Century 21 Real Estate LLC	  	 	78047046	 	  	 	2725830	 
	 CENTURY 21 HOME PROTECTION PLAN
	  	Century 21 Real Estate LLC	  	 	73241780	 	  	 	1161341	 
	 CENTURY 21 LEARNING SYSTEM
	  	Century 21 Real Estate LLC	  	 	78051378	 	  	 	2585459	 
	 CENTURY 21 MARKETING ASSISTANT
	  	 Century 21 Real Estate LLC
	  	 	86188840	 	  	 	4721350	 


  
 9 














							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 CENTURY 21 MATURE MOVES
	  	 Century 21 Real Estate LLC
	  	78032288	  	2633322
	 CENTURY 21 MATURE MOVES & Design
	  	 Century 21 Real Estate LLC
	  	78036319	  	2633331
	 CENTURY 21 MILITARY REWARDS
	  	 Century 21 Real Estate LLC
	  	88602121	  	
	 CENTURY 21 MORTGAGE
	  	 Century 21 Real Estate LLC
	  	78051978	  	2615437
	 CENTURY 21 MORTGAGE & Design
	  	 Century 21 Real Estate LLC
	  	73421809	  	1307407
	 CENTURY 21 RISING PROFESSIONALS
	  	 Century 21 Real Estate LLC
	  	86413977	  	4853928
	 CENTURY 21 STAR
	  	 Century 21 Real Estate LLC
	  	73763539	  	1551266
	 CENTURY 21 UNIVERSITY
	  	 Century 21 Real Estate LLC
	  	86269901	  	4761629
	 CENTURY 21 UNIVERSITY & New Pitched Roof House Design (Stylized)
	  	 Century 21 Real Estate LLC
	  	86268473	  	4761624
	 CONNECT 2 THE 1
	  	 Century 21 Real Estate LLC
	  	77923672	  	3952001
	 CREATE 21
	  	 Century 21 Real Estate LLC
	  	78021324	  	2622290
	 GLOBAL 21
	  	 Century 21 Real Estate LLC
	  	85747998	  	4756330
	 GOLD MEDALLION
	  	 Century 21 Real Estate LLC
	  	74090920	  	1681402
	 GOLD MEDALLION
	  	 Century 21 Real Estate LLC
	  	74090919	  	1747396
	 INNOVATE. COLLABORATE. ADVANCE.
	  	 Century 21 Real Estate LLC
	  	86413979	  	4839750
	 MAS INTELIGENTES. MAS AUDACES. MAS RAPIDOS.
	  	 Century 21 Real Estate LLC
	  	85734739	  	4456260
	 ONE21
	  	 Century 21 Real Estate LLC
	  	87241983	  	5272868
	 ONE21
	  	 Century 21 Real Estate LLC
	  	87244185	  	5272873
	 Q(stylized)
	  	 Century 21 Real Estate LLC
	  	76282440	  	2614917
	 REAL ESTATE FOR THE REAL WORLD
	  	 Century 21 Real Estate LLC
	  	75614226	  	2398595
	 REAL ESTATE FOR YOUR WORLD
	  	 Century 21 Real Estate LLC
	  	78226832	  	2815094
	 RECRUIT21
	  	 Century 21 Real Estate LLC
	  	87567364	  	5801044
	 RELENTLESS MOVES
	  	 Century 21 Real Estate LLC
	  	87774128	  	
	 RELENTLESS MOVES
	  	 Century 21 Real Estate LLC
	  	87774130	  	5886079
	 SBF Face Chili & Rabbit Design
	  	 Century 21 Real Estate LLC
	  	86009963	  	4610983
	 SELLER SERVICE PLEDGE
	  	 Century 21 Real Estate LLC
	  	74122857	  	1750374
	 SMARTER.BOLDER.FASTER.
	  	 Century 21 Real Estate LLC
	  	85666861	  	4237903
	 THE GOLDEN RULER
	  	 Century 21 Real Estate LLC
	  	77864709	  	3920844
	 WE’RE THE NEIGHBORHOOD PROFESSIONALS
	  	 Century 21 Real Estate LLC
	  	73735838	  	1526116
	 X·CELLERATE
	  	 Century 21 Real Estate LLC
	  	87567362	  	5814123


  
 10 













 US Trademark Applications and Registrations 

of ERA Franchise Systems LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 1ST IN SERVICE
	  	 ERA Franchise Systems LLC
	  	78710978	  	3192163
	 A SMARTER COMMUNITY
	  	 ERA Franchise Systems LLC
	  	85026180	  	4276132
	 ALWAYS THERE FOR YOU
	  	 ERA Franchise Systems LLC
	  	75746258	  	2477197
	 ANSWERS
	  	 ERA Franchise Systems LLC
	  	74185466	  	1756219
	 ERA
	  	 ERA Franchise Systems LLC
	  	73113461	  	1078060
	 ERA
	  	 ERA Franchise Systems LLC
	  	73388791	  	1251827
	 ERA
	  	 ERA Franchise Systems LLC
	  	78008652	  	2691643
	 ERA
	  	 ERA Franchise Systems LLC
	  	78599896	  	3073417
	 ERA & New House Design (black on white)
	  	 ERA Franchise Systems LLC
	  	75269373	  	2875845
	 ERA 1ST IN SERVICE JIM JACKSON MEMORIAL AWARD & Design
	  	 ERA Franchise Systems LLC
	  	76284300	  	2594245
	 ERA EXPRESS SELL
	  	 ERA Franchise Systems LLC
	  	87690832	  	5636127
	 ERA GOLD STAR PROPERTY
	  	 ERA Franchise Systems LLC
	  	85467451	  	4337051
	 ERA HOME PROTECTION PLAN
	  	 ERA Franchise Systems LLC
	  	78018755	  	2576242
	 ERA LEARNING EXCHANGE
	  	 ERA Franchise Systems LLC
	  	85256527	  	4022857
	 ERA MILITARY REWARDS
	  	 ERA Franchise Systems LLC
	  	88603372	  	
	 ERA MORTGAGE & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86458793	  	4743728
	 ERA POWERED
	  	 ERA Franchise Systems LLC
	  	77941481	  	4354270
	 ERA REAL ESTATE & New House Design
	  	 ERA Franchise Systems LLC
	  	78575216	  	3082137
	 ERA REAL ESTATE & New House Design (White on Red)
	  	 ERA Franchise Systems LLC
	  	86094926	  	4555250
	 ERA REAL ESTATE & New House Design (White on Red)
	  	 ERA Franchise Systems LLC
	  	86106744	  	4555575
	 ERA REAL ESTATE & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86223291	  	4670175
	 ERA REAL ESTATE & New Roof Design (in color)
	  	 ERA Franchise Systems LLC
	  	86219850	  	4878084
	 ERA REAL ESTATE & New Roof Design (in color)
	  	 ERA Franchise Systems LLC
	  	86219831	  	4670164
	 ERA REAL ESTATE & New Roof Design (in color)
	  	 ERA Franchise Systems LLC
	  	86219842	  	4923316
	 ERA REAL ESTATE & New Roof Design (reversed in color)
	  	 ERA Franchise Systems LLC
	  	86223297	  	4882204
	 ERA REAL ESTATE & New Roof Design (reversed)
	  	 ERA Franchise Systems LLC
	  	86223304	  	4670176
	 ERA REAL ESTATE CIRCLE OF SUCCESS CIRCLE OF ACHIEVEMENT & Design
	  	 ERA Franchise Systems LLC
	  	85773461	  	4606140
	 ERA REAL ESTATE CIRCLE OF SUCCESS CIRCLE OF ACHIEVEMENT & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86404228	  	4965423
	 ERA REAL ESTATE CIRCLE OF SUCCESS CIRCLE OF HONOR & Design
	  	 ERA Franchise Systems LLC
	  	85773463	  	4606141
	 ERA REAL ESTATE CIRCLE OF SUCCESS CIRCLE OF HONOR & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86404227	  	4965422
	 ERA REAL ESTATE CIRCLE OF SUCCESS LEADERS’ CIRCLE & Design
	  	 ERA Franchise Systems LLC
	  	85773466	  	4606142


  
 11 














							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 ERA REAL ESTATE CIRCLE OF SUCCESS LEADERS’ CIRCLE & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86404226	  	4965421
	 ERA REAL ESTATE DISTINCTIVE PROPERTIES & New Roof Design (Horizontal)
	  	 ERA Franchise Systems LLC
	  	86440715	  	4912015
	 ERA REAL ESTATE DISTINCTIVE PROPERTIES & New Roof Design (Vertical)
	  	 ERA Franchise Systems LLC
	  	86440717	  	4907097
	 ERA REAL ESTATE GLOBAL INNOVATION TRUE VALUE BEST IN CLASS COMMUNITY & New Roof
Design
	  	 ERA Franchise Systems LLC
	  	86404222	  	5073790
	 ERA REAL ESTATE GLOBAL INNOVATION TRUE VALUE BEST IN CLASS COMMUNITY & Design
	  	 ERA Franchise Systems LLC
	  	85773459	  	4606139
	 ERA REAL ESTATE HOME PROTECTION PLAN & Design
	  	 ERA Franchise Systems LLC
	  	78035233	  	2612765
	 ERA REAL ESTATE LIVE & Design
	  	 ERA Franchise Systems LLC
	  	87273477	  	5414053
	 ERA REAL ESTATE NATIONAL MILITARY BROKER NETWORK & Design
	  	 ERA Franchise Systems LLC
	  	78058980	  	2635317
	 ERA REAL ESTATE POWERED
	  	 ERA Franchise Systems LLC
	  	85227422	  	4254504
	 ERA REAL ESTATE POWERED
	  	 ERA Franchise Systems LLC
	  	85227394	  	4250619
	 ERA REAL ESTATE POWERED & New Roof Design
	  	 ERA Franchise Systems LLC
	  	86421615	  	4743632
	 ERA REAL ESTATE POWERED & New Roof Design (in color)
	  	 ERA Franchise Systems LLC
	  	88784507	  	
	 ERA REAL ESTATE RESORT PROPERTIES INTERNATIONAL & Design
	  	 ERA Franchise Systems LLC
	  	76243766	  	2563583
	 ERA REAL ESTATE TOP GUN & New Roof Design (in color)
	  	 ERA Franchise Systems LLC
	  	86421614	  	4897170
	 ERA SELECT SERVICES
	  	 ERA Franchise Systems LLC
	  	75809994	  	2737148
	 ERA SELLERS SECURITY PLAN & Design
	  	 ERA Franchise Systems LLC
	  	87456650	  	5525920
	 ERA TOPRECRUITER
	  	 ERA Franchise Systems LLC
	  	85238595	  	4022536
	 GOLD STAR ON THE GO
	  	 ERA Franchise Systems LLC
	  	85467453	  	4983369
	 IF WE DON’T SELL YOUR HOUSE, ERA WILL BUY IT!
	  	 ERA Franchise Systems LLC
	  	74073209	  	1646268
	 IGNITE logo
	  	 ERA Franchise Systems LLC
	  	88320183	  	
	 IT’S THE LITTLE THINGS WE DO
	  	 ERA Franchise Systems LLC
	  	78915320	  	3233314
	 LEVERAGE
	  	 ERA Franchise Systems LLC
	  	87455631	  	5830883
	 LEVERAGE (Stylized)
	  	 ERA Franchise Systems LLC
	  	88080517	  	6005041
	 NMBN
	  	 ERA Franchise Systems LLC
	  	74183282	  	1753385
	 OWNING THE FENCE GET OFF IT AND OWN IT & Fence Design
	  	 ERA Franchise Systems LLC
	  	87229929	  	5222899
	 SELECT SERVICES & Design
	  	 ERA Franchise Systems LLC
	  	85467460	  	4377164
	 SELLERS SECURITY
	  	 ERA Franchise Systems LLC
	  	78425874	  	2983252
	 TEAMERA
	  	 ERA Franchise Systems LLC
	  	85298427	  	4066650
	 TEAMERA.COM
	  	 ERA Franchise Systems LLC
	  	85256525	  	4022856
	 TOP GUN
	  	 ERA Franchise Systems LLC
	  	74153559	  	1757264


  
 12 














							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 WE WILL SELL YOUR HOUSE OR ERA WILL BUY IT
	  	 ERA Franchise Systems LLC
	  	75483140	  	2464187

 US Trademark Applications and Registrations 

of Coldwell Banker Real Estate LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 BEST OF BLUE
	  	 Coldwell Banker Real Estate LLC
	  	85468323	  	4488895
	 BLUE MATTER
	  	 Coldwell Banker Real Estate LLC
	  	77948751	  	3860242
	 CB & Design
	  	 Coldwell Banker Real Estate LLC
	  	73210971	  	1153366
	 CB & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341166	  	5934052
	 CB & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341167	  	5934053
	 CB & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341168	  	5934054
	 CB & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341170	  	
	 CB & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341172	  	
	 CB & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341173	  	6035112
	 CB COLDWELL BANKER & Star Logo (horizontal & in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88689106	  	6029312
	 CB COLDWELL BANKER & Star Logo (horizontal & in color)
	  	 Coldwell Banker Real Estate LLC
	  	88689108	  	6029313
	 CB COLDWELL BANKER & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341176	  	
	 CB COLDWELL BANKER & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341174	  	
	 CB COLDWELL BANKER & Star Logo (in b&w)
	  	 Coldwell Banker Real Estate LLC
	  	88341181	  	5934055
	 CB COLDWELL BANKER & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341177	  	
	 CB COLDWELL BANKER & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341182	  	
	 CB COLDWELL BANKER & Star Logo (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88341183	  	
	 CB in a House & CBU Design
	  	 Coldwell Banker Real Estate LLC
	  	88094042	  	5691784
	 CB in a House Design
	  	 Coldwell Banker Real Estate LLC
	  	85681112	  	4748319
	 CBC
	  	 Coldwell Banker Real Estate LLC
	  	78235734	  	3030080
	 CBX
	  	 Coldwell Banker Real Estate LLC
	  	88045824	  	5848709


  
 13 














							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 COLDWELL BANKER
	  	 Coldwell Banker Real Estate LLC
	  	75152362	  	2057608
	 COLDWELL BANKER
	  	 Coldwell Banker Real Estate LLC
	  	73211116	  	1154155
	 COLDWELL BANKER
	  	 Coldwell Banker Real Estate LLC
	  	78008563	  	2453334
	 COLDWELL BANKER
	  	 Coldwell Banker Real Estate LLC
	  	78655395	  	3100659
	 COLDWELL BANKER & CB Star Logo in a box (in b/w)
	  	 Coldwell Banker Real Estate LLC
	  	88752537	  	
	 COLDWELL BANKER & CB Star Logo in a box (in color)
	  	 Coldwell Banker Real Estate LLC
	  	88752534	  	
	 COLDWELL BANKER CB & Design
	  	 Coldwell Banker Real Estate LLC
	  	75152363	  	2059501
	 COLDWELL BANKER CB & Design
	  	 Coldwell Banker Real Estate LLC
	  	78655400	  	3179802
	 COLDWELL BANKER CB & Design (in color)
	  	 Coldwell Banker Real Estate LLC
	  	73346790	  	1215241
	 COLDWELL BANKER CB & Design HOME LOANS
	  	 Coldwell Banker Real Estate LLC
	  	77870433	  	3810666
	 COLDWELL BANKER CB & Design in 3D in color
	  	 Coldwell Banker Real Estate LLC
	  	85528560	  	4175758
	 COLDWELL BANKER CB & Design in 3D in color
	  	 Coldwell Banker Real Estate LLC
	  	85528627	  	4175759
	 COLDWELL BANKER CB & Design in 3D in color
	  	 Coldwell Banker Real Estate LLC
	  	85529273	  	4400923
	 COLDWELL BANKER CB & Design MORTGAGE
	  	 Coldwell Banker Real Estate LLC
	  	77870426	  	3810664
	 COLDWELL BANKER COMMERCIAL
	  	 Coldwell Banker Real Estate LLC
	  	75120713	  	2059364
	 COLDWELL BANKER COMMERCIAL
	  	 Coldwell Banker Real Estate LLC
	  	73787763	  	1598908
	 COLDWELL BANKER COMMERCIAL
	  	 Coldwell Banker Real Estate LLC
	  	78655398	  	3254878
	 COLDWELL BANKER COMMERCIAL CB & Design
	  	 Coldwell Banker Real Estate LLC
	  	78080719	  	2745034
	 COLDWELL BANKER COMMERCIAL CB & Design
	  	 Coldwell Banker Real Estate LLC
	  	78655402	  	3179803
	 COLDWELL BANKER COMMERCIAL CB & Design (no box)
	  	 Coldwell Banker Real Estate LLC
	  	87275989	  	5264687
	 COLDWELL BANKER COMMERCIAL CB & Design in 3D (in color)
	  	 Coldwell Banker Real Estate LLC
	  	85529643	  	4175766
	 COLDWELL BANKER COMMERCIAL CB & Design in 3D (in color)
	  	 Coldwell Banker Real Estate LLC
	  	85529640	  	4175765
	 COLDWELL BANKER COMMERCIAL CB & Design in 3D (in color)
	  	 Coldwell Banker Real Estate LLC
	  	85530549	  	4530043
	 COLDWELL BANKER CONCIERGE
	  	 Coldwell Banker Real Estate LLC
	  	75630167	  	2576448
	 COLDWELL BANKER CONCIERGE
	  	 Coldwell Banker Real Estate LLC
	  	75588856	  	2472004


  
 14 














							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 COLDWELL BANKER GLOBAL LUXURY
	  	 Coldwell Banker Real Estate LLC
	  	87263128	  	5318632
	 COLDWELL BANKER GLOBAL LUXURY & Design
	  	 Coldwell Banker Real Estate LLC
	  	87263135	  	5318633
	 COLDWELL BANKER MILITARY REWARDS
	  	 Coldwell Banker Real Estate LLC
	  	88603369	  	
	 COLDWELL BANKER ON LOCATION
	  	 Coldwell Banker Real Estate LLC
	  	77721965	  	3786028
	 COLDWELL BANKER PREVIEWS INTERNATIONAL
	  	 Coldwell Banker Real Estate LLC
	  	78032990	  	2529955
	 COLDWELL BANKER PREVIEWS INTERNATIONAL
	  	 Coldwell Banker Real Estate LLC
	  	78655389	  	3093311
	 COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design in 3D
	  	 Coldwell Banker Real Estate LLC
	  	85719826	  	4313113
	 COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design in color
	  	 Coldwell Banker Real Estate LLC
	  	78638810	  	3170029
	 COLDWELL BANKER UNIVERSITY
	  	 Coldwell Banker Real Estate LLC
	  	74425646	  	1842126
	 COLDWELL BANKER UNIVERSITY & Cap in Circle Design
	  	 Coldwell Banker Real Estate LLC
	  	85179678	  	4005411
	 COMMERCIAL TO THE CORE
	  	 Coldwell Banker Real Estate LLC
	  	86936725	  	5159150
	 COMMERCIAL TO THE CORE
	  	 Coldwell Banker Real Estate LLC
	  	86936727	  	5106567
	 COMMERCIAL UNIVERSITY & Cap Design
	  	 Coldwell Banker Real Estate LLC
	  	87667606	  	5728902
	 COMMERCIALUNIVERSITY & Design
	  	 Coldwell Banker Real Estate LLC
	  	85304756	  	4063162
	 EMERGING BROKER TRAINING
	  	 Coldwell Banker Real Estate LLC
	  	87687706	  	5625561
	 GEN BLUE
	  	 Coldwell Banker Real Estate LLC
	  	87067241	  	5189465
	 GEN BLUE EXPERIENCE
	  	 Coldwell Banker Real Estate LLC
	  	87067245	  	5216630
	 GENERATION BLUE EXPERIENCE
	  	 Coldwell Banker Real Estate LLC
	  	85179682	  	3985404
	 PERSONAL RETRIEVER Sign Rider Design
	  	 Coldwell Banker Real Estate LLC
	  	78182148	  	3102893
	 PRESERVING THE TRUST
	  	 Coldwell Banker Real Estate LLC
	  	74393851	  	1823177
	 PREVIEWS
	  	 Coldwell Banker Real Estate LLC
	  	78768439	  	3219716
	 PREVIEWS (Stylized)
	  	 Coldwell Banker Real Estate LLC
	  	71620930	  	565757


  
 15 













 U.S. Trademark Applications and Registrations 

of Sotheby’s International Realty, Inc 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 CAPE COD STYLE
	  	 Sotheby’s International Realty, Inc
	  	76410655	  	2971401
	 CAPE COD STYLE
	  	 Sotheby’s International Realty, Inc
	  	76410657	  	2736246
	 CONEJOVALLEYSTYLE
	  	 Sotheby’s International Realty, Inc
	  	86460297	  	4772856
	 GREENWICHSTYLE
	  	 Sotheby’s International Realty, Inc
	  	77619262	  	3639386
	 NEWYORKCITYSTYLE
	  	 Sotheby’s International Realty, Inc
	  	77819231	  	3858479
	 ONLY WITH US
	  	 Sotheby’s International Realty, Inc
	  	85690452	  	4272410
	 SANFRANCISCOSTYLE
	  	 Sotheby’s International Realty, Inc
	  	85939786	  	4634404
	 SANTABARBARASTYLE
	  	 Sotheby’s International Realty, Inc
	  	85939793	  	4749784
	 SANTAFESTYLE
	  	 Sotheby’s International Realty, Inc
	  	86108015	  	4594681
	 WESTCHESTERSTYLE
	  	 Sotheby’s International Realty, Inc
	  	77619264	  	3918443
	 WINECOUNTRYSTYLE
	  	 Sotheby’s International Realty, Inc
	  	85983924	  	4874826

 US Trademark Applications and Registrations 

of Secured Land Transfers LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 SECURED LAND TITLE with “T” logo (b/w)
	  	Secured Land Transfers LLC	  	88924944	  	
	 SECURED LAND TITLE with “T” logo (color)
	  	Secured Land Transfers LLC	  	88924942	  	
	 TITLEONE
	  	Secured Land Transfers LLC (as successor in merger to TitleOne Corporation)*	  	76154992	  	2485328
	 TO Logo
	  	Secured Land Transfers LLC (as successor in merger to TitleOne Corporation) *	  	76154993	  	2485329

  

	*	 Recordal of the change of name from TitleOne Corporation to Secured Land Transfers LLC filed with the US Patent
and Trademark Office 



  
 16 













 US Trademark Applications and Registrations 

of Oncor International LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 ONCOR
	  	ONCOR INTERNATIONAL LLC	  	74106241	  	1702621

 US Trademark Applications and Registrations 

of Burnet Realty LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 DISTINCTIVE HOMES
	  	Burnet Realty LLC	  	74085862	  	1712157

 US Trademark Applications and Registrations 

of Martha Turner Properties, L.P. 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 MARTHA TURNER
	  	Martha Turner Properties, L.P.	  	77158894	  	3355919

 US Trademark Applications and Registrations 

of NRT Property Management Texas LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 ONEPROP & Design
	  	NRT Property Management Texas LLC	  	77933249	  	3889031
	 ONEPROP
	  	NRT Property Management Texas LLC	  	77812441	  	3894946


  
 17 













 US Trademark Applications and Registrations 

of Realogy Brokerage Group LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 REAL ESTATE ADVANTAGE
	  	 Realogy Brokerage Group LLC
	  	88575495	  	6006963
	 VIEW
	  	 Realogy Brokerage Group LLC
	  	88578560	  	6007166
	 WHAT MOVES HER
	  	 Realogy Brokerage Group LLC
	  	88725993	  	
	 WHAT MOVES HER
	  	 Realogy Brokerage Group LLC
	  	88726007	  	

 US Trademark Applications and Registrations 

of Climb Franchise Systems LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 CLIMB
	  	 Climb Franchise Systems LLC
	  	88015895	  	
	 CLIMB
	  	 Climb Franchise Systems LLC
	  	88015901	  	5689558
	 CLIMB & Design
	  	 Climb Franchise Systems LLC
	  	88343759	  	
	 CLIMB & Line Design
	  	 Climb Franchise Systems LLC
	  	88645768	  	
	 CLIMB & Line Design
	  	 Climb Franchise Systems LLC
	  	88645763	  	
	 CLIMB REAL ESTATE
	  	 Climb Franchise Systems LLC
	  	85238244	  	4025748
	 CLIMB REAL ESTATE Logo
	  	 Climb Franchise Systems LLC
	  	88164346	  	
	 CLIMB REAL ESTATE Logo
	  	 Climb Franchise Systems LLC
	  	88163778	  	5803975
	 GEN CLIMB
	  	 Climb Franchise Systems LLC
	  	88164347	  	
	 GEN CLIMB
	  	 Climb Franchise Systems LLC
	  	88164351	  	
	 GENERATION CLIMB
	  	 Climb Franchise Systems LLC
	  	88164348	  	
	 GENERATION CLIMB
	  	 Climb Franchise Systems LLC
	  	88164352	  	
	 SF NEW DEVELOPMENTS
	  	 Climb Franchise Systems LLC
	  	85238259	  	4028351
	 THE CONDO STORE
	  	 Climb Franchise Systems LLC
	  	75358857	  	2217143

 US Trademark Applications and Registrations 

of Corcoran Group LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 AGENT STUDIO
	  	 Corcoran Group LLC
	  	88407213	  	5953585
	 AGENT STUDIO Logo
	  	 Corcoran Group LLC
	  	88407198	  	5874428
	 CORCORAN
	  	 Corcoran Group LLC
	  	75688924	  	2533288
	 CORCORAN
	  	 Corcoran Group LLC
	  	77251976	  	3417729
	 CORCORAN
	  	 Corcoran Group LLC
	  	88164619	  	5849053
	 CORCORAN
	  	 Corcoran Group LLC
	  	88164625	  	5842891
	 CORCORAN (stylized)
	  	 Corcoran Group LLC
	  	88242626	  	5843212
	 CORCORAN (stylized)
	  	 Corcoran Group LLC
	  	88242635	  	5855634
	 CORCORAN Colorbar
	  	 Corcoran Group LLC
	  	88349870	  	6000183
	 CORCORAN Colorbar
	  	 Corcoran Group LLC
	  	88349877	  	6000184
	 CORCORAN Colorbar in white font
	  	 Corcoran Group LLC
	  	88668627	  	


  
 18 














											
	 Trademark
	  	 Owner Name
	  	Application
No.	 	  	Registration
No.	 
	 CORCORAN GROUP
	  	Corcoran Group LLC	  	 	88164623	 	  			
	 CORCORAN GROUP
	  	 Corcoran Group LLC
	  	 	88164626	 	  	 	5842892	 
	 CORCORAN LIVE WHO YOU ARE
	  	Corcoran Group LLC	  	 	88532773	 	  			
	 CORCORAN LIVE WHO YOU ARE
	  	Corcoran Group LLC	  	 	88532780	 	  	 	5982559	 
	 CORCORAN LIVE WHO YOU ARE & Design
	  	Corcoran Group LLC	  	 	88532765	 	  			
	 CORCORAN LIVE WHO YOU ARE & Design
	  	Corcoran Group LLC	  	 	88532769	 	  	 	5982557	 
	 CORCORAN MILITARY REWARDS
	  	Corcoran Group LLC	  	 	88603430	 	  			
	 CORCORAN New Development & Colorbar Logo
	  	Corcoran Group LLC	  	 	88782626	 	  			
	 CORCORAN New Development & Colorbar Logo
	  	Corcoran Group LLC	  	 	88782557	 	  			
	 CORCORAN New Development & Colorbar Logo
	  	Corcoran Group LLC	  	 	88782564	 	  			
	 CORCORAN New Development Logo (Black and White)
	  	Corcoran Group LLC	  	 	88782636	 	  			
	 CORCORAN SUNSHINE
	  	Corcoran Group LLC	  	 	86457227	 	  	 	4772592	 
	 CORCORAN SUNSHINE & CS & Interlocking Circles Design
	  	Corcoran Group LLC	  	 	86457230	 	  	 	4844204	 
	 CORCORAN SUNSHINE MARKETING GROUP & CS & Interlocking Circles Design
	  	Corcoran Group LLC	  	 	86457231	 	  	 	4844205	 
	 CORCORAN WEXLER
	  	Corcoran Group LLC	  	 	76315555	 	  	 	2576142	 
	 CS & Interlocking Circles Design
	  	Corcoran Group LLC	  	 	77287785	 	  	 	3418149	 
	 LIVE WHO YOU ARE
	  	Corcoran Group LLC	  	 	88567805	 	  			
	 LIVE WHO YOU ARE
	  	 Corcoran Group LLC
	  	 	78713347	 	  	 	3178618	 
	 LIVE WHO YOU ARE
	  	 Corcoran Group LLC
	  	 	88567800	 	  	 	5984464	 
	 THE CORCORAN GROUP
	  	 Corcoran Group LLC
	  	 	75689238	 	  	 	2366134	 
	 WWW.CORCORAN.COM
	  	 Corcoran Group LLC
	  	 	75732288	 	  	 	2499454	 


  
 19 













 US Trademark Applications and Registrations 

of ZapLabs LLC 
  

							
	 Trademark
	  	 Owner Name
	  	Application
No.	  	Registration
No.
	 POWERED BY ZIP
	  	 ZapLabs LLC
	  	88463807	  	5971498
	 POWERED BY ZIPREALTY TECHNOLOGY
	  	 ZapLabs LLC
	  	85952784	  	4477516
	 POWERED BY ZIPREALTY TECHNOLOGY
	  	 ZapLabs LLC
	  	85952792	  	4477517
	 REAL-ESTATE.COM & Sign & Post
	  	 ZapLabs LLC
	  	85750793	  	4346609
	 Z (Stylized)
	  	 ZapLabs LLC
	  	85038137	  	4568496
	 Z (stylized)
	  	 ZapLabs LLC
	  	85038140	  	4564392
	 Z (stylized)
	  	 ZapLabs LLC
	  	85500414	  	4168078
	 ZAP
	  	 ZapLabs LLC
	  	86554238	  	4831368
	 ZAP
	  	 ZapLabs LLC
	  	86554241	  	4947680
	 ZAP & Z (Stylized)
	  	 ZapLabs LLC
	  	85952761	  	4466069
	 ZAP & Z (Stylized)
	  	 ZapLabs LLC
	  	85952749	  	4696644
	 ZAP & Z (Stylized)
	  	 ZapLabs LLC
	  	86554237	  	4947679
	 ZAPLABS
	  	 ZapLabs LLC
	  	87073982	  	5287430
	 ZAPLABS
	  	 ZapLabs LLC
	  	87073985	  	5124264
	 ZAPLABS (Stylized in color)
	  	 ZapLabs LLC
	  	87074456	  	5263672
	 ZAPLABS (Stylized in color)
	  	 ZapLabs LLC
	  	87074450	  	5124267
	 ZAPLEADS
	  	 ZapLabs LLC
	  	86855780	  	5492607
	 ZAPSCORE
	  	 ZapLabs LLC
	  	86816569	  	5514155
	 ZAPSTORE
	  	 ZapLabs LLC
	  	86829222	  	5085196
	 ZIPAGENT
	  	 ZapLabs LLC
	  	78319223	  	2893591
	 ZIPNOTIFY
	  	 ZapLabs LLC
	  	78319246	  	2895842
	 ZIPREALTY
	  	 ZapLabs LLC
	  	85500409	  	4168077
	 ZIPREALTY
	  	 ZapLabs LLC
	  	75721275	  	2507682
	 ZIPREALTY & Z (stylized)
	  	 ZapLabs LLC
	  	85038233	  	4568497
	 ZIPREALTY & Z (stylized)
	  	 ZapLabs LLC
	  	85038235	  	4564393
	 ZIPTIPS
	  	 ZapLabs LLC
	  	78319238	  	2893593


  
 20 













 Copyright and Copyright Applications 

US Copyright Registrations 
  

					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 Better Homes and Gardens Real Estate Licensee LLC
	  	 The Entrepreneur Blueprint
	  	TX0008448950
			
	 Burnet Realty LLC
	  	 Real estate times - v. 78, no. 1.
	  	TX0000061249
	 Burnet Realty LLC
	  	 Real estate times - v. 78, no. 2.
	  	TX0000071213
	 Burnet Realty LLC
	  	 Real estate times - v. 79, no.1
	  	TX0000204670
	 Burnet Realty LLC
	  	 Real estate times - v. 79, no. 2.
	  	TX0000276031
	 Burnet Realty LLC
	  	 Real estate times - v. 79, no. 3.
	  	TX0000336681
			
	 Century 21 Real Estate Corporation*
	  	 The Century 21 Complete Home Guide Vol.3, no. 1.
	  	TX0002300039
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003197653
	 Century 21 Real Estate LLC
	  	 Century 21 sales performance system: coaches video ser.
	  	PA0000530364
	 Century 21 Real Estate LLC
	  	 Century 21 sales performance system: sales associate video ser.
	  	PA0000530367
	 Century 21 Real Estate LLC
	  	 2 & 1 Training Program
	  	SR0000132952
	 Century 21 Real Estate LLC
	  	 Century 21 Sales Performance System
	  	SR0000133677
	 Century 21 Real Estate LLC
	  	 Gold market analysis certificate
	  	TX0001570001
	 Century 21 Real Estate LLC
	  	 21 Ways to Purchase Property
	  	TX0001570002
	 Century 21 Real Estate LLC
	  	 Action Warranty
	  	TX0001570003
	 Century 21 Real Estate LLC
	  	 21 Questions that Help Make a House Sell Faster
	  	TX0001570004
	 Century 21 Real Estate LLC
	  	 Success Starts with a Super Image
	  	TX0001570005
	 Century 21 Real Estate LLC
	  	 VIP Buyer Referral
	  	TX0001588502
	 Century 21 Real Estate LLC
	  	 VIP Seller Referral
	  	TX0001664218
	 Century 21 Real Estate Corporation*
	  	 Twenty-One
	  	TX0002229537
	 Century 21 Real Estate LLC
	  	 VIP Training: Broker Overview
	  	TX0002647998
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002300041
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002304240
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002333788
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002337742
	 Century 21 Real Estate LLC
	  	 Getting Ready Pre-Installation Guide
	  	TX0002349485
	 Century 21 Real Estate LLC
	  	 Training Manual for Management.
	  	TX0002349490
	 Century 21 Real Estate LLC
	  	 Training Manual for Administration
	  	TX0002349491
	 Century 21 Real Estate LLC
	  	 CenturyNet Sales & Listing
	  	TX0002379842


  
 21 














					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 Century 21 Real Estate LLC
	  	 CenturyNet Management: Sales & Listing
	  	TX0002379848
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002402614
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002402615
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002481623
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002481624
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002586280
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002586286
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002595091
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002595542
	 Century 21 Real Estate LLC
	  	 Business and Financial Planning
	  	TX0002637007
	 Century 21 Real Estate LLC
	  	 Helping Yourself Through Effective Public Relations: Guidelines for Brokers.
	  	TX0002637008
	 Century 21 Real Estate LLC
	  	 International Management Academy
	  	TX0002637009
	 Century 21 Real Estate LLC
	  	 Century 21 Sales Performance System Coach’s Guide
	  	TX0002637051
	 Century 21 Real Estate LLC
	  	 Century 21 Military Relocation Network Sales Associates Training Program
	  	TX0002647995
	 Century 21 Real Estate LLC
	  	 Century 21 Recruiting Presentation: User’s Guide
	  	TX0002648166
	 Century 21 Real Estate LLC
	  	 Listing Presentation Manual: Instructions
	  	TX0002652844
	 Century 21 Real Estate LLC
	  	 Principles of Sales Management
	  	TX0002652986
	 Century 21 Real Estate LLC
	  	 VIP Sales Associates Training
	  	TX0002652988
	 Century 21 Real Estate LLC
	  	 Property Management Support System
	  	TX0002652992
	 Century 21 Real Estate LLC
	  	 Listing Presentation Manual
	  	TX0002652994
	 Century 21 Real Estate LLC
	  	 Managers as Leaders
	  	TX0002655497
	 Century 21 Real Estate LLC
	  	 Management Development Course
	  	TX0002655498
	 Century 21 Real Estate LLC
	  	 Century 21 Investment Practices Course
	  	TX0002655509
	 Century 21 Real Estate LLC
	  	 Investment Specialist Course
	  	TX0002655724
	 Century 21 Real Estate LLC
	  	 Investment Marketing Course
	  	TX0002655725
	 Century 21 Real Estate LLC
	  	 Investment Qualification Course
	  	TX0002655732
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002657200
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002657251
	 Century 21 Real Estate LLC
	  	 VIP Relocation Director’s Training Course: No. 520
	  	TX0002662352
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002668404
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002668405
	 Century 21 Real Estate LLC
	  	 CenturyWriter
	  	TX0002680420
	 Century 21 Real Estate LLC
	  	 CenturyNet Guide
	  	TX0002684378
	 Century 21 Real Estate LLC
	  	 Administrative Guide
	  	TX0002684379
	 Century 21 Real Estate LLC
	  	 Quick Reference-Closing a Transaction-Management Sales & Listing
	  	TX0002684414
	 Century 21 Real Estate LLC
	  	 Steps to Success: Regional Overview
	  	TX0002701125
	 Century 21 Real Estate LLC
	  	 Steps to Success: Management
	  	TX0002707972


  
 22 














					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 Century 21 Real Estate LLC
	  	 CenturyNet 4.0 Conversion Training Manual
	  	TX0002707973
	 Century 21 Real Estate LLC
	  	 Steps to Success: System Set-up
	  	TX0002707974
	 Century 21 Real Estate LLC
	  	 VIP Referral/Relocation Training: Course 101
	  	TX0002728452
	 Century 21 Real Estate LLC
	  	 Steps to Success: Sales Associate Overview
	  	TX0002729751
	 Century 21 Real Estate LLC
	  	 Steps to Success: Sales Tools
	  	TX0002729752
	 Century 21 Real Estate LLC
	  	 Century 21 Presentation Flipchart Instruction Booklet
	  	TX0002732090
	 Century 21 Real Estate LLC
	  	 Century 21 Investment Training: Investment Practices Course
	  	TX0002732091
	 Century 21 Real Estate LLC
	  	 The Century 21 Complete Home Guide
	  	TX0002747278
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002747279
	 Century 21 Real Estate LLC
	  	 Property Management Support System
	  	TX0002789745
	 Century 21 Real Estate LLC
	  	 Breaking Through: Recruiting Presentation, Flipchart Instructional Guide Booklet
	  	TX0002792651
	 Century 21 Real Estate LLC
	  	 Managers as Leaders
	  	TX0002792652
	 Century 21 Real Estate LLC
	  	 Century 21 Investment Training: Investment Specialist Course
	  	TX0002792653
	 Century 21 Real Estate LLC
	  	 Century 21 Management Development Course
	  	TX0002792668
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002865201
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0002865202
	 Century 21 Real Estate LLC
	  	 Operation orbit chartbook and market share intelligence
	  	TX0002869323
	 Century 21 Real Estate LLC
	  	 Operation orbit notebook of sessions topics
	  	TX0002892959
	 Century 21 Real Estate LLC
	  	 CenturyNet FMP Installation and Utilities Guide
	  	TX0002997372
	 Century 21 Real Estate LLC
	  	 Setup Guide
	  	TX0002997373
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003011037
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003011041
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003025275
	 Century 21 Real Estate LLC
	  	 Century 21 Sellers Service Pledge
	  	TX0003079622
	 Century 21 Real Estate LLC
	  	 CenturyNet Financial Management Package: User’s Guide
	  	TX0003086254
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003088127
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003092347
	 Century 21 Real Estate LLC
	  	 Century 21 Buyer Service Pledge
	  	TX0003104464
	 Century 21 Real Estate LLC
	  	 Century 21 Sales Performance System: Sales Associate Workbook
	  	TX0003110976
	 Century 21 Real Estate LLC
	  	 VIP Referral/Relocation Training: Course 201 Relocation Director Referral Coordinator
	  	TX0003110977
	 Century 21 Real Estate LLC
	  	 Century 21 Sales Performance System: Sales Associate Guide
	  	TX0003110978
	 Century 21 Real Estate LLC
	  	 VIP Referral/Relocation Training: Course 301 Broker/Manager
	  	TX0003110979
	 Century 21 Real Estate LLC
	  	 CenturyNet Financial Management Package, Version 2.2: FMP Installation & Utilities
Guide
	  	TX0003133457


  
 23 














					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 Century 21 Real Estate LLC
	  	 CenturyNet Financial Management Package: Accounting User Guide
	  	TX0003137445
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003197652
	 Century 21 Real Estate LLC
	  	 Twenty-One
	  	TX0003200633
	 Century 21 Real Estate LLC
	  	 VIP Referral/Relocation Training: Course 102
	  	TX0003701774
	 Century 21 Real Estate LLC
	  	 Recruiting Flipchart Coach’s Guide
	  	TX0003788291
	 Century 21 Real Estate LLC
	  	 1982 Centurion Lapel Pin
	  	VA0000339820
	 Century 21 Real Estate LLC
	  	 Centurion Statue
	  	VA0000355168
	 Century 21 Real Estate LLC
	  	 Centurion, 1987
	  	VA0000355169
	 Century 21 Real Estate LLC
	  	 1988 Centurion Lapel Pin
	  	VAu000168301
	 Century 21 Real Estate LLC 

& Meredith Corporation (jointly owned)
	  	 At home with Century 21. (winter 04)
	  	TX0006025339
	 Century 21 Real Estate LLC 

& Meredith Corporation (jointly owned)
	  	 At home with Century 21
	  	TX0006231001
	 Coldwell Banker Real Estate LLC
	  	 Fast start / produced by Multi-Media Presentations, Inc.
	  	PA0000135639
	 Coldwell Banker Real Estate LLC
	  	 Foundation for Success
	  	TX0006196069
	 Coldwell Banker Real Estate LLC
	  	 Coldwell Banker Real Estate Corporation Personal retriever dog sign rider
	  	VA0001134268
	 Coldwell Banker Real Estate Services LLC
	  	 The Action plan
	  	TX0001783795
	 Coldwell Banker Residential Real Estate LLC
	  	 Fast start training manual (instructor’s guide) : pt. II
	  	TX0002079881
	 Coldwell Banker Residential Real Estate LLC
	  	 Masterscourse Farming: MS-501
	  	TX0002081904
	 Coldwell Banker Residential Real Estate LLC
	  	
MS-201-technicalskills
Workshops
	  	TX0002082769
	 Coldwell Banker Residential Real Estate LLC
	  	 Fast Start Sales Associate Workbook
	  	TX0002083845
	 Coldwell Banker Residential Real Estate LLC
	  	 Fast start training manual (instructor’s guide) : pt. I
	  	TX0002083909
	 Coldwell Banker Residential Real Estate LLC
	  	 SuccessTrack
	  	TX0002084735
	 Coldwell Banker Residential Real Estate LLC
	  	 The Home price comparison index : Jan. 1987
	  	TX0002408262
	 Coldwell Banker Residential Real Estate LLC
	  	 First quarter 1988 quotables
	  	TX0002595842
	 Coldwell Banker Residential Real Estate LLC
	  	 Home price comparison index : a guide for comparing home prices across the nation.
	  	TX0002628430
	 Coldwell Banker Residential Real Estate LLC
	  	 Coldwell Banker makes real estate a black tie affair.
	  	TX0002711365
	 Coldwell Banker Residential Real Estate LLC
	  	 Homeowners compu-tax delight / by Jack D. Gravis.
	  	TXu000130810
	 Coldwell Banker Residential Real Estate LLC
	  	 Homebuyers compu-tax delight.
	  	TXu000168442


  
 24 














					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 ERA Franchise Systems LLC
	  	 ERA management manual; 13-week action program
	  	A451958
	 ERA Franchise Systems LLC
	  	 Methods of management
	  	A564564
	 ERA Franchise Systems LLC
	  	 Operations manual
	  	A564991
	 ERA Franchise Systems LLC
	  	 Buyers protection plan maintenance-service agreement
	  	A845644
	 ERA Franchise Systems LLC
	  	 Application buyers protection plan
	  	A852707
	 ERA Franchise Systems LLC
	  	 ERA sales training program; cassette text, filmstrips no.
1-13
	  	A869381
	 ERA Franchise Systems LLC
	  	 Agent training manual
	  	A877902
	 ERA Franchise Systems LLC
	  	 Buyers protection plan agreement
	  	A903945
	 ERA Franchise Systems LLC
	  	 Residential seller’s warranty agreement
	  	A903946
	 ERA Franchise Systems LLC
	  	 Buyers protection plan sellers assignment
	  	A903947
	 ERA Franchise Systems LLC
	  	 Home sellers protection plan application
	  	A906702
	 ERA Franchise Systems LLC
	  	 ERA guaranteed sales plan sales and equity advance program
	  	JP20364
	 ERA Franchise Systems LLC
	  	 Showing the home
	  	JP20365
	 ERA Franchise Systems LLC
	  	 Handling listing objections
	  	JP20366
	 ERA Franchise Systems LLC
	  	 Obtaining buyer prospects
	  	JP20367
	 ERA Franchise Systems LLC
	  	 Listing sources
	  	JP20368
	 ERA Franchise Systems LLC
	  	 Servicing the listing; filmstrip
	  	JP20369
	 ERA Franchise Systems LLC
	  	 Listing appointment techniques
	  	JP20370
	 ERA Franchise Systems LLC
	  	 Overcoming buyer objections
	  	JP20371
	 ERA Franchise Systems LLC
	  	 Presenting the offer
	  	JP20372
	 ERA Franchise Systems LLC
	  	 Counseling the buyer
	  	JP20373
	 ERA Franchise Systems LLC
	  	 Agent listing training
	  	N43818
	 ERA Franchise Systems LLC
	  	 Listing appointment techniques
	  	N43819
	 ERA Franchise Systems LLC
	  	 Listing sources
	  	N43820
	 ERA Franchise Systems LLC
	  	 Showing the home
	  	N43821
	 ERA Franchise Systems LLC
	  	 Career opportunity I
	  	N43822
	 ERA Franchise Systems LLC
	  	 Obtaining buyer prospects
	  	N43823
	 ERA Franchise Systems LLC
	  	 Handling listing objections
	  	N43824
	 ERA Franchise Systems LLC
	  	 Overcoming buyer objections
	  	N43825
	 ERA Franchise Systems LLC
	  	 Servicing the listing
	  	N43826
	 ERA Franchise Systems LLC
	  	 ERA guaranteed sales plan and equity advance program
	  	N43827
	 ERA Franchise Systems LLC
	  	 Counseling the buyer
	  	N43828
	 ERA Franchise Systems LLC
	  	 Career opportunity II
	  	N43829
	 ERA Franchise Systems LLC
	  	 Presenting the offer
	  	N43830
	 ERA Franchise Systems LLC
	  	 [EIS]
	  	TX0003501505
	 ERA Franchise Systems LLC
	  	 The Blueprint-II Program Suite
	  	TX0002000230


  
 25 














					
	 Owner/Claimant

Name
	  	 Title
	  	Registration
No.
	 ERA Franchise Systems LLC
	  	 The Moving Experience: ERA real estate consumer guide to relocation.
	  	TX0000269524
	 ERA Franchise Systems LLC
	  	 ERA sales training program; cassette text, filmstrips no.
1-13
	  	TX0000002949
	 ERA Franchise Systems LLC
	  	 ERA Home Buyer Program: Appraisal Authorization
	  	TX0000352806
	 ERA Franchise Systems LLC
	  	 ERA Home Buyer Program: ERA Broker’s Application for Sellers
	  	TX0000352807
	 ERA Franchise Systems LLC
	  	 Workbook for Certification Training, ERA Certified Real Estate Specialist
	  	TX0000382801
	 ERA Franchise Systems LLC
	  	 Answers: The 91 Most Frequently Asked Questions and Answers about Buying or Selling a
Home
	  	TX0004331188
	 ERA Franchise Systems LLC
	  	 ERA Affiliate Internet Manager: User Manual
	  	TX0004776598
	 ERA Franchise Systems LLC
	  	 ERA Advertiser
	  	TX0000070933
	 ERA Franchise Systems LLC
	  	 The Home Sellers Guide
	  	TX0000744046
	 ERA Franchise Systems LLC
	  	 Blueprint for Success: Basics of Successful Real Estate Business Management
	  	TX0000840298
	 ERA Franchise Systems LLC
	  	 No Down Payment (Louisiana)
	  	TX0000929991
	 ERA Franchise Systems LLC
	  	 Reduced Interest Rate (Louisiana)
	  	TX0000929992
	 ERA Franchise Systems LLC
	  	 Reduce Interest Rate
	  	TX0000929993
	 ERA Franchise Systems LLC
	  	 No Down Payment
	  	TX0000929994
	 ERA Franchise Systems LLC
	  	 No Down Payment (Louisiana)
	  	TX0000929995
	 ERA Franchise Systems LLC
	  	 Reduced Interest Rate (Louisiana)
	  	TX0000929996
	 ERA Franchise Systems LLC
	  	 No Down Payment
	  	TX0000929997
	 ERA Franchise Systems LLC
	  	 Reduced Interest Rate
	  	TX0000929998
	 ERA Franchise Systems LLC
	  	 Co-ownership Agreement (Louisiana)
	  	TX0000929999
	 ERA Franchise Systems LLC
	  	 Co-ownership Agreement
	  	TX0000930000
	 ERA Franchise Systems LLC
	  	 Mortgage Watch
	  	VAu000079570
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 Massachusetts rebate information and disclosure
	  	TX0006087702
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 www.zipagent.com
	  	TXu001215130
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 www.zipagent.com; Version 7.9.1
	  	TXu001215131
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 www.ziprealty.com : version 7.9.1
	  	TXu001210054
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZAP
	  	TXu001185777
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZipRealty affiliated business arrangement disclosure statement
	  	TX0006107979
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZipRealty affiliated business arrangement disclosure statement
	  	TX0006107980
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZipRealty.com terms of us: sellers
	  	TX0006107976
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZipRealty.com terms of use
	  	TX0006107978
	 ZapLabs LLC (f/k/a ZipRealty LLC)**
	  	 ZipRealty.com terms of use: buyers
	  	TX0006107977

  

	*	 Recordal of the change of name from Century 21 Real Estate Corporation to Century 21 Real Estate LLC filed with
the US Copyright Office. 



  
 26 














	**	 Recordal of the change of name from ZipRealty LLC to ZapLabs LLC filed with the US Copyright Office.




  
 27 













 Schedule III to the 

Second Lien Priority 
 Collateral
Agreement 
 COMMERCIAL TORT CLAIMS 

Realogy Holdings Corp., NRT New York LLC (d/b/a The Corcoran Group), Sotheby’s International Realty, Inc., Coldwell Banker Residential Brokerage
Company, Coldwell Banker Residential Real Estate LLC, NRT West, Inc., Martha Turner Properties, L.P. And Better Homes and Gardens Real Estate LLC v. Urban Compass, Inc., and Compass, Inc. (Supreme Court New York, New York County). On
July 10, 2019, the Company and certain of its subsidiaries, filed a complaint against Urban Compass, Inc. and Compass, Inc. (together, “Compass”) alleging misappropriation of trade secrets; tortious interference with contract;
intentional and tortious interference with prospective economic advantage; unfair competition under New York common law; violations of the California Unfair Competition Law, Business and Professional Code Section 17200 et. seq. (unfair
competition); violations of New York General Business Law Section 349 (deceptive acts or practices); violations of New York General Business Law Sections 350 and 350-a (false advertising); conversion; and
aiding and abetting breach of contract. The Company seeks, among other things, actual and compensatory damages, injunctive relief, and attorneys’ fees and costs. The Company subsequently amended its complaint (which, among other things,
withdrew the count for aiding and abetting breach of contract and added a count for defamation). Beginning in September 2019, Compass filed a series of motions, which the Company opposed, including a motion to dismiss and a motion to compel
arbitration. The Court denied the motion to dismiss in February 2020 as to counts 1 (misappropriation of trade secrets), 4 (tortious interference with contract), 7 (violations of the California Unfair Competition Law) and 11 (defamation). On
June 5, 2020, the Court denied the balance of Compass’ Motion to Dismiss, and denied as moot Compass’ Motion to Compel Arbitration, granting the Company leave to amend the allegations that relate to Corcoran’s exclusive listings
to clarify the claims and damages sought in the action. The Second Amended Complaint is due by June 19, 2020. 
 NRT New York LLC d/b/a Corcoran
Sunshine Marketing Group v. 111 West 57th Property Owner LLC and Douglas Elliman LLC d/b/a Douglas Elliman Real Estate. On June 20, 2018, NRT New York LLC d/b/a
Corcoran Sunshine Marketing Group (“CS”) filed a Complaint in the Supreme Court of the State of New York, County of New York seeking liquidated, punitive and compensatory damages in an amount not less than $30 million dollars,
together with attorneys fees, costs and interest resulting from actions on the part of the Defendants in connection with the Exclusive Sales and Marketing Agreement (“ESMA”) between 111 West
57th Property Owner LLC (“Sponsor”) for the sale by CS of 60 ultra-luxury condominium residents located at 111 West 57th Street. The
causes of action in the Complaint against Sponsor include allegations of breach of contract and frustration of purpose and, with respect to Douglas Elliman LLC (“DE”), tortious interference with certain of Sponsor’s obligations under
the ESMA. Sponsor, through express statements to the press regarding its decision to stop the sales of units at project, its cessation of marketing the units for sale, the highly publicized legal disputes with financial partners and lengthy
construction delays effectively frustrated and undermined CS’s ability to conduct sales of the new residential units causing CS to not meet 

  
 1 













 
certain contractual sales thresholds depriving CS of its ability to sell units and earn commissions. Sponsor terminated the ESMA based upon CS’s alleged failure to meet these sales
thresholds. DE, the subsequent exclusive sales and marketing agent hired by Sponsor, solicited and retained on behalf of Defendants the CS sales agent working as its sales agent in violation of Sponsor’s contractual non-solicitation obligation to CS. By decision of the Court in February 2019, Defendants’ motion to dismiss the Complaint was denied in substantial part (Court dismissed cause of action alleging breach of
implied duty of good faith and fair dealing). The parties are currently engaged in the discovery. Depositions were scheduled for late March 2020, but all litigation activity has been paused due to the current COVID-19 pandemic. A trial date will be scheduled sometime in November 2021.     

  
 2 













 Schedule IV to the 

Second Lien Priority 
 Collateral
Agreement 
 FILING OFFICES 
  

			
	 Entity
	  	Location of
filing office
	 Title Resource Group Settlement Services, LLC
	  	Alabama
	 Case Title Company
	  	California
	 Climb Real Estate, Inc.
	  	California
	 Coldwell Banker Real Estate LLC
	  	California
	 Coldwell Banker Residential Brokerage Company
	  	California
	 Coldwell Banker Residential Real Estate LLC
	  	California
	 Coldwell Banker Residential Referral Network
	  	California
	 Cornerstone Title Company
	  	California
	 Equity Title Company
	  	California
	 NRT West, Inc.
	  	California
	 On Collaborative, Inc.
	  	California
	 Realogy Operations LLC
	  	California
	 Referral Network Plus, Inc.
	  	California
	 Sotheby’s International Realty Referral Company Inc.
	  	California
	 Colorado Commercial, LLC
	  	Colorado
	 NRT Colorado LLC
	  	Colorado
	 Referral Network, LLC
	  	Colorado
	 Better Homes and Gardens Real Estate Licensee LLC
	  	Delaware
	 Better Homes and Gardens Real Estate LLC
	  	Delaware
	 Burgdorff LLC
	  	Delaware
	 Career Development Center, LLC
	  	Delaware
	 CB Commercial NRT Pennsylvania LLC
	  	Delaware
	 CDRE TM LLC
	  	Delaware
	 Century 21 Real Estate LLC
	  	Delaware
	 CGRN, Inc.
	  	Delaware
	 Climb Real Estate LLC
	  	Delaware
	 Climb Franchise Systems LLC
	  	Delaware
	 Coldwell Banker LLC
	  	Delaware
	 Coldwell Banker NRT RealVitalize LLC
	  	Delaware
	 Coldwell Banker NRT RealVitalize, Inc.
	  	Delaware
	 Coldwell Banker Real Estate Services LLC
	  	Delaware
	 Coldwell Banker Residential Brokerage LLC
	  	Delaware
	 Corcoran Group LLC
	  	Delaware
	 Equity Title Messenger Service Holding LLC
	  	Delaware
	 ERA Franchise Systems LLC
	  	Delaware
	 Guardian Holding Company
	  	Delaware
	 HFS LLC
	  	Delaware
	 HFS.com Connecticut Real Estate LLC
	  	Delaware
	 HFS.com Real Estate Incorporated
	  	Delaware
	 HFS.com Real Estate LLC
	  	Delaware
	 Jack Gaughen LLC
	  	Delaware
	 NRT Arizona Commercial LLC
	  	Delaware
	 NRT Arizona LLC
	  	Delaware
	 NRT Arizona Referral LLC
	  	Delaware
	 NRT California Incorporated
	  	Delaware
	 NRT Carolinas LLC
	  	Delaware
	 NRT Carolinas Referral Network LLC
	  	Delaware
	 NRT Columbus LLC
	  	Delaware
	 NRT Commercial LLC
	  	Delaware
	 NRT Development Advisors LLC
	  	Delaware
	 NRT Devonshire LLC
	  	Delaware
	 NRT Devonshire West LLC
	  	Delaware


  
 1 














			
	 Entity
	  	Location of
filing office
	 NRT Florida LLC
	  	Delaware
	 NRT Hawaii Referral, LLC
	  	Delaware
	 NRT Mid-Atlantic LLC
	  	Delaware
	 NRT Missouri LLC
	  	Delaware
	 NRT Missouri Referral Network LLC
	  	Delaware
	 NRT New England LLC
	  	Delaware
	 NRT New York LLC
	  	Delaware
	 NRT Northfork LLC
	  	Delaware
	 NRT Philadelphia LLC
	  	Delaware
	 NRT Pittsburgh LLC
	  	Delaware
	 NRT Property Care LLC
	  	Delaware
	 NRT Property Management Arizona LLC
	  	Delaware
	 NRT Property Management California, Inc.
	  	Delaware
	 NRT Property Management Colorado LLC
	  	Delaware
	 NRT Property Management DC LLC
	  	Delaware
	 NRT Property Management Delaware LLC
	  	Delaware
	 NRT Property Management Florida LLC
	  	Delaware
	 NRT Property Management Hawaii LLC
	  	Delaware
	 NRT Property Management Illinois LLC
	  	Delaware
	 NRT Property Management Louisiana LLC
	  	Delaware
	 NRT Property Management Maryland LLC
	  	Delaware
	 NRT Property Management Minnesota LLC
	  	Delaware
	 NRT Property Management Nevada LLC
	  	Delaware
	 NRT Property Management New Jersey LLC
	  	Delaware
	 NRT Property Management North Carolina LLC
	  	Delaware
	 NRT Property Management Ohio LLC
	  	Delaware
	 NRT Property Management Oklahoma LLC
	  	Delaware
	 NRT Property Management Pennsylvania LLC
	  	Delaware
	 NRT Property Management South Carolina LLC
	  	Delaware
	 NRT Property Management Tennessee LLC
	  	Delaware
	 NRT Property Management Texas LLC
	  	Delaware
	 NRT Property Management Utah LLC
	  	Delaware
	 NRT Property Management Virginia LLC
	  	Delaware
	 NRT Queens LLC
	  	Delaware
	 NRT Referral Network LLC
	  	Delaware
	 NRT Relocation LLC
	  	Delaware
	 NRT Rental Management Solutions LLC
	  	Delaware
	 NRT REOExperts LLC
	  	Delaware
	 NRT Sunshine Inc.
	  	Delaware
	 NRT Utah LLC
	  	Delaware
	 NRT Vacation Rentals Arizona LLC
	  	Delaware
	 NRT Vacation Rentals California, Inc.
	  	Delaware
	 NRT Vacation Rentals Delaware LLC
	  	Delaware
	 NRT Vacation Rentals Florida LLC
	  	Delaware
	 NRT Vacation Rentals Maryland LLC
	  	Delaware
	 NRT ZipRealty LLC
	  	Delaware
	 On Collaborative LLC
	  	Delaware
	 ONCOR International LLC
	  	Delaware
	 Real Estate Referral LLC
	  	Delaware
	 Real Estate Referrals LLC
	  	Delaware
	 Real Estate Services LLC
	  	Delaware
	 Realogy Brokerage Group LLC
	  	Delaware
	 Realogy Franchise Group LLC
	  	Delaware
	 Realogy Global Services LLC
	  	Delaware


  
 2 














			
	 Entity
	  	Location of
filing office
	 Realogy Group LLC
	  	Delaware
	 Realogy Intermediate Holdings LLC
	  	Delaware
	 Realogy Licensing LLC
	  	Delaware
	 Realogy Services Group LLC
	  	Delaware
	 Realogy Services Venture Partner LLC
	  	Delaware
	 Realogy Title Group LLC
	  	Delaware
	 Secured Land Transfers LLC
	  	Delaware
	 Sotheby’s International Realty Affiliates LLC
	  	Delaware
	 Sotheby’s International Realty Global Development Advisors LLC
	  	Delaware
	 Sotheby’s International Realty Licensee LLC
	  	Delaware
	 Sotheby’s International Realty Referral Company, LLC
	  	Delaware
	 Title Resource Group Affiliates Holdings LLC
	  	Delaware
	 Title Resource Group Holdings LLC
	  	Delaware
	 TRG Venture Partner LLC
	  	Delaware
	 ZapLabs LLC
	  	Delaware
	 NRT Property Management Atlanta LLC
	  	Georgia
	 Referral Network LLC
	  	Florida
	 Coldwell Banker Commercial Pacific Properties LLC
	  	Hawaii
	 Coldwell Banker Pacific Properties LLC
	  	Hawaii
	 Land Title and Escrow, Inc.
	  	Idaho
	 TRG Maryland Holdings LLC
	  	Maryland
	 Castle Edge Insurance Agency, Inc.
	  	Massachusetts
	 Referral Associates of New England LLC
	  	Massachusetts
	 Sotheby’s International Realty, Inc.
	  	Michigan
	 Burnet Realty LLC
	  	Minnesota
	 Home Referral Network LLC
	  	Minnesota
	 The Sunshine Group, Ltd.
	  	New York
	 Coldwell Banker Residential Referral Network, Inc.
	  	Pennsylvania
	 TRG Settlement Services, LLP
	  	Pennsylvania
	 Lakecrest Title, LLC
	  	Tennessee
	 Alpha Referral Network LLC
	  	Texas
	 Martha Turner Properties, L.P.
	  	Texas
	 Martha Turner Sotheby’s International Realty Referral Company LLC
	  	Texas
	 MTPGP, LLC
	  	Texas
	 NRT Texas LLC
	  	Texas
	 Estately, Inc.
	  	Washington


  
 3 













 Schedule V to the 

Second Lien Priority 
 Collateral
Agreement 
 Excluded Pledges 
 Equity
interests in the majority-owned joint ventures (as listed below): 
  

					
	 Name of Entity
	  	 Jurisdiction of Organization
	  	 Ownership

	 Bromac Title Services LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 51%

	 Burnet Title of Indiana, LLC
	  	 Indiana
	  	 Secured Land Transfers LLC – 75%

	 First Advantage Title, LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 51%

	 Guardian Title Company
	  	 California
	  	 Realogy Title Group LLC – 67.55%

	 Mercury Title LLC
	  	 Arkansas
	  	 Title Resource Group Affiliates Holdings LLC – 51%

	 Metro Title, LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 55%

	 Quality Choice Title LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 81%

	 Riverbend Title, LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 51%

	 REALtech Title LLC
	  	 Delaware
	  	 TRG Maryland Holdings LLC – 51%

	 RT Title Agency, LLC
	  	 Delaware
	  	 Title Resource Group Affiliates Holdings LLC – 51%

	 St. Mary’s Title Services, LLC
	  	 New Hampshire
	  	 Title Resource Group Affiliates Holdings LLC – 55%

	 True Line Technologies LLC
	  	 Ohio
	  	 Title Resource Group Affiliates Holdings LLC – 51%



  
 1 













 ACKNOWLEDGMENT AND CONSENT 

The undersigned hereby acknowledges receipt of a copy of the Second Lien Priority Collateral Agreement, dated as of June 16, 2020 (the
“Agreement”), made by the Grantors parties thereto for the benefit of THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (the “Collateral Agent”). The undersigned agrees for the benefit of the
Collateral Agent and the Secured Parties as follows: 
 1. The undersigned will be bound by the terms of the Agreement and will comply with
such terms insofar as such terms are applicable to the undersigned. 
 2. The undersigned will notify the Collateral Agent promptly in
writing of the occurrence of any of the events described in the second sentence of Section 3.02(a) of the Agreement. 
  

			
	[NAME OF ISSUER]
		
	By:	 	 
	Name:	 	
	Title:	 	
	
	Address for Notices:
	
	Fax:



  
 1 













 Exhibit I to the 

Collateral Agreement 
 SUPPLEMENT
NO. [•] (this “Supplement”) dated as of [•], 20[•] to the Second Lien Priority Collateral Agreement dated as of June 16, 2020 (the “Collateral Agreement”), among REALOGY GROUP LLC
(the “Company”), REALOGY INTERMEDIATE HOLDINGS LLC (“Intermediate Holdings”), each Subsidiary Grantor identified therein and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in
such capacity, the “Collateral Agent”) for the Secured Parties (as defined therein). 
 A. Reference is made to the
Indenture dated as of June 16, 2020 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), among the Company, Realogy Co-Issuer
Corp., a Florida corporation, Holdings, Intermediate Holdings, the Subsidiaries of the Company party thereto as guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”),
pursuant to which the Company has duly authorized the issue of the Notes. 
 B. Capitalized terms used herein and not otherwise defined
herein shall have the meanings assigned to such terms in the Indenture or the Collateral Agreement, as applicable. 
 C. The Company,
Intermediate Holdings and each of the Subsidiary Grantors have entered into the Collateral Agreement in order to induce the Holders to purchase and otherwise acquire the Notes. Section 7.16 of the Collateral Agreement provides that additional
Subsidiaries of the Company may become Grantors under the Collateral Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is executing this
Supplement in accordance with the requirements of the Indenture to become a Grantor under the Collateral Agreement. 
 Accordingly, the
Collateral Agent and the New Grantor agree as follows: 
 SECTION 1. In accordance with Section 7.16 of the Collateral Agreement, the
New Grantor by its signature below becomes a Grantor under the Collateral Agreement with the same force and effect as if originally named therein as a Grantor and the New Grantor hereby (a) agrees to all the terms and provisions of the
Collateral Agreement applicable to it as a Grantor thereunder and (b) represents and warrants that the representations and warranties made by it as a Grantor thereunder are true and correct on and as of the date hereof. In furtherance of the
foregoing, the New Grantor, as security for the payment and performance in full of Secured Obligations, does hereby create and grant to the Collateral Agent, its successors and assigns, for the benefit of the Secured Parties, their successors and
assigns, a security interest in and lien on all of the New Grantor’s right, title and interest in and to the Article 9 Collateral and the Pledged Collateral (as each term is defined in the Collateral Agreement) of the New Grantor. Each
reference to a “Grantor” and “Guarantor” in the Collateral Agreement shall be deemed to include the New Grantor. The Collateral Agreement is hereby incorporated herein by reference. 












 SECTION 2. The New Grantor represents and warrants to the Collateral Agent and the other
Secured Parties that this Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to (i) the effects of bankruptcy,
insolvency, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and
(iii) implied covenants of good faith and fair dealing. 
 SECTION 3. The New Grantor is a [company] duly [incorporated] under the law
of [name of relevant jurisdiction]. 
 SECTION 4. The New Grantor confirms that no Default has occurred or would occur as a result of
the New Grantor becoming a Guarantor or a Grantor under the Collateral Agreement. 
 SECTION 5. This Supplement 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. This Supplement shall become effective when the Collateral
Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Collateral Agent. Delivery of an executed signature page to this Supplement by facsimile transmission shall be as
effective as delivery of a manually or electronically signed counterpart of this Supplement. The words “execution,” “signed,” “signature,” and words of like import in this Joinder shall be deemed to include electronic
signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent
and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic
Transactions Act. 
 SECTION 6. The New Grantor hereby represents and warrants that (a) set forth on Schedule I attached hereto is a
true and correct schedule of (i) any and all Pledged Stock and Pledged Debt Securities now owned by the New Grantor and (ii) any and all Intellectual Property now owned by the New Grantor and (b) set forth under its signature hereto,
is the true and correct legal name of the New Grantor and its jurisdiction of organization. 
 SECTION 7. Except as expressly supplemented
hereby, the Collateral Agreement shall remain in full force and effect. 
 SECTION 8. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 
 SECTION 9. In case any one or more of the provisions contained in this Supplement
should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and in the Collateral Agreement shall not in any way be affected or impaired thereby (it being
understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such 

  
 2 













 
provision in any other jurisdiction). The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 10. All communications
and notices hereunder shall (except as otherwise expressly permitted by the Collateral Agreement) be in writing and given as provided in Section 15.01 of the Indenture. All communications and notices hereunder to the New Grantor shall be given
to it in care of the Company as provided in Section 15.01 of the Indenture. 
 SECTION 11. The New Grantor agrees to reimburse the
Collateral Agent for its reasonable out-of-pocket expenses in connection with this Supplement, including the reasonable fees, other charges and disbursements of counsel
for the Collateral Agent. 

  
 3 













 IN WITNESS WHEREOF, the New Grantor and the Collateral Agent have duly executed this
Supplement to the Collateral Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR],
		
	by	 	 
		 	Name:
		 	Title:
		 	Address:
		 	Legal Name:
		 	Jurisdiction of Formation:














 
			
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral Agent
		
	    by	 	 
		 	Name:
		 	Title:



  
 2 













 Schedule I to 

Supplement No. [•] to the 

Collateral Agreement 
 Collateral
of the New Grantor 
 EQUITY INTERESTS 
  

									
	 Issuer
	  	Number of
Certificate	  	Registered
Owner	  	Number and
Class of
Equity Interest	  	Percentage
of Equity
Interests

 PLEDGED
DEBT SECURITIES 
  

							
	 Issuer
	  	Principal Amount	  	Date of Note	  	Maturity Date

 INTELLECTUAL PROPERTY 

[Follow format of Schedule II to the 

Collateral Agreement.] 












 Exhibit II to the 

Collateral Agreement 
 APPLE
RIDGE SECURITIZATION DOCUMENTS