Guarantee and Collateral Agreement dated as of April 10, 2007



 Exhibit 10.3 
 EXECUTION COPY 
  
  
 GUARANTEE AND COLLATERAL AGREEMENT 
 dated and
effective as of 
 April 10, 2007 
 among 
 DOMUS INTERMEDIATE HOLDINGS CORP., 
 as Guarantor 
 REALOGY CORPORATION, 
 as Borrower 
 each Grantor 
 party hereto 
 and 
 JPMORGAN CHASE BANK, N.A., 
 as Administrative Agent 
  
  








					
	 	 	Table of Contents	 	 
	 	 	 	 	Page
			
		 	 ARTICLE I
 Definitions

  
	 	
	SECTION 1.01.	 	Credit Agreement	 	1
	SECTION 1.02.	 	Other Defined Terms	 	1
			
		 	 ARTICLE II
 Guarantee
  
	 	
	SECTION 2.01.	 	Guarantee	 	8
	SECTION 2.02.	 	Guarantee of Payment	 	8
	SECTION 2.03.	 	Reinstatement	 	9
	SECTION 2.04.	 	Agreement To Pay; Contribution; Subrogation	 	9
	SECTION 2.05.	 	Information	 	9
	SECTION 2.06.	 	Maximum Liability	 	9
	SECTION 2.07.	 	Payment Free and Clear of Taxes	 	10
	SECTION 2.08.	 	Additional Borrowers or Subsidiary Parties	 	10
			
		 	 ARTICLE III
 Pledge of
Securities
  
	 	
	SECTION 3.01.	 	Pledge	 	10
	SECTION 3.02.	 	Delivery of the Pledged Collateral	 	12
	SECTION 3.03.	 	Representations, Warranties and Covenants	 	13
	SECTION 3.04.	 	Registration in Nominee Name; Denominations	 	14
	SECTION 3.05.	 	Voting Rights; Dividends and Interest, Etc	 	14
			
		 	 ARTICLE IV
 Security
Interests in Other Personal Property
  
	 	
	SECTION 4.01.	 	Security Interest	 	17
	SECTION 4.02.	 	Representations and Warranties	 	20
	SECTION 4.03.	 	Covenants	 	23
	SECTION 4.04.	 	Other Actions	 	26
	SECTION 4.05.	 	Covenants Regarding Patent, Trademark and Copyright Collateral	 	26
			
		 	 ARTICLE V
 Remedies
  
	 	
	SECTION 5.01.	 	Remedies Upon Default	 	28

  

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	SECTION 5.02.	 	Application of Proceeds	 	30
	SECTION 5.03.	 	Securities Act, Etc	 	32
			
		 	 ARTICLE VI
 Indemnity, Subrogation and Subordination
	 	
	SECTION 6.01.	 	Indemnity	 	33
	SECTION 6.02.	 	Contribution and Subrogation	 	33
	SECTION 6.03.	 	Subordination; Subrogation	 	33
			
		 	 ARTICLE VII
 Miscellaneous
	 	
	SECTION 7.01.	 	Notices	 	35
	SECTION 7.02.	 	[RESERVED]	 	35
	SECTION 7.03.	 	Limitation By Law	 	35
	SECTION 7.04.	 	Binding Effect; Several Agreement	 	36
	SECTION 7.05.	 	Successors and Assigns	 	36
	SECTION 7.06.	 	Administrative Agent’s Fees and Expenses; Indemnification	 	36
	SECTION 7.07.	 	Administrative Agent Appointed Attorney-in-Fact	 	37
	SECTION 7.08.	 	Governing Law	 	37
	SECTION 7.09.	 	Waivers; Amendment	 	38
	SECTION 7.10.	 	WAIVER OF JURY TRIAL	 	38
	SECTION 7.11.	 	Severability	 	38
	SECTION 7.12.	 	Counterparts	 	39
	SECTION 7.13.	 	Headings	 	39
	SECTION 7.14.	 	Jurisdiction; Consent to Service of Process	 	39
	SECTION 7.15.	 	Termination or Release	 	39
	SECTION 7.16.	 	Additional Subsidiaries	 	40
	SECTION 7.17.	 	No Limitations, Etc.	 	40
	SECTION 7.18.	 	Secured Party Authorizations and Indemnifications	 	42
	SECTION 7.19.	 	Limitation on Administrative Agent’s Responsibilities with Respect to Existing Notes Holders	 	43
	SECTION 7.20.	 	Securitization Acknowledgements	 	44
	SECTION 7.21.	 	Relative Rights	 	48
	SECTION 7.22.	 	Successor Collateral Agent	 	49

  

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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
	Schedule VI	 	Significant Subsidiaries
		
	 Exhibits
  
	 	
	Exhibit I	 	Form of Supplement to the Guarantee and Collateral Agreement
	Exhibit II	 	Apple Ridge Securitization Documents
	Exhibit III	 	Kenosia Securitization Documents

  

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 GUARANTEE AND COLLATERAL AGREEMENT, dated and effective as of April 10, 2007 (this
“Agreement”), among DOMUS INTERMEDIATE HOLDINGS CORP. (“Holdings”), REALOGY CORPORATION, (the “Borrower”), each Subsidiary Loan Party identified herein and party hereto
(together with Holdings, the Borrower and any other entity that may become a party hereto as provided herein, the “Grantors”) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities,
the “Administrative Agent”) for the Secured Parties (as defined below). 
 PRELIMINARY STATEMENT 
 Reference is made to the Credit Agreement dated as of April 10, 2007 (as amended, restated, supplemented, waived or otherwise modified from time to
time, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto from time to time, the Administrative Agent, and the other parties thereto. 
 The Lenders and the Issuing Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The
obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the other Guarantors are affiliates of the Borrower, will derive substantial
benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. In connection with the granting
of a security interest in the Shared Collateral to secure the Loan Obligations, the Note Grantors are required by Section 4.07 of the Existing Senior Notes Indenture to grant an equal and ratable security interest in the Shared Collateral to
secure the Note Obligations. 
 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 1.0 1. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings
assigned thereto in the Credit Agreement. 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 1.02 of the Credit Agreement 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 Loan 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. 
 “Additional Secured Loan Party” means (a) with respect to any obligation referred to in clause (c) of the definition of the term “Borrower Obligations”, any Affiliate of a
Lender or any Affiliate of the Administrative Agent, in each case that is a party to a Swap Agreement with a Loan Party or a Subsidiary and to which any such obligation is owed, (b) with respect to any obligation referred to in clause
(d) of the definition of the term “Borrower Obligations”, any person to which any such obligation (to the extent that such obligation may be guaranteed and/or secured hereunder) is owed, or (c) with respect to any obligation
referred to in clause (e) of the definition of the term “Borrower Obligations”, any person to which such obligation (to the extent such obligation may be guaranteed and/or secured hereunder) is owed. 
 “Administrative Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement.

 “Article 9 Collateral” means the Loan Party Article 9 Collateral and the Shared Article 9
Collateral. 
 “Borrower” has the meaning assigned to such term in the introductory paragraph of this
Agreement. 
 “Borrower Obligations” means (a) the due and punctual payment by the Borrower of
(i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made
to the Borrower, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrower under the Credit Agreement in respect of any Letter of Credit,
when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether
allowed or allowable in such proceeding) and obligations to provide cash collateral and (iii) all other monetary obligations of the Borrower to any of the Secured Parties under the Credit Agreement and each of the other Loan Documents,
including obligations to pay fees, expenses and reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual payment of all the obligations of each other Loan Party under or pursuant to this
Agreement and each of the other Loan Documents, (c) the due and punctual payment of all obligations of each Loan Party and each other Subsidiary under each Swap Agreement owed to a person that is an Agent, a Lender, an Affiliate of the
Administrative Agent or an Affiliate of a Lender on the Closing Date (for Swap Agreements in existence on the Closing Date) or at the time of entry into such Swap Agreement, (d) the due and punctual 

  

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payment of all obligations of each Loan Party and each other Subsidiary under the Cash Management Line (provided that in no event shall the holders of any
obligations under the Cash Management Line in the aggregate (other than any Agent, Lender, an Affiliate of the Administrative Agent or an Affiliate of a Lender) have the right to receive proceeds from any realization upon the Collateral or payments
from the Guarantors in respect of claims in excess of $25.0 million in the aggregate (plus (A) any accrued and unpaid interest in respect of Indebtedness incurred by the Borrower or any Subsidiary under the Cash Management Line and (B) any
accrued and unpaid fees and expenses owing by the Borrower or any Subsidiary under the Cash Management Line) from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents), and (e) the due and punctual
payment of all obligations of each Loan Party and each other Subsidiary under other Indebtedness incurred in the ordinary course of business of the Borrower or any Subsidiary and permitted under Section 6.01 of the Credit Agreement (provided
that in no event shall the holders of such other Indebtedness in the aggregate have the right to receive proceeds from any realization upon the Collateral or payments from the Guarantors in respect of claims in excess of $25.0 million in the
aggregate from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents except with respect to any such holder that has executed an intercreditor agreement with the Administrative Agent in form and substance
satisfactory to the Administrative Agent). 
 “Collateral” means the Article 9 Collateral and the
Pledged Collateral. 
 “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 such
Copyright 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. 
 “Credit
Agreement” has the meaning assigned to such term in the preliminary statement of this Agreement. 
 “Existing Notes Holder” means each “Holder” (as defined in the Existing Senior Notes Indenture). 
  

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 “Existing Notes Trustee” means Wells Fargo Bank, National
Association, in its capacity as trustee under the Existing Senior Notes Indenture, and its successors and assigns. 
 “Federal Securities Laws” has the meaning assigned to such term in Section 4.03. 
 “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. 
 “Guarantor Obligations” means (a) with respect to
any Guarantor other than the Borrower, all obligations and liabilities of such Guarantor which may arise under or in connection with this Agreement (including, without limitation, Article II), any other Loan Document, and any Swap Agreement entered
into by such Guarantor with any person that is a Lender or an Affiliate of a Lender on the Closing Date (for Swap Agreements in existence on the Closing Date) or at the time of entry into such Swap Agreement, in each case whether on account of
guarantee obligations, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by
such Guarantor pursuant to the terms of this Agreement or any other Loan Document), and (b) with respect to the Borrower, (i) the due and punctual payment of all obligations of each other Loan Party and each other Subsidiary under each
Swap Agreement owed to a person that is an Agent, a Lender, an Affiliate of the Administrative Agent or an Affiliate of a Lender on the Closing Date (for Swap Agreements in existence on the Closing Date) or at the time of entry into such Swap
Agreement, (ii) the due and punctual payment of all obligations of each other Loan Party and each other Subsidiary under the Cash Management Line (provided that in no event shall the holders of any obligations under the Cash Management Line in
the aggregate (other than any Agent, Lender, an Affiliate of the Administrative Agent or an Affiliate of a Lender) have the right to receive proceeds from any realization upon the Collateral or payments from the Guarantors in respect of claims in
excess of $25.0 million in the aggregate (plus (A) any accrued and unpaid interest in respect of Indebtedness incurred by the Borrower or any Subsidiary under the Cash Management Line and (B) any accrued and unpaid fees and expenses owing
by the Borrower or any Subsidiary under the Cash Management Line) from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents), and (iii) the due and punctual payment of all obligations of each other
Loan Party and each other Subsidiary under other Indebtedness incurred in the ordinary course of business of such Loan Party or Subsidiary and permitted under Section 6.01 of 

  

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the Credit Agreement (provided that in no event shall the holders of such other Indebtedness in the aggregate have the right to receive proceeds from any
realization upon the Collateral or payments from the Guarantors in respect of claims in excess of $25.0 million in the aggregate from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents except with
respect to any such holder that has executed an intercreditor agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent). 
 “Guarantors” means the collective reference to each Grantor other than the Borrower; provided that the term
“Guarantors” shall include the Borrower in the case of the obligations of the other Loan Parties and the other Subsidiaries described in clause (b) of the definition of the term “Guarantor Obligations”. 
 “Holdings” has the meaning assigned to such term in the introductory paragraph of this Agreement. 
 “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. 
 “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 Administrative Agent. 
 “IP Agreements” means all Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements,
permits, consents, orders and franchises 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. 
 “Loan Obligations” means (a) in the case of the Borrower, the
Borrower Obligations, and (b) in the case of each Guarantor, its Guarantor Obligations. 
 “Loan Party Article
9 Collateral” has the meaning assigned to such term in Section 4.01(a). 
 “Loan Party
Collateral” means the Loan Party Article 9 Collateral and the Loan Party Pledged Collateral. 
 “Loan
Party Pledged Collateral” has the meaning assigned to such term in Section 3.01(a). 
 “Loan
Party Pledged Debt” has the meaning assigned to such term in Section 3.01(a). 
  

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 “Loan Party Pledged Debt Securities” has the meaning assigned to
such term in Section 3.01(a). 
 “Loan Party Pledged Stock” has the meaning assigned to such term
in Section 3.01(a). 
 “Loan Party Security Interest” has the meaning assigned to such term in
Section 4.01(a). 
 “New York UCC” means the Uniform Commercial Code as from time to time in
effect in the State of New York. 
 “Note Grantors” means the Borrower and the Significant
Subsidiaries. In accordance with Sections 4.02(g) and 4.03(i), the Borrower lists on Schedule VI, to its knowledge, the Significant Subsidiaries as of the Closing Date and from time to time thereafter; provided that neither the
inaccuracy of the representation in Section 4.02(g) nor the Borrower’s failure to comply with Section 4.03(i) shall impair the validity of the security interest granted hereby. 
 “Note Obligations” means, in the case of each Note Grantor, the due and punctual payment by the Borrower of the
principal of, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on and other amounts owing from time to
time under or on the Existing Senior Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise. 
 “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, divisions, 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. 
 “Permitted Liens” means any Lien permitted by Section 6.02 of the Credit Agreement. 
  

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 “Pledged Collateral” means the Loan Party Pledged Collateral and
the Shared Pledged Collateral. 
 “Pledged Debt Securities” means the Loan Party Pledged Debt
Securities and the Shared Pledged Debt Securities. 
 “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” means the Loan Party Pledged Stock and the Shared Pledged Stock. 
 “Secured Loan Parties” means (a) the Lenders, the Agents and the Additional Secured Loan Parties,
(b) each Issuing Bank, (c) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (d) the successors and permitted assigns of each of the foregoing. 
 “Secured Note Parties” means the Existing Notes Holders and the Existing Notes Trustee. 
 “Secured Obligations” means the Loan Obligations and the Note Obligations. 
 “Secured Parties” means the Secured Loan Parties and the Secured Note Parties. 
 “Security Interest” means the Loan Party Security Interest and the Shared Security Interest. 
 “Shared Article 9 Collateral” has the meaning assigned to such term in Section 4.01(b). 
 “Shared Collateral” means the Shared Article 9 Collateral and the Shared Pledged Collateral. 
 “Shared Pledged Collateral” has the meaning assigned to such term in Section 3.01(b). 
 “Shared Pledged Debt” has the meaning assigned to such term in Section 3.01(b). 
 “Shared Pledged Debt Securities” has the meaning assigned to such term in Section 3.01(b). 
 “Shared Pledged Stock” has the meaning assigned to such term in Section 3.01(b). 
 “Shared Security Interest” has the meaning assigned to such term in Section 4.01(b). 
  

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 “Significant Subsidiary” means any Grantor that is a
“Significant Subsidiary” under the Existing Senior Notes 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 (except for “intent-to-use” applications for trademark or service mark
registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. § 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of Lanham Act has been filed, such exception to exist solely
to the extent and for the duration, if any, that the pledge under Section 3.01 of an “intent-to-use” application prior to such filing would violate the Lanham Act), 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. 
 ARTICLE II

 Guarantee 
 SECTION 2.01. Guarantee. Each Guarantor unconditionally and irrevocably guarantees, jointly with the other Guarantors and severally, to the Administrative Agent, for the ratable benefit of the Secured Loan Parties, as a
primary obligor and not merely as a surety, the due and punctual payment of the Borrower Obligations. Each Guarantor further agrees that the Borrower Obligations may be extended or renewed, in whole or in part, without notice to or further assent
from it, and that it will remain bound upon its guarantee notwithstanding any extension or renewal of any Borrower Obligations. Each Guarantor waives presentment to, demand of payment from and protest to the Borrower or any other Loan Party of any
of the Borrower Obligations, and also waives notice of acceptance of its guarantee and notice of protest for nonpayment. 
 SECTION
2.02. Guarantee of Payment. Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether at the stated 

  

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maturity, by acceleration or otherwise) and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any
other Secured Loan Party to any security held for the payment of the Borrower Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Loan Party in favor of the Borrower or any
other person. 
 SECTION 2.03. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be
effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Borrower Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Loan Party upon the bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise. 
 SECTION 2.04. Agreement To Pay; Contribution;
Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Loan Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the
Borrower or any other Loan Party to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause
to be paid, to the Administrative Agent for distribution to the applicable Secured Loan Parties in cash the amount of such unpaid Guarantor Obligation. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall
be required to be made to any Secured Loan Party under this guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Loan
Parties under or in respect of the Loan Documents. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way
of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI. 
 SECTION
2.05. Information. Each Guarantor assumes all responsibility for being and keeping itself informed of the financial condition and assets of the Borrower and each other Loan Party, and of all other circumstances bearing upon the
risk of nonpayment of the Borrower Obligations and the nature, scope and extent of the risks that such Guarantor assumes and incurs hereunder, and agrees that none of the Administrative Agent or the other Secured Loan Parties will have any duty to
advise such Guarantor of information known to it or any of them regarding such circumstances or risks. 
 SECTION 2.06. Maximum
Liability. Each Guarantor, and by its acceptance of this guarantee, the Administrative Agent and each Lender hereby confirms that it is the intention of all such Persons that this guarantee and the Guarantor Obligations of each Guarantor
hereunder not constitute a fraudulent transfer or conveyance for purposes of the U.S. Bankruptcy Code or any other federal, state bankruptcy, insolvency, receivership or similar law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal, state law to the extent applicable to this guarantee and the Guarantor Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Administrative Agent, the Lenders and the Guarantors
hereby irrevocably agree that the Guarantor Obligations of each Guarantor under this guarantee at any time shall be limited to the maximum amount as will result in the Guarantor Obligations of such Guarantor under this guarantee not constituting a
fraudulent transfer or conveyance. 
  

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 SECTION 2.07. Payment Free and Clear of Taxes. Any and all payments by or on account of any
obligation of any Guarantor hereunder or under any other Loan Document shall be made free and clear of, and without deduction for, any Indemnified Taxes or Other Taxes on the same terms and to the same extent that payments by the Borrower is
required to be made pursuant to the terms of Section 2.17 of the Credit Agreement. The provisions of Section 2.17 of the Credit Agreement shall apply to each Guarantor mutatis mutandis. 
 SECTION 2.08. Additional Borrowers or Subsidiary Parties. The guarantee of any Guarantor that becomes a party hereto pursuant to
Section 7.16 shall be subject to the limitations (if any) set forth in the applicable Supplement relating to such guarantee. 
 ARTICLE III 
 Pledge of Securities 
 SECTION 3.01. Pledge. (a) 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 Loan Obligations, each Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Loan Parties, and hereby grants to the Administrative
Agent, its successors and permitted assigns, for the ratable benefit of the Secured Loan 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 “Loan Party Pledged Stock”); provided
that the Loan Party Pledged Stock shall not include (A) (I) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Wholly-Owned Foreign Subsidiary directly owned by such Grantor, (II) more than
65% of the issued and outstanding voting Equity Interests in any “first tier” Qualified CFC Holding Company directly owned by such Grantor, (III) any issued and outstanding Equity Interest in any Foreign Subsidiary that is not a
“first tier” Foreign Subsidiary, or (IV) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first tier” Qualified CFC Holding Company, (B) to the extent applicable law requires
that a subsidiary of such Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares, (C) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of
Section 5.09 of the Credit Agreement need not be satisfied by reason of Section 5.09(g) of the Credit Agreement, (D) any Equity Interests in a person that is not directly or indirectly a Subsidiary or is listed on Schedule V
hereto or (E) any Equity Interests in any Insurance Subsidiary or any entity listed on Schedule 1.01A to the Credit Agreement; (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 “Loan Party Pledged Debt Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Loan Party 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 

  

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or otherwise distributed in respect of, in exchange for or upon the conversion of, and all other proceeds received in respect of the Loan Party Pledged Stock
and the Loan Party Pledged Debt; (iv) subject to Section 3.05 hereof, all rights and privileges of such Grantor with respect to the Loan Party Pledged Stock, Loan Party Pledged Debt and other property referred to in clause
(iii) above; and (v) all proceeds of any of the foregoing (the Loan Party Pledged Stock, Loan Party Pledged Debt and other property referred to in clauses (iii) through (v) above being collectively referred to as the
“Loan Party Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01(a) (if necessary) to exclude from the Loan Party Pledged Stock any Equity Interest which would be so excluded
by the operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. 
 (b) Subject to the last paragraph of
Section 4.01(b), as security for the payment or performance, as the case may be, in full of its Secured Obligations, each Note Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted assigns, for the ratable
benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the ratable benefit of the Secured Parties, a security interest in all of such Note 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 Note Grantor and any certificates representing all such Equity Interests (the
“Shared Pledged Stock”); provided that the Shared Pledged Stock shall not include (A) (I) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Wholly-Owned Foreign
Subsidiary directly owned by such Note Grantor, (II) more than 65% of the issued and outstanding voting Equity Interests in any “first tier” Qualified CFC Holding Company directly owned by such Note Grantor, (III) any issued and
outstanding Equity Interest in any Foreign Subsidiary that is not a “first tier” Foreign Subsidiary of such Note Grantor, or (IV) any issued and outstanding Equity Interests in any Qualified CFC Holding Company that is not a “first
tier” Qualified CFC Holding Company of such Note Grantor, (B) to the extent applicable law requires that a subsidiary of such Note Grantor issue directors’ qualifying shares, such shares or nominee or other similar shares,
(C) any Equity Interests with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement need not be satisfied by reason of Section 5.09(g) of the Credit Agreement,
(D) any Equity Interests in a person that is not directly or indirectly a Subsidiary of such Note Grantor or is listed on Schedule V hereto or (E) any Equity Interests in any Insurance Subsidiary or any entity listed on Schedule
1.01A to the Credit Agreement; (ii) (A) the debt obligations listed opposite the name of such Note Grantor on Schedule I, (B) any debt obligations in the future issued to such Note 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 “Shared Pledged Debt
Securities” and, together with the property described in clauses (ii)(A) and (B) above, the “Shared 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 Shared Pledged Stock and the
Shared Pledged Debt; (iv) subject to Section 3.05 hereof, all rights and privileges of such Note Grantor with respect to the Shared Pledged Stock, Shared Pledged Debt and other property referred to in clause (iii) above; and
(v) all proceeds of any of the foregoing (the Shared Pledged Stock, Shared Pledged Debt and other property referred to in clauses (iii) through (v) above being collectively referred to as the 

  

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“Shared Pledged Collateral”). The Administrative Agent agrees to execute an amendment to this Section 3.01(b) (if necessary) to
exclude from the Shared Pledged Stock any Equity Interest which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. 
 TO HAVE AND TO HOLD the Pledged Collateral, together with all right, title, interest, powers, privileges and preferences pertaining or incidental
thereto, unto the Administrative Agent, its successors and permitted assigns, for the benefit of the applicable 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
Administrative Agent, for the benefit of the applicable Secured Parties, any and all Pledged Securities to the extent such Pledged Securities (i) are Equity Interests in the Borrower 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
Administrative Agent for the benefit of the applicable 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
Administrative 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 Administrative Agent, for the benefit of the
applicable Secured Parties, pursuant to the terms hereof. 
 (c) Upon delivery to the Administrative 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 Administrative Agent and by such other instruments and documents as the Administrative 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 Administrative 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 

  

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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 Administrative Agent, for the benefit of the Secured Loan Parties, that: 
 (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 in order to satisfy the Collateral and Guarantee
Requirement, 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 Credit Agreement, 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 Credit
Agreement and other than Permitted Liens and (iv) subject to the rights of such Grantor under the Loan 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; 
 (d) other than as set forth
in the Credit Agreement or the schedules thereto, and except for restrictions and limitations imposed by the Loan Documents or securities laws generally, or otherwise permitted to exist pursuant to the terms of the Credit Agreement, 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 Administrative Agent of rights and
remedies hereunder; 
  

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 (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 Credit Agreement
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 Administrative Agent, for the benefit of the applicable Secured Parties, in accordance with this Agreement and a financing statement covering such Pledged
Securities is filed in the appropriate filing office, the Administrative Agent will obtain, for the benefit of the applicable 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 Credit Agreement, as security for the payment and performance of the Loan Obligations and/or the Note Obligations, as the case may be; 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 Administrative
Agent. 
 SECTION 3.04. Registration in Nominee Name; Denominations. The Administrative 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 Administrative 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 Administrative 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 Administrative 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 Loan Party that is not a party to this Agreement to comply with a request by the Administrative
Agent, pursuant to this Section 3.04, to exchange certificates representing Pledged Securities of such Loan Party for certificates of smaller or larger denominations. 
 SECTION 3.05. Voting Rights; Dividends and Interest, Etc. Unless and until an Event of Default shall have occurred and be continuing and
the Administrative Agent shall have given notice to the relevant Grantors of the Administrative Agent’s intention to exercise its rights hereunder: 
 (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 Credit Agreement and the other Loan Documents; provided that, except as permitted under the Credit Agreement, 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 Administrative Agent or the other Secured Parties under this Agreement, the Credit Agreement, any other Loan Document or the Existing Senior Notes Indenture
or the ability of the Secured Parties to exercise the same. 
  

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 (ii) The Administrative Agent shall 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 Credit Agreement, the other Loan 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 Administrative Agent, for the benefit of the applicable Secured
Parties, and shall be forthwith delivered to the Administrative Agent, for the benefit of the applicable Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Administrative Agent). This clause
(iii) shall not apply to dividends between or among the Borrower, the Grantors and the Subsidiaries only of property which is subject to a perfected security interest under this Agreement; provided that the Borrower notifies 

  

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the Administrative Agent in writing, specifically referring to this Section 3.06, at the time of such dividend and takes any actions the Administrative
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 Administrative Agent to the Borrower of the Administrative Agent’s intention to exercise its rights hereunder, 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 applicable Secured Parties, in the Administrative 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 until the occurrence of an Acceleration Event, any Grantor may continue to exercise dividend and distribution rights solely to the extent permitted under clause (x) (other than clause (iv) thereof) and clause (y) of
Section 6.06(b) of the Credit Agreement 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 Administrative Agent, for the benefit
of the applicable Secured Parties, and shall be forthwith delivered to the Administrative Agent, for the benefit of the applicable Secured Parties, in the same form as so received (endorsed in a manner reasonably satisfactory to the Administrative
Agent). Any and all money and other property paid over to or received by the Administrative Agent pursuant to the provisions of this paragraph (b) shall be retained by the Administrative Agent in an account to be established by the
Administrative 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 Administrative Agent a certificate to that effect, the Administrative 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 Administrative Agent to the Borrower of the Administrative Agent’s intention to exercise its rights hereunder, 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 Administrative Agent under paragraph (a)(ii) of this Section 3.05,
shall cease, and all such rights shall thereupon become vested in the Administrative Agent, for the benefit of the applicable Secured Parties, which shall have the sole and exclusive right and authority to exercise such voting and consensual rights
and powers; provided that, unless otherwise directed by the Required Lenders, the Administrative 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 the Administrative 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) above and the obligations of the Administrative Agent under paragraph (a)(ii) shall be in effect. 
  

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 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 Loan Obligations, each Grantor hereby assigns and pledges to the
Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Loan Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Loan Parties, a security
interest (the “Loan Party 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 “Loan Party 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 Loan Party 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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 Notwithstanding anything to the contrary in this Agreement, this Agreement shall not constitute a grant of a security
interest in (u) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (v) any assets (including Equity Interests), whether now owned or hereafter acquired, with respect to which the Collateral
and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement would not be required to be satisfied by reason of Section 5.09(g) of the Credit Agreement if hereafter acquired, (w) any property excluded from
the definition of Loan Party Pledged Collateral pursuant to Section 3.01(a) hereof (other than clause (i)(D) thereof), (x) any Letter of Credit Rights to the extent any Grantor is required by applicable law to apply the proceeds of a
drawing of such Letter of Credit for a specified purpose, (y) any Grantor’s right, title or interest in any license, contract or agreement to which such 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 such Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to Section 9-406, 9-407, 9-408 or 9-409 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 such Grantor
shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, or (z) any Equipment owned by any Grantor that is subject to a purchase money lien or a Capital Lease
Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or requires the consent of any person other than the Grantors as a condition to the creation of
any other security interest on such Equipment. The Administrative Agent agrees to execute an amendment to this Section 4.01(a) (if necessary) to exclude from the Loan Party Article 9 Collateral any asset which would be so excluded by the
operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. 
 (b) 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 Note Grantor hereby assigns and pledges to the Administrative Agent, its successors and permitted
assigns, for the benefit of the Secured Parties, and hereby grants to the Administrative Agent, its successors and permitted assigns, for the benefit of the Secured Parties, a security interest (the “Shared 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 Note Grantor or in which such Note Grantor now has or at any time in the future
may acquire any right, title or interest (collectively, the “Shared Article 9 Collateral”): 
 (i) all Accounts; 
 (ii) all Chattel Paper; 
 (iii) all Deposit Accounts; 
 (iv) all Documents; 
  

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 (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 Shared 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; 
 Notwithstanding anything to the contrary in
this Agreement, this Agreement shall not constitute a grant of a security interest in (u) any vehicle covered by a certificate of title or ownership, whether now owned or hereafter acquired, (v) any assets (including Equity Interests),
whether now owned or hereafter acquired, with respect to which the Collateral and Guarantee Requirement or the other paragraphs of Section 5.09 of the Credit Agreement would not be required to be satisfied by reason of Section 5.09(g) of
the Credit Agreement if hereafter acquired, (w) any property excluded from the definition of Shared Pledged Collateral pursuant to Section 3.01(b) hereof (other than clause (i)(D) thereof), (x) any Letter of Credit Rights to the
extent any Note Grantor is required by applicable law to apply the proceeds of a drawing of such Letter of Credit for a specified purpose, (y) any Note Grantor’s right, title or interest in any license, contract or agreement to which such
Note 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 such Note Grantor is a party (other than to the extent that any such term would be rendered ineffective pursuant to
Section 9-406, 9-407, 9-408 or 9-409 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 such Note Grantor shall be deemed to have granted a security interest in, all such rights and interests as if such provision had never been in effect, or (z) any Equipment
owned by any Note Grantor that is subject to a purchase money lien or a Capital Lease Obligation if the contract or other agreement in which such Lien is granted (or the documentation providing for such Capital Lease Obligation) prohibits or
requires the consent of any person other than the Note Grantors as a condition to the creation of any other security interest on such Equipment. The Administrative Agent agrees to 

  

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execute an amendment to this Section 4.01(b) (if necessary) to exclude from the Shared Article 9 Collateral any asset which would be so excluded by the
operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. 
 (c) Each Grantor hereby irrevocably
authorizes the Administrative Agent at any time and from time to time to file 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 the Administrative Agent may reasonably determine 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” or “all property”. Each Grantor agrees to provide such information to the Administrative Agent promptly upon request. 
 The Administrative Agent is further authorized to file 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 Administrative Agent as secured party. 
 (d) The Security Interest is granted as security only and shall
not subject the Administrative 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. 
 (e) Notwithstanding anything to the contrary in this Agreement or in the Credit Agreement, 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 Administrative Agent and the Secured Parties that: 
 (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 Administrative 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 Credit Agreement. 
 (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 

  

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correct and complete, in all material respects, as of the Closing 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 by the Administrative Agent based upon the information provided to the Administrative Agent in the
Perfection Certificate for filing in each governmental, municipal or other office specified in Schedule IV (or specified by notice from the Borrower to the Administrative Agent after the Closing Date in the case of filings, recordings or
registrations required by Section 5.09 of the Credit Agreement or the definition of Collateral and Guarantee Requirement) 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 patents and patent applications, 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 Administrative Agent (for the benefit of the applicable 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 to the Administrative Agent 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, and reasonably requested by the Administrative
Agent, to protect the validity of and to establish a legal, valid and perfected security interest in favor of the Administrative Agent, for the benefit of the applicable 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). 
 (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 subdivision thereof) pursuant to the Uniform Commercial Code or other applicable law in
such jurisdictions and (iii) subject to the filings described in Section 

  

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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 Closing 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 Trademark licenses granted by a Grantor to a franchisee or master franchisor in
the ordinary course of business) binding upon such Grantor as of the date hereof. 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 the Borrower and its subsidiaries. 
 (ii) The Intellectual Property
Collateral 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 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 

  

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that is reasonably necessary for the operation of its business in 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. 
 (g) To the Borrower’s knowledge, Schedule VI sets forth, as of the Closing Date, all of the Significant Subsidiaries of the Borrower which are Grantors under this Agreement; provided that any
inaccuracy of this representation shall not impair the validity of the security interest hereby granted. 
 SECTION
4.03. Covenants. (a) The Borrower agrees promptly to notify the Administrative 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 Borrower agrees promptly to
provide the Administrative Agent with certified organizational documents reflecting any of the changes described in the immediately preceding sentence. The Borrower agrees not to effect or permit any change referred to in the first sentence of this
paragraph (a) unless all filings have been made, or will have been made within any applicable statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Administrative Agent to continue at all times
following such change to have a valid, legal and perfected first priority security interest in all the Article 9 Collateral in which a security interest may be perfected by filing, for the benefit of the applicable Secured Parties. The Borrower
agrees promptly to notify the Administrative Agent if any material portion of the Article 9 Collateral owned or held by any Grantor is damaged or destroyed. 
 (b) Subject to the rights of such Grantor under the Loan 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 Administrative Agent, for the benefit of the applicable Secured Parties, in the Article 9 Collateral and the priority thereof against any Lien that is not a Permitted Lien. 

 

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 (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 the Administrative Agent may from time to time reasonably request 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 Section 5.09(g) of the Credit Agreement. 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 Administrative Agent, for the benefit of
the applicable Secured Parties, duly endorsed in a manner reasonably satisfactory to the Administrative Agent. The Administrative Agent agrees to execute an amendment to this Section 4.03(c) (if necessary) to exclude from the requirements of
this clause any asset which would be so excluded by the operation of clause (vii) or (viii) of Section 5.09(g) of the Credit Agreement. 
 Without limiting the generality of the foregoing, each Grantor hereby authorizes the Administrative Agent, with prompt notice thereof to the Grantors, to supplement this Agreement by supplementing Schedule II
or adding additional schedules hereto to specifically identify any asset or item that may constitute material Copyrights, Patents, Trademarks, Copyright Licenses, Patent Licenses or Trademark Licenses; provided that any Grantor shall have the
right, exercisable within 30 days after the Borrower has been notified by the Administrative Agent of the specific identification of such Article 9 Collateral, to advise the Administrative Agent in writing of any inaccuracy of the representations
and warranties made by such Grantor hereunder with respect to such Article 9 Collateral. Each Grantor agrees that it will use its commercially reasonable efforts to take such action as shall be necessary in order that all representations and
warranties hereunder shall be true and correct with respect to such Article 9 Collateral within 30 days after the date it has been notified by the Administrative Agent of the specific identification of such Article 9 Collateral. 
 (d) After the occurrence of an Event of Default and during the continuance thereof, the Administrative Agent shall have the right 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 Administrative Agent shall have the right to share any information it gains from such inspection or
verification with any Secured Party. 
 (e) At its option, the Administrative 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 

  

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Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Administrative Agent on demand for any reasonable payment
made or any reasonable expense incurred by the Administrative 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 Administrative 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, in the other Loan Documents or in the Existing Senior Notes Indenture. 
 (f) Each Grantor (rather than
the Administrative 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 Administrative 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 Credit Agreement. 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 Credit Agreement. 
 (h) Each Grantor
irrevocably makes, constitutes and appoints the Administrative Agent (and all officers, employees or agents designated by the Administrative 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 Administrative Agent may, without waiving or releasing any obligation or liability of the Grantors hereunder or any Event of Default, in its sole discretion, obtain and maintain such policies of
insurance and pay such premium and take any other actions with respect thereto as the Administrative Agent reasonably deems advisable. All sums disbursed by the Administrative 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 Administrative Agent and shall be additional Secured Obligations secured hereby. 
 (i) The Borrower agrees to use its commercially reasonable efforts to supplement or amend Schedule VI from time to time as may be
appropriate, by delivering a revised schedule to the Administrative Agent; provided that the failure to update such schedule shall not impair the validity of the security interests hereby granted. 
 (j) The Borrower agrees to use its commercially reasonable efforts to identify to the Administrative Agent the Additional Secured Loan Parties
described in clause (b) or (c) of 

  

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the definition thereof from time to time and which are entitled to the benefits of this Agreement; provided that the failure by the Borrower to so
notify the Administrative Agent shall not impair the validity of the guarantee or the security interests hereby granted. 
 SECTION
4.04. Other Actions. In order to further ensure the attachment, perfection and priority of, and the ability of the Administrative Agent to enforce, for the benefit of the applicable Secured Parties, the Administrative 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 Administrative Agent for the
benefit of the applicable Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Administrative Agent may from time to time reasonably request. 
 (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 Administrative Agent thereof in a writing signed by such Grantor, including a summary description of such claim, and grant to the Administrative 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 Administrative Agent. 
 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral. (a) Except as permitted under the Credit Agreement, 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) 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.

 (c) 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 normal 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.

  

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 (d) Each Grantor shall notify the Administrative Agent promptly if it knows that any Patent,
Trademark or Copyright material to the normal 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 Administrative 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 or as the Administrative Agent may
otherwise reasonably request to evidence the Administrative Agent’s security interest in such U.S. Patent, Trademark or Copyright and the perfection thereof, and (iii) upon the Administrative Agent’s request, promptly execute and
deliver any and all agreements, instruments, documents and papers necessary or as the Administrative Agent may otherwise reasonably request to evidence the Administrative Agent’s security interest in such non-U.S. Patent, Trademark or Copyright
and the perfection thereof. 
 (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 normal 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 normal 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 normal 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 Administrative 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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 (h) The Borrower agrees that it will, and will cause each of its Subsidiaries to, assign any
material (i) registrations and applications for Trademarks (together with the goodwill of the business symbolized thereby), (ii) issued Patents and applications therefor, and (iii) registrations and applications for Copyrights to a
Guarantor, in each case, on or before the Closing Date. The Borrower shall promptly record such assignments with the United States Patent and Trademark Office, United States Copyright Office, and any other similar office or agency in any other
jurisdiction, as applicable, within five days after execution of such assignments and shall promptly provide the Administrative Agent with copies of such assignments and, if available, confirmation of recordation thereof. 
 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 Administrative Agent on demand, and it is agreed that the Administrative 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
Administrative 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
Administrative 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 Loan Obligations or the Note Obligations,
as applicable, 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 Administrative 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 Loan Obligations or the Note Obligations, as applicable, 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 Administrative Agent shall deem appropriate. The Administrative 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 Administrative 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 

  

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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 Administrative 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 Administrative Agent’s intention 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 Administrative 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 be sold in one lot as an entirety or in separate parcels, as the Administrative Agent may (in its sole and absolute discretion)
determine. The Administrative 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 Administrative 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 Administrative Agent until the sale price is paid by the purchaser or
purchasers thereof, but the Administrative 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 Administrative 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 Administrative 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 Administrative 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. 
  

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 SECTION 5.02. Application of Proceeds. (a) The Administrative Agent shall
promptly apply the proceeds, moneys or balances of any collection or sale of Loan Party Collateral not constituting Shared Collateral, including any such Loan Party Collateral consisting of cash, as follows: 
 FIRST, to the payment of all costs and expenses incurred by the Administrative Agent in connection with such collection or sale or
otherwise in connection with this Agreement, any other Loan Document or any of the Loan 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 Administrative Agent hereunder or under any other Loan 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 Loan
Document, and all other fees, indemnities and other amounts owing or reimbursable to the Administrative Agent under any Loan Document in its capacity as such; 
 SECOND, to the payment in full of the Loan Obligations secured by such Collateral (the amounts so applied to be distributed among the
Secured Loan Parties pro rata in accordance with the respective amounts of such Loan Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the benefit of each Issuing Bank and the Lenders, an amount in cash in Dollars equal to the aggregate Revolving L/C Exposure and Synthetic L/C Exposure as of such date plus any
accrued and unpaid interest thereon), subject to Section 7.18; and 
 THIRD, to the applicable Grantors, their successors
or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Administrative Agent shall 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 Administrative Agent (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of
the purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 
 (b) The Administrative Agent shall promptly apply the proceeds, moneys or balances of any collection or sale of Shared Collateral, including any Shared Collateral consisting of cash, as follows: 
 FIRST, to the payment of all costs and expenses incurred by the Administrative Agent in connection with such collection or sale or
otherwise in connection with this Agreement 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 Administrative Agent hereunder on behalf of any Note Grantor and any other costs or expenses incurred in connection with the exercise of any right or remedy in respect of the Shared Collateral; 
  

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 SECOND, to the payment in full of the 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 the Secured Obligations owed to them on the date of any such distribution, which in the case of Letters of Credit, shall be paid by
deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of each Issuing Bank and the Lenders, an amount in cash in Dollars equal to the aggregate Revolving L/C Exposure and Synthetic L/C
Exposure as of such date plus any accrued and unpaid interest thereon), subject to Section 7.18; and 
 THIRD, to the
applicable Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise direct. 
 The Administrative Agent shall 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 Administrative Agent (including pursuant to a power of sale granted by statute or under
a judicial proceeding), the receipt of the purchase money by the Administrative 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 Administrative Agent or such officer or be answerable in any way for the misapplication thereof. 
 (c) Notwithstanding the foregoing, any proceeds of Collateral to be distributed for application to a Secured Party’s liabilities with respect to any
issued but undrawn (or unpaid) Revolving Letter of Credit shall be held by the Administrative Agent in an account pursuant to Section 2.05(j) of the Credit Agreement as collateral security for any such liabilities until a drawing on such
Revolving Letter of Credit, at which time such amounts, together with interest accrued thereon, shall be released by the Administrative Agent and applied to such liabilities. If any such Revolving Letter of Credit shall expire without having been
drawn upon (or paid) in full, the amounts held in such account with respect to the undrawn (or unpaid) portion of such Revolving Letter of Credit, together with interest accrued thereon, shall be applied by the Administrative Agent in accordance
with clause (a) and/or (b) above. 
 (d) If at any time any moneys collected or received by the Administrative Agent pursuant to
this Agreement are distributable pursuant to paragraph (b) above to the Existing Notes Trustee, and if the Existing Notes Trustee shall notify the Administrative Agent in writing that no provision is made under the Existing Senior Notes
Indenture for the application by the Existing Notes Trustee of such moneys (whether because the Existing Senior Notes have not become due and payable or otherwise) and that the Existing Senior Notes Indenture does not effectively provide for the
receipt and the holding by the Existing Notes Trustee of such moneys pending the application thereof, then the Administrative Agent, after receipt of such moneys pending the application thereof and the receipt of such notification, shall at the
direction of the Existing Notes Trustee, invest such amounts in Permitted Investments maturing within 90 days after they are acquired by the Administrative Agent or, in the absence of such direction, hold such moneys uninvested and shall hold all
such amounts so distributable and all such 

  

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investments and the net proceeds thereof in trust solely for the Existing Notes Trustee (in its capacity as trustee) and for no other purpose until such time
as the Existing Notes Trustee shall request in writing the delivery thereof by the Administrative Agent for application pursuant to the Existing Senior Notes Indenture. The Administrative Agent shall not be responsible for any diminution in funds
resulting from any such investment or any liquidation or any liquidation thereof prior to maturity. 
 (e) In making the determination and
allocations required by this Section 5.02, the Administrative Agent may conclusively rely upon information supplied by the Existing Notes Trustees as to the amounts of unpaid principal and interest and other amounts outstanding with respect to
the Note Obligations, and the Administrative Agent shall have no liability to any of the Secured Parties for actions taken in reliance on such information, provided that nothing in this sentence shall prevent any Grantor from contesting any
amounts claimed by any Secured Party in any information so supplied. All distributions made by the Administrative Agent pursuant to this Section 5.02 shall be (subject to any decree of any court of competent jurisdiction) final (absent manifest
error), and the Administrative Agent shall have no duty to inquire as to the application by the Existing Notes Trustee of any amounts distributed to it. 
 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
Administrative Agent if the Administrative 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 Administrative 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 Administrative 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 Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Administrative 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
Administrative 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 Borrower agrees that (a) in the event a payment shall be made by any Subsidiary Loan Party
under this Agreement in respect of any Guarantor Obligation of the Borrower, the Borrower shall indemnify such Subsidiary Loan Party for the full amount of such payment and such Subsidiary Loan Party 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 Loan Party shall be sold pursuant to this Agreement or any other Security Document to satisfy in whole or in part an
obligation owed to any Secured Party by the Borrower, the Borrower shall indemnify such Subsidiary Loan Party 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 Loan Party (a “Contributing Party”) agrees
(subject to Section 6.03 hereof) that, in the event a payment shall be made by any other Subsidiary Loan Party hereunder in respect of any Guarantor Obligation, or assets of any other Subsidiary Loan Party shall be sold pursuant to any Security
Document to satisfy any Secured Obligation owed to any Secured Party and such other Subsidiary Loan Party (the “Claiming Party”) shall not have been fully indemnified by the Borrower 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 Loan Party becoming a party
hereto pursuant to Section 7.16 hereof, the date of the supplement hereto executed and delivered by such Subsidiary Loan Party). 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 2.06, to the extent permitted by law and to the extent to do so would not constitute unlawful financial assistance, each Guarantor and Grantor hereby subordinates any
and all debts, liabilities and other obligations owed to such Guarantor or Grantor by each other Loan Party (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 Guarantor and Grantor may receive payments from any other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of any Event of
Default, if requested by the Administrative Agent or required by the Required Lenders, no Guarantor or 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 Loan Party, each Guarantor and 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 Guarantor or Grantor receives payment of any Subordinated Obligations. 
 (iii) Turn-Over. After the occurrence and during the continuance of any Event of Default, each Guarantor and Grantor shall, if the Administrative Agent so requests, 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 Administrative 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 Guarantor or Grantor under the other provisions of
this Agreement. 
 (iv) Administrative Agent Authorization. After the occurrence and during the
continuance of any Event of Default, the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor and 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 Guarantor and 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 Administrative Agent for application to the Secured Obligations (including any and all Post-Petition Interest). 

(b) Subject to the limitations set forth in Section 2.06, each Guarantor and Grantor hereby unconditionally and irrevocably agrees not to
exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s or Grantor’s
obligations under or in respect of this Agreement or any other Loan 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 Borrower, any other Loan Party 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 Borrower, any other Loan Party 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 

  

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cash, all Letters of Credit and all Swap Agreements secured hereunder shall have expired or been terminated or cash collateralized and the Commitments shall
have expired or been terminated and each Guarantor and 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 time. If any amount shall be paid to any Guarantor or Grantor in violation of the immediately preceding sentence at any time prior to the latest of (a) 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 and (b) the latest date of expiration, termination or cash collateralization of all Letters of Credit and all Swap Agreements
secured hereunder, 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 Guarantor or Grantor and shall forthwith be paid or delivered to the Administrative
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 Loan Documents, or to be held as Collateral for any Secured Obligations or other amounts payable under such guarantee thereafter arising. If (i) any Guarantor or Grantor shall make payment to any Secured Party of all or any part of the
Secured Obligations, (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, (iii) the Revolving
Facility Maturity Date, Term B Facility Maturity Date and Synthetic L/C Maturity Date shall have occurred and (iv) all Letters of Credit and all Swap Agreements secured hereunder shall have expired, terminated, or shall have been cash
collateralized, the Administrative Agent will, at such Guarantor’s or Grantor’s request and expense, execute and deliver to such Guarantor or Grantor appropriate documents, without recourse and without representation or warranty, necessary
to evidence the transfer by subrogation to such Guarantor or Grantor of an interest in the Secured Obligations resulting from such payment made by such Guarantor or 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 10.01 of the Credit Agreement or Section 10.02 of the Existing Senior Notes Indenture, as applicable. All communications and notices hereunder to any Grantor shall be given to it in
care of the Borrower, with such notice to be given as provided in Section 10.01 of the Credit Agreement. 
 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 Administrative Agent and a counterpart hereof shall have been executed on behalf of the Administrative Agent, and
thereafter shall be binding upon such party and the Administrative Agent and their respective permitted successors and assigns, and shall inure to the benefit of such party, the Administrative 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 Credit Agreement. 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 Guarantor or Grantor or the Administrative Agent that are contained in this Agreement shall bind and inure to the benefit of their respective permitted successors and assigns; provided that no Guarantor or
Grantor may assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of the Administrative Agent (unless permitted under the Credit Agreement). 
 SECTION 7.06. Administrative Agent’s Fees and Expenses; Indemnification. (a) The parties hereto agree that the Administrative
Agent shall be entitled to reimbursement of its expenses incurred hereunder as provided in Section 10.05 of the Credit Agreement. 
 (b) Without limitation of its indemnification obligations under the other Loan Documents, each Grantor jointly and severally agrees to indemnify the Administrative Agent and the other Indemnitees (as defined in Section 10.05 of
the Credit Agreement) against, and hold each Indemnitee 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 any Indemnitee arising out of, in connection with, or as a result of (i) the execution, delivery or performance of this Agreement or any other Loan 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 any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, 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 or willful misconduct of such Indemnitee. 
  

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 (c) Any such amounts payable as provided hereunder shall be additional Loan Obligations secured
hereby and by the other Security 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 Loan Document, the consummation of the transactions
contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative 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. Administrative Agent Appointed Attorney-in-Fact. Each Grantor hereby appoints the Administrative 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 Administrative Agent may deem necessary or advisable to accomplish the purposes hereof,
which appointment is irrevocable and coupled with an interest. The Administrative 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 Administrative
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 Administrative Agent were the absolute owner of the Collateral for all purposes;
provided, that nothing herein contained shall be construed as requiring or obligating the Administrative Agent to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative 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 Administrative 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. 
  

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 SECTION 7.09. Waivers; Amendment. (a) No failure or delay by the Administrative Agent,
any Issuing Bank or any Lender in exercising any right, power or remedy hereunder or under any other Loan 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 Administrative Agent, any Issuing Bank and
the Lenders hereunder and under the other Loan 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 Loan
Party 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 making of a Loan or the issuance of a Letter of Credit shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent, any Lender or any
Issuing Bank may have had notice or knowledge of such Default or Event of Default at the time. No notice or demand on any Loan Party in any case shall entitle any Loan Party 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 Administrative Agent and the Loan Party or Loan Parties with respect to which such waiver, amendment or modification is to apply, subject to any consent required in accordance with Section 10.08 of the Credit
Agreement; provided, however, that the requisite written consent of the Existing Notes Holders or the Existing Notes Trustee under the Existing Senior Notes Indenture shall be required with respect to any release, waiver, amendment or
other modification of this Agreement that would materially and adversely affect the rights of the Existing Notes Holders to equally and ratably share in the security provided for herein with respect to the Shared Collateral. Except as set forth in
this Section 7.09(b), neither the Existing Notes Holders nor the Existing Notes Trustee shall have any rights to approve any release, waiver, amendment, modification, change, discharge or termination with respect to this Agreement. 

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 LOAN DOCUMENTS. 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 Loan Document should be held invalid, illegal or 

  

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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 two or more
counterparts, each of which shall constitute an original but all of which when taken together shall constitute but one contract, and shall become effective as provided in Section 7.04 hereof. Delivery of an executed counterpart to this
Agreement by facsimile transmission shall be as effective as delivery of a manually signed original. 
 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 Loan 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 Administrative Agent, any Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against any Guarantor or 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 Loan 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 Loan Obligations (other than contingent or unliquidated obligations or liabilities) have been paid in full in cash or immediately available funds and the Lenders have no further commitment to lend under
the Credit Agreement and the Revolving L/C Exposure and Synthetic L/C Exposure have each been reduced to zero (or cash-collateralized or supported by a back-to-back letters of credit in form and substance and from an issuing bank satisfactory to the
Administrative Agent) and each Issuing Bank has no further obligations to issue Letters of Credit under the Credit Agreement. 
  

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 (b) If not earlier terminated pursuant to clause (a) above, this Agreement and the Shared
Security Interest shall terminate with respect to the Existing Notes Trustee and the Existing Notes Holders when all Note Obligations have been paid in full in cash or immediately available funds. 
 (c) 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 Credit Agreement as a result of which such Grantor ceases to be a Subsidiary of the Borrower or otherwise ceases to be a Guarantor or a Grantor; provided that
the Required Lenders shall have consented to such transaction (to the extent such consent is required by the Credit Agreement) and the terms of such consent did not provide otherwise. 
 (d) Upon any sale or other transfer by any Grantor of any Collateral that is permitted under the Credit Agreement to any person that is not a
Grantor, or upon the effectiveness of any written consent to the release of the Security Interest granted hereby in any Collateral pursuant to Section 10.08 of the Credit Agreement, the Security Interest in such Collateral shall be
automatically released. 
 (e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) of
this Section 7.15, the Administrative 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 Administrative Agent that has not theretofore been sold or otherwise applied or released pursuant to this Agreement. Any execution and delivery
of documents pursuant to this Section 7.15 shall be without recourse to or warranty by the Administrative Agent. 
 SECTION
7.16. Additional Subsidiaries. Upon execution and delivery by the Administrative Agent and any Subsidiary that is required to become a party hereto by Section 5.09 of the Credit Agreement or the Collateral and Guarantee
Requirement of an instrument in the form of Exhibit I hereto (with such additions to such form as the Administrative Agent and the Borrower may reasonably agree in the case of any such Subsidiary) (a
“Supplement”), such entity shall become a Guarantor and a Grantor hereunder with the same force and effect as if originally named as a Guarantor and 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 and except for the limitations set forth in Section 2.06 or, with respect to any Subsidiary Loan Party 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 

  

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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 Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in the Pledged
Collateral and all obligations of each Guarantor and 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 this
Agreement) or otherwise (other than defense of payment or performance). Without limiting the generality of the foregoing, all rights of the Administrative Agent hereunder, the Security Interest in the Article 9 Collateral, the security interest in
the Pledged Collateral and all obligations of each Guarantor and 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: 
 (i) the failure of the
Administrative 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 Loan 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 Loan Document or any other agreement, including with respect to any Guarantor 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 Administrative Agent or any other Secured Party for the Secured
Obligations, including with respect to any Guarantor under this Agreement; 
 (iv) any default, failure or delay, willful
or otherwise, in the performance of the Secured Obligations, including with respect to any Guarantor 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 Borrower or any Grantor or otherwise operate as a discharge of the Borrower 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 Guarantor under this Agreement; 
 (vii) any change in the corporate existence, structure or ownership of any Loan Party, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting a Loan Party or its assets or any resulting release or discharge
of any Secured Obligation, including with respect to any Guarantor under this Agreement; 
 (viii) the existence of any
claim, set-off or other rights that the Grantor may have at any time against the Borrower, the Administrative Agent, 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; 
  

 41 








 (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 Administrative Agent that might otherwise constitute a defense to, or a legal or equitable discharge of, the Borrower 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. 
 (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 Loan Party or the unenforceability of the Secured Obligations, including with respect to any Guarantor under this Agreement, or any part
thereof from any cause, or the cessation from any cause of the liability of any other Loan Party, 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 Administrative 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 Loan Party or exercise any other right or remedy available to them against any other Loan Party, 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 Loan Party, 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 Security Documents, each Secured Party (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 Administrative Agent as its agent hereunder and under such other Security Documents, (b) to confirm that the Administrative 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 Security Documents against any Guarantor or 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 Guarantor’s or 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 Security Document against any 

  

 42 








 
Guarantor or 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 Security Document and (d) to agree to be bound by the terms of this Agreement and any other Security Documents. By acceptance of the benefits of this Agreement and any other Security Documents, each
Secured Party (whether or not a signatory hereto) shall be deemed irrevocably, to the maximum extent permitted by law (and by the Existing Senior Notes Indenture, in the case of the Secured Note Parties), to agree to indemnify the Administrative
Agent (and authorize the Administrative Agent to deduct any such indemnification amount from the amounts to be paid to such Secured Party pursuant to Section 5.02(a) and/or (b)) to the extent not indemnified or reimbursed by the Grantors, pro
rata in accordance with the amount of the Secured Obligations owed to it on the date of any such indemnification, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred by or asserted against the Administrative Agent in its capacity as collateral agent in any way relating to or arising out of this Agreement or any other Security
Document or any action taken or omitted by the Administrative Agent with respect to this Agreement or any other Loan Document, provided that no Secured Party shall be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses (including attorneys’ fees) or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct, as determined by a court of competent jurisdiction.

 SECTION 7.19 Limitation on Administrative Agent’s Responsibilities with Respect to Existing Notes Holders. (a) To
the maximum extent permitted by law, the obligations of the Administrative Agent to the Existing Notes Holders and the Existing Notes Trustee hereunder shall be limited solely to (i) holding the Shared Collateral for the ratable benefit of the
Existing Notes Holders and the Existing Notes Trustee for so long as (A) any Note Obligations remain outstanding and (B) any Note Obligations are secured by such Shared Collateral, (ii) subject to the instructions of the Required
Lenders, enforcing the rights of the Existing Notes Holders in their capacities as Secured Parties in respect of Shared Collateral and (iii) distributing any proceeds received by the Administrative Agent from the sale, collection or realization
of the Shared Collateral to the Existing Notes Holders and the Existing Notes Trustee in respect of the Note Obligations in accordance with the terms of this Agreement. To the maximum extent permitted by law, neither the Existing Notes Holders nor
the Existing Notes Trustee shall be entitled to exercise (or direct the Administrative Agent to exercise) any rights or remedies hereunder with respect to the Note Obligations, including without limitation the right to receive any payments, enforce
the Shared Security Interest, request any action, institute proceedings, give any instructions, make any election, notice Account Debtors, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment,
supplement, or acknowledgment hereof (other than pursuant to Section 5.02(c)). To the maximum extent permitted by law, this Agreement shall not create any liability of the Administrative Agent or the Secured Loan Parties to the Existing Notes
Holders or to the Existing Notes Trustee by reason of actions taken with respect to the creation, perfection or continuation of the Shared Security Interest or the Shared Collateral, actions with respect to the occurrence of an Event of Default,
actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Shared Collateral or action with respect to the collection of any claim for all or any part of the Note Obligations from any
Account Debtor, guarantor or any other party or the valuation, use or protection of the Shared Collateral. Subject 

  

 43 








 
to Section 7.21 and to the maximum extent permitted by law, by acceptance of the benefits under this Agreement and the other Security Documents, the
Existing Notes Holders and the Existing Notes Trustee will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such persons to be Secured Parties under this Agreement
and certain of the other Security Documents and are being relied upon by the Lenders as consideration therefor. 
 (b) The
Administrative Agent shall not be required to ascertain or inquire as to the performance by the Borrower of the Note Obligations. 
 (c) The Administrative Agent may execute any of the powers granted under this Agreement and perform any duty hereunder either directly or by or through agents or attorneys-in-fact, and shall not be responsible for the gross negligence
or wilful misconduct of any agents or attorneys-in-fact selected by it with reasonable care and without gross negligence or wilful misconduct. 
 (d) The Administrative Agent shall not be deemed to have actual, constructive, direct or indirect notice or knowledge of the occurrence of any Event of Default unless and until the Administrative Agent shall have received a notice of
Event of Default or a notice from a Grantor, the Existing Notes Trustee or the Secured Parties to the Administrative Agent in its capacity as Administrative Agent indicating that an Event of Default has occurred. The Administrative Agent shall have
no obligation either prior to or after receiving such notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully protected in so relying, on any notice so furnished to it.

 (e) Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the
Shared Security Interest not securing the Note Obligations less than equally and ratably with the Loan Obligations pursuant to Section 4.07 of the Existing Senior Notes Indenture to the extent required or (ii) modify or affect the rights
of the Existing Notes Holders to receive the pro rata share specified in Section 5.02(b) of any proceeds of any collection or sale of Shared Collateral. 
 (f) The parties hereto agree that the Note Obligations and the Loan Obligations are, and will be, equally and ratably secured with each other by the Liens on the Shared Collateral, and that it is their intention
to give full effect to the equal and ratable provision of Section 4.07 of the Existing Senior Notes Indenture, as in effect on the date hereof. 
 SECTION 7.20 Securitization Acknowledgements. (a) For purposes of this Section 7.20(a), 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 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 The Bank of New York (the “Indenture Trustee”), or, if not defined therein, as assigned to such
terms in the “Purchase Agreement” or the “Receivables Purchase Agreement” referred to therein, in each case as each such agreement has been amended by (I) that certain Amendment, Agreement and Consent, dated
December 20, 2004, (II) that certain Second Omnibus Amendment, dated January 31, 2005, (III) that certain Amendment, Agreement 

  

 44 








 
and Consent, dated January 30, 2006, (IV) that certain Third Omnibus Amendment, Agreement and Consent, dated May 12, 2006, (V) that certain
Fourth Omnibus Amendment, dated November 29, 2006 and (VI) that certain Fifth Omnibus Amendment, dated April 10, 2007. The Transfer and Servicing Agreement, the Purchase Agreement and the Receivables Purchase Agreement, together with the
respective amendments thereto described above, are collectively attached to this Agreement as Exhibit II. Subsequent references in this Section 7.20(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
Administrative Agent acknowledges and agrees, and each Secured Party by its execution of the Credit Agreement (or its Assignment and Acceptance) 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, pledging such Pool Receivables to the Indenture 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 Loan Party, (C) such Secured Party is not a creditor of, and has no recourse to, CFC, ARSC or ARF pursuant to the Credit
Agreement or any other Loan Document, and (D) such Secured Party has no lien on or claim, contractual or otherwise, arising under the Credit Agreement or any other Loan 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. 
  

 45 








 (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 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 7.20(a)) permitted or required by
applicable law with respect to any insolvency proceeding instituted against CFC, ARSC or ARF by any other person. 
 (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 Indenture 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 Indenture
Trustee and the Noteholders until all amounts owing under the Indenture shall have been paid in full, and the Secured Parties agree to turn over to the Indenture 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 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 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 7.20(a) without the prior written consent of the Indenture
Trustee. Each Secured Party further agrees that the provisions of this Section 7.20(a) are made for the benefit of, and may be relied upon and enforced by, the Indenture Trustee and that the Indenture Trustee shall be a third party beneficiary
of this Section 7.20(a). 
 (b) For purposes of this Section 7.20(b), capitalized terms used herein and not otherwise defined
in this Agreement shall have the meanings assigned to such terms in the Indenture, dated March 7, 2002 (the “Kenosia Indenture”), among Kenosia Funding, LLC (“Kenosia”) and The Bank of New York (the
“Trustee”), or, if not defined therein, as assigned to such terms in the “CMGFSC Purchase Agreement”, the “Receivables Purchase Agreement” or the “Fee Receivables Purchase
Agreement” referred to therein, in each case as each such 

  

 46 








 
agreement has been amended by (I) that certain Omnibus Amendment, Agreement and Consent, dated December 20, 2004, (II) that certain Second Omnibus
Amendment, Agreement and Consent dated May 19, 2005, (III) that certain Third Omnibus Amendment, Agreement and Consent, dated May 2, 2006, (IV) that certain Fourth Omnibus Amendment and Agreement, dated February 28, 2007 and
(V) that certain Fifth Omnibus Amendment, dated April 10, 2007, by and among Kenosia, the Trustee, Cartus Relocation Corporation (“CRC”), Cartus Corporation (“Cartus”) and certain other parties. The
Kenosia Indenture, the CMGFSC Purchase Agreement, the Receivables Purchase Agreement and the Fee Receivables Purchase Agreement, together with the respective amendments thereto described above, are collectively attached to this Agreement as Exhibit
III. Subsequent references in this Section 7.20(b) to Cartus and CRC 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 Administrative Agent acknowledges and agrees, and each Secured Party by its execution of the Credit Agreement (or
its Assignment and Acceptance) 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) CRC is a limited purpose corporation whose primary activities are restricted
in its certificate of incorporation to purchasing CMSC Purchased Assets (also referred to as Cartus Purchased Assets) from Cartus pursuant to the CMGFSC 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 Seller Receivables to Kenosia, and such other activities as it deems necessary or
appropriate in connection therewith, and (B) Kenosia is a limited purpose limited liability company whose activities are limited in its limited liability company agreement to purchasing the Seller Receivables and other KF Purchased Assets from
CRC under the Receivables Purchase Agreement and purchasing Originator Fee Receivables and other Originator Fee Assets from Cartus under the Fee Receivables Purchase Agreement, funding such acquisitions through the issuance of the Notes, pledging
such purchased assets to the Trustee and such other activities as it deems necessary or appropriate to carry out such activities. The CMSC Receivables, the Seller Receivables and the Originator Fee Receivables are hereinafter referred to
collectively as the “Pool Receivables”. 
 (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 CRC in connection therewith or any Pool
Receivables, including any Related Property relating thereto, any proceeds thereof or earnings thereon (collectively, the “Pool Assets”), (B) neither CRC nor Kenosia is a Loan Party, (C) such Secured Party is not a
creditor of, and has no recourse to, CRC or Kenosia pursuant to the Credit Agreement or any other Loan Document, and (D) such Secured Party has no lien on or claim, contractual or otherwise, arising under the Credit Agreement or any other Loan
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 CRC or Kenosia. 
  

 47 








 (iii) No Secured Party will institute against or join any other person in
instituting against CRC or Kenosia any insolvency proceeding, or solicit, join in soliciting, cooperate with or encourage any motion in support of, any insolvency proceeding involving CRC or Kenosia until one year and one day after the payment in
full of all 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 7.20(b)) permitted or required by
applicable law with respect to any insolvency proceeding instituted against CRC or Kenosia by any other person. 
 (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, CRC
or Kenosia 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, CRC and Kenosia
and Kenosia’s assigns, including the 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
Trustee and the Noteholders until all amounts owing under the Kenosia Indenture shall have been paid in full, and the Secured Parties agree to turn over to the Trustee any amounts received contrary to the provisions of this clause (iv). 

(v) In taking a pledge of the Equity Interests of CRC, each Secured Party acknowledges that it has no right, title or interest in
or to any assets of CRC or Kenosia 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 CRC. Each Secured Party further agrees that it
will not (A) until after the payment in full of all Notes, exercise any rights it may have under this Agreement (x) to foreclose on the Equity Interests of CRC or (y) to exercise any voting rights with respect to the Equity Interests
of CRC, including any rights to nominate, elect or remove the independent members of the board of directors or managers of CRC or rights to amend the organizational documents of CRC, or (B) until one year and one day after the date on which all
Notes have been paid in full, exercise any voting rights it may have to institute a voluntary bankruptcy proceeding on behalf of CRC. 
 (vi) Each Secured Party hereby covenants and agrees that it will not agree to any amendment, supplement or other modification of this Section 7.20(b) without the prior written consent of the Trustee. Each
Secured Party further agrees that the provisions of this Section 7.20(b) are made for the benefit of, and may be relied upon and enforced by, the Trustee and that the Trustee shall be a third party beneficiary of this Section 7.20(b).

 SECTION 7.21. Relative Rights. This Agreement defined the relative rights of the Existing Notes Holders, on the one hand,
and the Secured Loan Parties, on the other hand. Nothing in this Agreement shall (a) impair, as between any Grantor and any Existing Notes Holder, the Note Obligations of such Grantor, which are absolute and unconditional, to pay the 

  

 48 








 
Indebtedness under the Existing Senior Notes Indenture, as and when the same shall become due and payable in accordance with the terms of the Existing Senior
Notes Indenture; (b) impair, as between any Grantor and any Secured Loan Party, the Loan Obligations of such Grantor, which are absolute and unconditional, to pay the Indebtedness under the Credit Agreement, as and when the same shall become
due and payable in accordance with the terms of the applicable Loan Documents; (c) prevent any Existing Notes Holder from exercising its available remedies upon a default or event of default under the Existing Senior Notes Indenture; or
(d) prevent any Secured Loan Party from exercising its available remedies upon a Default or an Event of Default under the Loan Documents to which such Secured Loan Party is a party. 
 SECTION 7.22. Successor Collateral Agent. The Administrative Agent may resign as collateral agent hereunder by giving not less than 30
days’ prior written notice to the Lenders. If the Administrative Agent shall resign as collateral agent under this Agreement, then either (a) the Required Lenders shall appoint a successor collateral agent hereunder, or (b) if a
successor collateral agent shall not have been so appointed and approved within the 30 day period following the Administrative Agent’s notice to the Lenders of its resignation, then the Administrative Agent shall appoint a successor collateral
agent that shall serve as collateral agent until such time as the Required Lenders appoint a successor collateral agent. Upon its appointment, such successor collateral agent shall succeed to the rights, powers and duties as collateral agent, and
the term “Administrative Agent” under this Agreement and “Collateral Agent” under this Agreement and any other Security 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. 
 [Signature Page Follows] 
  

 49 








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

			
	 REALOGY CORPORATION
 DOMUS
INTERMEDIATE HOLDINGS CORP.
 AFS MORTGAGE
 CGRN, INC.

ERA GENERAL AGENCY CORPORATION
 ERA GENERAL AGENCY OF NEW JERSEY, INC.
 FEDSTATE STRATEGIC CONSULTING, INCORPORATED
 REALOGY FRANCHISE GROUP, INC.
 REALOGY INTELLECTUAL PROPERTY HOLDINGS I, INC.
 REALOGY INTELLECTUAL PROPERTY HOLDINGS II, INC.

 REALOGY OPERATIONS, INC.
 REALOGY SERVICES GROUP LLC

REALOGY SERVICES VENTURE PARTNER, INC.,













		
	by	 	 /s/ Richard A. Smith

	Name:	 	Richard A. Smith
	Title:	 	President


 [Signature Page to the Guarantee and Collateral Agreement] 








	
	A MARKET PLACE, INC.,
	ALPHA REFERRAL NETWORK, INC.,
	ASSOCIATED CLIENT REFERRAL CORP.,
	ASSOCIATES INVESTMENTS,
	ASSOCIATES REALTY NETWORK,
	ASSOCIATES REALTY, INC.,
	BOB TENDLER REAL ESTATE, INC.,
	BURGDORFF REFERRAL ASSOCIATES, INC.,
	BURNET REALTY INC. (A MINNESOTA CORPORATION),
	BURNET REALTY, INC. (A WISCONSIN CORPORATION),
	CAREER DEVELOPMENT CENTER, LLC,
	CARTUS CORPORATION,
	CARTUS PARTNER CORPORATION,
	CENTURY 21 REAL ESTATE LLC,
	COLDWELL BANKER KING THOMPSON AUCTION SERVICES, INC.,
	COLDWELL BANKER REAL ESTATE CORPORATION,
	COLDWELL BANKER REAL ESTATE SERVICES, INC.,
	COLDWELL BANKER REAL ESTATE, INC.,
	COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY,
	COLDWELL BANKER RESIDENTIAL BROKERAGE CORPORATION,
	COLDWELL BANKER RESIDENTIAL BROKERAGE INSURANCE AGENCY OF MAINE, INC.,
	 DEWOLFE REALTY AFFILIATES,
 COLDWELL BANKER RESIDENTIAL
BROKERAGE PARDOE, INC.,

	COLDWELL BANKER RESIDENTIAL BROKERAGE, INC.,
	COLDWELL BANKER RESIDENTIAL REAL ESTATE SERVICES OF WISCONSIN, INC.,
	COLDWELL BANKER RESIDENTIAL REAL ESTATE, INC.,
	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK
 (A
CALIFORNIA CORPORATION),



 [Signature Page to the Guarantee and Collateral Agreement] 








	
	COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC. (A PENNSYLVANIA CORPORATION),
	COLORADO COMMERCIAL, LLC,
	COOK—PONY FARM REAL ESTATE, INC.,
	CORCORAN GROUP—BROOKLYN LANDMARK, LLC,
	CORCORAN MLS HOLDINGS, LLC,
	COTTON REAL ESTATE, INC.,
	DEWOLFE RELOCATION SERVICES, INC.,
	DOUGLAS AND JEAN BURGDORFF, INC.,
	ERA FRANCHISE SYSTEMS, INC.,
	FIRST CALIFORNIA ESCROW CORPORATION,
	FLORIDA’S PREFERRED SCHOOL OF REAL ESTATE, INC.,
	FRED SANDS SCHOOL OF REAL ESTATE,
	HILLSHIRE HOUSE, INCORPORATED,
	HOME REFERRAL NETWORK INC.,
	J. W. RIKER—NORTHERN R. I., INC.,
	JACK GAUGHEN, INC.,
	 KENDALL, POTTER AND MANN, REALTORS, INC.
 COSBY-TIPTON REAL ESTATE, INC.,

	LMS (DELAWARE) CORP.,
	NRT ARIZONA COMMERCIAL, INC.,
	NRT ARIZONA EXITO, INC.,
	NRT ARIZONA REFERRAL, INC.,
	NRT ARIZONA, INC.,
	NRT CHICAGO LLC,
	NRT COLORADO, INC.,
	NRT COLUMBUS, INC.,
	NRT COMMERCIAL OHIO INCORPORATED,
	NRT COMMERCIAL UTAH, INC.,
	NRT COMMERCIAL, INC.,
	NRT MID-ATLANTIC, INC.,
	NRT MISSOURI REFERRAL NETWORK, INC.,
	NRT MISSOURI, INC.,
	NRT NEW ENGLAND INCORPORATED,
	NRT RELOCATION LLC,
	NRT SETTLEMENT SERVICES OF MISSOURI, INC.,
	NRT SUNSHINE INC.,
	NRT TEXAS REAL ESTATE SERVICES, INC.,


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	 NRT TEXAS, INC.,
 NRT THE CONDO
STORE INCORPORATED,
 NRT UTAH, INC. (A DELAWARE CORPORATION),
 PACESETTER NEVADA, INC.,
 PACIFIC ACCESS HOLDING COMPANY, LLC,
 R.J. YOUNG CO.,
 REAL ESTATE REFERRAL, INC.,
 REAL ESTATE REFERRALS, INC.,
 REAL ESTATE SERVICES, INC.,
 REFERRAL ASSOCIATES OF FLORIDA, INC.,
 REFERRAL ASSOCIATES OF NEW ENGLAND, INC.,
 REFERRAL NETWORK, INC.,
 REFERRAL NETWORK, INC.
(A FLORIDA CORPORATION),
 REFERRAL NETWORK, LLC,
 SIGNATURE PROPERTIES, INC.,
 SOLEIL FLORIDA CORP.,
 SOTHEBY’S INTERNATIONAL REALTY AFFILIATES, INC.,
 SOTHEBY’S INTERNATIONAL REALTY, INC.,
 ST. JOE REAL ESTATE SERVICES, INC.,
 THE CORCORAN GROUP EASTSIDE,
INC.,
 THE DEWOLFE COMPANIES, INC.,
 THE DEWOLFE COMPANY, INC.,

 THE FOUR STAR CORP.,
 THE MILLER GROUP, INC.,
 THE SUNSHINE GROUP LIMITED PARTNERSHIP,
 THE SUNSHINE
GROUP, LTD.,
 TRUST OF NEW ENGLAND, INC.,
 VALLEY OF CALIFORNIA,
INC.,




























		
	by	 	 /s/ Richard A. Smith

	Name:	 	Richard A. Smith
	Title:	 	Chairman


 [Signature Page to the Guarantee and Collateral Agreement] 








	
	ADVANTAGE TITLE & INSURANCE, LLC,
	AMERICAN TITLE COMPANY OF HOUSTON,
	APEX REAL ESTATE INFORMATION SERVICES LLP,
	ATCOH HOLDING COMPANY,
	BURNET TITLE OF OHIO, LLC,
	BURNET TITLE, INC.,
	BURNET TITLE L.L.C.,
	BURROW ESCROW SERVICES, INC.,
	CENTRAL FLORIDA TITLE COMPANY,
	EQUITY TITLE COMPANY,
	EQUITY TITLE MESSENGER SERVICE HOLDING COMPANY,
	FRANCHISE SETTLEMENT SERVICES, INC.,
	GRAND TITLE, LLC,
	GUARDIAN HOLDING COMPANY,
	GUARDIAN TITLE AGENCY, LLC,
	GUARDIAN TITLE COMPANY,
	GULF SOUTH SETTLEMENT SERVICES, LLC,
	HICKORY TITLE, LLC,
	KEYSTONE CLOSING SERVICES LLC,
	LINCOLN SETTLEMENT SERVICES, LLC,
	MARKET STREET SETTLEMENT GROUP, INC.,
	MID-EXCHANGE, INC.,
	MID-STATE ESCROW CORPORATION,
	NATIONAL COORDINATION ALLIANCE, INC.,
	NRT MID-ATLANTIC TITLE SERVICES, LLC,
	NRT SETTLEMENT SERVICES OF TEXAS, INC.,
	PATRIOT SETTLEMENT SERVICES, LLC,
	PREMIER SETTLEMENT SERVICES, LLC,
	PROCESSING SOLUTIONS, INCORPORATED,
	ROCKY MOUNTAIN SETTLEMENT SERVICES, LLC,
	SECURED LAND TRANSFERS, INC.,
	SOUTH LAND TITLE CO., INC.,
	SOUTH-LAND TITLE OF MONTGOMERY COUNTY, INC.,
	ST. JOE TITLE SERVICES, INC.,
	ST. JOE TITLE SERVICES, LLC,
	TAW HOLDING INC.,
	TEXAS AMERICAN TITLE COMPANY,


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	 TEXAS AMERICAN TITLE COMPANY OF AUSTIN,
 TITLE RESOURCE GROUP AFFILIATES HOLDINGS, INC.,
 TITLE RESOURCE GROUP HOLDINGS, INC.,
 TITLE RESOURCE GROUP SERVICES CORPORATION,
 TITLE RESOURCES INCORPORATED,
 WEST COAST ESCROW CLOSING CO.,
 WEST COAST ESCROW COMPANY,
 WILLIAM ORANGE REALTY, INC.,
 ALLMON, TIERNAN & ELY, INC.,
 BATJAC REAL ESTATE CORP.,
 CHARTER TITLE, LLC,
 COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES,
LTD.,
 COLDWELL BANKER CORPORATION,
 COLDWELL BANKER PACIFIC PROPERTIES, LTD.,
 NRT HAWAII REFERRAL, LLC,
 NRT INCORPORATED,
 NRT INSURANCE AGENCY, INC.,
 NRT NEW YORK, INC.,
 ONCOR INTERNATIONAL LLC,
 PACIFIC PROPERTIES REFERRALS, INC.,
 REALOGY GLOBAL SERVICES, INC.,

SCRANTON ABSTRACT, LLC,
 SOTHEBY’S INTERNATIONAL REALTY REFERRAL
COMPANY, LLC,
 TBR SETTLEMENT SERVICES, LLC,
 TEXAS AMERICAN TITLE COMPANY OF CORPUS CHRISTI,
 TITLE RESOURCE GROUP LLC,


























		
	by	 	 /s/ Anthony E. Hull

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


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	REALOGY FRANCHISE FINANCE, INC.,
		
	by	 	 /s/ Anthony E. Hull

	Name:	 	Anthony E. Hull
	Title:	 	President


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	 APEX REAL ESTATE INFORMATION SERVICES, LLC,
 C21 TM CORP.,
 CB TM CORP.,
 ERA TM CORP.,
 REALOGY LICENSING, INC.,
 SUMMIT ESCROW,
 TERRAMAR GUARANTY TITLE & TRUSt, INC.,







		
	by	 	 /s/ Joseph J. Huber

	Name:	 	Joseph J. Huber
	Title:	 	Senior Vice President, Tax


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	CDRE TM CORP.,
		
	by	 	 /s/ Joseph J. Huber

	Name:	 	Joseph J. Huber
	Title:	 	Senior Vice President


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	SOTHEBY’S INTERNATIONAL REALTY
LICENSEE CORPORATION,
		
	by	 	 /s/ Greg Macres

	Name:	 	Greg Macres
	Title:	 	President


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	FSA MEMBERSHIP SERVICES, LLC,
		
	by	 	 /s/ Michael R. Piccola

	Name:	 	Michael R. Piccola
	Title:	 	Vice President


 [Signature Page to the Guarantee and Collateral Agreement] 








			
	 JPMORGAN CHASE BANK, N.A.,
 as Administrative
Agent,

		
	By:	 	/s/    Marian N. Schulman
	Name:	 	Marian N. Schulman
	Title:	 	Managing Director


 [Signature Page to the Guarantee and Collateral Agreement] 







 Exhibit I to the 
 Guarantee and Collateral Agreement 
  

			
		 	SUPPLEMENT NO. [·] (this “Supplement”) dated as of [·], 20[·][·] to the Guarantee and Collateral Agreement dated as of April 10, 2007 (the “Collateral Agreement”), among DOMUS INTERMEDIATE HOLDINGS CORP. (“Holdings”), REALOGY
CORPORATION (the “Borrower”), each Grantor identified therein and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacity, the “Administrative Agent”) for the Secured
Parties (as defined therein).

 A. Reference is made to the Credit Agreement dated as of April 10, 2007 (as amended,
restated, supplemented, waived or otherwise modified from time to time, the “Credit Agreement”), among Holdings, the Borrower, the Lenders party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent
and collateral agent for the Lenders, and the other parties thereto. 
 B. Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to such terms in the Credit Agreement or the Collateral Agreement referred to therein, as applicable. 
 C.
The Borrower, Holdings and each of the Subsidiary Loan Parties (the “Grantors”) have entered into the Collateral Agreement in order to induce the Lenders to make Loans and the Issuing Banks to issue Letters of Credit.
Section 7.16 of the Collateral Agreement provides that additional Subsidiaries of the Borrower may become Guarantors and 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 Credit Agreement to become a Guarantor and a Grantor under the Collateral Agreement in order to induce the
Lenders to make additional Loans and the Issuing Banks to issue additional Letters of Credit and as consideration for Loans previously made and Letters of Credit previously issued. 
 Accordingly, the Administrative 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 and a Guarantor under the Collateral Agreement with the same force and effect as if
originally named therein as a Grantor and a Guarantor and the New Grantor hereby (a) agrees to all the terms and provisions of the Collateral Agreement applicable to it as a Grantor and a Guarantor thereunder and (b) represents and
warrants that the representations and warranties made by it as a Grantor and a Guarantor 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 Loan Obligations [and Note Obligations], does hereby create and grant to the Administrative Agent, its successors and assigns, for the benefit of the applicable 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 Collateral (as 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 Administrative 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]. [If applicable:] The guarantee of the New Grantor giving a guarantee other than in respect of its Subsidiary is subject to the following limitations: 
 (a) If the New Grantor is incorporated in [·] and is giving a guarantee other than in respect of its Subsidiary, those
limitations set out in paragraph [·] of Section 2.06 of the Collateral Agreement shall also apply in relation to the New Grantor; and 
 (b) [if the New Grantor is incorporated in any other jurisdiction, is giving a guarantee other than in respect of its Subsidiary and limitations other than those set out in Section 2.06 of the Collateral
Agreement] are agreed in respect of the New Grantor, insert guarantee limitation wording for 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 Administrative Agent shall have received counterparts of this Supplement that, when taken together, bear the signatures of the New Grantor and the Administrative Agent. Delivery of
an executed signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 
 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. 
  

 2 








 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 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 10.01 of the Credit Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrower as provided in Section 10.01 of the Credit Agreement. 
 SECTION 11. The New Grantor agrees to reimburse the Administrative 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 Administrative Agent. 
  

 3 








 IN WITNESS WHEREOF, the New Grantor and the Administrative 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:


  

 4 









			
	JPMORGAN CHASE BANK, N.A., as
Administrative Agent,
		
	by	 	  

	Name:	 	
	Title:	 	


  

 5 








 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 Guarantee 
 and Collateral Agreement 
 EXECUTION COPY 
 FIFTH OMNIBUS AMENDMENT 
 (Apple Ridge) 
 THIS Fifth Omnibus Amendment (this “Agreement”) is entered into this 10th day of April, 2007 for the purpose of making amendments to the documents described in this Agreement. 
 WHEREAS, this Agreement is among (i) Cartus Corporation, a Delaware corporation (“Cartus”), (ii) Cartus Financial Corporation,
a Delaware Corporation (“CFC”), (iii) Apple Ridge Services Corporation, a Delaware corporation (“ARSC”), (iv) Apple Ridge Funding LLC, a limited liability company organized under the laws of the State of
Delaware (the “Issuer”), (v) Realogy Corporation, a Delaware Corporation (“Realogy” or the “Performance Guarantor”), (vi) The Bank of New York, as successor to JPMorgan Chase Bank, N.A., a
banking corporation organized and existing under the laws of New York, as successor Indenture Trustee. (the “Indenture Trustee”), (vii) The Bank of New York, a New York state banking corporation (the “Paying Agent”),
as paying agent, authentication agent and transfer agent and registrar, (vii) the Conduit Purchasers, Committed Purchasers and Managing Agents party to the Note Purchase Agreement defined below, and (ix) Calyon New York Branch
(“Calyon”), as Administrative Agent and Lead Arranger (the “Administrative Agent”). 
 WHEREAS, this
Agreement relates to the following documents (as such documents have previously been amended): 
  

	 	•	 	 Purchase Agreement dated as of April 25, 2000 (the “Purchase Agreement”) by and between Cartus and CFC; 


  

	 	•	 	 Receivables Purchase Agreement dated as of April 25, 2000 (the “Receivables Purchase Agreement”) by and between CFC and ARSC;



  

	 	•	 	 Master Indenture dated as of April 25, 2000 (the “Master Indenture”) among the Issuer, the Indenture Trustee and the Paying Agent;



  

	 	•	 	 Transfer and Servicing Agreement dated as of April 25, 2000 (the “Transfer and Servicing Agreement”) by and between ARSC, as transferor,
Cartus, as originator and servicer, CFC, as originator, the Issuer, as transferee and the Indenture Trustee; 


  

	 	•	 	 Performance Guaranty dated as of May 12, 2006 executed by Realogy in favor of CFC and the Issuer (the “Performance Guaranty”).



 WHEREAS, the Purchase Agreement, the Receivables Purchase Agreement, the Master Indenture, the Transfer and Servicing
Agreement and the Performance Guaranty are, in this Agreement, collectively the “Affected Documents”; 







 WHEREAS, terms used in this Agreement and not defined herein shall have the meanings assigned to such
terms in the Purchase Agreement, and, if not defined therein, as defined in the Master Indenture. 
 NOW, THEREFORE, the parties hereto
hereby recognize and agree: 
  

	 	1.	Amendments to Purchase Agreement. Effective as of the date hereof, the Purchase Agreement is hereby amended as follows: 

  

	 	a.	The definition of “Eligible Contract” in Appendix A is hereby amended to delete the reference to “in effect on the date of this Agreement” and substitute
therefor “in effect on April 10, 2007”. 

  

	 	b.	The definition of “Eligible Obligor” in Appendix A is hereby amended to add, at the conclusion of clause (b), the following: “unless such Obligor qualifies as
an Eligible Governmental Obligor”. 

  

	 	c.	Appendix A is further amended to insert, in the proper alphabetical location, the following new definitions: 

 “Eligible Governmental Obligor” shall mean the Federal Deposit Insurance Corporation, the United States Postal Service, and any other
governmental obligor which is party to a Guaranteed Government Contract and is specifically approved in writing by the Buyer, the Issuer and the Majority Investors as an “Eligible Governmental Obligor”. 
 “Guaranteed Government Contract” shall mean any Relocation Management Agreement between Cartus and an Eligible Governmental Obligor
which qualifies as an Eligible Contract and which has been designated as a Pool Relocation Management Agreement under the Purchase Agreement.” 
  

	 	d.	Section 7.3(j) is hereby amended to delete therefrom the phrase “to a Person that has executed and delivered an Acknowledgment Letter in favor of the Originator and the
Buyer and its successors and assigns, including any Series Enhancer” and to substitute therefor the phrase “the terms of which include acknowledgment provisions in substantially the form of Exhibit 7.3(j) hereto.”


  

	 	e.	Exhibit 7.3(j) is hereby amended and restated in its entirety as attached on Exhibit 7.3(j) hereto. 

  

	 	2.	Amendments to Receivables Purchase Agreement. Effective as of the date hereof, the Receivables Purchase Agreement is hereby amended as follows: 

  

	 	a.	Appendix A is hereby amended to insert, in the proper alphabetical location, the following definitions: 

 “CRC” shall mean Cartus Relocation Corporation, a wholly-owned subisdiary of Cartus. 
  

 2 








 “Governmental Receivable” shall mean any Receivable arising under or in
connection with a Government Guaranteed Contract. 
 “Kenosia” shall mean Kenosia Funding LLC, a wholly-owned
subsidiary of CRC. 
  

	 	b.	The definition of “Eligible Receivable” in Appendix A is hereby amended to add, at the conclusion thereof the following: “The term “Eligible
Receivable” shall also include each Governmental Receivable which (i) is acquired by Seller from Kenosia and CRC pursuant to documentation which is in form and substance reasonably satisfactory to the Buyer, and its assigns, including the
Issuer and the Majority Investors, (ii) is in existence on the date the related Guaranteed Government Contract became a Pool Relocation Management Agreement and (iii) would qualify as an Eligible Receivable but for the fact that such
Governmental Receivable was not acquired by Seller from the Originator under the Purchase Agreement and, in the case of any Governmental Receivable arising out of or with respect to Equity Payments, Mortgage Payments and Mortgage Payoffs, such
Receivable was originated by CRC and not by Seller.” 

  

	 	c.	Section 2.1(a) of the Receivables Purchase Agreement is modified by deleting clause (ii) in its entirety and substituting the following therefor: “(ii) all
Receivables arising out of or with respect to Equity Payments, Mortgage Payments and Mortgage Payoffs made by the Seller in respect of Home Purchase Contracts to which CFC is a party from and after the Closing Date and all Governmental Receivables
acquired by the Seller from Kenosia and/or CRC (collectively, the “Seller Receivables”);”. 

  

	 	d.	Section 7.3(j) of the Receivables Purchase Agreement is modified by adding at the conclusion thereof: “Notwithstanding the foregoing, Seller shall be allowed to acquire
Governmental Receivables from Kenosia and CRC, so long as (i) any such acquisition is pursuant to an assignment agreement which is in form and substance reasonably satisfactory to the Buyer and its assigns, including the Issuer and the Majority
Investors and (ii) on or prior to the date of such acquisition, all UCC financing statements filed against the Seller shall be amended to reflect the inclusion of such Governmental Receivables in the Seller Receivables.”


  

	 	3.	Amendments to Master Indenture. Effective as of the date hereof, the Master Indenture is hereby amended as follows: 

  

	 	a.	The definition of “Aggregate Adjustment Amount” in Section 1.01 is hereby amended and restated in its entirety as follows: 

 “Aggregate Adjustment Amount” shall mean, as of any date of determination, an amount equal to the sum of (a) the
Overconcentration Amount, (b) the Excess Longer Term Receivable Amount, (c) the Excess Special Homes Receivables Amount, (d) the amount, if any, by which the aggregate Unpaid Balance of all Eligible Receivables relating to Homes that
have been owned by CFC which are 

  

 3 








 
more than 450 but less than 540 days exceeds 1.50% of the sum of the Aggregate Employer Balances of all Eligible Receivables (other than Defaulted
Receivables) as of the last day of the Monthly Period immediately preceding the date of calculation plus (e) the amount by which (i) the aggregate Unpaid Balance of all Eligible Receivables relating to Homes that have been owned by CFC
which are more than 365 but less than 540 days, less the amount calculated under clause (d) above, exceeds (ii) 5.00% of the sum of the Aggregate Employer Balances of all Eligible Receivables (other than Defaulted Receivables) as of the
last day of the Monthly Period immediately preceding the date of calculation plus (f) the aggregate Unpaid Balance of all Eligible Receivables relating to Homes that have been owned by CFC more than 540 days as of the last day of the Monthly
Period immediately preceding the date of calculation. 
  

	 	b.	The definition of “Overconcentration Amount” in Section 1.01 is hereby amended and restated in its entirety as follows: 

 “Overconcentration Amount” shall mean, as of any date of determination, an amount equal to the sum of: (a) the
greater of: (i) the excess, if any, of (A) the aggregate Modified Receivable Balances owing by (or, if less, the Obligor Limits of) the Obligors (excluding Eligible Governmental Obligors) who are the Obligors in respect of the five largest
aggregate Modified Receivable Balances over (B) an amount equal to 22.5% of the Aggregate Receivable Balance, and (ii) the excess, if any, of (A) the aggregate Modified Receivable Balances owing by (or, if less, the Obligor Limits of)
the Obligors (excluding Eligible Governmental Obligors) who are the Obligors in respect of the ten largest aggregate Modified Receivable Balances over (B) an amount equal to 30% of the Aggregate Receivable Balance; (b) the sum of the
aggregate amount with respect to each Obligor (excluding Eligible Governmental Obligors) of the excess, if any, of (i) the aggregate Modified Receivable Balance owing by such Obligor over (ii) the Obligor Limit with respect to such Obligor
and (c) the amount by which the aggregate Modified Receivable Balances owing by all Eligible Governmental Obligors exceeds 10% of the Aggregate Receivable Balance. 
  


	 	4.	Amendments to Transfer and Servicing Agreement. Effective as of the date hereof, the Transfer and Servicing Agreement is hereby amended as follows: 


 

	 	a.	Section 1.01 is hereby amended to insert, in the appropriate alphabetical order, the following: 

 “Leverage Ratio” shall mean on any date, the ratio of (a) Total Senior Secured Net Debt as of such date to (b) EBITDA
for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA shall be determined for the relevant Test Period on
a Pro Forma Basis. Capitalized Terms used in this definition shall have the meaning set forth in the Realogy Credit Agreement as in effect on April 10, 2007, without giving effect to any subsequent amendments. 
  

 4 








 “Realogy Credit Agreement” shall mean that certain Credit
Agreement dated as of April 10, 2007 among Domus Intermediate Holdings Corp., Realogy, the lenders and other financial institutions party thereto and JP Morgan Chase Bank, N.A., as Administrative Agent. 
 “Weekly Activity Report” shall have the meaning provided in Section 3.07(d). 
 “Weekly Reporting Event” shall mean that, commencing with the quarter ending June 30, 2007, the Leverage Ratio as of the end
of such fiscal quarter exceeds the applicable ratio set forth below: 
  

			
	 Fiscal Quarter Ending
	  	Senior Secured
Leverage Ratio
	 June 30, 2007
	  	6.00:1.00
		
	 September 30, 2007
	  	6.00:1.00
		
	 December 31, 2007
	  	6.00:1.00
		
	 March 31, 2008
	  	5.10:1.00
		
	 June 30, 2008
	  	5.10:1.00
		
	 September 30, 2008
	  	5.10:1.00
		
	 December 31, 2008
	  	5.10:1.00
		
	 March 31, 2009
	  	5.10:1.00
		
	 June 30, 2009
	  	5.10:1.00
		
	 September 30, 2009
	  	4.75:1.00
		
	 December 31, 2009
	  	4.75:1.00
		
	 March 31, 2010
	  	4.75:1.00
		
	 June 30, 2010
	  	4.75:1.00
		
	 September 30, 2010
	  	4.75:1.00
		
	 December 31, 2010
	  	4.75:1.00
		
	 March 31, 2011 and thereafter
	  	4.50:1.00

  

	 	b.	Section 3.07 is hereby amended by inserting at the conclusion thereof the following new Section 3.07(d): 

 “(d) If as of the end of any fiscal quarter a Weekly Reporting Event has occurred, the Servicer shall, commencing on the applicable
“Weekly Reporting Commencement Date” specified below and continuing until no such Weekly Reporting Event exists for two consecutive fiscal quarters, prepare and deliver to Cartus, CFC, the Transferor, the Issuer, the Indenture
Trustee, each Series 

  

 5 








 
Enhancer and each Administrative Agent under any Series of Variable Funding Notes, on or before the fifth Business Day of each calendar week, a report with
respect to the last Business Day of the preceding week, substantially in the form provided in the related Supplement or in such other form as is reasonably acceptable to the Issuer (each such report, a “Weekly Activity Report”).
Such Weekly Activity Report shall include (i) a certification that, to the best of the Servicer’s knowledge, no Unmatured Servicer Default or Servicer Default has occurred and is continuing or, if any such event has occurred and is
continuing, a description of such event and the action, if any, that the Servicer proposes to take with respect thereto and (ii) a calculation of the Adjusted Aggregate Receivable Balance based on the most recently available interim reporting
derived from financial system-generated data in the Servicer’s financial records. As used herein, the “Weekly Reporting Commencement Date” shall mean: (1) with respect to any Weekly Reporting Event which occurs during
calendar year 2007 or if the first such Weekly Reporting Event occurs as of the end of a fiscal year, the week immediately following the 135th calendar day after the end of the relevant fiscal quarter; (2) with respect to any other Weekly
Reporting Event occurring as of the end of a fiscal year or if the first such Weekly Reporting Event occurs as of the end of any fiscal quarter after calendar year 2007, the week immediately following the 90th calendar day after the end of the
relevant fiscal quarter and (3) otherwise, the week immediately following the 45th calendar day after the end of the relevant fiscal quarter.” 
  

	 	c.	Section 3.09 is hereby amended to delete therefrom the phrase “a firm of nationally recognized independent public accountants (who may also render other services to the
Servicer, the Issuer, CMSC, CMF or the Transferor)” and to substitute therefor the phrase “Protiviti (or such other auditor acceptable to the financial institution acting as administrative agent for the Majority Investors”).
Section 3.09 is further amended to add at the conclusion thereof: “Notwithstanding the foregoing, so long as the Series 2007-1 Notes are the only Notes issued under the Indenture and the Servicer complies with the audit provisions set
forth in Section 5.01(g) of the related Note Purchase Agreement, the Servicer shall not be required to comply with the foregoing provisions of this Section 3.09.” 

  

	 	d.	Section 3.10(a) is hereby amended to delete therefrom the phrase “Receivables Activity Report” and substitute therefor the phrase “Receivables Activity Report
and Weekly Activity Report, if applicable”. 

  

	 	e.	Section 7.04 is hereby amended to delete therefrom the phrase “Receivables Activity Report” and substitute therefor the phrase “Receivables Activity Report,
Weekly Activity Report”. 

  

	 	f.	Section 9.01(a) is hereby amended to delete therefrom the phrase “Receivables Activity Report” and substitute therefor the phrase “Receivables Activity Report or
Weekly Activity Report, if applicable”. 

  

 6 









	 	g.	Section 9.01(f) is hereby amended and restated in its entirety as follows: 

 “(f) (i) Failure of the Servicer or the Performance Guarantor to pay any principal and/or interest in respect of any
Indebtedness under the Realogy Credit Agreement or under any other indenture or agreement governing any Indebtedness the principal amount of which exceeds $25,000,000 and such failure shall continue beyond the applicable grace period, if any,
specified in the agreement or instrument governing such Indebtedness; or (ii) the default by the Servicer or the Performance Guarantor in the performance of any term, provision or condition contained in any agreement described in clause
(i) above, or the existence of any event or condition with respect to any Indebtedness arising under any such agreement, if the effect of such default, event or condition is to cause, or permit the holder of such Indebtedness to cause, such
Indebtedness to become due prior to its stated maturity, including without limitation the occurrence of any “Event of Default” under the Realogy Credit Agreement; or (iii) any Indebtedness of the Servicer or the Performance Guarantor
in a principal amount exceeding $25,000,000 shall be declared to be due and payable or is required to be prepaid (other than by a regularly scheduled payment or a mandatory redemption or prepayment provision) prior to the scheduled date of maturity
thereof.” 
  

	 	h.	Section 9.05 is hereby amended and restated in its entirety as follows: 

 (a) If (i) Cartus is the Servicer, and (ii) the “Average Days in Inventory” (as defined below) is more than 120 days, the Issuer will be obligated to establish an account (the “Marketing
Expenses Account”) to be established with, and pledged to, the Indenture Trustee and maintain on deposit therein, an amount at least equal to the Required Marketing Expenses Account Amount described below. On any day that the amount on
deposit in the Marketing Expenses Account is less than the Required Marketing Expenses Account Amount, the Issuer will be required to deposit an amount into the Marketing Expenses Account equal to such shortfall. On any Distribution Date that the
amount on deposit in the Marketing Expenses Account exceeds the Required Marketing Expenses Account Amount, the Issuer will be permitted to withdraw such excess, and any amount so withdrawn shall be transferred to the Collection Account. 

(b) The Indenture Trustee will be permitted to withdraw funds from the Marketing Expenses Account (i) if Cartus is the Servicer, to pay for the
cost of maintaining and marketing the Homes to the extent that Cartus as Servicer has failed to pay such costs, (ii) to reimburse a successor Servicer for the cost of maintaining and marketing the Homes, but only to the extent such costs were
actually incurred, but not paid, by Cartus while acting as the Servicer or to the extent that such costs are attributable to Cartus’ breach of its duties as the Servicer prior to the appointment of a successor Servicer and (iii) to cover
the costs of transition of servicing from Cartus to such successor Servicer. Payment of such costs from the Marketing Expenses Account shall not be deemed to be payment by the Servicer and shall not relieve the Servicer from any liability therefor
under the other provisions of this Agreement. 
  

 7 









	 	5.	Amendments to Performance Guaranty. Effective as of the date hereof, the Performance Guaranty is hereby amended as follows: 

  

	 	a.	The definition of “Obligations” in Section 1 is hereby amended to delete therefrom the phrase “(including Cartus’ obligation to fund the Marketing
Expenses Account as and when required under the Transfer and Servicing Agreement)”. 

  

	 	6.	Inclusion of Receivables Assigned from Kenosia Funding LLC and Cartus Relocation Corporation. All of the parties hereto acknowledge and agree that, as a result of the
amendments to Section 2.1(a) to the Receivables Purchase Agreement set forth herein, the definition of “Seller Receivables” in the Receivables Purchase Agreement may include certain Receivables (the “Acquired
Receivables”) which were neither sold by Cartus to CFC under the Purchase Agreement nor originated by CFC. The parties hereto acknowledge and agree that, for all purposes of the Affected Documents, (i) the Acquired Receivables shall be
considered to be CFC Receivables originated by CFC, and shall be deemed to be included in the ARSC Purchased Assets transferred to the Issuer and (ii), notwithstanding anything to the contrary in the Affected Documents, CFC shall be allowed to enter
into an assignment agreement with each of Cartus, Kenosia and CRC, the form of which has been approved in writing by the Majority Investors, and to consummate the transfer of the Acquired Receivables along with the Related Property relating to such
Acquired Receivables (collectively, the “Acquired Assets”) on the terms and conditions set forth therein. Such conditions shall include evidence of compliance with the Federal Assignment of Claims Act and confirmation from the
Rating Agencies that the commercial paper ratings of the Conduit Purchasers under the Note Purchase Agreement will not be reduced or withdrawn by reason of such transaction. The parties hereto further acknowledge and agree that, so long as such
Acquired Receivables satisfy all other criteria set forth in the definition of “Eligible Receivable”, such Acquired Receivables shall constitute Eligible Receivables within the meaning of the Receivables Purchase Agreement, the Transfer
and Servicing Agreement and the Indenture notwithstanding the fact that such Acquired Receivables were neither sold to CFC under the Purchase Agreement nor otherwise originated by CFC. 

  

	 	7.	Each of the parties hereto acknowledges that one or more of Cartus, CFC and ARSC may elect to convert their status from that of a Delaware corporation to that of a Delaware limited
liability company, either by filing a certificate of conversion with the Delaware Secretary of State or by merging with and into a newly formed Delaware limited liability company (such conversion or merger, as applicable, being herein called a
“Conversion”). Each of the parties hereto agrees that, notwithstanding any covenants in the Affected Documents requiring Cartus, CFC or ARSC to maintain its “corporate existence”, such entity shall be allowed to effect a
Conversion subject to the conditions that: 

 (i) (x) the Person formed by such Conversion (any such
Person, the “Surviving Entity”) is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving 

  

 8 








 
Entity expressly assumes, by an agreement in form and substance satisfactory to the applicable transferee and its assignees, performance of every covenant
and obligation of such Person under the Transaction Documents to which such Person is a party and (z) such Surviving Entity delivers to the other parties hereto an opinion of counsel that such Surviving Entity is duly organized and validly
existing under the laws of its organization, has duly executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable against such Surviving Entity in
accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the parties hereto may reasonably request; 
 (ii) all actions necessary to maintain the perfection of the security interests or ownership interests created by such Person under the
Transaction Documents to which such Person is a party in connection with such Conversion shall have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the parties hereto; 
 (iii) so long as such Person is the Servicer, no Servicer Default or Unmatured Servicer Default is then occurring or would result from
such Conversion; 
 (iv) in the case of a Conversion of CFC or ARSC, (x) the organizational documents of any Surviving
Entity with respect to CFC or ARSC shall contain limitations on its business activities and requirements for independent directors or managers substantially equivalent to those set forth in its current organizational documents, and (y) Orrick
Herrington & Sutcliffe shall have delivered an opinion of counsel reasonably satisfactory to the other parties hereto that such Conversion will not, in and of itself, alter the conclusions set forth in its opinions previously issued in
connection with the Transaction Documents with respect to true sale matters, substantive consolidation matters and bankruptcy issues relating to “home sale proceeds” (to the extent such opinions relate to such Person); and 
 (v) each party hereto shall have received such other documents as such party may reasonably request. 
 In connection with any such Conversion and the resulting change in name of such entity, Cartus, CFC and/or ARSC, as applicable, shall be
required to comply with the name change covenants in the Transaction Documents, except that to the extent 30 days prior written notice of the name change is required, such notice period shall be reduced to five Business Days. 
 From and after any such Conversion effected in compliance with the above conditions, (a) all references in the Transaction Documents
to any Person which has altered its corporate structure to become a limited liability company shall be deemed to be references to the Surviving Entity as successor to such Person, (b) all representations, warranties and covenants in the
Transaction Documents which state that any of Cartus, CFC or ARSC is or is required to be a corporation shall be deemed 

  

 9 








 
to permit and require the Surviving Entity to be a limited liability company, (c) all references to such Person’s certificate of incorporation,
other organizational documents, capital stock, corporate action or other matters relating to its corporate form will be deemed to be references to the organizational documents and analogous matters relating to limited liability companies,
(d) all references to such Person’s directors or independent directors will be deemed to be references to the Surviving Entity’s directors, independent directors, managers or independent managers, as the case may be and (e) no
representation, warranty or covenant in any Transaction Document shall be deemed to be breached or violated solely as a result of the fact that the Surviving Entity in any Conversion may be disregarded as a separate entity for state, local or
federal income tax purposes. 
  

	 	8.	Conditions Precedent. This Agreement shall be effective upon satisfaction of the following conditions precedent: 

  

	 	a.	the Series 2007-1 Supplement between the Issuer and the Indenture Trustee and the Series 2007-1 Note Purchase Agreement executed by and among the Issuer, the Servicer, the financial
institutions and commercial paper conduits party thereto, and Calyon, as Administrative Agent and Lead Manager, shall each have become effective in accordance with their respective terms and the Series 2007-1 Note Purchaser shall have funded an
amount sufficient to repay in full the Notes outstanding under the Series 2005-1 Supplement; and 

  

	 	b.	the Indenture Trustee shall have previously received (a) counterparts of the signature pages hereto executed by all parties hereto and (b) the consent of the Managing
Agents representing the Majority Investors to the execution of this Agreement, which consent shall be evidenced by their execution of the signature pages attached to this Agreement. 

  

	 	9.	GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 

  

	 	10.	Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute one and the same agreement. 

  

	 	11.	 References to and Effect on Affected Documents. Upon the effectiveness of this Agreement: (i) all references in any Affected Document to “this
Agreement”, “hereof”, “herein” or words of similar effect referring to such Affected Document shall be deemed to be references to such Affected Document as amended by this Agreement; (ii) each reference in any of the
Affected Documents to any other Affected Document and each reference in any of the other Transaction Documents to any of the Affected Documents shall each mean and be a reference to such Affected Document as amended by this Agreement; and
(iii) each reference in any Transaction 



  

 10 









	 	 
Document to any of the terms or provisions of an Affected Document which are redefined or otherwise modified hereby shall mean and be a reference to such
terms or provisions as redefined or otherwise modified by this Agreement; provided, that, notwithstanding the foregoing or any other provisions of this Agreement , the amendments contained in this Agreement shall not be effective to
(x) modify on a retroactive basis any representations or warranties previously made under any Affected Document with respect to Receivables transferred or purported to have been transferred prior to the date hereof, which representations and
warranties shall continue to speak as of the dates such Receivables were transferred and based on the terms and provisions of the Affected Documents as in effect at such time or (y) otherwise modify the terms of any transfer or purported
transfer of any Receivable transferred or purported to be transferred pursuant to an Affected Document prior to the date herein. 


  

	 	12.	No Waiver. This Agreement shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Affected Documents other than as set forth
herein, each of which Affected Document, as modified hereby, remains in full force and effect and is hereby reaffirmed, ratified and confirmed. 

  

	 	13.	Direction to Indenture Trustee. By its signature hereto each of Calyon, Atlantic Asset Securitization LLC and LaFayette Asset Securitization LLC (collectively, the
“Investor Parties”) hereby represent that: (i) they constitute all of the Managing Agents and the Investors in Series 2007-1, respectively, and therefore that, upon the execution of this Agreement by each such Investor Party,
the “Rating Agency Condition” under the Series 2007-1 Supplement has been satisfied for the execution and delivery of this Agreement and the Series 2007-1 Supplement. Each Investor Party further represents, based on the Issuer’s
representations in paragraph 14 below, that upon the payment in full of the Series 2005-1 Notes they constitute the “Majority Investors” for purposes of authorizing any amendment or supplemental indentures under Section 10.02 of the
Indenture. Accordingly, each Investor Party hereby requests and directs the Indenture Trustee to agree, consent to and accept this Agreement and to execute and deliver the Series 2007-1 Supplement. For the purposes of the signature pages hereto, the
term “Investor” is synonymous with the term “Noteholder” as defined in the Master Indenture. Each Conduit Purchaser party hereto further represents and warrants that (i) it is the beneficial owner of the Series 2007-1 Notes
currently outstanding issued in its favor; (ii) it is duly authorized to consent to this Agreement and to direct the Indenture Trustee as set forth herein; and (iii) its authorization has not been granted or assigned to any other person or
entity. 

  

	 	14.	Issuer Representations re Outstanding Series. The Issuer represents and warrants that, after giving effect to the initial funding under the Series 2007-1 Supplement, the
Secured Variable Funding Notes, Series 2005-1 (the “Series 2005-1 Notes”) will no longer be outstanding and the Series 2007-1 Notes are the only Notes outstanding under the Master Indenture, and the Issuer hereby requests and
directs the Indenture Trustee to agree, consent to and accept this Agreement and to execute and deliver the Series 2007-1 Supplement. 

  

 11 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the date first above written. 
  

					
	CARTUS CORPORATION
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	CARTUS FINANCIAL CORPORATION
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	APPLE RIDGE SERVICES CORPORATION
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	APPLE RIDGE FUNDING LLC
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	REALOGY CORPORATION
		
	By:	 	/s/ Seth Truwit
		 	Name:	 	Seth Truwit
		 	Title:	 	


 S-1 
 Signature Page to Fifth Omnibus Amendment 
 April 2007 








					
	THE BANK OF NEW YORK, as Successor Indenture Trustee and Paying Agent
		
	By:	 	/s/ Gregory J. Weachock
		 	Name:	 	Gregory J. Weachock
		 	Title:	 	Assistant Treasurer


 S-2 
 Signature Page to Fifth Omnibus Amendment 
 April 2007 








			
	CALYON NEW YORK BRANCH, as Administrative Agent and a Managing Agent and as a Committed Purchaser
		
	By:	 	/s/ Jerome LeJamtel



			
	Name:	 	Jerome LeJamtel
	Title:	 	Managing Director



			
		
	By:	 	/s/ Kostantina Kourmpetis



			
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director
	
	ATLANTIC ASSET SECURITIZATION LLC, as a Conduit Purchaser



			
		
	By:	 	/s/ Jerome LeJamtel



			
	Name:	 	Jerome LeJamtel
	Title:	 	Managing Director



			
		
	By:	 	/s/ Kostantina Kourmpetis



			
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director
	
	LAFAYETTE ASSET SECURITIZATION LLC, as a Conduit Purchaser



			
		
	By:	 	/s/ Jerome LeJamtel



			
	Name:	 	Jerome LeJamtel
	Title:	 	Managing Director



			
		
	By:	 	/s/ Kostantina Kourmpetis



			
	Name:	 	Kostantina Kourmpetis
	Title:	 	Managing Director


 S-3 
 Signature Page to Fifth Omnibus Amendment 
 April 2007 







 ACKNOWLEDGMENT PROVISIONS FOR APPLE RIDGE FUNDING, LLC 
 For purposes of this Section             , capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Transfer and Servicing Agreement, dated April 25, 2000, among Apple Ridge Services Corporation (“ARSC”), Cartus Corporation (“Cartus”),
Cartus Financial Corporation (“CFC”), Apple Ridge Funding LLC (“ARF”) and The Bank of New York (the “Indenture Trustee”), or, if not defined therein, as assigned to such terms in the “Purchase
Agreement,” “Receivables Purchase Agreement” referred to therein, in each case as each such agreement has been amended by (i) that certain Amendment, Agreement and Consent dated December 20, 2004, (ii) that certain
Second Omnibus Amendment dated January 31, 2005; (iii) that certain Amendment, Agreement and Consent dated January 30, 2006, (iv) that certain Third Omnibus Amendment and Agreement dated May 12, 2006, (v) that certain
Fourth Omnibus Amendment dated November 29, 2006 and (vi) that certain Fifth Omnibus Amendment dated April 10, 2007. Subsequent references in this Section              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 execution of the Credit Agreement (or its Assignment and Acceptance) and/or its acceptance of the benefits of this Agreement acknowledges and agrees, as follows, solely in its capacity as a Secured Party: 
 (a) Each Secured Party hereby acknowledges that (i) 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 and (ii) 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 (iii) 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, pledging such Pool Receivables to the
Indenture Trustee and such other activities as it deems necessary or appropriate to carry out such activities. 
 (b) Each Secured Party
hereby acknowledges and agrees that (i) 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 Pool Receivables, including any Related Property relating thereto, any proceeds thereof or earnings thereon (collectively, the “Pool Assets”), (ii) none of CFC, ARSC or ARF is a Loan Party,
(iii) such Secured Party is not a creditor of, and has no recourse to, CFC, ARSC or ARF pursuant to the Credit Agreement or any other Loan Document, and (iv)








 
such Secured Party has no lien on or claim, contractual or otherwise, arising under the Credit Agreement or any other Loan 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. 
 (c) 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 Notes provided, that
the foreoging 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         ) permitted or required by
applicable laws with respect to any insolvency proceeding instituted against CFC, ARSC or ARF by any other person. 
 (d) 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 or 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 Indenture
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 Indenture Trustee and the Noteholders
until all amounts owing under the Indenture shall have been paid in full, and the Secured Parties agree to turn over to the Trustee any amounts received contrary to the provisions of this clause (d). 
 (e) Each Secured Party hereby covenants and agrees that it will not agree to any amendment, supplement or other modification of this Section
             without the prior written consent of the Trustee. Each Secured Party further agrees that the provisions of this Section
             are made for the benefit of, and may be relied upon and enforced by, the Trustee and that the Trustee shall be a third party beneficiary of this Section
            . 







 Exhibit III to the Guarantee 
 and Collateral Agreement 
 EXECUTION COPY 
 FIFTH OMNIBUS AMENDMENT AND 
 AGREEMENT 
 (Kenosia) 
 This Fifth Omnibus Amendment and
Agreement (this “Agreement”) is entered into this 10th day of April 2007 for the purpose of amending the terms of the Secured Variable Funding Notes, Series 2002-1 (the “Series 2002-1 Notes”) and the Affected
Documents described below and for the purpose of making amendments to the documents described in this Agreement related to the Series 2002-1 Notes. 
 WHEREAS, this Agreement is among (i) Cartus Corporation, a Delaware corporation (“Cartus”), (ii) Cartus Relocation Corporation, a Delaware corporation (“CRC”), (iii) Kenosia Funding, LLC, a
limited liability company organized under the laws of the State of Delaware (the “Issuer”), (iv) The Bank of New York, a New York state banking corporation, as trustee (“Trustee”) under the Indenture described
below and at the direction of Calyon New York Branch (“Calyon”) as “Administrative Agent” and as “Managing Agent” on behalf of Atlantic Asset Securitization LLC (“Atlantic”) the sole holder of
the Series 2002-1 Notes, (v) Atlantic, as the purchaser, (vi) Calyon, as a committed purchaser of the Series 2002-1 Notes and (vii) Realogy Corporation (“Realogy”) as performance guarantor (the “Performance
Guarantor”); 
 WHEREAS, this Agreement relates to the following documents: 
  

	 	a.	CMGFSC Purchase Agreement dated as of March 7, 2002 and as previously amended (the “Purchase Agreement”) by and between Cartus, as Originator and CRC, as
Buyer; 

  

	 	b.	Receivables Purchase Agreement dated as of March 7, 2002 and as previously amended (the “Receivables Purchase Agreement”) by and between CRC, as originator and
seller and the Issuer, as buyer; 

  

	 	c.	Fee Receivables Purchase Agreement dated as of March 7, 2002 and as previously amended (the “Fee Receivables Purchase Agreement”) by and between Cartus, as
originator and the Issuer; 

  

	 	d.	Indenture dated as of March 7, 2002 and as previously amended (the “Indenture”) by and between the Issuer and the Trustee; and 

  

	 	e.	Servicing Agreement dated as of March 7, 2002 and as previously amended (the “Servicing Agreement”) among the Issuer, Cartus, CRC, and the Trustee;









 (the foregoing agreements referenced in items a through e above, collectively, the “Affected
Documents”). 
 WHEREAS, this Agreement also relates to that certain Performance Guaranty dated as of May 2, 2006 (the
“Prior Realogy Guaranty”) executed by Realogy in favor of CRC, the Issuer, the Trustee, Gotham Funding Corporation (“Gotham”), as purchaser and The Bank of Tokyo Mitsubishi, UFJ, Ltd. (“BTM”) as
“Administrative Agent”; 
 WHEREAS, this Agreement also relates to that certain Note Purchase Agreement dated as of
March 7, 2002 and as previously amended (the “Prior Note Purchase Agreement”) by and among Cartus, CRC, the Issuer, Gotham and BTM; 
 WHEREAS, pursuant to that certain Assignment and Acceptance Agreement (the “Assignment Agreement”) dated as of even date herewith, Gotham and BTM have assigned to Atlantic and Calyon, respectively,
all of their respective right, title and interest in and to the Affected Documents and the Series 2002-1 Notes, and Atlantic and Calyon, respectively, have agreed to assume the obligations of Gotham and BTM under the Affected Documents; 

WHEREAS, Atlantic and Calyon have, as a condition of entering into the Assignment Agreement, required that the Prior Note Purchase Agreement and the
Prior Realogy Guaranty be amended and restated to reflect certain modifications thereto and that the parties hereto execute this Agreement in order to modify certain other terms and provisions of the Affected Documents; and 
 WHEREAS, such modifications will, among other things, extend the maturity of the Series 2002-1 Notes and provide for the continued purchases of
Receivables under the Affected Documents and are therefore of mutual benefit to the parties hereto; 
 NOW THEREFORE, in consideration of the
foregoing and for other good and valuable consideration receipt of which is hereby acknowledged, the parties hereto agree as follows: 
  

	1.	Defined Terms. Terms used in this Agreement and not defined herein shall have the meanings assigned to such terms in the Indenture, or, if not defined therein, in the
applicable Affected Document to which such term refers. The parties hereto further agree that: (w) any references herein or in the Affected Documents as amended hereby to “Cartus” shall have the same meaning as is assigned to
“CMSC” under the Affected Documents; (x) any references herein or in the Affected Documents as amended hereby to “CRC” shall have the same meaning as is assigned to “CMGFSC” under the Affected Documents;
(y) any references herein, in the Amended Note Purchase Agreement or in the Affected Documents as amended hereby to capitalized terms using the word “Cartus” shall have the same meaning as is currently assigned to the equivalent term
in the Affected Documents using the word “CMSC” (e.g., so that references to “Cartus Purchased Assets” shall have the same meaning as “CMSC Purchased Assets”), and (z) any references herein, in the Amended Note
Purchase Agreement or in the Affected Documents as amended hereby to capitalized terms using the word “CRC” shall have the same meaning as is currently assigned to the equivalent term in the Affected Documents using the word
“CMGFSC” (e.g., so that references to a “CRC Purchased Assets” shall have the same meaning as “CMGFSC Purchased Assets”. 

  

 2 









	2.	Assignment and Acceptance. Each of the parties hereto acknowledges and agrees that, as of the date hereof, Atlantic has succeeded to all of the rights and all of the
obligations of Gotham under the Affected Documents except as modified hereby, and that Calyon has succeeded to all of the rights and all of the obligations of BTM, individually or as Administrative Agent, except as modified hereby. From and after
the effectiveness of this Agreement, all references in the Affected Documents (as in effect prior to the date hereof) to Gotham or the “Purchaser” (as defined under the Indenture) shall solely mean and be references to Atlantic or its
assigns and all references in the Affected Documents (as in effect prior to the date hereof) to BTM (whether individually, as the Bank or as Administrative Agent) shall solely mean and be references to Calyon or its assigns, in each case except to
the extent modified hereby. Without limiting the foregoing, each of Cartus, CRC, the Issuer, the Trustee and Realogy acknowledge and agree that every notice required to be given to the Purchaser under any of the Affected Documents shall be given
(i) to Calyon as Administrative Agent under the Amended Note Purchase Agreement referred to below and (ii) to any other financial institution that subsequently becomes a “Managing Agent” under the Amended Note Purchase Agreement.


  

	3.	Restatement of Note Purchase Agreement. Concurrently with the effectiveness hereof, Cartus, CRC and the Issuer have entered into that certain Amended and Restated Note
Purchase Agreement (the “Amended Note Purchase Agreement”) with Atlantic, Calyon and the Administrative Agent in order to amend and restate the rights and obligations of the various parties under the Prior Note Purchase Agreement.
From and after the effectiveness of this Agreement: (i) all references in the Affected Documents to the Prior Note Purchase Agreement shall solely mean and be references to the Amended Note Purchase Agreement; (ii) all definitions in the
Prior Note Purchase Agreement which are incorporated by reference in the Affected Documents shall mean and be such definitions as set forth in the Amended Note Purchase Agreement; (iii) all references in the Affected Documents to specific
sections of the Prior Note Purchase Agreement, to the extent not modified hereby, shall mean and be references to the corresponding sections of the Amended Note Purchase Agreement; and (iv) the Affected Documents shall be amended accordingly.


  

	4.	Restatement of Prior Realogy Guaranty. Concurrently with the effectiveness hereof, Realogy has entered into that certain Amended and Restated Performance Guaranty (the
“Amended Performance Guaranty”) with CRC and the Issuer in order to amend and restate the rights and obligations of the various parties under the Prior Realogy Guaranty. From and after the effectiveness of this Agreement:
(i) all references in the Affected Documents to the Prior Realogy Guaranty shall solely mean and be references to the Amended Performance Guaranty; and (ii) the Affected Documents shall be amended accordingly. The terms and provisions of
the Prior Realogy Guaranty shall be superseded in full by the terms of the Amended Performance Guaranty and each party hereto agrees, in consideration of Realogy’s entering into the Amended Performance Guaranty and being bound thereby, that
Realogy shall be and hereby is released from all obligations under the Prior Realogy Guaranty. 

  

 3 









	5.	Release and Sale of FDIC/USPS Receivables. The parties hereto acknowledge and agree that each of Cartus, CRC and the Issuer intends to enter into an assignment agreement
(such agreement, the “Kenosia Assignment Agreement”) whereby each of Cartus, CRC and the Issuer will sell to Cartus Financial Corporation (“CFC”) all of its right, title and interest, if any, in and to all
Receivables (the “FDIC/USPS Receivables”) outstanding as of a cut-off date specified in such agreement or thereafter arising under or in connection with the Relocation Management Agreements with the Federal Deposit Insurance
Corporation and the United States Postal Service (such Relocation Management Agreements, the “FDIC/USPS Contracts”), all Related Property with respect to such FDIC/USPS Receivables (the “FDIC/USPS Related
Property”), all CMSC Collections and CMGFSC Collections of such FDIC/USPS Receivables and FDIC/USPS Related Property, and all proceeds of and earnings on the foregoing (collectively, the “FDIC/USPS Transferred Assets”). The
parties hereto agree that, notwithstanding anything to the contrary in the Affected Documents: (i) Cartus, CRC and the Issuer shall be allowed (x) to enter into the Kenosia Assignment Agreement provided that the form and substance of such
agreement has been consented to by the Administrative Agent prior to execution thereof, and (y) to consummate the transfer of the FDIC/USPS Transferred Assets on the terms and conditions set forth therein; (ii) concurrently with such
transfer, the FDIC/USPS Contracts shall cease to be “Pool Relocation Management Agreements” under any of the Affected Documents and Schedule 2.1 to the Purchase Agreement, the Receivables Purchase Agreement and the Fee Receivables Purchase
Agreement, as applicable, shall be deemed amended to delete any references to the FDIC/USPS Contracts and any remaining references in the Affected Documents to the FDIC/USPS Contracts shall be of no further force and effect; (iii) any Lien the
Trustee has on the FDIC/USPS Transferred Assets shall be automatically released without the need for any further action; and (iv) the Affected Documents shall be amended accordingly. 

  

	6.	Conversion of Cartus and CRC to Limited Liability Companies. Each of the parties hereto acknowledges that Cartus and/or CRC may each elect to convert its status from that of
a Delaware corporation to that of a Delaware limited liability company, either by filing a certificate of conversion with the Delaware Secretary of State or by merging with and into a newly formed Delaware limited liability company (such conversion
or merger, as applicable, being herein called a “Conversion”). Each of the parties hereto agrees that, notwithstanding any covenants in the Affected Documents requiring Cartus and CRC to maintain its “corporate existence”,
such entity shall be allowed to effect a Conversion subject to the conditions that: 

 (i) (x) the Person
formed by such Conversion (any such Person, the “Surviving Entity”) is an entity organized and existing under the laws of the United States of America or any State thereof, (y) such Surviving Entity expressly assumes, by an
agreement in form and substance satisfactory to the Issuer and its assignees, performance of every covenant and obligation of its predecessor entity under the Transaction Documents to which such predecessor entity is a party and (z) such
Surviving Entity delivers to the other parties hereto an opinion of counsel that such Surviving Entity is duly organized and validly existing under the laws of its organization, has duly 

  

 4 








 
executed and delivered such supplemental agreement, and such supplemental agreement is a valid and binding obligation of such Surviving Entity, enforceable
against such Surviving Entity in accordance with its terms (subject to customary exceptions relating to bankruptcy and equitable principles) and covering such other matters as the parties hereto may reasonably request; 
 (ii) all actions necessary to maintain the perfection of the security interests or ownership interests created by such entity under the
Transaction Documents in favor of CRC or the Issuer shall have been taken, as evidenced by an opinion of counsel reasonably satisfactory to the parties hereto; 
 (iii) if such entity is the Servicer, no Servicer Default, Unmatured Servicer Default, is then occurring or would result from such
Conversion; 
 (iv) in the case of a Conversion of CRC, (x) the organizational documents of any Surviving Entity with
respect to CRC shall contain limitations on its business activities and requirements for independent directors or managers substantially equivalent to those set forth in its current organizational documents, and (y) Orrick Herrington &
Sutcliffe or other counsel reasonably satisfactory to the other parties hereto shall have delivered an opinion of counsel reasonably satisfactory to the other parties hereto that such Conversion will not in and of itself alter the conclusions set
forth in its opinions previously issued in connection with the Transaction Documents with respect to true sale matters, substantive consolidation matters and bankruptcy issues relating to “home sale proceeds” to the extent relating to CRC;
and 
 (v) each party hereto shall have received such other documents as such party may reasonably request. 
 In connection with any such Conversion and the resulting change in name of such entity, Cartus and CRC shall be required to comply with
the name change covenants in the Transaction Documents, except that to the extent 30 days prior written notice of the name change is required, such notice period shall be reduced to five Business Days. 
 From and after any such Conversion effected in compliance with the above conditions: (a) all references in the Transaction Documents
to any Person which has altered its corporate structure to become a limited liability company shall be deemed to be references to the Surviving Entity as successor to such Person; (b) all representations, warranties and covenants in the
Transaction Documents which state that any of Cartus or CRC is or is required to be a corporation shall be deemed to permit and require the Surviving Entity to be a limited liability company; (c) all references to such Person’s certificate
of incorporation, other organizational documents, capital stock, corporate action or other matters relating to its corporate form will be deemed to be references to the Surviving Entity’s organizational documents and analogous matters relating
to limited liability companies; (d) all references to such Person’s directors or independent directors will be deemed to be 

  

 5 








 
references to the Surviving Entity’s directors, independent directors, managers or independent managers, as the case may be and (e) no
representation, warranty or covenant in any Transaction Document shall be deemed to be breached or violated solely as a result of the fact that the Surviving Entity in any Conversion may be disregarded as a separate entity for federal, state or
local income tax purposes. 
  

	7.	Amendments to the Purchase Agreement. Effective as of the date hereof, in addition to the modifications described above, the Purchase Agreement is hereby amended as follows:


  

	 	7.1.	The definition of “CMGFSC Designated Receivable” set forth in Appendix A to the Purchase Agreement is hereby amended to delete therefrom the phrase “on behalf of
CRC”. 

  

	 	7.2.	The definition of “Eligible Contract” set forth in Appendix A to the Purchase Agreement is hereby amended to delete the text of subsection (a)(ii) and to substitute
therefor the following: 

 “(ii) (A) the rights to payment under which are assignable without the consent of the
Employer party thereto or any other Person (other than the Originator), other than any such consent that has been obtained and remains in effect, or (B) if subject to any restriction on assignment of rights to payment, such Contract is in
effect on April 10, 2007 and such restriction is, under Section 9-406 or Section 9-408 of the UCC, as applicable, not effective to prevent the creation of a security interest in or sale of the Receivables arising under such
Contract”. 
  

	 	7.3.	The definition of “Eligible Home” set forth in Appendix A to the Purchase Agreement is hereby amended to add, immediately after the phrase “Originator and its
Affiliates” in clause (c)(ii) thereof, the parenthetical phrase “(other than CRC and the Issuer)”. 

  

	 	7.4.	The definition of “Eligible Receivable” set forth in Appendix A to the Purchase Agreement is hereby amended to delete from paragraph (i) thereof the phrase “(or,
with respect to any CMGFSC Receivable only, the Buyer)”. 

  

	 	7.5.	Paragraph (i) of the definition of “Eligible Receivable” set forth in Appendix A to the Purchase Agreement is hereby further amended to delete therefrom the phrase
“if such Receivable constitutes a right to payment for services rendered not evidenced by an instrument or chattel paper” and to substitute therefor the phrase “if such restriction is not effective under Section 9-406 or
Section 9-408 of the UCC, as applicable”. 

  

	 	7.6.	The definition of “Eligible Receivable” set forth in Appendix A to the Purchase Agreement is hereby amended to delete from paragraph (l) thereof the phrase “(or,
with respect to any CMGFSC Receivable only, of the Buyer in Section 6.1(k) of the Receivables Purchase Agreement”). 

  

 6 









	 	7.7.	The definition of “Eligible Receivable” set forth in Appendix A to the Purchase Agreement is hereby amended: (x) to delete from clause (i) within paragraph
(n) thereof the phrase “(or the Buyer, with respect to CRC Homes only),” to delete clause (ii) within paragraph (n) of such definition and to substitute therefor the following: “(ii) a Home Deed has been executed and
delivered by the related Homeowner naming the Originator or the Buyer, as applicable, as transferee or has been executed and delivered in blank by the related Homeowner”. 

  

	 	7.8.	The definition of “Material Adverse Effect” set forth in Appendix A to the Purchase Agreement is hereby amended to delete the term “KF Purchased Assets” and to
substitute therefor the term “Cartus Purchased Assets”. 

  

	 	7.9.	The definition of “Permitted Exception” set forth in Appendix A to the Purchase Agreement is hereby amended: (i) to delete the term “KF Purchased Assets”
and to substitute therefor the term “Cartus Purchased Assets” and (ii) to delete each reference therein to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute therefor “Section 3.06(e)” of the
Servicing Agreement. 

  

	 	7.10.	The definition of “Permitted Lien” set forth in Appendix A to the Purchase Agreement is hereby amended to insert the word “and” at the conclusion of clause
(a) thereof, to delete the text of clauses (b) and (c) in their entirety and to substitute therefor the following clause (b): “(b) any Lien in favor of the Buyer or its assigns pursuant to the Transaction Documents”.


  

	 	7.11.	Section 2.1 of the Purchase Agreement is hereby amended: (i) to delete the phrase “agrees to buy” and substitute therefor the phrase “hereby purchases”
and (ii) to delete therefrom the phrase “agrees to sell” and substitute therefor “hereby sells, transfers, sets over and conveys to the Buyer, without recourse except as provided herein”. 

  

	 	7.12.	Section 2.3 of the Purchase Agreement is hereby amended to delete each reference therein to the phrase “CMSC Receivables” and to substitute therefor the phrase
“Cartus Purchased Assets”. 

  

	 	7.13.	Section 2.4 of the Purchase Agreement is hereby amended to add, after the phrase “any other Transaction Document” the phrase “to which it is a party”.


  

	 	7.14.	Section 2.7 of the Purchase Agreement is hereby amended to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute therefor
“Section 3.06(e)” of the Servicing Agreement. 

  

	 	7.15.	Article II of the Purchase Agreement is hereby amended to add, at the conclusion thereof, the following Section 2.8: 

 “Section 2.8 Quitclaim. This Agreement provides that the Cartus Purchased Assets arising on or before April 10, 2007 (the
“Amendment Date”) have been transferred by the Originator to the Buyer. To further evidence the intent of the parties hereto that all right, title and interest in and to the Cartus Purchased Assets is being sold and assigned to the
Buyer pursuant to this Agreement as amended by that 

  

 7 








 
certain Fifth Omnibus Amendment dated as of the Amendment Date, the Originator hereby irrevocably quitclaims, sells, transfers, assigns, and otherwise
conveys to the Buyer all right, title and interest that it may have or be deemed to have in or to any of the Cartus Purchased Assets arising on or before the Amendment Date.” 
  

	 	7.16.	Section 3.1 of the Purchase Agreement is hereby amended to delete the second sentence thereof in its entirety and to substitute therefor the following: “On the twelfth
calendar day of each month (or if such twelfth day is not a Business Day, the preceding Business Day) from the Closing Date to the Termination Date, the Originator shall deliver to the Servicer, for inclusion in the Monthly Originator Report to be
prepared by the Servicer under the Servicing Agreement, information setting forth the amount of such Purchases and CRC Purchase Prices for the previous calendar month.” 

  

	 	7.17.	Article IV of the Purchase Agreement is hereby amended to add at the conclusions thereof the following Section 4.3: 

 “Section 4.3 Originator Adjustments. 
 (a) With respect to any Equity Receivable purchased by the Buyer from the Originator, if on any day the Buyer (or its assigns), the
Servicer or the Originator determines that (i) such Equity Receivable (A) was not identified by the Originator as other than an Eligible Receivable on the Business Day such Receivable was sold hereunder or (B) was otherwise treated by
the Originator as or represented by the Originator to be an Eligible Receivable in any Monthly Originator Report or Weekly Activity Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the
representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Receivable or the related Equity Related Assets (each such Equity Receivable described in clause (i) or clause (ii), a
“Noncomplying Asset”), then the Originator shall pay the aggregate Unpaid Balance of such Equity Receivables (such payment, a “Noncomplying Asset Adjustment”) to the Buyer in accordance with Section 4.3(c).

 (b) If on any day the Unpaid Balance of any Equity Receivable is reduced as a result of any Concession made by the
Originator, then the Originator shall pay to the Buyer the amount of such reduction (such payment, an “Originator Dilution Adjustment”) to the Buyer in accordance with Section 4.3(c). 
 (c) On each Business Day, the Originator shall pay to the Buyer, in cash in accordance with Section 4.2, an amount (an
“Originator Adjustment”) equal to the sum of (A) the aggregate Originator Dilution Adjustment, if any, for each day from and including the immediately preceding Business Day plus (B) the Noncomplying Asset
Adjustment, if any, for each day from and including the immediately preceding Business 

  

 8 








 
Day. The Equity Receivables that gave rise to any Originator Dilution Adjustment and any related Equity Related Assets shall remain the property of the
Buyer. From and after the day on which any Noncomplying Asset Adjustment is made, any collections received by the Buyer that are identified as proceeds of the Equity Receivables that gave rise to such Noncomplying Asset Adjustment and any Equity
Related Property with respect to such Receivable shall be promptly returned to the Originator. The Buyer hereby directs the Originator to deposit all such Originator Adjustments directly into the Collection Account.” 
  

	 	7.18.	Section 6.1 of the Purchase Agreement is hereby amended to add at, the conclusion of the introductory paragraph thereof, the phrase “with respect to the Cartus Purchased
Assets being transferred on such Closing Date or date of Purchase, as applicable”. 

  

	 	7.19.	Section 6.1(g) of the Purchase Agreement is hereby amended: (i) to delete the phrase “obtained by the Originator or Issuer” and substitute therefor the phrase
“obtained by the Originator” and (ii) to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute therefor “Section 3.06(e)” of the Servicing Agreement. 

  

	 	7.20.	Section 6.1(l) of the Purchase Agreement is hereby amended to delete the phrase “identified to the Buyer and its assignees by the Originator in the related Monthly
Originator Report” and to substitute therefor the phrase “identified to the Buyer or the Servicer by the Originator”. 

  

	 	7.21.	Section 6.1(u) of the Purchase Agreement is hereby amended to delete the last sentence thereof its entirety. 

  

	 	7.22.	Section 7.1(c) of the Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute therefor the following: “The Originator will
maintain at all times accurate and complete books, records and accounts relating to the CMSC Purchased Assets and all CMSC Collections received by it, in which timely entries will be made and will, upon the reasonable request of the Buyer or its
assignees, deliver copies of all CMSC Records maintained pursuant to this Section 7.1(c) to the Buyer or its designee.” 

  

	 	7.23.	Section 7.1(g) of the Purchase Agreement is hereby amended to delete the phrase “to the extent that any such funds” and substitute therefor the phrase “to the
extent that the Originator has knowledge that any such funds”. 

  

	 	7.24.	Section 7.1(h) of the Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute the following therefor: “The Originator will
(i) establish and maintain necessary procedures for determining whether each CMSC Receivable, as of the date it is sold hereunder, qualifies as an Eligible Receivable, and for identifying all CMSC Receivables sold to the Buyer that are not
Eligible Receivables on the date sold and (ii) will provide to the Servicer in a timely manner information that shows whether, and to what extent, the CMSC Receivables sold to the Buyer hereunder were not Eligible Receivables on the date
sold.” 

  

 9 









	 	7.25.	Section 7.1(j) of the Purchase Agreement is hereby amended to read in its entirety as follows: “Accounting for Certain Assets. To the extent permitted by applicable
law and GAAP, the Originator will account for and treat the transactions contemplated hereby (including but not limited to accounting and (to the extent taxes are not consolidated) for tax reporting purposes) as a sale of the Equity Assets by the
Originator to the Buyer, it being understood that such sales may not be reflected in the consolidated financial statements of Originator and Buyer due to principles of consolidated financial reporting.” 

  

	 	7.26.	Section 7.1(k) of the Purchase Agreement is hereby amended to amend and restate the proviso in the last sentence thereof in its entirety so that it reads as follows:
“provided, however, that all such reviews will occur no more frequently than twice per year (with only the first such review in any year being at the Originator’s expense) unless Cartus is the Servicer and a Servicer Default
has occurred and is continuing.” 

  

	 	7.27.	Section 7.1(p) of the Purchase Agreement is hereby amended to delete the term “KF Purchased Assets” and to substitute therefor the term “Cartus Purchased
Assets”. 

  

	 	7.28.	Section 7.2(b) of the Purchase Agreement is hereby amended to delete therefrom the phrase “(as defined in the Indenture)”. 

  

	 	7.29.	Section 7.2(f) of the Purchase Agreement is hereby amended to delete therefrom the phrase “, including timely delivery of all such information required under any
Enhancement Agreement”. 

  

	 	7.30.	Section 7.2(q) of the Purchase Agreement is hereby amended to delete the phrase “opinion of Orrick, Herrington & Sutcliffe LLP of even date herewith relating to
security interest matters” and to substitute therefor the phrase “opinions of Orrick Herrington & Sutcliffe LLP dated as of April 10, 2007 relating to true sale matters with respect to the Purchase of the Equity Assets
hereunder and substantive consolidation matters with respect to the Originator and the Buyer.” 

  

	 	7.31.	Section 7.3(a) of the Purchase Agreement is hereby amended (i) to add, immediately after the phrase “suffer to exist any Lien” the phrase “arising through
or under it” and (ii) to delete the term “KF Purchased Asset” and substitute therefor the term “Cartus Purchased Asset”. 

  

	 	7.32.	Section 7.3(c)(ii) of the Purchase Agreement is hereby amended to read in its entirety as follows: 

 “(ii) convey, transfer or sell more than 25% of its properties and assets to any Person, provided that this provision shall not apply
to or restrict the Originator’s ability to pledge its ownership interest in the Buyer to secure Indebtedness incurred or guaranteed in accordance with Section 7.3(j).” 
  

 10 









	 	7.33.	Section 7.3(e) of the Purchase Agreement is hereby amended to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute therefor
“Section 3.06(e)” of the Servicing Agreement. 

  

	 	7.34.	Section 7.3(g) of the Purchase Agreement is hereby amended to delete the term “KF Purchased Assets” and to substitute therefor the term “Cartus Purchased
Assets”. 

  

	 	7.35.	Section 7.3 of the Purchase Agreement is hereby further amended to add, at the conclusion thereof, the following new subsection (j): 

 “(j) Indebtedness for Borrowed Money. Create, incur, guarantee or permit to exist any Indebtedness for Borrowed Money, except
for (A) any such Indebtedness owed on an intercompany basis to the Performance Guarantor or any Affiliate thereof and (B) any such Indebtedness the terms of which include acknowledgment provisions in substantially the form of Exhibit
7.3.(j) hereto.” 
  

	 	7.36.	Section 7.4(a) of the Purchase Agreement is hereby amended to delete from clause (ix) thereof the phrase “opinion of Orrick, Herrington & Sutcliffe LLP of
even date herewith relating to security interest matters with respect to the Purchase of the CMSC Purchased Assets hereunder” and to substitute therefor the phrase “opinions of Orrick Herrington & Sutcliffe LLP dated as of
April 10, 2007 relating to true sale matters with respect to the Purchase of the Equity Assets hereunder and substantive consolidation matters with respect to the Originator and the Buyer”. 

  

	 	7.37.	Section 9.1(b) of the Purchase Agreement is hereby amended to delete therefrom the phrase “any Monthly Originator Report or other” and to substitute therefor the
phrase “or any”. 

  

	 	7.38.	Section 9.1(c) of the Purchase Agreement is hereby amended to delete therefrom the phrase “(A) in the case of a failure to deliver any Monthly Originator Report pursuant
to Section 3.1(a), ten calendar days (provided, however, that such ten-day period may be extended for an additional ten days if such failure to deliver a Monthly Originator Report is due to computer failure) or (B) in the
case of any other failure” and to substitute therefor the phrase “in the case of any failure”. 

  

	 	7.39.	Section 9.1 of the Purchase Agreement is hereby further amended to delete from the final sentence thereof the phrase “If a CMGFSC Purchase Termination Event occurs”
and substitute therefor the phrase “If a CRC Purchase Termination Event occurs of which the Originator has knowledge”. 

  

	 	7.40.	 Section 9.2(b) of the Purchase Agreement is hereby amended to delete therefrom the text in its entirety and to substitute the following therefor: “Upon
the occurrence of a CRC Purchase Termination Event, the Buyer and its assignees shall have, in addition to 



  

 11 









	 	 
all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided to a buyer of accounts, chattel paper, promissory
notes or payment intangibles under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative. Subject to the limitations on recourse set forth herein but otherwise without limiting the foregoing, the
occurrence of a CRC Purchase Termination Event shall not deny to the Buyer or its assignees any remedy in addition to termination of its obligation to make Purchases hereunder to which the Buyer or its assignees may be otherwise appropriately
entitled, whether by statute or applicable law, at law or in equity.” 


  

	 	7.41.	Section 10.1(a) of the Purchase Agreement is hereby amended to delete therefrom the phrase “any Monthly Originator Report or any other” and substitute therefor the
phrase “or any”. 

  

	 	7.42.	Section 10.1(c) of the Purchase Agreement is hereby amended to add, immediately after the phrase “any Lien” the phrase “arising through or under it”.


  

	 	7.43.	Section 10.1(g) of the Purchase Agreement is hereby amended (i) to delete the term “KF Purchased Assets” and to substitute therefor the term “Cartus
Purchased Assets” and (ii) to delete the phrase “any Concession” and substitute therefor the phrase “any Concession made by the Originator or any Affiliate thereof (other than the Buyer or the Issuer)”.


  

	 	7.44.	Section 10.1(h) of the Purchase Agreement is hereby amended to add, after the word “service”, the phrase “(other than any service provided by the Buyer or its
assignees)”. 

  

	 	7.45.	Section 10.1 of the Purchase Agreement is hereby amended to add at the conclusion thereof the following paragraph: 

 “Notwithstanding anything to the contrary in this Agreement, any representations, warranties and covenants made by the Originator in
this Agreement or the other Transaction Documents that are qualified by or limited to events or circumstances that have, or are reasonably likely to have, given rise to a Material Adverse Effect shall (solely for purposes of the indemnification
obligations set forth in this Section 10.1) be deemed not to be so qualified or limited.” 
  

	 	7.46.	Section 11.6(a) of the Purchase Agreement is hereby amended: (i) to delete the phrase “the preservation of any rights under”, (ii) to delete the word
“breach” and substitute therefor the phrase “breach by the Originator”, and (iii) to delete the phrase “or in advising such Persons as to their respective rights and remedies under this Agreement”.


  

	 	7.47.	The exhibits to the Purchase Agreement are hereby amended to add, as Exhibit 7.3(j) thereto, the form of Exhibit A hereto. 

  

 12 









	 	7.48.	Schedule 11.2 to the Purchase Agreement is hereby amended to reflect the Suite number of the Buyer in its notice address as “Suite 4C68” and to reflect its telecopy number
as “203-205-1335.” 

  

	8.	Amendments to the Receivables Purchase Agreement. Effective as of the date hereof, in addition to the modifications described above, the Receivables Purchase Agreement is
hereby amended as follows: 

  

	 	8.1.	The definition of “Indebtedness” set forth in Appendix A of the Receivables Purchase Agreement” is hereby modified to add, after the phrase “(and its
Subsidiaries), the following “provided that, whenever the term Indebtedness is used with respect to the Indebtedness of the Seller, such term shall not include any Indebtedness of the Issuer notwithstanding that the Issuer is a
Subsidiary of the Seller.” 

  

	 	8.2.	The definition of “Permitted Exception” set forth in Appendix A to the Purchase Agreement is hereby amended to delete the reference to “Section 2.01(d)(i)” of
the Servicing Agreement and to substitute therefor “Section 3.06(e)” of the Servicing Agreement. 

  

	 	8.3.	Article I of the Receivables Purchase Agreement is hereby amended to delete from the introductory paragraph thereof the phrase “or as specified in Appendix A of the CMGFSC
Purchase Agreement” and to substitute therefor the phrase “or, if not defined therein, as specified in Appendix A of the CMGFSC Purchase Agreement”. 

  

	 	8.4.	Section 2.1 of the Receivables Purchase Agreement is hereby amended to add, at the beginning of clause (vi) thereof, the phrase “to the extent not described in
clauses (ii) or (iii)”, and to delete the parenthetical phrase “(if any)” appearing after the phrase “right, title and interest” 

  

	 	8.5.	Section 2.1 of the Receivables Purchase Agreement is hereby further amended to delete the last sentence of the paragraph immediately following clause (vi) and to
substitute the following therefor: “The Seller Purchased Assets, the Seller Receivables and the Seller Related Assets, together with the property described in clause (vi) above, are sometimes collectively referred to herein as the
“Seller Assets”. 

  

	 	8.6.	Section 2.2 of the Receivables Purchase Agreement is hereby amended to delete therefrom, each time it appears, the phrase “and any property described in clause
(vi) of Section 2.1(a)”. 

  

	 	8.7.	Section 2.4 of the Receivables Purchase Agreement is hereby amended: (i) to delete therefrom the phrase “and any property described in clause (vi) of
Section 2.1(a)” and (ii) to add, after the phrase “any other Transaction Document” the phrase “to which it is a party”. 

  


	 	8.8.	Section 2.7 of the Receivables Purchase Agreement is hereby amended to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute
therefor “Section 3.06(e)” of the Servicing Agreement. 

  

 13 









	 	8.9.	Section 3.1(a) of the Receivables Purchase Agreement is hereby amended to delete the second sentence thereof in its entirety. 

  

	 	8.10.	Article IV of the Receivables Purchase Agreement is hereby amended to add at the conclusions thereof the following Section 4.3: 

 “Section 4.3 Seller Adjustments. 
 (a) With respect to any Seller Receivable created by the Seller and purchased by the Issuer from the Seller, if on any day the Issuer (or
its assigns), the Servicer or the Seller determines that (i) such Seller Receivable (A) was not identified by the Seller as other than an Eligible Receivable on the Business Day such Receivable was sold hereunder or (B) was otherwise
treated by the Seller as or represented by the Seller to be an Eligible Receivable in any Monthly Originator Report or Weekly Activity Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the
representations or warranties set forth in Section 6.1(d) or 6.1(k) was not true when made with respect to such Receivable or the related Equity Related Assets (each such Seller Receivable described in clause (i) or clause (ii), a
“Seller Noncomplying Asset”), then the Seller shall pay the aggregate Unpaid Balance of such Seller Receivables (such payment, a “Seller Noncomplying Asset Adjustment”) to the Issuer in accordance with
Section 4.3(c). 
 (b) If on any day the Unpaid Balance of any Seller Receivable is reduced as a result of any
Concession made by the Seller, then the Seller shall pay to the Issuer the amount of such reduction (such payment, a “Seller Dilution Adjustment”) to the Issuer in accordance with Section 4.3(c). 
 (c) On each Business Day, the Seller shall pay to the Issuer, in cash in accordance with Section 4.2, an amount (a “Seller
Adjustment”) equal to the sum of (A) the aggregate Seller Dilution Adjustment, if any, for each day from and including the immediately preceding Business Day plus (B) the Seller Noncomplying Asset Adjustment, if any,
for each day from and including the immediately preceding Business Day. The Seller Receivables that gave rise to any Seller Dilution Adjustment and any related Seller Related Assets shall remain the property of the Issuer. From and after the day on
which any Seller Noncomplying Asset Adjustment is made, any collections received by the Issuer that are identified as proceeds of the Seller Receivables that gave rise to such Noncomplying Asset Adjustment and any Seller Related Property with
respect to such Receivable shall be promptly returned to the Seller. The Issuer hereby directs the Seller to deposit all such Seller Adjustments directly into the Collection Account.” 
  

 14 








 (d) The Seller shall pay to the Issuer in cash, on the date of receipt by the Seller,
any payment received by the Seller in respect of “Originator Adjustments” under Section 4.3 of the Purchase Agreement. The Seller shall direct the Originator to deposit all payments in respect of such Originator Adjustments directly
to the Collection Account.” 
  

	 	8.11.	Section 6.1 of the Receivables Purchase Agreement is hereby amended to add at, the conclusion of the introductory paragraph thereof, the phrase “with respect to the KF
Purchased Assets being transferred on such Closing Date or date of Purchase, as applicable”. 

  

	 	8.12.	Section 6.1(g) of the Receivables Purchase Agreement is hereby amended: (i) to delete the phrase “obtained by the Seller or Issuer” and substitute therefor the
phrase “obtained by the Seller” and (ii) to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute therefor “Section 3.06(e)”. 

  

	 	8.13.	Section 6.1(l) of the Receivables Purchase Agreement is hereby amended to delete the phrase “identified to the Issuer and its assignees by the Seller in the related
Monthly Originator Report” and to substitute therefor the phrase “identified to the Issuer or the Servicer by the Seller”. 

  

	 	8.14.	Section 7.1(c) of the Receivables Purchase Agreement is hereby amended: (i) to delete the word “Originator” and substitute therefor the word “Seller”,
(ii) to delete the word “Originator’s” and substitute therefor the word “Seller’s”, and (iii) to delete therefrom the phrase “and will include without limitation all payments received with respect to the
CMGFSC Purchased Assets.” 

  

	 	8.15.	Section 7.1(e)(iv) of the Receivables Purchase Agreement is hereby amended to insert, at the conclusion of the first sentence thereof, the phrase “except as permitted by
the Transaction Documents”. 

  

	 	8.16.	Section 7.1(g) of the Receivables Purchase Agreement is hereby amended to delete the phrase “to the extent that any such funds” and substitute therefor the phrase
“to the extent that the Seller has knowledge that any such funds”. 

  

	 	8.17.	Section 7.1(h) of the Receivables Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute the following therefor: “The Seller
will (i) establish and maintain necessary procedures for determining whether each Receivable included in the KF Purchased Assets, as of the date such Receivable is sold to the Issuer hereunder, qualifies as an Eligible Receivable, and for
identifying all Receivables sold to the Issuer by the Seller hereunder that are not Eligible Receivables on the date sold and (ii) will provide to the Servicer in a timely manner information that shows whether, and to what extent, the
Receivables sold to the Issuer hereunder were not Eligible Receivables on the date sold.” 

  

	 	8.18.	Section 7.1(j) of the Receivables Purchase Agreement is hereby amended to amend and restate the proviso in the last sentence thereof in its entirety so that it reads as
follows: “provided, however, that all such reviews will occur no more frequently than twice per year (with only the first such review in any year being at the Seller’s expense)”. 

  

 15 









	 	8.19.	Section 7.1(n) of the Receivables Purchase Agreement is hereby amended to delete the parenthetical phrase “(or will cause the Servicer to)”. 


 

	 	8.20.	Section 7.1(p) of the Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “opinion of Orrick, Herrington & Sutcliffe LLP of even date
herewith relating to security interest matters with respect to the Purchase of the KF Purchased Assets hereunder” and to substitute therefor the phrase “opinions of Orrick Herrington & Sutcliffe LLP dated as of April 10, 2007
relating to true sale matters with respect with respect to the sales under the Purchase Agreement and substantive consolidation matters with respect to Cartus and the Seller”. 

  

	 	8.21.	Section 7.1(q) of the Receivables Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute therefor: “The Seller will, on the
reasonable request of the Issuer and its assignees, provide to the Issuer and its assignees such licenses, sublicenses and/or assignments of contract as the Seller is entitled to obtain under Section 7.1(l) of the CMGFSC Purchase
Agreement”. 

  

	 	8.22.	Section 7.2 (a) of the Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “(as defined in the Indenture)”. 


 

	 	8.23.	Section 7.2(e) of the Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “, including timely delivery of all such information required under
any Enhancement Agreement”. 

  

	 	8.24.	Section 7.3(a) of the Receivables Purchase Agreement is hereby amended to add, immediately after the phrase “suffer to exist any Lien” the phrase “arising
through or under it”. 

  

	 	8.25.	Section 7.3(d) of the Receivables Purchase Agreement is hereby amended to delete the reference to “Section 2.01(d)(i)” of the Servicing Agreement and to substitute
therefor “Section 3.06(e)”. 

  

	 	8.26.	Section 7.3(k) of the Receivables Purchase Agreement is hereby amended to add, at the conclusion thereof, the parenthetical phrase “(other than the Issuer)”.


  

	 	8.27.	Section 7.4(a) of the Receivables Purchase Agreement is hereby amended to delete from clause (ix) thereof the phrase “opinion of Orrick, Herrington &
Sutcliffe LLP of even date herewith relating to security interest matters with respect to the Purchase of the KF Assets hereunder” and to substitute therefor the phrase “opinion of Orrick Herrington & Sutcliffe LLP dated as of
April 10, 2007 relating to substantive consolidation matters with respect to Cartus and the Seller”. 

  

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	 	8.28.	Section 7.4(b) of the Receivables Purchase Agreement is amended to delete the text thereof in its entirety and to substitute therefor the following: “The Issuer assumes no
obligations of the Seller under the Pool Relocation Management Agreements with respect to any Home Purchase Contracts, including without limitation any obligations of the Seller to make Equity Payments, Mortgage Payoffs and Mortgage Payments.”


  

	 	8.29.	Section 8.3(b) of the Receivables Purchase Agreement is hereby amended: (i) to delete the parenthetical phrase “(or cause the Servicer to legend)” and
(ii) to insert the phrase “in its possession” immediately after the words “CMGFSC Home Purchase Contracts”. 

  

	 	8.30.	Section 9.1(b) of the Receivables Purchase Agreement is hereby amended: (i) to delete therefrom the phrase “any Monthly Originator Report or other” and to
substitute therefor the word “or any” and (ii) delete therefrom the term “any CMS Person” and to substitute therefor the term “the Seller”. 

  

	 	8.31.	Section 9.1(c) of the Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “(A) in the case of a failure to deliver any Monthly Originator
Report pursuant to Section 3.1(a), ten calendar days (provided, however, that such ten-day period may be extended for an additional ten days if such failure to deliver a Monthly Originator Report is due to computer failure) or
(B) in the case of any other failure” and to substitute therefor the phrase “in the case of any failure”. 

  

	 	8.32.	Section 9.1 of the Receivables Purchase Agreement is hereby further amended to delete from the final sentence thereof the phrase “If a KF Purchase Termination Event
occurs” and substitute therefor the phrase “If a KF Purchase Termination Event occurs of which the Seller has knowledge”. 

  

	 	8.33.	Section 9.2(a) of the Receivables Purchase Agreement is hereby amended to delete therefrom the first sentence thereof and to substitute the following therefor: “On the KF
Termination Date, the Seller shall cease transferring KF Purchased Assets to the Issuer, provided that such cessation shall not limit any right, title and interest the Issuer may have in and to any CRC Designated Receivables arising from any
Servicer Advances made thereafter, including any Related Property relating thereto and proceeds thereof.” 

  

	 	8.34.	Section 9.2(b) of the Receivables Purchase Agreement is hereby amended to delete therefrom the text in its entirety and to substitute the following therefor: “Upon the
occurrence of a KF Purchase Termination Event, the Issuer and its assignees shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided to a buyer of accounts, chattel paper,
promissory notes or payment intangibles under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative. Subject to the limitations on recourse set forth herein but otherwise without limiting the foregoing,
the occurrence of a KF Purchase Termination Event shall not deny to the Issuer or its assignees any remedy in addition to termination of its obligation to make Purchases hereunder to which the Issuer or its assignees may be otherwise appropriately
entitled, whether by statute or applicable law, at law or in equity.” 

  

 17 









	 	8.35.	Section 10.1(a) of the Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “any Monthly Originator Report or any other” and substitute
therefor the phrase “or any”. 

  

	 	8.36.	Section 10.1(c) of the Purchase Agreement is hereby amended to add, immediately after the phrase “any Lien” the phrase “arising through or under it”.


  

	 	8.37.	Section 10.1(g) of the Receivables Purchase Agreement is hereby amended to delete the phrase “any Concession” and substitute therefor the phrase “any Concession
made by the Seller or for which the Seller is entitled to be indemnified under the CMGFSC Purchase Agreement”. 

  

	 	8.38.	Section 10.1(h) of the Receivables Purchase Agreement is hereby amended to add, after the word “service”, the phrase “(other than services provided by the Issuer
or its assignees)”. 

  

	 	8.39.	Section 10.1 of the Receivables Purchase Agreement is hereby amended to add at the conclusion thereof the following paragraphs: 

 “Notwithstanding anything to the contrary in this Agreement, any representations, warranties and covenants made by the Seller in this
Agreement or the other Transaction Documents that are qualified by or limited to events or circumstances that have, or are reasonably likely to have, given rise to a Material Adverse Effect shall (solely for purposes of the indemnification
obligations set forth in this Section 10.1) be deemed not to be so qualified or limited. 
 The Issuer acknowledges that,
in the event that the Seller does not have available funds to pay any indemnified amounts owing under this Article X, the excess of the amounts due under this Article X over such funds shall not constitute a “claim” under
Section 101(5) of the federal Bankruptcy Code against the Seller until such time as the Seller has such funds; provided, that nothing in this paragraph shall limit the obligations of the Seller or the rights of the Issuer as assignee of
the Seller to enforce any claims that may be owing to the Seller under the CMGFS Purchase Agreement.” 
  

	 	8.40.	Section 10.2 of the Receivables Purchase Agreement is hereby amended to delete therefrom, each time it appears, the phrase “and any interest of the Seller in the other
property described in clause (vi) of Section 2.1(a)”. 

  

 18 









	 	8.41.	Section 11.6(a) of the Receivables Purchase Agreement is hereby amended: (i) to delete the phrase “the preservation of any rights under,”, (ii) to delete
the word “breach” and substitute therefor the phrase “breach by the Seller”, (iii) to delete the phrase “or in advising such Persons as to their respective rights and remedies under this Agreement”; and
(iv) to add at the conclusion thereof, the following new subsection (c): 

 “The Issuer acknowledges
that, in the event that the Seller does not have available funds to pay any costs and expenses owing under this Section 11.6, the excess of the amounts due under this Section 11.6 over such funds shall not constitute a “claim”
under Section 101(5) of the federal Bankruptcy Code against the Seller until such time as the Seller has such funds; provided, that nothing in this paragraph shall limit the obligations of the Seller or the rights of the rights of the
Issuer as assignee of the Seller to enforce any claims that may be owing to the Seller under the CMGFS Purchase Agreement.” 
  

	 	8.42.	Schedule 6.1(n) of the Receivables Purchase Agreement is hereby amended to delete the phrase ‘List of Offices Where the Seller Keeps CRC Records” and substitute therefor
the phrase “List of Offices Where the Servicer Keeps CRC Records”. 

  

	 	8.43.	Schedule 11.2 to the Receivables Purchase Agreement is hereby amended to reflect the Suite number of the Buyer in its notice address as “Suite 4C68” and to reflect the
telecopy number as “203-205-1335.” 

  

	 	8.44.	Exhibit 2.1 of the Receivables Purchase Agreement is hereby amended to add “Suite 4C68” after “40 Apple Ridge Road” in the address of the Issuer.


  

	9.	Amendments to the Fee Receivables Purchase Agreement. Effective as of the date hereof, in addition to the modifications described above, the Fee Receivables Purchase
Agreement is hereby amended as follows: 

  

	 	9.1.	Subsection (ii) of the definition of “Eligible Contract” set forth in Appendix A to the Fee Receivables Purchase Agreement is hereby amended to read in its entirety
as follows: 

 (ii) (A) the rights to payment under which are assignable without the consent of the Employer party thereto
or any other Person (other than the Originator), other than any such consent that has been obtained and remains in effect, or (B) if subject to any restriction on assignment of rights to payment, such Contract is in effect on April 10,
2007 and such restriction is, under Section 9-406 or Section 9-408 of the UCC, as applicable, not effective to prevent the creation of a security interest in or sale of the Receivables arising under such Contract. 
  

	 	9.2.	The definition of “Eligible Receivable” set forth in Appendix A to the Fee Receivables Purchase Agreement is hereby amended to delete from clause (i) thereof the
phrase “if such Receivable constitutes a right to payment for services rendered not evidenced by an instrument or chattel paper” and to substitute therefor the phrase “if such restriction is not effective under Section 9-406 or
Section 9-408 of the UCC, as applicable”. 

  

 19 









	 	9.3.	Section 2.1 of the Fee Receivables Purchase Agreement is hereby amended: (a) to delete the phrase “agrees to buy” and substitute therefor the phrase “hereby
purchases” and (b) to delete therefrom the phrase “agrees to sell” and substitute therefor “hereby sells, transfers, sets over and conveys to the Issuer, without recourse except as provided herein”.


  

	 	9.4.	Section 2.3 of the Fee Receivables Purchase Agreement is hereby amended to delete each reference therein to the phrase “CMSC Fee Receivables” and to substitute
therefor the phrase “Cartus Fee Purchased Assets”. 

  

	 	9.5.	Section 2.4 of the Fee Receivables Purchase Agreement is hereby amended to add, after the phrase “any other Transaction Document” the phrase “to which it is a
party”. 

  

	 	9.6.	Article II of the Fee Receivables Purchase Agreement is hereby amended to add, at the conclusion thereof, the following Section 2.8: 

 Section 2.8 Quitclaim. This Agreement provides that the Cartus Fee Purchased Assets arising on or before April 10, 2007
(the “Amendment Date”) have been transferred by the Originator to the Issuer. To further evidence the intent of the parties hereto that all right, title and interest in and to the Cartus Fee Purchased Assets is being sold and
assigned to the Issuer pursuant to this Agreement as amended by that certain Fifth Omnibus Amendment dated as of the Amendment Date, the Originator hereby irrevocably quitclaims, sells, transfers, assigns, and otherwise conveys to the Issuer all
right, title and interest that it may have or be deemed to have in or to any of the Cartus Fee Purchased Assets arising on or before the Amendment Date. 
  

	 	9.7.	Section 3.1 of the Fee Receivables Purchase Agreement is hereby amended to delete the second sentence thereof in its entirety and to substitute therefor the following: “On
the twelfth calendar day of each month (or if such twelfth day is not a Business Day, the preceding Business Day) from the Closing Date to the Termination Date, the Originator shall deliver to the Servicer, for inclusion in the Monthly Originator
Report to be prepared by the Servicer, information setting forth the amount of such Purchases and Fee Purchase Prices for the previous calendar month.” 

  

	 	9.8.	Article IV of the Fee Receivables Purchase Agreement is hereby amended to add at the conclusions thereof the following Section 4.3. 

 “Section 4.3 Originator Adjustments. 
 (a) With respect to any Originator Fee Receivable purchased by the Issuer from the Originator, if on any day the Issuer (or its assigns),
the Servicer or the Originator determines that (i) such Originator Fee Receivable (A) was not identified by the Originator as other than an Eligible Receivable on the Business Day such Receivable was sold hereunder or (B) was
otherwise treated by the Originator as or represented by the Originator to be an Eligible Receivable in any Monthly Originator Report or Weekly Activity 

  

 20 








 
Report, as applicable, but was not in fact an Eligible Receivable on such date or (ii) any of the representations or warranties set forth in
Section 6.1(d) or 6.1(k) was not true when made with respect to such Receivable or the related Equity Related Assets (each such Originator Fee Receivable described in clause (i) or clause (ii), a “Noncomplying Fee Asset”),
then the Originator shall pay the aggregate Unpaid Balance of such Originator Fee Receivables (such payment, a “Noncomplying Fee Asset Adjustment”) to the Issuer in accordance with Section 4.3(c). 
 (b) If on any day the Unpaid Balance of any Originator Fee Receivable is reduced as a result of any Concession made by the Originator,
then the Originator shall pay to the Issuer the amount of such reduction (such payment, an “Originator Fee Dilution Adjustment”) to the Issuer in accordance with Section 4.3(c). 
 (c) On each Business Day, the Originator shall pay to the Issuer, in cash in accordance with Section 4.2, an amount (an
“Originator Fee Adjustment”) equal to the sum of (A) the aggregate Originator Fee Dilution Adjustment, if any, for each day from and including the immediately preceding Business Day plus (B) the Noncomplying
Fee Asset Adjustment, if any, for each day from and including the immediately preceding Business Day. The Originator Fee Receivables that gave rise to any Originator Fee Dilution Adjustment and any related Originator Fee Related Assets shall remain
the property of the Issuer. From and after the day on which any Noncomplying Fee Asset Adjustment is made, any collections received by the Issuer that are identified as proceeds of the Originator Fee Receivables that gave rise to such Noncomplying
Fee Asset Adjustment and any Originator Fee Related Property with respect to such Receivable shall be promptly returned to the Originator.” 
  

	 	9.9.	Section 6.1 of the Fee Receivables Purchase Agreement is hereby amended to add, at the conclusion of the introductory paragraph thereof, the phrase “with respect to the
Cartus Fee Purchased Assets being transferred on such Closing Date or date of Purchase, as applicable” 

  

	 	9.10.	Section 6.1(g) of the Fee Receivables Purchase Agreement to delete the phrase “obtained by the Originator or Issuer” and substitute therefor the phrase “obtained
by the Originator”. 

  

	 	9.11.	Section 6.1(l) of the Fee Receivables Purchase Agreement is hereby amended to delete the phrase “identified to the Issuer and its assignees by the Originator in the
related Monthly Originator Report” and to substitute therefor the phrase “identified to the Issuer or the Servicer by the Originator”. 

  

	 	9.12.	Section 6.1(u) of the Fee Receivables Purchase Agreement is hereby amended to delete the last sentence thereof its entirety. 

  

 21 









	 	9.13.	Section 7.1(c) of the Fee Receivables Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute therefor the following: “The
Originator will maintain at all times accurate and complete books, records and accounts relating to the CMSC Purchased Assets and all CMSC Collections received by it, in which timely entries will be made and will, upon the reasonable request of the
Buyer or its assignees, deliver copies of all CMSC Records maintained pursuant to this Section 7.1(c) to the Buyer or its designee.” 

  

	 	9.14.	Section 7.1(g) of the Fee Receivables Purchase Agreement is hereby amended to delete the phrase “to the extent that any such funds” and substitute therefor the phrase
“to the extent that the Originator has knowledge that any such funds”. 

  

	 	9.15.	Section 7.1(h) of the Fee Receivables Purchase Agreement is hereby amended to delete the text thereof in its entirety and to substitute the following therefor: “The
Originator will (i) establish and maintain necessary procedures for determining whether each CMSC Fee Receivable, as of the date it is sold hereunder, qualifies as an Eligible Receivable, and for identifying all CMSC Fee Receivables sold to the
Issuer that are not Eligible Receivables on the date sold and (ii) will provide to the Servicer in a timely manner information that shows whether, and to what extent, the CMSC Fee Receivables sold to the Issuer hereunder were not Eligible
Receivables on the date sold.” 

  

	 	9.16.	Section 7.1(k) of the Fee Receivables Purchase Agreement is hereby amended to amend and restate the proviso in the last sentence thereof in its entirety so that it reads as
follows: “provided, however, that all such reviews will occur no more frequently than twice per year (with only the first such review in any year being at the Originator’s expense) unless Cartus is the Servicer and a Servicer
Default has occurred and is continuing. 

  

	 	9.17.	Section 7.1(q) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “opinion of Orrick, Herrington & Sutcliffe LLP of even
date herewith relating to security interest matters with respect to the Purchase of the CMSC Fee Purchased Assets hereunder” and to substitute therefor the phrase “opinions of Orrick Herrington & Sutcliffe LLP dated as of
April 10, 2007 relating to true sale matters with respect with respect to the Purchase of the CMSC Fee Purchased Assets hereunder and substantive consolidation matters with respect to the Originator and the Issuer”.


  

	 	9.18.	Section 7.2(b) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “(as defined in the Indenture)”. 


 

	 	9.19.	Section 7.2(f) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “, including timely delivery of all such information required
under any Enhancement Agreement”. 

  

 22 









	 	9.20.	Section 7.3(a) of the Fee Receivables Purchase Agreement is hereby amended to add, immediately after the phrase “suffer to exist any Lien” the phrase “arising
through or under it”. 

  

	 	9.21.	Section 7.3(c)(ii) of the Fee Receivables Purchase Agreement is hereby amended to read in its entirety as follows: 

 “(ii) convey, transfer or sell more than 25% of its properties and assets to any Person, provided that this provision shall not apply
to or restrict the Originator’s ability to pledge its ownership interest in the Buyer to secure Indebtedness incurred or guaranteed in accordance with Section 7.3(j).” 
  

	 	9.22.	Section 7.3 of the Fee Receivables Purchase Agreement is hereby further amended to add, at the conclusion thereof, the following new subsection (j): 


“(j) Indebtedness for Borrowed Money. Create, incur, guarantee or permit to exist any Indebtedness for Borrowed Money,
except for (A) any such Indebtedness owed on an intercompany basis to the Performance Guarantor or any Affiliate thereof and (B) any such Indebtedness the terms of which include acknowledgment provisions in substantially the form of
Exhibit 7.3(j) hereto.” 
  

	 	9.23.	Section 7.4(a) of the Fee Receivables Purchase Agreement is hereby amended to delete from clause (ix) thereof the phrase “opinion of Orrick, Herrington &
Sutcliffe LLP of even date herewith relating to security interest matters with respect to the Purchase of the CMSC Purchased Assets hereunder” and to substitute therefor the phrase “opinion of Orrick Herrington & Sutcliffe LLP
dated as of April 10, 2007 relating to true sale matters with respect with respect to the Purchase of the CMSC Fee Purchased Assets hereunder and substantive consolidation matters with respect to the Originator and the Buyer”.


  

	 	9.24.	Section 9.1(b) of the Fee Receivables Purchase Agreement is hereby amended to “delete the word “Seller” and substitute therefor the word “Originator”
and to delete the phrase “any Monthly Originator Report”. 

  

	 	9.25.	Section 9.1(c) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “ (A) in the case of a failure to deliver any Monthly
Originator Report pursuant to Section 3.1(a), ten calendar days (provided, however, that such ten-day period may be extended for an additional ten days if such failure to deliver a Monthly Originator Report is due to computer
failure) or (B) in the case of any other failure” and to substitute therefor the phrase “in the case of any failure”. 

  

	 	9.26.	Section 9.1 of the Fee Receivables Purchase Agreement is hereby further amended to delete from the final sentence thereof the phrase “If a KF Purchase Termination Event
occurs” and substitute therefor the phrase “If a KF Purchase Termination Event occurs of which the Originator has knowledge”. 

  

 23 









	 	9.27.	Section 9.2(b) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the text in its entirety and to substitute the following therefor: “Upon the
occurrence of a KF Purchase Termination Event, the Issuer and its assignees shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided to a buyer of accounts, chattel paper,
promissory notes or payment intangibles under the UCC of each applicable jurisdiction and other applicable laws, which rights shall be cumulative. Subject to the limitations on recourse set forth herein but otherwise without limiting the foregoing,
the occurrence of a KF Purchase Termination Event shall not deny to the Issuer or its assignees any remedy in addition to termination of its obligation to make Purchases hereunder to which the Buyer or its assignees may be otherwise appropriately
entitled, whether by statute or applicable law, at law or in equity.” 

  

	 	9.28.	Section 10.1(a) of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “any Fee Monthly Originator Report or any other” and
substitute therefor the phrase “or any”. 

  

	 	9.29.	Section 10.1(c) of the Fee Receivables Purchase Agreement is hereby amended to add, immediately after the phrase “any Lien” the phrase “arising through or under
it”. 

  

	 	9.30.	Section 10.1(g) of the Fee Receivables Purchase Agreement is hereby amended to delete the phrase “any Concession” and substitute therefor the phrase “any
Concession made by the Originator or any Affiliate thereof (other than the Buyer or the Issuer)”. 

  

	 	9.31.	Section 10.1(h) of the Fee Receivables Purchase Agreement is hereby amended to add, after the word “service”, the phrase “(other than any service provided by CRC
or the Issuer or their assignees)”. 

  

	 	9.32.	Section 10.1 of the Fee Receivables Purchase Agreement is hereby further amended to delete from the second to last paragraph thereof, the phrase “the Issuer or the
Issuer” and to substitute therefor the phrase “CRC or the Issuer”. 

  

	 	9.33.	Section 10.1 of the Fee Receivables Purchase Agreement is hereby further amended to add at the conclusion thereof the following paragraph: 

 “Notwithstanding anything to the contrary in this Agreement, any representations, warranties and covenants made by the Seller in this
Agreement or the other Transaction Documents that are qualified by or limited to events or circumstances that have, or are reasonably likely to have, given rise to a Material Adverse Effect shall (solely for purposes of the indemnification
obligations set forth in this Section 10.1) be deemed not to be so qualified or limited.” 
  

	 	9.34.	Section 10.2 of the Fee Receivables Purchase Agreement is hereby amended to delete therefrom the phrase “and any interest of the Originator in the other property described
in clause (v) of Section 2.1(a)”, in both places where such phrase appears. 

  

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	 	9.35.	Schedule 11.2 of the Fee Receivables Purchase Agreement is hereby amended to reflect the Suite number of the Issuer in its notice address as “Suite 4C68” and its telecopy
number as “203-205-1335.” 

  

	 	9.36.	Section 11.6(a) of the Fee Receivables Purchase Agreement is hereby amended: (i) to delete the phrase “the preservation of any rights under,”, (ii) to
delete the word “breach” and substitute therefor the phrase “breach by the Originator”, and (iii) to delete the phrase “or in advising such Persons as to their respective rights and remedies under this Agreement”.


  

	 	9.37.	The exhibits to the Fee Receivables Purchase Agreement are hereby amended to add, as Exhibit 7.3(j) thereto, the form of Exhibit A hereto. 

  

	10.	Amendments to the Servicing Agreement. Effective as of the date hereof, in addition to the modifications described above, the Servicing Agreement is hereby amended as
follows: 

  

	 	10.1.	Section 3.02(c) of the Servicing Agreement is hereby amended to insert, at the end of clause (v) therein, “in each case that such actions are commercially
feasible”. 

  

	 	10.2.	Section 3.02(c) of the Servicing Agreement is hereby further amended to delete clause (vi) thereof in its entirety and to substitute the following therefor:


 “(vi) to determine on or prior to each Reporting Date whether each Receivable included in the Pledged
Assets during the previous month was an Eligible Receivable when sold by Cartus and to identify all Receivables sold to the Issuer during the previous month that were not Eligible Receivables as of the date sold by Cartus, and
otherwise, based on the information provided to it in accordance with the Transaction Documents, to calculate the Net Receivables Balance and make the other calculations required to be included in the Receivables Activity
Report.”
  

	 	10.3.	Section 3.02(d) of the Servicing Agreement is hereby amended to insert, immediately after the phrase “without reimbursement”, the words “except as otherwise
provided herein”. 

  

	 	10.4.	Section 3.03 of the Servicing Agreement (re Servicing Compensation) is hereby amended: (i) to delete therefrom the phrase “multiplied by the Net Receivables
Balance as of the first day of such Monthly Period” and to substitute therefor “multiplied by the Aggregate Receivables Balance as of the last day of such Monthly Period” and (ii) to delete the phrase “CMSC is
replaced as Servicer” and substitute therefor the phrase “any such Successor Servicer becomes Servicer”. 

  

	 	10.5.	Section 3.04 of the Servicing Agreement is hereby amended to add at the conclusion thereof the following subsection (l): 

 “(l) Accuracy of Information. All written information furnished by the Servicer to CRC, the Issuer or the Trustee pursuant to
or in connection with any Transaction Document or any transaction contemplated herein or therein with respect to the Servicer is true and correct in all material respects on such date.” 
  

 25 









	 	10.6.	Section 3.05 of the Servicing Agreement is hereby amended to delete therefrom the text of subsection (e) (currently marked “Reserved”) in its entirety and to
substitute the following therefor: 

 (e) Separate Corporate Existence of CRC and the Issuer. The
Servicer hereby acknowledges that the parties to the Transaction Documents are entering into the transactions contemplated by the Transaction Documents in reliance upon each of the Issuer’s and CRC’s identity as a legal entity separate
from the Servicer. As long as it is the Servicer hereunder, the Servicer will take such actions as shall be required in order that: 
 (i) Neither CRC’s nor the Issuer’s operating expenses will be paid by the Servicer, except that certain organizational expenses of CRC and the Issuer and expenses relating to creation and initial implementation of the Transaction
Documents have been or will be paid by Cartus; 
 (ii) Any financial statements of the Servicer that are consolidated to
include CRC and the Issuer will contain appropriate footnotes clearly stating that (A) all of CRC’s assets are owned by CRC and all of the Issuer’s assets are owned by the Issuer and (B) each of CRC and the Issuer is a separate
corporate entity with its own separate creditors that will be entitled to be satisfied out its respective assets prior to any value in the Issuer or CRC becoming available to CRC’s equity holders; 
 (iii) Any transaction between CRC or the Issuer on the one hand and the Servicer on the other will be fair and equitable, will be the
type of transaction that would be entered into by a prudent Person in the position of CRC and/or the Issuer, as applicable, with the Servicer, and will be on terms that are at least as favorable as may be obtained from a Person that is not the
Servicer or an Affiliate thereof; and 
 (iv) The Servicer will not be, or will not hold itself out to be, responsible for
the debts of CRC or the Issuer. “ 
  

	 	10.7.	Section 3.05(g) of the Servicing Agreement is hereby amended to delete the phrase “to the extent that any such funds nevertheless are deposited into any of such Lockbox
Accounts will promptly identify the same” and to substitute therefor the phrase “will promptly identify any such funds which, to its knowledge, are nevertheless deposited into any of such Lockbox Accounts”. 


 

 26 









	 	10.8.	Section 3.06(e) of the Servicing Agreement is hereby amended to delete the text thereof in its entirety and to substitute therefor: “Record any Home Deeds in its own name
or otherwise record any Home Deeds except that the Servicer may record Home Deeds and/or Home Purchase Contracts in the name of CRC or, if so requested by the Issuer, in the name of the Issuer or its transferees and in such capacities as the Issuer
may require, (w) upon request by the relevant Obligor to record such Home Deeds and/or Home Purchase Contracts, (x) upon or after the lapse of one year from the possession date under the related Home Purchase Contract, (y) upon the
bankruptcy or insolvency of the relevant Obligor or (z) otherwise as required or as deemed advisable in the judgment of the Servicer to be in the best interests of the Issuer and its assignees.” 

  

	 	10.9.	Section 3.07(b) of the Servicing Agreement is hereby amended to delete therefrom the phrase “at the expense of the Servicer” each time it appears therein and to
substitute therefor the phrase “at the expense of the Issuer”. 

  

	 	10.10.	Section 3.07(c) of the Servicing Agreement is hereby further amended to add the words “to the Servicer” immediately after the words “identified” in the last
sentence thereof. 

  

	 	10.11.	Section 3.07 of the Servicing Agreement is hereby further amended to add at the conclusion thereof the following new subsection (d): 

 (d) If as of the end of any fiscal quarter a Weekly Reporting Event under the Indenture has occurred, the Servicer
shall, commencing on the applicable “Weekly Reporting Commencement Date” specified below and continuing until no such Weekly Reporting Event exists for two consecutive fiscal quarters, prepare and deliver to Cartus, CRC, the
Issuer, the Trustee, and the Purchaser, on or before the fifth Business Day of each calendar week, a report with respect to the last Business Day of the preceding week, substantially in the form attached hereto as Exhibit 3.07(d) or in such other
form as is reasonably acceptable to the Purchaser (each such report, a “Weekly Activity Report”). Such Weekly Activity Report shall include (i) a certification that, to the best of the Servicer’s knowledge, no
Unmatured Servicer Default or Servicer Default has occurred and is continuing or, if any such event has occurred and is continuing, a description of such event and the action, if any, that the Servicer proposes to take with respect thereto and
(ii) a calculation of the Net Receivables Balance based on the most recently available interim reporting derived from financial system-generated data in the Servicer’s financial records. As used herein, the “Weekly Reporting
Commencement Date” shall mean: (1) with respect to any Weekly Reporting Event which occurs during calendar year 2007 or if the first such Weekly Reporting Event occurs as of the end of a fiscal year, the week immediately following
the 135th calendar day after the end of the relevant fiscal quarter; (2) with
respect to any other Weekly Reporting Event occurring as of the end of a fiscal year or if the first such Weekly Reporting Event occurs as of the end of any other fiscal quarter after calendar year 2007, the week immediately following the 90th
calendar day after the end of the relevant fiscal quarter and (3) otherwise, the week immediately following the 45th calendar day after the end of the relevant fiscal quarter.” 
  

 27 









	 	10.12.	Section 3.08 of the Servicing Agreement is hereby amended to delete the reference herein to “April 30,” and substitute therefor “May 31”.


  

	 	10.13.	Section 3.09 of the Servicing Agreement is hereby deleted in its entirety. 

  

	 	10.14.	Section 3.10(a) of the Servicing Agreement is hereby amended to delete the text thereof (currently marked “Reserved”) in its entirety and to substitute the following
therefor: 

 “(a) If on any day the Unpaid Balance of any Pool Receivable or Fee Receivable is reduced by
the Servicer as a result of any Concessions made by the Servicer and that are unrelated to the ability of the related Obligor to pay such Pool Receivable or Fee Receivable (each such reduction, a “Servicer Dilution Adjustment”),
then the Servicer shall deposit the amount of such Servicer Dilution Adjustment in cash in the Collection Account and shall report such amount on the next Monthly Originator Report or Weekly Activity Report, as applicable. The Servicer shall deposit
in cash in the Collection Account the amount of all Originator Adjustments received under Section 4.3 of the Purchase Agreement, all Seller Adjustments received under Section 4.3 of the Receivables Purchase Agreement and all Originator Fee
Adjustments received under Section 4.3 of the Fee Receivables Purchase Agreement, and shall report such amounts on the next Monthly Originator Report or Weekly Activity Report, as applicable.” 
  

	 	10.15.	Section 3.10(b) of the Servicing Agreement is hereby amended to add, at the conclusion thereof, the following: “Notwithstanding any other provision of this Agreement, any
other Transaction Documents or the Credit and Collection Policy, the Servicer shall not be required to make any adjustment that would require it to make a Servicer Dilution Adjustment, and the Servicer shall not be required to make a Servicer
Dilution Adjustment with respect to any extension described in the immediately preceding sentence.” 

  

	 	10.16.	Section 3.12(b) of the Servicing Agreement is hereby amended to delete therefrom the parenthetical phrase “(provided that Home Sale Proceeds will be applied only to
reimburse Servicer Advances consistent with CMSC’s practices as of the Closing Date)”. 

  

	 	10.17.	Section 3.14(a) of the Servicing Agreement is hereby amended to delete therefrom the phrase “first, to amounts owed in respect of Pledged Assets and then to other
receivables” and to substitute therefor “in the order that such receivables were originated, with the oldest receivable being paid first.” 

  


 28 









	 	10.18.	Section 4.03 of the Servicing Agreement is hereby amended to delete therefrom the reference to ‘Section 8.07 of the Indenture” and to substitute therefor
“Sections 8.04 and/or 9.04 of the Indenture, as applicable.” 

  

	 	10.19.	Section 7.04 of the Servicing Agreement is hereby amended: (i) to delete from clause (i) thereof the phrase “any Monthly Originator Report” and substitute
therefor “any Monthly Originator Report or Weekly Activity Report, as applicable”; (ii) to insert, at the end of the parenthetical phrase in clause (ii), the words “or that are taken at the direction of the Trustee, the
Administrative Agent or the Purchaser”, and (iii) to add, at the end of the parenthetical phrase “(but not including any write-off of any Receivable”) the words “or any adjustment required by law”.


  

	 	10.20.	Section 11.03 of the Servicing Agreement is hereby amended to reflect the phone number, Suite number and telecopy number of the Issuer as set forth below:


 Telephone: (203) 205-3054 
 Suite Number: 4C68 
 Telecopier: (203) 205-1335 
  

	 	10.21.	Section 11.06 of the Servicing Agreement is hereby amended to substitute, for the word “the Issuer” in each place it appears therein, the phrase “the Issuer or
CRC”. 

  

	 	10.22.	Exhibit A is hereby amended to delete therefrom the reference to “Section 3.09” and substitute therefor “Section 3.08”. 

  

	 	10.23.	The exhibits to the Servicing Agreement are hereby amended to add, as Exhibit 3.07(d) thereto, the form of Exhibit E hereto. 

  

	11.	Amendments to the Indenture. Effective as of the date hereof, in addition to the modifications described above, the Indenture is hereby amended as follows:


  

	 	11.1.	The definitions of “Adjusted Days in Inventory”, “Administrative Agent”, “Aggregate Adjustment Amount”, “Amortization Period”,
“Applicable Stress Factor”, “Base Rate”, “Base Rate Tranche”, “Breakage Amounts”, “Carrying Cost Reserve”, “Change of Control”, “Commercial Paper Notes”, “Concession”,
“Concession Ratio” “Eurodollar Tranche”, “Final Stated Maturity Date”, “Funding Termination Date”, “Interest Payment Date”, “Liquidity Party”, “Loss Ratio”,
“Loss-to-Acquisition Value Reserve”, “Monthly Program Fees”, “Overconcentration Amount”, “Purchaser”, “Required Enhancement Amount”, “Security”, “Servicing Fee Reserve”,
“Weighted Average Inventory Hold Period” and “Yield Reserve” are hereby amended and restated in their entirety to read as follows: 

 “Adjusted Days in Inventory” shall mean, for any Monthly Period, the product of 2.25 times the Weighted Average
Inventory Hold Period for such Monthly Period. 
  

 29 








 “Administrative Agent” shall mean Calyon New York Branch, in its
capacity as Administrative Agent under the Note Purchase Agreement, or any successor to Calyon in such capacity. 
 “Aggregate Adjustment Amount” shall mean, as of any date of determination, the sum of (a) the Overconcentration Amount, (b) the Geographic Overconcentration Amount and (c) the aggregate Unpaid Balance
of all Unsold Home Receivables relating to Homes that have been owned by CRC for more than 365 days. 
 “Amortization Period” shall mean the period commencing at the earlier to occur of (a) the close of business on the Commitment Termination Date and (b) the close of business on the Business Day immediately
preceding the day on which an Amortization Event has occurred, and ending on the date on which (x) the Outstanding Amount shall have been paid in full, together with all accrued interest thereon, and (y) all amounts owed to the
Administrative Agent, the Purchaser and each Liquidity Party hereunder and under the Note Purchase Agreement shall have been paid and satisfied in full. 
 “Applicable Stress Factor” shall mean, as of any date of determination: 
 (i) as used in the calculation of any reserve other than the Carrying Cost Reserve, 2.25, and 
 (ii) as used in the
calculation of the Carrying Cost Reserve, an amount calculated as follows: (1) 1.50 if the current month Weighted Average Inventory Hold Period is less than 120 days; (2) 1.75 if the current month Weighted Average Inventory Hold Period is
greater than or equal to 120 days but not greater than 135 days; and (3) 2.25 if the current month Weighted Average Inventory Hold Period is greater than 135 days. 
 “Base Rate” shall have the meaning set forth in the Note Purchase Agreement. 
 “Base Rate Tranche” shall have the meaning set forth in the Note Purchase Agreement. 
 “Breakage Amounts” shall mean any amounts owed by the Issuer to the Purchaser or any assignee under
Section 2.09 of the Note Purchase Agreement. 
  

 30 








 “Carrying Cost Reserve” shall mean, as of any date of
determination, the percentage equivalent of the product of: 
 (i) the greater of: 
 (a) the Applicable Stress Factor and (b), a fraction, calculated as of the last day of the most recently ended calendar month, the numerator of
which is equal to the maximum Weighted Average Inventory Hold Period for appraised value homes over the most recent 12 months, and the denominator of which is equal to the minimum Weighted Average Inventory Hold Period for appraised value
homes in Inventory over the most recent 12 months; 
 multiplied by 
 (ii) the highest Three Month Average Carrying Cost Ratio for the twelve calendar months ended as of the immediately preceding calendar
month, multiplied by 
 (iii) the Unpaid Balance of the KF Equity Receivables that are Eligible Receivables as of the
last day of the current calendar month. 
 “Change of Control” shall mean any of the following:
(v) the Issuer ceases to be a wholly-owned subsidiary of Cartus, (w) any of Cartus, CRC, or the Issuer ceases to be a wholly-owned subsidiary of Realogy, (x) the equity owners of Realogy as of the Amendment Effective Date cease (other
than as a result of a “Borrower Qualified IPO” as such term is defined in the Realogy Credit Agreement as in effect on the date hereof) to own, directly or indirectly, at least 51% of the equity interests in, or voting securities of,
Realogy, (y) following any initial public offering of Realogy common stock, any other Person not an equity owner of the Performance Guarantor as of the Amendment Effective Date acquires more than 51% of the equity interests in or voting
securities of Realogy or (z) any other “Change in Control” as defined in the Realogy Credit Agreement. 
 “Commercial Paper Notes” shall have the meaning set forth in the Note Purchase Agreement. 
 “Concession” means, with respect to any Receivable at any time that such Receivable (i) is reduced as a result of any cash discount or any adjustment by an Originator or the Servicer, (ii) is subject to
reduction on account of any offsetting account payable of an Originator to an Obligor or is reduced or cancelled as a result of a set-off in respect of any claim by, or defense or credit of, the related Obligor against an Originator or the Servicer
(whether such claim, defense or credit arises out of the same or a related or an unrelated transaction) or (iii) is reduced on account of the obligation of an Originator or the Servicer to the related Obligor. 
 “Concession Ratio” shall mean, for any calendar month and any Fee Receivables, the quotient, expressed as a
percentage, of (a) the aggregate amount of reductions to the Unpaid Balances of Fee Receivables due to Concessions occurring during such calendar month divided by (b) the aggregate Unpaid Balance of Fee Receivables that are Eligible
Receivables as of the last day of such calendar month. 
  

 31 








 “Eurodollar Tranche” shall have the meaning set forth in
the Note Purchase Agreement. 
 “Final Stated Maturity Date” shall mean the
Distribution Date occurring in the 15th Monthly Period following the Monthly Period
in which the Amortization Period commenced. 
 “Funding Termination Date” shall mean (i) each
date on and after the Commitment Termination Date, (ii) any date on which an Amortization Event, Servicer Default, Event of Default or any event which with the giving of notice of lapse of time or both would become an Amortization Event,
Servicer Default or Event of Default; and (iii) any other date on which the conditions to an Increase set forth in the Note Purchase Agreement have not been satisfied. 
 “Interest Payment Date” shall mean unless a different definition is specified in the Note Purchase Agreement, each
Distribution Date. 
 “Liquidity Party” shall have the meaning assigned to the term “Liquidity
Provider” in the Note Purchase Agreement. 
 “Loss Ratio” shall mean for any calendar month and
any Fee Receivables, the quotient, expressed as a percentage, of (a) the aggregate Unpaid Balances of Fee Receivables that have become Defaulted Receivables during such calendar month divided by (b) the aggregate Unpaid Balance of Fee
Receivables that were generated during the sixth calendar month preceding such calendar month. 
 “Loss to
Acquisition Value Reserve” shall mean, as of any date of determination, the percentage equivalent of the product of: 
 (i) Either: 
 (a) if the Three Month Average Loss-to-Acquisition Value Ratio is 5.00% or less, the highest Three Month Average
Loss-to-Acquisition Value Ratio for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month, or 
 (b), if the Three Month Average Loss-to-Acquisition Value Ratio is greater than 5.00%, the sum of (A) 5.00% plus (B) the product of (1) the Applicable Stress Factor and (2) the amount by which the highest Three Month
Average Loss-to-Acquisition Value Ratio for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month exceeds 5.00%. 
  

 32 








 multiplied by 
 (ii) the Unpaid Balance of the KF Equity Receivables that are Eligible Receivables as of the last day of the most recently ended calendar
month. 
 “Monthly Program Fees” shall mean for any Distribution Date, the fees payable to the
Managing Agents under Section 2.03(c) of the Note Purchase Agreement. 
 “Overconcentration
Amount” shall mean, as of any date of determination, the sum of the amounts, with respect to each Corporate Obligor, of the excess, if any, of (i) the aggregate Unpaid Balance of all Fee Receivables owing by such Obligor as of such
date of determination over (ii) the Corporate Concentration Limit with respect to such Corporate Obligor. 
 “Purchaser” shall have the meaning set forth in the Note Purchase Agreement, provided that any references to “the Purchaser” in the singular shall mean and be references to all of the Purchasers in the
event there is more than one Purchaser under the Note Purchase Agreement. 
 “Required Enhancement
Amount” shall mean, as of any date of determination, an amount equal to the greater of (i) 15% of the Net Receivables Balance and (ii) the sum of the Fee Loss Reserve, the Loss-to-Acquisition Value Reserve, the Carrying Cost
Reserve, the Yield Reserve, the Servicing Fee Reserve and the Unbilled USPS Loss Reserve; provided, however, that after the declaration or occurrence of an Amortization Event, the Required Enhancement Amount shall equal the Required
Enhancement Amount in effect on the date of the declaration or occurrence of such Amortization Event. 
 “Security” shall mean a Security as defined in Section 2 of the Securities Act of 1933, as amended. 
 “Servicing Fee Reserve” shall mean, as of any date of determination, the product of (i) the Servicing Fee multiplied by (ii) a fraction, the numerator of which is the Adjusted Days in
Inventory as of the end of the current Monthly Period and the denominator of which is 360, multiplied by (iii) the Aggregate Receivable Balance at the end of the most recent Monthly Period. 
 “Weighted Average Inventory Hold Period” shall mean, for any Monthly Period, the average number of days the Homes
have been owned by CRC as of the close of business on the last day of such Monthly Period, weighted by the aggregate purchase prices paid by CRC for such Homes. 
  


 33 








 “Yield Reserve” shall mean, as of any date of determination
during an Interest Period, the quotient, expressed as a percentage, of (a) the product of (i) the sum of (A) 1.5% plus (B) the Eurodollar Rate for the Interest Period in which such date occurs multiplied by (ii) the
Outstanding Amount multiplied by (iii) Adjusted Days in Inventory as of the end of the current Monthly Period, divided by (b) 360. 
  

	 	11.2.	The definition of “Required Amount” in Section 1.01 of the Indenture is hereby amended (x) to delete from clause (i) thereof the phrase
“if CMSC is no longer the Servicer,” and (y) to delete from clause (ii) thereof the phrase “for which CMSC was not the Servicer”. 

  

	 	11.3.	The definition of “Transaction Documents” in Section 1.01 of the Indenture is hereby amended to add at the conclusion thereof, “and the
Subordinated Note”. 

  

	 	11.4.	The definitions of “Federal Funds Rate”, “Finance Rate”, “Libor Rate”, “Liquidity
Purchase”, “Liquidity Termination Date”, “Monthly Program Fee Rate”, “Related Commercial Paper” and “Reserve Percentage” are hereby deleted
in their entirety. 

  

	 	11.5.	The following new definitions are added to Section 1.01 of the Indenture, in appropriate alphabetical order: 

 “Amendment Effective Date” shall mean April 10, 2007. 
 “Commitment Termination Date” shall have the meaning set forth in the Note Purchase Agreement. 
 “Leverage Ratio” shall mean on any date, the ratio of (a) Total Senior Secured Net Debt as of such date to
(b) EBITDA for the period of four consecutive fiscal quarters of the Borrower most recently ended as of such date, all determined on a consolidated basis in accordance with GAAP; provided, that EBITDA shall be determined for the relevant
Test Period on a Pro Forma Basis. Capitalized Terms used in this definition shall have the meaning set forth in the Realogy Credit Agreement as in effect on April 10, 2007, without giving effect to any subsequent amendments. 
 “Managing Agent” shall have the meaning set forth in the Note Purchase Agreement. 
 “Monthly Servicing Fee” means, with respect to any Distribution Date, the portion of the Servicing Fee that has
accrued with respect to the most recent Monthly Period. 
  

 34 








 “Performance Guarantor” shall mean Realogy, as
“guarantor” under the Realogy Guaranty. 
 “Realogy Credit Agreement” shall mean that
certain Credit Agreement dated as of April 10, 2007 among Domus Intermediate Holdings, Corp. Realogy, the lenders and other financial institutions party hereby and JP Morgan Chase Bank, N.A., as Administrative Agent. 
 “Six Month Weighted Average Inventory Hold Period” for any calendar month will equal the average of the Weighted
Average Inventory Hold Periods for each of the immediately preceding six calendar months. 
 “Subordinated
Note” shall mean indebtedness of the Issuer to Cartus incurred pursuant to that certain Kenosia Subordinated Note dated as of April 10, 2007, the form of which is attached as Exhibit A hereto. 
 “Three Month Weighted Average Inventory Hold Period” for any calendar month will equal the average of the Weighted
Average Inventory Hold Periods for each of the immediately preceding three calendar months. 
 “Weekly Activity
Report” shall have the meaning set forth in Section 3.07(d) of the Servicing Agreement. 
 “Weekly Reporting Event” shall mean that, commencing with the quarter ending June 30, 2007, the Leverage Ratio as of the end of such fiscal quarter exceeds the applicable ratio set forth below: 
  

			
	 Fiscal Quarter Ending
	  	Senior Secured
Leverage Ratio
	 June 30, 2007
	  	6.00:1.00
		
	 September 30, 2007
	  	6.00:1.00
		
	 December 31, 2007
	  	6.00:1.00
		
	 March 31, 2008
	  	5.10:1.00
		
	 June 30, 2008
	  	5.10:1.00
		
	 September 30, 2008
	  	5.10:1.00
		
	 December 31, 2008
	  	5.10:1.00
		
	 March 31, 2009
	  	5.10:1.00
		
	 June 30, 2009
	  	5.10:1.00
		
	 September 30, 2009
	  	4.75:1.00
		
	 December 31, 2009
	  	4.75:1.00
		
	 March 31, 2010
	  	4.75:1.00
		
	 June 30, 2010
	  	4.75:1.00
		
	 September 30, 2010
	  	4.75:1.00
		
	 December 31, 2010
	  	4.75:1.00
		
	 March 31, 2011 and thereafter
	  	4.50:1.00

  

 35 









	 	11.6.	Section 2.10(a) of the Indenture is hereby amended: (i) to delete therefrom the phrase “Liquidity Termination Date” and to substitute therefor the phrase
“Funding Termination Date” and (ii) to delete therefrom the phrase “or the Servicer on its behalf”. 

  

	 	11.7.	Section 3.01(k) of the Indenture is hereby amended to add “Suite 4C68,” to the Issuer’s address between the word “Road” and the word
“Danbury”. 

  

	 	11.8.	Section 3.01(p) of the Indenture is hereby amended to delete the first sentence thereof and to substitute the following therefor: “Each Receivable included in the Pledged
Assets hereunder, unless otherwise identified to the Trustee, the Purchaser and the Servicer, is an Eligible Receivable on the date of transfer to the Issuer and on each date the same is reported by or on behalf of the Issuer as included in the
calculation of the Net Receivables Balance.” 

  

	 	11.9.	Section 3.03 (f) of the Indenture is hereby amended to read in its entirety as follows: 

 (f) Indebtedness. Issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any debt, duty, liability
or obligation of any kind except for (i) indebtedness owed to Cartus under the Subordinated Note which indebtedness was incurred for the purpose of acquiring Pledged Assets and which indebtedness is expressly subordinated to the payment of the
Notes and (ii) any debt, duty, liability or other obligation which is expressly provided for pursuant to the terms of the Transaction Documents and the Notes; 
  

	 	11.10. 	Section 3.03(j) of the Indenture is hereby amended to delete the last sentence thereof and to substitute the following therefor: “For the avoidance of doubt, it is hereby
agreed and acknowledged that (i) funds transferred or held by the Servicer pursuant to Section 4.01 of the Servicing Agreement and (ii) payments made to Cartus in respect of the Subordinated Note with any funds not required to be
distributed to the Expense Subaccount or the Principal Subaccount under Section 9.04, are not considered Restricted Payments made in violation of this Section 3.03(j). 

  

 36 









	 	11.11. 	Section 3.03 of the Indenture is hereby amended to add at the conclusion thereof the following subsection (k): 

 “(k) Limited Liability Company Agreement. Except with respect to a change in name made in compliance with
Section 3.03(a), amend or modify its limited liability company agreement without the prior written consent of the Majority Investors.” 
  

	 	11.12. 	Section 3.06(e) of the Indenture is hereby amended to add at the conclusion thereof the following: “The Issuer shall not, without the prior written consent of the Trustee
and the Majority Investors waive timely performance or observance by the Servicer of its obligations under the Servicing Agreement, by Cartus of its obligations under the Purchase Agreement or Fee Receivables Purchase Agreement, by CRC of its
obligations under the Receivables Purchase Agreement or by Realogy of its obligations under the Realogy Guarantee.” 

  

	 	11.13. 	Section 3.07(b) of the Indenture is hereby amended to add at the conclusion thereof the following: “and the Issuer will maintain a telephone number and stationery that are
separate and distinct from those of each CMS Person”. 

  

	 	11.14. 	Section 4.01 of the Indenture is hereby amended to delete the reference to Section “12.14” and to substitute therefor “13.14”. 

  

	 	11.15. 	Section 4.02 of the Indenture is hereby amended to delete therefrom the phrase “and the applicable Indenture Supplement’. 

  

	 	11.16. 	Section 8.04(d) of the Indenture is hereby amended to delete therefrom clauses (iii) and (iv) in their entirety and to substitute the following therefor:


 “(iii) To the Expense Subaccount, the Monthly Servicing Fee to be distributed on such Distribution Date
plus any Monthly Servicing Fee previously accrued with respect to any Monthly Period and unpaid; 
 (iv) During the
Amortization Period, to the Principal Subaccount, the Collections on such Deposit Date (after giving effect to the transfers set forth in clauses (i), (ii) and (iii) above); provided, however, that the aggregate amount
deposited into the Principal Subaccount pursuant to this clause on any Deposit Date shall not exceed the Outstanding Amount on the immediately preceding Business Day;” 
  

	 	11.17. 	Section 10.01(a) of the Indenture is hereby amended to delete therefrom the phrase “three Business Days” and to substitute therefor “five Business Days”.


  

	 	11.18. 	Section 10.01(b) of the Indenture is hereby amended to delete therefrom the phrase “an Authorized Officer of any CMS Person” and substitute therefor the phrase
“an Authorized Officer of the Issuer”. 

  

 37 









	 	11.19. 	Section 10.01(h) of the Indenture (currently marked “Reserved”) is hereby amended to delete the text thereof in its entirety and to substitute therefor the following:


 “(h) Failure of the Servicer or the Performance Guarantor to pay any principal and/or interest in
respect of any Indebtedness under the Realogy Credit Agreement or under any other indenture or agreement governing any Indebtedness the principal amount of which exceeds $25,000,000 and such failure shall continue beyond the applicable grace period,
if any, specified in the agreement or instrument governing such Indebtedness; or (ii) the default by the Servicer or the Performance Guarantor in the performance of any term, provision or condition contained in any agreement described in clause
(i) above, or the existence of any event or condition with respect to any Indebtedness arising under any such agreement, if the effect of such default, event or condition is to cause, or permit the holder of such Indebtedness to cause, such
Indebtedness to become due prior to its stated maturity, including without limitation the occurrence of any “Event of Default” under the Realogy Credit Agreement; or (iii) any Indebtedness of the Servicer or the Performance Guarantor
in a principal amount exceeding $25,000,000 shall be declared to be due and payable or is required to be prepaid (other than by a regularly scheduled payment or a mandatory redemption or prepayment provision) prior to the scheduled date of maturity
thereof.” 
  

	 	11.20. 	Section 10.01(l) of the Indenture is hereby amended to delete therefrom the number “8.5%” and to substitute therefor the number “10.0%”.


  

	 	11.21. 	Section 10.01(n) of the Indenture is hereby amended to delete the text thereof in its entirety and to substitute therefor the following: 

 “(n) Either the Three Month Weighted Average Inventory Hold Period exceeds 150 days or the Six-Month Weighted Average Inventory Hold
period exceeds 135 days”; 
  

	 	11.22. 	Section 10.01(o) of the Indenture (currently marked “Reserved”) is hereby amended to delete the text thereof in its entirety and to substitute therefor the following:


 “(o) Realogy shall have breached its obligations under any financial covenants included in the Realogy
Credit Agreement”. 
  

	 	11.23. 	Section 10.01 of the Indenture is hereby further amended to add the word “or” at the conclusion of Section 10.01(p) and then to add, immediately thereafter the
following clause (q): 

 “(q) A Change of Control shall have occurred;” 
  

	 	11.24. 	Section 12.01 of the Indenture is hereby amended to delete the text thereof in its entirety and to substitute therefor “[Reserved]”. 

  

	 	11.25. 	Section 13.04 of the Indenture is hereby amended to add “Suite 4C68,” to the Issuer’s address between the word “Road” and the word “Danbury”.


  

 38 









	 	11.26. 	The Indenture is further amended by adding, as Exhibit A thereto, the form of Subordinated Note attached to this Amendment as Exhibit D. 

  

	12.	Further Assurances. Each of Cartus, CRC, the Issuer, Atlantic, Calyon and Realogy agrees that the foregoing amendments have been entered into with the intent of implementing
such modifications to the Affected Documents as are necessary to reflect the terms and provision of that certain Summary of Terms and Conditions (the “Summary of Terms”), a copy of which is attached hereto as Exhibit C,
including the intent that covenants set forth in the similar documents for Apple Ridge Funding LLC, to the extent not inconsistent with express provisions in the Summary of Terms, be incorporated into the Affected Documents. Each party hereto agrees
that, at the expense of the Issuer, Calyon will prepare amended and restated versions of the Affected Documents which will incorporate the modifications made prior to the date hereof and otherwise set forth herein, together with such other
modifications as may be reasonably necessary (i) to implement the intent and provisions of the Summary of Terms, (ii) to eliminate any inconsistencies in the Affected Documents, whether resulting from the modifications herein or otherwise,
and (iii) to reflect such other terms as may be mutually agreeable to such parties following further review of the Affected Documents. Each party agrees to use commercially reasonable efforts to review, and to execute and deliver such restated
documents no later than June 30, 2007, it being understood that no party shall be required to agree to any amended terms which it reasonably deems to be materially adverse to it and are not otherwise expressly contemplated herein or in the
Summary of Terms. 

  

	13.	Consent to Amendment to Limited Liability Company Agreement. The parties hereto hereby consent to the amendment to the limited liability company agreement of the Issuer to
permit the incurrence of subordinated indebtedness to the same extent provided in Section 3.03(f) of the Indenture, as such section is amended by this Agreement, and Calyon and Atlantic by execution hereof hereby state that this consent
constitutes the consent of the Majority Investors. 

  

	14.	Conditions Precedent. This Agreement shall become effective upon (A) receipt by the Trustee and Calyon of execution copies of this Agreement and (B) the receipt by
the Trustee and Calyon of the other items listed on the Document Checklist attached hereto as Exhibit B or the waiver thereof by Calyon and (C) confirmation to the Trustee from Calyon that Calyon has received payment of all up-front fees owed
to it under that certain Fee Letter of even date herewith between Calyon and the Issuer. 

  

	15.	GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING §5-1401 OF THE NEW YORK GENERAL
OBLIGATIONS LAW, BUT OTHERWISE WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. 

  

	16.	Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which when taken together shall constitute one and the same agreement. 

  

 39 









	17.	References to and Effect on Affected Documents. Upon the effectiveness of this Agreement: (i) all references in any Affected Document to “this agreement”,
“hereof”, “herein” or words of similar effect referring to such Affected Document shall be deemed to be references to such Affected Document as amended by this Agreement; (ii) each reference in any of the Affected Documents
to any other Affected Document and each reference in any of the other Transaction Documents to any of the Affected Documents shall each mean and be a reference to such Affected Document as amended by this Agreement; and (iii) each reference in
any Transaction Document to any of the terms or provisions of an Affected Document which are redefined or otherwise modified hereby shall mean and be a reference to such terms or provisions as redefined or otherwise modified by this Agreement.


  

	18.	No Waiver. This Agreement shall not be deemed, either expressly or impliedly, to waive, amend or supplement any provision of the Affected Documents other than as set forth
herein, each of which Affected Document, as modified hereby, remains in full force and effect and is hereby reaffirmed, ratified and confirmed. 

  

	19.	Confirmation of Sole Holder. The Issuer hereby confirms to the other parties hereto that the Issuer has not issued any Notes under the Indenture other than the Series 2002-1
Notes, and that Calyon as Managing Agent on behalf of Atlantic is the registered holder of 100% of the Series 2002-1 Notes issued under the Indenture. By its signature hereto each of Calyon and Atlantic hereby represent that (i) Atlantic is the
sole beneficial owner of the Series 2002-1 Notes assigned under the Assignment Agreement; (ii) each of Atlantic and Calyon is duly authorized to consent to this Agreement and to direct the Trustee as set forth herein; and (iii) its
authorization has not been granted or assigned to any other person or entity. Accordingly, each of the Issuer, Calyon and Atlantic hereby consents to this Agreement and the amendments to the Affected Documents contemplated hereby, and hereby directs
the Trustee to consent to and accept this Agreement. 

  

 40 








 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers
thereunto duly authorized as of the date first above written. 
  

					
	CARTUS CORPORATION
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	CARTUS RELOCATION CORPORATION
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	KENOSIA FUNDING, LLC
		
	By:	 	/s/ Eric Barnes
		 	Name:	 	Eric Barnes
		 	Title:	 	SVP, CFO
	
	REALOGY CORPORATION
		
	By:	 	/s/ Seth Truwit
		 	Name:	 	Seth I. Truwit
		 	Title:	 	Senior Vice President, Interim General Counsel, and Corporate Secretary
	
	 THE BANK OF NEW YORK,
 not in its individual
capacity but solely as Trustee

		
	By:	 	/s/ Catherine Cerilles
		 	Name:	 	Catherine Cerilles
		 	Title:	 	Vice President


 [Signature Page to Kenosia Fifth Omnibus Amendment] 








					
	 ATLANTIC ASSET SECURITIZATION LLC
 as a
Conduit Purchaser

		
	By:	 	/s/ Kostantina Kourmpetis
		 	Name:	 	Kostantina Kourmpetis
		 	Title:	 	Managing Director
		
	By:	 	/s/ Richard McBride
		 	Name:	 	Richard McBride
		 	Title:	 	Director
	
	 CALYON NEW YORK BRANCH,
 as Administrative
Agent, as a Managing Agent and as a Committed Purchaser

		
	By:	 	/s/ Kostantina Kourmpetis
		 	Name:	 	Kostantina Kourmpetis
		 	Title:	 	Managing Director
		
	By:	 	/s/ Richard McBride
		 	Name:	 	Richard McBride
		 	Title:	 	Director


 [Signature Page to Kenosia Fifth Omnibus Amendment] 







 EXHIBIT A 
 Form of Exhibit 7.3(j) to Purchase Agreement 
 Required Creditor Acknowledgment Provisions

 See Attached. 







 ACKNOWLEDGMENT PROVISIONS FOR KENOSIA FUNDING, LLC 
 For purposes of this Section             , capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the Indenture dated as of March 7, 2002, among Kenosia Funding, LLC (“Kenosia”) and The Bank of New York (the “Trustee”), or, if not
defined therein, as assigned to such terms in the “CMGFSC Purchase Agreement,” “Receivables Purchase Agreement” or “Fee Receivables Purchase Agreement” referred to therein, in each case as each such agreement has been
amended by (i) that certain Omnibus Amendment, Agreement and Consent dated December 20, 2004, (ii) that certain Second Omnibus Amendment, Agreement and Consent dated May 19, 2005; (iii) that certain Third Omnibus Amendment,
Agreement and Consent dated May 2, 2006, (v) that certain Fourth Omnibus Amendment and Agreement dated February 28, 2007 and (vi) that certain Fifth Omnibus Amendment dated April 10, 2007 by and among Kenosia, the Trustee,
Cartus Relocation Corporation (“CRC”), Cartus Corporation (“Cartus”) and certain other parties. Subsequent references in this Section             
to Cartus and CRC 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 execution of the Credit Agreement (or its Assignment and Acceptance) and/or its acceptance of the benefits of this Agreement acknowledges and agrees, as follows, solely in its capacity as a Secured Party: 
 (a) Each Secured Party hereby acknowledges that (i) CRC is a limited purpose corporation whose primary activities are restricted in its certificate
of incorporation to purchasing CMSC Purchased Assets (also referred to as Cartus Purchased Assets) from Cartus pursuant to the CMGFSC 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 Seller Receivables to Kenosia, and such other activities as it deems necessary or appropriate in
connection therewith and (ii) Kenosia is a limited purpose limited liability company whose activities are limited in its limited liability company agreement to purchasing Seller Receivables and other KF Purchased Assets from CRC under the
Receivables Purchase Agreement and purchasing Originator Fee Receivables and other Originator Fee Assets from Cartus under the Fee Receivables Purchase Agreement, funding such acquisitions through the issuance of the Notes, pledging such purchased
assets to the Trustee and such other activities as it deems necessary or appropriate to carry out such activities. The CMSC Receivables, the Seller Receivables and the Originator Fee Receivables are hereinafter referred to collectively as the
“Pool Receivables”. 
 (b) Each Secured Party hereby acknowledges and agrees that (i) 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 CRC in connection therewith or any Pool Receivables, including any Related
Property relating thereto, any proceeds thereof or earnings thereon (collectively, the “Pool Assets”), (ii) neither CRC nor Kenosia is a Loan Party, (iii) such Secured Party is not a creditor of, and has no recourse to,
CRC 








 
or Kenosia pursuant to the Credit Agreement or any other Loan Document, and (iv) such Secured Party has no lien on or claim, contractual or otherwise,
arising under the Credit Agreement or any other Loan 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 CRC or Kenosia. 
 (c) No Secured Party will institute
against or join any other Person in instituting against CRC or Kenosia any insolvency proceeding, or solicit, join in soliciting, cooperate with or encourage any motion in support of, any insolvency proceeding involving CRC or Kenosia until one year
and one day after the payment in full of all Notes provided, that the foreoging 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
            ) permitted or required by applicable laws with respect to any insolvency proceeding instituted against CRC or Kenosia by any other person. 
 (d) 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, CRC, Kenosia 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, CRC and Kenosia and Kenosia’s assigns, including the 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 Trustee and the Noteholders until all amounts owing under the Indenture shall have been paid in full, and the Secured Parties agree to turn over to the Trustee
any amounts received contrary to the provisions of this clause (d). 
 (e) Each Secured Party hereby covenants and agrees that it will not
agree to any amendment, supplement or other modification of this Section              without the prior written consent of the Trustee. Each Secured Party further agrees that the
provisions of this Section              are made for the benefit of, and may be relied upon and enforced by, the Trustee and that the Trustee shall be a third party beneficiary of
this Section             . 







 EXHIBIT B 
 Closing Checklist 
 See Attached. 







 4/4/07 
 $175,000,000 
 Kenosia Funding LLC, 
 Secured Variable Funding Notes, Series 2002-1 
 BTM-Calyon Assignment and
Amendments 
 April 10, 2007 
  
  
 CLOSING INDEX 

 
  
 Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Indenture. All items listed in bold,
italic font are to be delivered by the Issuer or its counsel and all items listed in italic, underlined font are to be delivered by Richards, Layton & Finger (“RLF”). All items listed
in SMALL CAPS ARE TO BE DELIVERED BY THE BANK OF NEW YORK.

 Principal Documents 
 1. Fifth
Omnibus Amendment, Agreement and Consent (the “Omnibus Amendment”), dated as of April 10, 2007, and concerning the following documents: 
 1. Purchase Agreement, dated as of March 7, 2002 (the “Purchase Agreement”), between Cartus Corporation (“Cartus”) as Originator and Cartus Relocation Corporation
(“CRC”) as Buyer. 
 2. Receivables Purchase Agreement, dated as of March 7, 2002 (the “Receivables
Purchase Agreement”) between CRC as Seller and Kenosia Funding, LLC (the “Issuer”) as Buyer. 
 3. Fee
Receivables Purchase Agreement, dated as of March 7, 2002 (the “Fee Receivables Purchase Agreement”) between Cartus as Seller and the Issuer as Buyer. 
 4. Servicing Agreement, dated as of March 7, 2002 (the “Servicing Agreement”) among Cartus, as Originator and Servicer, CFC
as Originator, CRC as Originator, the Issuer and The Bank of New York (“BNY”) as Trustee. 
 5. Indenture, dated as of
March 7, 2002 (the “Indenture”) between the Issuer and BNY as Trustee and as Paying Agent, Authentication Agent and Transfer Agent and Registrar. 
 2. Amended and Restated Guaranty from Realogy Corporation (“Realogy”),. 







 3. Assignment and Acceptance Agreement, dated as of April 10, 2007 (the “Assignment
Agreement” among The Bank of Tokyo Mitsubishi, UFJ, Ltd. (“BTM”) and Gotham Funding Corporation (“Gotham”) as “Assignors” and Calyon New York Branch (“Calyon”) and Atlantic Asset
Securitization Corp. (“Atlantic”) as Assignees. 
 4. Amended and Restated Note Purchase Agreement relating to the Series 2002-1
Notes, dated April 10, 2007 (the “Note Purchase Agreement”) among the Issuer, Cartus, Atlantic, Financial Institutions and Managing Agents from time to time party thereto, and Calyon as Administrative Agent. 
  

					
	SCHEDULES	 	I	  	Conditions Precedent Documents
		 	II	  	Purchaser Group Limits / Commitments
		 	III	  	Location of Certain Offices; Organizational and Federal Employer Identification Numbers
			
	EXHIBITS	 	A	  	Form of Assignment and Acceptance
		 	B	  	Form of Increase Request
		 	C	  	Form of Joinder Agreement
		 	D	  	Form of Stated Amount Increase Notice

 5. Variable Funding Note 
 (a) Calyon as Managing Agent on behalf of it and Atlantic. 
 6. Subordinated Note made by the Issuer and payable to
the order of Cartus. 
 Kenosia Funding LLC 
 7. Certified copy of Amended Certificate of Formation from the Secretary of State of the State of Delaware. 
 8. Good Standing
Certificate from the State of Delaware and qualification to do business in Connecticut. 
 9. Secretary’s Certificate of the Issuer
relating to various matters including: (a) Limited Liability Company Agreement and Certificate of Formation of the Issuer; (b) authorizing resolutions of the Board of Directors of the Issuer; and (c) incumbency and specimen signatures of authorized
signatories of the Issuer. 
 10. Officer’s Certificate required pursuant to Section 3.01 of the Note Purchase Agreement, signed by
two Vice Presidents of the Issuer, relating to (i) truthfulness of representations and warranties, (ii) compliance with all conditions precedent, (iii) no material adverse change, and (iv) no untrue statement of a material nature or
omission of a material fact. 
 11. Officer’s Certificate pursuant to the Indenture, certifying that all conditions precedent provided in
the Indenture with respect to the Fifth Omnibus Amendment and the authentication and delivery of the new Note have been complied with. 
  

 2 








 12. Order to Authenticate and Deliver the Note. 
 Cartus Corporation 
 13. Certified copy of Amended Certificate of Incorporation from the
Secretary of State of the State of Delaware. 
 14. Good Standing Certificate from the State of Delaware and qualification to do business in
Connecticut. 
 15. Secretary’s Certificate of Cartus, relating to various matters including: (a) Certificate of Incorporation;
(b) Bylaws; (c) authorizing resolutions of the Board of Directors of Cartus; and (d) incumbency and specimen signatures of authorized signatories of Cartus. 
 16. Officer’s Certificate required pursuant to Section 3.01 of the Note Purchase Agreement, signed by any two of the Chairman of the Board of Directors, the President, any Vice President and the
Treasurer of Cartus, relating to (i) truthfulness of representations and warranties, (ii) compliance with all conditions precedent, (iii) no material adverse change, and (iv) no untrue statement of a material nature or omission
of a material fact. 
 Cartus Relocation Corporation 
 17. Certified copy of Amended Certificate of Incorporation from the Secretary of State of the State of Delaware. 
 18. Good Standing Certificate from the State of Delaware and qualification to do business in Connecticut. 
 19.
Secretary’s Certificate of CRC, relating to various matters including: (a) Certificate of Incorporation; (b) Bylaws; (c) authorizing resolutions of the Board of Directors of CRC; and (d) incumbency and specimen signatures of
authorized signatories of CRC. 
 20. Officer’s Certificate required pursuant to Section 3.01 of the Note Purchase Agreement, signed
by any two of the Chairman of the Board of Directors, the President, any Vice President and the Treasurer of CRC, relating to (i) truthfulness of representations and warranties, (ii) compliance with all conditions precedent, (iii) no
material adverse change, and (iv) no untrue statement of a material nature or omission of a material fact. 
 Realogy 

 21. Certified copy of Amended and Restated Certificate of Incorporation from the Secretary of State of the State of Delaware. 
 22. Good Standing Certificate from the State of Delaware. 
 23. Secretary’s Certificate of Realogy relating to various matters including: (a) Certificate of Incorporation; (b) Bylaws; (c) authorizing resolutions of the Board of Directors of Realogy; and (d) incumbency
and specimen signatures of authorized signatories of Realogy. 
  

 3 








 24. Officer’s Certificate required pursuant to Section 3.01 of the Note Purchase Agreement, signed by any two
of the Chairman of the Board of Directors, the President, any Senior Vice President and the Treasurer of Realogy, relating to (i) truthfulness of representations and warranties, (ii) compliance with all conditions precedent, (iii) no material
adverse change, and (iv) no untrue statement of a material nature or omission of a material fact. 
 Opinions 

25. Opinion of Bruce Perlman, general counsel to Cartus, the Issuer, CRC and Kenosia. 
 26. Opinion of Seth Truwit, interim general counsel to Realogy. 
 27. Opinion of Orrick, Herrington
& Sutcliffe LLP (“Orrick”), special counsel to Cartus, CRC and the Issuer, regarding enforceability and certain corporate matters. 
 28. Reliance Letter from Orrick, special counsel to Cartus, CRC and the Issuer, regarding certain prior opinions on UCC creation issues, enforceability, tax and other corporate matters. 
 29. Reliance Letter from Richards Layton & Finger, P.A., special Delaware counsel to Cartus, CRC and the Issuer, regarding UCC perfection issues.

 30. Opinion of Orrick, special counsel to Cartus, CRC and the Issuer, regarding substantive non-consolidation matters with respect to Cartus, CRC
and the Issuer. 
 31. Opinion of Orrick, special counsel to Cartus, regarding “true sale” matters with respect to the transfer of
receivables by Cartus to CRC. 
 32. Opinion of Orrick, special counsel to Cartus, regarding “true sale” matters with respect to the
transfer of receivables by Cartus to the Issuer. 
 33. Opinion of Orrick, special counsel to Cartus, CRC and the Issuer, regarding certain
bankruptcy issues with respect to Home Sale Proceeds. 
 34. RELIANCE LETTER FROM
THACHER, PROFITT &WOOD, COUNSEL TO BNY, WITH RESPECT TO CERTAIN MATTERS RELATING
TO BNY AS PAYING AGENT, AUTHENTICATING AGENT, TRANSFER AGENT AND REGISTRAR. 
 Miscellaneous 
 35. Return of Notes from BTM for
Cancellation. 
 36. Administrative Agent Fee Letter. 
 37. Fee
Letter. 
 38. Issuer’s Form W-9. 
 Liquidity Documents 
 39. Liquidity Asset Purchase Agreement. 
  


 4 








 EXHIBIT C 
 Summary of Terms 
 See Attached. 







 KENOSIA FUNDING LLC 
 as Issuer 
 CARTUS
CORPORATION 
 as Originator and Servicer 
 CARTUS RELOCATION CORPORATION 
 as
Originator 
 $175,000,000 Secured Variable Funding Notes 
 Preliminary Summary of Terms and Conditions 
 Not a Commitment – For Discussion
Purposes Only 
  

			
		 	Transaction Overview
		
		 	 Cartus Corporation (“Cartus” or the “Originator”), a wholly-owned indirect subsidiary of Realogy Corporation
(“Realogy”) has established two special purpose, bankruptcy remote subsidiaries: (i) Cartus Relocation Corporation (“CRC”), and (ii) Kenosia Funding LLC (the “Issuer”). CRC and the Issuer
were created for the purpose of purchasing from Cartus Receivables and acquiring interests in Homes arising under certain Pool Relocation Management Agreements (as each such term is hereinafter defined) with various employers
(“Employers”). The Pool Relocation Management Agreements consist exclusively of Relocation Management Agreements (as defined below) which: (i) are entered into between Cartus and an Employer which is the United States of
America, any state or local government, or any agency or instrumentality of any of the foregoing (each, a “Governmental Obligor”) or (ii) are entered into between Cartus and a private Employer (i.e., not the United States of
America or any agency or instrumentality thereof) (each, a “Corporate Obligor”) and which do not obligate the Employer to reimburse Cartus for any losses it or its assignees incur on the resale of the related Home.
  
 Under the Purchase Agreement (as defined below) CRC purchases, all Receivables arising under Pool
Relocation Management Agreements constituting “Government Guaranteed Contracts” as defined below, in each case from the effective date of the assignment of such Government Guaranteed Contract to CRC, and all Receivables arising under Pool
Relocation Management Agreements the Employer under which is a Corporate Obligor and which are generated by Cartus (the “Cartus Receivables”) from time to time under the Pool Relocation Management Agreements, all security interests
and liens securing payment of such










			
		 	 Cartus Receivables, all rights under warranties, indemnities or insurance relating thereto, all rights to proceeds arising out of or with respect to
any Homes under the related Relocation Management Agreement (“Home Sale Proceeds”) and all records relating thereto (collectively, “Related Property” and with respect to the Cartus Receivables, the “Cartus
Related Property”), all collections received on account or otherwise in connection with the Cartus Receivables and all proceeds thereof and earnings thereon (together with the Cartus Receivables and the Cartus Related Property, the
“Cartus Purchased Assets”) pursuant to a purchase agreement (the “Purchase Agreement”) between CRC and Cartus, as seller (the “Seller”). As used above, “Government Guaranteed
Contract” means any Relocation Management Agreement with a Governmental Obligor that provides for the payment in full by such Governmental Obligor of all “Direct Expenses”, “Service Fees”, “Other Reimbursable
Expenses” (each as defined in the Purchase Agreement) and any loss on sale with respect to a home. Capitalized terms used in this Preliminary Summary of Terms without definition shall have the meanings set forth in the Purchase Agreement or, if
not defined therein, as defined in the Fee Receivables Purchase Agreement referred to below, or if not defined in either such agreement, in the Indenture referred to below.
  
 CRC also has made and continues to make offers under the Pool Relocation Management Agreements to
purchase residential real estate (“Homes”) from Employees (as hereinafter defined) and enters into a CRC Home Purchase Contract (as hereinafter defined) with each such Employee and acquires each such Home by making Equity Payments,
Mortgage Payments and Mortgage Payoffs (as hereinafter defined). Cartus as Servicer retains all of its obligations under the Pool Relocation Management Agreements, including the obligation to remarket and sell the Homes.
  
 CRC sells to the Issuer all of its right, title and interest in: (i) the Cartus Purchased Assets,
(ii) all rights of CRC under the Purchase Agreement and the Performance Guarantee with respect to the Cartus Purchased Assets, all Receivables arising out of Equity Payments (as hereinafter defined), Mortgage Payments (as hereinafter defined) and
Mortgage Payoffs (as hereinafter defined) made by CRC in respect of the CRC Home Purchase Contracts (collectively, the “CRC Receivables” and, together with the Cartus Receivables and the Originator Fee Receivables, the “Pool
Receivables”), (iii) all Related Property to the CRC Receivables (the “CRC Related Property”), (iv) all Collections in connection with the CRC Receivables or CRC Related Property and (v) all proceeds thereof and earnings
thereon (together with the CRC Receivables and the CRC Related Property, the “CRC Purchased Assets”). Such sales are made on a revolving basis to the Issuer pursuant to a receivables purchase agreement (the “Receivables
Purchase Agreement”) between CRC, as seller and the Issuer, as buyer.


  

 2 









			
		 	 The Issuer has also entered into a Fee Receivables Purchase Agreement (the “KF Purchase Agreement”) with Cartus pursuant to which
the Issuer purchases from Cartus all Fee Receivables arising under Pool Relocation Management Agreements not constituting “Government Guaranteed Contracts” and which are generated by Cartus (the “Originator Fee
Receivables”) from time to time under the Pool Relocation Management Agreements (as hereinafter defined), all Related Property with respect to such Originator Fee Receivables (the “KF Related Property”), all collections
received on account or otherwise in connection with the Originator Fee Receivables and all proceeds thereof and earnings thereon (the “Cartus Fee Purchased Assets”).1
  
 The Cartus Fee Purchased Assets and the CRC Purchased Assets are collectively referred to as the “Pool Assets”.

		
		 	 The Issuer has financed its purchases of the Pool Assets by issuing Series 2002-1 Notes (the “Notes”) under an Indenture dated as of
March 7, 2002 Master Indenture (as amended through the date hereof and on the “Assignment Effective Date” as defined below, the “Indenture”) which were originally sold to Gotham Funding Corporation, a commercial paper
conduit (“Gotham”), under a Note Purchase Agreement dated as of March 7, 2002 (as previously amended, the “Note Purchase Agreement”) among Cartus, CRC, the Issuer, Gotham, and The Bank of Tokyo-Mitsubishi Ltd.,
New York Branch (“BTM”) as the Administrative Agent.
  
 Calyon New York
Branch (“Calyon”) proposes to arrange for an assignment of the Notes from Gotham to Atlantic Asset Securitization Corp., a commercial paper conduit (“Atlantic”), and an assignment from BTM to Calyon of BTM’s rights,
duties and responsibilities as Administrative Agent. All such assignments shall be without recourse. Concurrently with such assignments, the existing Kenosia documentation shall be amended: (i) to permit the sale to Cartus Financial Corporation
(“CFC”) and the release of all Receivables (the “FDIC/USPS Receivables”) arising under the Pool Relocation Management Agreements with the United States Postal Service and the Federal Deposit Insurance Corporation
(such Relocation Management Agreements, the “FDIC/USPS Contracts”) from and after the effective date on which such FDIC/USPS Contracts are assigned to CFC, after


  

	1
	 Note: Need to discuss proposed Cartus revisions here; the language in this term sheet tracks the current Fee Receivables Purchase Agreement and the requested
language seemed to contemplate only what would happen after the FDIC/USPS Receivables have been sold so we did not revise. 


  

 3 









			
		 	 which date there will be no further sales to CRC or the Issuer of Receivables arising under the FDIC/USPS Contracts; (ii) to reflect any
modifications to the business terms necessary to conform such documents to the business terms set forth herein, (iii) to eliminate any existing provisions for recourse to Realogy or Cartus for loss on sale or other similar indemnities, and (iv) to
implement such other changes as may be identified by Orrick Herrington & Sutcliffe, LLP (“Orrick”) as reasonably necessary for their issuance of (x) a true sale opinion with respect to the sales of Pool Receivables from Cartus
to CRC or the Issuer, as applicable, (y) an opinion with respect to the treatment of Home Sale Proceeds as not constituting property of Cartus’ estate in a bankruptcy proceeding involving Cartus, and (z) a non-consolidation opinion as between
CRC and the Issuer, on the one hand, and Cartus on the other. It is understood that such opinions will contain qualifications based on the impact that any actions of the relevant parties prior to the dates of such opinions might have on the analysis
set forth therein. Cartus, CRC and the Issuer shall represent and warrant at closing as to the degree to which such past actions have not complied with its covenants going forward in order to limit the scope of such retrospective qualification. Such
opinions shall also include exceptions relating to the effect of the Assignment of Claims Act (or any similar law).
  
 Concurrently with the amendments set forth above (the date of such assignment and amendments, the “Assignment Effective Date”), Calyon, the Issuer, Cartus, and CRC will also enter into a replacement
Note Purchase Agreement in order to conform the existing Note Purchase Agreement to the amended documents as described in the preceding paragraph and also to allow for syndication of the Notes after closing so that purchases of new Notes and/or
future fundings under the existing Notes will be made by Atlantic along with other conduits (each, a “Conduit” ) each of whom funds such purchases through the issuance of commercial paper notes. In the event a Conduit fails to fund
its share of advances, one or more banks (each, a “Bank”) will fund such Conduit’s purchases. Each Conduit will have a “Managing Agent” which acts on its behalf and on the behalf of the related Banks which provide
liquidity support to such Conduit, and Calyon will act as administrative agent (in such capacity, the “Administrative Agent”) on behalf of all the Conduits, Banks and Managing Agents. The principal balance of the Notes to be issued
by the Issuer may be prepaid in whole or in part and reborrowed during the Revolving Period (as hereinafter defined) on the terms and conditions specified in the Indenture, provided the outstanding principal balance of the Notes may not exceed
$175,000,000 (the “Maximum Principal Amount”).


  

 4 









			
		  	 It is currently anticipated that not all of the above-described changes may be implemented in a manner that would permit future syndication on or
before the date on which Realogy will be acquired by Apollo
 Management, LP. Accordingly, the modified documents will provide for a period of not more than
60 days during which the parties mutually agree in good faith, at the expense of Cartus, to amend and restate the facility documents in a mutually satisfactory manner in order to incorporate the terms and conditions set forth herein as well as to
ensure a successful syndication; provided, that no party shall be required to agree to any changes that it reasonably determines to be inconsistent with the terms set forth herein or (except for any provisions expressly contemplated
hereunder) to be materially disadvantageous to such party.

		
		  	Transaction Participants
		
	Issuer:	  	Kenosia Funding LLC, a bankruptcy remote, special purpose limited liability company, wholly owned by CRC. The Issuer’s sole purpose is to acquire Pool Assets from Cartus and CRC as
described above.
		
		  	The Issuer will be required to satisfy certain criteria to ensure that the assets and liabilities of the Issuer will not be substantively consolidated with those of Realogy, Cartus or any of
their affiliates (other than CRC). The business activities of the Issuer are limited to acquiring the Pool Assets from time to time pursuant to the Receivables Purchase Agreement and the KF Purchase Agreement, funding such acquisitions through the
issuance of the Notes and certain other incidental activities.
		
	CRC:	  	Cartus Relocation Corporation (f/k/a as Cendant Mobility Government Financial Services Corporation), a Delaware corporation, a bankruptcy-remote, special purpose corporation, wholly owned by
Cartus. CRC is required to satisfy certain criteria to ensure that the assets and liabilities of CRC will not be substantively consolidated with those of Realogy, Cartus or any of its affiliates (other than the Issuer).
		
		  	The business activities of CRC are limited to: (i) acquiring the Cartus Receivables and the Cartus Related Property pursuant to the Purchase Agreement, (ii) entering into home purchase contracts
(“CRC Home Purchase Contracts”) with Employees and acquiring Homes from Employees thereunder, (iii) making (A) equity payments thereunder (“Equity Payments”), (B) mortgage payments thereunder (“Mortgage
Payments”) and mortgage payoffs thereunder (“Mortgage Payoffs”) with respect to the Homes and (C) other required payments with respect to the Homes, including payments in respect of taxes due and owing and payments in
respect of liens on the Homes, and any other payments required to obtain clean title to the Homes, (iv) marketing, maintaining and reselling the Homes, (v) transferring the Cartus Receivables and the Cartus Related Property to the Issuer pursuant to
the Receivables Purchase Agreement and (vi) certain other incidental activities. CRC generates CRC Receivables under the Pool Relocation Management Agreements when it makes Equity Payments, Mortgage Payments and Mortgage Payoffs and incurs costs and
expenses in connection with the maintenance of the Homes.

  

 5 









			
	Servicer:	  	Cartus Corporation (f/k/a Cendant Mobility Services Corporation) (in its capacity as servicer, the “Servicer”). The Servicer is obligated to collect and post payments on the
Pool Receivables, investigate delinquencies and enforce the Pool Receivables in accordance with the terms of a Servicing Agreement dated as of March 7, 2002 (as amended through the date hereof and on the Assignment Effective Date, the
“Servicing Agreement”). The Servicing Agreement requires the Servicer to service the Pool Receivables in accordance with the servicing and collection policies and procedures set forth therein (the “Credit and Collection
Policies”). In addition, the Servicer agrees to perform Cartus’ obligations under the Receivables Purchase Agreement to market and resell the Homes. In the event of a Servicer Default (as hereinafter defined) under the Servicing
Agreement, the Servicer may be removed and a successor appointed by the Issuer, with the consent of the Majority Investors (as hereinafter defined). In the event Cartus is replaced as Servicer, the Majority Investors will have the ability to appoint
sub-servicers to service distinct portions of the Pool Receivables and/or to perform certain obligations of the Servicer.
		
		  	The Servicing Agreement allows the Servicer, with the consent of the Majority Investors, to delegate any portion of its obligations thereunder to a third party. Such delegation will not
relieve the Servicer of its obligations thereunder.
		
	Performance Guarantor:	  	Realogy Corporation, a Delaware Corporation (together with any successors thereto, “Realogy” or the “Performance Guarantor”) executed that certain
performance guarantee dated as of May 2, 2006, in favor of CRC, the Issuer, the Indenture Trustee, Gotham as purchaser and BTM as Administrative Agent, which will be amended and restated on the closing date (as so amended and restated, the
“Performance Guarantee”).
		
	Indenture Trustee:	  	The Bank of New York, a banking corporation organized and existing under the laws of New York, as successor to JPMorgan Chase Bank, N.A.
		
		  	Issuer Assets
		
	Issuer Assets:	  	The assets of Issuer (“Issuer Assets”) include, among other things, the Pool Assets, all funds collected on the Pool Assets (including Home Sale Proceeds and payments by
Obligors) and other “Collections” as defined below, including any payments by Cartus, CRC, or the Servicer in respect of credits or other billing adjustments made in respect of the Pool Receivables (“Concessions”),
and the right to payments under the Performance Guarantee.

  

 6 









			
	Receivables:	  	 “Receivable” shall mean any right arising under a Contract to receive any payment or any funds from or on behalf of an Obligor,
whether or not earned by performance and whether constituting an account, chattel paper, instrument, general intangible or otherwise. The term “Receivable” includes without limitation rights to payment (whether matured or unmatured and
whether absolute or contingent) arising out of or with respect to Equity Loans, Equity Payments, Direct Expenses, Mortgage Payments, Mortgage Payoffs, Service Fees and Other Reimbursable Expenses and the right to payment of any and all Finance
Charges with respect to any of the foregoing, whether such amounts are owed by an Employer, a Transferred Employee, an Ultimate Buyer or any other Obligor.
  
 The Receivables include the following types of Receivables: (i) Receivables (“Unsold Home Receivables”), including finance charges, arising from the
making of Equity Payments, Mortgage Payments, Mortgage Payoffs or Direct Expenses on a Home that has not yet been sold to an Ultimate Buyer and (ii) Receivables (“Fee Receivables”) which represent any rights to payment from or on
behalf of an Obligor under a Contract, including without limitation right to payment of Direct Expenses, Service Fees and Other Reimbursable Expenses. The change of a Receivable’s status from that of Unbilled Receivable to Billed Receivable
shall not be deemed the creation of a new Receivable for any purpose under the facility documents.

		
	Pool Relocation Management Agreements:	  	“Pool Relocation Management Agreement” shall mean a “Relocation Management Agreement” which is designated as a Pool Relocation Management Agreement under the
Purchase Agreement. “Relocation Management Agreement” means an agreement pursuant to which the Originator agrees to provide employee relocation, asset management or other services, as the same may be amended, restated or otherwise
modified from time to time, including any and all supplements thereto, and any similar agreement, howsoever denominated, and any agreement for intercultural services.
		
	Pool Relocation Management Agreement Criteria:	  	The Pool Relocation Management Agreements were initially designated by Cartus on Schedule 2.1 to the Purchase Agreement and Schedule 2.1 to the Fee Receivables Purchase Agreement as
qualifying as Eligible Contracts (as hereinafter defined) and (ii) providing for payment by the Employer of: (a) (only if such Pool Relocation Management Agreement is a Government Guaranteed Contract)2 costs incurred by Cartus or

  

	2
	 Cartus and Calyon to confirm if this is now correct. 


  

 7 









			
		  	CRC in preparing to acquire a Home from an Employee and costs incurred by Cartus or CRC in marketing, purchasing, carrying, preparing for sale and reselling any Home (including closing of
resale) (“Direct Expenses”), including payments made by Cartus or CRC under any mortgage on an Employee’s Home, whether at the scheduled due date therefor or as a payment in full thereon, including payments for taxes and
insurance and any notional mortgage interest accruing to Cartus or CRC with respect to a mortgage which Cartus or CRC has paid in full, and any loss on sale of the Home; (b) fees payable by Employers under Pool Relocation Management Agreements,
including without limitation, with respect to the marketing and sale of Homes or other services rendered by Cartus (collectively, “Service Fees”) and (c) costs and expenses incurred and paid in connection with services under Pool
Relocation Management Agreements or reimbursable by the Obligor under the applicable Pool Relocation Management Agreement and that are not included in the calculation of Direct Expenses (collectively, “Other Reimbursable Expenses”).

		
	Buyer:	  	“Buyer” means (i) CRC with respect to any CRC Purchased Assets and (ii) the Issuer with respect to any Cartus Fee Purchased Assets.
		
	Eligible Contracts:	  	 “Eligible Contract” shall mean:
  
 (a) a Relocation Management Agreement (i) that has been duly executed and delivered by an Employer that is an Eligible Obligor, is
in full force and effect, and (unless the Employer is a Corporate Obligor), the obligations of the Employer under which are full faith and credit obligations of the United States of America, (ii) (A) the rights to payment under which are assignable
without the consent of the Employer party thereto or any other Person (other than the Originator), other than any such consent that has been obtained and remains in effect, or (B) which, if subject to any restriction on assignment of rights to
payment, is in effect on the date of execution of the Fifth Omnibus Amendment and all of the Receivables under such Contract that are subject to such restriction constitute assets as to which such restriction is not effective under 9-406 or 9-408 of
the UCC, as applicable,3 (iii) that was originated in accordance with the Credit and
Collection Policy and (iv) that is substantially in the form of the Relocation Management Agreement referenced in Schedule 2.1 to the Purchase Agreement, with such Permitted Changes to such form as may be made by the Originator in the ordinary
course of its business (or such other form as has been approved in writing by the Buyer and its successors and assigns);


  

	3
	 Note: this clause is modified from the existing Kenosia documents to conform to revised Article 9 and the corresponding language in the Apple Ridge criteria.



  

 8 









			
		  	 (b) an Equity Loan Agreement or Equity Loan Note (i) that has been duly executed and delivered by a
Transferred Employee that is an Eligible Obligor and that is an employee of an Employer that is a party to a Pool Relocation Management Agreement (which Pool Relocation Management Agreement is then an Eligible Contract) and (ii) that is
substantially in the form of Equity Loan Agreement referenced in the Pool Relocation Management Agreements listed in Schedule 2.1 to the Purchase Agreement or the form of Equity Loan Note referenced in the Pool Relocation Management Agreements
listed in such Schedule 2.1, as applicable, with such Permitted Changes to such forms as may be made by the Originator in the ordinary course of its business (or, in either case, such other form as has been approved in writing by the Buyer and its
successors and assigns);
  
 (c) a Home Purchase
Contract that (i) has been duly executed and delivered by a Transferred Employee of an Employer that is a party to a Pool Relocation Management Agreement (which Pool Relocation Management Agreement is then an Eligible Contract) and (ii) is
substantially in the form of Home Purchase Contract referenced in the Pool Relocation Management Agreements listed in Schedule 2.1 to the Purchase Agreement, with such Permitted Changes to such form as may be made by the Originator in the ordinary
course of its business (or such other form as has been approved in writing by the Buyer and its successors and assigns); or
  
 (d) a Home Sale Contract that (i) was entered into by CRC under or in connection with a Pool Relocation Management Agreement
(which Pool Relocation Management Agreement is then an Eligible Contract), (ii) has been duly executed and delivered by the applicable Ultimate Buyer and is in full force and effect and (iii) is substantially in the form of the contract of purchase
and sale used in the area where the property is located, or on a form prescribed by CRC or the Servicer for that area, with such amendments and additions as may be reasonably negotiated to efficiently sell the Home.

		
	Eligible Obligor:	  	An “Eligible Obligor” means each Obligor that satisfies the following eligibility criteria as of the date each Cartus Receivable of such Obligor is sold to CRC under the
Purchase Agreement and each CRC Receivable of such Obligor is sold to the Issuer under the Receivables

  

 9 









			
		  	Purchase Agreement, as the case may be: (i) it is either a Governmental Obligor or a Corporate Obligor resident in the United States (including a United States division or branch of a
Corporate Obligor organized in a jurisdiction outside of the United States, so long as such division or branch maintains a place of business in the United States to which all Pool Receivables are billed); (ii) it is not an affiliate of Cartus or
CRC; (iii) it has been instructed by Cartus to make payments into one or more lockbox accounts maintained by the Servicer in the name of the Indenture Trustee; and (iv) it is not the subject of any voluntary or involuntary bankruptcy proceeding.

		
	Eligible Receivable:	  	An “Eligible Receivable” means each Receivable that satisfies the following eligibility criteria: (i) the Obligor of which is an Eligible Obligor; (ii) that is denominated and
payable only in US dollars; (iii) that, if a Cartus Receivable, was generated in the ordinary course of the Originator’s business; (iv) either (1) is a Cartus Receivable with respect to which all of the Originator’s right, title and
interest has been validly transferred to the Buyer or the Issuer under and in accordance with the terms of the Purchase Agreement or the Fee Receivables Purchase Agreement, as applicable or (2) is a CRC Receivable and consists of an Equity Payment,
Mortgage Payment or Mortgage Payoff made by CRC in respect of a CRC Home Purchase Agreement, (v) that arises under or in connection with a Pool Relocation Management Agreement that is then an Eligible Contract, (vi) that is not a Defaulted
Receivable or a Concession; (vii) the purchase of which with the proceeds of the issuance of commercial paper constitutes a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933; (viii) except in the
case of an Equity Loan evidenced by an Equity Loan Note, that constitutes an “account” or a “general intangible” or “chattel paper” and not an “instrument” in each case within the meaning of the New York UCC;
(ix) the transfer of which does not contravene or conflict with any Requirement of Law, or any Contractual Obligation or other restriction, limitation or encumbrance that applies to the Originator, CRC or the Issuer (including without limitation the
related Contract in the case of a CRC Receivable), and the sale, assignment or transfer of which, and the granting of a security interest in which, does not require the consent of the Obligor thereof or any other Person other than any such consent
that has been previously obtained and is in effect, provided that a Receivable arising out of a Relocation Management Agreement that is subject to a restriction on assignment may nonetheless be an Eligible Receivable if such restriction is
not effective under 9-406 or 9-408 of the UCC, as applicable4; (x) that has not been
compromised, adjusted, amended or otherwise modified (including by

  

	4
	 Note: this clause is modified from the existing Kenosia documents to conform to revised Article 9 and the corresponding language in the Apple Ridge criteria.



  

 10 









			
		 	extension of time for payment or the granting of any discounts, allowances or credits) except in a manner that is permitted under the Servicing Agreement; (xi) that, together with the Contracts
related thereto, conforms in all material respects with all applicable requirements of law, rules, regulations, orders, judgments, decrees and determinations of all courts and other Governmental Authorities; (xii) if a Cartus Receivable with respect
to which the representations and warranties of the Originator (or with respect to any CRC Receivables, of CRC) are true and correct; (xiii) that represents a bona fide obligation arising under a Contract that has been duly authorized and that,
together with such Receivable, is in full force and effect and constitutes the legal, valid and binding obligation of the Obligor of such Receivable, enforceable against such Obligor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and general principles of equity; (xiv) that, in the case of a Receivable arising on account
of any Equity Payment, Mortgage Payment, Direct Expenses, or any Service Fee or Finance Charge arising in connection with any of the foregoing, relates to an Eligible Home as to which (i) a Home Purchase Contract has been executed and delivered by
the related Homeowner and CRC and constitutes the legal, valid and binding obligation of such Homeowner, (ii) a Home Deed has been executed and delivered by the related Homeowner in blank or naming CRC as transferee, (iii) such Home Purchase
Contract and Home Deed have been delivered to and are then in the possession of the agent of CRC and (iv) with respect to which either no Mortgage is outstanding or, if a Mortgage is outstanding, no more than one monthly payment on such Mortgage is
past due; (xv) that, in the case of a Receivable that arises from an Equity Loan, arose under an Equity Loan Agreement and an Equity Loan Note, each of which are Eligible Contracts and are then in the possession of the Servicer; (xvi) that, in the
case of an Unbilled Receivable, represents the right to payment for services rendered; (xvi) that, in the case of a Billed Receivable, has been fully earned by performance; (xvii) that, in the case of a Receivable arising on account of any Direct
Expenses or any Service Fee or Finance Charge arising in connection with any of the foregoing, is payable no more than 60 days after the invoice date. Some of the foregoing eligibility criteria may only apply to Receivables sold under the
Receivables Purchase Agreement or Purchase Agreement and not to Receivables sold under the Fee Receivables Purchase Agreement, and vice-versa.
		
		 	Borrowing Base
		
		 	Borrowing Base limitations will be calculated by looking to the “Net Receivable Balance” described below and subtracting therefrom the required credit enhancement described
below.

  

 11 









			
	Aggregate Receivable Balance:	  	“Aggregate Receivable Balance” shall mean, as of any date of determination, (a) the aggregate Unpaid Balance of the Fee Receivables and Pool Receivables arising under the
Pool Relocation Management Agreements, calculated in the following manner: the Unpaid Balance will be reduced (without duplication), by (i) the amount of any funds received on account of or otherwise in connection with such Fee Receivable or
Pool Receivable, including the amount of Home Sale Proceeds received with respect to the related Home (to the extent that they have not previously been applied to reduce the Unpaid Balance of the related Receivable) and (ii) the amount of any net
gains on sales of Homes or other amounts (including without limitation rebates for referral fees, if any, and if allowed by law) that have not yet been remitted to the related Employer or the related Transferred Employee, to the extent required by
the related Pool Relocation Management Agreement minus (b) the aggregate Unpaid Balance of all Pool Receivables and Fee Receivables that are not Eligible Receivables, but in the case of each amount calculated pursuant to clause (b) only
to the extent such amounts have not already been subtracted in calculating such Aggregate Receivable Balance.
		
	Net Receivables Balance:	  	The “Net Receivables Balance” as of any date will equal (i) the Aggregate Receivable Balance minus (ii) the Aggregate Adjustment Amount as of such date.
		
	Aggregate Adjustment Amount:	  	The “Aggregate Adjustment Amount” will equal the sum of (a) the Overconcentration Amount, (b) the Geographic Overconcentration Amount and (c) the aggregate Unpaid Balance of all
Unsold Home Receivables relating to Homes that have been owned by CRC for more than 365 days.
		
	Overconcentration Amount:	  	The “Overconcentration Amount” shall mean, as of any date of determination, the sum of the amounts, with respect to each Corporate Obligor, of the excess, if any, of (i) the
aggregate Unpaid Balance of all Fee Receivables (i.e., Receivables other than Unsold Home Receivables) owing by such Obligor over (ii) the Corporate Concentration Limit with respect to such Corporate Obligor.
		
	Corporate Concentration Limit:	  	The “Corporate Concentration Limit” will equal: (a) with respect to the Fee Receivables attributable to each Corporate Obligor having a long term unsecured senior debt rating of
“A” or better from Standard & Poor’s or “A2” or better from Moody’s, 10% of the Aggregate Receivable Balance, (b) with respect to the Fee Receivables attributable to each Corporate Obligor having a long term
unsecured senior debt rating of less than “A” but “BBB” or better from Standard & Poor’s or less than “A2” but “Baa2” or better from Moody’s, 8% of the

  

 12 









			
		  	Aggregate Receivable Balance, (c) with respect to the Fee Receivables attributable to each Corporate Obligor having a long term unsecured senior debt rating of less than “BBB” but
“BBB-” or better from Standard & Poor’s or less than “Baa2” but “Baa3” or better from Moody’s, 6% of the Aggregate Receivable Balance and (d) with respect to the Fee Receivables attributable to a Corporate
Obligor which is not rated or which has a long term unsecured senior debt rating of less than “BBB-” from Standard & Poor’s or of less than “Baa3” from Moody’s , 5% of the Aggregate Receivable Balance; provided,
that, the Purchaser may in its discretion approve any higher Corporate Concentration Limit for any Obligor under such terms and conditions which are acceptable to the Purchaser. If a Corporate Obligor is not rated but is the subsidiary of a rated
entity, the parent’s rating or ratings shall for purposes of this definition, be deemed to be the ratings of the Corporate Obligor. If a Corporate Obligor’s rating results in two different Corporate Concentration Limits (because of
differences in the ratings assigned by each of Standard & Poor’s and Moody’s), the Corporate Concentration Limit for such Corporate Obligor will be the lower of the two different Corporate Concentration Limits and if the Corporate
Obligor is rated by Standard & Poor’s or by Moody’s, but not by both, the Corporate Concentration Limit shall be determined as if the Corporate Obligor were rated by both agencies at one level below its actual rating.
		
	Geographic Overconcentration Amount:	  	The “Geographic Overconcentration Amount” as of any date of determination shall mean an amount equal to the sum of (a) the Excess ZIP Code Receivable Amount and (b) the Excess
State Receivable Amount.
		
	Excess State Receivable Amount:	  	“Excess State Receivable Amount” shall mean, as of any date of determination, an amount equal to the excess, if any of (a) the aggregate Unpaid Balance of all Eligible
Receivables arising from or relating to all Homes with street addresses in a single state (for purposes of this definition, any U.S. territory or commonwealth and the District of Columbia shall each be deemed a single state), over (b) an amount
equal to 15% of the Aggregate Receivable Balance as of the last day of such Monthly Period.
		
	Excess ZIP Code Receivable Amount:	  	“Excess ZIP Code Receivable Amount” shall mean, as of any date of determination, an amount equal to the excess, if any of (a) the aggregate Unpaid Balance of all Eligible
Receivables relating to all Homes with street addresses in the same ZIP code, over (b) an amount equal to 5% of the Aggregate Receivable Balance as of the last day of such Monthly Period.

  

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	Defaulted Receivables:	  	A “Defaulted Receivable” is a Receivable that: (a) has been or should have been written off as uncollectible in conformity with the Credit and Collection Policy; or (b) is owed
by an Obligor who is in insolvency proceedings or with respect to which an Event of Bankruptcy has occurred; or (c) has been billed and remains unpaid more than 120 days after the original due date thereof.
		
		  	Required Credit Enhancement
		
	Required Asset Amount:	  	“Required Asset Amount” shall mean, as of any date of determination, an amount equal to the sum of (a) the Outstanding Amount plus (b) the Required
Overcollateralization Amount.
		
		  	
		
	Required Enhancement Amount:	  	“Required Enhancement Amount” shall mean, as of any date of determination, an amount equal to the greater of (i) 15% of the Net Receivables Balance and (ii) the sum of
the Fee Loss Reserve, the Loss-to-Acquisition Value Reserve, the Carrying Cost Reserve, the Yield Reserve, the Servicing Fee Reserve and the Unbilled USPS Loss Reserve; provided, however, that after the declaration or occurrence of an
Amortization Event, the Required Enhancement Amount shall equal the Required Enhancement Amount in effect on the date of the declaration or occurrence of such Amortization Event.5
		
	Required Over-collateralization Amount:	  	“Required Overcollateralization Amount” shall mean, as of any date of determination, the amount by which the Required Enhancement Amount exceeds the amount on deposit in the
Principal Subaccount (as hereinafter defined). 
		
	Fee Loss Reserve:	  	 The “Fee Loss Reserve” as of the end of each month will equal the percentage equivalent of the product of:
  
 (i) the Applicable Stress Factor (as hereinafter defined), multiplied by

  
 (ii) Fee Receivable Loss Horizon, multiplied by 

 
 (iii) the sum of (A) the highest Three Month Rolling Fee
Concession Ratio plus (B) the highest Three Month Rolling Fee Loss Ratio, in each case for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month, multiplied by
  
 (iv) the Unpaid Balance of the Fee Receivables that are Eligible Receivables as
of the last day of the most recently ended calendar month.


  

	5
	 Note: this definition is modified from the existing Indenture to eliminate, for purposes of simplicity, the concept of a pool-wide Reserve Percentage. 



  

 14 









			
	Fee Receivable Loss Horizon:	  	The Fee Receivable Loss Horizon shall mean a fraction, calculated as of the last day of the most recently ended calendar month, the numerator of which is equal to the aggregate Unpaid Balance of
all Fee Receivables created by each of Cartus and CRC during the six most recently ended calendar months and the denominator of which is equal to the aggregate Unpaid Balance of Fee Receivables that are Eligible Receivables as of the end of the most
recently ended calendar month.
		
	Concession Ratio:	  	The “Concession Ratio” as of the end of each month will equal the quotient, expressed as a percentage, of (a) the aggregate amount of reductions to the Unpaid Balances of Fee
Receivables due to Concessions occurring during such calendar month divided by (b) the aggregate Unpaid Balance of Fee Receivables that are Eligible Receivables as of the last day of such calendar month.6
		
	Loss Ratio:	  	The “Loss Ratio” as of the end of each month will equal the quotient, expressed as a percentage, of (a) the aggregate Unpaid Balances of Fee Receivables that have become
Defaulted Receivables during such calendar month7 divided by (b) the
aggregate Unpaid Balance of Fee Receivables that were generated during the sixth calendar month preceding such calendar month.
		
	Three Month Rolling Fee Concession Ratio:	  	The “Three Month Rolling Fee Concession Ratio” for any calendar month will equal the rolling average of the Concession Ratios for each of the three calendar months preceding the
prior calendar month.
		
	Three Month Rolling Fee Loss Ratio:	  	The “Three Month Rolling Fee Loss Ratio” for any calendar month will equal the rolling average of the Loss Ratios for each of the three calendar months preceding the prior
calendar month.
		
	Loss-to-Acquisition Value Reserve:	  	 The “Loss to Acquisition Value Reserve” shall mean, as of any date of determination, the percentage equivalent to the product
of:
  
 (i) Either


  

	6
	 Existing Kenosia documents use the phrase “such Fee Receivables” in the denominator of this definition and in the definition of “Loss Ratio”.
We have deleted the word “such” to be clear that the denominator for purposes of this definition means all Fee Receivables that are Eligible as of month-end and for purposes of the Loss Ratio definition means all Receivables that were
generated six months prior. 


  

	7
	 Note: the existing documents exclude from this calculation Receivables that have become defaulted due to insolvency of the related Obligor. That exclusion is
being deleted so that the Loss Ratio going forward will include all Receivables that become Defaulted Receivables during the period in question. 


  

 15 









			
		  	 (a) If the Three Month Average Loss-to-Acquisition Value Ratio is 5.00% or less, the highest Three Month Average
Loss-to-Acquisition Value Ratio for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month;
  
 Or
  
 (b) If the Three Month Average Loss-to-Acquisition Value Ratio is greater than 5.00%, the sum of (A) 5.00% plus (B) the product of (1)
the Applicable Stress Factor and (2) the amount by which the highest Three Month Average Loss-to-Acquisition Value Ratio for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month exceeds 5.00%

  
 Multiplied by
  
 (ii) the Unpaid Balance of the KF Equity Receivables (as defined below) that are
Eligible Receivables as of the last day of the most recently ended calendar month.
  
 “KF Equity Receivables” means all Receivables arising out of or with respect to Equity Loans, Equity Payments, Mortgage Payments and Mortgage Payoffs unless such Receivables arose under a Guaranteed Government Contract.


		
	Applicable Stress Factor	  	 “Applicable Stress Factor” shall mean, as of any date of determination,
  
 (i) as used in the calculation of any reserve other than the Carrying Cost Reserve, 2.25, and

  
 (ii) as used in the calculation of the Carrying Cost Reserve, an amount
calculated as follows: (1) 1.50 if the current month Weighted Average Inventory Hold Period (as defined below) is less than 120 days; (2) 1.75 if the current month Weighted Average Inventory Hold Period is greater than or equal to 120 days but not
greater than 135 days; and (3) 2.25 if the current month Weighted Average Inventory Hold Period is greater than 135 days.

		
	Loss-to-Acquisition Value Ratio:	  	“Loss-to-Acquisition Value Ratio” shall mean, for any calendar month and the KF Equity Receivables, the quotient, expressed as a percentage, of (a) for
all related Homes sold during such calendar month, the aggregate of the amounts, if any, by which the purchase price of each such Home paid by the applicable Originator, exceeded the sale price for such Home received by the Servicer (the amount of
any such excess

  

 16 









			
		  	with respect to a Home for purposes of this definition being a “Loss”) divided by (b) the aggregate purchase prices paid for such Homes. The Loss-to-Acquisition
Value Ratio for any calendar month shall be based on the net Losses for such calendar month, which is calculated to include any gains on the sale of such Homes during such calendar month.
		
	Three Month Average Loss-to-Acquisition Value Ratio:	  	The “Three Month Average Los- to-Acquisition Value Ratio” for any calendar month will equal the average of the Loss-to-Acquisition Value Ratios for each of the three calendar
months preceding the prior calendar month.
		
	Concession Ratio:	  	The “Concession Ratio” as of the end of each month will equal the quotient, expressed as a percentage, of (a) the aggregate amount of reductions to the Unpaid Balances of such
Fee Receivables due to Concessions occurring during such calendar month divided by (b) the aggregate Unpaid Balance of such Fee Receivables that are Eligible Receivables as of the last day of such calendar month.
		
	Carrying Cost Reserve:	  	 “Carrying Cost Reserve” shall mean, as of any date of determination:
  
 the percentage equivalent of the product of:
  
 (i) the greater of:
  
 a. the Applicable Stress Factor and
  
 b. a fraction, calculated as of the last day of the most recently ended calendar
month, the numerator of which is equal to the maximum Weighted Average Inventory Hold Period for appraised value homes over the most recent 12 months, and the denominator of which is equal to the minimum Weighted Average Inventory Hold
Period for appraised value homes in Inventory over the most recent 12 months
  
 multiplied by
  
 (ii) the highest Three Month Average
Carrying Cost Ratio for the twelve calendar months ended as of the immediately preceding calendar month, multiplied by
  
 (iii) the Unpaid Balance of the KF Equity Receivables that are Eligible Receivables as of the last day of the current calendar
month.


  

 17 









			
	Weighted Average Inventory Hold Period	  	“Weighted Average Inventory Hold Period” shall mean, for any Monthly Period, the average number of days the Homes have been owned by CRC as of the close of business on the last
day of such Monthly Period, weighted by the aggregate purchase prices paid by CRC for such Homes.
		
	Three Month Average Carrying Cost Ratio:	  	The “Three Month Average Carrying Cost Ratio” for any calendar month will equal the average of the Carrying Cost Ratios for each of the three calendar months preceding the prior
calendar month.
		
	Carrying Cost Ratio:	  	The “Carrying Cost Ratio” for any calendar month will equal a quotient, expressed as a percentage, of (a) the aggregate amount of acquisition, carrying costs and closing costs
incurred during the related Weighted Average Inventory Hold Period divided by (b) the aggregate Unpaid Balance of the KF Equity Receivables as of the last day of such calendar month.
		
	Yield Reserve:	  	“Yield Reserve” shall mean, as of any date of determination during an Interest Period, the quotient, expressed as a percentage, of (a) the product of (i) the
sum of (A) 1.5% plus (B) the Calyon Libor Rate for the Interest Period in which such date occurs multiplied by (ii) the Outstanding Amount multiplied by (iii) Adjusted Days in Inventory as of the end
of the current Monthly Period, divided by (b) 360.
		
	Adjusted Days in Inventory:	  	“Adjusted Days in Inventory” shall mean, for any Monthly Period, the product of 2.25 times the Weighted Average Inventory Hold Period for such Monthly Period.
		
	Servicing Fee Reserve:	  	The “Servicing Fee Reserve” shall mean, as of any date of determination, the product of (i) the Servicing Fee multiplied by (ii) a fraction, the numerator
of which is the Adjusted Days in Inventory as of the end of the current Monthly Period and the denominator of which is 360, multiplied by (iii) the Aggregate Receivable Balance at the end of the most recent Monthly
Period.
		
	Unbilled USPS Receivable Loss Reserve:	  	 The “Unbilled USPS Receivable Loss Reserve” shall mean, as of any date of determination, the percentage equivalent of the product
of:
  
 (i) the Applicable Factor multiplied by
  
 (ii) a fraction, calculated as of the last day of the most recently ended calendar month, the
numerator of which is equal to the aggregate Unpaid Balance of all Billed USPS Receivables created by each Originator during the twelve most recently ended calendar months, and the denominator of which is equal to the aggregate Unpaid Balance of
Unbilled USPS Receivables that are Eligible Receivables as of the end of the most recently ended calendar month, multiplied by;


  

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		  	 (iv) the sum of (A) the highest Three Month Rolling Billed USPS Concession Ratio plus (B) the highest Three Month Rolling Billed USPS Loss Ratio, in
each case for any calendar month over the twelve calendar months ended as of the immediately preceding calendar month, multiplied by
  
 (v) the Unpaid Balance of the Unbilled USPS Receivables that are Eligible Receivables as of the last day of the most recently ended calendar month.

		
	Billed USPS Receivable:	  	“Billed USPS Receivable” shall mean any Billed Receivable arising under a Guaranteed Government Contract and out of or with respect to Direct Expenses, Service Fees and Other
Reimbursable Expenses and the right to payment of any and all Finance Charges with respect to any of the foregoing.
		
	Unbilled USPS Receivable:	  	“Unbilled USPS Receivable” shall mean any Unbilled Receivable arising out of or with respect to Direct Expenses, Equity Loans, Equity Payments, Mortgage Payments and Mortgage
Payoffs with respect to a Guaranteed Government Contract.
		
	Billed USPS Concession Ratio:	  	“Billed USPS Concession Ratio” shall mean, for any calendar month and any Billed USPS Receivables, the quotient, expressed as a percentage, of (a) the aggregate amount of
reductions to the Unpaid Balances of such Billed USPS Receivables due to Concessions occurring during such calendar month divided by (b) the aggregate Unpaid Balance of such Billed USPS Receivables that are Eligible Receivables as of the last day of
such calendar month.
		
	Three Month Rolling Billed USPS Concession Ratio:	  	“Three Month Rolling Billed USPS Concession Ratio” shall mean, for any calendar month, the rolling average of the Billed USPS Concession Ratios for each of the three calendar
months preceding the prior calendar month.
		
	Billed USPS Loss Ratio:	  	“Billed USPS Loss Ratio” shall mean, for any calendar month and any Billed USPS Receivables, the quotient, expressed as a percentage, of (a) the aggregate Unpaid Balance of such
Billed USPS Receivables that have become Defaulted Receivables during such calendar month divided by (b) the aggregate Unpaid Balance of such Billed USPS Receivables generated during the sixth calendar month preceding such calendar
month.
		
	Three Month Rolling Billed USPS Loss Ratio:	  	“Three Month Rolling Billed USPS Loss Ratio” shall mean, for any calendar month, the rolling average of the Billed USPS Loss Ratios for each of the three calendar months
preceding the prior calendar month.

  

 19 









			
		  	 Purchase Agreement
  
 On March 7, 2002 (the “Series 2002-1 Closing Date”), Cartus entered into the Purchase Agreement with CRC pursuant to which CRC purchased all of the
Cartus Purchased Assets in a transaction intended to be a true sale and agreed to acquire all Cartus Receivables arising under the Pool Relocation Management Agreements thereafter and the Cartus Related Property in transactions which the parties
intended to be treated as “true sales”. The Purchase Agreement permits Cartus to identify additional Contracts from time to time satisfying the eligibility criteria to become Pool Relocation Management Agreements under the Purchase
Agreement. The Purchase Agreement contains such other terms and conditions as are customary for agreements of this type.

		
		  	The purchase price for each Cartus Receivable will equal the fair market value thereof. On the Series 2002-1 Closing Date, CRC paid the purchase price for the Cartus Receivables with cash
received from the Issuer under the Receivables Purchase Agreement. Thereafter, the purchase price of new Cartus Receivables has been and will be paid by CRC with cash received from the Issuer under the Receivables Purchase Agreement, and new CRC
Receivables may be generated by CRC. Under the Purchase Agreement, Cartus also agrees to convey to CRC all right, title and interest it may have, if any, in, to and under any CRC Receivables, including all Related Property with respect thereto and
rights, if any, to reimbursement or, or interest on, such CRC Receivables, and all proceeds thereof.
		
		  	Purchases of Cartus Receivables under the Purchase Agreement are made without recourse except as provided in the Purchase Agreement. The Seller makes certain representations and warranties with
respect to the Cartus Receivables and is liable to the extent of any misrepresentations and warranties. The Seller is also liable under the Purchase Agreement for the balance of all Cartus Receivables that are incorrectly designated as
“Eligible Receivables” at the time of sale to CRC, as well as for any dilution or Concessions arising from the acts or omissions of Cartus. The Performance Guarantor will guarantee all of the Seller’s obligations under the Purchase
Agreement pursuant to the Performance Guarantee.
		
		  	The Purchase Agreement contains customary representations and warranties for facilities and transactions of this type, subject to customary knowledge and materiality limitations, including among
others, corporate existence, good standing, sale of the Cartus Receivables, no conflicts with laws, charter documents or agreements, no adverse proceedings, compliance with contractual obligations and

  

 20 









			
		 	laws, ownership and eligibility of the Cartus Receivables at the time of sale to CRC, absence of liens and security interests on the Cartus Receivables (other than certain permitted liens) at
the time of sale to CRC, location of chief executive office and records, compliance with margin regulations, accuracy of information, solvency of the Seller, inapplicability of the 1940 Act, payment of taxes, potential existence of ERISA liens,
forms of Pool Relocation Management Agreements, accounting treatment (solely as to intercompany purchases) and no “CRC Purchase Termination Event” (as hereinafter defined) with respect to Cartus under the Purchase
Agreement.
		
		 	The Purchase Agreement contains affirmative covenants usual for facilities and transactions of this type, subject to customary materiality limitations, including, among others, maintenance of
corporate existence and rights, compliance with laws, performance of obligations, inspection of books and properties, keeping of books and records, compliance with Credit and Collection Policies, payment of taxes and other liabilities, accounting
treatment (on an intercompany basis) of transfer of Cartus Receivables from Cartus to CRC as sales, maintenance of separate corporate existence of CRC (including requirement that CRC maintain an independent director), notice of CRC Purchase
Termination Events, litigation and other adverse action, delivery of unaudited financial statements of the Seller, delivery of audited financials of the Performance Guarantor and its consolidated subsidiaries (provided that, if any such financial
statements are made available via publicly Securities and Exchange Commission filings, such filings shall constitute adequate delivery of such statements); delivery of financials of the Performance Guarantor and its consolidated subsidiaries; and
delivery of compliance certificates relating to the foregoing.
		
		 	The Purchase Agreement contains negative covenants usual for facilities and transactions of this type, subject to customary materiality limitations, including among others, limitations on liens
on Cartus Receivables, limitations on changes in business conducted by the Seller, limitations on changes in Credit and Collection Policies, limitations on changes to the Pool Relocation Management Agreements and limitations on changes in the
Seller’s name. In addition, Cartus covenants not to (i) assert any interest in any Home or any Home Sale Proceeds, other than as Servicer, (ii) take any action that is inconsistent with the ownership of the Homes and the Home Sale
Proceeds by CRC, (iii) account for the Homes or the Home Sale Proceeds as assets of Cartus, subject to GAAP or applicable tax laws, (iv) enter into any agreement with CRC or any Employee relating to the Homes or the Home Sale Proceeds,
other than the Purchase Agreement and the Transfer and Servicing Agreement, respectively, (v) be a party to any Home Purchase Contract or any document, instrument, or agreement

  

 21 









			
		 	relating to the sale by CRC of a Home, unless it is expressly disclosed on the face of such document, instrument, or agreement to be acting as Servicer for and agent of CRC and not as principal,
or be a party to any Home Sale Contract, (vi) enter into lines of business unrelated to its current business, (vii) sell any of its receivables except pursuant to the Purchase Agreement or pursuant to other securitization transactions (subject to
conditions to be agreed upon, including delivery of acknowledgment letters from the participants in the other securitization transaction to the effect that they have no interest in the assets sold to CRC or the Issuer or (viii) incur debt for
borrowed money or guarantee debt of its affiliates unless the relevant creditors deliver acknowledgment letters to the effect that, or the documents governing such debt otherwise provide that, such creditors will not claim any interest in the assets
sold to CRC or the Issuer.8
		
		 	The Purchase Agreement contains termination events (“CRC Purchase Termination Events”) that are customary for transactions of this type, including, but not limited to, violation
of covenants, breach of any representation and warranty (other than any such breach relating to a Cartus Receivable that shall have been cured by the making of an adjustment payment), failure of the Purchase Agreement to be in full force and effect,
the occurrence of an Amortization Event (as hereinafter defined) with respect to the Notes, the occurrence of certain events of bankruptcy, insolvency, conservatorship or receivership relating to the Performance Guarantor or the Seller, the failure
of CRC to have a valid and perfected first priority ownership interest in the Cartus Receivables, the Home Sale Proceeds and the Cartus Related Property or the existence of tax or ERISA liens on the Cartus Receivables.
		
		 	 KF Purchase Agreement
  
 On the Series 2002-1 Closing Date, the Issuer entered into the KF Purchase Agreement with Cartus pursuant to which the Issuer purchased all of the Originator Fee
Receivables and KF Related Property and agreed to acquire all such Originator Fee Receivables and KF Related Property. The purchase price for each Originator Fee Receivable will equal the fair market value thereof and purchases of Originator Fee
Receivables are made without recourse except as provided in the KF Purchase Agreement. The KF Purchase Agreement contains representations, warranties, affirmative covenants, negative covenants and termination events which are substantially similar
to those set forth in the Purchase Agreement.


  

	8
	 Note: to the extent any covenants in the existing Purchase Agreement, KF Purchase Agreement or Receivables Purchase Agreement are weaker than the analogous
covenants in the Apple Ridge Purchase Agreement, Calyon reserves the right to request conforming amendments, whether or not such amendments are otherwise expressly stated herein. 


  

 22 









			
		
		 	 Receivables Purchase Agreement
  
 On the Series 2002-1 Closing Date, CRC entered into the Receivables Purchase Agreement with the Issuer pursuant to which the Issuer purchased
all of the CRC Purchased Assets and agreed to acquire all Pool Receivables arising under the Pool Relocation Management Agreements thereafter, the CRC Related Property and the Home Sale Proceeds. The Receivables Purchase Agreement contains such
other terms and conditions as are customary for agreements of this type.

		
		 	The purchase price for each Receivable will equal the fair market value thereof.
		
		 	Purchases of Pool Receivables under the Receivables Purchase Agreement are made with limited recourse. CRC makes certain representations and warranties with respect to the creation of liens on
the Pool Receivables and will be liable to the extent of any misrepresentations and breaches of such warranties.
		
		 	The Receivables Purchase Agreement contains customary representations and warranties for facilities and transactions of this type, subject to customary knowledge and materiality limitations,
including among others, corporate existence, good standing, sale of the Pool Receivables, no conflicts with laws, charter documents or agreements, no adverse proceedings, compliance with contractual obligations and laws, ownership of the Pool
Receivables, absence of liens and security interests on the Pool Receivables (other than certain permitted liens), location of chief executive office and records, compliance with margin regulations, accuracy of information, solvency of CRC,
inapplicability of the 1940 Act, payment of taxes, potential existence of ERISA liens, accounting treatment and no “KF Purchase Termination Event” (as hereinafter defined) under the Receivables Purchase Agreement.
		
		 	The Receivables Purchase Agreement contains affirmative covenants usual for facilities and transactions of this type, subject to customary materiality limitations, including, among others,
maintenance of corporate existence and rights, compliance with laws, performance of obligations, inspection of books and properties, keeping of books and records, payment of taxes and other liabilities, maintenance of separate corporate existence of
CRC, notice of KF Purchase Termination Events, litigation and other adverse action.

  

 23 









			
		 	The Receivables Purchase Agreement contains termination events (“KF Purchase Termination Events”) that are customary for transactions of this type, including, but not limited
to, violation of covenants, breach of any representation and warranty, failure of the Receivables Purchase Agreement to be in full force and effect, the occurrence of an Amortization Event with respect to any Notes, the occurrence of certain events
of bankruptcy, insolvency, conservatorship or receivership relating to the Performance Guarantor or the Seller, the failure of the Issuer to have a valid and perfected first priority ownership or security interest in the Pool Receivables and the CRC
Related Property or the existence of tax or ERISA liens on the Pool Receivables.
		
		 	The Receivables Purchase Agreement contains negative covenants usual for facilities and transactions of this type, subject to customary materiality limitations, including among others,
limitations on liens on Pool Receivables, limitations on changes in business conducted by CRC and limitations on changes in CRC’s name. In addition, CRC covenants not to (i) take any action that is inconsistent with its ownership of the Homes
and the Home Sale Proceeds or (ii) enter into any agreement with Cartus or any Employee relating to the Homes or the Home Sale Proceeds, other than the Purchase Agreement and the Transfer and Servicing Agreement or the Home Sale Contracts,
respectively.
		
		 	 Servicing Agreement
  
 On the Series 2002-1 Closing Date, Cartus, CRC, the Trustee and the Issuer entered into the Servicing Agreement pursuant to which Cartus agreed to service the Pool
Receivables on behalf of the Issuer and remarket, maintain and resell the Homes on behalf of CRC.

		
		 	The Performance Guarantor will guarantee all of the Servicer’s obligations under the Transfer and Servicing Agreement pursuant to the Performance Guarantee.
		
	Servicing:	 	Pursuant to the Servicing Agreement, the Servicer agrees to manage the servicing and administration of the Pool Receivables, the collection of the payments due under the Pool Receivables and
charging off of any Pool Receivables as uncollectible, all in accordance with the Credit and Collection Policies. The Servicer is obligated to use commercially reasonable efforts to collect, consistent with its past practices, as and when the same
becomes due, the amount owing on each Receivable.
		
		 	The Servicer agrees to maintain, remarket and sell the Homes on behalf of CRC. In addition, the Servicer is obligated to make “Servicer Advances” in order to make Mortgage
Payoffs, Direct Expenses, Mortgage Payments or Other Reimbursable Expenses in respect of the Homes owned by CRC, but only to the extent that it has determined in

  

 24 









			
		 	its reasonable judgment that such Servicer Advances will be recoverable out of Collections on the Receivable arising as a result of such advance. The Servicer will be reimbursed for Servicer
Advances first from Collections relating to the Homes with respect to which such Servicer Advances were made and, further, to the extent any such Servicer Advance has been determined to be nonrecoverable, from Collections on other Receivables. Under
the terms of the Purchase Agreement, the Fee Receivables Purchase Agreement and the Receivables Purchase Agreement, the Receivables arising under the Pool Relocation Management Agreements in respect of Servicer Advances are conveyed to the Issuer
and included in the Pool Receivables and the Pledged Assets.
		
		 	The Servicer may not extend, rescind, cancel, amend or otherwise modify, or attempt or purport to extend, rescind, cancel, amend or otherwise modify, the terms of, any Receivable, except in any
such case, in accordance with the terms of the Credit and Collection Policies. If the Servicer adjusts the Aggregate Employer Balance of any Receivable due to Concessions made by the Servicer, the Servicer will make a payment to the Issuer in the
amount of such reduction.
		
	Collections:	 	 “Collections” shall mean all funds that are received on account of or otherwise in connection with any Cartus Purchased Asset,
including without limitation all funds received (a) from or on behalf of any Obligor in payment of or otherwise in respect of any Cartus Receivable included in the Cartus Purchased Assets, (b) from or on behalf of any Ultimate Buyer or any other
Person in respect of Cartus Home Sale Proceeds, (c) from any other Person to the extent such funds were applied, or should have been applied, pursuant to any Contract to repay or discharge any Cartus Receivable or Cartus Related Asset included in
the Cartus Purchased Assets (including without limitation insurance payments that any Transaction Party applies in the ordinary course of its business to amounts owed in respect of such Cartus Purchased Assets and the amount of any Equity Payments
applied to repayment of Equity Loans), (d) from the Originator in respect of any obligation of the Originator under the Purchase Agreement or the Fee Receivables Purchase Agreement, as applicable, and (e) from Realogy in respect of any payments
made by Realogy as Performance Guarantor under the Performance Guarantee.
  
 All
Collections (other than Home Sale Proceeds) are deposited directly into a lockbox account maintained by the Servicer in the name of the Indenture Trustee. CRC and the Servicer have each agreed to direct that all Home Sale Proceeds be deposited into
a lockbox account in the name of the Indenture Trustee or into the Collection Account (as defined below under Allocations) within two days of the sale of the related Home. Within two business days of receipt in the lockbox,


  

 25 









			
		 	Collections will be transferred to the Indenture Trustee for deposit into the Collection Account. Collections will not be deposited in any account of, and will not be commingled with the assets
of, the Performance Guarantor, Cartus or any of their other affiliates. Upon the occurrence of an Amortization Event, the Majority Investors will have the right to direct the Trustee to take control of the lockbox accounts in order to redirect such
payments directly into the Collection Account.9
		
	Reporting Requirements:10
	 	Required reporting will include (a) at any time after a Servicer Default has occurred, a statement (a “Daily Report”) delivered by the Servicer with respect to each business day
setting forth total Collections deposited in the Collection Account on such business day and the amount of Collections to be withdrawn from the Collection Account and paid to the Seller on such business day; (b) at any time that the Leverage Ratio
exceeds the level of Realogy’s Revolving Credit Facility’s leverage covenant less 0.25 (a “Weekly Reporting Trigger”), a required weekly report (a “Weekly Report”) delivered by the Servicer with respect to
the end of the preceding week setting forth certain calculations of the Adjusted Aggregate Receivable Balance and certain other calculations provided that, if a Weekly Reporting Trigger occurs during the 2007 calendar year, Cartus will have
90 days from the discovery of such Weekly Reporting Trigger before it must commence weekly reporting and provided further that, with respect to the first such Weekly Reporting Trigger, if such event occurs after the 2007 calendar year,
Cartus will have 45 days from the discovery of such Weekly Reporting Trigger before it must commence weekly reporting on account of such event; (c) a monthly reporting statement (a “Monthly Report”) delivered by the Servicer two
business days (the “Determination Date”) preceding each Distribution Date setting forth the information required to be set forth therein under the Servicing Agreement and the Indenture; (d) quarterly compliance certificates; (e)
annual delivery of an agreed-upon procedures letter from Protiviti or such other auditor acceptable to the Administrative Agent [with the next such letter being due on May 31, 2008]11; (f) annual audited

  

	9
	 This particular provision was added to Apple Ridge in 2005 and therefore may not appear in the Kenosia documents but will need to be added.



  

	10
	 Note: the existing Kenosia Documents do not provide for reporting and audit rights on the same scope as exists in the Apple Ridge documents. The summary set
forth herein is based on the proposed terms for Apple Ridge; to the extent that the existing Kenosia documents do not provide for the same degree of reporting and audits contemplated herein, the Kenosia documents will be modified accordingly to
include provisions for such reporting and audits. 


  

	11
	 Cartus to confirm. 


  

 26 









			
		 	financial statements of the Performance Guarantor and its consolidated subsidiaries; (g) quarterly unaudited financial statements of the Performance Guarantor and its consolidated subsidiaries;
(h) annual and quarterly unaudited financial statements of the Servicer and its consolidated subsidiaries; (i) copies of any reports on Form 8-K filed by the Performance Guarantor with the Securities Exchange Commission that are routinely
distributed to creditors of the Performance Guarantor; (j) notices of material legal proceedings, ERISA events and material adverse changes in the financial condition of the Performance Guarantor or its respective consolidated subsidiaries that
would have a material adverse effect on the Notes; (k) notices of any Asset Amount Deficiency known to the Servicer, and (l) any other information reasonably requested by the Administrative Agent or any Managing Agent.
		
	Audit Rights:	 	The Servicer will permit up to two audits annually on behalf of the Administrative Agent of the Servicer’s records and files relating to the Pool Receivables to be conducted upon reasonable
notice during regular business hours by independent certified public accountants selected by the Administrative Agent which have agreed to follow the scope of an audit approved by the Administrative Agent; provided, however that, after
the occurrence of a Servicer Default, the Agent and each Managing Agent will be permitted to conduct an audit of the Servicer’s records and files at any time and without limit as to number, upon reasonable notice during regular business hours,
using independent certified public accountants selected by the Administrative Agent. The first audit in any year and any audit after the occurrence of a Servicer Default will be at the expense of the Servicer. The Administrative Agent will promptly
furnish the Managing Agents with a copy of the audit report prepared in connection with each such audit.
		
	Servicer Default:	 	The Servicing Agreement contains defaults (each a “Servicer Default”) that are customary for transactions of this type, subject to customary materiality limitations and grace
periods, including, but not limited to, failure to deliver reports, failure to pay any amount required to be paid thereunder, violation of other covenants, breach of any representation and warranty, the occurrence of certain events of bankruptcy,
insolvency, conservatorship or receivership relating to the Servicer, a cross default related to Realogy’s bank debt and other material indebtedness.
		
	Servicer Termination:	 	In the event of any Servicer Default and so long as such Servicer Default remains unremedied, the Indenture Trustee may, and at the written direction of the Majority Investors, the Indenture
Trustee will be obligated to, by notice then given in writing to the Servicer, terminate the rights and obligations of the Servicer under the Transfer and Servicing Agreement and to give notices to lockbox banks to

  

 27 









			
		 	forward collections directly to the accounts established under the Indenture. On the date that a successor Servicer has been appointed by the Indenture Trustee pursuant to the terms of the
Transfer and Servicing Agreement, the authority and power of the Servicer under the Transfer and Servicing Agreement shall pass to and be vested in the successor Servicer. A successor Servicer may be appointed for the entire pool of Pool Receivables
or for any subset of the Pool Receivables, as specified by the Majority Investors. “Majority Investors” will mean Noteholders holding more than 50% of the aggregate principal amount of the Notes outstanding. Each Managing Agent
shall act as the representative of its related Conduit for purposes of giving any such directions, votes or consents.
		
	Servicing Fee:	 	So long as the Servicer is Cartus, the Issuer will pay the Servicer as servicing compensation a monthly servicing fee (the “Servicing Fee”) equal to [0.75%] per annum (the
“Servicing Fee Rate”) times the Aggregate Receivable Balance of all Pool Receivables as of the last day of such month. Cartus must represent that the Servicing Fee Rate is a market rate reflecting arms’ length terms. If Cartus
is replaced as Servicer for all or any portion of the Pool Receivables, the successor Servicer will be compensated at such market rate as may be agreed between such successor Servicer and the Majority Investors.
		
		 	 Performance Guarantee
  
 Pursuant to the Performance Guarantee, the Performance Guarantor guarantees the punctual performance of all of the Seller’s obligations under the Purchase Agreement,
including, without limitation, its obligation to repurchase Pool Receivables as to which the Seller has breached a representation or warranty. The Performance Guarantor also guarantees the punctual performance of all of the Servicer’s
obligations under the Servicing Agreement, including, without limitation, its obligation to make advances in respect of Home maintenance expenses, its obligation to deposit Home Sale Proceeds received by it into the Collection Account and its
obligation to market the Homes from time to time.

		
		 	 Indenture
  
 The Notes will be issued pursuant to the Indenture and will be secured under the Indenture by a first priority security interest in (i) the Issuer Assets, (ii) funds on
deposit from time to time in the Collection Account and any accounts established under the Indenture and (iii) all proceeds of the foregoing (the “Pledged Assets”). The Notes will be limited recourse obligations of the Issuer,
payable to the extent of the proceeds of the Pledged Assets.


  

 28 









			
	Distribution Date:	 	The [15th] day of each
calendar month, or if the [15th] is not a business day, the succeeding business day
(each, a “Distribution Date”).
		
	Allocations:	 	Collections will be deposited by the Servicer in an account maintained in the name of the Indenture Trustee (the “Collection Account”) in accordance with the Servicing
Agreement.
		
	Representations, Warranties and Covenants of the Issuer:	 	The Indenture contains customary representations and warranties for facilities and transactions of this type, including among others, existence, good standing, no conflicts with laws, charter
documents or agreements, no adverse proceedings, status of Indenture Trustee’s lien on the Collateral, compliance with contractual obligations and laws, filing of tax returns and payment of taxes, location of chief executive office and records,
solvency of the Issuer, inapplicability of the 1940 Act, absence of liabilities and compliance with margin regulations.
		
		 	The Indenture contains customary affirmative covenants for facilities and transactions of this type, including among others, delivery of annual management reports of the Issuer, inspection of
books and properties, compliance with laws, notice of Amortization Event (as hereinafter defined), Termination Event or Event of Default, litigation and other adverse action, payment of taxes, maintenance of separate existence (including requirement
that the Issuer maintain an independent director), maintenance of existence, property and rights and further assurances.
		
		 	The Indenture contains customary negative covenants for facilities and transactions of this type, including among others, limitations on indebtedness, limitations on liens, limitations on
guarantees, limitations on mergers, acquisitions and asset sales, limitations on restricted payments, limitations on changes in business, limitations on investments, limitations on entering into agreements, limitations on changing names or locations
and limitations on amendments to the organizational documents.
		
	Events of Default:	 	The Indenture contains customary events of default for facilities of this type, including among others, (a) The Issuer shall fail to make any payment of interest on the Notes when due and such
failure shall remain unremedied for five Business Days; or (b) The Issuer shall fail to make any payment of the principal of the Notes when due and such failure shall remain unremedied for five Business Days; or (c) (i) The Issuer shall fail to
perform or observe, as and when required, any term, covenant or agreement contained in the Indenture or any of the other transaction documents, (ii) such failure materially and adversely affects the rights of the Noteholders and (iii) such failure
shall remain unremedied for 60 days after written notice thereof (specifying such failure and requiring it to be remedied and stating that such notice is a

  

 29 









			
		 	“Notice of Default” under the Indenture) shall have been given (A) to the Issuer by the Trustee or (B) to the Issuer and the Trustee by Noteholders evidencing at least 25% of the
Outstanding Amount; or (d) (i) any representation or warranty made by the Issuer in this Indenture or any of the other transaction documents shall prove to have been untrue and incorrect in any material respect when made or deemed to have been made,
(ii) such occurrence materially and adversely affects the rights of the Noteholders and (iii) such occurrence remains unremedied for 60 days after written notice thereof (specifying such failure and requiring it to be remedied and stating that such
notice is a “Notice of Default” under the Indenture) shall have been (A) given to the Issuer by the Trustee or (B) to the Issuer and the Trustee by Noteholders evidencing at least 25% of the Outstanding Amount; or (e) An Insolvency Event
shall have occurred with respect to the Issuer; or (f) The Commission or other regulatory body having jurisdiction reaches a final determination that the Issuer is required to be registered under the Investment Company Act.;
		
		 	Upon the occurrence of an Event of Default specified in clause (e) or (f), the Notes will be immediately due and payable and upon the occurrence and continuance of any other Event of Default,
the Indenture Trustee or the holders of Notes representing more than a majority of the principal amount of the Notes may declare all the Notes to be due and payable. If the Notes are accelerated, the Indenture Trustee may at the direction of the
Noteholders (and shall, at the direction of Majority Investors) exercise certain remedies provided that, following the occurrence and continuance of an Event of Default specified in clause (a) or (b) above, the Indenture Trustee may not sell or
otherwise liquidate the Issuer Assets unless (A) the holders of 100% of the Notes consent thereto; (B) the proceeds of such sale or liquidation distributable to Noteholders are sufficient to pay in full all principal of, and interest on, the Notes
or (C) the Indenture Trustee determines that the Issuer Assets will not continue to provide sufficient funds for payment of principal of, and interest on, the Notes as they would have become due if the Notes had not been declared due and payable and
the Indenture Trustee obtains the consent of holders of Notes evidencing at least 66 2/3% of the Outstanding Principal Amount.
		
	Amortization Events:	 	The Indenture will contain certain “Amortization Events,” including: (i) failure on the part of the Issuer to pay principal of and interest or certain other amounts, which
failure remains unremedied for five business days12 or (ii) failure on the part
of the Issuer duly to comply with law or perform or observe certain negative covenants and agreements, or (iii)

  

	12
	 Note: changed from three business days (in existing documents) to conform to Apple Ridge. 


  

 30 









			
		 	failure on the part of the Issuer duly to perform or observe any other covenants or agreements of the Issuer set forth in the Indenture, which failure has a material adverse effect and which
failure continues unremedied for a period of 30 days; (iv) certain representations and warranties made by the Issuer (i.e., those relating to enforceability of the Indenture, validity of the liens thereunder and absence of conflict with other
agreements) prove to have been incorrect in any material respect when made, or (vi) any representation or warranty made by the Issuer therein proves to have been incorrect in any material respect when made, and continues to be incorrect in any
material respect for a period of 30 days, in each case, after the date on which an officer of the Issuer knew or with reasonable diligence would have known of such failure; (vii) a Servicer Default has occurred under the Servicing Agreement and
remains unremedied for a period of five Business Days; (viii) a Purchase Termination Event under either the Purchase Agreement, Receivables Purchase Agreement or Fee Receivables Purchase Agreement has occurred and, in each case, remains unremedied
for a period of five Business Days; (ix) an Event of Default or a Funding Termination Date shall have occurred; (x) the failure to vest and maintain in the Trustee a perfected first priority security interest in the Pledged Assets; (xi) an Event of
Bankruptcy shall occur with respect to the Issuer, the Performance Guarantor, Cartus or CRC’ (xii) a default occurring with respect to bank debt of the Servicer or the Performance Guarantor where the amount or amounts of such indebtedness
exceeds $25,000,000 (or the equivalent thereof in any other currency) in the aggregate; (xiii) exclusive control of any Lockbox Account has not been transferred to the Administrative Agent upon request; (xiv) the Three Month Rolling Fee Concession
Ratio shall exceed 1.5%; (xv) the Three Month Rolling Default Ratio shall exceed 12.5%; (xvi) the Three Month Average Loss-to-Acquisition Value Ratio shall exceed 10%; (xvii) any Pool Relocation Management Agreement is terminated for any reason, if
the aggregate Unpaid Balance of Receivables arising under such Pool Relocation Management Agreement represent more than 30% of the Aggregate Receivables Balance, in each case as of the date such Pool Relocation Management Agreement is terminated;
(xviii) the Three Month Weighted Average Inventory Hold Period exceeds [150] days; (xix) the Six Month Weighted Average Inventory Hold Period exceeds [135] days; (xx) Realogy shall have breached its financial covenants in its senior credit facility,
(xxi) the Performance Guarantee is rescinded or shall cease to be the valid, binding and enforceable obligation of Realogy, or Realogy shall deny liability thereunder or default in the payment of performance thereunder or (xxii) a Change in Control.


  

 31 









			
		 	A “Change in Control” shall mean any of: (i) CRC and the Issuer ceasing to be wholly-owned by Cartus, (ii) Cartus ceasing to be owned by Realogy, (iii) Apollo Management LLP
and/or funds controlled by it ceasing to own a majority of Realogy’s voting stock other than by reason of an initial public offering or (iv) any other person becoming the majority owner of Realogy’s voting stock, subject to revision based
on the corresponding definition in Realogy’s revolving credit agreement.
		
		 	Other Terms of the Notes
		
	Maximum Principal Amount:	 	$175,000,000. The Issuer may, on thirty days’ notice to the Agent, reduce the Maximum Principal Amount from time to time in an amount not less than $5,000,000, provided the Maximum
Principal Amount may not be reduced to an amount less than the outstanding principal amount of the Notes.
		
	Interest:	 	To the extent funding of the Notes is provided by the Conduit from the issuance of commercial paper, interest shall be payable at the Conduit’s CP Rate plus 1.0% per annum and shall be paid
in arrears on the last day of each Interest Period. To the extent funding of the Notes is provided by the Committed Purchasers, interest shall be payable at a per annum rate equal to one-month LIBOR plus a spread to be set forth on a grid set forth
in the Note Purchase Agreement, and shall be paid in arrears on the last day of each Interest Period, provided, however, if LIBOR funding is not available, interest shall be payable at the Committed Purchaser’s prime rate in effect from time to
time and shall be paid in arrears on each Distribution Date. All interest is due and payable monthly on each Distribution Date and each Conduit or its Managing Agent shall notify the Servicer, the Issuer and the Trustee, five days after the end of
each Interest Period, of the total amount of interest to be paid on the next Distribution Date.
		
	CP Rate:	 	With respect to each Interest Period, the sum of (i) the rate at which commercial paper notes having a term equal to such Interest Period are issued by the Conduit to fund or maintain the Notes
(including commercial paper notes issued to funds accrued and unpaid discount) plus (ii) the commissions and charges of placement agents or commercial paper dealers with respect to such commercial paper notes.
		
	Interest Period:	 	 “Interest Period” shall mean, with respect to each Tranche:
  
 (a) initially, the period commencing on the date such Tranche
is funded and ending such number of days thereafter selected by the Issuer and approved by the Administrative Agent; and
  
 (b) thereafter, each period commencing on the last day of the immediately preceding Interest Period for such Tranche and ending
such number of days thereafter selected pursuant to clause (a) above;


  

 32 









			
		 	 in each case, provided that
  
 (i) any Interest Period that otherwise would end on a day
that is not a Business Day shall be extended to the next succeeding Business Day; provided, however, that if such Interest Period relates to a Eurodollar Tranche and such next succeeding Business Day would cause the Interest Period to
end in the next calendar month, such Interest Period shall end on the next preceding Business Day; and
  
 (ii) any Interest Period that otherwise would end beyond the Final Stated Maturity Date shall end on the Final Stated Maturity
Date.
  
 Unless otherwise approved by the Administrative Agent, an Interest Period shall
be (i) one calendar month with respect to any CP Tranche or Base Rate Tranche and (ii) one, two or three months with respect to any Eurodollar Tranche.

		
	Commitment Fee:	 	 During the Revolving Period, the Issuer shall pay the Agent (for the account of the Bank) a commitment fee on the unused portion of the Maximum
Principal Amount at the applicable rate set forth below, payable on each Distribution Date in arrears.
  
 If the outstanding principal of the Notes is 80% or more of the Maximum Principal Amount, then the Commitment Fee rate shall equal 30 bps.
  
 If the outstanding principal of the Notes is less than 80% but 70% or more of the Maximum Principal
Amount, then the Commitment Fee rate shall equal 37.5 bps.
  
 If the outstanding principal
of the Notes is less than 70% but 60% or more of the Maximum Principal Amount, then the Commitment Fee rate shall equal 45 bps.
  
 If the outstanding principal of the Notes is less than 60% of the Maximum Principal Amount, then the Commitment Fee rate shall equal 52.5 bps.


  

 33 









			
	Final Stated Maturity Date:	 	The Distribution Date occurring in the 15th month following the month in which the Amortization Period commenced.
		
	Revolving Period:	 	The period beginning on the issuance date of the Notes and ending on the earliest to occur of (i) the fifth anniversary of the date the Notes are assigned to Calyon and (ii) the close of
business on the business day immediately preceding the day on which an Amortization Event has occurred with respect to the Notes.
		
	Amortization Period:	 	The period beginning at the close of business on the last day of the Revolving Period and ending on the day on which payment in full has been made of the principal amount of the Notes plus
accrued and unpaid interest thereon plus any increased costs, fees, expenses and other amounts payable to the Conduits, the Banks, the Managing Agents or the Administrative Agent pursuant to the Indenture or the Note Purchase
Agreement.
		
	Increases in Principal Amount:	 	At any time during the Revolving Period, the Issuer may, on two Business Days’ notice to the Agent, request an increase in the outstanding principal amount of the Notes in an amount not
less than $1,000,000. Subject to the conditions precedent that on the date of such requested increase, and immediately after giving effect thereto, (i) no Amortization Event or incipient Amortization Event shall exist, and (ii) the outstanding
principal amount of the Notes shall not exceed the Maximum Principal Amount, each Conduit, on a discretionary basis, may fund such increase, and if such Conduit does not fund such increase, the Banks acting as liquidity providers to such Conduit on
a committed basis will fund such increase.
		
	Decreases in Principal Amount:	 	At any time during the Revolving Period, the Issuer may, on three Business Days’ notice to the Agent, decrease the outstanding principal amount of the Notes, in an amount not less than
$1,000,000, provided that on the date of such decrease, and immediately after giving effect thereto, no Amortization Event or incipient Amortization Event shall exist. On the date of such decrease, the Issuer shall apply the amount of such decrease
to pay the principal of the Notes and, unless an Interest Period in an amount at least equal to such decrease ends on such date, the Issuer shall also pay to the relevant Managing Agent (for the account of the Conduit and/or the Bank) the amount of
any breakage costs incurred by the Conduit or the Bank in connection with such decrease.
		
	Principal	 	During the Revolving Period, except as provided above in connection with Decreases in Principal Amount or as a result of an Asset Amount Deficiency no payments of principal will be made on the
Notes and all Collections allocated to the Principal Subaccount (as hereinafter defined) will be reinvested in new Pool Receivables.

  

 34 









			
		 	During the Amortization Period, all Collections allocated to the Principal Subaccount will be applied to pay the principal of the Notes on each Distribution Date thereafter.
		
	Increased Costs:	 	Protection against increased costs, changes in capital adequacy, accounting changes, changes in taxes and LIBOR reserves will be afforded by the Issuer to the Conduit and the Bank (including
their assignees) and will be payable from Collections.
		
	Indemnification:	 	Issuer shall indemnify the holders of the Notes and the Agent against all liabilities, damages or losses associated with the transaction (“Losses”), excluding however (i) Losses
to the extent resulting from the gross negligence or willful misconduct of the indemnified party and (ii) recourse for Pool Receivables which are uncollectible solely due to the Obligor’s financial inability to pay.
		
	Allocation of Collections:	 	Collections will be allocated to the Expense Subaccount on each Deposit Date to the extent necessary to fund the applications described below under Interest and Other Payments.
		
	Asset Amount Deficiency:	 	An “Asset Amount Deficiency” will occur with respect to the Notes if the Net Receivables Balance is less than the Required Asset Amount.
		
	Interest and Other Payments:	 	 On each Distribution Date (and, if different, on each Interest Payment Date as well), amounts in the Expense Subaccount will be applied as follows:

  
 (1) to pay accrued and unpaid monthly interest, plus any interest shortfall previously
accrued and not reimbursed plus any Additional Interest previously accrued and not reimbursed
  
 (2) to pay accrued and unpaid Monthly Program Fees, together with all accrued and unpaid Yield Protection Amounts, Breakage Amounts and Indemnity Amounts; and
  

(3) to pay accrued and unpaid Servicing Fees.


  

 35 









			
	Conditions to Closing	 	Usual for facilities and transactions of this type, including but not limited to delivery of financial and statistical information with respect to the Pool Receivables; delivery of an
agreed-upon procedures letter from Protiviti or such other auditor acceptable to the Administrative Agent relating to the Pool Receivables and Cartus’ systems data relating thereto and the historical financial information with respect thereto;
satisfactory completion of due diligence (including review of Purchase Agreement, Receivables Purchase Agreement, Fee Receivables Purchase Agreement, Servicing Agreement and Indenture) and credit approval by the Banks; confirmation of the
Conduit’s ratings (giving effect to the transaction); payment to Calyon of the up-front fee; accuracy of representations and warranties; absence of defaults, termination events or creation of liens under debt instruments or other agreements as
a result of the transactions contemplated hereby; evidence of authority; execution and delivery of mutually satisfactory amendments and other documents; delivery of appropriate legal opinions, including, without limitation, a substantive
nonconsolidation opinion, a “true sale” opinion as described above, and opinion relating to the transfers of the Pool Receivables under the applicable Uniform Commercial Code, an opinion as to the Indenture Trustee’s security interest
in the Collateral under the applicable Uniform Commercial Code and an opinion that the Notes will be treated as debt for federal income tax purposes; required consents of all persons; compliance with applicable laws and regulations (including
Federal Reserve margin regulations); absence of occurrence of any event or events, which, taken as a whole, have had, or would reasonably be expected to have, a material adverse effect on the business, assets, operations, properties, financial
condition, contingent liabilities or material agreements and licenses of the Performance Guarantor and its consolidated subsidiaries, taken as a whole; and payment of fees and expenses.
		
		 	Miscellaneous
		
	Expenses:	 	The Issuer will reimburse the Conduits, the Banks, the Managing Agents and the Administrative Agent for all reasonable out-of-pocket expenses (including but not limited to expenses incurred in
connection with reasonable due diligence and the reasonable fees and disbursement of counsel) incurred by them in connection with the Notes.
		
	Assignability:	 	Each Conduit may assign all or a portion of its interest in the Notes to any other commercial paper conduit sponsored by its Managing Agent or to any Bank. Each Bank may assign all or a portion
(not less than $10,000,000) of its interest in the Notes (including its commitment to make Increases in Principal Amount) its affiliates or to any financial or other institution acceptable to the Administrative Agent, whereupon

  

 36 









			
		 	such affiliate or institution shall become a “Bank” under the Indenture. Each Bank, in addition to providing a commitment to the Issuer to purchase Increases in Principal Amount during
the Revolving Period, also provides a committed liquidity facility to the Conduit.
		
	Accounting and Tax Treatment:	 	The Issuer is a consolidated subsidiary of Realogy and the Notes will therefore be reflected as indebtedness under Realogy’s consolidated balance sheet for GAAP purposes as well as for
federal income tax purposes.
		
	Governing Law:	 	New York.
		
	Counsel to Seller and Issuer:	 	Orrick, Herrington & Sutcliffe LLP
		
	Counsel to Agent:	 	Sidley Austin LLP

  

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 EXHIBIT D 
 Form of Subordinated Note 
 (Exhibit A to Indenture) 







 KENOSIA SUBORDINATED NOTE 
 April 10, 2007 
 1. Note. FOR VALUE RECEIVED, the undersigned, KENOSIA FUNDING, LLC, a Delaware
limited liability company (“Kenosia”), hereby unconditionally promises to pay to the order of CARTUS CORPORATION, a Delaware corporation (“Cartus”), in lawful money of the United States of America and in immediately available
funds, on the day following the Final Payout Date, the aggregate unpaid principal sum outstanding of all loans (each a “Subordinated Loan”) made from time to time by Cartus to Kenosia pursuant to and in accordance with the terms of this
note (the “Subordinated Note”). Kenosia is a party to that certain Receivables Purchase Agreement dated as of March 7, 2002 between Cartus Relocation Corporation and Kenosia (as amended, restated, supplemented, or otherwise modified
from time to time, the “Receivables Purchase Agreement”) and that certain Fee Receivables Purchase Agreement dated as of March 7, 2002 between Cartus and Kenosia (as amended, restated, supplemented, or otherwise modified from time to
time, the “Fee Receivables Purchase Agreement”). Under the Receivables Purchase Agreement Kenosia from time to time purchases Seller Assets (as such term is defined in the Receivables Purchase Agreement), and under the Fee Receivables
Purchase Agreement, Kenosia from time to time purchases Originator Fee Assets (as such term is defined in the Fee Receivables Purchase Agreement). Kenosia may from time to time request advances under this Note for the purpose of paying, in whole or
in part, the purchase price of such Seller Assets and/or Originator Fee Assets. Kenosia has also entered into that Indenture dated as of March 7, 2002 between Kenosia and The Bank of New York, as Trustee and as Paying Agent, Authentication
Agent and Transfer Agent and Registrar (as amended, restated, supplemented, or otherwise modified from time to time, the “Indenture”) and pursuant to the Indenture has issued its Secured Variable Funding Notes, Series 2002-1 (the
“Series 2002-1 Notes”). All capitalized terms used herein that are not otherwise specifically defined herein shall have the meanings given to such terms in the Indenture, the Receivables Purchase Agreement or the Fee Receivables Purchase
Agreement, as applicable. No advance shall be made hereunder on any date if the aggregate principal amount outstanding hereunder on such date, after giving effect to such advance, plus the aggregate amount then outstanding under the Series
2002-1 Notes, would exceed an amount equal to 90% of the total assets of Kenosia. Proceeds of any loan hereunder shall be used solely for the purposes of paying the purchase price of the Seller Assets and the Originator Fee Assets. 
 As used in this Subordinated Note, “Final Payout Date” shall be the later of the Final Payout Date as defined in the Receivables Purchase
Agreement and the Final Payout Date as defined in the Fee Receivables Purchase Agreement. 
 2. Agreement to Make Advances. Subject to
the limitations set forth herein, Cartus may, from time to time, in its sole discretion, make a Subordinated Loan requested by Kenosia on or prior to the Funding Termination Date for the sole purpose of purchasing Seller Assets under the Receivables
Purchase Agreement and/or Originator Fee Assets under the Fee Receivables Purchase Agreement. 







 3. Interest. Kenosia further promises to pay interest on the outstanding unpaid principal amount
hereof from the date hereof until payment in full hereof at a rate equal to LIBOR plus 2.25%; provided, however, that if Kenosia defaults in the payment of any principal hereof, Kenosia promises to pay, on demand, interest at the Prime
Rate plus 2.00% per annum on any such unpaid amounts, accrued with respect to each Interest Period from the date such payment is due to the date of actual payment. LIBOR shall be determined on each LIBOR Determination Date on the basis of the
rate for deposits in United States dollars for a one-month period which appears on the Reuters Screen LIBOR01 Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on LIBOR01 Page 3750, the rate for that LIBOR
Determination Date shall be determined on the basis of the rates quoted to Cartus by four major banks in the London interbank market selected by Cartus as the rates at which deposits in United States dollars are offered on that day to prime banks in
the London interbank market for a one-month period. Interest shall be payable on the Distribution Date in each month in arrears. The outstanding principal of any loan made under this Subordinated Note shall be due and payable on the day after the
Final Payout Date, and may be repaid or prepaid at any time without premium or penalty. 
 LIBOR Determination Date means the second London
Business Day prior to the commencement of the second and each subsequent Interest Period. A London Business Day is any Business Day on which dealings in deposits in U.S. dollars are transacted in the London interbank market and banking institutions
in London are not authorized or obligated by law or regulation to close. An Interest Period is the period beginning on and including the Distribution Date immediately preceding such Distribution Date ; provided that the first Interest Period
shall begin on and include April 10, 2007 and end on and exclude May 15, 2007. A Distribution Date means May 15, 2007 and the fifteenth day of each calendar month thereafter, or if such fifteenth day is not a Business Day, the next
succeeding Business Day. 
 The “Prime Rate” means the rate of interest announced as such from time to time by Calyon Corporate and
Investment Bank, New York Branch. 
 4. Principal Payments. Cartus is authorized and directed by Kenosia to enter in its books and
records the date and amount of each loan made by it that is evidenced by this Subordinated Note and the amount of each payment of principal made by Kenosia and, absent manifest error, such entries shall constitute prima facie evidence of the
accuracy of the information so entered; provided that neither the failure of Cartus to make any such entry or any error therein shall expand, limit or affect the obligations of Kenosia hereunder. 
 5. Subordination. The indebtedness evidenced by this Subordinated Note is subordinated to the prior payment in full of all of Kenosia’s
recourse obligations under the Indenture. The subordination provisions contained herein are for the direct benefit of, and may be enforced by Kenosia’s successors and assigns and/or any of their respective assignees including the Trustee
(collectively, the “Senior Claimants”) under the Indenture. Until the date after the Final Payout Date on which all amounts owed by Kenosia under the Indenture have been paid in full and all other obligations of Kenosia thereunder (all
such obligations, collectively, the “Senior Claims”) have been indefeasibly paid and satisfied in full, Cartus shall 

  

 2 








 
not demand, accelerate, sue for, take, receive or accept from Kenosia, directly or indirectly, in cash or other property or by set-off or any other manner
(including without limitation from or by way of collateral) any payment or security of all or any of the indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided,
however, that (i) Cartus hereby agrees that it will not at any time institute against Kenosia or join in any institution against Kenosia, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to this Subordinated Note until the expiration of one year and one day has elapsed after the after payment in full of all
Senior Claims and (ii) nothing in this paragraph shall restrict Kenosia from paying, or Cartus from requesting payments under this Subordinated Note from funds which are released to Kenosia free and clear of the lien of the Indenture and
provided, further, that the making of such payment would not otherwise violate the terms and provisions of the Indenture. Should any payment, distribution or security or proceeds thereof be received by Cartus in violation of the
immediately preceding sentence, Cartus agrees that such payment shall be segregated, received and held in trust for the benefit of, and deemed to be the property of, and shall be immediately paid over and delivered to the Trustee for the benefit of
the Senior Claimants. 
 6. Bankruptcy; Insolvency. Upon the occurrence of any Insolvency Proceeding involving Kenosia as debtor, then
and in any such event the Senior Claimants shall receive payment in full of all amounts due under the Indenture (whether or not any or all of such amount is an allowable claim in any such proceeding) before Cartus is entitled to receive payment on
account of this Subordinated Note and, to that end, any payment or distribution of assets of Kenosia of any kind or character, whether in cash, securities or other property in any applicable Insolvency Proceeding which would otherwise be payable to,
or deliverable upon or with respect to, any or all indebtedness under this Subordinated Note, is hereby assigned to and shall be paid or delivered by the Person making such payment or delivery (whether a trustee in bankruptcy, a receiver, custodian
or liquidating trustee or otherwise) pursuant to the Indenture for application to, or as collateral for the payment of, the Senior Claim until such Senior Claim shall have been paid in full and satisfied. As used in this Subordinated Note,
“Insolvency Proceeding” means mean, with respect to any Person, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any Federal or state bankruptcy or similar law or any other proceeding of the type
described in the definition of Event of Bankruptcy in the Indenture, whether voluntary or involuntary. 
 7. Limitation on Recourse.
Notwithstanding any provision in this Subordinated Note to the contrary, the obligation of Kenosia to pay any amounts owing under this Subordinated Note shall be limited solely to Available Amounts as defined in this Section 7. In the event
that amounts payable under this Subordinated Note exceed the Available Amounts, the excess of the amounts due hereunder over the Available Amounts paid shall not constitute a “claim” against Kenosia under Section 101(5) of the Federal
Bankruptcy Code until such time as Kenosia has Available Amounts. “Available Amounts” means Pool Collections, Fee Collections, any funds released to Kenosia under the Indenture or otherwise not subject to the lien of the Indenture, and
other amounts which are not, under the terms of the Indenutre, required to be distributed to or held by the Trustee for the benefit of the holders of the Notes and each Liquidity Party, to the extent that such amounts are available for distribution
to Kenosia. 
  

 3 








 7. GOVERNING LAW. THIS SUBORDINATED NOTE SHALL BE INTERPRETED AND THE RIGHTS AND LIABILITIES OF
THE PARTIES HERETO DETERMINED IN ACCORDANCE WITH THE LAWS AND DECISIONS OF THE STATE OF NEW YORK. WHEREVER POSSIBLE EACH PROVISION OF THIS SUBORDINATED NOTE SHALL BE INTERPRETED IN SUCH MANNER AS TO BE EFFECTIVE AND VALID UNDER APPLICABLE LAW, BUT
IF ANY PROVISION OF THIS SUBORDINATED NOTE SHALL BE PROHIBITED BY OR INVALID UNDER APPLICABLE LAW, SUCH PROVISION SHALL BE INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR INVALIDITY, WITHOUT INVALIDATING THE REMAINDER OF SUCH PROVISION OR THE
REMAINING PROVISIONS OF THIS SUBORDINATED NOTE.  
 8. Waivers. All parties hereto, whether as makers, endorsers, or otherwise,
severally waive presentment for payment, demand, protest and notice of dishonor. Cartus additionally expressly waives all notice of the acceptance by any Senior Claimant of the subordination and other provisions of this Subordinated Note and
expressly waives reliance by any Senior Claimant upon the subordination and other provisions herein provided. 
 [The remainder of this
page has been left blank intentionally] 
  

 4 








 9. Assignment. Prior to the satisfaction and discharge of the Indenture pursuant to Article IV
thereof, this Subordinated Note may not be assigned, pledged or otherwise transferred to any party. 
  

			
	KENOSIA FUNDING, LLC
		
	By:	 	/s/ Eric J. Barnes
	Name:	 	Eric J. Barnes
	Title:	 	Senior Vice President and Chief Financial Officer


  

			
	Acknowledged and agreed:
	
	CARTUS CORPORATION
		
	By:	 	/s/ Eric J. Barnes
	Name:	 	Eric J. Barnes
	Title:	 	Senior Vice President and Chief Financial Officer








 Schedule I to the 
 Collateral Agreement 
 EQUITY INTERESTS 
  

									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Realogy Corporation	  	1	  	Domus Intermediate Holdings Corp. - 100%	  	100	  	Common Stock
	AFS Mortgage	  	20	  	Realogy Operations, Inc. - 100%	  	100,000	  	Common Stock
	C21 TM Corp.	  	15	  	Realogy Intellectual Property Holdings I, Inc. - 50%	  	3,750	  	Class A Common Stock
		  	16	  	Realogy Intellectual Property Holdings II, Inc. - 50%	  	3,750	  	Class B Common Stock
	CB TM Corp.	  	5	  	Realogy Intellectual Property Holdings I, Inc. - 50%	  	10,000	  	Common Stock
		  	6	  	Realogy Intellectual Property Holdings II, Inc. - 50%	  	10,000	  	Common Stock
	Century 21 Real Estate LLC	  	9	  	Realogy Services Group LLC - 100%	  	1,000	  	Membership Units
	CGRN, Inc.	  	4	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Coldwell Banker Corporation	  	21	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Coldwell Banker Real Estate Corporation	  	3	  	Coldwell Banker Corporation - 100%	  	1,000	  	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	ERA Franchise Systems, Inc.	  	4	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	ERA General Agency Corporation	  	8	  	ERA Franchise Systems, Inc. - 100%	  	500	  	Common Stock
	ERA General Agency of New Jersey, Inc.	  	1	  	ERA General Agency, Corporation - 100%	  	100	  	Common Stock
	ERA TM Corp.	  	22	  	Realogy Intellectual Property Holdings I, Inc. - 50%	  	50,000	  	Common Stock
		  	23	  	Realogy Intellectual Property Holdings II, Inc. - 50%	  	50,000	  	Common Stock
	FedState Strategic Consulting, Incorporated	  	4	  	Realogy Operations, Inc. - 100%	  	100	  	Common Stock
	FSA Membership Services, LLC	  	1	  	Realogy Services Group LLC - 100%	  	100	  	Membership Units
	Oncor International LLC	  	2	  	Realogy Franchise Group, Inc. - 100%	  	100	  	Membership Units
	Realogy Franchise Finance, Inc.	  	6	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Realogy Franchise Group, Inc.	  	2	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Realogy Global Services, Inc.	  	5	  	Realogy Services Group LLC - 100%	  	10	  	Common Stock
	Realogy Intellectual Property Holdings I, Inc.	  	2	  	Realogy Services Group, LLC - 100%	  	100	  	Common Stock
	Realogy Intellectual Property Holdings II, Inc.	  	2	  	Realogy Services Group, LLC - 100%	  	100	  	Common Stock
	Realogy Licensing, Inc.	  	5	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Realogy Operations, Inc.	  	5	  	Realogy Services Group, LLC - 100%	  	18,578	  	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Realogy Services Group, LLC	  	2	  	Realogy Corporation - 100%	  	100	  	Membership Units
	Realogy Services Venture Partner, Inc.	  	3	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Sotheby’s International Realty Affiliates, Inc.	  	4	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Sotheby’s International Realty Licensee Corporation	  	4	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	Cartus Corporation	  	5	  	Realogy Services Group LLC - 100%	  	850	  	Common Stock
	Cartus Partner Corporation	  	2	  	Cartus Corporation - 100%	  	100	  	Common Stock
	A Market Place, Inc.	  	2	  	Coldwell Banker Residential Brokerage Company - 100%	  	500	  	Common Stock
	Allmon, Tiernan & Ely, Inc.	  	7	  	NRT New York, Inc. - 100%	  	6	  	Common Stock
	Alpha Referral Network, Inc.	  	5	  	Coldwell Banker Residential Referral Network (a California corporation) - 100%	  	1,000	  	Common Stock
	Associated Client Referral Corp.	  	2	  	NRT Mid-Atlantic, Inc. - 100%	  	500	  	Common Stock
	Associates Investments	  	38	  	Realogy Services Group LLC - 100%	  	11,660,363	  	Common Stock
	Associates Realty Network	  	40	  	Associates Realty, Inc. - 100%	  	200	  	Common Stock
	Associates Realty, Inc.	  	38	  	Associates Investments - 100%	  	67,000	  	Common Stock
	Batjac Real Estate Corp.	  	2	  	Coldwell Banker Real Estate Services, Inc. - 100%	  	10	  	Common Stock
	Bob Tendler Real Estate, Inc.	  	1	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	100	  	Common Stock
	Burgdorff Referral Associates, Inc.	  	6	  	NRT Incorporated - 100%	  	200	  	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Burnet Realty, Inc. (a Minnesota corporation)	  	6	  	NRT Incorporated - 100%	  	10,000	  	Common Stock
	Burnet Realty Inc. (a Wisconsin corporation)	  	6	  	NRT Incorporated - 100%	  	2,000	  	Common Stock
	Career Development Center, LLC	  	2	  	NRT Arizona, Inc. - 100%	  	100	  	Common Stock
	CDRE TM Corp.	  	1	  	NRT Incorporated - 100%	  	100	  	Common Stock
	Coldwell Banker Commercial Pacific Properties, Ltd.	  	1	  	NRT Incorporated - 100%	  	100,000	  	Common Stock
	Coldwell Banker King Thompson Auction Services, Inc.	  	1	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	100	  	Common Stock
	Coldwell Banker Pacific Properties, Ltd.	  	 CV-18
	  	Coldwell Banker Real Estate Services, Inc. - 100%	  	10,000,000	  	Common Stock
		  	NV-7	  		  	1,990,000,000	  	
	Coldwell Banker Real Estate Services, Inc.	  	2	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	100	  	Common Stock
	Coldwell Banker Real Estate, Inc.	  	2	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	920	  	Common Stock
	Coldwell Banker Residential Brokerage Company	  	9	  	Coldwell Banker Residential Brokerage Corporation - 100%	  	1,000	  	Common Stock
	Coldwell Banker Residential Brokerage Corporation	  	5	  	NRT Incorporated - 100%	  	100	  	Common Stock
	Coldwell Banker Residential Brokerage Insurance Agency of Maine, Inc.	  	3	  	NRT Insurance Agency, Inc. - 100%	  	100	  	Common Stock
	Coldwell Banker Residential Brokerage Pardoe, Inc.	  	1	  	NRT Incorporated - 100%	  	100	  	Common Stock









										
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	 	 	 Type of
 Equity Interest

	Coldwell Banker Residential Brokerage, Inc.	  	1	  	NRT Incorporated - 100%	  	1,000	  	 	Common Stock
	Coldwell Banker Residential Real Estate Services of Wisconsin, Inc.	  	1	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	1,000	  	 	Common Stock
	Coldwell Banker Residential Real Estate, Inc.	  	4	  	Coldwell Banker Residential Brokerage Corporation - 100 %	  	1,000	  	 	Common Stock
	Coldwell Banker Residential Referral Network (a California corporation)	  	5	  	Coldwell Banker Residential Brokerage Corporation - 100%	  	1,000	  	 	Common Stock
	Coldwell Banker Residential Referral Network, Inc. (a Pennsylvania corporation)	  	25	  	Coldwell Banker Real Estate, Inc. - 100%	  	100	  	 	Common Stock
	Colorado Commercial, LLC	  	Uncertificated	  	NRT Colorado, Inc. - 100%	  	100	% 	 	Membership Interests
	Cook - Pony Farm Real Estate, Inc.	  	9	  	NRT New York, Inc. - 100%	  	200	  	 	Common Stock
	Corcoran Group - Brooklyn Landmark, LLC	  	1	  	NRT New York, Inc. - 100%	  	100	  	 	Membership Units
	Corcoran MLS Holdings, LLC	  	1	  	NRT New York, Inc. - 100%	  	100	  	 	Membership Units
	Cosby-Tipton Real Estate, Inc.	  	4	  	Coldwell Banker Residential Brokerage Company - 100%	  	510	  	 	Common Stock
	Cotton Real Estate, Inc.	  	5	  	Sotheby’s International Realty, Inc. - 100%	  	100	  	 	Common Stock
	DeWolfe Realty Affiliates	  	1	  	The DeWolfe Company, Inc. - 100%	  	1,000	  	 	Common Stock
	DeWolfe Relocation Services, Inc.	  	4	  	The DeWolfe Companies, Inc. - 100%	  	200	  	 	Common Stock
	Douglas and Jean Burgdorff, Inc.	  	4	  	NRT Incorporated - 100%	  	2,000	  	 	Common Stock
	Florida’s Preferred School of Real Estate, Inc.	  	3	  	St. Joe Real Estate Services, Inc. - 100%	  	100	  	 	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Fred Sands School of Real Estate, Inc.	  	3	  	Coldwell Banker Residential Brokerage Corporation - 100%	  	2,000	  	Common Stock
	Hillshire House, Incorporated	  	1	  	The DeWolfe Company, Inc. - 100%	  	5,000	  	Common Stock
	Home Referral Network Inc.	  	6	  	NRT Incorporated - 100%	  	2,000	  	Common Stock
	J.W. Riker - Northern R.I., Inc.	  	1	  	The DeWolfe Company, Inc. - 100%	  	600	  	Common Stock
	Jack Gaughen, Inc.	  	8	  	NRT Mid-Atlantic, Inc. - 100%	  	5,322	  	Common Stock
	Kendall, Potter and Mann, Realtors, Inc.	  	8	  	Valley of California, Inc. - 100%	  	5,500	  	Common Stock
	LMS (Delaware) Corp.	  	1	  	NRT Sunshine Inc. - 100%	  	100	  	Common Stock
	NRT Arizona Commercial, Inc.	  	1	  	NRT Arizona, Inc. - 100%	  	100	  	Common Stock
	NRT Arizona Exito, Inc.	  	1	  	NRT Arizona, Inc. - 100%	  	100	  	Common Stock
	NRT Arizona Referral, Inc.	  	1	  	NRT Arizona, Inc. - 100%	  	100	  	Common Stock
	NRT Arizona, Inc.	  	1	  	NRT Incorporated - 100%	  	100	  	Common Stock
	NRT Chicago LLC	  	1	  	NRT Incorporated - 100%	  	100	  	Membership Units
	NRT Colorado, Inc.	  	2	  	NRT Incorporated - 100%	  	100	  	Common Stock
	NRT Columbus, Inc.	  	C-1	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	1,000	  	Common Stock
	NRT Commercial Ohio Incorporated	  	1	  	NRT Incorporated - 100%	  	100	  	Common Stock
	NRT Commercial Utah, Inc.	  	C-2	  	NRT Incorporated - 100%	  	1,000	  	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	NRT Commercial, Inc.	  	1	  	NRT Incorporated - 100%	  	1,000	  	Common Stock
	NRT Hawaii Referral, LLC	  	1	  	NRT Incorporated - 100%	  	100	  	Membership Units
	NRT Incorporated	  	1	  	Realogy Services Group LLC - 100%	  	100	  	Common Stock
	NRT Insurance Agency, Inc.	  	3	  	The DeWolfe Companies, Inc. - 100%	  	1,000	  	Common Stock
	NRT Mid-Atlantic, Inc.	  	18	  	NRT Incorporated - 100%	  	46,505	  	Class A Common Stock
		  	18	  		  	46,505	  	Class B Common Stock
	NRT Missouri Referral Network Inc.	  	4	  	Coldwell Banker Residential Referral Network (a California corporation) - 100%	  	50	  	Common Stock
	NRT Missouri, Inc.	  	1	  	Coldwell Banker Residential Brokerage Corporation - 100%	  	11,949	  	Common Stock
	NRT New England Incorporated	  	100	  	NRT Incorporated - 100%	  	3,879	  	Common Stock – Class A
		  	200	  		  	1,395	  	Common Stock – Class B
	NRT New York, Inc.	  	2	  	NRT Incorporated - 100%	  	100	  	Common Stock
	NRT Relocation LLC	  	2	  	Realogy Operations, Inc. - 100%	  	100	  	Membership Units
	NRT Sunshine Inc.	  	1	  	NRT Incorporated - 100%	  	100	  	Common Stock









										
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	 	 	 Type of
 Equity Interest

	NRT Texas Real Estate Services, Inc.	  	2	  	NRT Texas, Inc. - 100%	  	1,000	  	 	Common Stock
	NRT Texas, Inc.	  	18	  	NRT Incorporated - 100%	  	100	  	 	Common Stock
	NRT The Condo Store Incorporated	  	1	  	NRT Incorporated - 100%	  	100	  	 	Common Stock
	NRT Utah, Inc. (a Delaware entity)	  	C-1	  	NRT Incorporated - 100%	  	1,000	  	 	Common Stock
	Pacesetter Nevada, Inc.	  	3	  	Valley of California, Inc. - 100%	  	3,000	  	 	Common Stock
	Pacific Properties Referrals, Inc.	  	3	  	Coldwell Banker Real Estate Services, Inc. - 100%	  	1,000	  	 	Common Stock
	R.J. Young Co.	  	11	  	Sotheby’s International Realty, Inc. - 100%	  	1,000	  	 	Common Stock
	Real Estate Referral, Inc. (a Connecticut corporation)	  	1	  	Hillshire House, Incorporated - 100%	  	5,000	  	 	Common Stock
	Real Estate Referrals, Inc. (a Maryland corporation)	  	2	  	NRT Mid-Atlantic, Inc. - 100%	  	500	  	 	Common Stock
	Real Estate Services, Inc.	  	1	  	NRT Incorporated - 100%	  	1,500	  	 	Common Stock
	Referral Associates of Florida, Inc.	  	3	  	St. Joe Real Estate Services, Inc. - 100%	  	1,000	  	 	Common Stock
	Referral Associates of New England, Inc.	  	1	  	DeWolfe Relocation Services, Inc. - 100%	  	100	  	 	Common Stock
	Referral Network, Inc.	  	27	  	NRT Incorporated - 100%	  	100	  	 	Common Stock
	Referral Network, Inc. (a Florida corporation)	  	26	  	Coldwell Banker Residential Referral Network (a California corporation) - 100%	  	100	  	 	Common Stock
	Referral Network, LLC	  	Uncertificated	  	NRT Colorado, Inc. - 100%	  	100	% 	 	Membership Interests
	Signature Properties, Inc.	  	1	  	St. Joe Real Estate Services, Inc. - 100%	  	100	  	 	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Soleil Florida Corp.	  	2	  	NRT Sunshine Inc. - 100%	  	100	  	Common Stock
	Sotheby’s International Realty Referral Company, LLC	  	1	  	Sotheby’s International Realty, Inc. - 100%	  	100	  	Membership Units
	Sotheby’s International Realty, Inc.	  	6	  	NRT Incorporated - 100%	  	8,333	  	Common Stock
	St. Joe Real Estate Services, Inc.	  	2	  	NRT Incorporated - 100%	  	1,000	  	Common Stock
	The Corcoran Group Eastside, Inc.	  	5	  	NRT New York, Inc. - 100%	  	100	  	Common Stock
	The DeWolfe Companies, Inc.	  	1	  	NRT Incorporated - 100%	  	10,280	  	Common Stock
	The DeWolfe Company, Inc.	  	1	  	The DeWolfe Companies, Inc. - 100%	  	950	  	Common Stock
	The Four Star Corporation	  	2	  	Coldwell Banker Real Estate Services, Inc. - 100%	  	100	  	Common Stock
	The Miller Group, Inc.	  	1	  	NRT Commercial, Inc. - 100%	  	780	  	Common Stock
	The Sunshine Group, Ltd.	  	3	  	NRT Sunshine Inc. - 100%	  	1,000	  	Common Stock
	The Sunshine Group Limited Partnership	  	Uncertificated	  	 The Sunshine Group, Ltd. - 1%
 LMS (Delaware) Corp. - 99%

	  	N/A	  	Partnership interests
	Trust of New England, Inc.	  	7	  	NRT New England Incorporated - 100%	  	36	  	Common Stock Series A
		  	9	  		  	36	  	Common Stock Series B
	Valley of California, Inc.	  	5	  	Coldwell Banker Residential Brokerage Corporation - 100%	  	1,000	  	Common Stock









										
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	 	 	 Type of
 Equity Interest

	William Orange Realty, Inc.	  	4	  	Coldwell Banker Real Estate Services, Inc. - 100%	  	1,000	  	 	Common Stock
	Advantage Title & Insurance, LLC	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	American Title Company of Houston	  	3	  	ATCOH Holding Company - 100%	  	1,000	  	 	Common Stock
	APEX Real Estate Information Services, LLC	  	1	  	APEX Real Estate Information Services, LLP - 100%	  	100	  	 	Membership Units
	APEX Real Estate Information Services, LLP	  	4	  	Title Resource Group, LLC - 1%	  	1	  	 	Partnership interest
		  	5	  	Title Resource Group Services Corporation - 99%	  	99	  	 	
	ATCOH Holding Company	  	15	  	Texas American Title Company - 100%	  	160	  	 	Common Stock
	Burnet Title, L.L.C.	  	8	  	Title Resource Group LLC - 100%	  	10,000	  	 	Membership Interests
	Burnet Title of Ohio, LLC	  	1	  	Burnet Title L.L.C. - 100%	  	100	% 	 	Membership Interests
	Burnet Title, Inc.	  	4	  	Title Resource Group LLC - 100%	  	1,000	  	 	Common Stock
	Central Florida Title Company	  	5	  	Terramar Guaranty Title & Trust, Inc. - 100%	  	500	  	 	Common Stock
	Charter Title, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	Equity Title Company	  	51	  	NRT Incorporated - 100%	  	6,000	  	 	Common Stock
	Equity Title Messenger Service Holding Company	  	3	  	Title Resource Group LLC - 100%	  	1,000	  	 	Membership Units
	First California Escrow Corporation	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Franchise Settlement Services, Inc.	  	2	  	Title Resource Group, LLC - 100%	  	100	  	Common Stock
	Grand Title, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	Membership Units
	Guardian Holding Company	  	3	  	Title Resource Group LLC - 100%	  	100	  	Membership Units
	Guardian Title Agency, LLC	  	5	  	Title Resource Group LLC - 100%	  	100	  	Membership Units
	Guardian Title Company	  	6	  	Guardian Holding Company - 100%	  	7,000	  	Common Stock
	Gulf South Settlement Services, LLC	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	Membership Units
	Hickory Title, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	Membership Units
	Keystone Closing Services LLC	  	4	  	Title Resource Group LLC - 100%	  	50	  	Membership Units
	Lincoln Settlement Services, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	Membership Units
	Market Street Settlement Group, Inc.	  	4	  	Title Resource Group Holdings, Inc. - 100%	  	300	  	Common Stock
	Mid-Exchange, Inc.	  	4	  	Title Resource Group LLC - 100%	  	10	  	Common Stock
	Mid-State Escrow Corporation	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	Common Stock
	National Coordination Alliance, Inc.	  	6	  	Title Resource Group LLC - 100%	  	1,000,000	  	Common Stock
	NRT Mid-Atlantic Title Services, LLC	  	1	  	Title Resource Group LLC - 100%	  	350	  	Membership Interests
	NRT Settlement Services of Missouri, Inc.	  	1	  	NRT Settlement Services, Inc. - 100%	  	1,000	  	Common Stock
	NRT Settlement Services of Texas, Inc.	  	C-2	  	Title Resource Group LLC - 100%	  	1,000	  	Common Stock









										
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	 	 	 Type of
 Equity Interest

	Pacific Access Holding Company, LLC	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	Patriot Settlement Services, LLC	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	Premier Settlement Services, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Interests
	Processing Solutions, Incorporated	  	4	  	Title Resource Group LLC - 100%	  	10,000	  	 	Common Stock
	Rocky Mountain Settlement Services, LLC	  	1	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	Scranton Abstract, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership Units
	Secured Land Transfers, Inc.	  	5	  	Title Resource Group LLC - 100%	  	2	  	 	Common Stock
	South Land Title Co., Inc.	  	6	  	ATCOH Holding Company - 100%	  	1,000	  	 	Common Stock
	South-Land Title of Montgomery County, Inc.	  	1	  	ATCOH Holding Company - 100%	  	1,000	  	 	Common Stock
	St. Joe Title Services, Inc.	  	3	  	Title Resource Group LLC - 100%	  	1,000	  	 	Membership Units
	St. Joe Title Services, LLC	  	Uncertificated	  	Title Resource Group LLC - 100%	  	100	% 	 	Membership Interests
	Summit Escrow	  	40	  	Associates Investments - 100%	  	200	  	 	Common Stock
	TAW Holding Inc.	  	12	  	ATCOH Holding Company - 100%	  	750	  	 	Common Stock
	TBR Settlement Services, LLC	  	2	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	100	  	 	Membership
	Terramar Guaranty Title & Trust, Inc.	  	5	  	Title Resource Group LLC - 100%	  	10,000	  	 	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Texas American Title Company	  	12	  	Title Resource Group LLC - 100%	  	450	  	Common Stock
	Texas American Title Company of Austin	  	3	  	Texas American Title Company - 100%	  	1,000	  	Common Stock
	Texas American Title Company of Corpus Christi	  	1	  	Texas American Title Company - 100%	  	100	  	Common Stock
	Title Resource Group Affiliates Holdings, Inc.	  	2	  	Title Resource Group Holdings, Inc. - 100%	  	100	  	Common Stock
	Title Resource Group Holdings, Inc.	  	2	  	Title Resource Group LLC - 100%	  	100	  	Common Stock
	Title Resource Group LLC	  	4	  	Realogy Services Group LLC - 100%	  	1,000	  	Common Stock
	Title Resource Group Services Corporation	  	3	  	St. Joe Title Services, Inc. - 100%	  	100	  	Common Stock
	Title Resources Incorporated	  	1	  	TAW Holding Inc. - 100%	  	1,500	  	Common Stock
	West Coast Escrow Closing Co.	  	6	  	Title Resource Group Affiliates Holdings, Inc. - 100%	  	1,000	  	Common Stock
	APEX Real Estate Information Services Alabama, L.L.C.	  	1	  	APEX Real Estate Information Services, LLP - 100%	  	100	  	Membership Units
	Prime Commercial, Inc.	  	7	  	NRT Commercial Utah, Inc. - 100%	  	30,000	  	Common Stock
	Realty Stars, Ltd.	  	3	  	Coldwell Banker Residential Real Estate, Inc. - 100%	  	300	  	Common Stock
	Realogy Cavalier Holdco, LLC	  	2	  	Cartus Corporation - 65%	  	65	  	Membership Units
	Cartus Relocation Corporation	  	2	  	Cartus Corporation - 100%	  	1,000	  	Common Stock
	Cartus Financial Corporation	  	3	  	Cartus Corporation - 100%	  	1,000	  	Common Stock









									
	 Issuer
	  	 Certificate
Number
	  	 Owners and Percentage of Equity
Interests
	  	Number of
Equity Interests	  	 Type of
 Equity Interest

	Cartus Corporation (Canada)	  	C-1	  	Cartus Corporation - 65%	  	65	  	Common Stock
	Cartus Holdings Limited	  	6	  	Cartus Corporation - 65%	  	4,875,000	  	Ordinary Shares
	Sotheby’s International Realty Limited	  	1	  	Sotheby’s International Realty, Inc. -65%	  	65	  	Ordinary Shares

 PLEDGED DEBT SECURITIES 
 None. 







 Schedule II to the 
 Collateral Agreement 
 INTELLECTUAL PROPERTY OWNED BY GRANTORS 
 See Attached 







 SCHEDULE II 
 Cartus Corporation 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CARTUS	  	Australia	  	Cartus Corporation	  	1097159	  	1097159
	CARTUS AND GLOBE DESIGN	  	Australia	  	Cartus Corporation	  	1099707	  	1099707
	CARTUS AND GLOBE DESIGN (in color)	  	Australia	  	Cartus Corporation	  	1100296	  	1100296
	CARTUS RESOURCES	  	Australia	  	Cartus Corporation	  	1097160	  	1097160
	GLOBE DESIGN	  	Australia	  	Cartus Corporation	  	1099706	  	1099706
	GLOBE DESIGN (in color)	  	Australia	  	Cartus Corporation	  	1100295	  	1100295
	HAMILTON WATTS INTERNATIONAL & Design***	  	Australia	  	Cendant HWI Pty Ltd	  		  	A598573
	HAMILTON WATTS INTERNATIONAL & Design***	  	Australia	  	Cendant HWI Pty Ltd	  		  	A598574
	Line & Dot Design**	  	Australia	  	Cartus Corporation	  	916766	  	916766
	CARTUS	  	Canada	  	Cartus Corporation	  	1288571	  	
	CARTUS AND GLOBE DESIGN	  	Canada	  	Cartus Corporation	  	1290421	  	
	GLOBALNET	  	Canada	  	Cartus Corporation	  	798683	  	TMA577034
	GLOBE DESIGN	  	Canada	  	Cartus Corporation	  	1290423	  	
	GLOBE DESIGN (in color)	  	Canada	  	Cartus Corporation	  	1290424	  	
	Line & Dot Design**	  	Canada	  	Cendant Mobility Services Corp	  	847387	  	TMA499069
	CARTUS	  	China (Peoples Republic)	  	Cartus Corporation	  	5159090	  	
	CARTUS	  	China (Peoples Republic)	  	Cartus Corporation	  	5158802	  	
	CARTUS	  	China (Peoples Republic)	  	Cartus Corporation	  	5158803	  	
	CARTUS	  	China (Peoples Republic)	  	Cartus Corporation	  	5158804	  	
	CARTUS AND GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168322	  	
	CARTUS AND GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168323	  	
	CARTUS AND GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168324	  	
	CARTUS AND GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168325	  	
	CARTUS RESOURCES	  	China (Peoples Republic)	  	Cartus Corporation	  	5158805	  	
	CARTUS RESOURCES	  	China (Peoples Republic)	  	Cartus Corporation	  	5158806	  	
	CARTUS RESOURCES	  	China (Peoples Republic)	  	Cartus Corporation	  	5158807	  	
	CARTUS RESOURCES	  	China (Peoples Republic)	  	Cartus Corporation	  	5158808	  	

  

 1 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168334	  	
	GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168335	  	
	GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168316	  	
	GLOBE DESIGN	  	China (Peoples Republic)	  	Cartus Corporation	  	5168317	  	
	GLOBE DESIGN (in color)	  	China (Peoples Republic)	  	Cartus Corporation	  	5168318	  	
	GLOBE DESIGN (in color)	  	China (Peoples Republic)	  	Cartus Corporation	  	5168319	  	
	GLOBE DESIGN (in color)	  	China (Peoples Republic)	  	Cartus Corporation	  	5168320	  	
	GLOBE DESIGN (in color)	  	China (Peoples Republic)	  	Cartus Corporation	  	5168321	  	
	CARTUS	  	European Community	  	Cartus Corporation	  	4892832	  	
	CARTUS AND GLOBE DESIGN	  	European Community	  	Cartus Corporation	  	4924023	  	
	GLOBALNET	  	European Community	  	Cartus Corporation	  	126607	  	126607
	GLOBE DESIGN	  	European Community	  	Cartus Corporation	  	4924031	  	
	GLOBE DESIGN (in color)	  	European Community	  	Cartus Corporation	  	4924049	  	
	CARTUS	  	Hong Kong	  	Cartus Corporation	  	300575721	  	300575721
	CARTUS AND GLOBE DESIGN (in series)	  	Hong Kong	  	Cartus Corporation	  	300583588	  	300583588
	CARTUS RESOURCES	  	Hong Kong	  	Cartus Corporation	  	300575730	  	300575730
	GLOBE DESIGN (in series)	  	Hong Kong	  	Cartus Corporation	  	300583597	  	300583597
	Line & Dot Design (series of 3)**	  	Hong Kong	  	CENDANT CORPORATION	  	16357/2002	  	200316325
	Line & Dot Design (series of 3)**	  	Hong Kong	  	CENDANT CORPORATION	  	16358/2002	  	200316326
	Line & Dot Design (series of 3)**	  	Hong Kong	  	CENDANT CORPORATION	  	16359/2002	  	200316327
	HFS MOBILITY SERVICES**	  	Mexico	  	Cendant Mobility Services Corp	  	296613	  	635006
	HFS MOBILITY SERVICES**	  	Mexico	  	Cendant Mobility Services Corp	  	296612	  	635005
	HFS MOBILITY SERVICES**	  	Mexico	  	Cendant Mobility Services Corp	  	296611	  	635004
	Line & Dot Design**	  	Mexico	  	Cendant Mobility Services Corp	  	297581	  	556670
	Line & Dot Design**	  	Mexico	  	Cendant Mobility Services Corp	  	297582	  	635009
	Line & Dot Design**	  	Mexico	  	Cendant Mobility Services Corp	  	297583	  	556671
	WE MOVE THE PEOPLE WHO MOVE THE WORLD**	  	Mexico	  	Cendant Mobility Services Corp	  	300145	  	619783

  

 2 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	WE MOVE THE PEOPLE WHO MOVE THE WORLD**	  	Mexico	  	Cendant Mobility Services Corp	  	300144	  	630881
	WE MOVE THE PEOPLE WHO MOVE THE WORLD**	  	Mexico	  	Cendant Mobility Services Corp	  	300146	  	619214
	CARTUS	  	Singapore	  	Cartus Corporation	  	T0602094F	  	
	CARTUS	  	Singapore	  	Cartus Corporation	  	T0602095D	  	T0602095D
	CARTUS	  	Singapore	  	Cartus Corporation	  	T0602096B	  	
	CARTUS	  	Singapore	  	Cartus Corporation	  	T0602097J	  	T0602097J
	CARTUS AND GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603007J	  	
	CARTUS AND GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603008I	  	T0603008I
	CARTUS AND GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603009G	  	
	CARTUS AND GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603011I	  	T0603011I
	CARTUS RESOURCES	  	Singapore	  	Cartus Corporation	  	T0602099G	  	T0602099G
	CARTUS RESOURCES	  	Singapore	  	Cartus Corporation	  	T0602100D	  	
	CARTUS RESOURCES	  	Singapore	  	Cartus Corporation	  	T0602101B	  	T0602101B
	GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603003H	  	
	GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603004F	  	T0603004F
	GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603005D	  	
	GLOBE DESIGN (in series)	  	Singapore	  	Cartus Corporation	  	T0603006B	  	T0603006B
	Line & Dot Design (series of 3)**	  	Singapore	  	Cendant Mobility Services Corp	  	T0215462Z	  	T0215462Z
	Line & Dot Design (series of 3)**	  	Singapore	  	Cendant Mobility Services Corp	  	T0215463H	  	T0215463H
	Line & Dot Design**	  	Singapore	  	Cendant Mobility Services Corp	  	T0215464F	  	T0215464F
	CARTUS	  	United Kingdom	  	Cartus Corporation	  	2412844	  	2412844
	CARTUS AND GLOBE DESIGN (in series)	  	United Kingdom	  	Cartus Corporation	  	2414215	  	
	CARTUS RESOURCES	  	United Kingdom	  	Cartus Corporation	  	2412845	  	2412845
	GLOBE DESIGN (in series)	  	United Kingdom	  	Cartus Corporation	  	2414216	  	2414216
	HOME AND MOVE FROM CARTUS & Gate Design	  	United Kingdom	  	Cartus Corporation	  	2419497	  	
	HOME AND MOVE FROM CENDANT MOBILITY & Gate Design *	  	United Kingdom	  	Cendant Mobility Ltd.	  	2392004	  	2392004
	Line & Dot Design**	  	United Kingdom	  	Cendant Mobility Services Corp	  	2135198	  	2135198
	WE MOVE THE PEOPLE WHO MOVE THE WORLD	  	United Kingdom	  	Cartus Corporation	  	2137549	  	2137549
	CARTUS	  	United States	  	Cartus Corporation	  	78808792	  	
	CARTUS AND GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818082	  	
	CARTUS AND GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78817923	  	
	CARTUS AND GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818045	  	
	CARTUS AND GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818064	  	

  

 3 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CARTUS RESOURCES	  	United States	  	Cartus Corporation	  	78808802	  	
	EASYTOUR	  	United States	  	Cartus Corporation	  	78659865	  	
	GLOBALNET	  	United States	  	Cartus Corporation	  	75153284	  	2198869
	GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818087	  	
	GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78817943	  	
	GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818047	  	
	GLOBE DESIGN	  	United States	  	Cartus Corporation	  	78818069	  	
	GLOBE DESIGN (in color)	  	United States	  	Cartus Corporation	  	78818090	  	
	GLOBE DESIGN (in color)	  	United States	  	Cartus Corporation	  	78817954	  	
	GLOBE DESIGN (in color)	  	United States	  	Cartus Corporation	  	78818055	  	
	GLOBE DESIGN (in color)	  	United States	  	Cartus Corporation	  	78818077	  	
	HOME AND MOVE	  	United States	  	Cartus Corporation	  	78817256	  	
	HOME AND MOVE & Design	  	United States	  	Cartus Corporation	  	78817258	  	
	LINE & DOT Design	  	United States	  	Cartus Corporation	  	75304945	  	2192066
	MILITARY RELOCATION MANAGEMENT Design	  	United States	  	Cartus Corporation	  	78044960	  	2757428
	WE MOVE THE PEOPLE WHO MOVE THE WORLD	  	United States	  	Cartus Corporation	  	75304946	  	2455642
	WE TREAT EACH MOVE LIKE IT'S OUR OWN	  	United States	  	Cartus Corporation	  	75737491	  	2528111

  

	*	Application was filed in the name of Cartus Corporation’s UK subsidiary prior to the divestiture. Realogy and its subsidiaries do not have any rights to marks that contain the
term CENDANT. Therefore, this mark will be allowed to lapse without renewal. 


	**	Cartus Corporation has determined that it is not using the designated marks, therefore we did not incur the costs to record the change of name against them – exceptions were
made if recordal did not incur additional expense. They will be allowed to lapse without renewal. 


	***	Cartus Corporation (f/k/a Cendant Mobility) bought Hamilton Watts' Australian, Malay and Singapore operations in 2000 and changed the name to Cendant HWI Pty Ltd. and then to
Cendant Mobility shortly after the acquisition. Given that there was no expected use of the marks, the decision not to incur costs associated with the recordal to Cendant Mobility and then Cartus Corporation was made. 

  

 4 








 SCHEDULE II 
 US Patent Applications 
  

							
	 Owner Name
	  	 Type of
Patent
	  	 Patent Title
	  	Application No.
	 Realogy Operations, Inc.
	  	Utility	  	 Method and System For Computing Financial Forecasts
	  	10/379,622
	 Realogy Operations, Inc.
	  	Utility	  	 Method and System for Computing Personal and Business Financial Information
	  	10/706,026
	 Realogy Operations, Inc.
	  	Utility	  	 Methods and Arrangements For Facilitating The Processing of Real Estate Information
	  	10/167,132
	 Cartus Corporation
	  	Utility	  	 System and Method of Selecting Freight Forwarding Companies
	  	10/819,813
	 Title Resource Group, LLC
	  	Utility	  	 System and Method for Communicating Document Information
	  	11/542,851
	 The DeWolfe Company Inc.
	  	Utility	  	 Data Communications Network-Assisted Method for Purchase and Sale of Real Estate
	  	10/097,805








 SCHEDULE II 
 CDRE TM Corp. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	OUR TOWN Design Only	  	United States	  	CDRE TM CORP	  	78466983	  	
	CORNERSTONES OF LIFE PROGRAM & Design	  	United States	  	CDRE TM CORP	  	77119473	  	
	PLACE	  	United States	  	CDRE TM CORP	  	78407701	  	
	ALL SQUARE FEET ARE NOT CREATED EQUAL	  	United States	  	CDRE TM CORP	  	76408232	  	2683552
	THE SUNSHINE GROUP LTD	  	United States	  	CDRE TM CORP	  	76408231	  	2768873
	YOU'RE HOME NOW	  	United States	  	CDRE TM CORP	  	78104866	  	2761684
	CORCORAN WEXLER	  	United States	  	CDRE TM CORP	  	76315555	  	2576142
	WWW.CORCORAN.COM	  	United States	  	CDRE TM CORP	  	75732288	  	2499454
	THE CORCORAN GROUP	  	United States	  	CDRE TM CORP	  	75689238	  	2366134
	CORCORANS	  	United States	  	CDRE TM CORP	  	75688924	  	2533288
	IT'S ABOUT LIFE	  	United States	  	CDRE TM CORP	  	78280153	  	2973564
	HOME DELIVERY	  	United States	  	CDRE TM CORP	  	76454296	  	2794095
	OUR TOWN	  	United States	  	CDRE TM CORP	  	78449628	  	3094142
	LOCALINK	  	United States	  	CDRE TM CORP	  	78525869	  	3110476
	WHERE DO YOU WANT TO LIVE	  	United States	  	CDRE TM CORP	  	75433774	  	2353088
	LIVE WHO YOU ARE	  	United States	  	CDRE TM CORP	  	78713347	  	3178618
	HOME STYLES & Design	  	United States	  	CDRE TM CORP	  	78121411	  	2827643
	FS FRED SANDS REALTORS & Design	  	United States	  	CDRE TM CORP	  	73330014	  	1228983
	FS & Design	  	United States	  	CDRE TM CORP	  	73330013	  	1228982
	MURPHY REALTY PREFERRED HOMES	  	United States	  	CDRE TM CORP	  	76109107	  	2657335
	MURPHY REALTY	  	United States	  	CDRE TM CORP	  	76109108	  	2530984
	IMAGINE IT. FIND IT. OWN IT	  	United States	  	CDRE TM CORP	  	76495320	  	2806481








 SCHEDULE II 
 Century 21 Real Estate LLC 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	African Union Territories (OAPI)	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21	  	African Union Territories (OAPI)	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21 & New House Design	  	African Union Territories (OAPI)	  	Century 21 Real Estate LLC	  	54335	  	54335
	CENTURY 21 & New House Design	  	African Union Territories (OAPI)	  	Century 21 Real Estate LLC	  	54336	  	54336
	CENTURY 21	  	Algeria	  	Century 21 Real Estate LLC	  	052378	  	
	CENTURY 21 & New House Design	  	Algeria	  	Century 21 Real Estate LLC	  	052379	  	
	CENTURY 21	  	Anguilla	  	Century 21 Real Estate Corp.	  		  	2706
	CENTURY 21	  	Antigua and Barbuda	  	Century 21 Real Estate Corp.	  		  	
	CENTURY 21 & New House Design	  	Antigua and Barbuda	  	Century 21 Real Estate Corp.	  		  	
	CENTURY 21	  	Argentina	  	Century 21 Real Estate Corp.	  	1789489	  	1939876
	CENTURY 21	  	Argentina	  	Century 21 Real Estate Corp.	  	1789490	  	1939877
	CENTURY 21 & New House Design	  	Argentina	  	Century 21 Real Estate LLC	  	1793605	  	1940048
	CENTURY 21 & New House Design	  	Argentina	  	Century 21 Real Estate LLC	  	1793606	  	1940040
	SIGLO 21	  	Argentina	  	Century 21 Real Estate LLC	  	2,146,237	  	1794783
	CENTURY 21	  	Aruba	  	Century 21 Real Estate Corp.	  	89051914	  	14483
	CENTURY 21	  	Aruba	  	Century 21 Real Estate Corp.	  	91030422	  	15154
	CENTURY 21 & New House Design	  	Aruba	  	Century 21 Real Estate Corp.	  	91030421	  	15153
	CENTURION	  	Australia	  	Century 21 Real Estate LLC	  	559492	  	559492
	CENTURION	  	Australia	  	Century 21 Real Estate LLC	  	559493	  	559493
	CENTURY 21	  	Australia	  	Century 21 Real Estate LLC	  	326586	  	326586
	CENTURY 21	  	Australia	  	Century 21 Real Estate LLC	  	491233	  	491233
	CENTURY 21	  	Australia	  	Century 21 Real Estate LLC	  	491234	  	491234

  

 1 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House & Sign Design (Series of 2)	  	Australia	  	Century 21 Real Estate LLC	  	554728	  	554728
	CENTURY 21 & New House & Sign Design (Series of 2)	  	Australia	  	Century 21 Real Estate LLC	  	554729	  	554729
	CENTURY 21 & New House Design	  	Australia	  	Century 21 Real Estate LLC	  	542303	  	542303
	CENTURY 21 & New House Design	  	Australia	  	Century 21 Real Estate LLC	  	542304	  	542304
	CENTURY 21 & Old House & Sign Design	  	Australia	  	Century 21 Real Estate LLC	  	428138	  	428138
	CENTURY 21 & Old House Design	  	Australia	  	Century 21 Real Estate LLC	  	491235	  	491235
	CENTURY 21 & Old House Design	  	Australia	  	Century 21 Real Estate LLC	  	491236	  	491236
	CENTURY 21 & Sign & Post Design (Series of 2)	  	Australia	  	Century 21 Real Estate LLC	  	554730	  	554730
	CENTURY 21 & Sign & Post Design (Series of 2)	  	Australia	  	Century 21 Real Estate LLC	  	554731	  	554731
	THE WORLD IS SOLD ON CENTURY 21	  	Australia	  	Century 21 Real Estate LLC	  	1050167	  	1050167
	CENTURY 21	  	Austria	  	Century 21 Real Estate LLC	  	AM 2269/75	  	81547
	CENTURY 21 & New House Design	  	Austria	  	Century 21 Real Estate LLC	  	AM 5860/90	  	136271
	CENTURY 21	  	Azerbaijan	  	Century 21 Real Estate LLC	  	20060373	  	
	CENTURY 21 & New House Design	  	Azerbaijan	  	Century 21 Real Estate LLC	  	20060374	  	
	CENTURY 21	  	Bahamas	  	Century 21 Real Estate LLC	  	8282	  	8282
	CENTURY 21 & New House Design	  	Bahamas	  	Century 21 Real Estate LLC	  	14542	  	14542
	CENTURY 21	  	Bahrain	  	Century 21 Real Estate Corp.	  	422/89	  	12537
	CENTURY 21	  	Bahrain	  	Century 21 Real Estate Corp.	  	423/89	  	706
	CENTURY 21 & New House Design	  	Bahrain	  	Century 21 Real Estate Corp.	  	387/91	  	884
	CENTURY 21 & New House Design	  	Bahrain	  	Century 21 Real Estate Corp.	  	424/89	  	12538
	CENTURY 21 & New House Design	  	Bahrain	  	Century 21 Real Estate Corp.	  	425/89	  	707
	CENTURY 21	  	Barbados	  	Century 21 Real Estate Corp.	  		  	81/534
	CENTURY 21	  	Barbados	  	Century 21 Real Estate Corp.	  		  	81/490
	CENTURY 21	  	Barbados	  	Century 21 Real Estate Corp.	  		  	81/6593
	CENTURY 21 & New House Design	  	Barbados	  	Century 21 Real Estate Corp.	  		  	81/6249
	CENTURY 21 & New House Design	  	Barbados	  	Century 21 Real Estate Corp.	  		  	81/6594

  

 2 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Belize	  	Century 21 Real Estate Corp.	  	1724.03	  	1724.03
	CENTURY 21	  	Belize	  	Century 21 Real Estate LLC	  	6234	  	6234
	CENTURY 21 & New House Design	  	Belize	  	Century 21 Real Estate Corp.	  	1725.03	  	1725.03
	SIGLO 21	  	Belize	  	Century 21 Real Estate Corp.	  	1723.03	  	1723.03
	CENTURION	  	Benelux	  	Century 21 Real Estate LLC	  	766104	  	497239
	CENTURY 21	  	Benelux	  	Century 21 Real Estate LLC	  	34606	  	335022
	CENTURY 21	  	Benelux	  	Century 21 Real Estate LLC	  	691728	  	151437
	CENTURY 21	  	Benelux	  	Century 21 Real Estate LLC	  	834723	  	556946
	CENTURY 21 & New House Design	  	Benelux	  	Century 21 Real Estate LLC	  	755505	  	487878
	CENTURY 21 & New House Design	  	Benelux	  	Century 21 Real Estate LLC	  	834724	  	556947
	CENTURY 21 & Sign & Post Design	  	Benelux	  	Century 21 Real Estate LLC	  	774593	  	508016
	CENTURY 21 & Sign Design	  	Benelux	  	Century 21 Real Estate LLC	  	774594	  	508017
	EEUW 21	  	Benelux	  	Century 21 Real Estate LLC	  	739532	  	475269
	SIECLE 21	  	Benelux	  	Century 21 Real Estate LLC	  	739533	  	475270
	VIP	  	Benelux	  	Century 21 Real Estate LLC	  	766105	  	497240
	CENTURY 21	  	Bermuda	  	Century 21 Real Estate LLC	  	42240	  	42240
	CENTURY 21	  	Bermuda	  	Century 21 Real Estate LLC	  	7935	  	7935
	CENTURY 21 & New House Design	  	Bermuda	  	Century 21 Real Estate LLC	  	21330	  	21330
	CENTURY 21 & New House Design	  	Bermuda	  	Century 21 Real Estate LLC	  	42241	  	42241
	CENTURY 21	  	Bolivia	  	Century 21 Real Estate LLC	  	146214	  	70734-C
	CENTURY 21	  	Bolivia	  	Century 21 Real Estate LLC	  	146214	  	70777-C
	CENTURY 21	  	Bolivia	  	Century 21 Real Estate LLC	  	146214	  	70778-C
	CENTURY 21 & New House Design	  	Bolivia	  	Century 21 Real Estate LLC	  	146214	  	70733-C
	SIGLO 21	  	Bolivia	  	Century 21 Real Estate LLC	  	2541921	  	76434-C
	CENTURY 21	  	Bosnia and Herzegovina	  	Century 21 Real Estate LLC	  	BAZ069892A	  	
	CENTURY 21 & New House Design	  	Bosnia and Herzegovina	  	Century 21 Real Estate LLC	  	BAZ069891A	  	

  

 3 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Brazil	  	Century 21 Real Estate Corp.	  	10882/79	  	7201044
	CENTURY 21	  	Brazil	  	Century 21 Real Estate Corp.	  	26404/75	  	7061021
	CENTURY 21	  	Brazil	  	Century 21 Real Estate Corp.	  	817906088	  	817906088
	CENTURY 21	  	Brazil	  	Century 21 Real Estate LLC	  	817906096	  	817906096
	CENTURY 21 & New House Design	  	Brazil	  	Century 21 Real Estate Corp.	  	815817355	  	815817355
	CENTURY 21 & New House Design	  	Brazil	  	Century 21 Real Estate Corp.	  	815818670	  	815818670
	CENTURY 21 & New House Design	  	Brazil	  	Century 21 Real Estate LLC	  	817906100	  	817906100
	SECULO 21	  	Brazil	  	Century 21 Real Estate Corp.	  	820707775	  	820707775
	SECULO 21	  	Brazil	  	Century 21 Real Estate Corp.	  	820829749	  	820829749
	CENTURY 21	  	Brunei Darussalam	  	Century 21 Real Estate Corp.	  	35586	  	35586
	CENTURY 21 & New House Design	  	Brunei Darussalam	  	Century 21 Real Estate Corp.	  	35588	  	35588
	CENTURY 21	  	Bulgaria	  	Century 21 Real Estate LLC	  	12207	  	18876
	CENTURY 21	  	Bulgaria	  	Century 21 Real Estate LLC	  	12208	  	1675
	CENTURY 21 & New House Design	  	Bulgaria	  	Century 21 Real Estate LLC	  	67145	  	52033
	AD/PAC	  	Canada	  	Century 21 Real Estate LLC	  	476194	  	286901
	CENTURY 21	  	Canada	  	Century 21 Real Estate LLC	  	417509	  	233529
	CENTURY 21	  	Canada	  	Century 21 Real Estate LLC	  	587710	  	368747
	CENTURY 21 & New House Design	  	Canada	  	Century 21 Real Estate LLC	  	673854	  	401397
	CENTURY 21 & New House Design	  	Canada	  	Century 21 Real Estate LLC	  	673857	  	397606
	CENTURY 21 & New House Design	  	Canada	  	Century 21 Real Estate LLC	  	673859	  	397607
	CENTURY 21 & Old Design	  	Canada	  	Century 21 Real Estate LLC	  	373123	  	227777
	CENTURY 21 & Old Design	  	Canada	  	Century 21 Real Estate LLC	  	373124	  	225671
	CENTURY 21 & Old Design	  	Canada	  	Century 21 Real Estate LLC	  	391141	  	238899
	CENTURY 21 & Old Design	  	Canada	  	Century 21 Real Estate LLC	  	587712	  	368748
	CENTURY 21 & Sign & Post Design	  	Canada	  	Century 21 Real Estate LLC	  	673855	  	400535
	CENTURY 21 & Sign & Post Design (Color)	  	Canada	  	Century 21 Real Estate LLC	  	673856	  	400536

  

 4 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 CONNECTIONS GUICHET UNIQUE VALUER AJOUTEE & Design	  	Canada	  	Century 21 Real Estate LLC	  	1080726	  	595238
	CENTURY 21 CONNECTIONS REAL CONVENIENCE REAL VALUE & Design	  	Canada	  	Century 21 Real Estate LLC	  	1027978	  	587032
	CENTURY 21 REAL ESTATE & North America Design	  	Canada	  	Century 21 Real Estate LLC	  	417511	  	234463
	CENTURY 21 Sign & Post Design (Gold & Black)	  	Canada	  	Century 21 Real Estate LLC	  	673852	  	397605
	CENTURY 21 Sign & Post Design (Gold & Brown)	  	Canada	  	Century 21 Real Estate LLC	  	424313	  	260388
	CENTURY 21 SignPost Design (Gold)	  	Canada	  	Century 21 Real Estate LLC	  	1179262	  	605650
	CREATE 21	  	Canada	  	Century 21 Real Estate LLC	  	1234772	  	
	NORTH AMERICA'S NUMBER 1 TOP SELLER, CENTURY 21	  	Canada	  	Century 21 Real Estate LLC	  	462978	  	274562
	THE NEIGHBOURHOOD PROFESSIONALS	  	Canada	  	Century 21 Real Estate LLC	  	417510	  	235878
	THE REAL ESTATE INVESTMENT JOURNAL	  	Canada	  	Century 21 Real Estate LLC	  	476195	  	292131
	VIP	  	Canada	  	Century 21 Real Estate LLC	  	476192	  	276212
	WE'RE HERE FOR YOU	  	Canada	  	Century 21 Real Estate LLC	  	409209	  	228416
	WE'RE NATIONAL, BUT WE'RE NEIGHBOURLY	  	Canada	  	Century 21 Real Estate LLC	  	409208	  	228795
	CENTURY 21	  	Cape Verde	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21	  	Cape Verde	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21 & New House Design	  	Cape Verde	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21 & New House Design	  	Cape Verde	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1062225
	CENTURY 21	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1274764
	CENTURY 21	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1274765
	CENTURY 21 & New House Design	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1453969
	CENTURY 21 & Sign & Post Design	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1459099
	CENTURY 21 & Sign Design	  	Cayman Islands	  	Century 21 Real Estate LLC	  		  	1459101

  

 5 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Chile	  	Century 21 Real Estate LLC	  	299472	  	760388
	CENTURY 21	  	Chile	  	Century 21 Real Estate LLC	  	299473	  	604353
	CENTURY 21 & New House Design	  	Chile	  	Century 21 Real Estate LLC	  	272613	  	611278
	CENTURY 21 & New House Design	  	Chile	  	Century 21 Real Estate LLC	  	272614	  	611277
	SIGLO 21	  	Chile	  	Century 21 Real Estate Corp.	  	564471	  	
	CENTURY 21	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	8924591	  	523152
	CENTURY 21	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	93094145	  	777124
	CENTURY 21 & New House Design	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  		  	3065318
	CENTURY 21 & New House Design	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  		  	3065316
	CENTURY 21 & New House Design	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	90053105	  	577417
	CENTURY 21 & New House Design	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	93094136	  	777122
	CENTURY 21 & New House Design (with Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	2000055326	  	1672792
	CENTURY 21 & New House Design (with Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	2000055327	  	1647735
	CENTURY 21 & New House Design (with Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	2000085135	  	1655868
	CENTURY 21 & New House Design (with Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	2000085849	  	1699741
	CENTURY 21 & New House Design (with Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	2000085850	  	1651932
	CENTURY 21 (in Chinese)	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  		  	3501579
	CENTURY 22	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	3894723	  	
	CENTURY 22	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	3894724	  	
	CENTURY 22	  	China (Peoples Republic)	  	Century 21 Real Estate LLC	  	3894725	  	
	CENTURY 21	  	Colombia	  	Century 21 Real Estate LLC	  	306032	  	141915
	CENTURY 21	  	Colombia	  	Century 21 Real Estate LLC	  	306033	  	141916
	CENTURY 21 & New House Design	  	Colombia	  	Century 21 Real Estate LLC	  	97069262	  	211360
	CENTURY 21 & Old Design	  	Colombia	  	Century 21 Real Estate LLC	  	306054	  	141917
	CENTURY 21 & Old Design	  	Colombia	  	Century 21 Real Estate LLC	  	306055	  	141918
	SIGLO 21	  	Colombia	  	Century 21 Real Estate LLC	  	98022229	  	214489

  

 6 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & Design	  	Colorado	  	Century 21 Real Estate Corp.	  		  	911069098
	CENTURY 21	  	Costa Rica	  	Century 21 Real Estate LLC	  	72248	  	72248
	CENTURY 21	  	Costa Rica	  	Century 21 Real Estate LLC	  	72530	  	72530
	CENTURY 21 & New House Design	  	Costa Rica	  	Century 21 Real Estate LLC	  	77838	  	77838
	CENTURY 21 & New House Design	  	Costa Rica	  	Century 21 Real Estate LLC	  	78188	  	78188
	SIGLO 21	  	Costa Rica	  	Century 21 Real Estate LLC	  	111092	  	111092
	CENTURY 21	  	Croatia	  	Century 21 Real Estate LLC	  	Z20060597A	  	Z20060597
	CENTURY 21 & New House Design	  	Croatia	  	Century 21 Real Estate LLC	  	Z20060598A	  	Z20060598
	CENTURY 21	  	Cyprus, Republic of	  	Century 21 Real Estate Corp.	  	30846	  	30846
	CENTURY 21	  	Cyprus, Republic of	  	Century 21 Real Estate Corp.	  	33210	  	33210
	CENTURY 21 & New House Design	  	Cyprus, Republic of	  	Century 21 Real Estate Corp.	  	30847	  	30847
	CENTURY 21 & New House Design	  	Cyprus, Republic of	  	Century 21 Real Estate Corp.	  	33209	  	33209
	CENTURY 21	  	Czech Republic	  	Century 21 Real Estate LLC	  	170452	  	170452
	21 ARHUNDREDE	  	Denmark	  	Century 21 Real Estate LLC	  	00080	  	08796
	CENTURY 21	  	Denmark	  	Century 21 Real Estate LLC	  	04211	  	00100
	CENTURY 21 & New House Design	  	Denmark	  	Century 21 Real Estate LLC	  	08959	  	07414
	CENTURY 21	  	Dominica	  	Century 21 Real Estate Corp.	  	1/89	  	1/89
	CENTURY 21	  	Dominican Republic	  	Century 21 Real Estate LLC	  	41404	  	41404
	CENTURY 21	  	Dominican Republic	  	Century 21 Real Estate LLC	  	41405	  	41405
	CENTURY 21 & New House Design	  	Dominican Republic	  	Century 21 Real Estate LLC	  	34822	  	34822
	CENTURY 21 & New House Design	  	Dominican Republic	  	Century 21 Real Estate LLC	  	60133	  	60133
	CENTURY 21 & New House Design	  	Dominican Republic	  	Century 21 Real Estate LLC	  	60153	  	60153
	CENTURY 21	  	Ecuador	  	Century 21 Real Estate Corp.	  	61730	  	662-97
	CENTURY 21	  	Ecuador	  	Century 21 Real Estate Corp.	  	61731	  	663-97
	CENTURY 21	  	Ecuador	  	Century 21 Real Estate Corp.	  	61732	  	1451-97
	CENTURY 21 & New House Design	  	Ecuador	  	Century 21 Real Estate Corp.	  	57790	  	206-97

  

 7 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	Ecuador	  	Century 21 Real Estate Corp.	  	57791	  	189-97
	CENTURY 21 & New House Design	  	Ecuador	  	Century 21 Real Estate Corp.	  	57792	  	190-97
	SIGLO 21	  	Ecuador	  	Century 21 Real Estate Corp.	  	86.879	  	4382-01
	CENTURY 21	  	Egypt	  	Century 21 Real Estate Corp.	  	74584	  	74584
	CENTURY 21 & New House Design	  	Egypt	  	Century 21 Real Estate Corp.	  	78959	  	78959
	CENTURY 21 & New House Design	  	Egypt	  	Century 21 Real Estate Corp.	  	78960	  	78960
	CENTURY 21	  	El Salvador	  	Century 21 Real Estate Corp.	  		  	112 book 6
	CENTURY 21	  	El Salvador	  	Century 21 Real Estate Corp.	  	1596-98	  	58 book 95
	CENTURY 21 & New House Design	  	El Salvador	  	Century 21 Real Estate Corp.	  		  	18 book 10
	CENTURY 21 & New House Design	  	El Salvador	  	Century 21 Real Estate Corp.	  		  	10 book 23
	SIGLO 21	  	El Salvador	  	Century 21 Real Estate Corp.	  	E-1599-98	  	146 book 93
	CENTURY 21	  	Estonia	  	Century 21 Real Estate LLC	  	2226	  	7566
	CENTURY 21 & Old Design	  	Estonia	  	Century 21 Real Estate Corp.	  	2228	  	7568
	21 ARHUNDREDE	  	European Community	  	Century 21 Real Estate LLC	  	146746	  	146746
	21OS AIUN	  	European Community	  	Century 21 Real Estate LLC	  	146589	  	146589
	AD/PAC	  	European Community	  	Century 21 Real Estate LLC	  	146787	  	146787
	CENTURION	  	European Community	  	Century 21 Real Estate LLC	  	146316	  	146316
	CENTURY 21	  	European Community	  	Century 21 Real Estate LLC	  	146068	  	146068
	CENTURY 21 & New House Design	  	European Community	  	Century 21 Real Estate LLC	  	146357	  	46357
	CENTURY 21 & Sign & Post Design	  	European Community	  	Century 21 Real Estate LLC	  	146258	  	146258
	CENTURY 21 & Sign Design	  	European Community	  	Century 21 Real Estate LLC	  	146191	  	146191
	CENTURY 21 2 & 1	  	European Community	  	Century 21 Real Estate LLC	  	146761	  	146761
	CENTURY 21 GESTION	  	European Community	  	Century 21 Real Estate LLC	  	146332	  	146332
	KIOSQUE 21	  	European Community	  	Century 21 Real Estate LLC	  	146233	  	146233
	SECOLO 21	  	European Community	  	Century 21 Real Estate LLC	  	146555	  	146555
	SECULO 21	  	European Community	  	Century 21 Real Estate LLC	  	146522	  	146522

  

 8 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	SEKEL 21	  	European Community	  	Century 21 Real Estate LLC	  	146472	  	146472
	SIECLE 21	  	European Community	  	Century 21 Real Estate LLC	  	146720	  	146720
	SIGLO 21	  	European Community	  	Century 21 Real Estate LLC	  	146449	  	146449
	VIP	  	European Community	  	Century 21 Real Estate LLC	  	146142	  	146142
	VOISISATA 21	  	European Community	  	Century 21 Real Estate LLC	  	146373	  	146373
	CENTURY 21	  	Fiji	  	Century 21 Real Estate Corp.	  	20423	  	20423
	CENTURY 21 & New House Design	  	Fiji	  	Century 21 Real Estate LLC	  	160/06	  	
	CENTURY 21 & New House Design	  	Fiji	  	Century 21 Real Estate Corp.	  	21711	  	21711
	CENTURY 21 & Old Design	  	Fiji	  	Century 21 Real Estate Corp.	  	20424	  	20424
	CENTURY 21	  	Finland	  	Century 21 Real Estate LLC	  	3976/75	  	72169
	CENTURY 21 & New House Design	  	Finland	  	Century 21 Real Estate LLC	  	4832/90	  	117908
	VUOSISATA 21	  	Finland	  	Century 21 Real Estate LLC	  	5820/89	  	124952
	CENTURION	  	France	  	Century 21 Real Estate LLC	  	300135	  	1682705
	CENTURY 21	  	France	  	Century 21 Real Estate LLC	  	841807	  	1399704
	CENTURY 21 & New House Design	  	France	  	Century 21 Real Estate LLC	  	239193	  	1617044
	CENTURY 21 & Sign & Post Design	  	France	  	Century 21 Real Estate LLC	  	063454990	  	
	CENTURY 21 & Sign Design	  	France	  	Century 21 Real Estate LLC	  	063454991	  	
	CENTURY 21 GESTION	  	France	  	Century 21 Real Estate LLC	  	476409	  	93476409
	CENTURY 21 IMMOBILIER D’ENTREPRISE & Design	  	France	  	Century 21 Real Estate LLC	  	99775039	  	99775039
	KIOSQUE 21	  	France	  	Century 21 Real Estate LLC	  		  	94516614
	SIECLE 21	  	France	  	Century 21 Real Estate LLC	  	166203	  	1636431
	VIP	  	France	  	Century 21 Real Estate LLC	  	300134	  	1682704
	CENTURY 21 & New House Design	  	Gaza District	  	Century 21 Real Estate LLC	  	5126	  	5126
	CENTURY 21 (in English & Arabic)	  	Gaza District	  	Century 21 Real Estate LLC	  	5127	  	5127
	CENTURY 21	  	Germany	  	Century 21 Real Estate LLC	  	25330/16	  	976127
	CENTURY 21	  	Germany	  	Century 21 Real Estate LLC	  	27704/36	  	992054

  

 9 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Germany	  	Century 21 Real Estate LLC	  	65907/16	  	653579
	CENTURY 21 & New House Design	  	Germany	  	Century 21 Real Estate LLC	  	41001/36	  	1184574
	CENTURY 21	  	Greece	  	Century 21 Real Estate LLC	  	111125	  	111125
	CENTURY 21	  	Greece	  	Century 21 Real Estate LLC	  	55558	  	55558
	CENTURY 21 & New House Design	  	Greece	  	Century 21 Real Estate LLC	  	111062	  	111062
	CENTURY 21	  	Grenada	  	Century 21 Real Estate Corp.	  		  	90/1998
	CENTURY 21	  	Grenada	  	Century 21 Real Estate Corp.	  		  	91/1998
	CENTURY 21 & New House Design	  	Grenada	  	Century 21 Real Estate Corp.	  		  	84/1998
	CENTURY 21 & New House Design	  	Grenada	  	Century 21 Real Estate Corp.	  		  	85/1998
	CENTURY 21	  	Guatemala	  	Century 21 Real Estate Corp.	  	002722	  	121727
	CENTURY 21	  	Guatemala	  	Century 21 Real Estate Corp.	  	002723	  	121356
	CENTURY 21 & New House Design	  	Guatemala	  	Century 21 Real Estate Corp.	  	04974	  	66514
	CENTURY 21 & New House Design	  	Guatemala	  	Century 21 Real Estate Corp.	  	4975	  	64944
	SIGLO 21	  	Guatemala	  	Century 21 Real Estate Corp.	  	2783	  	104939
	CENTURY 21	  	Guyana	  	Century 21 Real Estate Corp.	  	16553A	  	16553A
	CENTURY 21 & Design	  	Guyana	  	Century 21 Real Estate Corp.	  	16552A	  	16552A
	CENTURY 21	  	Haiti	  	Century 21 Real Estate LLC	  	179-149	  	179-149
	CENTURY 21	  	Haiti	  	Century 21 Real Estate LLC	  	227-87	  	289-126
	CENTURY 21 & New House Design	  	Haiti	  	Century 21 Real Estate LLC	  	233-99	  	374-140
	CENTURY 21 & New House Design	  	Haiti	  	Century 21 Real Estate LLC	  	234-99	  	375-140
	CENTURY 21	  	Honduras	  	Century 21 Real Estate Corp.	  	5393-89	  	941F176TIII
	CENTURY 21	  	Honduras	  	Century 21 Real Estate Corp.	  	5408-89	  	52329F460TXX
	CENTURY 21 & Design	  	Honduras	  	Century 21 Real Estate Corp.	  	3616/91	  	1210F445TIII
	CENTURY 21 & Design	  	Honduras	  	Century 21 Real Estate Corp.	  	3617/91	  	55034F165T42
	SIGLO 21	  	Honduras	  	Century 21 Real Estate Corp.	  	3757/98	  	
	CENTURION	  	Hong Kong	  	Century 21 Real Estate LLC	  	5513/1992	  	7743/1995

  

 10 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURION	  	Hong Kong	  	Century 21 Real Estate LLC	  	5898/1992	  	4807/1993
	CENTURION	  	Hong Kong	  	Century 21 Real Estate LLC	  	7146/1991	  	599/1993
	CENTURY 21	  	Hong Kong	  	Century 21 Real Estate LLC	  	4567/1993	  	B6914/1996
	CENTURY 21	  	Hong Kong	  	Century 21 Real Estate LLC	  	5830/1992	  	B602/1995
	CENTURY 21	  	Hong Kong	  	Century 21 Real Estate LLC	  	6197/1988	  	2843/1992
	CENTURY 21 & New House Design	  	Hong Kong	  	Century 21 Real Estate LLC	  	4565/1993	  	B8023/1996
	CENTURY 21 & New House Design	  	Hong Kong	  	Century 21 Real Estate LLC	  	5831/1992	  	B603/1995
	CENTURY 21 & New House Design	  	Hong Kong	  	Century 21 Real Estate LLC	  	6196/1988	  	2842/1992
	CENTURY 21 & New House Design (with Chinese)	  	Hong Kong	  	Century 21 Real Estate LLC	  	11943/1993	  	B3447/1997
	CENTURY 21 & New House Design (with Chinese)	  	Hong Kong	  	Century 21 Real Estate LLC	  	11944/1993	  	B3448/1997
	CENTURY 21 & New House Design (with Chinese)	  	Hong Kong	  	Century 21 Real Estate LLC	  	11945/1993	  	B3449/1997
	CENTURY 21 & Sign & Post Design	  	Hong Kong	  	Century 21 Real Estate LLC	  	114/1992	  	B5441/1994
	CENTURY 21 & Sign Design	  	Hong Kong	  	Century 21 Real Estate LLC	  	115/1992	  	B2683/1995
	CENTURY 21 (in Chinese)	  	Hong Kong	  	Century 21 Real Estate LLC	  	10475/1993	  	B3446/1997
	CENTURY 21 (in Chinese)	  	Hong Kong	  	Century 21 Real Estate LLC	  	6503/1988	  	B601/1995
	CENTURY 21 VIP	  	Hong Kong	  	Century 21 Real Estate LLC	  	10476/1993	  	B8068/1997
	VIP	  	Hong Kong	  	Century 21 Real Estate LLC	  	5424/1992	  	1903/1995
	VIP	  	Hong Kong	  	Century 21 Real Estate LLC	  	7150/1991	  	5017/1994
	CENTURY 21	  	Hungary	  	Century 21 Real Estate LLC	  	46/90	  	138029
	CENTURY 21 & New House Design	  	Hungary	  	Century 21 Real Estate LLC	  	3647/90	  	139852
	CENTURY 21	  	Iceland	  	Century 21 Real Estate LLC	  	172/1989	  	199/1991
	CENTURY 21 & New House Design	  	Iceland	  	Century 21 Real Estate LLC	  	173/1989	  	380/1991
	OLDIN 21	  	Iceland	  	Century 21 Real Estate LLC	  	11/1990	  	203/1991
	OLDIN 21	  	Iceland	  	Century 21 Real Estate LLC	  	789/1990	  	80/1991
	CENTURY 21	  	India	  	Century 21 Real Estate LLC	  	1359561	  	
	CENTURY 21	  	India	  	Century 21 Real Estate Corp.	  	506834	  	506834

  

 11 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	India	  	Century 21 Real Estate LLC	  	1359563	  	
	CENTURY 21 & Old Design	  	India	  	Century 21 Real Estate Corp.	  	506833	  	506833
	CENTURY 21	  	Indonesia	  	Century 21 Real Estate Corp.	  		  	488535
	CENTURY 21	  	Indonesia	  	Century 21 Real Estate Corp.	  		  	302542
	CENTURY 21	  	Indonesia	  	Century 21 Real Estate Corp.	  		  	488202
	CENTURY 21 & New House Design	  	Indonesia	  	Century 21 Real Estate Corp.	  		  	302616
	CENTURY 21 & New House Design	  	Indonesia	  	Century 21 Real Estate Corp.	  		  	488203
	CENTURION	  	Ireland	  	Century 21 Real Estate LLC	  	3402	  	150073
	CENTURION	  	Ireland	  	Century 21 Real Estate LLC	  	4702	  	150608
	CENTURY 21	  	Ireland	  	Century 21 Real Estate LLC	  	2700	  	088749
	CENTURY 21	  	Ireland	  	Century 21 Real Estate LLC	  	4088	  	201312
	CENTURY 21 & New House Design	  	Ireland	  	Century 21 Real Estate LLC	  	4090	  	201423
	CENTURY 21 & New House Design	  	Ireland	  	Century 21 Real Estate LLC	  	6690	  	142535
	CENTURY 21 & Sign & Post Design	  	Ireland	  	Century 21 Real Estate LLC	  	0857	  	151789
	CENTURY 21 & Sign Design	  	Ireland	  	Century 21 Real Estate LLC	  	0858	  	151790
	CENTURY 21	  	Israel	  	Century 21 Real Estate LLC	  	46053	  	46053
	CENTURY 21	  	Israel	  	Century 21 Real Estate LLC	  	46054	  	46054
	CENTURY 21	  	Israel	  	Century 21 Real Estate LLC	  	85988	  	85988
	CENTURY 21 & New House Design	  	Israel	  	Century 21 Real Estate LLC	  	78817	  	78817
	CENTURY 21 & New House Design	  	Israel	  	Century 21 Real Estate LLC	  	78818	  	78818
	CENTURY 21 (in Hebrew)	  	Israel	  	Century 21 Real Estate LLC	  	74955	  	74955
	CENTURY 21 (in Hebrew)	  	Israel	  	Century 21 Real Estate LLC	  	74956	  	74956
	CENTURY 21	  	Italy	  	Century 21 Real Estate LLC	  	34978/75	  	731278
	CENTURY 21 & New House Design	  	Italy	  	Century 21 Real Estate Corp.	  	26645C/90	  	608428
	CENTURY 21 & New House Design in Rectangle	  	Italy	  	Century 21 Real Estate Corp.	  	92C000633	  	639745
	CENTURY 21 & Sign & Post Design	  	Italy	  	Century 21 Real Estate Corp.	  	92C000632	  	639744

  

 12 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	SECOLO 21	  	Italy	  	Century 21 Real Estate LLC	  	38699C/90	  	588935
	SECOLO 21	  	Italy	  	Century 21 Real Estate Corp.	  	98C000928	  	836806
	CENTURY 21	  	Jamaica	  	Century 21 Real Estate Corp.	  		  	B19093
	CENTURY 21	  	Jamaica	  	Century 21 Real Estate Corp.	  	41296	  	41296
	CENTURY 21 & Design	  	Jamaica	  	Century 21 Real Estate Corp.	  	16/1470	  	25542
	CENTURY 21 & New House Design	  	Japan	  	Century 21 Real Estate LLC	  	241187/92	  	3158940
	CENTURY 21 HOME in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	168212/97	  	4253681
	CENTURY 21 HOUSING in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	168213/97	  	4253682
	CENTURY 21 IMPORT HOME in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	168215/97	  	4303578
	CENTURY 21 IMPORT HOUSE in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	168211/97	  	4303576
	CENTURY 21 IMPORT HOUSE in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	168214/97	  	4303577
	CENTURY 21 in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	241188/92	  	3202692
	CENTURY 21 MY HOME AUCTION (in Katakana)	  	Japan	  	Century 21 Real Estate LLC	  	82130/00	  	4547714
	CENTURY 21 REAL ESTATE	  	Japan	  	Century 21 Real Estate LLC	  	979/84	  	1854786
	CENTURY 21 REAL ESTATE AUCTION (in Japanese)	  	Japan	  	Century 21 Real Estate LLC	  	82131/00	  	4511522
	CENTURY 21 REAL ESTATE CORPORATION & Design	  	Japan	  	Century 21 Real Estate LLC	  	111178/90	  	2691387
	CENTURY 21 REAL ESTATE in Katakana	  	Japan	  	Century 21 Real Estate LLC	  	11558/90	  	2476784
	CENTURY 21 Sign & Post Design	  	Japan	  	Century 21 Real Estate LLC	  	42404/91	  	2696263
	CENTURY 21 Sign Design	  	Japan	  	Century 21 Real Estate LLC	  	42405/91	  	2696264
	CENTURY 22	  	Japan	  	Century 21 Real Estate LLC	  	162372/97	  	4693536
	CLUBCENTURION (with Katakana)	  	Japan	  	Century 21 Real Estate LLC	  	10977/99	  	4405635
	CENTURY 21	  	Jordan	  	Century 21 Real Estate LLC	  	83335	  	83335
	CENTURY 21	  	Jordan	  	Century 21 Real Estate LLC	  	83595	  	83595
	CENTURY 21 & New House Design	  	Jordan	  	Century 21 Real Estate LLC	  	83576	  	83576
	CENTURY 21 & New House Design	  	Jordan	  	Century 21 Real Estate LLC	  	83644	  	83644

  

 13 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	BEK 21	  	Kazakhstan	  	Century 21 Real Estate Corp.	  	35900	  	
	BEK 21 & Design	  	Kazakhstan	  	Century 21 Real Estate Corp.	  	35901	  	
	CENTURY 21	  	Kazakhstan	  	Century 21 Real Estate LLC	  	33108	  	
	CENTURY 21 & New House Design	  	Kazakhstan	  	Century 21 Real Estate LLC	  	33109	  	
	CENTURY 21 & New House Design (in Kazakh)	  	Kazakhstan	  	Century 21 Real Estate LLC	  	34554	  	
	CENTURY 21 & New House Design (in Cyrillic)	  	Kazakhstan	  	Century 21 Real Estate LLC	  	34845	  	
	CENTURY 21 (in Cyrillic)	  	Kazakhstan	  	Century 21 Real Estate LLC	  	34846	  	
	CENTURY 21 (in Kazakh)	  	Kazakhstan	  	Century 21 Real Estate LLC	  	34555	  	
	CENTURY 21	  	Kenya	  	Century 21 Real Estate Corp.	  	0191	  	0191
	CENTURY 21	  	Kenya	  	Century 21 Real Estate Corp.	  	36999	  	36999
	CENTURY 21 & Design	  	Kenya	  	Century 21 Real Estate Corp.	  	0192	  	0192
	CENTURY 21 & Design	  	Kenya	  	Century 21 Real Estate Corp.	  	37000	  	37000
	CENTURY 21	  	Korea, Republic of	  	Century 21 Real Estate LLC	  	1984-1027	  	5370
	CENTURY 21	  	Korea, Republic of	  	Century 21 Real Estate LLC	  	1984-15644	  	117926
	CENTURY 21 & New House Design (with Korean)	  	Korea, Republic of	  	Century 21 Real Estate LLC	  	2000-15614	  	72575
	CENTURY 21	  	Kuwait	  	Century 21 Real Estate Corp.	  	33326	  	
	CENTURY 21	  	Kuwait	  	Century 21 Real Estate Corp.	  	33327	  	
	CENTURY 21 & New House Design	  	Kuwait	  	Century 21 Real Estate Corp.	  	33328	  	
	CENTURY 21 & Old Design	  	Kuwait	  	Century 21 Real Estate Corp.	  	11624	  	11624
	CENTURY 21	  	Latvia	  	Century 21 Real Estate Corp.	  	M-92-1273	  	M 10874
	CENTURY 21 & New House Design	  	Latvia	  	Century 21 Real Estate Corp.	  	M-02-1615	  	M 51933
	CENTURY 21	  	Lebanon	  	Century 21 Real Estate Corp.	  	182665/7	  	55911
	CENTURY 21	  	Lebanon	  	Century 21 Real Estate Corp.	  	244649/490	  	53458
	CENTURY 21 & New House Design	  	Lebanon	  	Century 21 Real Estate Corp.	  	142171/285	  	54948
	CENTURY 21 & New House Design	  	Lebanon	  	Century 21 Real Estate Corp.	  	182665/6	  	55910
	CENTURY 21 & Old Design	  	Lebanon	  	Century 21 Real Estate Corp.	  	244649/490	  	53459

  

 14 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Liberia	  	Century 21 Real Estate LLC	  		  	00067/2006
	CENTURY 21 & New House Design	  	Liberia	  	Century 21 Real Estate LLC	  		  	00068/2006
	CENTURY 21 & Old Design	  	Liechtenstein	  	Century 21 Real Estate Corp.	  	7863	  	7863
	CENTURY 21 & Old Design	  	Liechtenstein	  	Century 21 Real Estate Corp.	  	7864	  	7864
	CENTURY 21	  	Lithuania	  	Century 21 Real Estate LLC	  	4512	  	7971
	CENTURY 21 & New House Design	  	Lithuania	  	Century 21 Real Estate LLC	  	4514	  	21930
	CENTURY 21	  	Macao	  	Century 21 Real Estate LLC	  	12657 M	  	12657 M
	CENTURY 21	  	Macao	  	Century 21 Real Estate LLC	  	12658 M	  	12658 M
	CENTURY 21 & New House Design	  	Macao	  	Century 21 Real Estate LLC	  	12659 M	  	12659 M
	CENTURY 21 & New House Design	  	Macao	  	Century 21 Real Estate LLC	  	12660 M	  	12660 M
	CENTURY 21 & Sign & Post Design	  	Macao	  	Century 21 Real Estate LLC	  	12662 M	  	12662 M
	CENTURY 21 & Sign & Post Design	  	Macao	  	Century 21 Real Estate LLC	  	12663 M	  	12663 M
	CENTURY 21	  	Macedonia	  	Century 21 Real Estate LLC	  	2005/862	  	
	CENTURY 21 & New House Design	  	Macedonia	  	Century 21 Real Estate LLC	  	2005/863	  	
	CENTURION	  	Malaysia	  	Century 21 Real Estate Corp.	  	9201794	  	9201794
	CENTURION	  	Malaysia	  	Century 21 Real Estate Corp.	  	97/18284	  	97/18284
	CENTURION	  	Malaysia	  	Century 21 Real Estate Corp.	  	97018285	  	97018285
	CENTURY 21	  	Malaysia	  	Century 21 Real Estate Corp.	  	88/04830	  	88/04830
	CENTURY 21	  	Malaysia	  	Century 21 Real Estate Corp.	  	98001032	  	98001032
	CENTURY 21 & New House Design	  	Malaysia	  	Century 21 Real Estate Corp.	  	88/04829	  	88/04829
	CENTURY 21 & New House Design	  	Malaysia	  	Century 21 Real Estate Corp.	  	98001033	  	98001033
	CENTURY 21 Sign & Post	  	Malaysia	  	Century 21 Real Estate Corp.	  	91/01718	  	
	CENTURY 21 Sign & Post	  	Malaysia	  	Century 21 Real Estate Corp.	  	91/04500	  	
	CENTURY 21 Sign Design	  	Malaysia	  	Century 21 Real Estate Corp.	  	91/01717	  	91/01717
	CENTURY 21 Sign Design	  	Malaysia	  	Century 21 Real Estate Corp.	  	91/03818	  	91/03818
	VIP	  	Malaysia	  	Century 21 Real Estate Corp.	  	92-01793	  	92/01793

  

 15 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Malta	  	Century 21 Real Estate Corp.	  	20260	  	20260
	CENTURY 21 & New House Design	  	Malta	  	Century 21 Real Estate Corp.	  	20261	  	20261
	CENTURY 21 & Sign & Post Design	  	Malta	  	Century 21 Real Estate Corp.	  	20398	  	20398
	CENTURY 21 & Sign Design	  	Malta	  	Century 21 Real Estate Corp.	  	20399	  	20399
	CAREERTRAK	  	Mexico	  	Century 21 Real Estate LLC	  	90128	  	384181
	CASA ABIERTA	  	Mexico	  	Century 21 Real Estate LLC	  	154195	  	483652
	CENTURION	  	Mexico	  	Century 21 Real Estate LLC	  	119465	  	483935
	CENTURION	  	Mexico	  	Century 21 Real Estate LLC	  	119467	  	422142
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	117459	  	849730
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	117471	  	527091
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	47531	  	434652
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	52724	  	360990
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	52726	  	360991
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	52727	  	360992
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	52728	  	360993
	CENTURY 21	  	Mexico	  	Century 21 Real Estate LLC	  	77331	  	388000
	CENTURY 21 & New House Design	  	Mexico	  	Century 21 Real Estate LLC	  	117455	  	454485
	CENTURY 21 & New House Design	  	Mexico	  	Century 21 Real Estate LLC	  	117466	  	478179
	CENTURY 21 & New House Design	  	Mexico	  	Century 21 Real Estate LLC	  	117479	  	422506
	CENTURY 21 & New House Design	  	Mexico	  	Century 21 Real Estate LLC	  	97783	  	435000
	CENTURY 21 & Old Design	  	Mexico	  	Century 21 Real Estate LLC	  	160072	  	247331
	CENTURY 21 & Old Design	  	Mexico	  	Century 21 Real Estate LLC	  	77330	  	394015
	CENTURY 21 & Sign & Post Design	  	Mexico	  	Century 21 Real Estate LLC	  	107933	  	403696
	CENTURY 21 & Sign & Post Design	  	Mexico	  	Century 21 Real Estate LLC	  	117470	  	420317
	CENTURY 21 & Sign & Post Design	  	Mexico	  	Century 21 Real Estate LLC	  	117473	  	423754
	CENTURY 21 & Sign Design	  	Mexico	  	Century 21 Real Estate LLC	  	117467	  	420316

  

 16 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247361	  	524430
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247362	  	549869
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247363	  	546079
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247364	  	524431
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247365	  	524432
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247367	  	612100
	CENTURY 21 HOME IMPROVEMENTS	  	Mexico	  	Century 21 Real Estate LLC	  	247368	  	524433
	PONGA SU CONFIANZA EN EL NUMERO UNO	  	Mexico	  	Century 21 Real Estate LLC	  	119468	  	410948
	PONGA SU CONFIANZA EN EL NUMERO UNO	  	Mexico	  	Century 21 Real Estate LLC	  	119469	  	410949
	SIGLO 21	  	Mexico	  	Century 21 Real Estate LLC	  	117454	  	841573
	SIGLO 21	  	Mexico	  	Century 21 Real Estate LLC	  	117465	  	659818
	SIGLO 21	  	Mexico	  	Century 21 Real Estate LLC	  	117472	  	
	SIGLO 21	  	Mexico	  	Century 21 Real Estate LLC	  	117474	  	436004
	SIGLO 21	  	Mexico	  	Century 21 Real Estate LLC	  	52725	  	507194
	VIP	  	Mexico	  	Century 21 Real Estate LLC	  	119472	  	527967
	VIP	  	Mexico	  	Century 21 Real Estate LLC	  	119473	  	428418
	CENTURION	  	Monaco	  	Century 21 Real Estate LLC	  	14083	  	01.22851
	CENTURY 21	  	Monaco	  	Century 21 Real Estate LLC	  	11316	  	97.17947
	CENTURY 21	  	Monaco	  	Century 21 Real Estate LLC	  	13115	  	00.21138
	CENTURY 21 & New House Design	  	Monaco	  	Century 21 Real Estate LLC	  	26756	  	06.25281
	CENTURY 21 & Sign & Post Design	  	Monaco	  	Century 21 Real Estate LLC	  	14180	  	92.14147
	CENTURY 21 & Sign Design	  	Monaco	  	Century 21 Real Estate LLC	  	14179	  	92.14146
	SIECLE 21	  	Monaco	  	Century 21 Real Estate LLC	  	13114	  	00.21137
	VIP	  	Monaco	  	Century 21 Real Estate LLC	  	14082	  	01.22850
	CENTURY 21	  	Montserrat	  	Century 21 Real Estate Corp.	  	1432	  	1432
	CENTURY 21	  	Morocco	  	Century 21 Real Estate LLC	  	75533	  	75533

  

 17 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	Morocco	  	Century 21 Real Estate LLC	  	75534	  	75534
	CENTURY 21	  	Netherlands Antilles	  	Century 21 Real Estate LLC	  	D-600644	  	12451
	CENTURY 21 & New House Design	  	Netherlands Antilles	  	Century 21 Real Estate LLC	  	16277	  	01028
	CENTURY 21 & New House Design	  	Netherlands Antilles	  	Century 21 Real Estate LLC	  	D-300531	  	10146
	CENTURION	  	New Zealand	  	Century 21 Real Estate Corp.	  	211267	  	211267
	CENTURION	  	New Zealand	  	Century 21 Real Estate Corp.	  	211268	  	211268
	CENTURY 21	  	New Zealand	  	Century 21 Real Estate Corp.	  	113348	  	113348
	CENTURY 21	  	New Zealand	  	Century 21 Real Estate Corp.	  	182993	  	182993
	CENTURY 21	  	New Zealand	  	Century 21 Real Estate Corp.	  	192823	  	192823
	CENTURY 21 & New House Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	204877	  	204877
	CENTURY 21 & New House Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	204878	  	204878
	CENTURY 21 & Old Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	182994	  	182994
	CENTURY 21 & Old Sign Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	192824	  	192824
	CENTURY 21 & Old Sign Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	192825	  	192825
	CENTURY 21 & Sign & Post Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	209832	  	209832
	CENTURY 21 & Sign & Post Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	209833	  	209833
	CENTURY 21 & Sign Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	209834	  	209834
	CENTURY 21 & Sign Design	  	New Zealand	  	Century 21 Real Estate Corp.	  	209835	  	209835
	CENTURY 21	  	Nicaragua	  	Century 21 Real Estate Corp.	  	4327	  	20120
	CENTURY 21	  	Nicaragua	  	Century 21 Real Estate Corp.	  	4419	  	20151
	CENTURY 21 & Design	  	Nicaragua	  	Century 21 Real Estate Corp.	  	2001/00773	  	51219
	CENTURY 21 & Design	  	Nicaragua	  	Century 21 Real Estate Corp.	  	98-01044	  	38878 CC
	SIGLO 21	  	Nicaragua	  	Century 21 Real Estate Corp.	  	98-01046	  	38889 CC
	CENTURY 21	  	Nigeria	  	Century 21 Real Estate Corp.	  	TP 6465	  	55325
	CENTURY 21 & New House Design	  	Nigeria	  	Century 21 Real Estate Corp.	  	TP 6466	  	55326
	ARHUNDRE 21	  	Norway	  	Century 21 Real Estate LLC	  	905034	  	153820

  

 18 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Norway	  	Century 21 Real Estate LLC	  	123490	  	102752
	CENTURY 21 & New House Design	  	Norway	  	Century 21 Real Estate LLC	  	906024	  	152873
	CENTURY 21	  	Oman	  	Century 21 Real Estate Corp.	  	3373	  	3373
	CENTURY 21	  	Oman	  	Century 21 Real Estate Corp.	  	3374	  	3374
	CENTURY 21 & New House Design	  	Oman	  	Century 21 Real Estate Corp.	  	5144	  	5144
	CENTURY 21 & New House Design	  	Oman	  	Century 21 Real Estate Corp.	  	5145	  	5145
	CENTURY 21 & Old Design	  	Oman	  	Century 21 Real Estate Corp.	  	3371	  	3371
	CENTURY 21 & Old Design	  	Oman	  	Century 21 Real Estate Corp.	  	3372	  	3372
	CENTURY 21	  	Pakistan	  	Century 21 Real Estate Corp.	  	103018	  	
	CENTURY 21	  	Pakistan	  	Century 21 Real Estate Corp.	  	201865	  	
	CENTURY 21 & New House Design	  	Pakistan	  	Century 21 Real Estate Corp.	  	109017	  	
	CENTURY 21 & New House Design	  	Pakistan	  	Century 21 Real Estate Corp.	  	201864	  	
	CENTURY 21	  	Panama	  	Century 21 Real Estate Corp.	  	46721	  	46721
	CENTURY 21	  	Panama	  	Century 21 Real Estate Corp.	  	46733	  	46733
	CENTURY 21 & New House Design	  	Panama	  	Century 21 Real Estate Corp.	  	64716	  	64716
	CENTURY 21 & New House Design	  	Panama	  	Century 21 Real Estate Corp.	  	64717	  	64717
	CENTURY 21 & Sign & Post Design	  	Panama	  	Century 21 Real Estate Corp.	  	64835	  	64835
	SIGLO 21	  	Panama	  	Century 21 Real Estate Corp.	  	92979	  	92979
	CENTURY 21	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	56203	  	56203
	CENTURY 21	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	56204	  	56204
	CENTURY 21 & New House Design	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	56525	  	56525
	CENTURY 21 & Sign & Post Design	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	56956	  	56956
	CENTURY 21 & Sign & Post Design	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	57047	  	57047
	CENTURY 21 & Sign Design	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	56955	  	56955
	CENTURY 21 & Sign Design	  	Papua New Guinea	  	Century 21 Real Estate Corp.	  	57046	  	57046
	CENTURY 21	  	Paraguay	  	Century 21 Real Estate LLC	  	006295	  	291160

  

 19 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Paraguay	  	Century 21 Real Estate LLC	  	006296	  	291159
	CENTURY 21 & New House Design	  	Paraguay	  	Century 21 Real Estate LLC	  	006293	  	291066
	CENTURY 21 & New House Design	  	Paraguay	  	Century 21 Real Estate LLC	  	006294	  	291065
	SIGLO 21	  	Paraguay	  	Century 21 Real Estate LLC	  	8978	  	211345
	CENTURY 21	  	Peru	  	Century 21 Real Estate LLC	  	60156	  	47487
	CENTURY 21	  	Peru	  	Century 21 Real Estate LLC	  	60161	  	15048
	CENTURY 21 & New House Design	  	Peru	  	Century 21 Real Estate LLC	  	60159	  	15047
	CENTURY 21 & New House Design	  	Peru	  	Century 21 Real Estate LLC	  	60160	  	47813
	SIGLO 21	  	Peru	  	Century 21 Real Estate LLC	  	164356	  	32792
	CENTURY 21	  	Philippines	  	Century 21 Real Estate Corp.	  	120726	  	120726
	CENTURY 21 & New House Design	  	Philippines	  	Century 21 Real Estate Corp.	  	120725	  	
	CENTURY 21	  	Poland	  	Century 21 Real Estate LLC	  	89660	  	68493
	CENTURY 21	  	Poland	  	Century 21 Real Estate LLC	  	Z-237717	  	158490
	CENTURY 21 & New House Design	  	Poland	  	Century 21 Real Estate LLC	  	117091	  	83480
	CENTURY 21 & New House Design	  	Poland	  	Century 21 Real Estate LLC	  	Z-237716	  	158489
	CENTURY 21	  	Portugal	  	Century 21 Real Estate LLC	  	190308	  	190308
	CENTURY 21 & New House Design	  	Portugal	  	Century 21 Real Estate LLC	  	270646	  	270646
	CENTURY 21 & New House Design	  	Portugal	  	Century 21 Real Estate LLC	  	270647	  	270647
	EM CASA COM A CENTURY 21	  	Portugal	  	Century 21 Real Estate LLC	  	386229	  	386229
	SECULO 21	  	Portugal	  	Century 21 Real Estate LLC	  	261233	  	261233
	SECULO 21	  	Portugal	  	Century 21 Real Estate LLC	  	261234	  	261234
	CENTURY 21	  	Puerto Rico	  	Century 21 Real Estate Corp.	  		  	45171
	CENTURY 21 & New House Design	  	Puerto Rico	  	Century 21 Real Estate Corp.	  		  	45172
	CENTURY 21 & Sign & Post Design	  	Puerto Rico	  	Century 21 Real Estate Corp.	  		  	7935
	CENTURY 21	  	Qatar	  	Century 21 Real Estate LLC	  	21058	  	21058
	CENTURY 21	  	Qatar	  	Century 21 Real Estate LLC	  	21059	  	21059

  

 20 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	Qatar	  	Century 21 Real Estate LLC	  	21060	  	21060
	CENTURY 21 & New House Design	  	Qatar	  	Century 21 Real Estate LLC	  	21061	  	21061
	CENTURY 21	  	Romania	  	Century 21 Real Estate Corp.	  	22820	  	16676
	CENTURY 21 & New House Design	  	Romania	  	Century 21 Real Estate LLC	  	200607307	  	
	BEK 21	  	Russian Federation	  	Century 21 Real Estate LLC	  	2006722910	  	
	BEK 21 & Design	  	Russian Federation	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21	  	Russian Federation	  	Century 21 Real Estate LLC	  	113589	  	88734
	CENTURY 21 & New House Design	  	Russian Federation	  	Century 21 Real Estate LLC	  	92010718	  	123932
	CENTURY 21 & New House Design (in Cyrillic)	  	Russian Federation	  	Century 21 Real Estate LLC	  	2006712394	  	
	CENTURY 21 (in Cyrillic)	  	Russian Federation	  	Century 21 Real Estate LLC	  	2006712393	  	
	CENTURY 21	  	Saudi Arabia	  	Century 21 Real Estate LLC	  	2808	  	83/17
	CENTURY 21 & New House Design	  	Saudi Arabia	  	Century 21 Real Estate LLC	  	12952	  	241/14
	CENTURY 21 & New House Design	  	Saudi Arabia	  	Century 21 Real Estate LLC	  	12953	  	241/15
	CENTURY 21	  	Serbia	  	Century 21 Real Estate LLC	  	Z-1284/2000	  	46528
	CENTURY 21 & New House Design	  	Serbia	  	Century 21 Real Estate LLC	  	Z-800/2006	  	
	CENTURION	  	Singapore	  	Century 21 Real Estate LLC	  	6349	  	6349
	CENTURION	  	Singapore	  	Century 21 Real Estate LLC	  	6350	  	6350
	CENTURY 21	  	Singapore	  	Century 21 Real Estate LLC	  	1426	  	1426
	CENTURY 21	  	Singapore	  	Century 21 Real Estate LLC	  	75995	  	75995
	CENTURY 21 & New House Design	  	Singapore	  	Century 21 Real Estate LLC	  	1427	  	1427
	CENTURY 21 & New House Design	  	Singapore	  	Century 21 Real Estate LLC	  	8106	  	T9008106I
	CENTURY 21 & Sign & Post Design	  	Singapore	  	Century 21 Real Estate LLC	  	2378	  	2378
	CENTURY 21 & Sign & Post Design	  	Singapore	  	Century 21 Real Estate LLC	  	2380	  	2380
	CENTURY 21 & Sign Design	  	Singapore	  	Century 21 Real Estate LLC	  	2379	  	2379
	CENTURY 21 & Sign Design (in series)	  	Singapore	  	Century 21 Real Estate LLC	  	15210I	  	15210I
	CENTURY 21	  	Slovakia	  	Century 21 Real Estate LLC	  	170452	  	170452

  

 21 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21	  	Solomon Islands	  	Century 21 Real Estate Corp.	  	1062225	  	1386
	CENTURY 21	  	South Africa	  	Century 21 Real Estate LLC	  	75/5356	  	75/5356
	CENTURY 21	  	South Africa	  	Century 21 Real Estate LLC	  	75/5357	  	75/5357
	CENTURY 21	  	South Africa	  	Century 21 Real Estate LLC	  	91/4114	  	91/4114
	CENTURY 21 & New House Design	  	South Africa	  	Century 21 Real Estate LLC	  	91/0140	  	91/0140
	CENTURY 21 & New House Design	  	South Africa	  	Century 21 Real Estate LLC	  	91/0141	  	91/0141
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700537	  	
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700538	  	
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700539	  	
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700540	  	
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700535	  	
	CENTURY 21 & New House Design (Black & Gold)	  	South Africa	  	Century 21 Real Estate LLC	  	200700536	  	
	CENTURY 21	  	Spain	  	Century 21 Real Estate LLC	  	800432	  	800432
	CENTURY 21 & Design	  	Spain	  	Century 21 Real Estate LLC	  	1594972	  	1594972
	CENTURY 21 & Design	  	Spain	  	Century 21 Real Estate LLC	  	1594973	  	1594973
	CENTURY 21 BAHIA	  	Spain	  	Century 21 Real Estate LLC	  	2641550	  	2641550
	VEINTE & UNO INMOBILIARIA	  	Spain	  	Century 21 Real Estate LLC	  	2042000	  	2042000
	CENTURY 21	  	Sri Lanka	  	Century 21 Real Estate Corp.	  	71860	  	71860
	CENTURY 21 & New House Design	  	Sri Lanka	  	Century 21 Real Estate Corp.	  	71861	  	71861
	CENTURY 21 & New House Design	  	St. Lucia	  	Century 21 Real Estate Corp.	  	104/91	  	104/91
	CENTURY 21	  	St. Vincent and the Grenadines	  	Century 21 Real Estate Corp.	  		  	3 of 1998
	CENTURY 21 & New House Design	  	St. Vincent and the Grenadines	  	Century 21 Real Estate Corp.	  		  	4 of 1998
	CENTURY 21	  	Suriname	  	Century 21 Real Estate Corp.	  	16558	  	16558
	CENTURY 21 & New House Design	  	Suriname	  	Century 21 Real Estate Corp.	  	15910	  	15910
	ARHUNDRADE 21	  	Sweden	  	Century 21 Real Estate LLC	  	90-2278	  	242489
	CENTURY 21	  	Sweden	  	Century 21 Real Estate LLC	  	75-4254	  	156766

  

 22 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	Sweden	  	Century 21 Real Estate LLC	  	91-00141	  	236989
	SEKEL 21	  	Sweden	  	Century 21 Real Estate LLC	  	90-2277	  	242488
	CAREERTRAK	  	Switzerland	  	Century 21 Real Estate LLC	  	16210/1993.8	  	405632
	CAREERTRAK	  	Switzerland	  	Century 21 Real Estate LLC	  	4300/1990.6	  	383143
	CENTURION	  	Switzerland	  	Century 21 Real Estate LLC	  	4879/1991.6	  	396770
	CENTURY 21	  	Switzerland	  	Century 21 Real Estate LLC	  	1621/1993.0	  	405633
	CENTURY 21	  	Switzerland	  	Century 21 Real Estate LLC	  	4254/75	  	279690
	CENTURY 21 & New House Design	  	Switzerland	  	Century 21 Real Estate LLC	  	134/1991.2	  	390456
	CENTURY 21 & New House Design	  	Switzerland	  	Century 21 Real Estate LLC	  	1622/1993.1	  	405850
	CENTURY 21 & New House Design in Rectangle	  	Switzerland	  	Century 21 Real Estate LLC	  	1713/1991.1	  	388098
	CENTURY 21 & Sign & Post Design	  	Switzerland	  	Century 21 Real Estate LLC	  	1714/1991.3	  	388099
	JAHRHUNDERT 21	  	Switzerland	  	Century 21 Real Estate LLC	  	6744/1990.8	  	391692
	SECOLO 21	  	Switzerland	  	Century 21 Real Estate LLC	  	6745/1990.0	  	391693
	SIECLE 21	  	Switzerland	  	Century 21 Real Estate LLC	  	379729	  	379729
	VIP	  	Switzerland	  	Century 21 Real Estate LLC	  	4880/1990.2	  	391576
	CENTURION	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037514	  	678042
	CENTURION	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037515	  	73356
	CENTURION	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037517	  	75126
	CENTURY 21	  	Taiwan	  	Century 21 Real Estate LLC	  	74-2071	  	300696
	CENTURY 21	  	Taiwan	  	Century 21 Real Estate LLC	  	74-2072	  	17933
	CENTURY 21	  	Taiwan	  	Century 21 Real Estate LLC	  	74-2073	  	18204
	CENTURY 21	  	Taiwan	  	Century 21 Real Estate LLC	  	83-043310	  	675129
	CENTURY 21	  	Taiwan	  	Century 21 Real Estate LLC	  	83-043311	  	675135
	CENTURY 21 & New House Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037505	  	678086
	CENTURY 21 & New House Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037506	  	72852
	CENTURY 21 & New House Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037508	  	75131

  

 23 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design (with Chinese)	  	Taiwan	  	Century 21 Real Estate LLC	  	82-005443	  	66001
	CENTURY 21 & Sign & Post Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037511	  	678088
	CENTURY 21 & Sign & Post Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037512	  	72854
	CENTURY 21 & Sign & Post Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037513	  	75133
	CENTURY 21 & Sign Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-035709	  	72853
	CENTURY 21 & Sign Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037508	  	678087
	CENTURY 21 & Sign Design	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037510	  	75132
	CENTURY 21 (in Chinese)	  	Taiwan	  	Century 21 Real Estate LLC	  	82-005441	  	65970
	CENTURY 21 REAL ESTATE (in Chinese)	  	Taiwan	  	Century 21 Real Estate LLC	  	86-040884	  	104268
	CENTURY 21 REAL ESTATE (in Chinese)	  	Taiwan	  	Century 21 Real Estate LLC	  	86-040885	  	104269
	CENTURY 21 REAL ESTATE (in Chinese)	  	Taiwan	  	Century 21 Real Estate LLC	  	86-040886	  	104270
	VIP	  	Taiwan	  	Century 21 Real Estate LLC	  	83-037519	  	75127
	CENTURY 21	  	Tanganyika	  	Century 21 Real Estate LLC	  	20794	  	20794
	CENTURY 21 & New House Design	  	Tanganyika	  	Century 21 Real Estate Corp.	  	20800	  	20800
	CENTURY 21	  	Tangier	  	Century 21 Real Estate Corp.	  	18559	  	18559
	CENTURY 21 & Design	  	Tangier	  	Century 21 Real Estate Corp.	  	18560	  	18560
	CENTURY 21	  	Thailand	  	Century 21 Real Estate Corp.	  	189170	  	Khor124654
	CENTURY 21	  	Thailand	  	Century 21 Real Estate Corp.	  	225528	  	BOR 238
	CENTURY 21 & Design	  	Thailand	  	Century 21 Real Estate Corp.	  	209760	  	KHOR130034
	CENTURY 21 & Design	  	Thailand	  	Century 21 Real Estate Corp.	  	225529	  	BOR 237
	CENTURY 21	  	Trinidad and Tobago	  	Century 21 Real Estate LLC	  	24404	  	24404
	CENTURY 21	  	Trinidad and Tobago	  	Century 21 Real Estate LLC	  	24405	  	24405
	CENTURY 21 & New House Design	  	Trinidad and Tobago	  	Century 21 Real Estate LLC	  	19582	  	19582
	CENTURY 21 & New House Design	  	Trinidad and Tobago	  	Century 21 Real Estate LLC	  	24402	  	24402
	CENTURY 21 & New House Design	  	Trinidad and Tobago	  	Century 21 Real Estate LLC	  	24403	  	24403
	CENTURY 21	  	Tunisia	  	Century 21 Real Estate Corp.	  	EE00.2178	  	EE00.2178

  

 24 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 & New House Design	  	Tunisia	  	Century 21 Real Estate Corp.	  	EE00.2179	  	EE00.2179
	CENTURY 21	  	Turkey	  	Century 21 Real Estate LLC	  	14216	  	112956
	CENTURY 21	  	Turkey	  	Century 21 Real Estate LLC	  	1897	  	176890
	CENTURY 21 & New House Design	  	Turkey	  	Century 21 Real Estate LLC	  	1898	  	169560
	CENTURY 21 & New House Design	  	Turkey	  	Century 21 Real Estate LLC	  	55782	  	130768
	CENTURY 21	  	Turks and Caicos Islands	  	Century 21 Real Estate LLC	  	10564	  	10564
	CENTURY 21	  	Turks and Caicos Islands	  	Century 21 Real Estate LLC	  	12406	  	12406
	CENTURY 21 & New House Design	  	Turks and Caicos Islands	  	Century 21 Real Estate LLC	  	11179	  	11179
	CENTURY 21 & New House Design	  	Turks and Caicos Islands	  	Century 21 Real Estate LLC	  	12407	  	12407
	CENTURY 21 & Sign & Post Design (Gold & Brown)	  	Turks and Caicos Islands	  	Century 21 Real Estate Corp.	  		  	
	CENTURY 21 & Sign & Post Design (Gold & Brown)	  	Turks and Caicos Islands	  	Century 21 Real Estate Corp.	  		  	
	BEK 21	  	Ukraine	  	Century 21 Real Estate LLC	  		  	
	BEK 21 & Design	  	Ukraine	  	Century 21 Real Estate LLC	  	2006722911	  	
	CENTURY 21	  	Ukraine	  	Century 21 Real Estate LLC	  	200516000	  	
	CENTURY 21 & New House Design	  	Ukraine	  	Century 21 Real Estate LLC	  	200515998	  	
	CENTURY 21 & New House Design (in Cyrillic)	  	Ukraine	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21 & New House Design (in Ukranian)	  	Ukraine	  	Century 21 Real Estate LLC	  	200606808	  	
	CENTURY 21 (in Cyrillic)	  	Ukraine	  	Century 21 Real Estate LLC	  		  	
	CENTURY 21 (in Ukranian)	  	Ukraine	  	Century 21 Real Estate LLC	  	200606804	  	
	CENTURY 21	  	United Arab Emirates	  	Century 21 Real Estate Corp.	  	30183	  	22616
	CENTURY 21	  	United Arab Emirates	  	Century 21 Real Estate Corp.	  	37513	  	28176
	CENTURY 21 & New House Design	  	United Arab Emirates	  	Century 21 Real Estate Corp.	  	37514	  	30595
	CENTURY 21 & New House Design	  	United Arab Emirates	  	Century 21 Real Estate Corp.	  	37515	  	28189
	AD/PAC	  	United Kingdom	  	Century 21 Real Estate LLC	  	1581508	  	1581508
	ADPAC	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312811	  	1312811
	CENTURION	  	United Kingdom	  	Century 21 Real Estate LLC	  	1469923	  	1469923

  

 25 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURION	  	United Kingdom	  	Century 21 Real Estate LLC	  	1469924	  	1469924
	CENTURY 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	1062225	  	1062225
	CENTURY 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	1274764	  	1274764
	CENTURY 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	1274765	  	1274765
	CENTURY 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	1274766	  	1274766
	CENTURY 21 & New House Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1453968	  	1453968
	CENTURY 21 & New House Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1453969	  	1453969
	CENTURY 21 & Old Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312814	  	1312814
	CENTURY 21 & Old Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312815	  	1312815
	CENTURY 21 & Sign & Post Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1459098	  	1459098
	CENTURY 21 & Sign & Post Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1459099	  	1459099
	CENTURY 21 & Sign Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1459100	  	1459100
	CENTURY 21 & Sign Design	  	United Kingdom	  	Century 21 Real Estate LLC	  	1459101	  	1459101
	CENTURY 21 2 & 1	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312819	  	1312819
	CENTURY 21 THE NEIGHBOURHOOD PROFESSIONAL	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312812	  	1312812
	CENTURY 21 WE’RE THE NEIGHBOURHOOD PROFESSIONAL	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312813	  	1312813
	SIGLO 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	2161639	  	2161639
	SIGLO 21	  	United Kingdom	  	Century 21 Real Estate LLC	  	2173509	  	2173509
	VIP	  	United Kingdom	  	Century 21 Real Estate LLC	  	1312816	  	1312816
	CENTURY 21	  	Uruguay	  	Century 21 Real Estate Corp.	  	294114	  	294114
	CENTURY 21	  	Uruguay	  	Century 21 Real Estate Corp.	  	315904	  	315904
	CENTURY 21 & New House Design	  	Uruguay	  	Century 21 Real Estate Corp.	  	240868	  	354160
	SIGLO 21	  	Uruguay	  	Century 21 Real Estate Corp.	  	302.999	  	302999
	CENTURY 21 & New House Design	  	Venezuela	  	Century 21 Real Estate Corp.	  	13080-97	  	12130
	CENTURY 21 (CENTURIA 21)	  	Venezuela	  	Century 21 Real Estate Corp.	  	343-94	  	2667

  

 26 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	SIGLO 21	  	Venezuela	  	Century 21 Real Estate Corp.	  	10993-98	  	
	SIGLO 21 BIENES RAICES & Design	  	Venezuela	  	Century 21 Real Estate Corp.	  	1535-98	  	13019
	CENTURY 21	  	Viet Nam	  	Century 21 Real Estate LLC	  	29 552	  	24819
	CENTURY 21	  	Viet Nam	  	Century 21 Real Estate LLC	  	4 2001 00266	  	40746
	CENTURY 21 & New House Design	  	Viet Nam	  	Century 21 Real Estate LLC	  	29 553	  	24820
	CENTURY 21 & New House Design	  	Viet Nam	  	Century 21 Real Estate LLC	  	4 2001 00267	  	40747
	CENTURY 21	  	Virgin Islands (British)	  	Century 21 Real Estate Corp.	  		  	1822
	CENTURY 21 & New House Design	  	Virgin Islands (British)	  	Century 21 Real Estate Corp.	  		  	1823
	CENTURY 21	  	West Bank	  	Century 21 Real Estate LLC	  	5937	  	5937
	CENTURY 21 & New House Design	  	West Bank	  	Century 21 Real Estate LLC	  	5935	  	5935
	CENTURY 21 (in Arabic)	  	West Bank	  	Century 21 Real Estate LLC	  	5936	  	5936
	CENTURY 21	  	Zanzibar	  	Century 21 Real Estate LLC	  	70/89	  	92/93
	CENTURY 21 & New House Design	  	Zanzibar	  	Century 21 Real Estate LLC	  	142/90	  	182/93

 Note - Century 21 Real Estate Corporation changed its name to Century 21 Real Estate LLC in December 2004. The
change of name has either been recorded or filed for recordal in the majority of the countries, and we continue to work on instructing the remaining countries (roughly 10 or less). The owner name in our database does not change until we receive
confirmation that the recordal is complete. 
  

 27 








 SCHEDULE II 
 CGRN Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CGRN	  	United States	  	CGRN Inc.	  	75540186	  	2466103
	Stick Man Design	  	United States	  	CGRN Inc.	  	75673268	  	2332340








 SCHEDULE II 
 Coldwell Banker Corporation 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Albania	  	Coldwell Banker Corporation	  	AL-M-05-00353	  	10833
	COLDWELL BANKER CB & Design	  	Albania	  	Coldwell Banker Corporation	  	AL-M-05-00356	  	10839
	COLDWELL BANKER COMMERCIAL	  	Albania	  	Coldwell Banker Corporation	  	AL-M-05-00355	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Albania	  	Coldwell Banker Corporation	  	AL-M-05-00354	  	10837
	COLDWELL BANKER	  	Algeria	  	Coldwell Banker Corporation	  	051140	  	098967
	COLDWELL BANKER CB & Design	  	Algeria	  	Coldwell Banker Corporation	  	051143	  	068970
	COLDWELL BANKER COMMERCIAL	  	Algeria	  	Coldwell Banker Corporation	  	051141	  	068968
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Algeria	  	Coldwell Banker Corporation	  	051142	  	068969
	COLDWELL BANKER	  	Andorra	  	Coldwell Banker Corporation	  	014021	  	14021
	COLDWELL BANKER CB & Design	  	Andorra	  	Coldwell Banker Corporation	  	014022	  	14022
	COLDWELL BANKER COMMERCIAL	  	Andorra	  	Coldwell Banker Corporation	  	014019	  	14019
	COLDWELL BANKER PREVIEWS	  	Andorra	  	Coldwell Banker Corporation	  	014020	  	14020
	COLDWELL BANKER	  	Anguilla	  	Coldwell Banker Corporation	  		  	2912
	COLDWELL BANKER CB & Design	  	Anguilla	  	Coldwell Banker Corporation	  		  	2911
	COLDWELL BANKER COMMERCIAL & Design	  	Anguilla	  	Coldwell Banker Corporation	  		  	3014
	COLDWELL BANKER	  	Antigua and Barbuda	  	Coldwell Banker Corporation	  	5192	  	5192
	COLDWELL BANKER CB & Design	  	Antigua and Barbuda	  	Coldwell Banker Corporation	  	5202	  	5202
	COLDWELL BANKER CB & Design	  	Antigua and Barbuda	  	Coldwell Banker Corporation	  	NA	  	5105
	COLDWELL BANKER COMMERCIAL & Design	  	Antigua and Barbuda	  	Coldwell Banker Corporation	  	2238	  	2238
	COLDWELL BANKER PREVIEWS	  	Antigua and Barbuda	  	Coldwell Banker Corporation	  	2130	  	2130
	COLDWELL BANKER	  	Argentina	  	Coldwell Banker Corporation	  	2143148	  	1,743,115
	COLDWELL BANKER	  	Argentina	  	Coldwell Banker Corporation	  	2143149	  	1,743,117
	COLDWELL BANKER CB & Design	  	Argentina	  	Coldwell Banker Corporation	  	2056964	  	1657202

  

 1 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Argentina	  	Coldwell Banker Corporation	  	2056965	  	1657201
	COLDWELL BANKER COMMERCIAL	  	Argentina	  	Coldwell Banker Corporation	  	2195149	  	1,781,457
	COLDWELL BANKER COMMERCIAL	  	Argentina	  	Coldwell Banker Corporation	  	2195450	  	1,781,458
	COLDWELL BANKER PREVIEWS	  	Argentina	  	Coldwell Banker Corporation	  	21954451	  	1,781,455
	COLDWELL BANKER PREVIEWS	  	Argentina	  	Coldwell Banker Corporation	  	21954452	  	1,781,456
	COLDWELL BANKER	  	Aruba	  	Coldwell Banker Corporation	  		  	18942
	COLDWELL BANKER CB & Design	  	Aruba	  	Coldwell Banker Corporation	  		  	18943
	COLDWELL BANKER COMMERCIAL	  	Aruba	  	Coldwell Banker Corporation	  		  	10673
	COLDWELL BANKER PREVIEWS	  	Aruba	  	Coldwell Banker Corporation	  		  	18897
	CB & Design	  	Australia	  	Coldwell Banker Corporation	  	366321	  	366321
	CB & Design	  	Australia	  	Coldwell Banker Corporation	  	366323	  	366323
	CB & Design	  	Australia	  	Coldwell Banker Corporation	  	574981	  	574981
	COLDWELL BANKER	  	Australia	  	Coldwell Banker Corporation	  	1001041	  	1001041
	COLDWELL BANKER	  	Australia	  	Coldwell Banker Corporation	  	485910	  	485910
	COLDWELL BANKER	  	Australia	  	Coldwell Banker Corporation	  	574983	  	574983
	COLDWELL BANKER	  	Australia	  	Coldwell Banker Corporation	  	726957	  	726957
	COLDWELL BANKER	  	Australia	  	Coldwell Banker Corporation	  	727940	  	727940
	COLDWELL BANKER CB & Design	  	Australia	  	Coldwell Banker Corporation	  	575125	  	575125
	COLDWELL BANKER COMMERCIAL	  	Australia	  	Coldwell Banker Corporation	  	574982	  	574982
	COLDWELL BANKER COMMERCIAL & Design	  	Australia	  	Coldwell Banker Corporation	  	485909	  	485909
	COLDWELL BANKER COMMERCIAL & Design	  	Australia	  	Coldwell Banker Corporation	  	574980	  	574980
	COLDWELL BANKER PREVIEWS	  	Australia	  	Coldwell Banker Corporation	  	784897	  	784897
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Australia	  	Coldwell Banker Corporation	  	1084094	  	
	COLDWELL MORTGAGE	  	Australia	  	Coldwell Banker Corporation	  	1001042	  	1001042
	COLDWELL BANKER	  	Austria	  	Coldwell Banker Corporation	  	4675/98	  	179094
	COLDWELL BANKER CB & Design	  	Austria	  	Coldwell Banker Corporation	  	4678/98	  	179097

  

 2 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Austria	  	Coldwell Banker Corporation	  	4676/98	  	179095
	COLDWELL BANKER PREVIEWS	  	Austria	  	Coldwell Banker Corporation	  	4677/98	  	179096
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Austria	  	Coldwell Banker Corporation	  	004725041	  	004725041
	CB & Design	  	Bahamas	  	Coldwell Banker Corporation	  	10778	  	10778
	COLDWELL BANKER CB & Design	  	Bahamas	  	Coldwell Banker Corporation	  	10777	  	10777
	COLDWELL BANKER COMMERCIAL	  	Bahamas	  	Coldwell Banker Corporation	  	20763	  	20763
	COLDWELL BANKER PREVIEWS	  	Bahamas	  	Coldwell Banker Corporation	  	20247	  	20247
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Bahamas	  	Coldwell Banker Corporation	  	28828	  	
	COLDWELL BANKER	  	Bahrain	  	Coldwell Banker Corporation	  	5051	  	5051
	COLDWELL BANKER CB & Design	  	Bahrain	  	Coldwell Banker Corporation	  	5052	  	5052
	COLDWELL BANKER COMMERCIAL	  	Bahrain	  	Coldwell Banker Corporation	  	5053	  	5053
	COLDWELL BANKER COMMERCIAL CB & Design	  	Bahrain	  	Coldwell Banker Corporation	  	39877	  	39877
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Bahrain	  	Coldwell Banker Corporation	  	48487	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Bahrain	  	Coldwell Banker Corporation	  	48488	  	
	COLDWELL BANKER	  	Barbados	  	Coldwell Banker Corporation	  	81/8844	  	81/8844
	COLDWELL BANKER	  	Barbados	  	Coldwell Banker Corporation	  	81/8845	  	81/8845
	COLDWELL BANKER CB & Design	  	Barbados	  	Coldwell Banker Corporation	  	81/11687	  	81/11687
	COLDWELL BANKER CB & Design	  	Barbados	  	Coldwell Banker Corporation	  	81/11688	  	81/11688
	COLDWELL BANKER COMMERCIAL	  	Barbados	  	Coldwell Banker Corporation	  	81/13146	  	81/13146
	COLDWELL BANKER COMMERCIAL	  	Barbados	  	Coldwell Banker Corporation	  	81/13147	  	81/13147
	COLDWELL BANKER PREVIEWS	  	Barbados	  	Coldwell Banker Corporation	  	81/10083	  	81/10083
	COLDWELL BANKER PREVIEWS	  	Barbados	  	Coldwell Banker Corporation	  	81/10084	  	81/10084
	COLDWELL BANKER	  	Belarus	  	Coldwell Banker Corporation	  	20052603	  	
	COLDWELL BANKER CB & Design	  	Belarus	  	Coldwell Banker Corporation	  	20052604	  	
	COLDWELL BANKER COMMERCIAL	  	Belarus	  	Coldwell Banker Corporation	  	20052605	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Belarus	  	Coldwell Banker Corporation	  	20052606	  	

  

 3 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Belize	  	Coldwell Banker Corporation	  		  	8008
	COLDWELL BANKER CB & Design	  	Belize	  	Coldwell Banker Corporation	  		  	8007
	COLDWELL BANKER COMMERCIAL & Design	  	Belize	  	Coldwell Banker Corporation	  		  	8006
	CB & Design	  	Benelux	  	Coldwell Banker Corporation	  	47243	  	383644
	COLDWELL BANKER	  	Benelux	  	Coldwell Banker Corporation	  	067090	  	462767
	COLDWELL BANKER	  	Benelux	  	Coldwell Banker Corporation	  	47244	  	383645
	COLDWELL BANKER COMMERCIAL & Design	  	Benelux	  	Coldwell Banker Corporation	  	067091	  	463574
	COLDWELL BANKER MAKELAARS & Design	  	Benelux	  	Coldwell Banker Corporation	  	0980610	  	0692777
	COLDWELL BANKER PREVIEWS	  	Benelux	  	Coldwell Banker Corporation	  	904394	  	621373
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Benelux	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Bermuda	  	Coldwell Banker Corporation	  	28879	  	28879
	COLDWELL BANKER	  	Bermuda	  	Coldwell Banker Corporation	  	28880	  	28880
	COLDWELL BANKER CB & Design	  	Bermuda	  	Coldwell Banker Corporation	  	28881	  	28881
	COLDWELL BANKER CB & Design	  	Bermuda	  	Coldwell Banker Corporation	  	28882	  	28882
	COLDWELL BANKER COMMERCIAL	  	Bermuda	  	Coldwell Banker Corporation	  	29771	  	29771
	COLDWELL BANKER COMMERCIAL	  	Bermuda	  	Coldwell Banker Corporation	  	29772	  	29772
	COLDWELL BANKER PREVIEWS	  	Bermuda	  	Coldwell Banker Corporation	  	29302	  	29302
	COLDWELL BANKER PREVIEWS	  	Bermuda	  	Coldwell Banker Corporation	  	29303	  	29303
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Bermuda	  	Coldwell Banker Corporation	  	45008	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Bermuda	  	Coldwell Banker Corporation	  	45009	  	
	COLDWELL BANKER	  	Bolivia	  	Coldwell Banker Corporation	  		  	78855
	COLDWELL BANKER	  	Bolivia	  	Coldwell Banker Corporation	  		  	78854
	COLDWELL BANKER CB & Design	  	Bolivia	  	Coldwell Banker Corporation	  		  	78807
	COLDWELL BANKER CB & Design	  	Bolivia	  	Coldwell Banker Corporation	  		  	78890
	COLDWELL BANKER COMMERCIAL	  	Bolivia	  	Coldwell Banker Corporation	  		  	78852
	COLDWELL BANKER COMMERCIAL	  	Bolivia	  	Coldwell Banker Corporation	  		  	78853

  

 4 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS	  	Bolivia	  	Coldwell Banker Corporation	  		  	78741
	COLDWELL BANKER PREVIEWS	  	Bolivia	  	Coldwell Banker Corporation	  		  	78856
	COLDWELL BANKER	  	Bosnia and Herzegovina	  	Coldwell Banker Corporation	  	BAZ059310A	  	
	COLDWELL BANKER CB & Design	  	Bosnia and Herzegovina	  	Coldwell Banker Corporation	  	BAZ059311A	  	
	COLDWELL BANKER COMMERCIAL	  	Bosnia and Herzegovina	  	Coldwell Banker Corporation	  	BAZ059312A	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Bosnia and Herzegovina	  	Coldwell Banker Corporation	  	BAZ059313A	  	
	COLDWELL BANKER	  	Brazil	  	Coldwell Banker Corporation	  	819804479	  	819804479
	COLDWELL BANKER	  	Brazil	  	Coldwell Banker Corporation	  	819804495	  	819804495
	COLDWELL BANKER	  	Brazil	  	Coldwell Banker Corporation	  	824021568	  	
	COLDWELL BANKER CB & Design	  	Brazil	  	Coldwell Banker Corporation	  	819804487	  	819804487
	COLDWELL BANKER CB & Design	  	Brazil	  	Coldwell Banker Corporation	  	819804509	  	819804509
	COLDWELL BANKER CB & Design	  	Brazil	  	Coldwell Banker Corporation	  	824021550	  	
	COLDWELL BANKER COMMERCIAL	  	Brazil	  	Coldwell Banker Corporation	  	821405527	  	821405527
	COLDWELL BANKER COMMERCIAL	  	Brazil	  	Coldwell Banker Corporation	  	821405535	  	821405535
	COLDWELL BANKER PREVIEWS	  	Brazil	  	Coldwell Banker Corporation	  	821405543	  	821405543
	COLDWELL BANKER PREVIEWS	  	Brazil	  	Coldwell Banker Corporation	  	821405551	  	821405551
	COLDWELL BANKER	  	Bulgaria	  	Coldwell Banker Corporation	  	79651	  	
	COLDWELL BANKER CB & Design	  	Bulgaria	  	Coldwell Banker Corporation	  	79650	  	
	COLDWELL BANKER COMMERCIAL	  	Bulgaria	  	Coldwell Banker Corporation	  	79652	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Bulgaria	  	Coldwell Banker Corporation	  	79649	  	
	AT HOME	  	Canada	  	Coldwell Banker Corporation	  	700191	  	448494
	BEST BUYER	  	Canada	  	Coldwell Banker Corporation	  	688130	  	416314
	BEST BUYER HOME FACTS	  	Canada	  	Coldwell Banker Corporation	  	766627	  	458949
	BEST SELLER	  	Canada	  	Coldwell Banker Corporation	  	700941	  	458215
	BLUE RIBBON AWARD	  	Canada	  	Coldwell Banker Corporation	  	653358	  	403169
	CB & Design	  	Canada	  	Coldwell Banker Corporation	  	475816	  	288117

  

 5 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CELEBRATE CANADA WITH COLDWELL BANKER & Design	  	Canada	  	Coldwell Banker Corporation	  	760138	  	476847
	COLDWELL BANKER	  	Canada	  	Coldwell Banker Corporation	  	475815	  	305849
	COLDWELL BANKER CB & Design	  	Canada	  	Coldwell Banker Corporation	  	524800	  	348510
	COLDWELL BANKER CB & Design THE HOME SELLERS	  	Canada	  	Coldwell Banker Corporation	  	677434	  	433292
	COLDWELL BANKER COMMERCIAL	  	Canada	  	Coldwell Banker Corporation	  	628871	  	397708
	COLDWELL BANKER COMMERCIAL & Design	  	Canada	  	Coldwell Banker Corporation	  	873439	  	539972
	COLDWELL BANKER COMMERCIAL CB & Design	  	Canada	  	Coldwell Banker Corporation	  	1,007,132	  	562602
	COLDWELL BANKER CONCIERGE	  	Canada	  	Coldwell Banker Corporation	  	1021982	  	564894
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Canada	  	Coldwell Banker Corporation	  	1276998	  	
	DOOR KNOCKER Design	  	Canada	  	Coldwell Banker Corporation	  	655529	  	411023
	EVERY DAY UNTIL IT’S SOLD	  	Canada	  	Coldwell Banker Canada Limited	  	0810410	  	473534
	EXPECT THE BEST	  	Canada	  	Coldwell Banker Corporation	  	597708	  	387686
	HOMES INTERNATIONAL	  	Canada	  	Coldwell Banker Corporation	  	668172	  	437499
	INTERNATIONAL RESORT PROPERTY NETWORK	  	Canada	  	Coldwell Banker Corporation	  	700189	  	466679
	PREVIEWS	  	Canada	  	Coldwell Banker Corporation	  	516910	  	312761
	PREVIEWS	  	Canada	  	Coldwell Banker Corporation	  	641461	  	405992
	RELOCATION 1 (Stylized)	  	Canada	  	Coldwell Banker Corporation	  	689511	  	425530
	SUPPORT YOU CAN COUNT ON	  	Canada	  	Coldwell Banker Corporation	  	776075	  	497595
	SUPPORT YOU CAN COUNT ON & Design	  	Canada	  	Coldwell Banker Corporation	  	776074	  	497604
	THE BESTSELLERS	  	Canada	  	Coldwell Banker Corporation	  	617011	  	414307
	ULTIMATE RELOCATION SERVICES	  	Canada	  	Coldwell Banker Canada Limited	  	1130378	  	634191
	ULTIMATE SERVICE	  	Canada	  	Coldwell Banker Corporation	  	837398	  	493320
	ULTIMATE SERVICE & Color Design	  	Canada	  	Coldwell Banker Corporation	  	837399	  	493319
	ULTIMATE SERVICE & Design	  	Canada	  	Coldwell Banker Corporation	  	837397	  	493322
	WE KEEP OUR PROMISES, OR YOU DON’T KEEP US	  	Canada	  	Coldwell Banker Canada Limited	  	0837396	  	485716
	YOUR PASSPORT TO INDEPENDENCE	  	Canada	  	Coldwell Banker Corporation	  	726806	  	464650

  

 6 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	YOUR PASSPORT TO INDEPENDENCE & Design	  	Canada	  	Coldwell Banker Corporation	  	726807	  	464651
	COLDWELL BANKER	  	Cayman Islands	  	Coldwell Banker Corporation	  		  	1346215
	COLDWELL BANKER CB & Design	  	Cayman Islands	  	Coldwell Banker Corporation	  		  	1273340
	COLDWELL BANKER COMMERCIAL & Design	  	Cayman Islands	  	Coldwell Banker Corporation	  		  	1346216
	COLDWELL BANKER PREVIEWS	  	Cayman Islands	  	Coldwell Banker Corporation	  		  	2150408
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design (in series)	  	Cayman Islands	  	Coldwell Banker Corporation	  	2405562	  	2405562
	COLDWELL BANKER	  	Chile	  	Coldwell Banker Corporation	  	364.683	  	490142
	COLDWELL BANKER	  	Chile	  	Coldwell Banker Corporation	  	436.731	  	545270
	COLDWELL BANKER CB & Design	  	Chile	  	Coldwell Banker Corporation	  	361.092	  	490057
	COLDWELL BANKER CB & Design	  	Chile	  	Coldwell Banker Corporation	  	436.732	  	544900
	COLDWELL BANKER COMMERCIAL	  	Chile	  	Coldwell Banker Corporation	  	436.727	  	544896
	COLDWELL BANKER COMMERCIAL	  	Chile	  	Coldwell Banker Corporation	  	436.728	  	544897
	COLDWELL BANKER PREVIEWS	  	Chile	  	Coldwell Banker Corporation	  	436.729	  	544898
	COLDWELL BANKER PREVIEWS	  	Chile	  	Coldwell Banker Corporation	  	436.730	  	544899
	SIGLO 21	  	Chile	  	Century 21 Real Estate Corp.	  	564471	  	
	COLDWELL BANKER	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	93068431	  	779263
	COLDWELL BANKER	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	940002713	  	508584
	COLDWELL BANKER CB & Design	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	9306842	  	779264
	COLDWELL BANKER COMMERCIAL	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	8903351	  	508583
	COLDWELL BANKER COMMERCIAL	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	9900020454	  	1487631
	COLDWELL BANKER PREVIEWS	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	9900020455	  	1487632
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	4991660	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	China (Peoples Republic)	  	Coldwell Banker Corporation	  	4991661	  	
	COLDWELL BANKER	  	Colombia	  	Coldwell Banker Corporation	  	96 058578	  	201244
	COLDWELL BANKER	  	Colombia	  	Coldwell Banker Corporation	  	96 058579	  	200927
	COLDWELL BANKER CB & Design	  	Colombia	  	Coldwell Banker Corporation	  	96 058580	  	200951

  

 7 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Colombia	  	Coldwell Banker Corporation	  	96 058581	  	200508
	COLDWELL BANKER COMMERCIAL	  	Colombia	  	Coldwell Banker Corporation	  	98 075970	  	226225
	COLDWELL BANKER COMMERCIAL	  	Colombia	  	Coldwell Banker Corporation	  	98 075971	  	226236
	COLDWELL BANKER PREVIEWS	  	Colombia	  	Coldwell Banker Corporation	  	98 075972	  	226235
	COLDWELL BANKER PREVIEWS	  	Colombia	  	Coldwell Banker Corporation	  	98 075973	  	226234
	COLDWELL BANKER	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111085
	COLDWELL BANKER	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111083
	COLDWELL BANKER CB & Design	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111106
	COLDWELL BANKER CB & Design	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111986
	COLDWELL BANKER COMMERCIAL	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111086
	COLDWELL BANKER COMMERCIAL	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111088
	COLDWELL BANKER PREVIEWS	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111087
	COLDWELL BANKER PREVIEWS	  	Costa Rica	  	Coldwell Banker Corporation	  		  	111084
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Costa Rica	  	Coldwell Banker Corporation	  	0005958	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Costa Rica	  	Coldwell Banker Corporation	  	0005959	  	
	COLDWELL BANKER	  	Croatia	  	Coldwell Banker Corporation	  	Z20051853A	  	Z20051853
	COLDWELL BANKER CB & Design	  	Croatia	  	Coldwell Banker Corporation	  	Z20051854A	  	Z20051854
	COLDWELL BANKER COMMERCIAL	  	Croatia	  	Coldwell Banker Corporation	  	Z20051855A	  	Z20051855
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Croatia	  	Coldwell Banker Corporation	  	Z20051856A	  	Z20051856
	COLDWELL BANKER	  	Cuba	  	Coldwell Banker Corporation	  	1324/98	  	127801
	COLDWELL BANKER	  	Cuba	  	Coldwell Banker Corporation	  	1325/98	  	129066
	COLDWELL BANKER CB & Design	  	Cuba	  	Coldwell Banker Corporation	  	1326/98	  	129067
	COLDWELL BANKER CB & Design	  	Cuba	  	Coldwell Banker Corporation	  	1327/98	  	129068
	COLDWELL BANKER COMMERCIAL	  	Cuba	  	Coldwell Banker Corporation	  	1328/98	  	127802
	COLDWELL BANKER COMMERCIAL	  	Cuba	  	Coldwell Banker Corporation	  	1329/98	  	129069
	COLDWELL BANKER PREVIEWS	  	Cuba	  	Coldwell Banker Corporation	  	1330/98	  	131549

  

 8 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS	  	Cuba	  	Coldwell Banker Corporation	  	1331/98	  	127803
	COLDWELL BANKER	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50979	  	50979
	COLDWELL BANKER	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50980	  	50980
	COLDWELL BANKER CB & Design	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50981	  	50981
	COLDWELL BANKER CB & Design	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50982	  	50982
	COLDWELL BANKER COMMERCIAL	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50983	  	50983
	COLDWELL BANKER COMMERCIAL	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50984	  	50984
	COLDWELL BANKER PREVIEWS	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50985	  	50985
	COLDWELL BANKER PREVIEWS	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	50986	  	50986
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Cyprus, Republic of	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Czech Republic	  	Coldwell Banker Corporation	  	155320	  	235825
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Czech Republic	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Denmark	  	Coldwell Banker Corporation	  	06134/1998	  	VR 1999 02179
	COLDWELL BANKER CB & Design	  	Denmark	  	Coldwell Banker Corporation	  	01635/98	  	VR 1999 02180
	COLDWELL BANKER COMMERCIAL	  	Denmark	  	Coldwell Banker Corporation	  	01632/98	  	VR 1999 02177
	COLDWELL BANKER PREVIEWS	  	Denmark	  	Coldwell Banker Corporation	  	01633/98	  	VR 1999 02178
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Denmark	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Dominica	  	Coldwell Banker Corporation	  	5/99	  	5/99
	COLDWELL BANKER CB & Design	  	Dominica	  	Coldwell Banker Corporation	  	4/99	  	4/99
	COLDWELL BANKER COMMERCIAL & Design	  	Dominica	  	Coldwell Banker Corporation	  	2/99	  	2/99
	COLDWELL BANKER PREVIEWS	  	Dominica	  	Coldwell Banker Corporation	  	3/99	  	3/99
	COLDWELL BANKER	  	Dominican Republic	  	Coldwell Banker Corporation	  	363968	  	0093287
	COLDWELL BANKER CB & Design	  	Dominican Republic	  	Coldwell Banker Corporation	  	99146747	  	93,286
	COLDWELL BANKER COMMERCIAL	  	Dominican Republic	  	Coldwell Banker Corporation	  		  	99,423
	COLDWELL BANKER COMMERCIAL	  	Dominican Republic	  	Coldwell Banker Corporation	  		  	98,889
	COLDWELL BANKER PREVIEWS	  	Dominican Republic	  	Coldwell Banker Corporation	  	49664	  	95,525

  

 9 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS	  	Dominican Republic	  	Coldwell Banker Corporation	  	49668	  	95,526
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Dominican Republic	  	Coldwell Banker Corporation	  	05073399	  	2005-73399
	COLDWELL BANKER	  	Ecuador	  	Coldwell Banker Corporation	  	92102	  	366-00 DNPI
	COLDWELL BANKER	  	Ecuador	  	Coldwell Banker Corporation	  	92103	  	1044-00 DNPI
	COLDWELL BANKER CB & Design	  	Ecuador	  	Coldwell Banker Corporation	  	92104	  	1045-00 DNPI
	COLDWELL BANKER CB & Design	  	Ecuador	  	Coldwell Banker Corporation	  	92105	  	367-00 DNPI
	COLDWELL BANKER COMMERCIAL	  	Ecuador	  	Coldwell Banker Corporation	  	92106	  	1046-00 DNPI
	COLDWELL BANKER COMMERCIAL	  	Ecuador	  	Coldwell Banker Corporation	  	92107	  	368-00 DNPI
	COLDWELL BANKER PREVIEWS	  	Ecuador	  	Coldwell Banker Corporation	  	92100	  	365-00 DNPI
	COLDWELL BANKER PREVIEWS	  	Ecuador	  	Coldwell Banker Corporation	  	92101	  	1043-00 DNPI
	COLDWELL BANKER	  	Egypt	  	Coldwell Banker Corporation	  	127339	  	127339
	COLDWELL BANKER CB & Design	  	Egypt	  	Coldwell Banker Corporation	  	127340	  	127340
	COLDWELL BANKER COMMERCIAL	  	Egypt	  	Coldwell Banker Corporation	  	127337	  	127337
	COLDWELL BANKER PREVIEWS	  	Egypt	  	Coldwell Banker Corporation	  	127338	  	127338
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Egypt	  	Coldwell Banker Corporation	  	180510	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Egypt	  	Coldwell Banker Corporation	  	180511	  	
	COLDWELL BANKER	  	El Salvador	  	Coldwell Banker Corporation	  	1678-98	  	38 BOOK 112
	COLDWELL BANKER	  	El Salvador	  	Coldwell Banker Corporation	  	1679-98	  	35 BOOK 109
	COLDWELL BANKER CB & Design	  	El Salvador	  	Coldwell Banker Corporation	  	1697-98	  	241 BOOK 121
	COLDWELL BANKER CB & Design	  	El Salvador	  	Coldwell Banker Corporation	  	1698-98	  	167 BOOK 127
	COLDWELL BANKER COMMERCIAL	  	El Salvador	  	Coldwell Banker Corporation	  	1699-98	  	125 BOOK 112
	COLDWELL BANKER COMMERCIAL	  	El Salvador	  	Coldwell Banker Corporation	  	1700-98	  	
	COLDWELL BANKER PREVIEWS	  	El Salvador	  	Coldwell Banker Corporation	  	1680-98	  	124 BOOK 112
	COLDWELL BANKER PREVIEWS	  	El Salvador	  	Coldwell Banker Corporation	  	1701-98	  	
	COLDWELL BANKER	  	Estonia	  	Coldwell Banker Corporation	  	9801766	  	31481
	COLDWELL BANKER CB & Design	  	Estonia	  	Coldwell Banker Corporation	  	9801767	  	31482

  

 10 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Estonia	  	Coldwell Banker Corporation	  	9801768	  	31483
	COLDWELL BANKER PREVIEWS	  	Estonia	  	Coldwell Banker Corporation	  	9801769	  	31484
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Estonia	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	European Community	  	Coldwell Banker Corporation	  	129197	  	129197
	COLDWELL BANKER CB & Design	  	European Community	  	Coldwell Banker Corporation	  	126821	  	126821
	COLDWELL BANKER COMMERCIAL	  	European Community	  	Coldwell Banker Corporation	  	896621	  	896621
	COLDWELL BANKER COMMERCIAL CB & Design	  	European Community	  	Coldwell Banker Corporation	  	5237029	  	
	COLDWELL BANKER PREVIEWS	  	European Community	  	Coldwell Banker Corporation	  	685040	  	685040
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	European Community	  	Coldwell Banker Corporation	  	4725041	  	4725041
	COLDWELL BANKER	  	Fiji	  	Coldwell Banker Corporation	  	268/98	  	268/98
	COLDWELL BANKER CB & Design	  	Fiji	  	Coldwell Banker Corporation	  	269/98	  	269/98
	COLDWELL BANKER COMMERCIAL	  	Fiji	  	Coldwell Banker Corporation	  	271/98	  	271/98
	COLDWELL BANKER PREVIEWS	  	Fiji	  	Coldwell Banker Corporation	  	270/98	  	270/98
	COLDWELL BANKER	  	Finland	  	Coldwell Banker Corporation	  	T199802570	  	214283
	COLDWELL BANKER CB & Design	  	Finland	  	Coldwell Banker Corporation	  	T199802571	  	216563
	COLDWELL BANKER COMMERCIAL	  	Finland	  	Coldwell Banker Corporation	  	T199802572	  	214284
	COLDWELL BANKER PREVIEWS	  	Finland	  	Coldwell Banker Corporation	  	T199802573	  	214285
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Finland	  	Coldwell Banker Corporation	  	004725041	  	004725041
	CB & Design	  	France	  	Coldwell Banker Corporation	  		  	1205212
	COLDWELL BANKER	  	France	  	Coldwell Banker Corporation	  	631430	  	1205213
	COLDWELL BANKER COMMERCIAL	  	France	  	Coldwell Banker Corporation	  	98765497	  	98765497
	COLDWELL BANKER COMMERCIAL & Design	  	France	  	Coldwell Banker Corporation	  	129049	  	1528876
	COLDWELL BANKER IMMOBILIER & Design	  	France	  	Coldwell Banker Corporation	  	00 306099	  	00 306099
	COLDWELL BANKER PREVIEWS	  	France	  	Coldwell Banker Corporation	  	97703392	  	97703392
	COLDWELL BANKER PREVIEWS	  	France	  	Coldwell Banker Corporation	  	97703397	  	97703397
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	France	  	Coldwell Banker Corporation	  	004725041	  	004725041

  

 11 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Georgia	  	Coldwell Banker Corporation	  	34736	  	16868
	COLDWELL BANKER CB & Design	  	Georgia	  	Coldwell Banker Corporation	  	34739	  	16871
	COLDWELL BANKER COMMERCIAL	  	Georgia	  	Coldwell Banker Corporation	  	34737	  	16869
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Georgia	  	Coldwell Banker Corporation	  	34738	  	16870
	COLDWELL	  	Germany	  	Coldwell Banker Corporation	  	C41 447/36Wz	  	2021170
	COLDWELL BANKER	  	Germany	  	Coldwell Banker Corporation	  	398 21 061.6	  	398 21 061
	COLDWELL BANKER CB & Design	  	Germany	  	Coldwell Banker Corporation	  	398 21 062.4	  	298 21 062
	COLDWELL BANKER COMMERCIAL	  	Germany	  	Coldwell Banker Corporation	  	398 21 063.2	  	398 21 063
	COLDWELL BANKER PREVIEWS	  	Germany	  	Coldwell Banker Corporation	  	398 21 064.0	  	398 21 064
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Germany	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Gibraltar	  	Coldwell Banker Corporation	  	9288	  	9288
	COLDWELL BANKER	  	Gibraltar	  	Coldwell Banker Corporation	  	9290	  	9290
	COLDWELL BANKER CB & Design	  	Gibraltar	  	Coldwell Banker Corporation	  	9286	  	9286
	COLDWELL BANKER CB & Design	  	Gibraltar	  	Coldwell Banker Corporation	  	9291	  	9291
	COLDWELL BANKER COMMERCIAL	  	Gibraltar	  	Coldwell Banker Corporation	  	9292	  	9292
	COLDWELL BANKER COMMERCIAL & Design	  	Gibraltar	  	Coldwell Banker Corporation	  	9287	  	9287
	COLDWELL BANKER	  	Greece	  	Coldwell Banker Corporation	  	1445556	  	1445556
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Greece	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Grenada	  	Coldwell Banker Corporation	  		  	250/1997
	COLDWELL BANKER	  	Grenada	  	Coldwell Banker Corporation	  		  	251/1997
	COLDWELL BANKER CB & Design	  	Grenada	  	Coldwell Banker Corporation	  		  	249/1997
	COLDWELL BANKER	  	Guatemala	  	Coldwell Banker Corporation	  	98-1625	  	118092
	COLDWELL BANKER	  	Guatemala	  	Coldwell Banker Corporation	  	98-1626	  	106212
	COLDWELL BANKER CB & Design	  	Guatemala	  	Coldwell Banker Corporation	  	98-1619	  	106206
	COLDWELL BANKER CB & Design	  	Guatemala	  	Coldwell Banker Corporation	  	98-1620	  	106207
	COLDWELL BANKER COMMERCIAL	  	Guatemala	  	Coldwell Banker Corporation	  	98-1623	  	106210

  

 12 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Guatemala	  	Coldwell Banker Corporation	  	98-1624	  	106211
	COLDWELL BANKER PREVIEWS	  	Guatemala	  	Coldwell Banker Corporation	  	98-1621	  	106208
	COLDWELL BANKER PREVIEWS	  	Guatemala	  	Coldwell Banker Corporation	  	98-1622	  	106209
	COLDWELL BANKER	  	Guyana	  	Coldwell Banker Corporation	  	17,134A	  	17,134A
	COLDWELL BANKER CB & Design	  	Guyana	  	Coldwell Banker Corporation	  	17,135A	  	17,135A
	COLDWELL BANKER COMMERCIAL	  	Guyana	  	Coldwell Banker Corporation	  	17,133A	  	17,133A
	COLDWELL BANKER PREVIEWS	  	Guyana	  	Coldwell Banker Corporation	  	17,132A	  	17,132A
	COLDWELL BANKER	  	Haiti	  	Coldwell Banker Corporation	  	898	  	236/113
	COLDWELL BANKER	  	Haiti	  	Coldwell Banker Corporation	  	899	  	237/113
	COLDWELL BANKER CB & Design	  	Haiti	  	Coldwell Banker Corporation	  	900	  	234/113
	COLDWELL BANKER CB & Design	  	Haiti	  	Coldwell Banker Corporation	  	901	  	235/113
	COLDWELL BANKER COMMERCIAL	  	Haiti	  	Coldwell Banker Corporation	  	491	  	150/118
	COLDWELL BANKER COMMERCIAL	  	Haiti	  	Coldwell Banker Corporation	  	492	  	151/118
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Haiti	  	Coldwell Banker Corporation	  	541-A	  	112-148
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Haiti	  	Coldwell Banker Corporation	  	542-A	  	113-148
	COLDWELL BANKER	  	Honduras	  	Coldwell Banker Corporation	  	3470/98	  	72784
	COLDWELL BANKER	  	Honduras	  	Coldwell Banker Corporation	  	3471/98	  	5039
	COLDWELL BANKER CB & Design	  	Honduras	  	Coldwell Banker Corporation	  	3468/98	  	73346
	COLDWELL BANKER CB & Design	  	Honduras	  	Coldwell Banker Corporation	  	3469/98	  	5595
	COLDWELL BANKER COMMERCIAL	  	Honduras	  	Coldwell Banker Corporation	  	3467/98	  	72879
	COLDWELL BANKER COMMERCIAL	  	Honduras	  	Coldwell Banker Corporation	  	3480/98	  	5038
	COLDWELL BANKER PREVIEWS	  	Honduras	  	Coldwell Banker Corporation	  	3472/98	  	72783
	COLDWELL BANKER PREVIEWS	  	Honduras	  	Coldwell Banker Corporation	  	3479/98	  	5040
	CB & Design	  	Hong Kong	  	Coldwell Banker Corporation	  	5846/92	  	03512
	COLDWELL BANKER	  	Hong Kong	  	Coldwell Banker Corporation	  	10946/98	  	05705
	COLDWELL BANKER	  	Hong Kong	  	Coldwell Banker Corporation	  	5842/92	  	04023

  

 13 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Hong Kong	  	Coldwell Banker Corporation	  	10948/98	  	09131
	COLDWELL BANKER CB & Design	  	Hong Kong	  	Coldwell Banker Corporation	  	5845/92	  	03511
	COLDWELL BANKER COMMERCIAL	  	Hong Kong	  	Coldwell Banker Corporation	  	10947/98	  	09130
	COLDWELL BANKER COMMERCIAL	  	Hong Kong	  	Coldwell Banker Corporation	  	5843/92	  	04024
	COLDWELL BANKER COMMERCIAL & Design	  	Hong Kong	  	Coldwell Banker Corporation	  	5844/92	  	04025
	COLDWELL BANKER PREVIEWS	  	Hong Kong	  	Coldwell Banker Corporation	  	10949/98	  	09681
	COLDWELL BANKER PREVIEWS	  	Hong Kong	  	Coldwell Banker Corporation	  	10950/98	  	09682
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Hungary	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	India	  	Coldwell Banker Corporation	  	1241393	  	1241393
	COLDWELL BANKER	  	India	  	Coldwell Banker Corporation	  	744350	  	744350
	COLDWELL BANKER CB & Design	  	India	  	Coldwell Banker Corporation	  	1241395	  	
	COLDWELL BANKER CB & Design	  	India	  	Coldwell Banker Corporation	  	744349	  	744349
	COLDWELL BANKER COMMERCIAL	  	India	  	Coldwell Banker Corporation	  	1289307	  	520710
	COLDWELL BANKER COMMERCIAL	  	India	  	Coldwell Banker Corporation	  	1483273	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	India	  	Coldwell Banker Corporation	  	1483272	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	India	  	Coldwell Banker Corporation	  	1483274	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	India	  	Coldwell Banker Corporation	  	1397467	  	
	COLDWELL BANKER	  	Indonesia	  	Coldwell Banker Corporation	  	D98-14058	  	441953
	COLDWELL BANKER	  	Indonesia	  	Coldwell Banker Corporation	  	J96-25793	  	402031
	COLDWELL BANKER & Design	  	Indonesia	  	Coldwell Banker Corporation	  	D98-06222	  	418765
	COLDWELL BANKER CB & Design	  	Indonesia	  	Coldwell Banker Corporation	  	J96-25794	  	402058
	COLDWELL BANKER COMMERCIAL	  	Indonesia	  	Coldwell Banker Corporation	  	J98-15117	  	442266
	COLDWELL BANKER COMMERCIAL & Design	  	Indonesia	  	Coldwell Banker Corporation	  	D98-15684	  	IDM000025909
	COLDWELL BANKER PREVIEWS	  	Indonesia	  	Coldwell Banker Corporation	  	D98 14057	  	441952
	COLDWELL BANKER PREVIEWS	  	Indonesia	  	Coldwell Banker Corporation	  	D98-14056	  	441951
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Indonesia	  	Coldwell Banker Corporation	  	D05-26944	  	

  

 14 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Indonesia	  	Coldwell Banker Corporation	  	J05-26943	  	
	COLDWELL BANKER PROPERTI & CB Design	  	Indonesia	  	Coldwell Banker Corporation	  	20822-20970	  	519595
	COLDWELL BANKER	  	Ireland	  	Coldwell Banker Corporation	  	3113/98	  	210114
	COLDWELL BANKER CB & Design	  	Ireland	  	Coldwell Banker Corporation	  	3114/98	  	210115
	COLDWELL BANKER COMMERCIAL	  	Ireland	  	Coldwell Banker Corporation	  	3115/98	  	210116
	COLDWELL BANKER PREVIEWS	  	Ireland	  	Coldwell Banker Corporation	  	3116/98	  	210117
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Ireland	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Israel	  	Coldwell Banker Corporation	  	125382	  	125382
	COLDWELL BANKER	  	Israel	  	Coldwell Banker Corporation	  	125385	  	125385
	COLDWELL BANKER CB & Design	  	Israel	  	Coldwell Banker Corporation	  	185105	  	
	COLDWELL BANKER CB & Design	  	Israel	  	Coldwell Banker Corporation	  	185106	  	
	COLDWELL BANKER COMMERCIAL	  	Israel	  	Coldwell Banker Corporation	  	125380	  	125380
	COLDWELL BANKER COMMERCIAL	  	Israel	  	Coldwell Banker Corporation	  	125383	  	125383
	COLDWELL BANKER PREVIEWS	  	Israel	  	Coldwell Banker Corporation	  	125381	  	125381
	COLDWELL BANKER PREVIEWS	  	Israel	  	Coldwell Banker Corporation	  	125384	  	125384
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Israel	  	Coldwell Banker Corporation	  	184491	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Israel	  	Coldwell Banker Corporation	  	184492	  	
	CB & Design	  	Italy	  	Coldwell Banker Corporation	  		  	408810
	COLDWELL BANKER	  	Italy	  	Coldwell Banker Corporation	  		  	404799
	COLDWELL BANKER	  	Italy	  	Coldwell Banker Corporation	  	VI98C 000302	  	824263
	COLDWELL BANKER CB & Design	  	Italy	  	Coldwell Banker Corporation	  	VI98C 000303	  	824264
	COLDWELL BANKER COMMERCIAL	  	Italy	  	Coldwell Banker Corporation	  	VI98C 000305	  	824266
	COLDWELL BANKER PREVIEWS	  	Italy	  	Coldwell Banker Corporation	  	VI98C 000304	  	824265
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Italy	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Jamaica	  	Coldwell Banker Corporation	  	16/2432	  	34052
	COLDWELL BANKER	  	Jamaica	  	Coldwell Banker Corporation	  	41298	  	41298

  

 15 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Jamaica	  	Coldwell Banker Corporation	  	16/2433	  	32897
	COLDWELL BANKER COMMERCIAL	  	Jamaica	  	Coldwell Banker Corporation	  	16/2606	  	35277
	COLDWELL BANKER PREVIEWS	  	Jamaica	  	Coldwell Banker Corporation	  	16/2469	  	35961
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Jamaica	  	Coldwell Banker Corporation	  	0467660	  	
	COLDWELL BANKER	  	Japan	  	Coldwell Banker Corporation	  	8-126344	  	4234028
	COLDWELL BANKER CB & Design	  	Japan	  	Coldwell Banker Corporation	  	10-080818	  	4406318
	COLDWELL BANKER CB & Design	  	Japan	  	Coldwell Banker Corporation	  	8-126345	  	4234029
	COLDWELL BANKER COMMERCIAL	  	Japan	  	Coldwell Banker Corporation	  	10-080817	  	4406317
	COLDWELL BANKER PREVIEWS	  	Japan	  	Coldwell Banker Corporation	  	10-080816	  	4406316
	PREVIEWS	  	Japan	  	Coldwell Banker Corporation	  	59-133140	  	2111528
	COLDWELL BANKER	  	Jordan	  	Coldwell Banker Corporation	  	56186	  	56186
	COLDWELL BANKER	  	Jordan	  	Coldwell Banker Corporation	  	78572	  	78572
	COLDWELL BANKER CB & Design	  	Jordan	  	Coldwell Banker Corporation	  	56185	  	56185
	COLDWELL BANKER CB & Design	  	Jordan	  	Coldwell Banker Corporation	  	78571	  	78571
	COLDWELL BANKER COMMERCIAL	  	Jordan	  	Coldwell Banker Corporation	  	55484	  	55484
	COLDWELL BANKER COMMERCIAL	  	Jordan	  	Coldwell Banker Corporation	  	78574	  	78574
	COLDWELL BANKER PREVIEWS	  	Jordan	  	Coldwell Banker Corporation	  	55485	  	55485
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Jordan	  	Coldwell Banker Corporation	  	78573	  	78573
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Jordan	  	Coldwell Banker Corporation	  	79149	  	79149
	COLDWELL BANKER	  	Kiribati	  	Coldwell Banker Corporation	  	1561	  	1561
	COLDWELL BANKER CB & Design	  	Kiribati	  	Coldwell Banker Corporation	  	1560	  	1560
	COLDWELL BANKER COMMERCIAL	  	Kiribati	  	Coldwell Banker Corporation	  	1559	  	1559
	COLDWELL BANKER PREVIEWS	  	Kiribati	  	Coldwell Banker Corporation	  	1655	  	1655
	COLDWELL BANKER	  	Korea, Democratic People’s Republic of	  	Coldwell Banker Corporation	  	18998	  	10134
	COLDWELL BANKER CB & Design	  	Korea, Democratic People’s Republic of	  	Coldwell Banker Corporation	  	18997	  	10133

  

 16 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Korea, Democratic People’s Republic of	  	Coldwell Banker Corporation	  	18995	  	10131
	COLDWELL BANKER PREVIEWS	  	Korea, Democratic People’s Republic of	  	Coldwell Banker Corporation	  	18996	  	10132
	CB & Design	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1990-1839	  	15101
	COLDWELL BANKER	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1988-001212	  	10506
	COLDWELL BANKER (in Korean)	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1996-3371	  	39983
	COLDWELL BANKER CB & Design	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1990-001840	  	15102
	COLDWELL BANKER COMMERCIAL	  	Korea, Republic of	  	Coldwell Banker Corporation	  	4520062798	  	
	COLDWELL BANKER COMMERCIAL & Design	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1988-001210	  	10504
	COLDWELL BANKER COMMERCIAL CB & Design	  	Korea, Republic of	  	Coldwell Banker Corporation	  	4520062800	  	
	COLDWELL BANKER PREVIEWS	  	Korea, Republic of	  	Coldwell Banker Corporation	  	1998-1730	  	56325
	COLDWELL BANKER	  	Kuwait	  	Coldwell Banker Corporation	  	36128	  	32264
	COLDWELL BANKER CB & Design	  	Kuwait	  	Coldwell Banker Corporation	  	36129	  	32384
	COLDWELL BANKER COMMERCIAL	  	Kuwait	  	Coldwell Banker Corporation	  	57402	  	59879
	COLDWELL BANKER COMMERCIAL CB & Design	  	Kuwait	  	Coldwell Banker Corporation	  	61814	  	55596
	COLDWELL BANKER	  	Latvia	  	Coldwell Banker Corporation	  	M981682	  	M44821
	COLDWELL BANKER CB & Design	  	Latvia	  	Coldwell Banker Corporation	  	M981683	  	M44822
	COLDWELL BANKER COMMERCIAL	  	Latvia	  	Coldwell Banker Corporation	  	M981684	  	M44823
	COLDWELL BANKER PREVIEWS	  	Latvia	  	Coldwell Banker Corporation	  	M981685	  	M44824
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Latvia	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Lebanon	  	Coldwell Banker Corporation	  		  	91112
	COLDWELL BANKER CB & Design	  	Lebanon	  	Coldwell Banker Corporation	  		  	91110
	COLDWELL BANKER COMMERCIAL	  	Lebanon	  	Coldwell Banker Corporation	  		  	91109
	COLDWELL BANKER COMMERCIAL CB & Design	  	Lebanon	  	Coldwell Banker Corporation	  		  	91111

  

 17 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Lebanon	  	Coldwell Banker Corporation	  	3245	  	107129
	COLDWELL BANKER	  	Liechtenstein	  	Coldwell Banker Corporation	  		  	11457
	COLDWELL BANKER CB & Design	  	Liechtenstein	  	Coldwell Banker Corporation	  		  	11456
	COLDWELL BANKER COMMERCIAL	  	Liechtenstein	  	Coldwell Banker Corporation	  		  	11455
	COLDWELL BANKER PREVIEWS	  	Liechtenstein	  	Coldwell Banker Corporation	  		  	11458
	COLDWELL BANKER	  	Lithuania	  	Coldwell Banker Corporation	  	20051127	  	
	COLDWELL BANKER CB & Design (black on white)	  	Lithuania	  	Coldwell Banker Corporation	  	20051126	  	
	COLDWELL BANKER COMMERCIAL	  	Lithuania	  	Coldwell Banker Corporation	  	20051128	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Lithuania	  	Coldwell Banker Corporation	  	20051129	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Lithuania	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Macao	  	Coldwell Banker Corporation	  	4843	  	4843
	COLDWELL BANKER	  	Macao	  	Coldwell Banker Corporation	  	4844	  	4844
	COLDWELL BANKER CB & Design	  	Macao	  	Coldwell Banker Corporation	  	4841	  	4841
	COLDWELL BANKER CB & Design	  	Macao	  	Coldwell Banker Corporation	  	4842	  	4842
	COLDWELL BANKER COMMERCIAL	  	Macao	  	Coldwell Banker Corporation	  	4837	  	4837
	COLDWELL BANKER COMMERCIAL	  	Macao	  	Coldwell Banker Corporation	  	4838	  	4838
	COLDWELL BANKER PREVIEWS	  	Macao	  	Coldwell Banker Corporation	  	4839	  	4839
	COLDWELL BANKER PREVIEWS	  	Macao	  	Coldwell Banker Corporation	  	4840	  	4840
	COLDWELL BANKER	  	Macedonia	  	Coldwell Banker Corporation	  	2005/839	  	
	COLDWELL BANKER CB & Design	  	Macedonia	  	Coldwell Banker Corporation	  	2005/838	  	
	COLDWELL BANKER COMMERCIAL	  	Macedonia	  	Coldwell Banker Corporation	  	2005/837	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Macedonia	  	Coldwell Banker Corporation	  	2005/836	  	
	COLDWELL BANKER	  	Malaysia	  	Coldwell Banker Corporation	  	88-02130	  	88-02130
	COLDWELL BANKER CB & Design	  	Malaysia	  	Coldwell Banker Corporation	  	98-11330	  	
	COLDWELL BANKER CB & Design	  	Malaysia	  	Coldwell Banker Corporation	  	98-11342	  	
	COLDWELL BANKER COMMERCIAL	  	Malaysia	  	Coldwell Banker Corporation	  	98-11345	  	

  

 18 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Malaysia	  	Coldwell Banker Corporation	  	98-11346	  	
	COLDWELL BANKER COMMERCIAL & Design	  	Malaysia	  	Coldwell Banker Corporation	  	88-02131	  	88-02131
	COLDWELL BANKER PREVIEWS	  	Malaysia	  	Coldwell Banker Corporation	  	98/11343	  	98/11343
	COLDWELL BANKER PREVIEWS	  	Malaysia	  	Coldwell Banker Corporation	  	98-11344	  	
	COLDWELL BANKER	  	Malta	  	Coldwell Banker Corporation	  	31125	  	31125
	COLDWELL BANKER CB & Design	  	Malta	  	Coldwell Banker Corporation	  	31124	  	31124
	COLDWELL BANKER COMMERCIAL	  	Malta	  	Coldwell Banker Corporation	  	31122	  	31122
	COLDWELL BANKER PREVIEWS	  	Malta	  	Coldwell Banker Corporation	  	31123	  	31123
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Malta	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Mexico	  	Coldwell Banker Corporation	  	151921	  	461261
	COLDWELL BANKER	  	Mexico	  	Coldwell Banker Corporation	  	151922	  	461262
	COLDWELL BANKER BIENES RAICES & Design	  	Mexico	  	Coldwell Banker Corporation	  	454607	  	692903
	COLDWELL BANKER BIENES RAICES & Design	  	Mexico	  	Coldwell Banker Corporation	  	454608	  	689478
	COLDWELL BANKER CB & Design	  	Mexico	  	Coldwell Banker Corporation	  	219301	  	544515
	COLDWELL BANKER CB & Design	  	Mexico	  	Coldwell Banker Corporation	  	220127	  	495425
	COLDWELL BANKER COMMERCIAL & Design	  	Mexico	  	Coldwell Banker Corporation	  	164949	  	467981
	COLDWELL BANKER COMMERCIAL & Design	  	Mexico	  	Coldwell Banker Corporation	  	166799	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Mexico	  	Coldwell Banker Corporation	  	747841	  	915747
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Mexico	  	Coldwell Banker Corporation	  	747843	  	915748
	PREVIEWS	  	Mexico	  	Coldwell Banker Corporation	  	213821	  	493374
	PREVIEWS	  	Mexico	  	Coldwell Banker Corporation	  	213822	  	503301
	COLDWELL BANKER	  	Moldova	  	Coldwell Banker Corporation	  	019696	  	
	COLDWELL BANKER CB & Design	  	Moldova	  	Coldwell Banker Corporation	  	019694	  	
	COLDWELL BANKER COMMERCIAL	  	Moldova	  	Coldwell Banker Corporation	  	019695	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	Moldova	  	Coldwell Banker Corporation	  	019697	  	
	CB & Design	  	Monaco	  	Coldwell Banker Corporation	  	019079	  	R 98.18971

  

 19 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Monaco	  	Coldwell Banker Corporation	  	019080	  	R 98.18972
	COLDWELL BANKER	  	Montserrat	  	Coldwell Banker Corporation	  		  	3166
	COLDWELL BANKER CB & Design	  	Montserrat	  	Coldwell Banker Corporation	  		  	3167
	COLDWELL BANKER COMMERCIAL & Design	  	Montserrat	  	Coldwell Banker Corporation	  		  	
	COLDWELL BANKER	  	Morocco	  	Coldwell Banker Corporation	  	95826	  	95826
	COLDWELL BANKER CB & Design	  	Morocco	  	Coldwell Banker Corporation	  	95827	  	95827
	COLDWELL BANKER COMMERCIAL	  	Morocco	  	Coldwell Banker Corporation	  	96356	  	96356
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Morocco	  	Coldwell Banker Corporation	  	96357	  	96357
	COLDWELL BANKER	  	Netherlands Antilles	  	Coldwell Banker Corporation	  		  	20094
	COLDWELL BANKER CB & Design	  	Netherlands Antilles	  	Coldwell Banker Corporation	  		  	20115
	COLDWELL BANKER COMMERCIAL	  	Netherlands Antilles	  	Coldwell Banker Corporation	  		  	20900
	COLDWELL BANKER PREVIEWS	  	Netherlands Antilles	  	Coldwell Banker Corporation	  		  	20550
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Netherlands Antilles	  	Coldwell Banker Corporation	  	D-600060	  	11910
	COLDWELL BANKER	  	New Zealand	  	Coldwell Banker Corporation	  	182322	  	182322
	COLDWELL BANKER	  	New Zealand	  	Coldwell Banker Corporation	  	272215	  	272215
	COLDWELL BANKER CB & Design	  	New Zealand	  	Coldwell Banker Corporation	  	272216	  	272216
	COLDWELL BANKER CB & Design	  	New Zealand	  	Coldwell Banker Corporation	  	272217	  	272217
	COLDWELL BANKER COMMERCIAL	  	New Zealand	  	Coldwell Banker Corporation	  	182323	  	182323
	COLDWELL BANKER COMMERCIAL	  	New Zealand	  	Coldwell Banker Corporation	  	296127	  	296127
	COLDWELL BANKER PREVIEWS	  	New Zealand	  	Coldwell Banker Corporation	  	296125	  	296125
	COLDWELL BANKER PREVIEWS	  	New Zealand	  	Coldwell Banker Corporation	  	296126	  	296126
	COLDWELL BANKER	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00950	  	39641
	COLDWELL BANKER	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00951	  	39849
	COLDWELL BANKER CB & Design	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00956	  	40289
	COLDWELL BANKER CB & Design	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00957	  	40271
	COLDWELL BANKER COMMERCIAL	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00952	  	39861

  

 20 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00953	  	40325
	COLDWELL BANKER PREVIEWS	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00954	  	39850
	COLDWELL BANKER PREVIEWS	  	Nicaragua	  	Coldwell Banker Corporation	  	98-00955	  	39862
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Nicaragua	  	Coldwell Banker Corporation	  	05-03745	  	0602020
	COLDWELL BANKER	  	Norway	  	Coldwell Banker Corporation	  	9803109	  	193419
	COLDWELL BANKER CB & Design	  	Norway	  	Coldwell Banker Corporation	  	9803112	  	193422
	COLDWELL BANKER COMMERCIAL	  	Norway	  	Coldwell Banker Corporation	  	9803111	  	193421
	COLDWELL BANKER PREVIEWS	  	Norway	  	Coldwell Banker Corporation	  	9803110	  	193420
	COLDWELL BANKER	  	Oman	  	Coldwell Banker Corporation	  	36879	  	36879
	COLDWELL BANKER	  	Oman	  	Coldwell Banker Corporation	  	36880	  	36880
	COLDWELL BANKER CB & Design	  	Oman	  	Coldwell Banker Corporation	  	36885	  	36885
	COLDWELL BANKER CB & Design	  	Oman	  	Coldwell Banker Corporation	  	36886	  	36886
	COLDWELL BANKER COMMERCIAL	  	Oman	  	Coldwell Banker Corporation	  	36881	  	36881
	COLDWELL BANKER COMMERCIAL	  	Oman	  	Coldwell Banker Corporation	  	36882	  	36882
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Oman	  	Coldwell Banker Corporation	  	36883	  	36883
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Oman	  	Coldwell Banker Corporation	  	36884	  	36884
	COLDWELL BANKER	  	Pakistan	  	Coldwell Banker Corporation	  	150872	  	
	COLDWELL BANKER CB & Design	  	Pakistan	  	Coldwell Banker Corporation	  	150870	  	
	COLDWELL BANKER COMMERCIAL	  	Pakistan	  	Coldwell Banker Corporation	  	150869	  	150869
	COLDWELL BANKER PREVIEWS	  	Pakistan	  	Coldwell Banker Corporation	  	150871	  	150871
	COLDWELL BANKER	  	Panama	  	Coldwell Banker Corporation	  	85644	  	85644
	COLDWELL BANKER	  	Panama	  	Coldwell Banker Corporation	  	85645	  	85655
	COLDWELL BANKER CB & Design	  	Panama	  	Coldwell Banker Corporation	  	84324	  	84324
	COLDWELL BANKER CB & Design	  	Panama	  	Coldwell Banker Corporation	  	84325	  	84325
	COLDWELL BANKER COMMERCIAL	  	Panama	  	Coldwell Banker Corporation	  	95108	  	95108
	COLDWELL BANKER COMMERCIAL	  	Panama	  	Coldwell Banker Corporation	  	95111	  	95111

  

 21 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER PREVIEWS	  	Panama	  	Coldwell Banker Corporation	  	95119	  	95119
	COLDWELL BANKER PREVIEWS	  	Panama	  	Coldwell Banker Corporation	  	95120	  	95120
	COLDWELL BANKER	  	Papua New Guinea	  	Coldwell Banker Corporation	  	A61877	  	A61877
	COLDWELL BANKER CB & Design	  	Papua New Guinea	  	Coldwell Banker Corporation	  	A61878	  	A61878
	COLDWELL BANKER COMMERCIAL	  	Papua New Guinea	  	Coldwell Banker Corporation	  	A61875	  	A61875
	COLDWELL BANKER PREVIEWS	  	Papua New Guinea	  	Coldwell Banker Corporation	  	A61876	  	A61876
	COLDWELL BANKER	  	Paraguay	  	Coldwell Banker Corporation	  	27311	  	291782
	COLDWELL BANKER	  	Paraguay	  	Coldwell Banker Corporation	  	27317	  	219980
	COLDWELL BANKER CB & Design	  	Paraguay	  	Coldwell Banker Corporation	  	27313	  	280547
	COLDWELL BANKER CB & Design	  	Paraguay	  	Coldwell Banker Corporation	  	27314	  	220929
	COLDWELL BANKER COMMERCIAL	  	Paraguay	  	Coldwell Banker Corporation	  	27316	  	219899
	COLDWELL BANKER COMMERCIAL	  	Paraguay	  	Coldwell Banker Corporation	  	27318	  	216618
	COLDWELL BANKER PREVIEWS	  	Paraguay	  	Coldwell Banker Corporation	  	27312	  	241792
	COLDWELL BANKER PREVIEWS	  	Paraguay	  	Coldwell Banker Corporation	  	27315	  	222647
	COLDWELL BANKER	  	Peru	  	Coldwell Banker Corporation	  	40117	  	040817
	COLDWELL BANKER	  	Peru	  	Coldwell Banker Corporation	  	40118	  	012571
	COLDWELL BANKER CB & Design	  	Peru	  	Coldwell Banker Corporation	  	40119	  	012652
	COLDWELL BANKER CB & Design	  	Peru	  	Coldwell Banker Corporation	  	40120	  	041437
	COLDWELL BANKER COMMERCIAL	  	Peru	  	Coldwell Banker Corporation	  	068027	  	050118
	COLDWELL BANKER COMMERCIAL	  	Peru	  	Coldwell Banker Corporation	  	068111	  	016046
	COLDWELL BANKER PREVIEWS	  	Peru	  	Coldwell Banker Corporation	  	068026	  	050117
	COLDWELL BANKER PREVIEWS	  	Peru	  	Coldwell Banker Corporation	  	068109	  	016045
	COLDWELL BANKER	  	Philippines	  	Coldwell Banker Corporation	  	4-2005-010581	  	
	COLDWELL BANKER	  	Philippines	  	Coldwell Banker Corporation	  	4-2005-011621	  	
	COLDWELL BANKER CB & Design	  	Philippines	  	Coldwell Banker Corporation	  	4-1997-117565	  	4-1997-117565
	COLDWELL BANKER CB & Design	  	Philippines	  	Coldwell Banker Corporation	  	4-2005-011620	  	

  

 22 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Philippines	  	Coldwell Banker Corporation	  	5010583	  	
	COLDWELL BANKER COMMERCIAL	  	Philippines	  	Coldwell Banker Corporation	  	4-2005-010582	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Philippines	  	Coldwell Banker Corporation	  	4-2006-01758	  	
	COLDWELL BANKER	  	Poland	  	Coldwell Banker Corporation	  	Z-174262	  	122325
	COLDWELL BANKER CB & Design	  	Poland	  	Coldwell Banker Corporation	  	Z-174261	  	122326
	COLDWELL BANKER COMMERCIAL	  	Poland	  	Coldwell Banker Corporation	  	Z191810	  	132539
	COLDWELL BANKER PREVIEWS	  	Poland	  	Coldwell Banker Corporation	  	Z-191811	  	132802
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Poland	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Portugal	  	Coldwell Banker Corporation	  	330677	  	330677
	COLDWELL BANKER CB & Design	  	Portugal	  	Coldwell Banker Corporation	  	330680	  	330680
	COLDWELL BANKER COMMERCIAL	  	Portugal	  	Coldwell Banker Corporation	  	330679	  	330679
	COLDWELL BANKER PREVIEWS	  	Portugal	  	Coldwell Banker Corporation	  	330678	  	330678
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Portugal	  	Coldwell Banker Corporation	  	004725041	  	004725041
	CB Design	  	Puerto Rico	  	Coldwell Banker Corporation	  		  	6791
	COLDWELL BANKER	  	Puerto Rico	  	Coldwell Banker Corporation	  		  	6793
	COLDWELL BANKER PREVIEWS	  	Puerto Rico	  	Coldwell Banker Corporation	  		  	42035
	COLDWELL BANKER PREVIEWS	  	Puerto Rico	  	Coldwell Banker Corporation	  		  	42034
	COLDWELL BANKER	  	Qatar	  	Coldwell Banker Corporation	  	28126	  	28126
	COLDWELL BANKER CB & Design	  	Qatar	  	Coldwell Banker Corporation	  	28127	  	
	COLDWELL BANKER COMMERCIAL	  	Qatar	  	Coldwell Banker Corporation	  	28128	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	Qatar	  	Coldwell Banker Corporation	  	28129	  	
	COLDWELL BANKER	  	Romania	  	Coldwell Banker Corporation	  	M 2005 10239	  	71644
	COLDWELL BANKER CB & Design	  	Romania	  	Coldwell Banker Corporation	  	M 2005 10240	  	71665
	COLDWELL BANKER COMMERCIAL	  	Romania	  	Coldwell Banker Corporation	  	200510241	  	71666
	COLDWELL BANKER COMMERCIAL CB & Design	  	Romania	  	Coldwell Banker Corporation	  	M 200608817	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Romania	  	Coldwell Banker Corporation	  	M 2005 10242	  	71664

  

 23 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Russian Federation	  	Coldwell Banker Corporation	  	2005715047	  	
	COLDWELL BANKER CB & Design	  	Russian Federation	  	Coldwell Banker Corporation	  	2005715049	  	
	COLDWELL BANKER COMMERCIAL	  	Russian Federation	  	Coldwell Banker Corporation	  	2005715048	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Russian Federation	  	Coldwell Banker Corporation	  	2005715046	  	
	COLDWELL BANKER	  	Saudi Arabia	  	Coldwell Banker Corporation	  	77790	  	708/72
	COLDWELL BANKER CB & Design	  	Saudi Arabia	  	Coldwell Banker Corporation	  	77791	  	708/73
	COLDWELL BANKER COMMERCIAL	  	Saudi Arabia	  	Coldwell Banker Corporation	  	77792	  	708/74
	COLDWELL BANKER COMMERCIAL CB & Design	  	Saudi Arabia	  	Coldwell Banker Corporation	  	77793	  	688/94
	COLDWELL BANKER PREVIEWS	  	Saudi Arabia	  	Coldwell Banker Corporation	  	77794	  	708/75
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Saudi Arabia	  	Coldwell Banker Corporation	  	101267	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Saudi Arabia	  	Coldwell Banker Corporation	  	101268	  	
	COLDWELL BANKER	  	Serbia	  	Coldwell Banker Corporation	  	1521/05	  	51779
	COLDWELL BANKER CB & Design	  	Serbia	  	Coldwell Banker Corporation	  	1520/05	  	51778
	COLDWELL BANKER COMMERCIAL	  	Serbia	  	Coldwell Banker Corporation	  	1522/05	  	51780
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Serbia	  	Coldwell Banker Corporation	  	1523/05	  	51781
	COLDWELL BANKER	  	Singapore	  	Coldwell Banker Corporation	  	9294/96	  	T96/09294A
	COLDWELL BANKER	  	Singapore	  	Coldwell Banker Corporation	  	9295/96	  	T96/09295Z
	COLDWELL BANKER CB & Design	  	Singapore	  	Coldwell Banker Corporation	  	9296/96	  	T96/09296H
	COLDWELL BANKER CB & Design	  	Singapore	  	Coldwell Banker Corporation	  	9297/96	  	T96/09297F
	COLDWELL BANKER COMMERCIAL	  	Singapore	  	Coldwell Banker Corporation	  	9313/98	  	T98/09313I
	COLDWELL BANKER PREVIEWS	  	Singapore	  	Coldwell Banker Corporation	  	9315/98	  	T98/09315E
	COLDWELL BANKER PREVIEWS	  	Singapore	  	Coldwell Banker Corporation	  	9316/98	  	T98/09316C
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design (in series)	  	Singapore	  	Coldwell Banker Corporation	  	T05/21302C	  	T05/21302C
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design (in series)	  	Singapore	  	Coldwell Banker Corporation	  	T05/21304Z	  	
	COLDWELL BANKER	  	Slovakia	  	Coldwell Banker Corporation	  	5803-2005	  	214572

  

 24 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER CB & Design	  	Slovakia	  	Coldwell Banker Corporation	  	5804-2005	  	214573
	COLDWELL BANKER COMMERCIAL	  	Slovakia	  	Coldwell Banker Corporation	  	5802-2005	  	214571
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Slovakia	  	Coldwell Banker Corporation	  	5801-2005	  	214570
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Slovakia	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Slovenia	  	Coldwell Banker Corporation	  	200571513	  	200571513
	COLDWELL BANKER CB & Design	  	Slovenia	  	Coldwell Banker Corporation	  	200571515	  	200571515
	COLDWELL BANKER COMMERCIAL	  	Slovenia	  	Coldwell Banker Corporation	  	200571514	  	200571514
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Slovenia	  	Coldwell Banker Corporation	  	200571512	  	200571512
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Slovenia	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER	  	Solomon Islands	  	Coldwell Banker Corporation	  		  	1879
	COLDWELL BANKER CB & Design	  	Solomon Islands	  	Coldwell Banker Corporation	  		  	1740
	COLDWELL BANKER COMMERCIAL	  	Solomon Islands	  	Coldwell Banker Corporation	  		  	1739
	COLDWELL BANKER	  	South Africa	  	Coldwell Banker Corporation	  	9615596	  	9615596
	COLDWELL BANKER	  	South Africa	  	Coldwell Banker Corporation	  	9615597	  	9615597
	COLDWELL BANKER CB & Design	  	South Africa	  	Coldwell Banker Corporation	  	9615594	  	9615594
	COLDWELL BANKER CB & Design	  	South Africa	  	Coldwell Banker Corporation	  	9615595	  	9615595
	COLDWELL BANKER COMMERCIAL	  	South Africa	  	Coldwell Banker Corporation	  	9815096	  	9815096
	COLDWELL BANKER COMMERCIAL	  	South Africa	  	Coldwell Banker Corporation	  	9815097	  	9815097
	COLDWELL BANKER PREVIEWS	  	South Africa	  	Coldwell Banker Corporation	  	9718988	  	9718988
	COLDWELL BANKER PREVIEWS	  	South Africa	  	Coldwell Banker Corporation	  	9718989	  	9718989
	CB & Design	  	Spain	  	Coldwell Banker Corporation	  	1005732	  	1005732
	COLDWELL BANKER	  	Spain	  	Coldwell Banker Corporation	  	1005730	  	1005730
	COLDWELL BANKER	  	Spain	  	Coldwell Banker Corporation	  	1005731	  	1005731
	COLDWELL BANKER BIENES RAICES & Design	  	Spain	  	Coldwell Banker Corporation	  	2354151	  	2354151
	COLDWELL BANKER BIENES RAICES & Design	  	Spain	  	Coldwell Banker Corporation	  	2354152	  	2354152
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Spain	  	Coldwell Banker Corporation	  	004725041	  	004725041

  

 25 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	St. Kitts and Nevis	  	Coldwell Banker Corporation	  	0385	  	
	COLDWELL BANKER CB & Design	  	St. Kitts and Nevis	  	Coldwell Banker Corporation	  	0387	  	
	COLDWELL BANKER COMMERCIAL	  	St. Kitts and Nevis	  	Coldwell Banker Corporation	  	0384	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	St. Kitts and Nevis	  	Coldwell Banker Corporation	  	0386	  	
	COLDWELL BANKER CB & Design	  	St. Lucia	  	Coldwell Banker Corporation	  	214/97	  	214/97
	COLDWELL BANKER PREVIEWS	  	St. Lucia	  	Coldwell Banker Corporation	  	299/97	  	299/97
	COLDWELL BANKER PREVIEWS	  	St. Lucia	  	Coldwell Banker Corporation	  	300/97	  	300/97
	COLDWELL BANKER	  	St. Vincent and the Grenadines	  	Coldwell Banker Corporation	  		  	220/97
	COLDWELL BANKER	  	St. Vincent and the Grenadines	  	Coldwell Banker Corporation	  		  	221/97
	COLDWELL BANKER COMMERCIAL	  	St. Vincent and the Grenadines	  	Coldwell Banker Corporation	  		  	125/98
	COLDWELL BANKER COMMERCIAL CB & Design	  	St. Vincent and the Grenadines	  	Coldwell Banker Corporation	  		  	222/97
	COLDWELL BANKER	  	Suriname	  	Coldwell Banker Corporation	  		  	16176
	COLDWELL BANKER CB & Design	  	Suriname	  	Coldwell Banker Corporation	  		  	16174
	COLDWELL BANKER COMMERCIAL	  	Suriname	  	Coldwell Banker Corporation	  		  	16178
	COLDWELL BANKER PREVIEWS	  	Suriname	  	Coldwell Banker Corporation	  		  	16177
	COLDWELL BANKER	  	Sweden	  	Coldwell Banker Corporation	  	98-2806	  	335804
	COLDWELL BANKER CB & Design	  	Sweden	  	Coldwell Banker Corporation	  	98-2810	  	363103
	COLDWELL BANKER PREVIEWS	  	Sweden	  	Coldwell Banker Corporation	  	98-2807	  	363102
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Sweden	  	Coldwell Banker Corporation	  	004725041	  	004725041
	CB	  	Switzerland	  	Coldwell Banker Corporation	  		  	322480
	COLDWELL BANKER	  	Switzerland	  	Coldwell Banker Corporation	  		  	322319
	COLDWELL BANKER	  	Switzerland	  	Coldwell Banker Corporation	  	2989/1998	  	454943
	COLDWELL BANKER CB & Design	  	Switzerland	  	Coldwell Banker Corporation	  	2987/1998	  	454925
	COLDWELL BANKER COMMERCIAL	  	Switzerland	  	Coldwell Banker Corporation	  	2988/1998	  	454942
	COLDWELL BANKER PREVIEWS	  	Switzerland	  	Coldwell Banker Corporation	  	2990/1998	  	454944
	CB & Design	  	Taiwan	  	Coldwell Banker Corporation	  	81009666	  	49072

  

 26 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Taiwan	  	Coldwell Banker Corporation	  	020887	  	41372
	COLDWELL BANKER & Design	  	Taiwan	  	Coldwell Banker Corporation	  	020889	  	41936
	COLDWELL BANKER CB & Design	  	Taiwan	  	Coldwell Banker Corporation	  	79021407	  	49508
	COLDWELL BANKER COMMERCIAL	  	Taiwan	  	Coldwell Banker Corporation	  	87042618	  	154261
	COLDWELL BANKER PREVIEWS	  	Taiwan	  	Coldwell Banker Corporation	  	87042619	  	154262
	CB & Design	  	Thailand	  	Coldwell Banker Corporation	  	227809	  	Bor 18814
	COLDWELL BANKER	  	Thailand	  	Coldwell Banker Corporation	  	227806	  	Bor 18817
	COLDWELL BANKER	  	Thailand	  	Coldwell Banker Corporation	  	368287	  	Khor97339
	COLDWELL BANKER & Design	  	Thailand	  	Coldwell Banker Corporation	  	179353	  	Khor80061
	COLDWELL BANKER CB & Design	  	Thailand	  	Coldwell Banker Corporation	  	227807	  	Bor 18816
	COLDWELL BANKER COMMERCIAL & Design	  	Thailand	  	Coldwell Banker Corporation	  	178611	  	Khor79278
	COLDWELL BANKER COMMERCIAL & Design	  	Thailand	  	Coldwell Banker Corporation	  	227808	  	Bor 18815
	COLDWELL BANKER PREVIEWS	  	Thailand	  	Coldwell Banker Corporation	  	368288	  	Khor101571
	COLDWELL BANKER PREVIEWS	  	Thailand	  	Coldwell Banker Corporation	  	368289	  	
	COLDWELL BANKER	  	Tonga	  	Coldwell Banker Corporation	  	00184	  	00278
	COLDWELL BANKER CB & Design	  	Tonga	  	Coldwell Banker Corporation	  	00183	  	00277
	COLDWELL BANKER COMMERCIAL	  	Tonga	  	Coldwell Banker Corporation	  	00181	  	00275
	COLDWELL BANKER PREVIEWS	  	Tonga	  	Coldwell Banker Corporation	  	00182	  	00276
	COLDWELL BANKER	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	27277	  	27277
	COLDWELL BANKER	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	27280	  	27280
	COLDWELL BANKER CB & Design	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	27278	  	27278
	COLDWELL BANKER CB & Design	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	27279	  	27279
	COLDWELL BANKER COMMERCIAL	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	28332	  	28332
	COLDWELL BANKER PREVIEWS	  	Trinidad and Tobago	  	Coldwell Banker Corporation	  	27946	  	27946
	COLDWELL BANKER	  	Tunisia	  	Coldwell Banker Corporation	  	EE05.0058	  	
	COLDWELL BANKER CB & Design	  	Tunisia	  	Coldwell Banker Corporation	  	EE05.0057	  	

  

 27 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Tunisia	  	Coldwell Banker Corporation	  	EE05.0779	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Tunisia	  	Coldwell Banker Corporation	  	EE050778	  	
	COLDWELL BANKER	  	Turkey	  	Coldwell Banker Corporation	  	6730	  	187775
	COLDWELL BANKER	  	Turkey	  	Coldwell Banker Corporation	  	6731	  	187815
	COLDWELL BANKER CB & Design	  	Turkey	  	Coldwell Banker Corporation	  	6728	  	185408
	COLDWELL BANKER CB & Design	  	Turkey	  	Coldwell Banker Corporation	  	6729	  	187757
	COLDWELL BANKER COMMERCIAL	  	Turkey	  	Coldwell Banker Corporation	  	12675	  	202490
	COLDWELL BANKER COMMERCIAL	  	Turkey	  	Coldwell Banker Corporation	  	12676	  	202269
	COLDWELL BANKER PREVIEWS	  	Turkey	  	Coldwell Banker Corporation	  	12673	  	205807
	COLDWELL BANKER PREVIEWS	  	Turkey	  	Coldwell Banker Corporation	  	12674	  	200328
	COLDWELL BANKER	  	Turkish Republic of Northern Cyprus	  	Coldwell Banker Corporation	  	7420	  	
	COLDWELL BANKER CB & Design	  	Turkish Republic of Northern Cyprus	  	Coldwell Banker Corporation	  	7422	  	
	COLDWELL BANKER COMMERCIAL	  	Turkish Republic of Northern Cyprus	  	Coldwell Banker Corporation	  	7421	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	Turkish Republic of Northern Cyprus	  	Coldwell Banker Corporation	  	7423	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Turkish Republic of Northern Cyprus	  	Coldwell Banker Corporation	  	7435	  	
	COLDWELL BANKER	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	11494
	COLDWELL BANKER	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	12408
	COLDWELL BANKER CB & Design	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	11495
	COLDWELL BANKER CB & Design	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	12409
	COLDWELL BANKER PREVIEWS	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	12,475
	COLDWELL BANKER PREVIEWS	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  		  	12312
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  	14098	  	14098
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Turks and Caicos Islands	  	Coldwell Banker Corporation	  	14099	  	14099

  

 28 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Tuvalu	  	Coldwell Banker Corporation	  		  	TM854
	COLDWELL BANKER CB & Design	  	Tuvalu	  	Coldwell Banker Corporation	  		  	TM853
	COLDWELL BANKER COMMERCIAL	  	Tuvalu	  	Coldwell Banker Corporation	  		  	TM852
	COLDWELL BANKER PREVIEWS	  	Tuvalu	  	Coldwell Banker Corporation	  		  	TM913
	COLDWELL BANKER	  	Ukraine	  	Coldwell Banker Corporation	  	200511479	  	
	COLDWELL BANKER CB & Design	  	Ukraine	  	Coldwell Banker Corporation	  	200511480	  	
	COLDWELL BANKER COMMERCIAL	  	Ukraine	  	Coldwell Banker Corporation	  	200511481	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	Ukraine	  	Coldwell Banker Corporation	  	200511482	  	
	COLDWELL BANKER	  	United Arab Emirates	  	Coldwell Banker Corporation	  	48337	  	52794
	COLDWELL BANKER CB & Design	  	United Arab Emirates	  	Coldwell Banker Corporation	  	48338	  	52795
	COLDWELL BANKER COMMERCIAL	  	United Arab Emirates	  	Coldwell Banker Corporation	  	48339	  	59487
	COLDWELL BANKER COMMERCIAL CB & Design	  	United Arab Emirates	  	Coldwell Banker Corporation	  	48340	  	59486
	CB & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	1177297	  	1177297
	CB & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	1273339	  	1273339
	CB & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	1422532	  	1422532
	COLDWELL BANKER	  	United Kingdom	  	Coldwell Banker Corporation	  	1273338	  	1273338
	COLDWELL BANKER	  	United Kingdom	  	Coldwell Banker Corporation	  	1346215	  	1346215
	COLDWELL BANKER	  	United Kingdom	  	Coldwell Banker Corporation	  	2185020	  	2185020
	COLDWELL BANKER CB & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	1273340	  	1273340
	COLDWELL BANKER CB & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	2185011	  	2185011
	COLDWELL BANKER COMMERCIAL	  	United Kingdom	  	Coldwell Banker Corporation	  	2185014	  	2185014
	COLDWELL BANKER COMMERCIAL & Design	  	United Kingdom	  	Coldwell Banker Corporation	  	1346216	  	1346216
	COLDWELL BANKER PREVIEWS	  	United Kingdom	  	Coldwell Banker Corporation	  	2150397	  	2150397
	COLDWELL BANKER PREVIEWS	  	United Kingdom	  	Coldwell Banker Corporation	  	2150408	  	2150408
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	United Kingdom	  	Coldwell Banker Corporation	  	004725041	  	004725041
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design (in series)	  	United Kingdom	  	Coldwell Banker Corporation	  	2405562	  	2405562

  

 29 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER	  	Uruguay	  	Coldwell Banker Corporation	  	309085	  	309085
	COLDWELL BANKER CB & Design	  	Uruguay	  	Coldwell Banker Corporation	  	309086	  	309086
	COLDWELL BANKER COMMERCIAL	  	Uruguay	  	Coldwell Banker Corporation	  	309087	  	309087
	COLDWELL BANKER PREVIEWS	  	Uruguay	  	Coldwell Banker Corporation	  	309088	  	309088
	COLDWELL BANKER	  	Vanuatu	  	Coldwell Banker Corporation	  	10311	  	10311
	COLDWELL BANKER COMMERCIAL	  	Vanuatu	  	Coldwell Banker Corporation	  	10312	  	10312
	COLDWELL BANKER	  	Venezuela	  	Coldwell Banker Corporation	  	25462-97	  	209784
	COLDWELL BANKER	  	Venezuela	  	Coldwell Banker Corporation	  	25465-97	  	9130
	COLDWELL BANKER CB & Design	  	Venezuela	  	Coldwell Banker Corporation	  	327-97	  	208476
	COLDWELL BANKER CB & Design	  	Venezuela	  	Coldwell Banker Corporation	  	328-98	  	8947
	COLDWELL BANKER COMMERCIAL	  	Venezuela	  	Coldwell Banker Corporation	  	02-99	  	215483
	COLDWELL BANKER COMMERCIAL	  	Venezuela	  	Coldwell Banker Corporation	  	03-99	  	11041
	COLDWELL BANKER PREVIEWS	  	Venezuela	  	Coldwell Banker Corporation	  	25463-97	  	9309
	COLDWELL BANKER PREVIEWS	  	Venezuela	  	Coldwell Banker Corporation	  	25466-97	  	209785
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Venezuela	  	Coldwell Banker Corporation	  	25344	  	
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	Venezuela	  	Coldwell Banker Corporation	  	25345	  	
	COLDWELL BANKER	  	Viet Nam	  	Coldwell Banker Corporation	  	11559	  	9887
	COLDWELL BANKER CB & Design	  	Viet Nam	  	Coldwell Banker Corporation	  	11560	  	9888
	COLDWELL BANKER COMMERCIAL	  	Viet Nam	  	Coldwell Banker Corporation	  	41501	  	42111
	COLDWELL BANKER PREVIEWS	  	Viet Nam	  	Coldwell Banker Corporation	  	41500	  	43732
	COLDWELL BANKER	  	Virgin Islands (British)	  	Coldwell Banker Corporation	  		  	3169
	COLDWELL BANKER CB & Design	  	Virgin Islands (British)	  	Coldwell Banker Corporation	  		  	3177
	COLDWELL BANKER COMMERCIAL	  	Virgin Islands (British)	  	Coldwell Banker Corporation	  		  	1641
	COLDWELL BANKER PREVIEWS	  	Virgin Islands (British)	  	Coldwell Banker Corporation	  		  	3301
	COLDWELL BANKER	  	Western Samoa	  	Coldwell Banker Corporation	  	3804	  	3804
	COLDWELL BANKER CB & Design	  	Western Samoa	  	Coldwell Banker Corporation	  	3803	  	3803

  

 30 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER COMMERCIAL	  	Western Samoa	  	Coldwell Banker Corporation	  	3801	  	3801
	COLDWELL BANKER PREVIEWS	  	Western Samoa	  	Coldwell Banker Corporation	  	3802	  	3802

  

 31 








 SCHEDULE II 
 Realogy Services Group LLC 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	REALOGY	  	United States	  	Realogy Services Group LLC	  	78810057	  	
	REALOGY	  	United States	  	Realogy Services Group LLC	  	78810142	  	
	REALOGY	  	United States	  	Realogy Services Group LLC	  	78810039	  	
	REALOGY	  	United States	  	Realogy Services Group LLC	  	78810051	  	
	REALOGY (Stylized)	  	United States	  	Realogy Services Group LLC	  	78818200	  	
	REALOGY (Stylized)	  	United States	  	Realogy Services Group LLC	  	78818186	  	
	REALOGY (Stylized)	  	United States	  	Realogy Services Group LLC	  	78818197	  	
	REALOGY (Stylized)	  	United States	  	Realogy Services Group LLC	  	78818203	  	
	REALOGY: THE BUSINESS OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78842043	  	
	REALOGY: THE BUSINESS OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78842038	  	
	REALOGY: THE BUSINESS OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78842046	  	
	REALOGY: THE BUSINESS OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78849192	  	
	THE ART OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78811352	  	
	THE ART OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78811453	  	
	THE ART OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78811469	  	
	THE ART OF REAL ESTATE	  	United States	  	Realogy Services Group LLC	  	78811324	  	








 SCHEDULE II 
 Cotton Real Estate, Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CAPE COD STYLE	  	United States	  	COTTON REAL ESTATE, INC.	  	76410655	  	2971401
	COTTON REAL ESTATE	  	United States	  	COTTON REAL ESTATE, INC.	  	78181435	  	2771791
	A REAL ESTATE OF MIND	  	United States	  	COTTON REAL ESTATE, INC.	  	78192825	  	2846759
	CAPE COD STYLE	  	United States	  	COTTON REAL ESTATE, INC.	  	76410657	  	2736246








 SCHEDULE II 
 ERA Franchise Systems, Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA	  	Albania	  	ERA Franchise Systems, Inc.	  	AL-M-05-00413	  	10841
	ERA & New House Design	  	Albania	  	ERA Franchise Systems, Inc.	  	AL-M-05-00415	  	10843
	ERA	  	Algeria	  	ERA Franchise Systems, Inc.	  	051197	  	069735
	ERA & New House Design (black on white)	  	Algeria	  	ERA Franchise Systems, Inc.	  	051198	  	069736
	ERA	  	Andorra	  	ERA Franchise Systems, Inc.	  	20920	  	22553
	ERA & New House Design (black on white)	  	Andorra	  	ERA Franchise Systems, Inc.	  	20921	  	22557
	ERA & New House Design (color)	  	Andorra	  	ERA Franchise Systems, Inc.	  	20932	  	22635
	ERA & New House Design (series of 3)	  	Anguilla	  	ERA Franchise Systems, Inc.	  	3012	  	3012
	ERA	  	Antigua and Barbuda	  	ERA Franchise Systems, Inc.	  	1978	  	1978
	ERA & New House Design	  	Antigua and Barbuda	  	ERA Franchise Systems, Inc.	  	1981	  	1981
	ERA	  	Argentina	  	ERA Franchise Systems, Inc.	  	2730940	  	
	ERA	  	Argentina	  	ERA Franchise Systems, Inc.	  	2730941	  	
	ERA & New House Design	  	Argentina	  	ERA Franchise Systems, Inc.	  	2730942	  	
	ERA & New House Design	  	Argentina	  	ERA Franchise Systems, Inc.	  	2730943	  	
	ERA	  	Aruba	  	ERA Franchise Systems, Inc.	  	IM980420.28	  	19134
	ERA & New House Design	  	Aruba	  	ERA Franchise Systems, Inc.	  	IM980420.27	  	19133
	ERA	  	Australia	  	ERA Franchise Systems, Inc.	  	389378	  	389378
	ERA	  	Australia	  	ERA Franchise Systems, Inc.	  	613949	  	613949
	ERA	  	Australia	  	ERA Franchise Systems, Inc.	  	614060	  	614060
	ERA & New House Design (series of 2)	  	Australia	  	ERA Franchise Systems, Inc.	  	734308	  	734308
	ERA & Old House, Circle Design	  	Australia	  	ERA Franchise Systems, Inc.	  	328034	  	328034
	ERA & Old House, Circle Design	  	Australia	  	ERA Franchise Systems, Inc.	  	389379	  	389379
	ERA & Old House, Circle Design	  	Australia	  	ERA Franchise Systems, Inc.	  	614146	  	614146

  

 1 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & Old House, Circle Design	  	Australia	  	ERA Franchise Systems, Inc.	  	614147	  	614147
	TEAM ERA	  	Australia	  	ERA Franchise Systems, Inc.	  	613952	  	613952
	TEAM ERA	  	Australia	  	ERA Franchise Systems, Inc.	  	613953	  	613953
	ERA & New House Design	  	Austria	  	ERA Franchise Systems, Inc.	  	4684/97	  	172178
	ERA	  	Bahamas	  	ERA Franchise Systems, Inc.	  	20611	  	20611
	ERA & Design	  	Bahamas	  	ERA Franchise Systems, Inc.	  	20596	  	20596
	ERA	  	Bahrain	  	ERA Franchise Systems, Inc.	  	42829	  	
	ERA	  	Bahrain	  	ERA Franchise Systems, Inc.	  	42830	  	
	ERA & New House Design (color)	  	Bahrain	  	ERA Franchise Systems, Inc.	  	42831	  	
	ERA & New House Design (color)	  	Bahrain	  	ERA Franchise Systems, Inc.	  	42832	  	
	ERA	  	Barbados	  	ERA Franchise Systems, Inc.	  	NA	  	8113157
	ERA	  	Barbados	  	ERA Franchise Systems, Inc.	  	NA	  	81/13156
	ERA & New House Design (black on white)	  	Barbados	  	ERA Franchise Systems, Inc.	  	NA	  	8113154
	ERA & New House Design (black on white)	  	Barbados	  	ERA Franchise Systems, Inc.	  	NA	  	81/13155
	ERA	  	Belize	  	ERA Franchise Systems, Inc.	  	3175.05	  	3175.05
	ERA & New House Design (black on white)	  	Belize	  	ERA Franchise Systems, Inc.	  	3174.05	  	3174.05
	AMSTERDAM ERA MAKELAARS	  	Benelux	  	ERA Franchise Systems, Inc.	  	1109584	  	799660
	ERA & New House Design (white on black)	  	Benelux	  	ERA Franchise Systems, Inc.	  	888757	  	607767
	ERA & Old House, Circle Design	  	Benelux	  	ERA Franchise Systems, Inc.	  	767096	  	506289
	ERA & Sign & Post Design	  	Benelux	  	ERA Franchise Systems, Inc.	  	618741	  	618741
	ERA AMSTERDAM	  	Benelux	  	ERA Franchise Systems, Inc.	  	1109585	  	799661
	ERA MAKELAAR OPEN HUIZEN ROUTE & Design	  	Benelux	  	ERA Franchise Systems, Inc.	  	1067707	  	766494
	ERA MAKELAARS AMSTERDAM	  	Benelux	  	ERA Franchise Systems, Inc.	  	1109265	  	811386
	ERA	  	Bermuda	  	ERA Franchise Systems, Inc.	  	34365	  	34565
	ERA & New House Design (black on white)	  	Bermuda	  	ERA Franchise Systems, Inc.	  	34366	  	34366
	ERA	  	Bosnia and Herzegovina	  	ERA Franchise Systems, Inc.	  	BAZ059324A	  	

  

 2 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & New House Design	  	Bosnia and Herzegovina	  	ERA Franchise Systems, Inc.	  	BAZ059323A	  	
	ERA & Design	  	Brazil	  	ERA Franchise Systems, Inc.	  	819488011	  	819488011
	ERA & New House Design (black on white)	  	Brunei Darussalam	  	ERA Franchise Systems, Inc.	  	BRU/28160	  	25588
	ERA	  	Bulgaria	  	ERA Franchise Systems, Inc.	  	82714	  	
	ERA & New House Design (black on white)	  	Bulgaria	  	ERA Franchise Systems, Inc.	  	82715	  	
	ERA & New House Design (color)	  	Bulgaria	  	ERA Franchise Systems, Inc.	  	82716	  	
	ERA	  	Cambodia	  	ERA Franchise Systems, Inc.	  	13156	  	12854
	ERA	  	Cambodia	  	ERA Franchise Systems, Inc.	  	13157	  	12855
	ERA & New House Design	  	Cambodia	  	ERA Franchise Systems, Inc.	  	12606	  	12665
	ERA & New House Design	  	Cambodia	  	ERA Franchise Systems, Inc.	  	12607	  	12666
	ERA	  	Canada	  	ERA Franchise Systems, Inc.	  	502174	  	297534
	ERA	  	Canada	  	ERA Franchise Systems, Inc.	  	505554	  	289140
	ERA & New House Design	  	Canada	  	ERA Franchise Systems, Inc.	  	1277797	  	
	ERA & Old House, Circle Design	  	Canada	  	ERA Franchise Systems, Inc.	  	408381	  	249498
	ERA & Old House, Circle Design	  	Canada	  	ERA Franchise Systems, Inc.	  	505555	  	296842
	ERA	  	Cayman Islands	  	ERA Franchise Systems, Inc.	  		  	1584675
	ERA & New House Design (series of 3)	  	Cayman Islands	  	ERA Franchise Systems, Inc.	  		  	2132336
	ERA	  	China (Peoples Republic)	  	ERA Franchise Systems, Inc.	  	9900119491	  	1512620
	ERA & New House Design (black on white)	  	China (Peoples Republic)	  	ERA Franchise Systems, Inc.	  	9900119489	  	1512612
	ERA (new house design)	  	China (Peoples Republic)	  	ERA Franchise Systems, Inc.	  	9900119490	  	1487627
	ERA	  	Colombia	  	ERA Franchise Systems, Inc.	  	01 00174	  	285870
	ERA	  	Colombia	  	ERA Franchise Systems, Inc.	  	95 41908	  	287103
	ERA & New House Design (black on white)	  	Colombia	  	ERA Franchise Systems, Inc.	  	98 0511	  	275576
	ERA & New House Design (black on white)	  	Colombia	  	ERA Franchise Systems, Inc.	  	98 22226	  	275305
	ERA & Old House, Circle Design	  	Colombia	  	ERA Franchise Systems, Inc.	  	95 41907	  	292845
	ERA	  	Costa Rica	  	ERA Franchise Systems, Inc.	  	80449	  	80449

  

 3 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA	  	Costa Rica	  	ERA Franchise Systems, Inc.	  	80451	  	80451
	ERA & Old House, Circle Design	  	Costa Rica	  	ERA Franchise Systems, Inc.	  	80450	  	80450
	ERA REAL ESTATE & New House Design (in color)	  	Costa Rica	  	ERA Franchise Systems, Inc.	  	2002-006229	  	138005
	ERA	  	Croatia	  	ERA Franchise Systems, Inc.	  	20051765	  	20051765
	ERA & New House Design	  	Croatia	  	ERA Franchise Systems, Inc.	  	20051766	  	20051766
	ERA	  	Cuba	  	ERA Franchise Systems, Inc.	  	985/98	  	127447
	ERA	  	Cuba	  	ERA Franchise Systems, Inc.	  	986/98	  	127452
	ERA (new design)	  	Cuba	  	ERA Franchise Systems, Inc.	  	987/98	  	127453
	ERA (new design)	  	Cuba	  	ERA Franchise Systems, Inc.	  	988/98	  	127458
	ERA & New House Design	  	Czech Republic	  	ERA Franchise Systems, Inc.	  	145439	  	227727
	ERA	  	Denmark	  	ERA Franchise Systems, Inc.	  	01389/98	  	2000 0031
	ERA & New House Design	  	Denmark	  	ERA Franchise Systems, Inc.	  	01390/98	  	2000 0032
	ERA	  	Dominica	  	ERA Franchise Systems, Inc.	  	99181888	  	93/98
	ERA & Design (new design)	  	Dominica	  	ERA Franchise Systems, Inc.	  	99181887	  	92/98
	ERA	  	Dominican Republic	  	ERA Franchise Systems, Inc.	  		  	98235
	ERA	  	Dominican Republic	  	ERA Franchise Systems, Inc.	  	98036562	  	99422
	ERA & N. Design	  	Dominican Republic	  	ERA Franchise Systems, Inc.	  	98036563	  	99417
	ERA (and design)	  	Dominican Republic	  	ERA Franchise Systems, Inc.	  		  	98236
	ERA	  	Ecuador	  	ERA Franchise Systems, Inc.	  	58777	  	30597
	ERA	  	Ecuador	  	ERA Franchise Systems, Inc.	  	58780	  	30697
	ERA & New House Design	  	Ecuador	  	ERA Franchise Systems, Inc.	  	180790	  	
	ERA & New House Design	  	Ecuador	  	ERA Franchise Systems, Inc.	  	180791	  	
	ERA & Old House Design	  	Ecuador	  	ERA Franchise Systems, Inc.	  	58776	  	30497
	ERA & Old House Design	  	Ecuador	  	ERA Franchise Systems, Inc.	  	58779	  	72097
	ERA	  	Egypt	  	ERA Franchise Systems, Inc.	  	161968	  	
	ERA	  	Egypt	  	ERA Franchise Systems, Inc.	  	161969	  	

  

 4 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & New House Design	  	Egypt	  	ERA Franchise Systems, Inc.	  	161970	  	
	ERA & New House Design	  	Egypt	  	ERA Franchise Systems, Inc.	  	161971	  	
	ERA	  	El Salvador	  	ERA Franchise Systems, Inc.	  	20050065387	  	
	ERA	  	El Salvador	  	ERA Franchise Systems, Inc.	  	20050065390	  	94 Book 52
	ERA & New House Design (black on white)	  	El Salvador	  	ERA Franchise Systems, Inc.	  	20050065383	  	
	ERA & New House Design (black on white)	  	El Salvador	  	ERA Franchise Systems, Inc.	  	20050065384	  	87 Book 52
	ERA	  	European Community	  	ERA Franchise Systems, Inc.	  	4575379	  	
	ERA	  	European Community	  	ERA Franchise Systems, Inc.	  	538421	  	538421
	ERA & New House Design (color)	  	European Community	  	ERA Franchise Systems, Inc.	  	4575361	  	
	ERA & New House Design (white on black)	  	European Community	  	ERA Franchise Systems, Inc.	  	782995	  	782995
	ERA	  	Finland	  	ERA Franchise Systems, Inc.	  	T199800268	  	219819
	ERA & New House Design	  	Finland	  	ERA Franchise Systems, Inc.	  	T199800269	  	219820
	ERA & New House Design (black on white)	  	France	  	ERA Franchise Systems, Inc.	  	97686901	  	97686901
	ERA & New House Design (color)	  	France	  	ERA Franchise Systems, Inc.	  	97686900	  	97686900
	ERA & New House Design (white on black)	  	France	  	ERA Franchise Systems, Inc.	  	97667132	  	97667132
	ERA & New House Design	  	Germany	  	ERA Franchise Systems, Inc.	  	39721035.3	  	39721035
	ERA & Old House, Circle Design	  	Germany	  	ERA Franchise Systems, Inc.	  	E20240/36 Wz	  	994162
	ERA	  	Gibraltar	  	ERA Franchise Systems, Inc.	  	9332	  	9332
	ERA & New House Design (series of 3)	  	Gibraltar	  	ERA Franchise Systems, Inc.	  	9331	  	9331
	ERA	  	Greece	  	ERA Franchise Systems, Inc.	  	136042	  	136042/98
	ERA (and design)	  	Greece	  	ERA Franchise Systems, Inc.	  	136043	  	136043/98
	ERA	  	Grenada	  	ERA Franchise Systems, Inc.	  	87/1998	  	87/1998
	ERA & New House Design	  	Grenada	  	ERA Franchise Systems, Inc.	  	88/1998	  	88/1998
	ERA	  	Guatemala	  	ERA Franchise Systems, Inc.	  	4150	  	141018
	ERA	  	Guatemala	  	ERA Franchise Systems, Inc.	  	4152	  	
	ERA & New House Design (black on white)	  	Guatemala	  	ERA Franchise Systems, Inc.	  	4148	  	

  

 5 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & New House Design (black on white)	  	Guatemala	  	ERA Franchise Systems, Inc.	  	4149	  	140849
	ERA	  	Haiti	  	ERA Franchise Systems, Inc.	  	371-T	  	248 Reg. 115
	ERA	  	Haiti	  	ERA Franchise Systems, Inc.	  	372-T	  	249 Reg. 115
	ERA & New House Design	  	Haiti	  	ERA Franchise Systems, Inc.	  	373-T	  	160 Reg. 118
	ERA & New House Design	  	Haiti	  	ERA Franchise Systems, Inc.	  	374-T	  	161 Reg. 118
	ERA	  	Honduras	  	ERA Franchise Systems, Inc.	  	4726/98	  	5057
	ERA	  	Honduras	  	ERA Franchise Systems, Inc.	  	4727/98	  	
	ERA & Design	  	Honduras	  	ERA Franchise Systems, Inc.	  	4610/98	  	5068
	ERA & New House Design (black on white)	  	Honduras	  	ERA Franchise Systems, Inc.	  	4614/98	  	
	ERA & Design	  	Hong Kong	  	ERA Franchise Systems, Inc.	  	14652/92	  	4256/95
	ERA & New House Design (black on white)	  	Hong Kong	  	ERA Franchise Systems, Inc.	  	3804/97	  	199901582
	ERA & New House Design (series of 2)	  	Hong Kong	  	ERA Franchise Systems, Inc.	  	7896/97	  	199810953
	ERA	  	India	  	ERA Franchise Systems, Inc.	  	1290397	  	1290397
	ERA & New House Design	  	India	  	ERA Franchise Systems, Inc.	  		  	32107
	ERA & New House Design	  	India	  	ERA Franchise Systems, Inc.	  	01309561	  	1309561
	ERA	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14416	  	IDM000048946
	ERA	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14417	  	IDM000048950
	ERA	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14418	  	IDM000048951
	ERA	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14419	  	IDM000048952
	ERA & New House Design (color)	  	Indonesia	  	ERA Franchise Systems, Inc.	  	11737	  	432455
	ERA & Old House, Circle Design	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14420	  	IDM000048948
	ERA & Old House, Circle Design	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14421	  	IDM000046993
	ERA & Old House, Circle Design	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14422	  	IDM000048949
	ERA & Old House, Circle Design	  	Indonesia	  	ERA Franchise Systems, Inc.	  	14423	  	IDM000048947
	ERA & Old House, Circle Design	  	Indonesia	  	ERA Franchise Systems, Inc.	  	168861	  	IDM000042824
	ERA	  	Ireland	  	ERA Franchise Systems, Inc.	  	98/1442	  	213581

  

 6 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA (and design)	  	Ireland	  	ERA Franchise Systems, Inc.	  	98/1443	  	213604
	ERA	  	Israel	  	ERA Franchise Systems, Inc.	  	106137	  	106137
	ERA & New House Design (black on white)	  	Israel	  	ERA Franchise Systems, Inc.	  	112398	  	112398
	ERA & New House Design (white on black)	  	Italy	  	ERA Franchise Systems, Inc.	  	RM97C004101	  	783703
	ERA & Old House, Circle Design	  	Italy	  	ERA Franchise Systems, Inc.	  	RM91C002238	  	612993
	ERA	  	Jamaica	  	ERA Franchise Systems, Inc.	  	162603	  	36774
	ERA	  	Jamaica	  	ERA Franchise Systems, Inc.	  	41297	  	41297
	ERA & Design	  	Jamaica	  	ERA Franchise Systems, Inc.	  	162604	  	36783
	ERA	  	Japan	  	ERA Franchise Systems, Inc.	  	88513/93	  	3337980
	ERA	  	Japan	  	ERA Franchise Systems, Inc.	  	88514/1993	  	3287800
	ERA & Design (new design)	  	Japan	  	ERA Franchise Systems, Inc.	  	28049/1997	  	4240288
	ERA	  	Jordan	  	ERA Franchise Systems, Inc.	  	79187	  	79187
	ERA	  	Jordan	  	ERA Franchise Systems, Inc.	  	79188	  	79188
	ERA & New House Design	  	Jordan	  	ERA Franchise Systems, Inc.	  	79191	  	79191
	ERA & New House Design	  	Jordan	  	ERA Franchise Systems, Inc.	  	79192	  	79192
		  		  		  		  	
	ERA & New House Design (color)	  	Korea, Republic of	  	ERA Franchise Systems, Inc.	  	11635/97	  	50945
	ERA	  	Kuwait	  	ERA Franchise Systems, Inc.	  	70260	  	59155
	ERA	  	Kuwait	  	ERA Franchise Systems, Inc.	  	72481	  	61063
	ERA & New House Design	  	Kuwait	  	ERA Franchise Systems, Inc.	  	70261	  	59156
	ERA & New House Design	  	Kuwait	  	ERA Franchise Systems, Inc.	  	72482	  	61064
	ERA & New House Design (black on white)	  	Latvia	  	ERA Franchise Systems, Inc.	  	M-99-1240	  	M47 436
	ERA	  	Lebanon	  	ERA Franchise Systems, Inc.	  	95533	  	95533
	ERA & New House Design	  	Lebanon	  	ERA Franchise Systems, Inc.	  	95534	  	95534
	ERA	  	Libya	  	ERA Franchise Systems, Inc.	  	5186	  	
	ERA	  	Libya	  	ERA Franchise Systems, Inc.	  	5187	  	
	ERA & New House Design	  	Libya	  	ERA Franchise Systems, Inc.	  	5188	  	

  

 7 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & New House Design	  	Libya	  	ERA Franchise Systems, Inc.	  	5189	  	
	ERA	  	Liechtenstein	  	ERA Franchise Systems, Inc.	  	013766	  	13766
	ERA & New House Design	  	Liechtenstein	  	ERA Franchise Systems, Inc.	  	013767	  	13767
	ERA & New House Design (black on white)	  	Lithuania	  	ERA Franchise Systems, Inc.	  	99-1695	  	40601
	ERA	  	Macedonia	  	ERA Franchise Systems, Inc.	  	2005/928	  	
	ERA & New House Design	  	Macedonia	  	ERA Franchise Systems, Inc.	  	2005/931	  	
	ERA & New House Design	  	Malaysia	  	ERA Franchise Systems, Inc.	  	99/226	  	99000226
	ERA & New House Design (black on white)	  	Malaysia	  	ERA Franchise Systems, Inc.	  	97012663	  	97012663
	ERA & Old House, Circle Design	  	Malaysia	  	ERA Franchise Systems, Inc.	  	91/1152	  	91/1152
	ERA Old House, Circle Design	  	Malaysia	  	ERA Franchise Systems, Inc.	  	M91025	  	91025
	ERA	  	Mexico	  	ERA Franchise Systems, Inc.	  	796171	  	
	ERA	  	Mexico	  	ERA Franchise Systems, Inc.	  	796173	  	
	ERA & New House Design (black on white)	  	Mexico	  	ERA Franchise Systems, Inc.	  	303572	  	561277
	ERA & New House Design (black on white)	  	Mexico	  	ERA Franchise Systems, Inc.	  	796172	  	
	ERA & New House Design (black on white)	  	Mexico	  	ERA Franchise Systems, Inc.	  	837793	  	
	ERA & New House Design	  	Monaco	  	ERA Franchise Systems, Inc.	  	021010	  	9920833
	ERA	  	Montserrat	  	ERA Franchise Systems, Inc.	  		  	1463
	ERA & Design	  	Montserrat	  	ERA Franchise Systems, Inc.	  		  	
	ERA	  	Morocco	  	ERA Franchise Systems, Inc.	  	92690	  	92690
	ERA	  	Morocco	  	ERA Franchise Systems, Inc.	  	92691	  	92691
	ERA	  	Morocco	  	ERA Franchise Systems, Inc.	  	95010	  	95010
	ERA	  	Morocco	  	ERA Franchise Systems, Inc.	  	95011	  	95011
	ERA & New House Design (color)	  	Morocco	  	ERA Franchise Systems, Inc.	  	92692	  	92692
	ERA & New House Design (color)	  	Morocco	  	ERA Franchise Systems, Inc.	  	92693	  	92693
	ERA & New House Design (color)	  	Morocco	  	ERA Franchise Systems, Inc.	  	95012	  	95012
	ERA & New House Design (color)	  	Morocco	  	ERA Franchise Systems, Inc.	  	95013	  	95013

  

 8 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA	  	Myanmar	  	ERA Franchise Systems, Inc.	  	4/23/2000	  	4/23/2000
	ERA	  	Myanmar	  	ERA Franchise Systems, Inc.	  	4/23/2000	  	4/23/2000
	ERA (and design)	  	Myanmar	  	ERA Franchise Systems, Inc.	  	4/22/2000	  	4/22/2000
	ERA (and design)	  	Myanmar	  	ERA Franchise Systems, Inc.	  	4/22/2000	  	4/22/2000
	ERA	  	Netherlands Antilles	  	ERA Franchise Systems, Inc.	  	20771	  	20771
	ERA & New House Design	  	Netherlands Antilles	  	ERA Franchise Systems, Inc.	  	20779	  	20779
	ERA	  	New Zealand	  	ERA Franchise Systems, Inc.	  	126136	  	126136
	ERA	  	New Zealand	  	ERA Franchise Systems, Inc.	  	192008	  	A192008
	ERA & N. Design, series of 3	  	New Zealand	  	ERA Franchise Systems, Inc.	  	276680	  	276680
	ERA	  	Nicaragua	  	ERA Franchise Systems, Inc.	  	2005-01929	  	0600601
	ERA & New House Design (black on white)	  	Nicaragua	  	ERA Franchise Systems, Inc.	  	2005-01930	  	0600600
	ERA	  	Norway	  	ERA Franchise Systems, Inc.	  	98.00537	  	194678
	ERA & New House Design (black on white)	  	Norway	  	ERA Franchise Systems, Inc.	  	98.00538	  	196289
	ERA (design)	  	Norway	  	ERA Franchise Systems, Inc.	  	199907703	  	203264
	ERA	  	Oman	  	ERA Franchise Systems, Inc.	  	36887	  	
	ERA	  	Oman	  	ERA Franchise Systems, Inc.	  	36888	  	36888
	ERA & New House Design (black on white)	  	Oman	  	ERA Franchise Systems, Inc.	  	36889	  	36889
	ERA & New House Design (black on white)	  	Oman	  	ERA Franchise Systems, Inc.	  	36890	  	36890
	ERA	  	Panama	  	ERA Franchise Systems, Inc.	  	143044	  	143044
	ERA	  	Panama	  	ERA Franchise Systems, Inc.	  	143045	  	143045
	ERA & New House Design (color)	  	Panama	  	ERA Franchise Systems, Inc.	  	143046	  	143046
	ERA & New House Design (color)	  	Panama	  	ERA Franchise Systems, Inc.	  	143048	  	143048
	ERA	  	Papua New Guinea	  	ERA Franchise Systems, Inc.	  	A62360	  	A62,360
	ERA	  	Papua New Guinea	  	ERA Franchise Systems, Inc.	  	A62361	  	A62,361
	ERA (and design)	  	Papua New Guinea	  	ERA Franchise Systems, Inc.	  	A62362	  	A62,362
	ERA (and design)	  	Papua New Guinea	  	ERA Franchise Systems, Inc.	  	A62363	  	A62,363

  

 9 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & New House Design (black on white)	  	Philippines	  	ERA Franchise Systems, Inc.	  	120853	  	120853
	ERA	  	Poland	  	ERA Franchise Systems, Inc.	  	Z-197068	  	137441
	ERA & New House Design	  	Poland	  	ERA Franchise Systems, Inc.	  	Z-197067	  	137440
		  		  		  		  	
	ERA & New House Design (black on white)	  	Portugal	  	ERA Franchise Systems, Inc.	  	325827	  	325827
	ERA	  	Puerto Rico	  	ERA Franchise Systems, Inc.	  		  	43022
	ERA	  	Puerto Rico	  	ERA Franchise Systems, Inc.	  		  	43021
	ERA & New House Design	  	Puerto Rico	  	ERA Franchise Systems, Inc.	  		  	43023
	ERA & New House Design	  	Puerto Rico	  	ERA Franchise Systems, Inc.	  		  	43025
	ERA	  	Qatar	  	ERA Franchise Systems, Inc.	  	32846	  	
	ERA	  	Qatar	  	ERA Franchise Systems, Inc.	  	32847	  	
	ERA & New House Design	  	Qatar	  	ERA Franchise Systems, Inc.	  	32848	  	
	ERA & New House Design	  	Qatar	  	ERA Franchise Systems, Inc.	  	32849	  	
	ERA	  	Romania	  	ERA Franchise Systems, Inc.	  	M2005 11899	  	71512
	ERA & New House Design	  	Romania	  	ERA Franchise Systems, Inc.	  	M2005 11900	  	71513
	ERA & New House Design	  	Russian Federation	  	ERA Franchise Systems, Inc.	  	2006725599	  	
	ERA (in Cyrillic)	  	Russian Federation	  	ERA Franchise Systems, Inc.	  	2005720989	  	
	ERA (New House Design)	  	Russian Federation	  	ERA Franchise Systems, Inc.	  	2005720988	  	314603
	ERA	  	Saudi Arabia	  	ERA Franchise Systems, Inc.	  	95698	  	
	ERA	  	Saudi Arabia	  	ERA Franchise Systems, Inc.	  	95699	  	
	ERA & New House Design	  	Saudi Arabia	  	ERA Franchise Systems, Inc.	  	95700	  	
	ERA & New House Design	  	Saudi Arabia	  	ERA Franchise Systems, Inc.	  	95701	  	
	ERA	  	Serbia	  	ERA Franchise Systems, Inc.	  	1564	  	
	ERA & New House Design	  	Serbia	  	ERA Franchise Systems, Inc.	  	1563	  	
	ERA & New House Design (series of 3)	  	Singapore	  	ERA Franchise Systems, Inc.	  	T97/10483H	  	T97/10483H
	ERA & Old House Design	  	Singapore	  	ERA Franchise Systems, Inc.	  	S8047/91	  	8047/91
	ERA & Design (new design)	  	Slovakia	  	ERA Franchise Systems, Inc.	  	1541/2000	  	196635

  

 10 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & Design	  	South Africa	  	ERA Franchise Systems, Inc.	  	81/4136	  	81/4136
	ERA & Design	  	South Africa	  	ERA Franchise Systems, Inc.	  	90/1483	  	90/1483
	ERA & Design (old design)	  	South Africa	  	ERA Franchise Systems, Inc.	  	89/6989	  	89/6989
	ERA & New House Design (black on white)	  	South Africa	  	ERA Franchise Systems, Inc.	  	9707024	  	9707024
	ERA & New House Design (color)	  	South Africa	  	ERA Franchise Systems, Inc.	  	9707023	  	9707023
	ERA & New House Design (color)	  	Spain	  	ERA Franchise Systems, Inc.	  	2093058	  	2093058
	ERA & New House Design (white on black)	  	Spain	  	ERA Franchise Systems, Inc.	  	2093057	  	2093057
	SIEMPRE AHI PARA TI	  	Spain	  	ERA Franchise Systems, Inc.	  		  	2,286,011/8
	ERA	  	St. Kitts and Nevis	  	ERA Franchise Systems, Inc.	  	S97	  	97
	ERA & Design	  	St. Kitts and Nevis	  	ERA Franchise Systems, Inc.	  	S96	  	96
	ERA	  	St. Lucia	  	ERA Franchise Systems, Inc.	  	118/1998	  	118/98
	ERA	  	St. Lucia	  	ERA Franchise Systems, Inc.	  	119/1998	  	119/98
	ERA & Design (new design)	  	St. Lucia	  	ERA Franchise Systems, Inc.	  	116/1998	  	116/98
	ERA & Design (new design)	  	St. Lucia	  	ERA Franchise Systems, Inc.	  	117/1998	  	117/98
	ERA	  	St. Vincent and the Grenadines	  	ERA Franchise Systems, Inc.	  	236/2006	  	
	ERA & New House Design (series of 3)	  	St. Vincent and the Grenadines	  	ERA Franchise Systems, Inc.	  		  	129 OF 1998
	ERA	  	Sweden	  	ERA Franchise Systems, Inc.	  	95-04899	  	308825
	ERA	  	Switzerland	  	ERA Franchise Systems, Inc.	  	54080/2003	  	515800
	ERA	  	Switzerland	  	ERA Franchise Systems, Inc.	  	5587/91	  	399265
	ERA & New House Design	  	Switzerland	  	ERA Franchise Systems, Inc.	  	01739/2001	  	486736
	ERA & New House Design	  	Switzerland	  	ERA Franchise Systems, Inc.	  	54079/2003	  	515779
	ERA	  	Taiwan	  	ERA Franchise Systems, Inc.	  	79-46327	  	51875
	ERA & New House Design (white on black)	  	Taiwan	  	ERA Franchise Systems, Inc.	  	86025221	  	100963
	ERA	  	Tangier	  	ERA Franchise Systems, Inc.	  	32105	  	
	ERA	  	Tangier	  	ERA Franchise Systems, Inc.	  	32106	  	
	ERA & Design	  	Tangier	  	ERA Franchise Systems, Inc.	  	32107	  	

  

 11 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA & Design	  	Tangier	  	ERA Franchise Systems, Inc.	  	32108	  	
	ERA & New House Design (black on white)	  	Thailand	  	ERA Franchise Systems, Inc.	  	335635	  	Bor6378
	ERA	  	Trinidad and Tobago	  	ERA Franchise Systems, Inc.	  	28261	  	
	ERA & Design (new/b&w)	  	Trinidad and Tobago	  	ERA Franchise Systems, Inc.	  	28262	  	28262
	ERA	  	Tunisia	  	ERA Franchise Systems, Inc.	  	EE042636	  	
	ERA REAL ESTATE & New House Design	  	Tunisia	  	ERA Franchise Systems, Inc.	  	EE042637	  	
	ERA	  	Turkey	  	ERA Franchise Systems, Inc.	  	50587	  	50587
	ERA	  	Turkey	  	ERA Franchise Systems, Inc.	  	61342	  	
	ERA & New House Design	  	Turkey	  	ERA Franchise Systems, Inc.	  	50588	  	50588
	ERA & New House Design	  	Turkey	  	ERA Franchise Systems, Inc.	  	61343	  	
	ERA GRUP and Design	  	Turkey	  	ERA Franchise Systems, Inc.	  	2002/35722	  	2002/35722
	ERA	  	Turks and Caicos Islands	  	ERA Franchise Systems, Inc.	  		  	11691
	ERA	  	Turks and Caicos Islands	  	ERA Franchise Systems, Inc.	  	12413	  	12413
	ERA & Design (new/b&w)	  	Turks and Caicos Islands	  	ERA Franchise Systems, Inc.	  	12414	  	12414
	ERA (new house design)	  	Turks and Caicos Islands	  	ERA Franchise Systems, Inc.	  	10602	  	11798
	ERA	  	United Arab Emirates	  	ERA Franchise Systems, Inc.	  	56947	  	48035
	ERA	  	United Arab Emirates	  	ERA Franchise Systems, Inc.	  	56948	  	48034
	ERA & New House Design	  	United Arab Emirates	  	ERA Franchise Systems, Inc.	  	56782	  	48033
	ERA & New House Design	  	United Arab Emirates	  	ERA Franchise Systems, Inc.	  	56783	  	48078
	ERA	  	United Kingdom	  	ERA Franchise Systems, Inc.	  	1584675	  	1584675
	ERA	  	United Kingdom	  	ERA Franchise Systems, Inc.	  	2165216	  	2165216
	ERA & New House Design (color)	  	United Kingdom	  	ERA Franchise Systems, Inc.	  	2393362	  	2393362
	ERA & New House Design (series of 3)	  	United Kingdom	  	ERA Franchise Systems, Inc.	  	2132336	  	2132336
	ERA & Old House, Circle Design	  	United Kingdom	  	ERA Franchise Systems, Inc.	  	1430366	  	1430366
	ERA & Design	  	Uruguay	  	ERA Franchise Systems, Inc.	  	288730	  	288730
	ERA- ELECTRONIC REALTY ASSOCIATES	  	Uruguay	  	ERA Franchise Systems, Inc.	  	251848	  	251848

  

 12 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ERA	  	Viet Nam	  	ERA Franchise Systems, Inc.	  	43364	  	38625
	ERA & New House Design (black on white)	  	Viet Nam	  	ERA Franchise Systems, Inc.	  	43365	  	38627
	ERA	  	Virgin Islands (British)	  	ERA Franchise Systems, Inc.	  	1684	  	1684
	ERA & New House Design (series of 3)	  	Virgin Islands (British)	  	ERA Franchise Systems, Inc.	  	1685	  	1685

  

 13 








 SCHEDULE II 
 Oncor International LLC 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	ONCOR	  	Austria	  	ONCOR INTERNATIONAL LLC	  	AM1732/91	  	138698
	ONCOR	  	Benelux	  	ONCOR INTERNATIONAL LLC	  	0762072	  	494820
	ONCOR	  	Canada	  	ONCOR INTERNATIONAL LLC	  	0679560	  	TMA402851
	ONCOR	  	Denmark	  	ONCOR INTERNATIONAL LLC	  	VA025851991	  	VR 1992-2228
	ONCOR	  	France	  	ONCOR INTERNATIONAL LLC	  	279319	  	1654955
	ONCOR	  	Germany	  	ONCOR INTERNATIONAL LLC	  	014895/36	  	2014339
	ONCOR	  	Spain	  	ONCOR INTERNATIONAL LLC	  	1629294	  	1690794
	ONCOR	  	Switzerland	  	ONCOR INTERNATIONAL LLC	  	51639/2007	  	
	ONCOR	  	United Kingdom	  	ONCOR INTERNATIONAL LLC	  	1460939	  	1460939
	ONCOR	  	United States	  	ONCOR INTERNATIONAL LLC	  	74106241	  	1702621
	ONCOR INTERNATIONAL & Design	  	United States	  	ONCOR INTERNATIONAL LLC	  	74172070	  	1703690
	ONCOR Logo	  	United States	  	ONCOR INTERNATIONAL LLC	  	78372985	  	2966768








 SCHEDULE II 
 The DeWolfe Company, Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	DEWOLFE.COM	  	United States	  	THE DEWOLFE COMPANY, INC.	  	78029624	  	2602889
	DEWOLFE HOMEMOVE and Design	  	United States	  	THE DEWOLFE COMPANY, INC.	  	78009680	  	2498453








 SCHEDULE II 
 Sotheby’s International Realty Licensee Corp. 
 Trademark Applications and Registrations 

  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	RESIDE	  	United States	  	Sotheby’s International Realty Licensee Corp	  	77089845	  	
	FOR THE ONGOING COLLECTION OF LIFE	  	United States	  	Sotheby’s International Realty Licensee Corp	  	78490698	  	3069400
	DBL REALTORS DELIVERING MORE (Stylized)	  	United States	  	Sotheby’s International Realty Licensee Corp	  	76298683	  	2892287
	DBL REALTORS - EXCEPTIONAL HOMES	  	United States	  	Sotheby’s International Realty Licensee Corp	  	76364261	  	2892353








 SCHEDULE II 
 Coldwell Banker Residential Brokerage, Inc. 
 Trademark Applications and Registrations

  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	LEADING AGENTS, LEADING THE WAY	  	United States	  	Coldwell Banker Residential Brokerage, Inc.	  	77022828	  	








 SCHEDULE II 
 Title Resource Group LLC 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	MARDAN SETTLEMENT SERVICES & Design	  	United States	  	Title Resource Group LLC	  	78814998	  	
	Circle Logo (TRG)	  	United States	  	Title Resource Group LLC	  	78869716	  	
	Circle Logo (TRG)	  	United States	  	Title Resource Group LLC	  	78869726	  	
	REAL GENIUS	  	United States	  	Title Resource Group LLC	  	77108269	  	
	MAKING HOUSES INTO HOMES	  	United States	  	Title Resource Group LLC	  	78466961	  	
	DON’T SETTLE FOR COMPLICATED, SETTLE FOR CONVENIENCE	  	United States	  	Title Resource Group LLC	  	78484489	  	
	IN HOUSE	  	United States	  	Title Resource Group LLC	  	78626295	  	
	GATEWAY SETTLEMENT SERVICES & Design	  	United States	  	Title Resource Group LLC	  	78768106	  	
	COUNT ON OUR EXCELLENCE	  	United States	  	Title Resource Group LLC	  	78783827	  	
	L LANDWAY SETTLEMENT SERVICES & Design	  	United States	  	Title Resource Group LLC	  	78815007	  	3219806
	SOUTHERN EQUITY SERVICES & Design	  	United States	  	Title Resource Group LLC	  	78815000	  	3219805
	CENSTAR	  	United States	  	Title Resource Group LLC	  	78439772	  	3213898








 SCHEDULE II 
 C21 TM Corp. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	1-800-4-HOUSES	  	United States	  	C21 TM Corp	  	74469574	  	2376323
	2&1	  	United States	  	C21 TM Corp	  	73735837	  	1526181
	21 ONLINE & Design	  	United States	  	C21 TM Corp	  	75099281	  	2113555
	21ST CENTURY	  	United States	  	C21 TM Corp	  	75436943	  	2300743
	21ST CENTURY	  	United States	  	C21 TM Corp	  	78565509	  	3116448
	21ST CENTURY CASUALTY	  	United States	  	C21 TM Corp	  	78565519	  	3055063
	21ST CENTURY INSURANCE	  	United States	  	C21 TM Corp	  	78565505	  	3106265
	21ST CENTURY NEWS	  	United States	  	C21 TM Corp	  	76279430	  	2685577
	AD/PAC	  	United States	  	C21 TM Corp	  	73260228	  	1212383
	AGENTS OF CHANGE	  	United States	  	C21 TM Corp	  	78815003	  	
	AT HOME WITH CENTURY 21	  	United States	  	C21 TM Corp	  	78195146	  	2960793
	BUYER SERVICE PLEDGE	  	United States	  	C21 TM Corp	  	74122856	  	1812377
	C-21	  	United States	  	C21 TM Corp	  	73368407	  	1268185
	C 21	  	United States	  	C21 TM Corp	  	78427047	  	2933408
	C21 TALK RADIO FOR THE REAL WORLD	  	United States	  	C21 TM Corp	  	78061343	  	2809296
	CENTURION	  	United States	  	C21 TM Corp	  	73754544	  	1563740
	CENTURION	  	United States	  	C21 TM Corp	  	73754545	  	1553298
	CENTURION & Design	  	United States	  	C21 TM Corp	  	73754547	  	1563741
	CENTURION Design	  	United States	  	C21 TM Corp	  	73754543	  	1553297
	CENTURION HONOR SOCIETY	  	United States	  	C21 TM Corp	  	78302129	  	2981964
	CENTURY 21	  	United States	  	C21 TM Corp	  	73608730	  	1429531
	CENTURY 21	  	United States	  	C21 TM Corp	  	73072695	  	1063488
	CENTURY 21	  	United States	  	C21 TM Corp	  	73133892	  	1085039
	CENTURY 21	  	United States	  	C21 TM Corp	  	73421810	  	1304095
	CENTURY 21	  	United States	  	C21 TM Corp	  	75071763	  	2178970
	CENTURY 21	  	United States	  	C21 TM Corp	  	78008646	  	2762774
	CENTURY 21	  	United States	  	C21 TM Corp	  	76279429	  	2662159
	CENTURY 21 & Jacket Design	  	United States	  	C21 TM Corp	  	73774121	  	1631850
	CENTURY 21 & New House Design	  	United States	  	C21 TM Corp	  	73138501	  	1104464
	CENTURY 21 & New House Design	  	United States	  	C21 TM Corp	  	73133894	  	1085040
	CENTURY 21 & New House Design	  	United States	  	C21 TM Corp	  	74142432	  	1771535
	CENTURY 21 & Sign & Post Design	  	United States	  	C21 TM Corp	  	73262350	  	1263774
	CENTURY 21 & Sign Design	  	United States	  	C21 TM Corp	  	73783422	  	1576475
	CENTURY 21 & Sign Design	  	United States	  	C21 TM Corp	  	74631924	  	2027670
	CENTURY 21 (New House Design with Floor)	  	United States	  	C21 TM Corp	  	78852446	  	3219883
	CENTURY 21 (New House Design)	  	United States	  	C21 TM Corp	  	78852448	  	3219884









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CENTURY 21 BUILDER CONNECTIONS & Design	  	United States	  	C21 TM Corp	  	75906666	  	2656899
	CENTURY 21 COMMERCIAL	  	United States	  	C21 TM Corp	  	78827023	  	3219828
	CENTURY 21 COMMERCIAL & Design	  	United States	  	C21 TM Corp	  	78815005	  	
	CENTURY 21 COMMERCIAL INVESTMENT NETWORK & Design	  	United States	  	C21 TM Corp	  	75193702	  	2158319
	CENTURY 21 CONNECTIONS REAL CONVENIENCE REAL VALUE & Design	  	United States	  	C21 TM Corp	  	75651790	  	2378922
	CENTURY 21 FINE HOMES & ESTATES	  	United States	  	C21 TM Corp	  	76581393	  	3007069
	CENTURY 21 FINE HOMES & ESTATES & New Gate Design	  	United States	  	C21 TM Corp	  	78785304	  	3154137
	CENTURY 21 FINE HOMES & ESTATES & Old Gate Design	  	United States	  	C21 TM Corp	  	78011431	  	2612738
	CENTURY 21 GLOBAL REFERRAL NETWORK & Design	  	United States	  	C21 TM Corp	  	78047046	  	2725830
	CENTURY 21 LEARNING SYSTEM	  	United States	  	C21 TM Corp	  	78051378	  	2585459
	CENTURY 21 MATURE MOVES	  	United States	  	C21 TM Corp	  	78032288	  	2633322
	CENTURY 21 MATURE MOVES & Design	  	United States	  	C21 TM Corp	  	78036319	  	2633331
	CENTURY 21 MILITARY RELOCATION NETWORK & Design	  	United States	  	C21 TM Corp	  	73681961	  	1526059
	CENTURY 21 MORTGAGE	  	United States	  	C21 TM Corp	  	78051978	  	2615437
	CENTURY 21 MORTGAGE & Design	  	United States	  	C21 TM Corp	  	73421809	  	1307407
	CENTURY 21 NEW CONSTRUCTION	  	United States	  	C21 TM Corp	  	78827028	  	3219829
	CENTURY 21 NEW CONSTRUCTION & Design	  	United States	  	C21 TM Corp	  	78816057	  	3219808
	CENTURY 21 RECREATIONAL PROPERTIES	  	United States	  	C21 TM Corp	  	78827022	  	3219827
	CENTURY 21 RECREATIONAL PROPERTIES & Design	  	United States	  	C21 TM Corp	  	74536797	  	1950262
	CENTURY 21 SALES EDGE	  	United States	  	C21 TM Corp	  	75408410	  	2409744
	CENTURY 21 SEARCHROUTER	  	United States	  	C21 TM Corp	  	78568316	  	
	CENTURY 21 STAR	  	United States	  	C21 TM Corp	  	73763539	  	1551266
	CENTURY 22	  	United States	  	C21 TM Corp	  	78072436	  	2585495
	CENTURY21.COM & Design	  	United States	  	C21 TM Corp	  	76279428	  	2544997
	CENTURYNET	  	United States	  	C21 TM Corp	  	73681978	  	1486479
	CENTURYNET	  	United States	  	C21 TM Corp	  	73681974	  	1486511
	CENTURYNET	  	United States	  	C21 TM Corp	  	73681976	  	1486554
	CENTURYNET	  	United States	  	C21 TM Corp	  	73681970	  	1515199
	CENTURYNET	  	United States	  	C21 TM Corp	  	73681972	  	1493084
	CENTURYNET & Design	  	United States	  	C21 TM Corp	  	73681969	  	1497505
	CENTURYNET & Design	  	United States	  	C21 TM Corp	  	73681975	  	1486553
	CENTURYNET & Design	  	United States	  	C21 TM Corp	  	73681977	  	1486478
	CENTURYNET & Design	  	United States	  	C21 TM Corp	  	73681973	  	1486510
	CENTURYNET & Design	  	United States	  	C21 TM Corp	  	73681971	  	1492190
	CENTURYWRITER	  	United States	  	C21 TM Corp	  	73732302	  	1551675

  

 2 









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	CLS CENTURY 21 LEARNING SYSTEM & Design	  	United States	  	C21 TM Corp	  	78029441	  	2720034
	COMPLIMENTS OF THE HOUSE	  	United States	  	C21 TM Corp	  	78010783	  	2589921
	COMPLIMENTS OF THE HOUSE & Design	  	United States	  	C21 TM Corp	  	78010787	  	2596006
	CREATE 21	  	United States	  	C21 TM Corp	  	78021324	  	2622290
	ES TU SUENO. CONFIEMOS EN EL	  	United States	  	C21 TM Corp	  	78908677	  	
	GOLD MEDALLION	  	United States	  	C21 TM Corp	  	74090920	  	1681402
	GOLD MEDALLION	  	United States	  	C21 TM Corp	  	74090919	  	1747396
	HOME BUYER’S KIT	  	United States	  	C21 TM Corp	  	73735836	  	1594520
	NEW CENTURY TITLE COMPANY	  	United States	  	C21 TM Corp	  	75485913	  	2983399
	NEWSCENTER 21	  	United States	  	C21 TM Corp	  	73619359	  	1470480
	OPERATION ORBIT	  	United States	  	C21 TM Corp	  	74040345	  	1662428
	ORBIT	  	United States	  	C21 TM Corp	  	74401367	  	1835425
	PROFESIONALES, REALIZANDO TU SUENO	  	United States	  	C21 TM Corp	  	78908678	  	
	PUT NUMBER 1 TO WORK FOR YOU	  	United States	  	C21 TM Corp	  	73494432	  	1367039
	PUT YOUR TRUST IN NUMBER ONE	  	United States	  	C21 TM Corp	  	73727081	  	1530053
	Q (stylized)	  	United States	  	C21 TM Corp	  	76282440	  	2614917
	Q.S.P.D.	  	United States	  	C21 TM Corp	  	74128727	  	1711604
	QUALITY SERVICE IN EVERY CUSTOMER CONTACT PROFITABLE DOMINANCE IN THE PRIMARY MARKETPLACE	  	United States	  	C21 TM Corp	  	74128781	  	1713518
	REAL ESTATE FOR THE REAL WORLD	  	United States	  	C21 TM Corp	  	75614226	  	2398595
	REAL ESTATE FOR YOUR WORLD	  	United States	  	C21 TM Corp	  	78226832	  	2815094
	SELLER SERVICE PLEDGE	  	United States	  	C21 TM Corp	  	74122857	  	1750374
	SUENA. CONFIA. VIVA.	  	United States	  	C21 TM Corp	  	78908670	  	
	SYSTEM 21	  	United States	  	C21 TM Corp	  	78605777	  	
	TECH SMARTS	  	United States	  	C21 TM Corp	  	78393421	  	
	THE CENTURY 21 HOME PROTECTION PLAN	  	United States	  	C21 TM Corp	  	73241780	  	1161341
	THE REAL ESTATE INVESTMENT JOURNAL	  	United States	  	C21 TM Corp	  	73158117	  	1153864
	VIP	  	United States	  	C21 TM Corp	  	73165161	  	1151216
	VIRTUAL SOLUTION SERIES	  	United States	  	C21 TM Corp	  	76429198	  	2807918
	WEEKLY WIRE	  	United States	  	C21 TM Corp	  	75301778	  	2207667
	WE’RE THE NEIGHBORHOOD PROFESSIONALS	  	United States	  	C21 TM Corp	  	73735838	  	1526116

  

 3 








 SCHEDULE II 
 NRT Utah, Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	UTAH REAL ESTATE SCHOOL NRT and Design	  	United States	  	NRT Utah, Inc.	  	78/883,366	  	3,222,469

  







 SCHEDULE II 
 Burnet Realty Inc. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	MAKING DREAMS COME HOME	  	United States	  	Burnet Realty Inc.	  	78/486,327	  	3,127,865
	WE’RE INTO THIS	  	United States	  	Burnet Realty Inc.	  	76/400,114	  	2,801,084
	DISTINCTIVE HOMES*	  	United States	  	Burnet Realty Inc.	  	74/085,862	  	1,712,157

  

	*	The USPTO records for the trademark marked with a * show three outstanding security interest recordals, for which releases have not been publicly recorded (security holders: Norwest
Bank of Minnesota, N.A.; Northwest Bank of Minnesota, National Association as Administrative Bank; and Norwest Bank Minnesota, National Association as Administrative Bank). Burnet Realty Inc. will use commercially reasonable efforts to file
appropriate release documentation with the USPTO within 90 calendar days of the Closing Date. 








 SCHEDULE II 
 Century 21 Real Estate, LLC 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	21ST CENTURY INSURANCE & Design	  	United States	  	Century 21 Real Estate LLC	  	76181517	  	3060562
	21ST CENTURY CASUALTY & Design	  	United States	  	Century 21 Real Estate LLC	  	75721880	  	2700705
	21ST CENTURY INSURANCE COMPANY & Design	  	United States	  	Century 21 Real Estate LLC	  	75721881	  	

 On January 19, 2005, the marks referenced above were assigned by 21st Century Insurance Group to Century 21 Real Estate Corporation. In addition, 21st Century Insurance Group assigned only its rights to the word portion of the mark, retaining
its rights in the separate Roman Column design shown in the applications. At the time of assignment in January 2005, the pending applications were based on an intent-to-use and Century 21 Real Estate LLC chose to wait to record the assignment until
it was able to file Statements of Use for all three trademark applications and thereby convert the basis of the applications to one of use. Century 21 Real Estate Corporation subsequently changed its name to Century 21 Real Estate LLC. Century 21
Real Estate LLC will use commercially reasonable efforts to file appropriate assignment and change of name documentation with the USPTO no more than 90 calendar days after the Statement of Use for application 75/721,881 is filed with, and accepted
by, the USPTO (or such longer period as the Administrative Agent may determine). Should a Statement of Use not be filed for application 75/721,881, or should application 75/721,881 be abandoned for any reason, Century 21 Real Estate LLC will use
commercially reasonable efforts to file appropriate assignment and change of name documentation with respect to trademarks 3,060,562 and 2,700,705 with the USPTO no more than 90 calendar days after such decision is made, or after such abandonment
occurs (or such longer period as the Administrative Agent may determine). 







 SCHEDULE II 
 CB TM Corp. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	@ Symbol & Stick Man Design	  	United States	  	CB TM Corp.	  	78578972	  	3063270
	BLUE EDGE MORTGAGE	  	United States	  	CB TM Corp.	  	78033537	  	2541806
	BLUE EDGE REALTY	  	United States	  	CB TM Corp.	  	78029778	  	2605955
	CB & Design*	  	United States	  	CB TM Corp.	  	73210971	  	1153366
	CB COLDWELL BANKER COMMERCIAL & Design	  	United States	  	CB TM Corp.	  	78655402	  	3179803
	CBC	  	United States	  	CB TM Corp.	  	78235734	  	3030080
	CEO SERIES & Design	  	United States	  	CB TM Corp.	  	78330003	  	3038517
	COLDWELL BANKER	  	United States	  	CB TM Corp.	  	78655395	  	3100659
	COLDWELL BANKER	  	United States	  	CB TM Corp.	  	78008563	  	2453334
	COLDWELL BANKER	  	United States	  	CB TM Corp.	  	75152362	  	2057608
	COLDWELL BANKER*	  	United States	  	CB TM Corp.	  	73211116	  	1154155
	COLDWELL BANKER CB & Design	  	United States	  	CB TM Corp.	  	78655400	  	3179802
	COLDWELL BANKER CB & Design	  	United States	  	CB TM Corp.	  	75152363	  	2059501
	COLDWELL BANKER CB & Design*	  	United States	  	CB TM Corp.	  	73346790	  	1215241
	COLDWELL BANKER COMMERCIAL	  	United States	  	CB TM Corp.	  	75120713	  	2059364
	COLDWELL BANKER COMMERCIAL*	  	United States	  	CB TM Corp.	  	73787763	  	1598908
	COLDWELL BANKER COMMERCIAL	  	United States	  	CB TM Corp.	  	78655398	  	
	COLDWELL BANKER COMMERCIAL CB & Design	  	United States	  	CB TM Corp.	  	75629004	  	2331890
	CB COLDWELL BANKER COMMERCIAL & Design	  	United States	  	CB TM Corp.	  	78080719	  	2745034
	COLDWELL BANKER COMMERCIAL MARKETCONNECT & Design	  	United States	  	CB TM Corp.	  	78677295	  	3191841
	COLDWELL BANKER COMMERCIAL SEARCHROUTER	  	United States	  	CB TM Corp.	  	78568310	  	
	COLDWELL BANKER CONCIERGE	  	United States	  	CB TM Corp.	  	75630167	  	2576448
	COLDWELL BANKER CONCIERGE	  	United States	  	CB TM Corp.	  	75588856	  	2472004
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	United States	  	CB TM Corp.	  	78655389	  	3093311
	COLDWELL BANKER PREVIEWS INTERNATIONAL	  	United States	  	CB TM Corp.	  	78032990	  	2529955
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Design	  	United States	  	CB TM Corp.	  	78655792	  	3093312
	COLDWELL BANKER PREVIEWS INTERNATIONAL & Sunburst Design	  	United States	  	CB TM Corp.	  	78638810	  	3170029
	COLDWELL BANKER RESIDENTIAL BROKERAGE ACCREDITED REAL ESTATE PROFESSIONAL	  	United States	  	CB TM Corp.	  	78641891	  	
	COLDWELL BANKER SEARCHROUTER	  	United States	  	CB TM Corp.	  	78546326	  	
	COLDWELL BANKER UNIVERSITY	  	United States	  	CB TM Corp.	  	74425646	  	1842126









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	COLDWELL BANKER UNIVERSITY & New Seal Design	  	United States	  	CB TM Corp.	  	78783829	  	
	COLDWELL BANKER UNIVERSITY & Old Book, Seal Design	  	United States	  	CB TM Corp.	  	74421411	  	1876968
	GUARDIAN*	  	United States	  	CB TM Corp.	  	74102195	  	1823333
	HELPING OTHERS THROUGHOUT THE HOLIDAY SEASON	  	United States	  	CB TM Corp.	  	74561955	  	1959391
	HOMEMATCH	  	United States	  	CB TM Corp.	  	74535397	  	2034125
	MAKING REAL ESTATE REAL EASY	  	United States	  	CB TM Corp.	  	75229942	  	2173895
	MARKETCONNECT	  	United States	  	CB TM Corp.	  	78677274	  	
	MYCONNECT1	  	United States	  	CB TM Corp.	  	78745689	  	3151006
	PERFORMANCE PERKS. TAKE ACTION. GET REWARDS.	  	United States	  	CB TM Corp.	  	78449625	  	
	PERSONAL RETRIEVER	  	United States	  	CB TM Corp.	  	75380191	  	2235393
	PERSONAL RETRIEVER Sign Rider Design	  	United States	  	CB TM Corp.	  	78182148	  	3102893
	PRESERVING THE TRUST*	  	United States	  	CB TM Corp.	  	74393851	  	1823177
	PREVIEWS	  	United States	  	CB TM Corp.	  	78768439	  	3219716
	PREVIEWS (Stylized)#	  	United States	  	CB TM Corp.	  	71620930	  	565757
	TECHEASE	  	United States	  	CB TM Corp.	  	78466926	  	3011158
	THE CONDO STORE	  	United States	  	CB TM Corp.	  	75358857	  	2217143
	THE HOME SELLERS*	  	United States	  	CB TM Corp.	  	73525527	  	1450200
	THE HOME TEAM	  	United States	  	CB TM Corp.	  	73488934	  	1428703
	THE ULTIMATE SERVICE	  	United States	  	CB TM Corp.	  	75042307	  	2211401
	TRUE BLUE	  	United States	  	CB TM Corp.	  	78802985	  	
	WE ARE FLORIDA	  	United States	  	CB TM Corp.	  	76530140	  	2850620
	YOUR PERFECT PARTNER	  	United States	  	CB TM Corp.	  	78278195	  	2865193

  

	*	The USPTO records for the trademarks marked with a * are missing a transaction between Coldwell Banker Residential Holding Company and Coldwell Banker & Company. Corrective
documentation will be filed with the USPTO within 30 calendar days of the Closing Date or such longer period as the Administrative Agent may determine. 


	#	The USPTO records for the trademark marked with a # appear to be missing a transaction between Coldwell Banker Residential Real Estate and Coldwell Banker & Company
and a transaction between Coldwell Banker Corporation and Coldwell Banker Residential Holding Company. Corrective documentation will be filed within 30 calendar days of the Closing Date or such longer period as the Administrative Agent may
determine. 

  

 2 








 SCHEDULE II 
 ERA TM Corp. 
 Trademark Applications and Registrations 
  

									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	1ST IN CUSTOMER SATISFACTION	  	United States	  	ERA TM Corp	  	75555625	  	2386946
	1ST IN SERVICE	  	United States	  	ERA TM Corp	  	78710978	  	3192163
	ALL YOU NEED TO KNOW	  	United States	  	ERA TM Corp.	  	78397567	  	
	ALWAYS THERE FOR YOU	  	United States	  	ERA TM Corp	  	75746258	  	2477197
	ANSWERS^	  	United States	  	ERA TM Corp	  	74185466	  	1756219
	BLUEPRINT FOR SUCCESS	  	United States	  	ERA TM Corp	  	77015719	  	
	CIBN	  	United States	  	ERA TM Corp	  	73734151	  	1527348
	DIRECT ACCESS	  	United States	  	ERA TM Corp	  	78729761	  	
	ERA	  	United States	  	ERA TM Corp	  	73113461	  	1078060
	ERA	  	United States	  	ERA TM Corp	  	73388791	  	1251827
	ERA	  	United States	  	ERA TM Corp	  	78008652	  	2691643
	ERA	  	United States	  	ERA TM Corp	  	78599896	  	3073417
	ERA & New House Design (black on white)	  	United States	  	ERA TM Corp	  	75269373	  	2875845
	ERA & New House Design (black on white)	  	United States	  	ERA TM Corp	  	78599899	  	3073418
	ERA & New House Design (in color)	  	United States	  	ERA TM Corp	  	77093228	  	
	ERA & New House Design (white on black)	  	United States	  	ERA TM Corp	  	75250116	  	2121860
	ERA (New House Design)	  	United States	  	ERA TM Corp	  	78641980	  	3135362
	ERA 1ST IN SERVICE JIM JACKSON MEMORIAL AWARD & Design	  	United States	  	ERA TM Corp	  	76284300	  	2594245
	ERA ALL YOU NEED TO KNOW IN REAL ESTATE & Old House Design	  	United States	  	ERA TM Corp	  	73173490	  	1434190
	ERA HOME PROTECTION PLAN	  	United States	  	ERA TM Corp	  	78018755	  	2576242
	ERA ONLINE	  	United States	  	ERA TM Corp	  	75104694	  	2049139
	ERA REAL ESTATE & New House Design	  	United States	  	ERA TM Corp	  	78575216	  	3082137
	ERA REAL ESTATE HOME PROTECTION PLAN & Design	  	United States	  	ERA TM Corp	  	78035233	  	2612765
	ERA REAL ESTATE NATIONAL MILITARY BROKER NETWORK & Design	  	United States	  	ERA TM Corp	  	78058980	  	2635317
	ERA REAL ESTATE RESORT PROPERTIES INTERNATIONAL & Design	  	United States	  	ERA TM Corp	  	76243766	  	2563583
	ERA SEARCHROUTER	  	United States	  	ERA TM Corp	  	78550994	  	
	ERA SELECT SERVICES	  	United States	  	ERA TM Corp	  	75809994	  	2737148
	I WILL SELL YOUR HOUSE OR ERA WILL BUY IT	  	United States	  	ERA TM Corp	  	78293264	  	2958388
	IF WE DON’T SELL YOUR HOUSE, ERA WILL BUY IT!	  	United States	  	ERA TM Corp	  	74073209	  	1646268









									
	 Trademark
	  	 Country Name
	  	 Owner Name
	  	 Application No.
	  	 Registration No.

	IF WE DON’T SELL YOUR HOUSE, WE’LL BUY IT	  	United States	  	ERA TM Corp	  	76075358	  	
	IT’S THE LITTLE THINGS WE DO	  	United States	  	ERA TM Corp	  	78915320	  	
	NMBN^ *	  	United States	  	ERA TM Corp	  	74183282	  	1753385
	SELLERS SECURITY	  	United States	  	ERA TM Corp	  	78425874	  	2983252
	SELLERS SECURITY (Stylized)	  	United States	  	ERA TM Corp	  	73261423	  	1196433
	SIEMPRE CONTIGO	  	United States	  	ERA TM Corp	  	78445125	  	3080693
	TEAM ERA	  	United States	  	ERA TM Corp	  	74073379	  	1645223
	THERE REALLY IS A DIFFERENCE IN REAL ESTATE COMPANIES	  	United States	  	ERA TM Corp	  	73699645	  	1499909
	TOP GUN^	  	United States	  	ERA TM Corp	  	74153559	  	1757264
	TOP TEAM	  	United States	  	ERA TM Corp	  	76243776	  	2706182
	VISIONS OF LUXURY	  	United States	  	ERA TM Corp	  	78764214	  	
	WE WILL SELL YOUR HOUSE OR ERA WILL BUY IT+	  	United States	  	ERA TM Corp	  	75483140	  	2464187
	WE’LL HELP MAKE YOUR AMERICAN DREAM COME TRUE	  	United States	  	ERA TM Corp	  	73658557	  	1501591

  

	^	The USPTO records for the trademarks marked with a ^ are showing an outstanding security interest granted by Electric Realty Associates, L.P. to Heller Financial in March 1992. ERA
TM Corp. will use commercially reasonable efforts to file appropriate release documentation with the USPTO within 90 calendar days of the Closing Date. 


	*	The USPTO record for the trademark marked with a * is missing a merger transaction between CTM Holding Corp. and TM Acquisition Corp. This documentation will be filed with the USPTO
within 30 calendar days of the Closing Date or such longer period as the Administrative Agent may determine. 


	+	The USPTO records for the trademark marked with a + shows, as the first post-issuance transaction, an assignment from Earl M. Barker to EB Associates Inc., which was inadvertently
recorded in November 1999. The appropriate corrective documentation will be filed with the USPTO within 30 calendar days of the Closing Date or such longer period as the Administrative Agent may determine. 

  

 2 








 Schedule III to the 
 Collateral Agreement 
 COMMERCIAL TORT CLAIMS 
 ERA Franchise Systems, Inc. v. TMG Real Estate Services, L.L.C., Michael Herman Levitin, Sandra Morgan Levitin, Sandra J. Holmes, and H-Towne Realty.com, L.L.C. - The
amount at issue is $8,295,429, as ERA seeks past due and other fees resulting from to defendants’ breaches of the Franchise Agreement. The case is venued in the United States District Court for the Southern District of Texas, Case No.:
H-06-cv-02765. 
 Century 21 Real Estate LLC f/k/a Century 21 Real Estate Corporation v. Heritage Real Estate, Inc. Century 21 Heritage Real Estate and
Heritage Real Estate, John W. Schlendorf, Jr., Susanna Schlendorf and Sereta Churchill – The amount at issue is $6,998,826.80, as Century 21 seeks past due and other fees resulting from defendants’ breaches of the Franchise Agreement. The
case is venued in the United States District Court, Northern District of California, Case No.: C067809 
 In re: Timothy Robert For and Patti Jo Fore (a/k/a
Patti Jo Veneklase-Fore). Debtors Century 21 Real Estate LLC v. Timothy R. Fore and Patti Jo Fore – The amount at issue is $5,230,489.05, as Century 21 seeks past due and other fees resulting from defendants’ breaches of the Franchise
Agreement. The case is venued in the Unites States Bankruptcy Court for the Western District of Michigan, Case No.: 06-05482 (JRH) 







 Schedule IV to the 
 Collateral Agreement 
 FILING OFFICES 
  

			
	 Grantor
	  	 Location of Filing Office

	Domus Intermediate Holdings Corp.	  	Delaware
		
	Domus Acquisition Corp.	  	Delaware
		
	Realogy Corporation	  	Delaware
		
	AFS Mortgage	  	California
		
	C21 TM Corp.	  	California
		
	CB TM Corp.	  	California
		
	Century 21 Real Estate LLC	  	Delaware
		
	CGRN, Inc.	  	Delaware
		
	Coldwell Banker Corporation	  	Delaware
		
	Coldwell Banker Real Estate Corporation	  	California
		
	ERA Franchise Systems, Inc.	  	Delaware
		
	ERA General Agency Corporation	  	Missouri
		
	ERA General Agency of New Jersey, Inc.	  	Delaware
		
	ERA TM Corp.	  	California
		
	FedState Strategic Consulting, Incorporated	  	Delaware
		
	FSA Membership Services, LLC	  	Delaware
		
	Oncor International LLC	  	Delaware
		
	Realogy Franchise Finance, Inc.	  	Delaware
		
	Realogy Franchise Group, Inc.	  	Delaware
		
	Realogy Global Services, Inc.	  	Delaware
		
	Realogy Intellectual Property Holdings I, Inc.	  	Delaware
		
	Realogy Intellectual Property Holdings II, Inc.	  	Delaware
		
	Realogy Licensing, Inc.	  	Delaware
		
	Realogy Operations, Inc.	  	California
		
	Realogy Services Group LLC	  	Delaware
		
	Realogy Services Venture Partner, Inc.	  	Delaware
		
	Sotheby’s International Realty Affiliates, Inc.	  	Delaware
		
	Sotheby’s International Realty Licensee Corporation	  	Delaware
		
	Cartus Corporation	  	Delaware









			
	 Grantor
	  	 Location of Filing Office

	Cartus Partner Corporation	  	Delaware
		
	A Market Place, Inc.	  	California
		
	Allmon, Tiernan & Ely, Inc.	  	Florida
		
	Alpha Referral Network, Inc.	  	Texas
		
	Associated Client Referral Corp.	  	Pennsylvania
		
	Associates Investments	  	California
		
	Associates Realty Network	  	California
		
	Associates Realty, Inc.	  	California
		
	Batjac Real Estate Corp.	  	New York
		
	Bob Tendler Real Estate, Inc.	  	Connecticut
		
	Burgdorff Referral Associates, Inc.	  	New Jersey
		
	Burnet Realty Inc.	  	Minnesota
		
	Burnet Realty, Inc.	  	Wisconsin
		
	Career Development Center, LLC	  	Delaware
		
	CDRE TM Corp.	  	Delaware
		
	Coldwell Banker Commercial Pacific Properties, Ltd.	  	Hawaii
		
	Coldwell Banker King Thompson Auction Services, Inc.	  	Delaware
		
	Coldwell Banker Pacific Properties, Ltd.	  	Hawaii
		
	Coldwell Banker Real Estate Services, Inc.	  	New Jersey
		
	Coldwell Banker Real Estate, Inc.	  	Pennsylvania
		
	Coldwell Banker Residential Brokerage Company	  	California
		
	Coldwell Banker Residential Brokerage Corporation	  	Delaware
		
	Coldwell Banker Residential Brokerage Insurance Agency of Maine, Inc.	  	Maine
		
	Coldwell Banker Residential Brokerage Pardoe, Inc.	  	Delaware
		
	Coldwell Banker Residential Brokerage, Inc.	  	Delaware
		
	Coldwell Banker Residential Real Estate Services of Wisconsin, Inc.	  	Wisconsin
		
	Coldwell Banker Residential Real Estate, Inc.	  	California
		
	Coldwell Banker Residential Referral Network	  	California
		
	Coldwell Banker Residential Referral Network, Inc.	  	Pennsylvania
		
	Colorado Commercial, LLC	  	Colorado
		
	Cook—Pony Farm Real Estate, Inc.	  	New York
		
	Corcoran Group – Brooklyn Landmark, LLC	  	New York
		
	Corcoran MLS Holdings, LLC	  	Delaware









			
	 Grantor
	  	 Location of Filing Office

	Cosby-Tipton Real Estate, Inc.	  	California
		
	Cotton Real Estate, Inc.	  	Massachusetts
		
	DeWolfe Realty Affiliates	  	Maine
		
	DeWolfe Relocation Services, Inc.	  	Massachusetts
		
	Douglas and Jean Burgdorff, Inc.	  	New Jersey
		
	Florida’s Preferred School of Real Estate, Inc.	  	Florida
		
	Fred Sands School of Real Estate	  	California
		
	Hillshire House, Incorporated	  	Connecticut
		
	Home Referral Network Inc.	  	Minnesota
		
	J. W. Riker - Northern R. I., Inc.	  	Rhode Island
		
	Jack Gaughen, Inc.	  	Pennsylvania
		
	Kendall, Potter and Mann, Realtors, Inc.	  	California
		
	LMS (Delaware) Corp.	  	Delaware
		
	NRT Arizona Commercial, Inc.	  	Delaware
		
	NRT Arizona Exito, Inc.	  	Delaware
		
	NRT Arizona Referral, Inc.	  	Delaware
		
	NRT Arizona, Inc.	  	Delaware
		
	NRT Chicago LLC	  	Delaware
		
	NRT Colorado, Inc.	  	Colorado
		
	NRT Columbus, Inc.	  	Delaware
		
	NRT Commercial Ohio Incorporated	  	Ohio
		
	NRT Commercial Utah, Inc.	  	Delaware
		
	NRT Commercial, Inc.	  	Delaware
		
	NRT Hawaii Referral, LLC	  	Delaware
		
	NRT Incorporated	  	Delaware
		
	NRT Insurance Agency, Inc.	  	Massachusetts
		
	NRT Mid-Atlantic, Inc.	  	Maryland
		
	NRT Missouri Referral Network, Inc.	  	Missouri
		
	NRT Missouri, Inc.	  	Missouri
		
	NRT New England Incorporated	  	Delaware
		
	NRT New York, Inc.	  	Delaware
		
	NRT Relocation LLC	  	Delaware
		
	NRT Sunshine Inc.	  	Delaware
		
	NRT Texas Real Estate Services, Inc.	  	Texas









			
	 Grantor
	  	 Location of Filing Office

	NRT Texas, Inc.	  	Texas
		
	NRT The Condo Store Incorporated	  	Delaware
		
	NRT Utah, Inc.	  	Delaware
		
	Pacesetter Nevada, Inc.	  	Nevada
		
	Pacific Properties Referrals, Inc.	  	Hawaii
		
	R.J. Young Co.	  	California
		
	Real Estate Referral, Inc.	  	Connecticut
		
	Real Estate Referrals, Inc.	  	Maryland
		
	Real Estate Services, Inc.	  	Delaware
		
	Referral Associates of Florida, Inc.	  	Florida
		
	Referral Associates of New England, Inc.	  	Massachusetts
		
	Referral Network, Inc.	  	Texas
		
	Referral Network, Inc.	  	Florida
		
	Referral Network, LLC	  	Colorado
		
	Signature Properties, Inc.	  	Florida
		
	Soleil Florida Corp.	  	Florida
		
	Sotheby’s International Realty Referral Company, LLC	  	Delaware
		
	Sotheby’s International Realty, Inc.	  	Michigan
		
	St. Joe Real Estate Services, Inc.	  	Florida
		
	The Corcoran Group Eastside, Inc.	  	New York
		
	The DeWolfe Companies, Inc.	  	Massachusetts
		
	The DeWolfe Company, Inc.	  	Massachusetts
		
	The Four Star Corp.	  	Connecticut
		
	The Miller Group, Inc.	  	Maryland
		
	The Sunshine Group Limited Partnership	  	Delaware
		
	The Sunshine Group, Ltd.	  	New York
		
	Trust of New England, Inc.	  	Massachusetts
		
	Valley of California, Inc.	  	California
		
	William Orange Realty, Inc.	  	Connecticut
		
	Advantage Title & Insurance, LLC	  	Delaware
		
	American Title Company of Houston	  	Texas
		
	APEX Real Estate Information Services, LLC	  	Pennsylvania
		
	APEX Real Estate Information Services LLP	  	Pennsylvania
		
	ATCOH Holding Company	  	Texas









			
	 Grantor
	  	 Location of Filing Office

	Burnet Title L.L.C.	  	Minnesota
		
	Burnet Title of Ohio, LLC	  	Ohio
		
	Burnet Title, Inc.	  	Minnesota
		
	Burrow Escrow Services, Inc.	  	California
		
	Central Florida Title Company	  	Florida
		
	Charter Title, LLC	  	Delaware
		
	Equity Title Company	  	California
		
	Equity Title Messenger Service Holding Company	  	Delaware
		
	First California Escrow Corporation	  	Delaware
		
	Franchise Settlement Services, Inc.	  	Delaware
		
	Grand Title, LLC	  	Delaware
		
	Guardian Holding Company	  	Delaware
		
	Guardian Title Agency, LLC	  	Colorado
		
	Guardian Title Company	  	California
		
	Gulf South Settlement Services, LLC	  	Delaware
		
	Hickory Title, LLC	  	Delaware
		
	Keystone Closing Services LLC	  	Delaware
		
	Lincoln Settlement Services, LLC	  	Delaware
		
	Market Street Settlement Group, Inc.	  	New Hampshire
		
	Mid-Exchange, Inc.	  	California
		
	Mid-State Escrow Corporation	  	Delaware
		
	National Coordination Alliance, Inc.	  	California
		
	NRT Mid-Atlantic Title Services, LLC	  	Maryland
		
	NRT Settlement Services of Missouri, Inc.	  	Delaware
		
	NRT Settlement Services of Texas, Inc.	  	Delaware
		
	Pacific Access Holding Company, LLC	  	Delaware
		
	Patriot Settlement Services, LLC	  	Delaware
		
	Premier Settlement Services, LLC	  	Delaware
		
	Processing Solutions, Incorporated	  	Texas
		
	Rocky Mountain Settlement Services, LLC	  	Delaware
		
	Scranton Abstract, LLC	  	Delaware
		
	Secured Land Transfers, Inc.	  	Pennsylvania
		
	South Land Title Co., Inc.	  	Texas
		
	South-Land Title of Montgomery County, Inc.	  	Texas









			
	 Grantor
	  	 Location of Filing Office

	St. Joe Title Services, Inc.	  	Florida
		
	St. Joe Title Services, LLC	  	Delaware
		
	Summit Escrow	  	California
		
	TAW Holding Inc.	  	Texas
		
	TBR Settlement Services, LLC	  	Delaware
		
	Terramar Guaranty Title & Trust, Inc.	  	Florida
		
	Texas American Title Company	  	Texas
		
	Texas American Title Company of Austin	  	Texas
		
	Texas American Title Company of Corpus Christi	  	Delaware
		
	Title Resource Group Affiliates Holdings, Inc.	  	Delaware
		
	Title Resource Group Holdings, Inc.	  	Delaware
		
	Title Resource Group LLC	  	Delaware
		
	Title Resource Group Services Corporation	  	Delaware
		
	Title Resources Incorporated	  	Delaware
		
	West Coast Escrow Closing Co.	  	California
		
	West Coast Escrow Company	  	California








 Schedule V to the 
 Collateral Agreement 
 EXCLUDED PLEDGES 
 Equity interests in the majority-owned joint ventures (as listed below): 
  

					
	 Joint Venture
	  	 Jurisdiction of
Organization
	  	 Ownership

	Atlantic Title & Trust, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	Associates Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 73%
			
	Baldwin County Settlement Services, LLC	  	Alabama	  	Titles Resource Group Affiliates Holdings, Inc. – 55%
			
	Burnet Title of Indiana, LLC	  	Indiana	  	Burnet Title L.L.C. – 75%
			
	Cambridge Settlement Services.Com, LLC	  	Alabama	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	First Advantage Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	First Place Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Island Settlement Services, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 60%
			
	Keystone Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	King Title Services, LLC	  	Alabama	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Lehigh Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Lincoln Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	Mercury Settlement Services, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%









					
	 Joint Venture
	  	 Jurisdiction of
Organization
	  	 Ownership

	Metro Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	NRT Title Agency, LLC	  	Delaware	  	Title Resource Group LLC – 60%
			
	NRT Title Services of Maryland, LLC	  	Delaware	  	NRT Mid-Atlantic Title Services, LLC – 51%
			
	Platinum Title & Settlement Services, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Professionals’ Title Company, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	Quality Title, LLC	  	Ohio	  	Title Resource Group Holdings, Inc. – 51%
			
	Residential Title Agency, LLC	  	Ohio	  	Burnet Title of Ohio, LLC – 51%
			
	Riverbend Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Security Settlement Services, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Skyline Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 60%
			
	St. Mary’s Title Services, LLC	  	New Hampshire	  	Market Street Settlement Group, Inc. – 55%
			
	Sunland Title, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 51%
			
	Susquehanna Land Transfers, LLC	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%
			
	The Masiello Group Closing Services, LLC	  	New Hampshire	  	Market Street Settlement Group, Inc. – 55%









					
	 Joint Venture
	  	 Jurisdiction of
Organization
	  	 Ownership

	The Sunshine Group (Florida) Ltd. Corp.	  	Florida	  	NRT Sunshine Inc. – 90%
			
	The Sunshine Group (Florida) Limited Partnership	  	Delaware	  	 The Sunshine Group (Florida) Ltd. Corp. – 75%
  
 Soleil Florida Corp. – 25%

			
	West Coast Valencia Escrow Company, Inc.	  	Delaware	  	Title Resource Group Affiliates Holdings, Inc. – 55%








 Schedule VI to the 
 Collateral Agreement 
 SIGNIFICANT SUBSIDIARIES 
 Realogy Services Group LLC 
 Realogy Operations, Inc. 
 Coldwell Banker Corporation 
 Coldwell Banker Real Estate Corporation

 Realogy Intellectual Property Holdings I, Inc. 
 Realogy
Intellectual Property Holdings II, Inc. 
 CB TM Corp. 
 C21 TM
Corp. 
 NRT Incorporated 
 Cartus Corporation