**Exhibit 10.11**

**INTERCREDITOR AGREEMENT**

Intercreditor Agreement (this“Agreement”), dated as of February 3, 2011, among JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, with its successors and assigns, and as more specifically defined below, the “First Lien SeniorPriority Representative”) for the First Lien Senior Priority Secured Parties (as defined below), The Bank of New York Mellon Trust Company, N.A., as Collateral Agent (in such capacity, with its successors and assigns, and as morespecifically defined below, the “First Lien Junior Priority Representative”) for the First Lien Junior Priority Secured Parties (as defined below), REALOGY CORPORATION (the “Borrower”) and each of the other LoanParties (as defined below) party hereto. 

WHEREAS, the Borrower, Domus Intermediate Holdings Corp.(“Holdings”), the First Lien Senior Priority Representative and certain financial institutions and other entities are parties to the Credit Agreement dated as of April 10, 2007, as amended or modified by the IncrementalAssumption Agreement dated as of September 28, 2009, as amended, modified and supplemented from time to time (the “Second Lien Incremental Assumption Agreement”), as proposed to be further amended or modified on the date hereofby the First Amendment, to be dated as of the date hereof (the “First Amendment”), and as further amended, modified and supplemented from time to time (the “Existing Credit Agreement”; capitalized terms used in thisAgreement and not otherwise defined herein shall have the respective meanings assigned thereto in the Existing Credit Agreement), pursuant to which such financial institutions and other entities have made and have agreed to make loans and extendother financial accommodations to the Borrower; and 

WHEREAS, the Borrower, Holdings, Domus Holdings Corp., the other LoanParties thereto and The Bank of New York Mellon Trust Company, N.A., as trustee, are parties to that certain Indenture dated as of the date hereof, as amended, modified and supplemented from time to time (the “First Lien Junior PriorityIndenture”) governing the $700,000,000 of 7.875% Senior Secured Notes due February 15, 2019 (the “First Lien Junior Priority Notes”); and 

WHEREAS, the Borrower and the other Loan Parties have granted to the First Lien Senior Priority Representative security interests in the Common Collateral as security for payment and performance of theFirst Lien Senior Priority Obligations; and 

WHEREAS, in connection with the First Amendment and the First Lien JuniorPriority Indenture, the Borrower and the other Loan Parties propose to grant to the First Lien Junior Priority Representative security interests in the Common Collateral junior to the security interests granted to the First Lien Senior PriorityRepresentative as security for payment and performance of the First Lien Junior Priority Obligations; and 

WHEREAS, it is acondition precedent to the effectiveness of the First Lien Junior Priority Indenture that the parties hereto shall have executed and delivered this Agreement for the purpose of setting forth the relative priority of the liens created by the FirstLien Senior Priority Security Documents and the First Lien Junior Priority Security Documents (as such terms are hereinafter defined) in respect of the exercise of the rights and remedies and priorities in respect of the Common Collateral and theapplication of proceeds thereof; and 

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein containedand other good and valuable consideration, the existence and sufficiency of which are expressly recognized by all of the parties hereto, the parties agree as follows: 

**SECTION 1.***Definitions*. 

1.1 Defined Terms. Thefollowing terms, as used herein, have the following meanings: 

“Additional First Lien Junior PriorityAgreement” means any agreement permitted to be designated as such by the First Lien Senior Priority Agreement and the First Lien Junior Priority Agreement. 

“Additional First Lien Senior Priority Agreement” means any agreement permitted to be designated as such by the First Lien Senior Priority Agreement and the First Lien Junior PriorityAgreement. 

“Agreement” has the meaning set forth in the introductory paragraph hereof. 

“Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.), as amended from time to time.

“Borrower” has the meaning set forth in the introductory paragraph hereof. 

“Cash Management Obligations” means, with respect to any Loan Party or any other Subsidiary of the Borrower, anyobligations of such Loan Party or Subsidiary owed to any First Lien Senior Priority Secured Party (or any of its affiliates) in respect of overdrafts and related liabilities or arising from treasury, depositary or other cash management services andfacilities (including, but not limited to, intraday, ACH and purchasing card/T&E services) or arising from any automated-clearing-house transfers of funds or from other transactions or arrangements referred to in Section 6.01(w) of theExisting Credit Agreement. 

“Common Collateral” means all assets that are both First Lien Senior PriorityCollateral and First Lien Junior Priority Collateral. 

“Comparable First Lien Junior Priority SecurityDocument” means, in relation to any Common Collateral subject to any First Lien Senior Priority Security Document, the applicable First Lien Junior Priority Security Document that creates a security interest in such Common Collateral,granted by the same Loan Party, as applicable. 

“DIP Financing” has the meaning set forth inSection 5.2. 

 
2 

“Enforcement Action” means, with respect to the First Lien Senior PriorityObligations or the First Lien Junior Priority Obligations, the exercise of any rights and remedies with respect to any Common Collateral securing such obligations or the commencement or prosecution of enforcement of any of the rights and remedieswith respect to the Common Collateral under, as applicable, the First Lien Senior Priority Documents or the First Lien Junior Priority Documents, or applicable law, including without limitation the exercise of any rights of set-off or recoupment,and the exercise of any rights or remedies of a secured creditor under the Uniform Commercial Code of any applicable jurisdiction or under the Bankruptcy Code. 

“Existing Credit Agreement” has the meaning set forth in the first WHEREAS clause of this Agreement. 

“First Lien Junior Priority Agreement” means the collective reference to (a) the First Lien Junior Priority Indenture, (b) the First Lien Junior Priority Notes, (c) anyAdditional First Lien Junior Priority Agreement and (d) any other credit agreement, loan agreement, note agreement, promissory note, indenture, or other agreement or instrument evidencing or governing the terms of any indebtedness or otherfinancial accommodation that has been incurred to extend, increase, renew, refund, replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in partfrom time to time (i) the First Lien Junior Priority Notes or (ii) any indebtedness and other obligations outstanding under (x) the First Lien Junior Priority Indenture that is secured *pari passu* with the First Lien JuniorPriority Refinancing Notes, (y) any Additional First Lien Junior Priority Agreement or (z) any other agreement or instrument referred to in this clause (c). Any reference to the First Lien Junior Priority Agreement hereunder shall bedeemed a reference to any First Lien Junior Priority Agreement then extant. 

“First Lien Junior PriorityCollateral” means all assets, whether now owned or hereafter acquired by the Borrower or any other Loan Party, in which a Lien is granted or purported to be granted to any First Lien Junior Priority Secured Party as security for any FirstLien Junior Priority Obligation. 

“First Lien Junior Priority Collateral Agreement” means the CollateralAgreement, dated as of the date hereof, among Holdings, the Borrower, the other grantors party thereto, and the First Lien Junior Priority Representative, as amended, modified and supplemented from time to time, and any other agreements anddocuments purporting to grant rights in First Lien Junior Priority Collateral executed and delivered pursuant to any Additional First Lien Junior Priority Agreement. 

“First Lien Junior Priority Creditors” means the holders of the First Lien Junior Priority Notes, any holders of Additional First Lien Junior Priority Obligations and any Persons that areotherwise “Secured Parties” (as defined in the First Lien Junior Priority Collateral Agreement) with a First Lien Junior Priority Lien. 

“First Lien Junior Priority Documents” means each First Lien Junior Priority Agreement, each First Lien Junior Priority Security Document and each First Lien Junior Priority Guarantee.

“First Lien Junior Priority Guarantee” means any guarantee by any Loan Party of any or all of the First LienJunior Priority Obligations. 

 
3 

“First Lien Junior Priority Indenture” has the meaning set forth in thethird WHEREAS clause of this Agreement. 

“First Lien Junior Priority Lien” means any Lien created by theFirst Lien Junior Priority Security Documents. 

“First Lien Junior Priority Notes” has the meaning set forthin the third WHEREAS clause of this Agreement. 

“First Lien Junior Priority Obligations” means (a) withrespect to the First Lien Junior Priority Indenture and First Lien Junior Priority Notes, all “Secured Obligations” of each Loan Party as defined in the First Lien Junior Priority Collateral Agreement and (b) with respect to eachother First Lien Junior Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all indebtedness under the First Lien Junior Priority Agreement, and (ii) allguarantee obligations, fees, expenses (including, without limitation, reasonable fees, expenses and disbursements of agents, professional advisers and counsel) and other amounts payable from time to time pursuant to such First Lien Junior PriorityAgreement, in each case whether or not allowed or allowable in an Insolvency Proceeding. To the extent any payment with respect to any First Lien Junior Priority Obligation (whether by or on behalf of any Loan Party, as proceeds of security,enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Lien Senior Priority Secured Party, receiver or similarPerson, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Lien Senior Priority Secured Parties and the First Lien Junior Priority SecuredParties, be deemed to be reinstated and outstanding as if such payment had not occurred. 

“First Lien Junior PriorityRepresentative” has the meaning set forth in the introductory paragraph hereof, but shall also include any Person identified as a “First Lien Junior Priority Representative” in any First Lien Junior Priority Agreement other thanthe First Lien Junior Priority Indenture. 

“First Lien Junior Priority Secured Parties” means the First LienJunior Priority Representative, the First Lien Junior Priority Creditors and any other holders of the First Lien Junior Priority Obligations. 

“First Lien Junior Priority Security Documents” means the First Lien Junior Priority Collateral Agreement, each of the security agreements executed and delivered pursuant to any FirstLien Junior Priority Agreement and the security agreements and other instruments and documents executed and delivered pursuant to the First Lien Junior Priority Collateral Agreement. 

“First Lien Senior Priority Agreement” means the collective reference to (a) the Existing Credit Agreement withrespect to any Loans (other than the Second Lien Term Loans or any Loans secured on a *pari passu* with, or on a junior basis to, such Second Lien Term Loans), (b) any Additional First Lien Senior Priority Agreement and (c) any othercredit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of any indebtedness or other financial accommodation that has been incurred to extend, increase, renew,refund, 

 
4 

replace (whether upon or after termination or otherwise) or refinance (including by means of sales of debt securities to institutional investors) in whole or in part from time to time theindebtedness and other obligations outstanding under the Existing Credit Agreement that are subject to a First Lien Senior Priority Lien, any Additional First Lien Senior Priority Agreement or any other agreement or instrument referred to in thisclause (c) unless such agreement or instrument expressly provides that it is not intended to be and is not a First Lien Senior Priority Agreement hereunder (a “Replacement First Lien Senior Priority Agreement”). Any referenceto the First Lien Senior Priority Agreement hereunder shall be deemed a reference to any First Lien Senior Priority Agreement then extant, as amended, modified and supplemented from time to time. 

“First Lien Senior Priority Collateral” means all assets, whether now owned or hereafter acquired by the Borrower or anyother Loan Party, in which a Lien is granted or purported to be granted to any First Lien Senior Priority Secured Party as security for any First Lien Senior Priority Obligation. 

“First Lien Senior Priority Collateral Agreement” means the Guarantee and Collateral Agreement, dated as ofApril 10, 2007, among Holdings, the Borrower, the grantors party thereto and the First Lien Senior Priority Representative, as amended, modified and supplemented from time to time. 

“First Lien Senior Priority Creditors” means with respect to (i) the Existing Credit Agreement, “Lenders”with respect to the Term B Loans and the Revolving Facility Loans, “Incremental Revolving Facility Lenders” with respect to Loans secured on a *pari passu* basis with the Term B Loans, “Incremental Term Lenders” with respectto Loans secured on a *pari passu* basis with the Term B Loans and “Synthetic L/C Lenders”, “Swingline Lender”, “Issuing Bank” and “Administrative Agent” as such terms are defined in the Existing CreditAgreement, (ii) any other First Lien Senior Priority Agreement, the “Lenders”, “Swingline Lender”, “Issuing Bank” and “Administrative Agent” as such terms are defined in such other First Lien SeniorPriority Agreement and (iii) any First Lien Senior Priority Agreement, any Persons that are designated under such First Lien Senior Priority Agreement as the “First Lien Senior Priority Creditors” for purposes of this Agreement orthat are otherwise Secured Parties (as defined in the First Lien Senior Priority Collateral Agreement) with a First Lien Senior Priority Lien. 

“First Lien Senior Priority Documents” means the First Lien Senior Priority Agreement, each First Lien Senior Priority Security Document and each First Lien Senior Priority Guarantee.

“First Lien Senior Priority Guarantee” means any guarantee by any Loan Party of any or all of the First LienSenior Priority Obligations. 

“First Lien Senior Priority Lien” means any Lien created by the First LienSenior Priority Security Documents. 

“First Lien Senior Priority Obligations” means (a) with respect tothe Existing Credit Agreement, all “Loan Obligations” of each Loan Party (as defined in the First Lien Senior Priority Collateral Agreement) that are secured by a First Lien Senior Priority Lien and (b) with respect to each otherFirst Lien Senior Priority Agreement, (i) all principal of and interest (including without limitation any Post-Petition Interest) and premium (if any) on all loans made or other indebtedness issued or incurred pursuant to the First Lien SeniorPriority Agreement, (ii) all reimbursement obligations (if any) and 

 
5 

interest thereon (including without limitation any Post-Petition Interest) with respect to any letter of credit or similar instruments issued pursuant to the First Lien Senior Priority Agreement,(iii) all Hedging Obligations, (iv) all Cash Management Obligations, (v) all guarantee obligations, fees, expenses and other amounts payable from time to time pursuant to the First Lien Senior Priority Documents and (vi) anyobligations of any Loan Party under or in respect of any Replacement First Lien Senior Priority Agreement. To the extent any payment with respect to any First Lien Senior Priority Obligation (whether by or on behalf of any Loan Party, as proceeds ofsecurity, enforcement of any right of setoff or otherwise) is declared to be a fraudulent conveyance or a preference in any respect, set aside or required to be paid to a debtor in possession, any First Lien Junior Priority Secured Party, anyreceiver or similar Person, then the obligation or part thereof originally intended to be satisfied shall, for the purposes of this Agreement and the rights and obligations of the First Lien Senior Priority Secured Parties and the First Lien JuniorPriority Secured Parties, be deemed to be reinstated and outstanding as if such payment had not occurred. 

“First LienSenior Priority Obligations Payment Date” means the first date on which (a) the First Lien Senior Priority Obligations (other than those that constitute Unasserted Contingent Obligations) have been paid in full (or cash collateralizedor defeased in accordance with the terms of the First Lien Senior Priority Documents), (b) all commitments to extend credit under the First Lien Senior Priority Documents have been terminated, (c) there are no outstanding letters of creditor similar instruments issued under the First Lien Senior Priority Documents (other than such as have been cash collateralized or defeased in accordance with the terms of the First Lien Senior Priority Documents), and (d) the First Lien SeniorPriority Representative has delivered a written notice to the First Lien Junior Priority Representative stating that the events described in clauses (a), (b) and (c) have occurred to the satisfaction of the First Lien Senior PrioritySecured Parties, which notice shall be delivered by the First Lien Senior Priority Representative promptly after the occurrence of the events described in clauses (a), (b) and (c). 

“First Lien Senior Priority Representative” has the meaning set forth in the introductory paragraph hereof. In the caseof any Replacement First Lien Senior Priority Agreement, the First Lien Senior Priority Representative shall be the Person identified as such in such Agreement. 

“First Lien Senior Priority Secured Parties” means the First Lien Senior Priority Representative, the First Lien Senior Priority Creditors and any other holders of the First Lien SeniorPriority Obligations. 

“First Lien Senior Priority Security Documents” means the First Lien Senior PriorityCollateral Agreement, each of the security agreements executed and delivered pursuant to any First Lien Senior Priority Agreement and the security agreements and other instruments and documents executed and delivered pursuant to the First LienSenior Priority Collateral Agreement or pursuant to Section 5.09 of the Existing Credit Agreement in order to satisfy the Collateral and Guarantee Requirement, and to cause the Collateral and Guarantee Requirement to be and remain satisfied,with respect to the First Lien Senior Priority Creditors. 

“Hedging Obligations” means, with respect to anyLoan Party or a Subsidiary of a Loan Party, any obligations of such Loan Party or Subsidiary of a Loan Party owed to any First Lien Senior Priority Creditor (or any of its affiliates) in respect of any commodity, interest rate or currency swap, cap,floor, collar, forward agreement or other exchange or protection agreement or other Swap Agreement any option with respect to any such transaction. 

 
6 

“Holdings” has the meaning set forth in the first WHEREAS clause of thisAgreement. 

“Insolvency Proceeding” means any proceeding in respect of bankruptcy, insolvency, winding up,receivership, dissolution or assignment for the benefit of creditors, in each of the foregoing events whether under the Bankruptcy Code or any similar federal, state or foreign bankruptcy, insolvency, reorganization, receivership or similar law.

“Lien” means any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including anyagreement to give any of the foregoing, any conditional sale or other title retention agreement or any lease in the nature thereof). 

“Loan Party” means the Borrower and each direct or indirect subsidiary, affiliate or shareholder (or equivalent) of the Borrower or any of its affiliates that is now or hereafter becomesa party to any First Lien Senior Priority Document or First Lien Junior Priority Document; provided, however, that any Loan Party which is not organized under the laws of the United States of America or any state thereof or theDistrict of Columbia and is not required to be a party to any First Lien Junior Priority Document shall not be considered a Loan Party hereunder. All references in this Agreement to any Loan Party shall include such Loan Party as adebtor-in-possession and any receiver or trustee for such Loan Party in any Insolvency Proceeding. 

“Person”means any individual, partnership, limited liability company, joint venture, firm, corporation, association, trust or other enterprise or any government or political subdivision or any agency, department or instrumentality thereof. 

“Post-Petition Interest” means any interest or entitlement to fees or expenses or other charges that accrues after thecommencement of any Insolvency Proceeding, whether or not allowed or allowable in any such Insolvency Proceeding. 

“Replacement First Lien Senior Priority Agreement” has the meaning set forth in the definition of “First LienSenior Priority Agreement”. 

“Second Lien Incremental Assumption Agreement” has the meaning set forth inthe first WHEREAS clause of this Agreement. 

“Second Lien Term Loans” means the “Second Lien TermLoans” as defined in the Second Lien Incremental Assumption Agreement. 

“Secured Parties” means theFirst Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties. 

“Subsidiary”has the meaning set forth in the First Lien Senior Priority Agreement. 

 
7 

“Unasserted Contingent Obligations” shall mean, at any time, First LienSenior Priority Obligations for taxes, costs, indemnifications, reimbursements, damages and other liabilities (excluding (a) the principal of, and interest and premium (if any) on, and fees and expenses relating to, any First Lien SeniorPriority Obligation and (b) contingent reimbursement obligations in respect of amounts that may be drawn under outstanding letters of credit) in respect of which no assertion of liability (whether oral or written) and no claim or demand forpayment (whether oral or written) has been made (and, in the case of First Lien Senior Priority Obligations for indemnification, no notice for indemnification has been issued by the indemnitee) at such time. 

“Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect from time to time in the applicablejurisdiction. 

1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and pluralforms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to befollowed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (i) any definition of or reference toany agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, restated, supplemented or otherwise modified, (ii) any reference herein to anyPerson shall be construed to include such Person’s successors or permitted assigns, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to thisAgreement in its entirety and not to any particular provision hereof, (iv) all references herein to Sections shall be construed to refer to Sections of this Agreement and (v) the words “asset” and “property” shall beconstrued to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 

**SECTION 2.***Lien Priorities*. 

2.1 Subordination of Liens. (a) Any and all Liens now existing or hereafter created or arising in favor of any First Lien Junior Priority Secured Party securing the First Lien Junior PriorityObligations, regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise are expressly junior in priority, operation and effect to any and all Liens now existing or hereafter created or arising in favor of theFirst Lien Senior Priority Secured Parties securing the First Lien Senior Priority Obligations, notwithstanding (i) anything to the contrary contained in any agreement or filing to which any First Lien Junior Priority Secured Party may now orhereafter be a party, and regardless of the time, order or method of grant, attachment, recording or perfection of any financing statements or other security interests, assignments, pledges, deeds, mortgages and other liens, charges or encumbrancesor any defect or deficiency or alleged defect or deficiency in any of the foregoing, (ii) any provision of the Uniform Commercial Code, any applicable law or any First Lien Senior Priority Document or First Lien Junior Priority Document or anyother circumstance whatsoever and (iii) the fact that any such Liens in favor of any First Lien Senior Priority Secured Party securing any of the First Lien Senior Priority Obligations are (x) subordinated to any Lien securing anyobligation of any Loan Party other than the First Lien Junior Priority Obligations or (y) otherwise subordinated, voided, avoided, invalidated or lapsed. 

 
8 

(b) No First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Partyshall object to or contest, or support any other Person in contesting or objecting to, in any proceeding (including without limitation, any Insolvency Proceeding), the validity, extent, perfection, priority or enforceability of any security interestin the Common Collateral granted to the other. Notwithstanding any failure by any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party to perfect its security interests in the Common Collateral or any avoidance,invalidation or subordination by any third party or court of competent jurisdiction of the security interests in the Common Collateral granted to the First Lien Senior Priority Secured Parties or the First Lien Junior Priority Secured Parties, thepriority and rights as between the First Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties with respect to the Common Collateral shall be as set forth herein. 

2.2 Nature of First Lien Senior Priority Obligations. The First Lien Junior Priority Representative on behalf of itself and theother First Lien Junior Priority Secured Parties acknowledges that a portion of the First Lien Senior Priority Obligations represents debt that is revolving in nature and that the amount thereof that may be outstanding at any time or from time totime may be increased or reduced and subsequently reborrowed, and that the terms of the First Lien Senior Priority Obligations may be modified, extended or amended from time to time, and that the aggregate amount of the First Lien Senior PriorityObligations may be increased, replaced or refinanced, in each event, without notice to or consent by the First Lien Junior Priority Secured Parties and without affecting the provisions hereof. The lien priorities provided in Section 2.1 shallnot be altered or otherwise affected by any such amendment, modification, supplement, extension, repayment, reborrowing, increase, replacement, renewal, restatement or refinancing of either the First Lien Senior Priority Obligations or the FirstLien Junior Priority Obligations, or any portion thereof. 

2.3 Agreements Regarding Actions to Perfect Liens.(a) The First Lien Junior Priority Representative on behalf of itself and the other First Lien Junior Priority Secured Parties agrees that UCC-1 financing statements, patent, trademark or copyright filings or other filings or recordings filedor recorded on behalf of the First Lien Junior Priority Representative shall be in form satisfactory to the First Lien Senior Priority Representative; provided, that, the First Lien Junior Priority Representative shall not beresponsible for the filing, form, content or renewal of such UCC financing statements, patent, trademark or copyright filings or other filings or recordings. 

(b) The First Lien Junior Priority Representative agrees on behalf of itself and the other First Lien Junior Priority Secured Parties that all mortgages, deeds of trust, deeds and similar instruments(collectively, “mortgages”) now or hereafter filed against real property in favor of or for the benefit of The Bank of New York Mellon Trust Company, N.A., as agent of the First Lien Junior Priority Representative and the otherFirst Lien Junior Priority Secured Parties shall be in form satisfactory to the First Lien Senior Priority Representative and shall contain the following notation: “The lien created by this mortgage on the property described herein is juniorand subordinate to the lien on such property created by any mortgage, deed of trust or similar instrument now or hereafter granted to the First Lien Senior Priority Representative, and its successors and assigns, in such property, in accordance withthe provisions of the Intercreditor Agreement dated as of February 3, 2011 among JPMorgan Chase Bank, N.A., as First Lien Senior Priority Representative, The Bank of New York Mellon Trust Company, N.A., as First Lien Junior PriorityRepresentative, Realogy Corporation, as the Borrower, and the other Loan Parties referred to therein, as amended from time to time.” 

(c) The First Lien Senior Priority Representative hereby acknowledges that, to the extent that it holds, or a third party holds on its behalf, physical possession of or “control” (as defined inthe Uniform 

 
9 

Commercial Code) over Common Collateral pursuant to the First Lien Senior Priority Security Documents, such possession or control is also for the benefit of, and the First Lien Senior PriorityRepresentative or such third party holds such possession or control as bailee and agent for, the First Lien Junior Priority Representative and the other First Lien Junior Priority Secured Parties solely to the extent required to perfect theirsecurity interest in such Common Collateral (such bailment and agency for perfection being intended, among other things, to satisfy the requirements of Sections 8-301(a)(2) and 9-313(c) of the Uniform Commercial Code). Nothing in the precedingsentences shall be construed to impose any duty on the First Lien Senior Priority Representative (or any third party acting on its behalf) with respect to such Common Collateral or provide the First Lien Junior Priority Representative or any otherFirst Lien Junior Priority Secured Party with any rights with respect to such Common Collateral beyond those specified in this Agreement and the First Lien Junior Priority Security Documents, provided that subsequent to the occurrence of theFirst Lien Senior Priority Obligations Payment Date, the First Lien Senior Priority Representative shall (i) deliver to the First Lien Junior Priority Representative, at the Borrower’s sole cost and expense, the Common Collateral in itspossession or control together with any necessary endorsements to the extent required by the First Lien Junior Priority Documents or (ii) direct and deliver such Common Collateral as a court of competent jurisdiction otherwise directs, andprovided, further, that the provisions of this Agreement are intended solely to govern the respective Lien priorities as between the First Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties andshall not impose on the First Lien Senior Priority Secured Parties any obligations in respect of the disposition of any Common Collateral (or any proceeds thereof) that would conflict with prior perfected Liens or any claims thereon in favor of anyother Person that is not a Secured Party. 

2.4 No New Liens. So long as the First Lien Senior Priority ObligationsPayment Date has not occurred, the parties hereto agree that (a) there shall be no Lien, and no Loan Party shall have any right to create any Lien, on any assets of any Loan Party securing any First Lien Junior Priority Obligation if these sameassets are not subject to, and do not become subject to, a Lien securing the First Lien Senior Priority Obligations and (b) if any First Lien Junior Priority Secured Party shall acquire or hold any Lien on any assets of any Loan Party securingany First Lien Junior Priority Obligation which assets are not also subject to a First Lien Senior Priority Lien, then the First Lien Junior Priority Representative, upon demand by the First Lien Senior Priority Representative, will without the needfor any further consent of any other First Lien Junior Priority Secured Party, notwithstanding anything to the contrary in any other First Lien Junior Priority Document either (i) release such Lien or (ii) assign it to the First LienSenior Priority Representative as security for the First Lien Senior Priority Obligations (in which case the First Lien Junior Priority Representative may retain a junior lien on such assets subject to the terms hereof). To the extent that theforegoing provisions are not complied with for any reason, without limiting any other rights and remedies available to the First Lien Senior Priority Secured Parties, the First Lien Junior Priority Representative and the other First Lien JuniorPriority Secured Parties agree that any amounts received by or distributed to any of them pursuant to or as a result of Liens granted in contravention of this Section 2.4 shall be subject to Section 4.1. 

**SECTION 3.***Enforcement Rights*. 

3.1 Exclusive Enforcement. Until the First Lien Senior Priority Obligations Payment Date has occurred, whether or not an Insolvency Proceeding has been commenced by or against any Loan Party, theFirst Lien Senior Priority Secured Parties shall have the sole and exclusive right to take and continue any Enforcement Action with respect to the Common Collateral, without any consultation with or consent of any First Lien Junior Priority SecuredParty, but subject to the proviso set forth in Section 5.1. Upon the occurrence and during the continuance of a default or an event of default under the First Lien Senior Priority Documents, the First Lien Senior Priority Representative and theother First Lien 

 
10 

Senior Priority Secured Parties may take and continue any Enforcement Action with respect to the First Lien Senior Priority Obligations and the Common Collateral in such order and manner as theymay determine in their sole discretion. 

3.2 Standstill and Waivers. The First Lien Junior Priority Representative, onbehalf of itself and the other First Lien Junior Priority Secured Parties, agrees that, until the First Lien Senior Priority Obligations Payment Date has occurred, subject to the proviso set forth in Section 5.1: 

(a) they will not take or cause to be taken any Enforcement Action; 

(b) they will not take or cause to be taken any action, the purpose or effect of which is to make any Lien in respect of any First LienJunior Priority Obligation *pari passu* with or senior to, or to give any First Lien Junior Priority Secured Party any preference or priority relative to, the Liens with respect to the First Lien Senior Priority Obligations or the First LienSenior Priority Secured Parties with respect to any of the Common Collateral; 

(c) they will not contest, oppose, object to,interfere with, hinder or delay, in any manner, whether by judicial proceedings (including without limitation the filing of an Insolvency Proceeding) or otherwise, any foreclosure, sale, lease, exchange, transfer or other disposition of the CommonCollateral by any First Lien Senior Priority Secured Party or any other Enforcement Action taken (or any forbearance from taking any Enforcement Action) by or on behalf of any First Lien Senior Priority Secured Party; 

(d) they have no right to (i) direct either the First Lien Senior Priority Representative or any other First Lien Senior PrioritySecured Party to exercise any right, remedy or power with respect to the Common Collateral or pursuant to the First Lien Senior Priority Security Documents or (ii) consent or object to the exercise by the First Lien Senior PriorityRepresentative or any other First Lien Senior Priority Secured Party of any right, remedy or power with respect to the Common Collateral or pursuant to the First Lien Senior Priority Security Documents or to the timing or manner in which any suchright is exercised or not exercised (or, to the extent they may have any such right described in this clause (d), whether as a junior lien creditor or otherwise, they hereby irrevocably waive such right); 

(e) they will not institute any suit or other proceeding or assert in any suit, Insolvency Proceeding or other proceeding any claimagainst any First Lien Senior Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise, with respect to, and no First Lien Senior Priority Secured Party shall be liable for, any actiontaken or omitted to be taken by any First Lien Senior Priority Secured Party with respect to the Common Collateral or pursuant to the First Lien Senior Priority Documents; and 

(f) they will not seek, and hereby waive any right, to have the Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of the Common Collateral. 

3.3 Judgment Creditors. Except as otherwise specifically set forth in Sections 3.1 and 3.2, the First Lien Junior PriorityRepresentative and the First Lien Junior Priority Secured Parties may 

 
11 

exercise rights and remedies as unsecured creditors against the Borrower or any other Loan Party in accordance with the terms of the First Lien Junior Priority Documents and applicable law;provided that in the event that any First Lien Junior Priority Secured Party becomes a judgment lien creditor as a result of its enforcement of its rights as an unsecured creditor, such judgment lien shall be subject to the terms of thisAgreement for all purposes (including in relation to the First Lien Senior Priority Liens and the First Lien Senior Priority Obligations) to the same extent as all other Liens securing the First Lien Junior Priority Obligations are subject to theterms of this Agreement. 

3.4 Cooperation. The First Lien Junior Priority Representative, on behalf of itself and theother First Lien Junior Priority Secured Parties, agrees that each of them shall take such actions, at the sole cost and expense of the Loan Parties, as the First Lien Senior Priority Representative shall reasonably request in connection with theexercise by the First Lien Senior Priority Secured Parties of their rights set forth herein. 

3.5 No Additional Rights Forthe Loan Parties Hereunder. Except as provided in Section 3.6, if any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party shall enforce its rights or remedies in violation of the terms of this Agreement, noLoan Party shall be entitled to use such violation as a defense to any action by any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party, nor to assert such violation as a counterclaim or basis for set off orrecoupment against any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party. 

3.6 ActionsUpon Breach. (a) If any First Lien Junior Priority Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Loan Party or the Common Collateral, such Loan Party, with the prior writtenconsent of the First Priority Secured Representative, may interpose as a defense or dilatory plea the making of this Agreement, and any First Lien Senior Priority Secured Party may intervene and interpose such defense or plea in its or their name orin the name of such Loan Party. 

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

**SECTION 4.***Application of Proceeds of Common Collateral; Dispositions and Releases of Common Collateral; Inspection and Insurance.*

4.1 Application of Proceeds; Turnover Provisions**. All proceeds of Common Collateral (including without limitation anyinterest earned thereon) resulting from the sale, collection or other 

 
12 

disposition of Common Collateral in connection with an Enforcement Action, whether or not pursuant to an Insolvency Proceeding, shall be distributed as follows: first to the First LienSenior Priority Representative for application to the First Lien Senior Priority Obligations in accordance with the terms of the First Lien Senior Priority Documents, until the First Lien Senior Priority Obligations Payment Date has occurred andthereafter, to the First Lien Junior Priority Representative for application to the First Lien Junior Priority Obligations in accordance with the terms of the First Lien Junior Priority Documents. Until the occurrence of the First Lien SeniorPriority Obligations Payment Date, any Common Collateral, including without limitation any such Common Collateral constituting proceeds, that may be received by any First Lien Junior Priority Secured Party in violation of this Agreement shall besegregated and held in trust and promptly paid over to the First Lien Senior Priority Representative, for the benefit of the First Lien Senior Priority Secured Parties, in the same form as received, with any necessary endorsements, and each FirstLien Junior Priority Secured Party hereby authorizes the First Lien Senior Priority Representative to make any such endorsements as agent for the First Lien Junior Priority Representative (which authorization, being coupled with an interest, isirrevocable). 

4.2 Releases of First Lien Junior Priority Lien. (a) Upon any release, sale or disposition ofCommon Collateral permitted pursuant to the terms of the First Lien Senior Priority Documents that results in the release of the First Lien Senior Priority Lien on any Common Collateral (excluding any sale or other disposition that is expresslyprohibited by the First Lien Junior Priority Agreement as in effect on the date hereof unless such sale or disposition is consummated in connection with an Enforcement Action or consummated after the institution of any Insolvency Proceeding), theFirst Lien Junior Priority Lien on such Common Collateral (excluding any portion of the proceeds of such Common Collateral remaining after the First Lien Senior Priority Obligations Payment Date occurs) shall be automatically and unconditionallyreleased with no further consent or action of any Person. 

(b) The First Lien Junior Priority Representative shall promptlyexecute and deliver such release documents and instruments, in form and substance satisfactory to the Administrative Agent, and shall take such further actions, at the sole cost and expense of the Loan Parties, as the First Lien Senior PriorityRepresentative shall reasonably request to evidence any release of the First Lien Junior Priority Lien described in paragraph (a). The First Lien Junior Priority Representative hereby appoints the First Lien Senior Priority Representative and anyofficer or duly authorized person of the First Lien Senior Priority Representative, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power of attorney in the place and stead of the First Lien JuniorPriority Representative and in the name of the First Lien Junior Priority Representative or in the First Lien Senior Priority Representative’s own name, from time to time, in the First Lien Senior Priority Representative’s sole discretion,for the purposes of carrying out the terms of this Section 4.2, to take any and all appropriate action and to execute and deliver any and all documents and instruments as may be necessary or desirable to accomplish the purposes of thisSection 4.2, including, without limitation, any financing statements, endorsements, assignments, releases or other documents or instruments of transfer (which appointment, being coupled with an interest, is irrevocable). 

4.3 Inspection Rights and Insurance. (a) Any First Lien Senior Priority Secured Party and its representatives and inviteesmay at any time inspect, repossess, remove and otherwise deal with the Common Collateral, and the First Lien Senior Priority Representative may advertise and conduct public auctions or private sales of the Common Collateral, in each case withoutnotice to, the involvement of or interference by any First Lien Junior Priority Secured Party or liability to any First Lien Junior Priority Secured Party. 

 
13 

(b) Until the First Lien Senior Priority Obligations Payment Date has occurred, the FirstLien Senior Priority Representative will have the sole and exclusive right (i) to be named as additional insured and loss payee under any insurance policies maintained from time to time by any Loan Party (except that the First Lien JuniorPriority Representative shall have the right to be named as additional insured and loss payee so long as its junior lien status is identified in a manner satisfactory to the First Lien Senior Priority Representative); (ii) as among the SecuredParties, to adjust or settle any insurance policy or claim covering the Common Collateral in the event of any loss thereunder and (iii) as among the Secured Parties, to approve any award granted in any condemnation or similar proceedingaffecting the Common Collateral. 

**SECTION 5.***Insolvency Proceedings.*

5.1 Filing of Motions. Until the First Lien Senior Priority Obligations Payment Date has occurred, the First Lien Junior PriorityRepresentative agrees on behalf of itself and the other First Lien Junior Priority Secured Parties that no First Lien Junior Priority Secured Party shall, in or in connection with any Insolvency Proceeding, file any pleadings or motions, take anyposition at any hearing or proceeding of any nature, or otherwise take any action whatsoever, in each case that (a) violates, or is prohibited by, this Section 5 (or, in the absence of an Insolvency Proceeding, otherwise would violate orbe prohibited by this Agreement), (b) asserts any right, benefit or privilege that arises in favor of the First Lien Junior Priority Representative or First Lien Junior Priority Secured Parties, in whole or in part, as a result of theirinterest in the Common Collateral or in the First Lien Junior Priority Lien (unless the assertion of such right is expressly permitted by this Agreement) or (c) challenges the validity, priority, enforceability or voidability of any Liens orclaims held by the First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Party, or the extent to which the First Lien Senior Priority Obligations constitute secured claims under Section 506(a) of theBankruptcy Code or otherwise; provided that the First Lien Junior Priority Representative may file a proof of claim in an Insolvency Proceeding, subject to the limitations contained in this Agreement and only if consistent with the terms andthe limitations on the First Lien Junior Priority Representative imposed hereby. 

5.2 Financing Matters**. If anyLoan Party becomes subject to any Insolvency Proceeding, and if the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties desire to consent (or not object) to the use of cash collateral under theBankruptcy Code or to provide financing to any Loan Party under the Bankruptcy Code or to consent (or not object) to the provision of such financing to any Loan Party by any third party (any such financing, “DIP Financing”), thenthe First Lien Junior Priority Representative agrees, on behalf of itself and the other First Lien Junior Priority Secured Parties, that each First Lien Junior Priority Secured Party (a) will be deemed to have consented to, will raise noobjection to, nor support any other Person objecting to, the use of such cash collateral or to such DIP Financing, (b) will not request or accept adequate protection or any other relief in connection with the use of such cash collateral or suchDIP Financing except as set forth in paragraph 5.4 below, (c) will subordinate (and will be deemed hereunder to have subordinated) the First Lien Junior Priority Liens (i) (x) to such DIP Financing on the same terms as the First LienSenior Priority Liens are subordinated thereto or (y) if such DIP Financing is secured by Liens which are equally and ratably ranked with the First Lien Senior Priority Liens, to such DIP Financing on the same terms as the First Lien JuniorPriority Liens are subordinated to the First Lien Senior Priority Liens (and any such subordination under clause (x) or (y) will not alter in any manner the terms of this Agreement), (ii) to any adequate protection provided to theFirst Lien Senior Priority Secured Parties and (iii) to any “carve-out” agreed to by the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties, and (d) agrees that notice received twoBusiness Days prior to the entry of an order approving such usage of cash collateral or approving such financing shall be adequate notice. 

 
14 

5.3 Relief From the Automatic Stay. The First Lien Junior Priority Representativeagrees, on behalf of itself and the other First Lien Junior Priority Secured Parties, that none of them will seek relief from the automatic stay or from any other stay in any Insolvency Proceeding or take any action in derogation thereof, in eachcase in respect of any Common Collateral, without the prior written consent of the First Lien Senior Priority Representative. 

5.4 Adequate Protection. The First Lien Junior Priority Representative, on behalf of itself and the other First Lien JuniorPriority Secured Parties, agrees that none of them shall object, contest, or support any other Person objecting to or contesting, (a) any request by the First Lien Senior Priority Representative or the other First Lien Senior Priority SecuredParties for adequate protection or any adequate protection provided to the First Lien Senior Priority Representative or the other First Lien Senior Priority Secured Parties or (b) any objection by the First Lien Senior Priority Representativeor any other First Lien Senior Priority Secured Parties to any motion, relief, action or proceeding based on a claim of a lack of adequate protection or (c) the payment of interest, fees, expenses or other amounts to the First Lien SeniorPriority Representative or any other First Lien Senior Priority Secured Party under Section 506(b) or 506(c) of the Bankruptcy Code or otherwise. Notwithstanding anything contained in this Section and in Section 5.2(b) (but subject to allother provisions of this Agreement, including, without limitation, Sections 5.2(a) and 5.3), in any Insolvency Proceeding, (i) if the First Lien Senior Priority Secured Parties (or any subset thereof) are granted adequate protection consistingof additional collateral (with replacement liens on such additional collateral) and superpriority claims in connection with any DIP Financing or use of cash collateral, then in connection with any such DIP Financing or use of cash collateral theFirst Lien Junior Priority Representative, on behalf of itself and any of the First Lien Junior Priority Secured Parties, may seek or accept adequate protection consisting solely of (x) a replacement Lien on the same additional collateral,subordinated to the Liens securing the First Lien Senior Priority Obligations and such DIP Financing on the same basis as the other Liens securing the First Lien Junior Priority Obligations are so subordinated to the First Lien Senior PriorityObligations under this Agreement, (y) superpriority claims junior in all respects to the superpriority claims granted to the First Lien Senior Priority Secured Parties and (z) without prejudice to any right of any First Lien SeniorPriority Secured Party to object thereto, the payment of post-petition interest (provided, in the case of this clause (z), that the First Lien Senior Priority Secured Parties have been granted adequate protection in the form of post-petitioninterest reasonably satisfactory to them), provided, however, that the First Lien Junior Priority Representative shall have irrevocably agreed, pursuant to Section 1129(a)(9) of the Bankruptcy Code, on behalf of itself and theFirst Lien Junior Priority Secured Parties, in any stipulation and/or order granting such adequate protection, that such junior superpriority claims may be paid under any plan of reorganization in any combination of cash, debt, equity or otherproperty having a value on the effective date of such plan equal to the allowed amount of such claims and (ii) in the event the First Lien Junior Priority Representative, on behalf of itself and the First Lien Junior Priority Secured Parties,seeks or accepts adequate protection in accordance with clause (i) above and such adequate protection is granted in the form of additional collateral, then the First Lien Junior Priority Representative, on behalf of itself or any of the FirstLien Junior Priority Secured Parties, agrees that the First Lien Senior Priority Representative shall also be granted a senior Lien on such additional collateral as security for the First Lien Senior Priority Obligations and any such DIP Financingand that any Lien on such additional collateral securing the First Lien Junior Priority Obligations shall be subordinated to the Liens on such collateral securing the First Lien Senior Priority Obligations and any such DIP Financing (and allobligations relating thereto) and any other Liens granted to the First Lien Senior Priority Secured Parties as adequate protection, with such subordination to be on the same terms that the other Liens securing the First Lien Junior PriorityObligations are subordinated to such First Lien Senior Priority Obligations under this Agreement. The First Lien Junior Priority Representative, on behalf of itself and the other First Lien Junior Priority Secured Parties, agrees that except asexpressly set forth in this Section none of them shall seek or accept adequate protection without the prior written consent of the First Lien Senior Priority Representative. 

 
15 

5.5 Avoidance Issues. If any First Lien Senior Priority Secured Party is required inany Insolvency Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of any Loan Party, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found tobe a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the First Lien Senior Priority Obligations shall be reinstated tothe extent of such Recovery and deemed to be outstanding as if such payment had not occurred and the First Lien Senior Priority Obligations Payment Date shall be deemed not to have occurred. If this Agreement shall have been terminated prior to suchRecovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. Prior to the First Lien Senior PriorityObligations Payment Date (but subject to the first sentence of this Section 5.5), the First Lien Junior Priority Secured Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating toany distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turnedover for application in accordance with the priorities set forth in this Agreement. 

5.6 Asset Dispositions in anInsolvency Proceeding. In an Insolvency Proceeding, neither the First Lien Junior Priority Representative nor any other First Lien Junior Priority Secured Party shall oppose any sale or disposition of any assets of any Loan Party that issupported by the First Lien Senior Priority Secured Parties, and the First Lien Junior Priority Representative and each other First Lien Junior Priority Secured Party will be deemed to have consented under Section 363 of the Bankruptcy Code(and otherwise) to any sale supported by the First Lien Senior Priority Secured Parties and to have released their Liens on such assets (provided that the First Lien Junior Priority Lien on any proceeds constituting Common Collateral from such saleor disposition remaining after the First Lien Senior Priority Obligations Payment Date occurs shall continue). 

5.7Separate Grants of Security and Separate Classification. Each Secured Party acknowledges and agrees that (a) the grants of Liens pursuant to the First Lien Senior Priority Security Documents and the First Lien Junior Priority SecurityDocuments constitute two separate and distinct grants of Liens and (b) because of, among other things, their differing rights in the Common Collateral, the First Lien Senior Priority Obligations and the First Lien Junior Priority Obligationsare fundamentally different from each other and must be separately classified in any plan of reorganization proposed or adopted in an Insolvency Proceeding. To further effectuate the intent of the parties as provided in the immediately precedingsentence, if it is held that the claims of the First Lien Senior Priority Secured Parties and First Lien Junior Priority Secured Parties in respect of the Common Collateral constitute only one secured claim (rather than separate classes of seniorand junior secured claims), then the First Lien Junior Priority Secured Parties hereby acknowledge and agree that all distributions shall be made as if there were separate classes of senior and junior secured claims against the Loan Parties inrespect of the Common Collateral, with the effect being that, to the extent that the aggregate value of the Common Collateral is sufficient (for this purpose ignoring all claims held by the First Lien Junior Priority Secured Parties), the First LienSenior Priority Secured Parties shall be entitled to receive, in addition to amounts distributed to them in respect of principal, pre-petition interest and other claims, all amounts owing in respect of Post-Petition Interest before any distributionis made in respect of the claims held by the First Lien Junior Priority Secured Parties. The First Lien Junior Priority Secured Parties hereby acknowledge and agree to turn over to the First Lien Senior Priority Secured Parties upon written requesttherefor amounts otherwise received or receivable by them to the extent necessary to effectuate the intent of the preceding sentence, even if such turnover has the effect of reducing the claim or recovery of the First Lien Junior Priority SecuredParties. 

 
16 

5.8 No Waivers of Rights of First Lien Senior Priority Secured Parties. Nothingcontained herein shall prohibit or in any way limit the First Lien Senior Priority Representative or any other First Lien Senior Priority Secured Party from objecting in any Insolvency Proceeding or otherwise to any action taken by any First LienJunior Priority Secured Party not expressly permitted hereunder, including the seeking by any First Lien Junior Priority Secured Party of adequate protection (except as provided in Section 5.4). 

5.9 Other Matters. To the extent that the First Lien Junior Priority Representative or any First Lien Junior Priority SecuredParty has or acquires rights under Section 363 or Section 364 of the Bankruptcy Code with respect to any of the Common Collateral, the First Lien Junior Priority Representative agrees, on behalf of itself and the other First Lien JuniorPriority Secured Parties not to assert any of such rights without the prior written consent of the First Lien Senior Priority Representative unless expressly permitted to do so hereunder. 

5.10 Effectiveness in Insolvency Proceedings. This Agreement, which the parties hereto expressly acknowledge is a“subordination agreement” under section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding. 

**SECTION 6.***Security Documents.*

(a) Each Loan Party and theFirst Lien Junior Priority Representative, on behalf of itself and the First Lien Junior Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Lien Junior PriorityDocuments inconsistent with or in violation of this Agreement. 

(b) Each Loan Party and the First Lien Senior PriorityRepresentative, on behalf of itself and the First Lien Senior Priority Secured Parties, agrees that it shall not at any time execute or deliver any amendment or other modification to any of the First Lien Senior Priority Documents inconsistent withor in violation of this Agreement. 

(c) In the event the First Lien Senior Priority Representative enters into any amendment,waiver or consent in respect of any of the First Lien Senior Priority Security Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First Lien Senior Priority SecurityDocument or changing in any manner the rights of any parties thereunder, then such amendment, waiver or consent shall apply automatically to any comparable provision of the Comparable First Lien Junior Priority Security Document without the consentof or action by any First Lien Junior Priority Secured Party (with all such amendments, waivers and modifications subject to the terms hereof); provided that (other than with respect to amendments, modifications or waivers that secureadditional extensions of credit and add additional secured creditors and do not violate the express provisions of the First Lien Junior Priority Agreements), (i) no such amendment, waiver or consent shall have the effect of removing assetssubject to the Lien of any First Lien Junior Priority Security Document, except to the extent that a release of such Lien is permitted by Section 4.2, (ii) any such amendment, waiver or consent that materially and adversely affects therights of the First Lien Junior Priority Secured Parties (other than the First Lien Junior Priority Representative) and does not affect the First Lien Senior Priority Secured Parties in a like or similar manner shall not apply to the First LienJunior Priority Security Documents without the consent of the First Lien Junior Priority 

 
17 

Representative, (iii) no such amendment, waiver or consent with respect to any provision applicable to the First Lien Junior Priority Representative under the First Lien Junior PriorityDocuments shall be made without the prior written consent of the First Lien Junior Priority Representative and (iv) notice of such amendment, waiver or consent shall be given to the First Lien Junior Priority Representative no later than 30days after its effectiveness, provided that the failure to give such notice shall not affect the effectiveness and validity thereof. 

**SECTION 7.***Reliance; Waivers; etc.*

7.1 Reliance. TheFirst Lien Senior Priority Documents are deemed to have been executed and delivered, and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The First Lien Junior Priority Representative, onbehalf of itself and the First Lien Junior Priority Secured Parties, expressly waives all notice of the acceptance of and reliance on this Agreement by the First Lien Senior Priority Secured Parties. The First Lien Junior Priority Documents aredeemed to have been executed and delivered and all extensions of credit thereunder are deemed to have been made or incurred, in reliance upon this Agreement. The First Lien Senior Priority Representative expressly waives all notices of theacceptance of and reliance by the First Lien Junior Priority Representative and the First Lien Junior Priority Secured Parties. 

7.2 No Warranties or Liability. The First Lien Junior Priority Representative and the First Lien Senior Priority Representativeacknowledge and agree that neither has made any representation or warranty with respect to the execution, validity, legality, completeness, collectibility or enforceability of any other First Lien Senior Priority Document or any First Lien JuniorPriority Document. Except as otherwise provided in this Agreement, the First Lien Junior Priority Representative and the First Lien Senior Priority Representative will be entitled to manage and supervise their respective extensions of credit to anyLoan Party in accordance with law and their usual practices, modified from time to time as they deem appropriate. 

7.3 NoWaivers. No right or benefit of any party hereunder shall at any time in any way be prejudiced or impaired by any act or failure to act on the part of such party or any other party hereto or by any noncompliance by any Loan Party with the termsand conditions of any of the First Lien Senior Priority Documents or the First Lien Junior Priority Documents. 

**SECTION 8.***Obligations Unconditional.*

8.1 First Lien Senior Priority Obligations Unconditional. All rights and interests of the First Lien Senior Priority Secured Parties hereunder, and all agreements and obligations of the First LienJunior Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effect irrespective of: 

(a) any lack of validity or enforceability of any First Lien Senior Priority Document; 

(b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the First Lien Senior Priority Obligations, or any amendment, waiver or other modification,

 
18 

whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Lien Senior Priority Document; 

(c) prior to the First Lien Senior Priority Obligations Payment Date, any exchange, release, voiding, avoidance or non-perfection of anysecurity interest in any Common Collateral or any other collateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portionof the First Lien Senior Priority Obligations or any guarantee or guaranty thereof; or 

(d) any other circumstances thatotherwise might constitute a defense available to, or a discharge of, any Loan Party in respect of the First Lien Senior Priority Obligations, or of any of the First Lien Junior Priority Representative, or any Loan Party, to the extent applicable,in respect of this Agreement. 

8.2 First Lien Junior Priority Obligations Unconditional. All rights and interests ofthe First Lien Junior Priority Secured Parties hereunder, and all agreements and obligations of the First Lien Senior Priority Secured Parties (and, to the extent applicable, the Loan Parties) hereunder, shall remain in full force and effectirrespective of: 

(a) any lack of validity or enforceability of any First Lien Junior Priority Document; 

(b) any change in the time, place or manner of payment of, or in any other term of, all or any portion of the Second PriorityObligations, or any amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of any First Lien Junior Priority Document; 

(c) any exchange, release, voiding, avoidance or non-perfection of any security interest in any Common Collateral or any othercollateral, or any release, amendment, waiver or other modification, whether by course of conduct or otherwise, or any refinancing, replacement, refunding or restatement of all or any portion of the First Lien Junior Priority Obligations or anyguarantee or guaranty thereof; or 

(d) any other circumstances that otherwise might constitute a defense available to, or adischarge of, any Loan Party in respect of the Second Priority Obligations or any First Lien Senior Priority Secured Party in respect of this Agreement. 

**SECTION 9.***Miscellaneous.*

9.1 Conflicts. In the eventof any conflict between the provisions of this Agreement and the provisions of any First Lien Senior Priority Document or any First Lien Junior Priority Document, the provisions of this Agreement shall govern. Notwithstanding the foregoing, theparties hereto acknowledge that the terms of this Agreement are not intended to and shall not, as between the Loan Parties and the Secured Parties, negate, waive or cancel any rights granted to, or create any liability or obligation of, any LoanParty in the First Lien Senior Priority Documents and the First Lien Junior 

 
19 

Priority Documents or impose any additional obligations on the Loan Parties (other than as expressly set forth herein). 

9.2 Continuing Nature of Provisions. This Agreement shall continue to be effective, and shall not be revocable by any party hereto, until the First Lien Senior Priority Obligation Payment Dateshall have occurred. This is a continuing agreement and the First Lien Senior Priority Secured Parties and the First Lien Junior Priority Secured Parties may continue, at any time and without notice to the other parties hereto, to extend credit andother financial accommodations, lend monies and provide indebtedness to, or for the benefit of, Borrower or any other Loan Party on the faith hereof. 

9.3 Amendments; Waivers. (a) No amendment or modification of any of the provisions of this Agreement shall be effective unless the same shall be in writing and signed by the First Lien SeniorPriority Representative and the First Lien Junior Priority Representative and, in the case of amendments or modifications of Sections 3.5, 3.6, 5.2, 5.4, 9.3, 9.5 or 9.6, the Loan Parties and each waiver, if any, shall be a waiver only with respectto the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Anything herein to the contrarynotwithstanding, no consent of any Loan Party shall be required for amendments, modifications or waivers of any other provisions of this Agreement other than those that (i) directly affect any obligation or right of the Loan Parties hereunderor under the First Lien Senior Priority Documents or the First Lien Junior Priority Documents or that would impose any additional obligations on the Loan Parties or (ii) change the rights of the Loan Parties to refinance the First Lien SeniorPriority Obligations or the First Lien Junior Priority Obligations. 

(b) It is understood that the First Lien Senior PriorityRepresentative, without the consent of any other First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party, may in its discretion determine that a supplemental agreement (which may take the form of an amendment andrestatement of this Agreement) is necessary or appropriate to facilitate having additional indebtedness or other obligations (“Additional Debt”) of any of the Loan Parties become First Lien Senior Priority Obligations or First LienJunior Priority Obligations, as the case may be, under this Agreement, which supplemental agreement shall specify whether such Additional Debt constitutes First Lien Senior Priority Obligations or First Lien Junior Priority Obligations,provided, that (i) such Additional Debt is permitted to be incurred by the First Lien Senior Priority Agreement and First Lien Junior Priority Agreement then extant, and is permitted by said Agreements to be subject to the provisions ofthis Agreement as First Lien Senior Priority Obligations or First Lien Junior Priority Obligations, as applicable, (ii) in the case of any Additional Debt that constitutes a First Lien Junior Priority Obligation, notice of the incurrencethereof is given to the First Lien Senior Priority Representative and (iii) all proceeds of the Common Collateral remaining after the First Lien Senior Priority Obligations Payment Date shall be payable to the First Lien Junior PriorityRepresentative and the representative for any Additional Debt constituting First Lien Junior Priority Obligations (“Additional First Lien Junior Debt”) on a pro rata basis based on the aggregate outstanding principal amount of FirstLien Junior Priority Obligations under the First Lien Junior Priority Indenture and First Lien Junior Priority Notes and under such Additional First Lien Junior Debt. Such a supplemental agreement shall not be required unless the First Lien SeniorPriority Representative notifies the Borrower that it requires a supplemental agreement. 

9.4 Information ConcerningFinancial Condition of the Borrower and the other Loan Parties. Each of the First Lien Junior Priority Secured Parties and the First Lien Senior Priority Secured Parties assumes responsibility for keeping itself informed of the financialcondition of the Borrower and each of the other Loan Parties and all other circumstances bearing upon the risk of nonpayment of the First Lien 

 
20 

Senior Priority Obligations or the First Lien Junior Priority Obligations. The First Lien Junior Priority Representative and the First Lien Senior Priority Representative hereby agree that noparty shall have any duty to advise any other party of information known to it regarding such condition or any such circumstances. In the event the First Lien Junior Priority Representative or the First Lien Senior Priority Representative, in itssole discretion, undertakes at any time or from time to time to provide any information to any other party to this Agreement, it shall be under no obligation (a) to provide any such information to such other party or any other party on anysubsequent occasion, (b) to undertake any investigation not a part of its regular business routine, or (c) to disclose any other information. 

9.5 Governing Law. This Agreement shall be construed in accordance with and governed by the law of the State of New York. 

9.6 Submission to Jurisdiction. (a) Each First Lien Senior Priority Secured Party, each First Lien Junior Priority Secured Party and each Loan Party hereby irrevocably and unconditionallysubmits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate courtfrom any thereof, in any action or proceeding arising out of or relating to this Agreement, or for recognition or enforcement of any judgment, and each such party hereby irrevocably and unconditionally agrees that all claims in respect of any suchaction or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each such party agrees that a final judgment in any such action or proceeding shall be conclusive and may beenforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the any First Lien Senior Priority Secured Party or First Lien Junior Priority Secured Party mayotherwise have to bring any action or proceeding against any Loan Party or its properties in the courts of any jurisdiction. 

(b) Each First Lien Senior Priority Secured Party, each First Lien Junior Priority Secured Party and each Loan Party hereby irrevocablyand unconditionally waives, to the fullest extent it may legally and effectively do so (i) any objection it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement in anycourt referred to in paragraph (a) of this Section and (ii) the defense of an inconvenient forum to the maintenance of such action or proceeding. 

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.7. Nothing in this Agreement will affect the right of any party to thisAgreement to serve process in any other manner permitted by law. 

9.7 Notices. Unless otherwise specifically providedherein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, or sent by overnight express courier service or United States mail and shall be deemed to have beengiven when delivered in person or by courier service, upon receipt of a telecopy or five days after deposit in the United States mail (certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the partieshereto (until notice of a change thereof is delivered as provided in this Section) shall be as set forth below each party’s name on the signature pages hereof, or, as to each party, at such other address as may be designated by such party in awritten notice to all of the other parties. The First Lien Junior Priority Representative agrees to accept and act upon instructions or directions pursuant to this Agreement sent by unsecured e-mail, facsimile transmission or other similar

 
21 

unsecured electronic methods. The First Lien Junior Priority Representative shall not be liable for any losses, costs or expenses arising directly or indirectly from the First Lien JuniorPriority Representative’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction. The party providing electronic instructions agrees to assume allrisks arising out of the use of such electronic methods to submit instructions and directions to the First Lien Junior Priority Representative, including without limitation the risk of the First Lien Junior Priority Representative acting onunauthorized instructions, and the risk or interception and misuse by third parties. 

9.8 Successors andAssigns**. This Agreement shall be binding upon and inure to the benefit of each of the parties hereto and each of the First Lien Senior Priority Secured Parties and First Lien Junior Priority Secured Parties and their respective successorsand permitted assigns, and nothing herein is intended, or shall be construed to give, any other Person any right, remedy or claim under, to or in respect of this Agreement or any Common Collateral. 

9.9 Headings. Section headings used herein are for convenience of reference only, are not part of this Agreement and shall notaffect the construction of, or be taken into consideration in interpreting, this Agreement. 

9.10 Severability**.Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legalityand enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. 

9.11 Other Remedies. For avoidance of doubt, it is understood that nothing in this Agreement shall prevent any First Lien JuniorPriority Secured Party from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the First Lien Junior Priority Agreement or to demand payment under any guarantee in respect thereof, subjectto the provisions of this Agreement. 

9.12 Counterparts; Integration; Effectiveness. This Agreement may be executed incounterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page ofthis Agreement by email or telecopy shall be effective as delivery of a manually executed counterpart of this Agreement. This Agreement shall become effective when it shall have been executed by each party hereto. 

9.13 **WAIVER OF JURY TRIAL**********.****EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BYJURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.**

9.14 AdditionalLoan Parties. Each Person that becomes a Loan Party after the date hereof shall become a party to this Agreement upon execution and delivery by such Person of a Supplement in 

 
22 

the form of Exhibit I to the First Lien Senior Priority Collateral Agreement. In addition, the Borrower will cause each such Loan Party to execute a joinder to this Agreement in form satisfactoryto the First Lien Senior Priority Representative. 

9.15 Protection of First Lien Junior Priority Representative. Theparties hereto agree that the First Lien Junior Priority Representative shall be afforded all of the rights, immunities, indemnities and privileges afforded to the First Lien Junior Priority Representative under the First Lien Junior PriorityIndenture including, but not limited to, those set forth in Article 7 of the First Lien Junior Priority Indenture. For the avoidance of doubt, the First Lien Junior Priority Representative agrees that its claims for indemnities, fees and expensesunder and in respect of the First Lien Junior Priority Indenture and the other First Lien Junior Priority Documents are claims secured under the First Lien Junior Priority Documents and not under the First Lien Senior Priority Documents, and itshall have no claims for indemnities from the First Lien Senior Priority Secured Parties. It is understood and agreed that The Bank of New York Mellon Trust Company, N.A. is entering into this Agreement in its capacity as Collateral Agent under theFirst Lien Junior Priority Indenture and not in its individual capacity and in no event shall The Bank of New York Mellon Trust Company, N.A. incur any liability in connection with this Agreement or be personally liable for or on account of thestatements, representations, warranties, covenants or obligations stated to be those of the First Lien Junior Priority Representative or any First Lien Junior Priority Secured Party hereunder, all such liability, if any, being expressly waived bythe parties hereto and any person claiming by, through or under such party. 

 
23 

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

 
JPMORGAN CHASE BANK, N.A., as First Lien Senior Priority Representative for and on behalf of the First Lien Senior Priority Secured PartiesBy: /s/ Neil R. BoylanName: Neil R. BoylanTitle: Managing Director
 
Address for Notices:Attention:Telecopy No.:
[SignaturePage to Intercreditor Agreement] 

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., in its capacity as Collateral Agent, as First Lien Junior Priority Representative for and on behalf of the First LienJunior Priority Secured PartiesBy: /s/ Justin HuffName: Justin HuffTitle: Senior Associate
 
Address for Notices:525 William Penn Place, 38th FloorPittsburgh, Pennsylvania 15259
Attention: Coprorate Trust Administration

Telecopy No.: (412) 234-7535

[Signature Page toIntercreditor Agreement] 

REALOGY CORPORATION By: /s/ Anthony E. Hull  Name: Anthony E. Hull  Title: Chief Financial Officer Address for Notices: Realogy Corporation                                   One Campus Drive                                   Parsippany, NJ 07054 Attention: Anthony E. HullDOMUS INTERMEDIATE HOLDINGS CORP. By: /s/ Anthony E. Hull  Name: Anthony E. Hull  Title: Chief Financial Officer Address for Notices: Realogy Corporation                                   One Campus Drive                                   Parsippany, NJ 07054 Attention: Anthony E. HullDOMUS HOLDINGS CORP. By: /s/ Anthony E. Hull  Name: Anthony E. Hull  Title: Chief Financial Officer Address for Notices: Realogy Corporation                                   One Campus Drive                                   Parsippany, NJ 07054 Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

CARTUS CORPORATION

 

CDRE TM LLC

 

DOMUS INTERMEDIATE HOLDINGS CORP.

 

NRT INSURANCE AGENCY, INC.

 

REALOGY CORPORATION

 

REALOGY OPERATIONS LLC

 

REALOGY SERVICES GROUP LLC

 

REALOGY SERVICES VENTURE PARTNER LLC

 

SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

 

WREM, INC.
 By: /s/ Anthony E. Hull  Name: Anthony E. Hull  Title: Chief Financial Officer Address for Notices: Realogy Corporation                                   One Campus Drive                                   Parsippany, NJ 07054 Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

CARTUS ASSET RECOVERY CORPORATION

 

CARTUS PARTNER CORPORATION

 

J. W. RIKER – NORTHERN R.I., INC.

 

FEDSTATE STRATEGIC CONSULTING, INCORPORATED

 

LAKECREST TITLE, LLC

 

NRTPHILADELPHIA LLC

 

REFERRAL NETWORK LLC

 

THE CORCORAN GROUP EASTSIDE, INC.
 By: /s/ Anthony E. Hull  Name: Anthony E. Hull  Title: Executive Vice President & Treasurer Address for Notices: Realogy Corporation                                   One Campus Drive                                   Parsippany, NJ 07054 Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

AMERICAN TITLE COMPANY OF HOUSTON

 

ATCOH HOLDING COMPANY

 

BURNET TITLE LLC

 

BURNET TITLEHOLDING LLC

 

BURROW ESCROW SERVICES, INC.

 

CORNERSTONE TITLE COMPANY

 

EQUITY TITLE COMPANY

 

EQUITY TITLE MESSENGER SERVICE HOLDING LLC

 

FIRST CALIFORNIA ESCROW CORPORATION

 

FRANCHISE SETTLEMENT SERVICES LLC

 

GUARDIAN HOLDING COMPANY

 

GUARDIAN TITLE AGENCY, LLC

 

GUARDIAN TITLE COMPANY

 

GULF SOUTH SETTLEMENT SERVICES, LLC

 

KEYSTONE CLOSING SERVICES LLC

 

MARKET STREET SETTLEMENT GROUP LLC

 

MID-ATLANTIC SETTLEMENT SERVICES LLC

 

NATIONAL COORDINATION ALLIANCE LLC

 

NRT SETTLEMENT SERVICES OF MISSOURI LLC

 

NRT SETTLEMENT SERVICES OF TEXAS LLC

 

PROCESSING SOLUTIONS LLC

 

SECURED LAND TRANSFERS LLC

 

ST. JOE TITLE SERVICES LLC
 By: /s/ Thomas N. Rispoli  Name: Thomas N. Rispoli  Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

TAW HOLDING INC.

 

TEXAS AMERICAN TITLE COMPANY

 

TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

 

TITLE RESOURCE GROUP HOLDINGS LLC

 

TITLE RESOURCE GROUP LLC

 

TITLE RESOURCE GROUP SERVICES LLC

 

TITLE RESOURCES INCORPORATED

 

TRG SERVICES, ESCROW, INC.

 

TRG SETTLEMENT SERVICES, LLP

 

WAYDAN TITLE, INC.

 

WEST COASTESCROW COMPANY
        By: /s/ Thomas Rispoli Name: Thomas N. Rispoli Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

BETTER HOMES AND GARDENS REAL ESTATE LLC

 

BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

 

CENTURY 21 REAL ESTATE LLC

 

CGRN, INC.

 

COLDWELL BANKERLLC

 

COLDWELL BANKER REAL ESTATE LLC

 

ERA FRANCHISE SYSTEMS LLC

 

GLOBAL CLIENT SOLUTIONS LLC

 

ONCOR INTERNATIONAL LLC

 

REALOGY FRANCHISE GROUP LLC

 

REALOGY GLOBAL SERVICES LLC

 

REALOGY LICENSING LLC

 

SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

 

WORLD REAL ESTATE MARKETING LLC
        By: /s/ Andrew G. Napurano Name: Andrew G. Napurano Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

FSA MEMBERSHIP SERVICES, LLC        By: /s/ Marilyn J. Wasser Name: Marilyn J. Wasser Title: Executive Vice President
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

ALPHA REFERRAL NETWORK LLC

 

ASSOCIATED CLIENT REFERRAL LLC

 

BURGDORFF LLC

 

BURGDORFF REFERRAL ASSOCIATES LLC

 

BURNET REALTY LLC

 

CAREERDEVELOPMENT CENTER, LLC

 

COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIESLLC

 

COLDWELL BANKER PACIFIC PROPERTIES LLC

 

COLDWELL BANKER REAL ESTATE SERVICES LLC

 

COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY

 

COLDWELL BANKER RESIDENTIAL BROKERAGE LLC

 

COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC

 

COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK

 

COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

 

COLORADO COMMERCIAL, LLC

 

HOME REFERRAL NETWORK LLC

 

JACK GAUGHEN LLC

 

NRT ARIZONA LLC

 

NRT ARIZONA COMMERCIAL LLC

 

NRT ARIZONA REFERRAL LLC

 

NRT COLORADO LLC
        By: /s/ Kevin R. Greene Name: Kevin R. Greene Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

NRT COLUMBUS LLC

 

NRT COMMERCIAL LLC

 

NRT COMMERCIAL UTAH LLC

 

NRTDEVELOPMENT ADVISORS LLC

 

NRT DEVONSHIRE LLC

 

NRT HAWAII REFERRAL, LLC

 

NRT LLC

 

NRT MID-ATLANTIC LLC

 

NRT MISSOURI LLC

 

NRT MISSOURI REFERRAL NETWORK LLC

 

NRT NEW ENGLAND LLC

 

NRT NEW YORK LLC

 

NRT NORTHFORK LLC

 

NRT PITTSBURGH LLC

 

NRT REFERRAL NETWORK LLC

 

NRT RELOCATION LLC

 

NRT REOEXPERTS LLC

 

NRT SUNSHINE INC.

 

NRT TEXAS LLC

 

NRT UTAH LLC

 

REAL ESTATE REFERRAL LLC

 

REAL ESTATE REFERRALS LLC

 

REAL ESTATE SERVICES LLC

 

REFERRAL ASSOCIATES OF NEW ENGLAND LLC

 

REFERRAL NETWORK, LLC
        By: /s/ Kevin R. Greene Name: Kevin R. Greene Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement] 

REFERRAL NETWORK PLUS, INC.

 

SOTHEBY’S INTERNATIONAL REALTY, INC.

 

SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

 

THE SUNSHINE GROUP (FLORIDA) LTD. CORP.

 

THE SUNSHINE GROUP, LTD.

 

VALLEY OF CALIFORNIA, INC.
        By: /s/ Kevin R. Greene Name: Kevin R. Greene Title: Chief Financial Officer
 
        Address for Notices: Realogy Corporation                                          One Campus Drive                                          Parsippany, NJ 07054        Attention: Anthony E. Hull
[Signature Page to Intercreditor Agreement]