Realogy Corp Sample Contracts

REALOGY CORPORATION and MELLON INVESTOR SERVICES LLC as Rights Agent Rights Agreement Dated as of July 13, 2006
Rights Agreement • July 14th, 2006 • Realogy Corp • Real estate agents & managers (for others) • Delaware

RIGHTS AGREEMENT, dated as of July 13, 2006 (this “Agreement”), between Realogy Corporation, a Delaware corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).

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Contract
Registration Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (each a “Dealer Manager” and, collectively, the “Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Senior Notes Exchange Offer”) its 11.50% Senior Notes due 2017 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for certain of its 10.50% Senior Notes due 2014 (the “Outstanding Securities”) and the Company’s conc

INDENTURE Dated as of June 1, 2016 Among REALOGY GROUP LLC, REALOGY CO-ISSUER CORP., REALOGY HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee $500,000,000 4.875%...
Indenture • June 3rd, 2016 • Realogy Group LLC • Real estate agents & managers (for others) • New York

INDENTURE, dated as of June 1, 2016, among Realogy Group LLC, a Delaware limited liability company (the “Issuer”), Realogy Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Realogy Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), the Note Guarantors (as defined herein) listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee.

SUPPLEMENTAL INDENTURE NO. 2
Realogy Group LLC • February 24th, 2016 • Real estate agents & managers (for others) • New York

WHEREAS, each of the Issuer, Holdings and the Note Guarantors (each as defined in the Indenture referred to below) has heretofore executed and delivered to the Trustee an indenture (the “Base Indenture”), dated as of November 14, 2014, as amended by the First Supplemental Indenture, dated as of January 2, 2015 (together with the Base Indenture, the “Indenture”), by and among the guaranteeing subsidiaries party thereto and the Trustee, providing for the issuance of an unlimited aggregate principal amount of 5.250% Senior Notes due 2021 (the “Notes”);

AGREEMENT AND PLAN OF MERGER AMONG DOMUS HOLDINGS CORP., DOMUS ACQUISITION CORP., AND REALOGY CORPORATION Dated as of December 15, 2006
Agreement and Plan of Merger • December 18th, 2006 • Realogy Corp • Real estate agents & managers (for others) • Delaware

AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of December 15, 2006, by and among Domus Holdings Corp., a Delaware corporation (“Parent”), Domus Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Realogy Corporation, a Delaware corporation (the “Company”).

SUPPLEMENTAL INDENTURE NO. 3
Anywhere Real Estate Group LLC • May 3rd, 2023 • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 3 (this “Supplemental Indenture”), dated as of May 10, 2022, among The Landover Corporation, The Bain Associates Referral LLC and Realogy Brokerage Group Nevada LLC (each a “Guaranteeing Subsidiary” and, together, the "Guaranteeing Subsidiaries"), subsidiaries of Realogy Group LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Contract
Employment Agreement • February 24th, 2016 • Realogy Group LLC • Real estate agents & managers (for others) • Delaware

EMPLOYMENT AGREEMENT (this “Agreement”) dated as of April 10, 2007, between REALOGY CORPORATION, a Delaware corporation, (the “Company”) and DONALD J. CASEY (“Executive”).

EMPLOYMENT AGREEMENT
Employment Agreement • July 6th, 2006 • Realogy Corp • Real estate agents & managers (for others) • New Jersey

This Employment Agreement (“Agreement”) is dated as of the Effective Date (as hereinafter defined), by and between Realogy Corporation, a Delaware corporation (the “Company”) and Richard A. Smith (the “Executive”).

Dealer Address]
Realogy Group LLC • June 3rd, 2021 • Real estate agents & managers (for others)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [•] (“Dealer”) and Realogy Group LLC (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

SUPPLEMENTAL INDENTURE NO. 1
Realogy Group LLC • November 5th, 2020 • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of August 28, 2020, among the guarantors listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), each a subsidiary of Realogy Group LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (in such capacity, the “Trustee”), and as collateral agent (in such capacity, the “Collateral Agent”).

SUPPLEMENTAL INDENTURE NO. 13 (TOGGLE NOTES)
Supplemental Indenture • February 16th, 2010 • Realogy Corp • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 13 (this “Supplemental Indenture”), dated as of December 14, 2009, among the new guarantor on the signature page hereto (the “Guaranteeing Subsidiary”), a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).

Dealer Address]
Realogy Group LLC • June 3rd, 2021 • Real estate agents & managers (for others)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the Warrants issued by Realogy Holdings Corp. (“Company”) to [•] (“Dealer”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with the Agreement evidence a complete binding agreement between Company and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.

REALOGY HOLDINGS CORP. EXECUTIVE SEVERANCE AGREEMENT
Release Agreement • February 25th, 2020 • Realogy Group LLC • Real estate agents & managers (for others) • Delaware

THIS SEVERANCE AGREEMENT (this “Agreement”) is hereby entered into as of July 9, 2018, by and between Realogy Holdings Corp. (the “Company”) and Katrina L. Helmkamp (“Executive”) (hereinafter collectively referred to as the “Parties”).

SUPPLEMENTAL INDENTURE NO. 1
Supplemental Indenture • August 6th, 2020 • Realogy Group LLC • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 1 (this “Supplemental Indenture”), dated as of June 11, 2020, among the guarantor listed on the signature page hereto (each, a “Guaranteeing Subsidiary” and, together, the “Guaranteeing Subsidiaries”), each a subsidiary of Realogy Group LLC, a Delaware limited liability company (the “Issuer”), and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

INDENTURE Dated as of August 24, 2023 Among ANYWHERE REAL ESTATE GROUP LLC, ANYWHERE CO-ISSUER CORP., ANYWHERE INTERMEDIATE HOLDINGS LLC, ANYWHERE REAL ESTATE INC., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON...
Indenture • August 25th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York

INDENTURE, dated as of August 24, 2023, among Anywhere Real Estate Group LLC, a Delaware limited liability company (the “Issuer”), Anywhere Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Anywhere Real Estate Inc., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), Anywhere Intermediate Holdings LLC, a Delaware limited liability company, the Note Guarantors (as defined herein) listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.

Dated as of November 21, 2014 Among REALOGY GROUP LLC, REALOGY CO-ISSUER CORP., REALOGY HOLDINGS CORP., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and
Indenture • February 26th, 2015 • Realogy Group LLC • Real estate agents & managers (for others) • New York

INDENTURE, dated as of November 21, 2014, among Realogy Group LLC, a Delaware limited liability company (the “Issuer”), Realogy Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Realogy Holdings Corp., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), the Note Guarantors (as defined herein) listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee.

ANYWHERE REAL ESTATE INC. AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 5th, 2022 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • Delaware

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is hereby entered into as of August 4, 2022, by and between Anywhere Real Estate Inc.(the “Company”) and Ryan M. Schneider (“Executive”) (hereinafter collectively referred to as the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • May 30th, 2006 • Realogy Corp • Real estate agents & managers (for others) • New Jersey

This Employment Agreement (“Agreement”) is dated as of the Effective Date (as hereinafter defined), by and between Realogy Corporation, a Delaware corporation (the “Company”) and Anthony E. Hull (the “Executive”).

SERVICING AGREEMENT Dated as of March 7, 2002 by and between CENDANT MOBILITY SERVICES CORPORATION as Originator and Servicer, CENDANT MOBILITY GOVERNMENT FINANCIAL SERVICES CORPORATION as Originator, KENOSIA FUNDING LLC as Issuer and THE BANK OF NEW...
Servicing Agreement • May 9th, 2006 • Realogy Corp • Real estate agents & managers (for others) • New York

THIS SERVICING AGREEMENT (this “Agreement”) dated as of March 7, 2002 is made by and between CENDANT MOBILITY SERVICES CORPORATION, a Delaware corporation, as originator and servicer (“CMSC” or the “Servicer”), CENDANT MOBILITY GOVERNMENT FINANCIAL SERVICES CORPORATION, a Delaware corporation, as Originator (“CMGFSC”), KENOSIA FUNDING LLC, a Delaware limited liability company (the “Issuer”), and THE BANK OF NEW YORK, a New York state banking corporation, as Trustee (the “Trustee”).

TRANSITION SERVICES AGREEMENT among CENDANT CORPORATION, REALOGY CORPORATION, TRAVELPORT INC. and WYNDHAM WORLDWIDE CORPORATION Dated as of July 27, 2006
Transition Services Agreement • July 31st, 2006 • Realogy Corp • Real estate agents & managers (for others) • New Jersey

TRANSITION SERVICES AGREEMENT (this “Agreement”), dated as of July 27, 2006 (the “Effective Date”), by and among Cendant Corporation, a Delaware corporation (which is expected to be renamed Avis Budget Group, Inc., “Cendant”), Realogy Corporation, a Delaware corporation (“Realogy”), Travelport Inc., a Delaware corporation (“Travelport”), and Wyndham Worldwide Corporation, a Delaware corporation (“Wyndham”). Each of Cendant, Realogy, Travelport and Wyndham is sometimes referred to herein as a “Party” and collectively, as the “Parties.”

Contract
Agreement • March 19th, 2008 • Realogy Corp • Real estate agents & managers (for others) • New York

AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE, dated as of January 8, 2008 by and among REALOGY CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware and having its principal office at One Campus Drive, Parsippany, New Jersey 07054 (the “Company”), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America and having its principal corporate trust office at 707 Wilshire Blvd., 17th Floor, Los Angeles, California 90017 (“Resigning Trustee”) and THE BANK OF NEW YORK, a banking corporation duly organized and existing under the laws of the State of New York and having its principal corporate trust office at 101 Barclay Street, New York, New York 10286 (“Successor Trustee”).

TENDER AND VOTING AGREEMENT
Tender and Voting Agreement • July 15th, 2014 • Realogy Group LLC • Real estate agents & managers (for others) • Delaware

This TENDER AND VOTING AGREEMENT (this “Agreement”), dated as of July 15, 2014, is made by and among ZipRealty, Inc., a Delaware corporation (the “Company”), Realogy Group LLC, a Delaware limited liability company (“Parent”), Honeycomb Acquisition, Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Subsidiary”), and the individuals and entities set forth on Schedule A hereto (each, a “Stockholder” and collectively the “Stockholders”).

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CREDIT AGREEMENT Dated as of May 25, 2006 among REALOGY CORPORATION, as Borrower THE LENDERS REFERRED TO HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CALYON NEW YORK BRANCH, as Syndication Agent, THE BANK OF NOVA SCOTIA, BARCLAYS BANK...
Credit Agreement • May 30th, 2006 • Realogy Corp • Real estate agents & managers (for others) • London

CREDIT AGREEMENT (the “Agreement”) dated as of May 25, 2006, among REALOGY CORPORATION, a Delaware corporation (the “Borrower”), the lenders referred to herein (the “Lenders”), CALYON NEW YORK BRANCH, as syndication agent (the “Syndication Agent”), THE BANK OF NOVA SCOTIA, BARCLAYS BANK PLC and THE BANK OF TOKYO MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as documentation agents (the “Documentation Agents”), CITICORP USA, INC., as co-documentation agent (the “Co-Documentation Agent”), and JPMORGAN CHASE BANK, N.A., as administrative agent (the “Administrative Agent”; together with the Syndication Agent, the Documentation Agents and the Co-Documentation Agent, the “Agents”) for the Lenders.

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2002-1) Dated as of April 10, 2007 Among KENOSIA FUNDING, LLC as Issuer, CARTUS CORPORATION, as Originator and as Servicer, CARTUS RELOCATION CORPORATION, as an...
Note Purchase Agreement • August 11th, 2009 • Realogy Corp • Real estate agents & managers (for others) • New York

KENOSIA FUNDING, LLC, a Delaware limited liability company, as Issuer, CARTUS CORPORATION, a Delaware corporation (“Cartus”), as Originator and as Servicer, CARTUS RELOCATION CORPORATION, as an Originator (“CRC” and together with Cartus, in its capacity as an Originator, “Originators”), THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Purchasers, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Managing Agents and CALYON NEW YORK BRANCH, (“Calyon”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger (in such capacity, the “Lead Arranger”) agree as follows:

SIXTH OMNIBUS AMENDMENT (Apple Ridge)
Purchase Agreement • August 11th, 2009 • Realogy Corp • Real estate agents & managers (for others) • New York

THIS TRANSFER AND SERVICING AGREEMENT (this “Agreement”) dated as of April 25, 2000 is made by and between APPLE RIDGE SERVICES CORPORATION, a Delaware corporation, as transferor, CARTUS CORPORATION, a Delaware corporation, as originator and servicer (“Cartus” or the “Servicer”), CARTUS FINANCIAL CORPORATION, a Delaware corporation, as originator (“CFC”), APPLE RIDGE FUNDING LLC, a Delaware limited liability company (the “Issuer”), as transferee, and THE BANK OF NEW YORK, as successor to JPMorgan Chase Bank, N.A., as successor Indenture Trustee.

FIFTH AMENDMENT
Term Loan Agreement • May 12th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York

THIS FIFTH AMENDMENT (this “Agreement”), dated as of May 11, 2023, is entered into among ANYWHERE INTERMEDIATE HOLDINGS LLC (f/k/a REALOGY INTERMEDIATE HOLDINGS LLC), a Delaware limited liability company (“Holdings”), ANYWHERE REAL ESTATE GROUP LLC (f/k/a REALOGY GROUP LLC), a Delaware limited liability company (the “Borrower”) and JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”).

AMENDED AND RESTATED SECURITYHOLDERS AGREEMENT by and among DOMUS HOLDINGS CORP. and the SECURITYHOLDERS that are parties hereto DATED AS OF January 5, 2011
Securityholders Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • Delaware
SUPPLEMENTAL INDENTURE NO. 16
Realogy Corp • December 15th, 2010 • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 16 (this “Supplemental Indenture”), dated as of November 30, 2010, among Domus Holdings Corp. (the “Parent Guarantor”), the indirect parent of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as successor trustee to Wells Fargo Bank, National Association (“Wells Fargo”), as trustee (the “Trustee”).

Contract
Registration Rights Agreement • March 4th, 2011 • Realogy Corp • Real estate agents & managers (for others) • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (each a “Dealer Manager” and, collectively, the “Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Senior Notes Exchange Offer”) its 12.00% Senior Notes due 2017 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for certain of its 11.00%/11.75% Senior Toggle Notes due 2014 (the “Outstanding Securities”) and the

TRADEMARK LICENSE AGREEMENT among SPTC, INC. as Licensor, and SOTHEBY’S HOLDINGS, INC. as Guarantor MONTICELLO LICENSEE CORPORATION as Licensee, and CENDANT CORPORATION as Guarantor Dated as of February 17, 2004
Trademark License Agreement • April 3rd, 2006 • Realogy Corp • New York

TRADEMARK LICENSE AGREEMENT, dated as of February 17, 2004 (this “Agreement”), among SPTC, Inc., a Nevada corporation, and Sotheby’s Holdings, Inc., a Michigan corporation (“Holdings”), on the one hand, and Cendant Corporation, a Delaware corporation (“Parent”), and Monticello Licensee Corporation, a Delaware corporation and an indirect wholly-owned Subsidiary of Parent (the “Licensee”), on the other hand.

AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (Secured Variable Funding Notes, Series 2007-1) Dated as of April 10, 2007 Amended and Restated as of July 6, 2007 Among APPLE RIDGE FUNDING LLC as Issuer, CARTUS CORPORATION, as Servicer, THE COMMERCIAL...
Note Purchase Agreement • August 11th, 2009 • Realogy Corp • Real estate agents & managers (for others) • New York

APPLE RIDGE FUNDING LLC, a Delaware limited liability company, as Issuer, CARTUS CORPORATION, a Delaware corporation, as Servicer, THE COMMERCIAL PAPER CONDUITS FROM TIME TO TIME PARTY HERETO, as Conduit Purchasers, THE FINANCIAL INSTITUTIONS FROM TIME TO TIME PARTY HERETO, as Committed Purchasers, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Managing Agents and CALYON NEW YORK BRANCH, (“Calyon”), in its capacity as administrative agent for the Purchasers (in such capacity, the “Administrative Agent”) and as Lead Arranger agree as follows:

STRATEGIC RELATIONSHIP AGREEMENT BY AND AMONG CENDANT REAL ESTATE SERVICES GROUP, LLC, CENDANT REAL ESTATE SERVICES VENTURE PARTNER, INC., PHH CORPORATION, CENDANT MORTGAGE CORPORATION, PHH BROKER PARTNER CORPORATION, AND PHH HOME LOANS, LLC January...
Strategic Relationship Agreement • February 16th, 2010 • Realogy Corp • Real estate agents & managers (for others) • New York

This STRATEGIC RELATIONSHIP AGREEMENT, dated as of January 31, 2005 (this “Agreement”), is by and among Cendant Real Estate Services Group, LLC, a Delaware limited liability company (“Cendant Real Estate”), Cendant Real Estate Services Venture Partner, Inc., a Delaware corporation (the “Cendant Member”), PHH Corporation, a Maryland corporation (“PHH”), Cendant Mortgage Corporation, a New Jersey corporation (to be renamed “PHH Mortgage Corporation”) (“PMC”), PHH Broker Partner Corporation, a Maryland corporation (the “PHH Member”) and PHH Home Loans, LLC, a Delaware limited liability company (the “Company”). Each of Cendant Real Estate, the Cendant Member, PHH, PMC, the PHH Member and the Company is sometimes referred to herein as a “Party” and, collectively, as the “Parties.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ANYWHERE REAL ESTATE GROUP LLC A Delaware Limited Liability Company Dated as of June 9, 2022
Limited Liability Company Agreement • June 9th, 2022 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • Delaware

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of Anywhere Real Estate Group LLC (the “Company”) dated as of June 9, 2022, by Anywhere Intermediate Holdings LLC, as the sole member of the Company (the “Member”).

SUPPLEMENTAL INDENTURE NO. 7 (SENIOR SUBORDINATED NOTES)
Realogy Corp • November 5th, 2008 • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 7 (this “Supplemental Indenture”), dated as of August 21, 2008, among the new guarantors on the signature page hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York Mellon (formerly known as The Bank of New York), as trustee (the “Trustee”).

FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and among CENDANT CORPORATION, REALOGY CORPORATION, TRAVELPORT INC. and WYNDHAM WORLDWIDE CORPORATION Dated as of June [ ], 2006
Separation and Distribution Agreement • June 2nd, 2006 • Realogy Corp • Real estate agents & managers (for others) • New York

SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of June [ ], 2006, by and among Cendant Corporation, a Delaware corporation (“Cendant”), Realogy Corporation, a Delaware corporation (“Realogy”), Travelport Inc., a Delaware corporation (“Travelport”), and Wyndham Worldwide Corporation, a Delaware corporation (“Wyndham”). Each of Cendant, Realogy, Travelport and Wyndham is sometimes referred to herein as a “Party” and collectively, as the “Parties”.

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