REALOGY GROUP LLC (Form: 8-K, Received: 11/07/2019 07:29:07)

(a)

(a)Prior to the Closing Date, Seller shall use, and shall cause its Subsidiaries (including the Acquired Companies) to use, reasonable best efforts to provide reasonable cooperation as is customary in connection with the arrangement and reasonably requested by Buyer in connection with the arrangement of the Debt Financing, including the following: (i) cooperate with the Debt Financing Sources’ due diligence, to the extent customary and reasonable and to the extent not unreasonably interfering with the business and operations of the Acquired Companies; (ii) upon reasonable advance notice and during normal business hours of the Acquired Companies, cause the appropriate senior officers of the Acquired Companies to participate in a reasonable number of lender meetings, road shows, due diligence sessions and sessions with rating agencies at locations and times to be mutually agreed; (iii) reasonably cooperate with the marketing efforts of Buyer for all or any portion of the Debt Financing, including reasonable assistance with the preparation of appropriate and customary materials for rating agency presentations, bank information memoranda, offering memoranda, private placement memoranda, prospectuses and similar documents customarily required in connection with obtaining financing, including providing customary authorization letters to the Debt Financing Sources as contemplated by the Debt Financing Commitments (provided that such customary authorization letters (or the bank information memoranda, offering memoranda or private placement memoranda in which such letters are included) shall include language that exculpates Seller, the Acquired Companies and their respective Representatives from any liability in connection with the use or misuse by the recipients thereof of the information set forth in any such bank confidential information memoranda or similar memoranda or report distributed in connection therewith); (iv) furnish to the Debt Financing Sources at least three (3) Business Days prior to the Closing Date (to the extent requested at least ten (10) Business Days prior to the Closing Date) all documentation and other information required by regulatory authorities under applicable “know your customer,” beneficial ownership and anti-money laundering rules and regulations, including the PATRIOT Act to the extent required by the Debt Financing Commitments; (v) request customary accountants’ consents with respect to financial information derived from the financial statements of the Acquired Companies in respect of the Business, and use commercially reasonable efforts to provide the financial information requested by Buyer’s accounting firm, as applicable, to enable it to comply with such request; (vi) assist Buyer and its counsel in delivery of customary legal opinions by Buyer and its counsel in connection with effectuating the Debt Financing; (vii) provide such financial and other pertinent information regarding the Business and the Acquired Companies as may be reasonably requested by Buyer to assist in its preparation of customary bank information memoranda, offering documents, private placement memoranda, offering memoranda, prospectuses and other customary information documents used in financings of the type contemplated by the Debt Financing Commitments (including any offering or private placement of non-convertible debt securities pursuant to Rule 144A under the Securities Act) as of the date hereof (provided that other than with respect to the Required Financial Information, Seller shall have no obligation to provide any financial or other information that is not reasonably available to Seller); (viii) prevent the offer, placement, issuance or arrangement of any debt securities or bank or other credit facilities by or on behalf of the Acquired Companies (but excluding any debt securities or bank or other credit facilities, indebtedness expressly permitted under this Agreement, intercompany indebtedness, deferred purchase price obligations, advances under securitization and mortgage repurchase facilities, indebtedness incurred in the ordinary course of business (including, without limitation, working capital facilities, capital lease obligations, purchase money and equipment financings, borrowings of revolving credit loans and letters of credit) of the Retained Business) that would reasonably be expected to have a material adverse impact on the primary syndication of the Debt Financing Commitments; provided that notices, requests for consent and other contacts with customers shall not be required prior to Closing; (ix) take all actions (including delivery of all notices and any other documents, obtain all Consents, delivery of any reports (including any audits, field exams and requested weekly report information) and any financial data (including on a pro forma basis), and execute any agreements, transfers, or amendments) necessary to facilitate the sale of the receivables under the securitization facilities included in the Debt Financing; (x) cooperate as reasonably requested in connection with the obtaining, amending, funding and the taking of any other action otherwise required in connection with any securitization financing included as part of the Debt Financing; (xi) take such corporate actions as shall be reasonably requested by Buyer (which actions shall not be effective prior to the Closing) by persons that shall remain officers or directors of the Acquired Companies after the Closing to authorize and permit the consummation of the Debt Financing (including (subject to and contingent upon the Closing) the Acquired Companies executing agreements to pledge, grant security interests in, and otherwise grant liens on, the assets of the Acquired Companies); (xii) if all or any portion of the Debt Financing is taking the form of secured notes as provided in the Debt Commitment Letters, execute and deliver a customary certificate of the chief financial officer (or other comparable officer) of the Seller in customary form with respect to financial information constituting Required Financial Information that is included in the offering materials used in connection with the offer and sale of secured notes as reasonably requested by the Debt Financing Sources; and (xiii) request and facilitate the independent auditors of the Acquired Companies to (A) provide comfort letters (including “negative assurance” comfort and change period comfort) with respect to financial information relating to the Acquired Companies as reasonably requested by Buyer as necessary or customary for financing similar to the Debt Financing (including any offering or private placement of debt securities pursuant to Rule 144A under the Securities Act) and (B) participating in accounting due diligence sessions. Notwithstanding anything to the contrary set forth herein, in no event shall Seller or any of its Affiliates (including the Acquired Companies) be required to: (1) pay any commitment or other similar fee or reimburse any expenses with respect to the Debt Financing, or incur any other actual or potential liability in connection with the Financing (excluding in connection with any authorization letters delivered by Seller in connection with the Debt Financing or contemplated by clause (iii) above); (2) take any actions to the extent such actions would unreasonably interfere with their respective ongoing business or operations; (3) take any action that would reasonably be expected to conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, any of their respective organizational and governing documents, any applicable Laws or any Contract to which such Person is a party; (4) cause any condition to Closing set forth in Article X to not be satisfied or otherwise cause any breach of this Agreement; (5) provide access to or disclose information that Seller reasonably determines would violate any attorney-client privilege of, or conflict with any confidentiality requirements applicable to, Seller or any or any of its Affiliates (including the Acquired Companies) or waive or eliminate any privilege (provided that in the case of any confidentiality obligation, Seller shall, to the extent permitted by such confidentiality obligations, notify Buyer if any such information that Buyer or any Debt Financing Source has specifically identified and requested is being withheld as a result of any such obligation of confidentiality); provided, that if all or any portion of the Debt Financing is taking the form of secured notes as provided in the Debt Commitment Letter, Buyer will take reasonable steps to ensure that the Required Financial Information does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statement contained in the Required Financial Information, in the context in which it was made, not misleading; (6) become an issuer or other obligor with respect to the Debt Financing, except, solely in the case of the Acquired Companies, unless and until the Closing occurs; (7) take any action that could result in any director, officer or employee of Seller or any of its Subsidiaries (including the Acquired Companies) to incur or have any personal liability under the Debt Financing Commitments or any other agreements related to the Debt Financing or having to give any indemnity in connection with the Debt Financing (except, solely in the case of the Acquired Companies, unless and until the Closing occurs); (8) deliver or cause the delivery of any legal opinions in connection with the Debt Financing; or (9) execute or deliver, or take any corporate or other action to adopt or approve, any document, agreement, certificate or instrument with respect to the Financing, except, any authorization letters delivered by Seller in connection with the Debt Financing or contemplated by clause (iii) above, and, solely in the case of the Acquired Companies, that would be effective prior to the Closing. Seller consents to the reasonable use of the logos of the Acquired Companies in connection with the Debt Financing if such logos are used solely in a manner that is not intended to or reasonably likely to harm or disparage Seller, any of its Affiliates (including the Acquired Companies) or the reputation or goodwill of any of the foregoing.

(b)Except as otherwise provided by Section 7.4(c) or Section 7.4(d) with respect to providing the financial information required to be delivered thereunder, whether or not the Closing occurs, Buyer shall, reimburse Seller, on the earlier of the Closing Date or the termination of this Agreement in accordance with Article XI, for all out-of-pocket costs and expenses incurred by Seller or any of its Representatives in connection with such cooperation pursuant to Section 7.4(a) or otherwise in connection with the Financing, including reasonable fees and expenses of legal, accounting and other advisors. Buyer shall indemnify and hold harmless Seller and its Representatives from and against any and all Damages suffered or incurred by any of them in connection with the Financing and any information used in connection therewith, except to the extent any such Damage results from the Fraud, bad faith, willful misconduct or gross negligence of Seller as determined by a court of competent jurisdiction in a final and non-appealable judgment.

(c)Without limiting the generality of the foregoing provisions of Section 7.4(a), Seller shall prepare and provide to Buyer (i) as promptly as reasonably practicable and in any event on or prior to February 29, 2020 copies of an audited (x) balance sheet of the Business as of December 31, 2018, and (y) statement of income and cash flows of the Business for the year ended December 31, 2018, in each case prepared in accordance with GAAP, addressed to Cartus and which Buyer may use for purposes of the Debt Financing, (ii) on or prior to February 29, 2020, copies of an unaudited (x) balance sheet of the Business and (y) statement of income and cash flows of the Business reviewed by an independent auditor under SAS 100 for the nine (9) months ended September 30, 2019 and prepared in accordance with GAAP, (iii) (A) if the Closing has not occurred by January 1, 2020 and all or any portion of the Debt Financing is taking the form of secured notes as provided in the Debt Commitment Letters or (B) if the Closing has not occurred by March 31, 2020, copies of audited (x) balance sheet of the Business as of December 31, 2019, and (y) statements of income and cash flows of the Business for the year ended December 31, 2019, in each case prepared in accordance with GAAP, addressed to Cartus and which Buyer may use for purposes of the Debt Financing (the “2019 Audited Financial Statements”) as promptly as reasonably practicable and in any event by no later than March 31, 2020, (iv) if the Closing has not occurred prior to the forty-fifth (45th) day following the end of each fiscal quarter commencing with the fiscal quarter ending December 31, 2019, copies of an unaudited (x) balance sheet of the Business and (y) statements of income and cash flows of the Business for each such fiscal quarter, by no later than forty-five (45) days after the end of each such fiscal quarter, (v) the Unaudited Financial Statements, (vi) subject to the proviso set forth in Section 7.17(a), such other financial and other pertinent information regarding the Business, Seller and the Acquired Companies (including information regarding the business, operations and financial projections thereof) as may be reasonably requested by Buyer to assist in the preparation of a customary confidential information memorandum, offering memorandum, private placement memorandum or other customary information documents used in financings of the type contemplated by the debt commitment letter (including, without limitation, a “Rule 144A-for-life” offering involving high yield debt securities), including information with respect to total assets, total liabilities, revenue, operating income and, to the extent available, EBITDA, with respect to Acquired Companies that will be non-guarantors in the aggregate, (vii) such other historical financial information regarding the Acquired Companies as is reasonably requested by Buyer in connection with Buyer's preparation of pro forma financial statements prepared in accordance with Article 11 of Regulation S-X under the Securities Act and necessary to satisfy the condition set forth in paragraph 7 of Exhibit C to the Debt Financing Commitments, (viii) if all or any portion of the Debt Financing is taking the form of secured notes as provided in the Debt Commitment Letters, all other financial data that would be reasonably necessary for Buyer to receive customary comfort letters from the independent accountants of the Acquired Companies in connection with the offering (including as to negative assurances and change period comfort) and (ix) if all or any portion of the Debt Financing is taking the form of secured notes as provided in the Debt Commitment Letters, such records, data or other information necessary to support any statistical information or claims relating to the Business, Seller and the Acquired Companies appearing in the aforementioned information documents ((i)-(ix), collectively, the “Required Financial Information”). If the Closing occurs, Buyer shall, promptly upon request by Seller, reimburse Seller for 50% of the reasonable and documented out-of-pocket costs and expenses incurred by Seller or any of its Representatives in connection with the preparation, review and audit of the Required Financial Information described in clauses (i) - (ix) above pursuant to this Section 7.4(c).

(d)Unless delivered prior to the Closing in accordance with Section 7.4(c), on or before March 31, 2020, if the Closing occurs, Seller shall cause the 2019 Audited Financial Statements to be delivered to Buyer and the Debt Financing Sources. Furthermore, if the Closing occurs, Seller shall deliver to Buyer (x) on or prior to February 29, 2021, an audited balance sheet of the Business as of the Closing Date and statements of income, cash flows, and equity for the Business for the period from January 1, 2020 to the Closing Date, in each case, with an independent auditor’s report that shall be addressed to Cartus and (y) within forty-five (45) days after each quarterly period ended on or after January 1, 2020 and prior to the Closing Date, an unaudited balance and statement of income, cash flows and equity for the Business reviewed by the independent accountants for Buyer or the Business as provided in Statement on Auditing Standards No. 100 or the successor thereto addressed to Cartus. In addition, Seller covenants and agrees that, following the Closing Date, it will provide Buyer and the independent accountants for the Business with reasonable access to all books, records and other information within it or its Affiliates’ control and access to Seller’s and its Affiliates’ independent accountants and accounting and financial reporting personnel in order to enable Buyer and the independent accountants for the Business and statutory auditors to prepare, support and complete such other financial statements and financial and other information and disclosure documents (including a management’s discussion and analysis) as required by the Debt Financing Commitments or Law for periods ending on or prior to Closing Date or that include the Closing Date, including as such financial statements or financial information may be audited or reviewed by the independent accountants for Buyer or the Business as provided in applicable Statement on Auditing Standards; provided, however, that Buyer acknowledges that Seller shall have the right to prepare all financial statements in respect of the Business with respect to any period ending on or prior to the Closing Date and Buyer shall not separately require cooperation to prepare such financial statements to the extent that Seller is timely preparing and delivering such financial statements to Buyer. Buyer shall reimburse Seller promptly upon request for all costs and expenses incurred by it and its Affiliates (including any fees and costs of auditors) in connection with providing information pursuant to the immediately foregoing sentence of this Section 7.4(d).

(e)Notwithstanding anything to the contrary in this Agreement, it is understood and agreed that the condition precedent set forth in Section 10.2(b), as applied to Seller’s obligations under Section 7.4(a) shall be deemed to be satisfied unless the Debt Financing has not been obtained as a result of Seller’s breach of its obligations under Section 7.4(a) and such breach remains uncured as of the date that is ten (10) days following receipt of written notice by Seller of such breach from Buyer.

Section 7.5 Directors and Officers Liability.

(a)From and after the Closing, Buyer shall cause the applicable Acquired Companies to (i) indemnify and hold harmless each present and former director, officer or equivalent positions in non-U.S. entities of such Acquired Companies (collectively, the “Covered Persons”), against any Damages incurred or suffered by any of the Covered Persons in connection with any liabilities or any Action, arising out of or pertaining to matters existing or occurring prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Acquired Companies would have been permitted under the Organizational Documents of such Acquired Companies as in effect on the date of this Agreement, to indemnify such Covered Persons and (ii) advance expenses as incurred by any Covered Person in connection with any matters for which such Covered Person is entitled to indemnification from Buyer pursuant to this Section 7.5(a) to the fullest extent permitted under such Organizational Documents of such Acquired Companies; provided, however, that the Covered Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by a court of competent jurisdiction and all rights of appeal have lapsed, that such Covered Person is not entitled to indemnification under applicable Law, the Organizational Documents of the Acquired Companies, or pursuant to this Section 7.5(a).

(b)For a period of six (6) years following the Closing, Buyer shall cause each Acquired Company to maintain in effect a directors’ and officers’ liability insurance policy covering those persons who are currently covered by such Acquired Company’s directors’ and officers’ liability insurance policy with coverage in amount and scope at least as favorable as Buyer’s existing coverage.

(c)Buyer hereby agrees that it will not (i) cause or permit any Acquired Company to amend or modify the indemnification provisions in the Organizational Documents of such Acquired Company or (ii) amend or revoke any indemnification agreement between any Acquired Company and its director or officer currently in effect, in each case, in any way that diminishes or adversely affects the indemnification or exculpation provisions as provided therein or herein.

(d)In the event that Buyer, the Acquired Companies or any of their respective successors and assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity in such consolidation or merger, (ii) has all of its equity securities purchased by or transferred or conveyed to any Person or (iii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Buyer or the Acquired Companies, as the case may be, fulfill and comply with the indemnification and other obligations set forth in this Section 7.5. Any such assumption of the obligations of Buyer or the Acquired Companies, as the case may be, shall not operate to release, relieve, waive, terminate or modify the obligations of Buyer or the Acquired Companies, as the case may be, under this Section 7.5.

(e)The terms and provisions of this Section 7.5 are intended to be in addition to the rights otherwise available to the Covered Persons by applicable Law or the Organizational Documents, and shall operate for the benefit of, and shall be enforceable by, the Covered Persons and their respective heirs and Representatives, each of whom is an intended Third Party beneficiary of this Section 7.5.

Section 7.6 Regulatory and Other Authorizations.

(a)In accordance with the terms and subject to the conditions of this Agreement, each Party shall use their respective reasonable best efforts to cause the conditions set forth in Article X to be satisfied as soon as practicable following the date of this Agreement (giving effect, among other things, to the remaining provisions of this Section 7.6 (including the last sentence of this Section 7.6(a) and Section 7.6(b)) and in any event on or prior to the Outside Date (as the same may be extended in accordance with this Agreement) and to cause the Closing to occur on the terms and (unless otherwise validly waived by a Party) subject to the conditions specified in this Agreement as soon as practicable after the Required Financial Information has been delivered (giving effect to the provisions of the Marketing Period and Section 2.3)), including using reasonable best efforts to accomplish the following: (i) the obtaining of all necessary Consents and approvals from the Governmental Entities necessary in connection with the consummation of the Transaction, and the making of all necessary registrations and filings (including filings with the Governmental Entities, if any) and the taking of all reasonable steps as may be necessary to obtain an approval from, or to avoid an Action by, any Governmental Entity necessary in connection with the consummation of the Transaction; (ii) the defending of any Actions, whether judicial or administrative, challenging this Agreement or the consummation of the Transaction, performed or consummated by such Party in accordance with the terms of this Agreement, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Entity vacated or reversed; and (iii) the execution and delivery of any additional instruments reasonably necessary to consummate the Transaction and any other transactions to be performed or consummated by such Party in accordance with the terms of this Agreement and to carry out fully the purposes of this Agreement. Each Party shall (x) promptly (and in no event later than ten (10) Business Days following the date of this Agreement) make and not withdraw its respective filings under the HSR Act, (y) as promptly as reasonably practicable, make any other applications and filings as reasonably determined by the Parties to be required under any other applicable Antitrust Laws with respect to the Transaction and (z) promptly (and in no event later than ten (10) Business Days following the date of this Agreement) make and not withdraw its respective filings set forth on Section 7.6(a) of the Seller Disclosure Letter; neither Buyer nor Seller shall, without prior written consent of the other Party (not to be unreasonably delayed, conditioned, or withheld (including if it may cause a delay in Closing (including as a result of the condition in Section 10.1(a)) as long any Closing would reasonably be expected to occur prior to the Outside Date (as may be extended in accordance herewith)): (i) withdraw its filing under the HSR Act or any other applicable Antitrust Laws or (ii) commit to or agree with any Governmental Entity to stay, toll or extend any applicable waiting period under the HSR Act or applicable Antitrust Laws or to delay consummation of the Transaction.

(b)Buyer shall use its reasonable best efforts to take, and shall cause its Affiliates to use their reasonable best efforts to take, promptly any and all steps necessary to avoid or eliminate each and every impediment and obtain all Consents under any Antitrust Laws that may be required by any foreign or U.S. federal, state or local Governmental Entity, in each case, with competent jurisdiction, so as to enable the parties to consummate the Transaction as promptly as practicable, including committing to or effecting, by consent decree, hold separate orders, trust, or otherwise, the sale or other disposition of such assets or businesses as are required to be divested, or other behavioral remedies or other commitments, in each case, in order to avoid the entry of, or to effect the dissolution of or vacate or lift, any Order, that would otherwise have the effect of preventing or materially delaying the consummation of the Transaction as promptly as practicable. Notwithstanding anything in this Agreement to the contrary, Buyer will not be obligated to take or refrain from taking, or to agree that Buyer will take or refrain from taking, any action, or to suffer to exist any condition, limitation, restriction or requirement that with any other actions, conditions, limitations, restrictions or requirements, would result in, either individually or in the aggregate, the reduction, on a pro forma basis, of annual revenues of Buyer and its Affiliates (including the Acquired Companies) on a combined basis by an amount in excess of $30,000,000 of revenues for the year ended December 31, 2018.

(c)Each Party shall furnish to the other Party such necessary information and reasonable assistance as the other Party may reasonably request in connection with the preparation of any required governmental filings or submissions and will cooperate in responding to any inquiry from a Governmental Entity, including (i) promptly informing the other Party of such inquiry, (ii) consulting in advance before making any substantive presentations or submissions to a Governmental Entity, (iii) giving the other Party advance notice of, and the opportunity to attend and participate in any substantive meetings or discussions with any Governmental Entity, to the extent not prohibited by such Governmental Entity, and (iv) supplying each other with copies of all material correspondence, filings or communications between either Party and any Governmental Entity with respect to this Agreement; provided that materials provided pursuant to this Section 7.6(c) may be redacted (A) to remove references concerning the valuation of the Acquired Companies, (B) as necessary to comply with contractual arrangements, (C) as necessary to comply with applicable Law, and (D) as necessary to address reasonable privilege or confidentiality concerns; provided, further, that Buyer and Seller may reasonably designate any competitively sensitive material provided to the other under this Section 7.6(c) as “Outside Counsel Only.” The foregoing obligations in this Section 7.6(c) shall be subject to any attorney-client, work product or other privilege considerations. Notwithstanding anything to the contrary herein, each of Buyer and Seller shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with any analyses, appearances, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party hereto in connection with proceedings under or relating to the HSR Act or any applicable foreign antitrust or competition-related Antitrust Law. Buyer and Seller shall cooperate fully with each other in connection with the making of all such filings or responses.

(d)Notwithstanding anything in this Section 7.6 to the contrary, nothing in this Section 7.6 shall require, or be deemed to require, Seller or any of its Affiliates to propose, negotiate, offer to commit, effect or agree to (i) any sale, divestiture, license or disposition of assets or businesses of the Acquired Companies or (ii) any behavioral remedy of the Acquired Companies that is not conditioned on the occurrence of the Closing.

Section 7.7 Shared Contracts; Required Third Party Consents.

(a)The Parties acknowledge that Seller and its Affiliates are parties to certain contracts set forth on Section 7.7(a) of the Seller Disclosure Letter that relate to both the operations or conduct of the Business and the Retained Business (the “Shared Contracts”). From the date of this Agreement until the earlier of termination of this Agreement or the Closing, the Parties shall reasonably cooperate and shall use their respective commercially reasonable efforts to separate the Shared Contracts and obtain the agreement of the counterparties to each such Shared Contract to enter into a new Contract (or an amendment thereto, as applicable), effective as of the Closing Date or as soon thereafter as is reasonably possible, pursuant to which Seller or its Affiliate, as applicable, will receive substantially the same goods, services and Intellectual Property rights provided to Seller and its Affiliates with respect to the Business as of the date of this Agreement pursuant to the Shared Contract (the “Shared Contract Rights”) on terms and conditions substantially similar to those contained in the Shared Contract as of the date of this Agreement (each, a “Replacement Contract”) and to cause the applicable counterparty to release Buyer and its applicable Affiliates from any obligations under the Shared Contract that become the obligation of Seller or its Affiliates under the Replacement Contract. If one or more Replacement Contracts are not so obtained (unless the Parties otherwise agree in writing or unless doing so would not be permitted by applicable Law, the terms of the applicable Shared Contract or the applicable counterparty) for a reasonable period of time following the Closing (not to exceed six (6) months), Buyer will, or will cause its applicable Affiliate to, use commercially reasonable efforts, and Seller will cooperate in all reasonable respects with Buyer and/or its Affiliates, as applicable, so that Seller or its Affiliates, as applicable, receive the benefits of the Shared Contract Rights following the Closing Date. Seller shall bear the economic, Tax and other liabilities under such Shared Contract related to the Shared Contract Rights given to Seller or its Affiliates in accordance with the foregoing, and if Seller fails to timely and fully bear such liabilities with respect to any Shared Contract, Buyer shall no longer be obligated to provide Shared Contract Rights for any Shared Contract hereunder. Buyer shall bear the economic, Tax and other liabilities under such Shared Contract related to the rights retained by the Buyer or its Affiliates in accordance with the foregoing and will be responsible for all pre-Closing breaches of all Shared Contracts.

(b)From the date of this Agreement until the earlier of termination of this Agreement or the Closing, if requested by Buyer, the Parties shall cooperate and shall use their respective commercially reasonable efforts to obtain any necessary Consents, approvals or waivers under the U.K. Documents, the Overdraft Facility or otherwise from any Third Parties required by the terms of a Material Contract (including because consummation of the Transaction would result in breach thereof or acceleration of or increase any rights of a counterparty to such Material Contract or obligations of any Acquired Company under such Material Contract) as a result of the Transaction (collectively, “Required Third Party Consents”).

(c)With respect to Section 7.7(a), (i) no Replacement Contract shall impose any liability on Buyer or its Affiliates after the Closing; (ii) neither Buyer nor any of its Affiliates shall be required (A) to expend any money with respect to any Replacement Contract, (B) to remedy any breach under or with respect thereto, or (C) to commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any Third Party in order to provide Seller with the benefits with a Replacement Contract; and (iii) no representation, warranty or covenant of Buyer contained in the Transaction Documents shall be breached, or deemed breached, and no condition shall be deemed not satisfied, and neither Buyer nor any of its Affiliates will have any liability whatsoever to Seller or any of its Affiliates, based on, arising out of or relating to (A) the failure to obtain any Replacement Contract or (B) any Action commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any Replacement Contract.

(d)With respect to Section 7.7(b), (i) no Required Third Party Consent shall impose any liability on Seller or its Affiliates after the Closing; (ii) neither Seller nor any of its Affiliates shall be required (A) to expend any money with respect to any Required Third Party Consent, (B) to remedy any breach under or with respect thereto, or (C) to commence or participate in any Action or offer or grant any accommodation (financial or otherwise) to any Third Party in order to provide Buyer with the benefits with a Required Third Party Consent; and (iii) no representation, warranty or covenant of Seller contained in the Transaction Documents shall be breached, or deemed breached, and no condition shall be deemed not satisfied, and neither Seller nor any of its Affiliates will have any liability whatsoever to Buyer or any of its Affiliates, based on, arising out of or relating to (A) the failure to obtain any Required Third Party Consent or (B) any Action commenced or threatened in writing by or on behalf of any Person arising out of or relating to the failure to obtain any Required Third Party Consent.

Section 7.8 Shared Property. At the Closing, Seller shall enter, or cause its applicable Affiliates to enter, into sublease agreements with respect to each leased office space set forth on Section 7.8 of the Seller Disclosure Letter (the “Designated Premises”), substantially in the form attached hereto as Exhibit D (the “Danbury Sublease Agreement”) and Exhibit E (the “Irving Sublease Agreement,” and, collectively, the “Sublease Agreements”), with the applicable tenant under each lease for the Designated Premises, for such portion of the Designated Premises that Seller or its Affiliates will be using in the operation of the Retained Business after the Closing. The Sublease Agreements shall provide for the pass-through to Seller or its applicable Affiliate of all of the applicable tenant’s costs and expenses related to the subleased portion of the Designated Premises, and each Sublease Agreement shall be co-terminus with the respective lease for the Designated Premises, unless an earlier termination date is required pursuant to such lease.

Section 7.9 Wrong Pockets.

(a)During the twelve (12) month period following the Closing Date, if Buyer or Seller discovers that any:

i.Excluded Asset was, directly or indirectly, transferred to Buyer (or held by the Acquired Companies) at the Closing (each, a “Held Asset”), Buyer shall, and shall cause its Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Held Asset to Seller or its designated assignee, and (B) pending such transfer, (x) hold in trust such Held Asset and provide to Seller or its designated assignee all of the benefits associated with the ownership of the Held Asset, and (y) cause such Held Asset to be used or retained as may be reasonably instructed by Seller; or

ii.asset of an Acquired Company or an asset of Seller and its Affiliates primarily used in the operation of the Business was not, directly or indirectly through an Acquired Company, transferred to Buyer at the Closing (each, an “Omitted Asset”), Seller shall, and shall cause its Affiliates to, use reasonable best efforts to (A) promptly assign and transfer all right, title and interest in such Omitted Asset to Buyer or its designated assignee, and (B) pending such transfer, (x) hold in trust such Omitted Asset and provide to Buyer or its designated assignee all of the benefits associated with the ownership of the Omitted Asset, and (y) cause such Omitted Asset to be used or retained as may be reasonably instructed by Buyer.

(b)Buyer or Seller, as applicable, shall, and shall cause their Affiliates, as applicable, to, use reasonable best efforts to, in addition to the other actions set forth in Section 7.9(a)(i) and Section 7.9(a)(ii), promptly upon the request of the other party, (i) reasonably cooperate to obtain all consents from Persons necessary or appropriate for the purposes of transferring, assigning and conveying such Held Asset or Omitted Asset (or part thereof), as applicable, or the relevant interests in them to the other party and (ii) reasonably cooperate to allow the requesting party to complete all such further acts or things as the other party may reasonably direct in order to transfer, assign and convey such Held Asset or Omitted Asset (or parts thereof), as applicable, or the relevant interests in them to the other party; provided that the transferring party and its Affiliates shall not be required to incur any out-of-pocket expense pursuant to this clause (b) which is not agreed to be paid or reimbursed by the transferring party or its Affiliates.

(c)To the extent that, on or after the Closing Date, (i) Buyer or any of its Affiliates receives any payment or instrument that (x) is for the account of Seller or any of its Affiliates according to the terms of this Agreement or the Transition Services Agreement or (y) relates to any business or business segment of Seller other than the Business, in each case to the extent not included in Cash, Net Working Capital or Net Securitization Asset Amount, Buyer shall promptly deliver such amount or instrument to Seller or its Affiliates, as applicable, and (ii) Seller or any of its Affiliates receives any payment or instrument that is for the account of Buyer or any of its Affiliates (including the Acquired Companies) according to the terms of this Agreement or the Transition Services Agreement, Seller shall promptly deliver such amount or instrument to Buyer or its Affiliates, as applicable. All amounts due and payable under this Section 7.9(c) shall be due and payable by the applicable Party in immediately available funds net of any Tax incurred or payable in connection with the receipt of such payment or instrument or required to be withheld on payment, by wire transfer to the account designated in writing by the relevant Party. Notwithstanding the foregoing, each Party hereby undertakes to use its commercially reasonable efforts to direct or forward all bills, invoices or like instruments to the appropriate Party.

(d)Buyer or the applicable Acquired Company shall promptly forward any claim for any Liability of the Retained Business to Seller after the Closing and Seller shall forward any claim for any Liability of the Acquired Companies (to the extent such claim is due to a post-Closing Liability) or the Business to Buyer after the Closing.

Section 7.10 Further Assurances. From time to time, at the request of the other Party, without further consideration, each Party shall execute and cause to be delivered to the other Party such instruments and other documents, and shall use reasonable best efforts to take or cause to be taken such other action, as such other Party may reasonably request (prior to, at or after the Closing) for the purpose of carrying out or evidencing the Transaction and for executing and performing the Transaction Documents.

Section 7.11 Restrictive Covenants.

(a)From the date of this Agreement until the Closing Date, Buyer shall not, and shall not permit any of its Representatives to, directly or indirectly, solicit for employment or service any person employed by Seller or its Subsidiaries as of the date of this Agreement with whom Buyer or any of its Representatives first came in contact with in connection to the Transaction or encourage any such employee to leave such employment (other than solicitations through general advertising or other general solicitation, including through the use of a recruitment agency, in each case, not targeted at such persons).

(b)From the date of this Agreement until five (5) years after the Closing Date, Seller shall not, and shall not permit any of its Representatives to, directly or indirectly, solicit or hire for employment or service any (i) Continuing Employee, (ii) Business Employee or other employee of the Acquired Companies as of the date hereof, or (iii) employee of Buyer or its Representatives with whom Seller or any of its Representatives first came in contact with in connection with the Transaction, or, in each case, as applicable, encourage any such employee to leave such employment (other than solicitations through general advertising or other general solicitation, including through the use of a recruitment agency, in each case, not targeted at such persons or specifically targeted or directed at the senior management of any Acquired Company, or with the prior written permission of Buyer); provided that nothing in this Section 7.10(b) shall prevent Seller or any of its Representatives from hiring or soliciting (A) any Business Employee or other employee whose employment has been terminated by the Acquired Companies or Buyer and its Representatives after the Closing; or (B) after ninety (90) days from the date of termination of employment, any Business Employee or other employee whose employment has been terminated by the employee after the Closing.

(c)From the Closing Date until five (5) years after the Closing Date (the “Restricted Period”), Buyer shall not, and shall not permit any of its Representatives to, directly or indirectly, solicit or hire for employment or service any employee of Seller or its Representatives with whom Buyer or any of its Representatives first came in contact with in connection to the Transaction, or, in each case, as applicable, encourage any such employee to leave such employment (other than solicitations through general advertising or other general solicitation, including through the use of a recruitment agency, in each case, not targeted at such persons or specifically targeted or directed at the senior management of Seller or its Representatives, or with the prior written permission of Seller); provided that nothing in this Section 7.11(c) shall prevent Buyer or any of its Representatives from hiring or soliciting (x) any employee whose employment has been terminated by Seller or its Representatives; or (y) after ninety (90) days from the date of termination of employment, any employee whose employment has been terminated by the employee.

(d)During the Restricted Period, Seller shall not (and shall cause its controlled Affiliates not to), without the prior written consent of Buyer, directly or indirectly, (A) own any interest in, manage, control, operate, or participate in (whether as an officer, director, manager, employee, partner, agent, representative, supplier or otherwise) or in any other manner engage in the business or operations of, any Person engaged in or otherwise competing with the Business anywhere in the world, or (B) induce or attempt to induce any customer, supplier or other business relation of Buyer or any of its Subsidiaries (in respect of the Business) to cease doing business with Buyer or any of its Subsidiaries (in respect of the Business) or to materially reduce or materially modify the terms of its business relationship with Buyer or any of its Subsidiaries (in respect of the Business) or in any way interfere with the relationship between any such customer, supplier or business relation, on the one hand, and Buyer or any of its Subsidiaries (in respect of the Business) on the other hand (the foregoing clauses (A) and (B), collectively, the “Restricted Activities”); provided that nothing in this Section 7.11(d) shall prohibit Seller or any of its Affiliates from being a passive owner of less than five percent (5%) of the outstanding shares of any class or series of capital stock of a corporation that is publicly traded and, directly or indirectly, engages in any Restricted Activity so long as Seller does not have any active participation in the business of such corporation. Notwithstanding the foregoing, this Section 7.11(d) shall not prohibit Seller or its Affiliates from owning any interest in, managing, controlling, participating in (whether as an officer, director, manager, employee, partner, agent, representative or otherwise) or in any other similar manner engaging anywhere (inside or outside the U.S.) in the Retained Business and in any business engaged in real estate brokerage franchising, owned real estate brokerage, the purchase and selling of real estate (other than in respect of the Business), property management (other than in respect of the Business), real estate title (including title insurance underwriting) and settlement services and mortgage origination, mortgage brokerage and property and casualty insurance. Seller shall not target its marketing efforts toward corporate sponsored relocation programs (for the avoidance of doubt to include lump-sum benefit programs). Subject to the immediately preceding sentence, nothing contained in this Agreement shall restrict Seller’s or its Affiliates’ ability to directly market its Affinity Programs to (i) companies that may otherwise provide employee relocation programs, (ii) relocation clients that approach Seller or one of its Affiliates directly, (iii) participants in Affinity Program (e.g., Military Rewards, Turnkey, etc.) that do not directly target employees receiving “lump-sum” relocation benefits, (iv) non-Affinity Program membership groups or (v) companies that offer a suite of benefits services where affinity is one benefit among a suite of products (e.g., BenefitHub).

(e)It is the desire and intent of the Parties that the provisions of this Section 7.11 shall be enforced to the fullest extent permissible under the Laws and public policies applied in each jurisdiction in which enforcement is sought. If any particular provisions or portion of this Section 7.11 shall be adjudicated to be invalid or unenforceable, this Section 7.11 shall be deemed amended to delete therefrom such provision or portion adjudicated to be invalid or unenforceable, such amendment to apply only with respect to the operation of this Section 7.11 in the particular jurisdiction in which such adjudication is made.

(f)Seller acknowledges and agrees that (i) Buyer would not receive the benefit of the bargain in connection with the Transaction if Seller were not to comply fully and in all respects with its obligations under this Section 7.11, (ii) each of the Acquired Companies would be irreparably damaged if Seller were not to comply fully and in all respects with its obligations under this Section 7.11 and that any such failure to comply would result in a significant loss of goodwill by the Acquired Companies, and (iii) the Business has been, or is currently contemplated to be, conducted by the Acquired Companies on a global basis throughout the world.

Section 7.12 Securitization Matters.

(a)Without limiting Seller’s obligations under Section 7.4, at all times prior to the Closing, Buyer and Seller shall fully cooperate with each other, to take all actions to effectuate the termination of the Apple Ridge Funding LLC securitization program of the Acquired Companies and the termination and release of all obligations, guaranties, liens and other security interests with respect to such securitization facilities to allow for the satisfaction of the liabilities thereunder at the Closing in accordance with the Debt Commitment Letters. Seller shall also cooperate to obtain any documentation evidencing such releases, including any payoff letters and UCC termination statements, to ensure the transfer of the receivables under any such Apple Ridge Funding LLC securitization program free and clear of all Encumbrances in connection with the termination of the Apple Ridge Funding LLC securitization program and satisfaction of liabilities thereunder as contemplated by the Debt Commitment Letters. Further, until the Closing, Seller shall provide any reasonably requested cooperation to assist Buyer in transitioning the receivables of the Business into any securitization program of the Buyer or its Affiliates effective as of the Closing, including termination or assignment of account control agreements and transfers of such accounts to Buyer or its Affiliates, establishing new bank accounts, assignments and transfers of receivables, delivery of notices (including negotiating and obtaining any reduced notice periods in connection with the termination of the securitization facilities), negotiating and executing any necessary amendments, or any other action necessary to effectuate as of the Closing (i) the termination of the Apple Ridge Funding LLC securitization program, (ii) release of the receivables of the Business from all Encumbrances and (iii) transitioning of the receivables into any securitization facility of the Buyer or its Affiliates contemplated by the Debt Commitment Letter; provided that notices to, requests for consent and other contact with, customers shall not be required prior to Closing. Further, for purposes of facilitating the termination of the Acquired Companies’ Apple Ridge Funding LLC securitization program and the implementation of the securitization programs of Buyer and its Affiliates on the Closing Date, Seller shall provide as soon as practicable after the date hereof to the extent permitted by and in a manner permitted by Law (but in any event within three (3) Business Days after the date that the condition in Section 10.1(a)(i) has been satisfied) the following information: (A) billed and unbilled receivable aging and rollforward amounts, in each case, including the Person that owns such receivables pursuant to the Contract with any Acquired Company, (B) equity loan aging and rollforward amounts, including additions, prepaid funding and adjustments and the Person that owns the receivable pursuant to the Contract with any Acquired Company, (C) an unidentified cash report, including the original date received, the client name and the bank name where the deposit was originally received, (D) a cash receipt report with transaction line item postings entered into the system by bank account (including possible misdirected deposits that need to be transferred between accounts), the original date received in bank account and the system application date, and the Person that owns the receivable and cash receipt pursuant to the Contract with any Acquired Company, (E) an adjustment report for billed and unbilled receivables, separating voids, write-offs, etc. and the Person that owns the receivable pursuant to the Contract with any Acquired Company, (F) accrued contract rebates, client deposits, service level agreements and liability balances, and Person party to the client Contract that the bank will look to reduce the advance amount and (G) the originator for each item or the obligor, including tracking of the top 25 client balances on a weekly basis and information to understand which originator and country as it relates to any limits therein. For each item in clauses (A) - (G), the information provided shall delineate the Person, source system, client name, client identification number, transferee identification number and name, service program, unique transaction line item identifier for complete life cycle and system status traceability, transaction description, transaction status, balance amount, currency, and original service date, invoice number and invoice billed date. The Parties acknowledge and agree that any information disclosed pursuant to this Section 7.12 will be subject to the provisions of the Confidentiality Agreement and that Seller may designate any competitively sensitive information made available to Buyer under the last and second-to-last sentence of this Section 7.12 as “clean team members only,” and such information shall be given only to (i) the clean team members of Buyer pursuant to the Confidentiality Agreement and (ii) any additional Persons set forth on Section 7.12(a) of the Seller Disclosure Letter, and may not be shared with Buyer or any of its Subsidiaries or any of their respective Representatives (other than such clean team members) and may redact information as necessary to comply with applicable Law.

(b)Buyer and Seller shall cooperate in good faith in order to determine the most appropriate Closing Date in light of the provisions of the Apple Ridge Funding LLC securitization program, including any agreed amendments to such facility to facilitate the redemption.

Section 7.13 Affiliate Arrangements.

(a)Except for the Transition Services Agreement, the Sublease Agreement or as set forth in Section 7.13(a) of the Seller Disclosure Letter, effective upon the Closing, all Contracts between an Acquired Company, on the one hand, and Seller or any of its Affiliates (other than an Acquired Company), on the other hand (collectively, “Terminating Agreements”), shall be terminated as between them without any further force and effect, and there shall be no further obligations of any of the relevant parties thereunder. Buyer agrees to take and to cause the Acquired Companies and their Subsidiaries to take any action following the Closing that would be required to give effect to the termination of the Terminating Agreements.

(b)Except as set forth in Section 7.13(b) of the Seller Disclosure Letter, all inter-company accounts, whether payables or receivables, between an Acquired Company, on the one hand, and Seller or any of its Affiliates (other than an Acquired Company), on the other hand, effective upon the Closing, shall be eliminated (by way of capital contribution, cash settlement or as otherwise determined by Seller in its sole discretion) prior to the Calculation Time, in each case without any Liability to any Acquired Company.

(c)At or prior to Closing, Seller shall cause each confidentiality and invention assignment agreement between Seller or any of its Affiliates, on the one hand, and any employee of the Acquired Companies whose duties include design or engineering of products or creation of Intellectual Property, on the other hand, and each of the Contracts set forth on Section 7.13(c) of the Seller Disclosure Letter (collectively, the “Assigned Contracts”) to be assigned with respect to the Business to Buyer (or an Acquired Company designated by Buyer).

(d)Effective as of the Closing, Seller hereby transfers all of its and its Subsidiaries’ respective right, title and interest (if any) in and to all assets and property (including any and all Intellectual Property rights and registrations and applications therefor, including any of the foregoing for which ownership interests arise through the operation of any assignment provisions in employment agreements or employee invention assignment agreements) that are listed on Schedule 7.13 attached hereto and all other Intellectual Property that is used exclusively in the operation of the Business, in each case other than the Excluded Assets. From and after the Closing, Seller hereby renounces, on behalf of itself and its Subsidiaries, any and all ownership interest and any and all other rights, title and interest of Seller and/or any of its Subsidiaries in any assets or property (including any and all Intellectual Property rights and registrations and applications therefor) of the Acquired Companies, including all assets located on the premises of any Acquired Company or otherwise conveyed to the Acquired Company hereunder, in each case other than the Excluded Assets.

Section 7.14 Seller Guarantees. With respect to each Seller Guaranty, Buyer shall use its reasonable best efforts to (a) cause itself or one or more of its Affiliates to be substituted in all respects for Seller or any of its Affiliates, as applicable, effective as of the Closing, in respect of all obligations of Seller or its Affiliates under any Seller Guaranty by offering such beneficiary a guaranty of Buyer of like character and on terms (financial and otherwise) no less favorable to such beneficiary and (b) arrange for the release effective at or as soon as reasonably practicable after the Closing of Seller and its Affiliates from their respective obligations to the beneficiary of such Seller Guaranty. To the extent any Seller Guarantees are not terminated or released, from and after the Closing, Buyer shall (i) indemnify, defend and hold harmless Seller and its Representatives (individually, a “Seller Indemnified Person” and collectively, the “Seller Indemnified Persons”) from and against any and all Damages incurred by any of them relating to the Seller Guarantees and (ii) not permit any of the Acquired Companies or any of its Subsidiaries or Affiliates to (x) renew or extend the term of or (y) increase its obligations under, or transfer to another Third Party, any loan, lease, Contract or other obligation for which any Seller Indemnified Person is or would reasonably be expected to be liable under such Seller Guaranty. The failure by Buyer or its Affiliates to achieve any such substitution or release shall not (A) constitute a failure to satisfy any condition set forth in Article X, (B) relieve Seller from its obligation to consummate the Transaction or any of the other Transaction Documents or (C) relieve Buyer from its obligation under Section 12.3.

Section 7.15 R&W Insurance Policy. The Parties acknowledge that, as of the date of this Agreement, Buyer has obtained a binder to the R&W Insurance Policy, a true and correct copy of which is attached hereto as Exhibit B. The Parties further acknowledge that obtaining the R&W Insurance Policy is a material inducement to Seller entering into the Transaction and the other Transaction Documents, and that Seller is relying on Buyer’s covenants and obligations set forth in this Section 7.15. Buyer shall bear the cost of all fees, expenses and premiums relating to the procurement and binding of the R&W Insurance Policy. Prior to and after the Closing, Buyer shall take all commercially reasonable actions necessary to complete the conditions in the conditional binder to the R&W Insurance Policy within the times set forth therein so that the R&W Insurer will issue the R&W Insurance Policy. The R&W Insurance Policy shall provide that the R&W Insurer shall waive and not pursue any subrogation rights against Seller, except for Fraud. Following the Closing, the R&W Insurance Policy may not be amended in any manner materially adverse to Seller (including with respect to the subrogation provisions, policy term, retention amount or coverage amount), and neither Buyer nor any of Buyer’s Affiliates shall cause the cancellation of the R&W Insurance Policy, without Seller’s prior written consent (which consent shall be given or withheld in the sole and absolute discretion of Seller).

Section 7.16 Confidentiality.

(a)The Parties acknowledge that following the date of this Agreement, the terms of the Confidentiality Agreement shall remain in full force and effect in accordance with its terms until the Closing, at which time the Confidentiality Agreement shall terminate and Section 7.17 shall govern. If this Agreement is, for any reason, terminated prior to the Closing, the Confidentiality Agreement shall continue in full force and effect as provided in Section 11.2 in accordance with its terms.

(b)Except as provided in Section 7.16(d), for a period commencing on the Closing Date and terminating on the date that is thirty-six (36) months after the Closing Date, Seller shall maintain the existence and terms of this Agreement and the other Transaction Documents and all non-public, proprietary and confidential information relating to Buyer, the Acquired Companies, their respective Representatives or the Business (collectively, “Buyer Confidential Information”) disclosed to Seller or any of its Representatives in connection with this Agreement, in confidence and not disclose to any other Person any Buyer Confidential Information or use any such Buyer Confidential Information for any purpose.

(c)Except as provided in Section 7.16(d), for a period commencing on the Closing Date and terminating on the date that is thirty-six (36) months after the Closing Date, Buyer shall, and shall cause its Representatives (including the Acquired Companies) to, maintain the existence and terms of this Agreement and the other Transaction Documents and all non-public, proprietary and confidential information relating to (i) Seller or its Representatives (other than the Acquired Companies) or (ii) the Retained Business (collectively, “Seller Confidential Information”) disclosed to Buyer or any of its Representatives in connection with this Agreement or made available to or in the possession of any of the Acquired Companies, in confidence and not disclose to any other Person any Seller Confidential Information or use any such Seller Confidential Information for any purpose.

(d)The obligations of each Party (a “Receiving Party”) set forth in this Section 7.16 shall not apply to (i) any information that becomes available to the general public prior to, on or after the Closing Date (other than as a result of disclosure by the Receiving Party or any of its Representatives in violation of this Section 7.16), (ii) any information that becomes available to the Receiving Party or any of its Representatives after the Closing Date on a non-confidential basis from a source other than the other Party (the “Disclosing Party”) or its Representatives; provided that such source was not, to the knowledge of the Receiving Party, prohibited from disclosing such information by a legal, contractual, fiduciary or other obligation, (iii) except as provided in clause (vi) below, any disclosure requested or required by applicable Law or any Governmental Entity, including any applicable Tax Laws, securities Laws or securities exchange or listing regulations or requirements; provided that, to the extent such disclosure is requested or required in connection with an Order, the Receiving Party shall, to the extent reasonably practicable and legally permissible, promptly notify the Disclosing Party of such disclosure under this clause (iii) prior to making such disclosure with reasonably sufficient time, where reasonably practicable, to allow the Disclosing Party to seek protective measures for such Confidential Information (and the Receiving Party and its Representatives shall cooperate with the Disclosing Party in seeking such protection, at the Disclosing Party’s sole cost and expense), (iv) any Order in connection with the enforcement of a Party’s rights or remedies under this Agreement or the other Transaction Documents solely to the extent necessary for any filings with a Governmental Entity (provided that to the extent possible, the applicable Party shall request that such Governmental Entity treat such Confidential Information as confidential and non-public), (v) any disclosure or use of Confidential Information in connection with the preparation of financial statements, (vi) in connection with and to the extent necessary for a Party or any of its Representatives to prepare or file Tax Returns or other Tax filings, (vii) any disclosure or use of Confidential Information that is necessary for a Party to perform or satisfy any of its obligations under this Agreement or any of the other Transaction Documents or (viii) any information that is independently developed by the Receiving Party or its Representatives without reference to or use of any Confidential Information of the Disclosing Party.

Section 7.17 Access to Properties, Books and Records.

(a)From the date of this Agreement until the earlier of termination of this Agreement or the Closing, Seller shall give Buyer and the Debt Financing Sources reasonable access, upon reasonable notice during normal business hours to all properties, books, records (other than personnel records) and key management personnel of or pertaining to the Acquired Companies (to the extent relating to the Business), solely for purposes of consummating the Transaction and as otherwise provided in Section 7.25; provided, however, that the foregoing will not: (i) interfere unreasonably with the day-to-day operations of the Acquired Companies; or (ii) require the Acquired Companies to provide access or to disclose information where such access or disclosure would contravene any Law or Contract, or would relate to commercially sensitive information, or would result in the waiver of any legal privilege or work-product protection as identified by Seller’s legal counsel. Any information disclosed will be subject to the provisions of the Confidentiality Agreement. In the event of a conflict or inconsistency between the terms of this Agreement and the Confidentiality Agreement, the terms of this Agreement will govern. The Parties acknowledge and agree that the Acquired Companies may designate any competitively sensitive information made available to Buyer under this Agreement as “clean team members only,” and such information shall be given only to the clean team members of Buyer and may not be shared with Buyer or any of its Subsidiaries or any of their respective Representatives (other than such clean team members). Notwithstanding anything herein or in the Confidentiality Agreement to the contrary, the parties agree that the Agreed Communications Plans shall be implemented substantially in accordance with its terms and no such party shall be in breach of this Agreement or the Confidentiality Agreement as a result of such implementation in accordance with its terms.

(b)From the Closing Date and subject to Section 7.16 and applicable Law, until the date which is six (6) years following the Closing Date, Buyer shall, and shall cause its Representatives to, afford Seller and its Representatives reasonable access, upon reasonable notice, during normal business hours to all books, records and Representatives of Buyer to the extent pertaining to the Acquired Companies or the Business in the form presently operated, and to such other information to the extent relating to the Business for audit purposes or in connection with any dispute or proceeding brought by or against any Third Party or Governmental Entity; provided, however, that the foregoing will not: (i) interfere unreasonably with the day-to-day operations of Buyer or the Acquired Companies; or (ii) require Buyer or the Acquired Companies to provide access or to disclose information where such access or disclosure would violate (based upon good faith advice of outside counsel) any Law or Contract to which Buyer or any of its Affiliates (including the Acquired Companies) is subject or is a party, or would relate to Buyer Confidential Information or other commercially sensitive information unrelated to the Business in the form as presently operated, or would (based upon good faith advice of outside counsel) result in the waiver of any legal privilege or work-product protection relating to such information (provided that Buyer will use its reasonable best efforts to provide Seller such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences).

(c)From the Closing Date and subject to applicable Law, until the date which is six (6) years following the Closing Date, Seller shall, and shall cause its Representatives to, afford Buyer and its Representatives reasonable access, upon reasonable notice, during normal business hours to all books, records and Representatives of Seller to the extent pertaining to the Acquired Companies or the Business prior to the Closing, and to such other information to the extent relating to the Business prior to the Closing for audit purposes or in connection with any dispute or proceeding brought by or against any Third Party or Governmental Entity; provided, however, that the foregoing will not: (i) interfere unreasonably with the day-to-day operations of Seller and its Affiliates; or (ii) require Seller or its Affiliates to provide access or to disclose information where such access or disclosure would violate (based upon good faith advice of outside counsel) any Law or Contract to which Seller or any of its Affiliates is subject or is a party, or would relate to confidential information of Seller or other commercially sensitive information unrelated to the Business prior to the Closing, or would (based upon good faith advice of outside counsel) result in the waiver of any legal privilege or work-product protection relating to such information (provided that Seller will use its reasonable best efforts to provide Buyer such access or make such disclosure (or as much of it as possible) in a manner that does not have such consequences).

(d)At the Closing, (i) Seller shall cause all tangible books and records (and copies of all intangible books and records) of the Acquired Companies or otherwise primarily related to the Business to be located on the Leased Real Properties to be transferred to Buyer by possession of such premises and (ii) Seller shall transfer, or cause to be promptly transferred, to Buyer all original corporate records of the Acquired Companies relating to the legal existence, ownership and corporate governance of the Acquired Companies.

(e)For a period of five (5) years after the Closing, Buyer shall provide reasonable assistance to Seller (at Seller’s sole cost and expense) in connection with any reporting obligations of Seller pursuant to the Securities Act or the Securities Exchange Act of 1934, as amended, or any of the rules or regulations promulgated thereunder, and any other financial reporting obligations of Seller, in each case, related to the operations of the activities of the Business or the Acquired Companies prior to Closing.

Section 7.18 Insurance. Effective at the time of the Closing, other than pursuant to the Transition Services Agreement, the Acquired Companies and the Business shall cease to be insured by any insurance policies or self-insurance programs of Seller and its Affiliates. In addition, with respect to any claims, acts, omissions, events, circumstances, occurrences or losses that occur prior to the Closing and which Seller or any of its Affiliates becomes aware (excluding constructive knowledge) of prior to the Closing for which coverage under such policies would be available, Seller shall use commercially reasonable efforts to file all claims for coverage thereunder in the ordinary course of business in accordance with its standard risk management and claims procedures. For the avoidance of doubt, subject to its obligations pursuant to this Agreement, Seller shall retain all rights to control its insurance policies and self-insurance programs, including the right to exhaust, settle, release, commute, buy-back or otherwise resolve disputes (but not the policies themselves) with respect to any of its insurance policies and self-insurance programs to the extent provided in the third-to-last sentence of this Section 7.18 and Seller shall retain any premiums or other retentions paid by the Business prior to the Closing Date in respect of any insurance coverage. For any claim that may be asserted by the Acquired Companies or their Affiliates with respect to the Business after the Closing Date arising out of events, incidents, conduct or circumstances that occurred prior to the Closing (such claims, “Pre-Closing Claims”), the Acquired Companies or their Affiliates may tender such Pre-Closing Claim to Seller for submission by Seller or one of its Affiliates to the applicable Third Party insurer under any of the Third Party insurance policies of Seller or its Affiliates issued prior to the Closing Date to the extent such insurance coverage exists at the time the Pre-Closing Claim is tendered to Seller and under which the Acquired Companies or the Business were insured as of the date of the events, incidents, conduct or circumstances giving rise to such Pre-Closing Claim if permitted by the terms of such policy (such policies, the “Pre-Closing Policies” and each such claim, a “Noticed Pre-Closing Claim”), and Seller shall reasonably promptly thereafter tender, or cause one of its Subsidiaries to, tender such Pre-Closing Claim to the applicable insurer for coverage; provided, however, that (a) none of Buyer, the Acquired Companies or any of their respective Affiliates shall have any recourse to Seller pursuant to this Section 7.18 for any uninsured or uncovered amounts for such Pre-Closing Claims (including any deductible or other amount for which Seller provides self-insurance), except for (i) amounts directly resulting from a breach of Seller to provide timely notice of any Noticed Pre-Closing Claim to the applicable insurer upon Seller’s receipt of notice of such Noticed Pre-Closing Claim from the Acquired

Companies or their Affiliates if required to do so under this Section 7.18 or (ii) matters with respect to which any Buyer Indemnified Person is entitled to indemnification in accordance with this Agreement; (b) except for matters with respect to which any Buyer Indemnified Person is entitled to indemnification in accordance with this Agreement, Buyer or the applicable Acquired Company shall be responsible for the satisfaction or payment of any and all associated self-retentions, deductibles, costs and expenses with respect to any Pre-Closing Claims and shall promptly reimburse Seller or its applicable Affiliates for its respective reasonable out-of-pocket costs and expenses incurred in connection with collecting insurance proceeds in respect of such claims or otherwise under this Section 7.18; (c) Buyer shall reasonably cooperate with Seller with respect to the tendering of any such claims including providing notices, information and backup materials as may be necessary in connection therewith; (d) the Parties shall work in good faith and use commercially reasonable efforts to ensure compliance with all of the applicable terms of such policies so as to minimize the risk of loss of coverage thereunder; (e) Seller shall not be required to make any concessions to any insurance carrier in connection with any Pre-Closing Claim; and (f) Seller shall not be required to take any action that would violate any Pre-Closing Policy (and Seller makes no representation or warranty with respect to the ability to take any of the actions otherwise contemplated by this Section 7.18). Seller shall notify Buyer and the applicable Acquired Company of all coverage determinations made by the insurer(s) in respect of any Pre-Closing Claims and, if any amounts are paid or to be paid by the insurer in respect thereof, shall request that such insurer make payment directly to the applicable Acquired Company, or shall transfer such insurance net proceeds actually received by Seller or its applicable Affiliates to the applicable Acquired Company no later than ten (10) days after receipt of such insurance proceeds. Seller shall not release, commute, buy-back or otherwise eliminate the coverage available under any Pre-Closing Policy without Buyer’s consent (not to be unreasonably delayed, conditioned or withheld). Buyer agrees (A) that neither it nor any of the Acquired Companies shall have the right to request that Seller make any claim under any Pre-Closing Policy unless Buyer has previously made or is contemporaneously making a claim under the R&W Insurance Policy or any other insurance policy of Buyer, in each case that would reasonably be expected to cover such losses and to the extent that any such insurance proceeds are received with respect to such claim after the date that an insurance payment is made hereunder, then the Buyer shall return to Seller such amounts so recovered from its insurers (but not to exceed the amount of the proceeds received from the Pre-Closing Policy, and net of the cost of obtaining such recovery) and (B) in no event will Buyer or any of the Acquired Companies have the right to receive any benefits or coverage under any Pre-Closing Policy (either individually or together with all other claims made or benefits or coverage sought by Buyer or any of the Acquired Companies after the Closing) in excess of thirty three and one-third percent (33.3%) of the limit of such policy. Nothing in this Agreement is intended to waive or abrogate in any way Seller’s or its Affiliates’ own rights to insurance coverage for any liability, whether relating to the Acquired Companies or otherwise.

Section 7.19 Mutual Release.

(a)Effective as of the Closing, Seller does hereby, for itself and each of its Affiliates (other than the Acquired Companies) (each, a “Seller Releasing Party”), release and absolutely forever discharge each Acquired Company, Buyer and each of their respective Affiliates (each, a “Seller Released Party”) from and against all Seller Released Matters. For purposes of this Agreement, “Seller Released Matters” means any and all claims, demands, proceedings, damages, debts, liabilities, obligations, costs, expenses (including attorneys’ and accountants’ fees and expenses), actions and causes of action of any nature whatsoever, whether now known or unknown, suspected or unsuspected, primary or secondary, direct or indirect, absolute or contingent (“Claims”), that any Seller Releasing Party now has, or at any time previously had, or shall or may have in the future, as an owner of the Business or any of the Acquired Companies, or as a counterparty to any Contract with any Acquired Company or otherwise, in each case, arising with respect to any matter occurring at or prior to the Closing; provided that Seller Released Matters shall not include (i) any Claim arising out of, relating to or pursuant to this Agreement or any other Transaction Document or (ii) any Claim unrelated to the Business and the Acquired Companies, the Transaction or any other Transaction Document. It is the intention of Seller in providing this release to the Seller Released Parties, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Seller Released Matters and the final resolution by the applicable Seller Releasing Party and the Seller Released Parties of all Seller Released Matters.

(b)Effective as of the Closing, Buyer does hereby, for itself and each of the Acquired Companies and each of its Affiliates (each, a “Buyer Releasing Party”), release and absolutely forever discharge Seller and each of its Affiliates (other than the Acquired Companies) (each, a “Buyer Released Party”) from and against all Buyer Released Matters. For purposes of this Agreement, “Buyer Released Matters” means any and all Claims that any Buyer Releasing Party now has, or at any time previously had, or shall or may have in the future, as a Buyer Released Party, or as an owner of the Business, or as a counterparty to any Contract with any Buyer Released Party, or as Person managed or otherwise directed by any Buyer Released Party or otherwise, in each case, arising with respect to Seller’s ownership of the Business at or prior to the Closing; provided that Buyer Released Matters shall not include (i) any Claim arising out of, relating to or pursuant to this Agreement or any other Transaction Document or (ii) any Claim unrelated to the Business and the Acquired Companies or the Transaction or any other Transaction Document. It is the intention of Buyer agreeing to the Buyer Releasing Parties providing this release to the Buyer Released Parties, and in giving and receiving the consideration called for in this Agreement, that this release shall be effective as a full and final accord and satisfaction and general release of and from all Buyer Released Matters and the final resolution by the applicable Buyer Releasing Party and the Buyer Released Parties of all Buyer Released Matters.

Section 7.20 Required Cash Distributions. Prior to the Calculation Time, Seller shall take (and shall cause each of its Affiliates (including the Acquired Companies) to take) all actions required such that at the Calculation Time (i) all Cash of each Acquired Company organized under the laws of any state of the U.S. (other than such an Acquired Company that is Person that is a Subsidiary of a Person organized outside the U.S.) have been distributed to Seller or an Affiliate of Seller (other than an Acquired Company), as directed by Seller, (ii) all Cash of the Acquired Companies organized under the laws of any jurisdiction outside the U.S. and Subsidiaries of an Acquired Company organized under the laws of any jurisdiction outside the U.S. (“Foreign Cash”) is not less than $16,000,000, and (iii) Foreign Cash in excess of $16,000,000 has been distributed to Seller and its Affiliates; provided that (a) no such

distribution of Cash shall be required hereunder to the extent such distribution would be prohibited by applicable Law and (b) no such distribution of Cash shall involve the creation or assumption of any intercompany loans or accounts (whether (i) between Seller or any of its Affiliates (other than the Acquired Companies), on the one hand, and any of the Acquired Companies, on the other hand, or (ii) between or among any Acquired Companies), in each case, that are not extinguished at or prior to the Calculation Time without Liability to Buyer or any of the Acquired Companies from and after the Calculation Time. Without limiting Seller’s obligations under the preceding sentence, in the event that Seller leaves less than $16,000,000 in Foreign Cash as of the Calculation Time in the Acquired Companies, Seller will have the opportunity to cure such shortfall (which will not be considered a breach under this Agreement as long as such shortfall is inadvertent) by transferring such shortfall amount to the Acquired Company or one of its Subsidiaries, or, at Seller’s option and expense, to Buyer with further direction to Buyer to transfer such amount to the applicable Acquired Company or Subsidiary (the “Shortfall Transfer”), as applicable, within ten (10) Business Days following the Closing Date. Seller shall be solely responsible for payment of all Taxes and other Liabilities with respect to the distributions contemplated by this Section 7.20.

Section 7.21 Credit Support Obligations and Company Indebtedness.

(a)Seller shall take all actions required such that all Credit Support Obligations (including all Encumbrances on each and every asset and equity security of the Acquired Companies related to such Credit Support Obligations) shall be released and terminated in writing automatically as of the Closing without further action on the part of any of the Acquired Companies or any other Person and without further Liability to Buyer or any of the Acquired Companies. Furthermore, Seller shall ensure that all applicable requirements of the Credit Support Documents are complied with in full and all releases and terminations of Encumbrances and Credit Support Obligations are effective upon the Closing and take actions within its control to cause the agents and trustees referred to in the immediately foregoing sentence to deliver lien and/or guarantee release letters and evidence of the releases referred to in the immediately foregoing sentence.

(b)Seller shall use reasonable best efforts to deliver to Buyer, on or prior to the Closing Date, a payoff letter (the “Payoff Letter”) for all indebtedness for borrowed money of the Acquired Companies set forth in Section 7.21(a) of the Seller Disclosure Letter, which Payoff Letter shall be in customary form, shall be executed by all Persons required therefor and provide that (i) all Liabilities and obligations of the Acquired Companies under or with respect to such Indebtedness shall be satisfied (other than unmatured contingent indemnification obligations set forth in the written agreements governing such Indebtedness) and all amounts owing thereunder for which the Acquired Companies are liable shall be repaid upon receipt of the amounts indicated therein and (ii) all Encumbrances and guarantee obligations in respect of such indebtedness relating to the assets and properties of the Acquired Companies shall be released and terminated automatically upon, and subject only to, receipt of the payoff amounts indicated therein.

(c)Seller shall use commercially reasonable efforts to cause the Acquired Companies to obtain and deliver to Buyer final invoices and/or releases for all Transaction Expenses described in clause (i) of the definition thereof on or prior to the Closing Date, together with applicable customary Tax forms.

Section 7.22 Use of Cartus and Realogy Names and Trademarks. The Parties acknowledge that, as between Buyer and the Acquired Companies, on the one hand, and Seller and its other Affiliates, on the other hand, Buyer and the Acquired Companies will hold as of the Closing all rights with respect to the name “Cartus” and all derivations, combinations, and translations thereof (collectively, the “Cartus Marks”), and Seller and its other Affiliates will hold as of the Closing all rights with respect to the name “Realogy” and all derivations, combinations, and translations thereof (collectively, the “Realogy Marks”) (and the Cartus Marks with respect to Seller and its other Affiliates, and the Realogy Marks with respect to Buyer and the Acquired Companies, the “Other Party’s Marks.”). As soon as reasonably practical after the Closing Date, but in any event within sixty (60) days after the Closing Date, Seller will (and will cause its Affiliates to), and Buyer and the Acquired Companies will, cease to use the Other Party’s Marks in any form and will, at their own expense, (a) remove any and all exterior signs and other identifiers located on their property or premises that refer or pertain to or that include the Other Party’s Marks and (b) remove from the letterhead, envelopes, invoices, supplies, labels, packaging, advertising, catalogues, product brochures, websites, website publications and other communications media of any kind of theirs all references to the Other Party’s Marks. The foregoing shall not preclude Seller, Buyer or their respective Affiliates from using the Other Party’s Marks in accurate historical references or in a manner that could otherwise be used by a third party under applicable Law.

Section 7.23 Intellectual Property Chain of Title. Prior to the Closing, Seller shall make filings at the United States Patent and Trademark Office and intellectual property offices or agencies in any other jurisdictions as necessary to remedy any material title breaks or title deficiencies, and evidencing the release of any Encumbrances (other than Encumbrances that will be discharged as of the Closing) in any registered Intellectual Property or applications for registrations of Intellectual Property owned by the Acquired Companies, such that the title records at the applicable intellectual property offices and agencies properly reflect (or will reflect, after any such filing is processed) ownership of all such registered Intellectual Property or applications for registrations of Intellectual Property in the name of an Acquired Company and a clean chain of title (free of material title breaks, title deficiencies, and the unreleased recordation of any Encumbrances other than Encumbrances that will be discharged as of the Closing). In the event any title breaks, title deficiencies, or unreleased Encumbrances remain on the title record of any Intellectual Property registrations or applications in any intellectual property office or agency after the Closing, Seller shall take such further action (including the execution and delivery of such further instruments and documents) as Buyer may reasonably request, at the sole cost and expense of Seller, as necessary to correct any title breaks, title deficiencies, or recorded Encumbrances existing prior to the Closing and to evidence a clean chain of title with ownership of the same in an Acquired Company.

Section 7.24 Resignations. Seller shall use its reasonable best efforts to deliver to Buyer at or prior to the Closing, for each director of the Acquired Companies as set forth in Section 7.24 of the Seller Disclosure Letter, a customary letter effecting his or her resignation as

a director (in each case, in such director’s capacities as a director and not as an employee), to be effective as of the Closing.

Section 7.25 Separation Planning and Collaboration.

(a)Between the date hereof and Closing, Seller shall, upon Buyer’s reasonable request, make its and its Affiliates’ personnel and facilities available during regular business hours to Buyer and its advisers for purposes of facilitating discussions and activities around pre-Closing separation and migration activities in anticipation of the separation of the Business from Seller and of the services to be provided under the Transition Services Agreement. The Parties shall collaborate and work together in good faith to prepare for such separation and services, including Seller taking reasonable measures with respect to logical separation of systems and data and other activities for Closing Date readiness for services under the Transition Services Agreement and operation of the Business.

(b)Promptly following the date hereof (and in any event prior to the Closing), the Parties will negotiate in good faith to agree by the Closing Date the Service Charge (as defined in the Transition Services Agreement) for each Service (as defined in the Transition Services Agreement) set forth on the Schedules to the Transition Services Agreement; provided, that if the Parties are unable to agree on a Service Charge for a particular Service, then the Service Charge for such Service shall be calculated as the Provider’s fully-loaded cost for the provision thereof (but, in no event shall the aggregate cost of all Services set forth on Schedule 2.01-1, as in effect on the date of this Agreement, to the Transition Services Agreement excluding those Services set forth on Schedule 2.08 -- Migration Support -- to the Transition Services Agreement and any other IT Services set forth on Schedule 2.01-1 relating to the Migration Support – for example, discrete project costs, such as the Oracle Upgrade, Clone of the Oracle Instance) and the Tax Transfer Pricing Study -- exceed 120% of the total amount of corporate cost allocations (both direct billed corporate costs and general corporate overhead) included in the Unaudited Financial Statements for Cartus’s relocation business for the year ended December 31, 2018.

ARTICLE VIII

EMPLOYEE MATTERS

Section 8.1 Employment.

(a)No later than twenty-five (25) days prior to the Closing Date, Seller shall provide Buyer with an update to the list of Business Employees and related information as set forth in Section 4.14 to reflect terminations and replacement hires for such terminated employees occurring between the date of this Agreement and the Closing Date consistent with Section 7.1(a); provided that no such termination or replacement shall be as a result of a transfer of employment between Seller and its Affiliates and an Acquired Company except as consented to in writing by Buyer. As of no later than ten (10) days prior to the Closing Date, Buyer shall, or shall cause its Affiliates to, make an Offer to (and Seller and its Affiliates shall terminate the employment of, if the Offer is accepted) each Business Employee whose employment will not transfer to Buyer or its Affiliates by operation of law in connection with the Closing other than the Inactive Employees (“Offer Employees”), which employment (and termination, if applicable) shall be effective as of the Closing. The offer of employment in each case must be for the same position (including requiring the same or similar primary duties and responsibilities), within twenty-five (25) miles of such Business Employee’s location of employment as in effect immediately prior to the Closing, on terms compliant with Section 8.1(a) and not subject to any background check or pre-employment testing (an “Offer”). Such Offers shall be presented to Seller for reasonable review and comment prior to the time that such Offers are made. Notwithstanding anything to the contrary in this Section 8.1, if any Business Employee is not actively at work and is receiving, or in a waiting or elimination period for, short-term or long-term disability benefits as of the Closing Date pursuant to a Seller Plan (other than a Business Plan) (each, an “Inactive Employee”), and such Inactive Employee is within nine (9) months following the Closing Date, able to return to active service (in accordance with the terms of the applicable Seller Plan), with or without a reasonable accommodation, Buyer shall make an Offer to such employee as soon as possible after Seller notifies Buyer of such Inactive Employee’s return to active service date, such Offer to be on terms consistent with those applicable to Offer Employees generally under this Article VIII but effective on the date of such return to active service. With respect to each such Inactive Employee who commences employment with Buyer, references to “Closing” and “Closing Date” in this Agreement shall be deemed to refer to the date that such Inactive Employee commences employment with Buyer and its Affiliates.

(b)Continuation Period. Subject, and in addition, to the requirements imposed by local Law, Buyer or an Affiliate of Buyer shall provide each Continuing Employee with (i) for the twelve (12) month period following the Closing Date (or, if earlier, until the date of termination of the relevant Continuing Employee), a base salary or wage rate that is no less than that provided to such Continuing Employee by Seller and its Affiliates immediately prior to the Closing Date, (ii) for a period ending December 31, 2020 (or, if earlier, until the date of termination of the relevant Continuing Employee) (the “Continuation Period”), short-term cash incentive compensation opportunities no less favorable than that provided to such Continuing Employee by Seller and its Affiliates immediately prior to the Closing Date and (iii) for the Continuation Period, other employee benefits, in the aggregate that are either: (A) substantially comparable to those provided to such Continuing Employee by Seller and its Affiliates immediately prior to the Closing Date (excluding defined benefit pension, post-termination or retiree welfare benefits, deferred compensation, transaction-based compensation, and equity or equity-based compensation) or (B) no less favorable than those provided to a similarly situated employee of Buyer or its Affiliates. Without limiting the generality of the foregoing and subject to the requirements imposed by local Law, Buyer shall provide, or shall cause its Affiliates to provide, each Continuing Employee who experiences a termination of employment from Buyer or any of their respective Affiliates during the twelve (12) month period following the Closing Date with severance benefits, in the aggregate, that are no less favorable than those that would have been provided to such Continuing Employee by Seller and its Affiliates under the applicable severance policies had such termination occurred prior to the Closing Date.

(c)Welfare Plan Obligations and Service Credit. Subject, and in addition, to the requirements imposed by local Law, with respect to the employee benefit plans maintained by Buyer or any of its Affiliates (a “Buyer Benefit Plan”) in which any Continuing Employee becomes eligible to participate, Buyer or its Affiliates shall recognize such Continuing Employee’s past service with Seller and its Affiliates for purposes of eligibility to participate and vesting to the same extent and for the same purpose that such service was recognized prior to the Closing Date under the analogous Seller Plan, but in no event shall credit be provided where it would result in a duplication of benefits or for benefit accrual purposes under any defined benefit pension plan, deferred compensation plan, or post-termination or retiree welfare plan. Effective from and after the Closing Date, subject, and in addition, to the requirements imposed by local Law, to the extent that a Continuing Employee becomes eligible to participate in a Buyer Benefit Plan providing group health benefits, Buyer or its applicable Affiliate shall use reasonable best efforts to (i) waive any pre-existing condition exclusion, actively-at-work requirement or waiting period under any such Buyer Benefit Plan, except to the extent such pre-existing condition exclusion, requirement or waiting period would have applied to such individual under the corresponding Employee Benefit Plan immediately prior to the date on which such Continuing Employee becomes eligible to participate in the applicable Buyer Benefit Plan, and (ii) provide credit under such Buyer Benefit Plan to the same extent and for the same purpose as credited under the corresponding Employee Benefit Plan providing group health benefits for co-payments, deductibles and similar payments such Continuing Employee made or incurred under such corresponding Employee Benefit Plan as of immediately prior to the date on which such Continuing Employee becomes eligible to participate in the applicable Buyer Benefit Plan for the same plan year.

(d)Buyer Assumed Employee Liabilities. On and following the Closing Date, Buyer shall indemnify Seller and its Affiliates as provided in Section 12.3 and assume, and shall pay, discharge or perform when due, (i) all Liabilities, other than the Liabilities retained or assumed by Seller as provided for in Section 8.1(e), with respect to the service of the Business Employees (excluding Offer Employees and Inactive Employees who do not accept an offer of employment by Buyer or its Affiliates made consistent with this Article VIII) incurred prior to, on or following the Closing Date, including any severance, notice pay or other similar Liabilities (including Liabilities related to the WARN Act) paid to such Business Employees that are incurred by Seller or any of its Affiliates on or following the Closing Date as a result of either (a) Buyer and its Affiliates failing to comply with the requirements of Section 8.1(a) and Section 8.1(b) or (b) any terminations of employment made by Seller or its Affiliates at the written direction of Buyer after the date hereof and prior to the Closing Date, (ii) all Liabilities with respect to the employees or natural service providers of Seller and its Affiliates to the extent included in the calculation of Closing Indebtedness, Closing Net Working Capital or Closing Transaction Expenses, and (iii) all Liabilities under the Business Plans (the “Buyer Assumed Employee Liabilities”). For the avoidance of doubt, nothing in this Article VIII shall result in the assumption by Buyer of any Liabilities arising from or related to the Restructuring, or with respect to any person that is not a Business Employee.

(e)Seller Retained Liabilities. Seller, or its applicable Affiliates, shall, as of the Closing Date, retain or assume the sponsorship of and indemnify Buyer and its Affiliates as provided in Section 12.2 for all Liabilities and obligations under or relating to each Seller Plan (including (i) those related to the service of the Business Employees, (ii) those related to the Realogy Group LLC Pension Plan, and (iii) any ERISA “controlled group” Liabilities) and all Liabilities and obligations related to any employee of Seller and its Affiliates (other than Business Employees), other than (A) all Liabilities with respect to employees or natural service providers of Seller and its Affiliates to the extent included in the calculation of Closing Indebtedness, Closing Net Working Capital or Closing Transaction Expenses, (B) Liabilities and obligations relating to Offer Employees and Inactive Employees who accept an offer of employment by Buyer or its Affiliates made consistent with this Article VIII, or (C) Liabilities under the Business Plans. Unless otherwise provided under the Transition Services Agreement, effective as of the Closing Date, the Seller or its Affiliates shall take all necessary or appropriate action such that Continuing Employees shall cease all active participation in and accrual of benefits under the Seller Plans (other than the Business Plans) and to remove the Acquired Companies as participating employers in such Seller Plans.

(f)WARN Act. Subject, and in addition, to the requirements imposed by local Law, and provided that prior to the Closing Date Seller delivers to Buyer a list (including the name, work location, and termination date) of all Business Employees whose employment was terminated by Seller or its Affiliates within the ninety (90) days immediately preceding the Closing, Buyer agrees (i) that in the ninety (90) days following the Closing it will not, and will cause its Affiliates (including the Acquired Companies) not to, cause any of the Continuing Employees to suffer an “employment loss” for purposes of the WARN Act if such employment loss would reasonably be expected to create any liability for Seller or its Affiliates under the WARN Act and (ii) to be solely responsible for all termination and severance benefits, costs, charges and liabilities of any nature incurred with respect to the termination of a Continuing Employee after the Closing Date, including any claims arising out of or relating to any plant closing, mass layoff or similar event under applicable Law occurring on or after the Closing Date. Seller agrees to be solely responsible for all Liabilities incurred as a result of Seller or its Affiliates’ failure to comply with the WARN Act with respect to employment losses occurring on or prior to the Closing Date.

(g)Vacation and Other Leave. Subject, and in addition, to the requirements imposed by local Law, which may require a cash payment by Seller or its Affiliates in lieu of any assumption by Buyer, Buyer shall, or shall cause its Affiliates to, recognize and credit paid time-off accrued in accordance with any of Seller’s or its applicable Affiliate’s policies but unused by the Continuing Employees as of the Closing to the extent included in the calculation of Closing Indebtedness, Closing Net Working Capital or Closing Transaction Expenses.

(h)Health Claims; Disability Benefits. Any claims incurred by a Continuing Employee under a Buyer Benefit Plan for medical, dental, vision and prescription drug services rendered on or after the Closing Date shall be the responsibility of the applicable Buyer Benefit Plan. Any claims incurred by a Continuing Employee under a Seller Plan (other than a Business Plan) for medical, dental, vision and prescription drug services rendered prior to the Closing Date (or otherwise during such Continuing Employees’ participation in such Seller Plan) shall be the responsibility of the applicable Seller Plan. For purposes of this Section 8.1(h), a claim is incurred upon provision of medical, dental, vision and prescription drug services, materials or supplies. Seller and its Affiliates (other than the Acquired Companies) shall be responsible for providing the continuation of group health coverage required by Section 4980B(f) of the Code to any Business Employee (and his or her qualified beneficiaries) whose employment is located in the U.S. for whom a “qualifying event” within the meaning of Section 4980B(f) of the Code occurs on or prior to the Closing Date. Buyer and its Affiliates shall be responsible for providing the continuation of group health coverage required by Section 4980B(f) of the Code to any Continuing Employee (and his or qualified beneficiaries) whose employment is located in the U.S. for whom a “qualifying event” within the meaning of Section 4980B(f) of the Code occurs after the Closing Date. Seller and its Affiliates (other than the Acquired Companies) shall be responsible for ensuring that each Inactive Employee shall continue to receive or be entitled to receive short and long-term disability benefits under such Seller Plan until the end of the benefit period described in such plan.

(i)401(k) Plan. Seller shall cause each Continuing Employee to be given the opportunity to receive a distribution of his or her account balance from the Realogy Group LLC Employee Savings Plan (the “Seller 401(k) Plan”) on account of the Transaction, and Buyer or any of its Affiliates shall establish or maintain a defined contribution plan and trust intended to qualify under Section 401(a) and Section 501(a) of the Code (the “Buyer 401(k) Plan”) that on or after the Closing Date shall cover eligible Continuing Employees and accept a contribution in cash from such Continuing Employees attributable to any eligible rollover distribution (within the meaning of Section 401(a)(31) of the Code) from the Seller 401(k) Plan. Seller and Buyer shall cooperate in good faith to take any and all commercially reasonable actions needed to permit each Continuing Employee with an outstanding loan balance under the Seller 401(k) Plan as of the Closing Date to continue to make scheduled loan payments to the Seller 401(k) Plan on and after the Closing Date, pending the distribution and in-kind rollover of the notes evidencing such loans from the Seller 401(k) Plan to the Buyer 401(k) Plan so as to prevent, to the extent reasonably possible, a deemed distribution or loan offset with respect to such outstanding loans. On or immediately prior to the Closing Date, the Seller, or any applicable Affiliate, shall make any employer contributions to the Seller 401(k) Plan on behalf of the Business Employees for all periods prior to the Closing (including those that would have been made irrespective of any end-of-year service requirement otherwise applicable to such contributions, prorated for the portion of the year ending on the Closing Date), and shall fully vest any unvested account balances of the Business Employees who participate in the Seller 401(k) Plan.

(j)U.S. Flexible Spending Accounts. Effective as of the Closing Date, Buyer or one of its Affiliates will cover each Continuing Employee who has elected to participate in a flexible spending account plan maintained by Seller or any of its Affiliates in the United States (“Seller’s FSA”) under a flexible spending account plan maintained by Buyer or one of its Affiliates in the United States (“Buyer’s FSA”). Each Continuing Employee will be treated as if his or her participation in Buyer’s FSA had been continuous from the beginning of the plan year under Seller’s FSA in which the Closing occurs and each existing salary reduction election will be taken into account for the remainder of the plan year under Buyer’s FSA in which the Closing occurs, as if made under Buyer’s FSA. Effective as of the Closing Date, Buyer and its Affiliates will cause Buyer’s FSA to accept a spin-off of the flexible spending accounts of each Continuing Employee who participates in Seller’s FSA immediately prior to the Closing Date. As soon as practicable following the Closing Date, (i) Seller shall cause to be transferred from Seller’s FSA to Buyer’s FSA the excess, if any, of the aggregate accumulated contributions to the flexible spending accounts made by the Continuing Employees prior to the Closing Date during the plan year in which the Closing occurs over the aggregate reimbursement payouts paid to the Continuing Employees for such year from such accounts and (ii) Buyer shall reimburse Seller for the excess, if any, of the aggregate reimbursement payouts paid to the Continuing Employees from the flexible spending accounts prior to the Closing Date during such year over the aggregate accumulated contributions to such accounts made by the Continuing Employees prior to the Closing Date during such year. Subject to the transfers described above, from and after the Closing Date, Buyer shall assume and be solely responsible for all claims by the Continuing Employee under Seller’s FSA incurred at any time during the plan year in which the Closing Date occurs, whether incurred prior to, on or after the Closing Date, that have not been paid in full as of the Closing Date.

(k)Annual Bonus.

(i)In the event that the Closing Date occurs prior to Seller paying in full cash incentives in respect of any period including on or prior to December 31, 2019, there shall be included in Closing Indebtedness for each Continuing Employee a bonus in respect of such period in an amount equal to the cash bonus amount based on the actual or projected actual level of achievement of the applicable performance criteria as determined in good faith by Seller in accordance with the Seller’s and its Subsidiaries’ (as applicable) ordinary course cash incentive compensation plans, and without regard to any costs and expenses associated with the Transaction or any non-recurring events that would not reasonably be expected to have affected Seller and its Affiliates in the absence of the Transaction (individually, a “2019 Bonus”, and collectively the “2019 Bonuses”). To the extent that 2019 Bonuses have not been paid in full prior to the Closing, the Acquired Companies shall pay each Continuing Employee his or respective 2019 Bonuses, less any required withholding Taxes, no later than March 15, 2020, whether or not such Continuing Employee is employed with Buyer or its Affiliates on such payment date.

(ii)In the event that the Closing Date occurs on or following January 1, 2020, there shall be included in Closing Indebtedness for each Continuing Employee a portion of a cash annual bonus in respect of 2020 in an amount equal to the pro rata portion of the employee’s cash annual bonus for service from January 1, 2020 through the Closing Date, based on the projected actual level of achievement of the applicable performance criteria as determined by Seller consistent with prior years, and without regard to any costs and expenses associated with the Transaction or any non-recurring events that would not reasonably be expected to have affected Seller and its Affiliates in the absence of the Transaction (individually, a “2020 Pro Rata Bonus” and collectively, the “2020 Pro Rata Bonuses”). The Acquired Companies shall pay each Continuing Employee the 2020 Pro Rata Bonus (if any), less any required withholding Taxes, at the same time annual bonuses are paid by Buyer and its Affiliates, but no later than March 15, 2021, and whether or not such Continuing Employee is employed with Buyer or its Affiliates on such payment date.

(l)Withholding. For purposes of payroll taxes with respect to the Continuing Employees whose employment is located in the U.S., the Parties shall use commercially reasonable efforts to treat the Transaction as a transaction described in Treasury Regulation Sections 31.3121(a)(1)1(b)(2) and 31.3306(b)(1)-1(b)(2) and the Parties further agree to implement this treatment by utilizing solely Section 4 of Revenue Procedure 2004-53, STANDARD PROCEDURE FOR PREDECESSORS AND SUCCESSORS.

(m)Employee Communications. Subject, and in addition, to the requirements imposed by applicable local Law, on and after the date of this Agreement, and prior to the Closing, any communications (including any website posting) provided to Business Employees by Buyer with respect to employment, compensation or benefits matters addressed in this Agreement or related, directly or indirectly, to the Transaction shall be subject to the prior approval of Seller, which approval shall not be unreasonably withheld.

(n)Other Employee Matters. Seller agrees on behalf of itself and its Affiliates that it will not enforce any restrictive covenants against any Continuing Employee with respect to activities in furtherance of the Business.

(o)No Amendment; No Third Party Beneficiaries. Nothing in this Section 8.1 (i) amends, or will be deemed to establish, amend, modify or terminate any Seller Plan, Buyer Benefit Plan or any other employee benefit plan, policy, program, agreement or arrangement or (ii) shall prevent the amendment, modification or termination of, any Seller Plan, Buyer Benefit Plan or any other employee benefits or compensation plan, program or arrangement. Nothing contained in this Section 8.1 or elsewhere in this Agreement shall be construed as a guarantee of continued employment for any employee for any period of time or to prohibit Buyer or any of its Affiliates from terminating the employment of any Continuing Employee at any time after the Closing. The provisions contained in this Section 8.1 are included for the sole benefit of the Parties to this Agreement and nothing herein, whether express or implied, shall create any third party beneficiary or other rights in any Person, including any Continuing Employees or any other employee, former employee or participant in any employee benefit plan or other compensation arrangement of the Seller, Buyer, or their respective Affiliates.

ARTICLE IX

TAX MATTERS

Section 9.1 Section 338 Tax Matters.

(a)Seller and Buyer shall jointly make (or cause to be jointly made by the required party) a timely and valid election provided for by Section 338(h)(10) of the Code (and any corresponding election under state, local or non-U.S. Tax Law) with respect to the purchase and sale of the Shares hereunder and the deemed sale of each of the Acquired Companies that is a member of the consolidated group for U.S. federal income tax purposes that includes Seller (the “Section 338(h)(10) Entities”) (collectively, the “Section 338(h)(10) Elections”). Seller and Buyer shall, or shall cause their relevant Affiliates to, timely file all Tax Returns consistent with such Section 338(h)(10) Elections and hereby agree not to take any action that could cause such Section 338(h)(10) Elections to be invalid, and shall not take any position contrary thereto unless required to do so pursuant to a final “determination” (as defined in Section 1313(a) of the Code or any similar provision of state, local or non-U.S. Tax Law). Seller shall prepare copies of the IRS Form 8023 (Elections Under Section 338 for Corporations Making Qualified Stock Purchases) and including any schedules thereto, and any similar state, local or non-U.S. forms (collectively, the “Section 338 Forms”) as may be required. Buyer shall cooperate with Seller in the preparation of such Section 338 Forms, and Buyer and Seller shall deliver duly executed final copies of such Section 338 Forms to such other parties at the Closing on the Closing Date consistent with Sections 2.4(a)(v) and 2.4(b)(v). Seller and Buyer shall also cooperate with each other to take all actions necessary and appropriate (including filing such additional forms, Tax Returns, elections, schedules and other documents as may be required) to effect and preserve the Section 338(h)(10) Elections in accordance with the provisions of Treasury Regulation Section 1.338(h)(10)-1 (and comparable provisions of each applicable state, local or non-U.S. Tax Law) or any successor provisions.

(b)The Purchase Price (plus the liabilities of the Acquired Companies and any other amounts that should be included in determining the “aggregate deemed sales price” and the “adjusted grossed-up basis” as described in Treasury Regulations Sections 1.338-4 and 1.338-5, respectively) shall be allocated among the Acquired Companies and the assets of the Section 338(h)(10) Entities in accordance with Sections 338 and 1060 of the Code and the Treasury Regulations thereunder (and any similar provisions of state, local or non-U.S. Tax Law, as appropriate) and in a manner consistent with the methodology set forth in Treasury Regulation Section 1.338-6(b). No later than ninety (90) days following the Closing, Seller shall prepare and deliver a proposed allocation to Buyer (the “Proposed Allocation” and as finalized in accordance with this Section 9.1(b), the “Allocation”). Buyer and Seller agree that, for Tax purposes, Buyer will not be deemed to receive a payment from Seller in exchange for assuming any deferred revenue of Seller. Buyer shall have thirty (30) days to provide Seller, through a written notice of objection delivered by Buyer, with any objections to the Proposed Allocation delivered by Seller. Seller and Buyer shall use their commercially reasonable efforts to resolve any such objection and, if any item of dispute is so resolved, the Proposed Allocation shall be modified to the extent necessary to reflect such resolution. If a final resolution is not obtained within thirty (30) days after Seller has received the written notice of objection from Buyer, Buyer and Seller shall submit the issue(s) in dispute to the Settlement Accountant for resolution, it being understood that any item not included in the submission to the Settlement Accountant shall be conclusive and binding upon each of the parties as set forth on the Proposed Allocation. The determination of the Settlement Accountant shall be set forth in a written notice delivered to Buyer and Seller by the Settlement Accountant and shall be final, binding and conclusive for all purposes hereunder. Each Party shall bear its own attorney’s fees, costs and expenses relating to such dispute and all reasonable fees, costs and expenses invoiced by the Settlement Accountant relating to such dispute shall be borne by Buyer, on the one hand, and Seller, on the other hand, in proportion to the final allocation made by the Settlement Accountant of the disputed items weighted in relation to the claims made by Seller and Buyer, such that the prevailing party pays the lesser proportion of such fees, costs and expenses (in a manner as described under Section 3.5(b)).

(c)The Allocation shall be revised appropriately to take into account any other payments made pursuant to Section 9.5 or Article XI, or any other provision of this Agreement, and Seller shall deliver to Buyer an amended Allocation reflecting any such revisions within sixty (60) days of the end of the Tax Period (including valid extensions) in which such payments are made.

(d)Seller, Buyer, their respective Affiliates and any other applicable Persons (each, a “Tax Filing Party”) shall file all Tax Returns consistent with the Allocation (as it may be amended pursuant to Section 9.1(c)), including IRS Form 8883 (Asset Allocation Statement Under Section 338), using where applicable the “aggregate deemed sales price” and the “adjusted grossed-up basis” as described in Treasury Regulations Sections 1.338-4 and 1.338-5, respectively. Each Tax Filing Party shall not take any Tax position inconsistent with such Allocation, and no Tax Filing Party shall agree to any proposed adjustment to the Allocation by any Taxing Authority, in each case, unless otherwise required pursuant to a final “determination” (as defined in Section 1313(a) of the Code) or any similar provision of state, local or non-U.S. Tax Law.

(e)Buyer shall make or cause to be made a valid and timely election under Section 338(g) of the Code and any comparable provision of state, local, provincial or non-U.S. Tax Law with respect to the acquisition (or deemed acquisition) of each of the Acquired Companies that are treated as “controlled foreign corporations” as defined in Section 957(a) of the Code.

Section 9.2 Tax Returns; Allocation of Taxes

(a)Seller and Buyer shall prepare and file Tax Returns as follows:

(i)Seller shall (at its sole cost and expense) prepare and timely file, or cause to be prepared and timely filed, when due (taking into account any valid extension of a required filing date) all Tax Returns of the Acquired Companies related to Pre-Closing Tax Periods that are due (taking into account any valid extension of a required filing date) on or before the Closing Date.

(ii)Buyer (or its Affiliates) shall (at Seller’s cost and expense, but only to the extent such costs and expenses are reasonable and incurred solely (A) with respect to Buyer-Filed Tax Returns related solely to a Tax period ending on or before the Closing Date and (B) are in excess of the amount accrued for such costs and expenses in Net Working Capital (as finally determined)) prepare and timely file, or cause to be prepared and timely filed, when due (taking into account any extensions of a required filing date) all other Tax Returns of the Acquired Companies related to Pre-Closing Tax Periods (including Straddle Periods) that are first due after the Closing Date (each such Tax Return, a “Buyer-Filed Tax Return”).

(iii)All Tax Returns filed with respect to Pre-Closing Tax Periods in accordance with this Section 9.2(a) shall be prepared in a manner consistent with past practice, except to the extent required by applicable Tax Law.

(iv)Any Buyer-Filed Tax Return shall be submitted in draft form to Seller (together with schedules, statements or other supporting documentation reasonably requested) at least twenty (20) days (or, in the case of any Tax Return that is not an income Tax Return, as soon as reasonably practicable) prior to the due date (including any applicable valid extension) of such Buyer-Filed Tax Return. Seller shall have the right to review and comment on such Buyer-Filed Tax Return and Buyer shall incorporate reasonable comments thereto that are provided by Seller to Buyer in writing at least seven (7) days prior to the due date (including any applicable valid extensions of time). Notwithstanding anything herein to the contrary, nothing shall require Buyer or its Affiliates to wait to file a Buyer-Filed Tax Return until after its due date (taking into account any applicable extensions) and timely filing any such Tax Return shall not void any indemnity obligation under this Agreement.

(v)Except to the extent otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or non-U.S. Tax Law), none of Acquired Companies shall amend any Tax Return or agree to the waiver or any extension of the statute of limitations relating to a Pre-Closing Tax Period of the Acquired Companies (other than as a result of ordinary course extension of time to file Tax Returns consistent with past practice) to the extent such aforementioned amendment would adversely affect Seller or any of its Affiliates without the prior written consent of Seller (not to be unreasonably conditioned, delayed, or withheld).

(b)Buyer shall pay or cause to be paid to Seller any refund or credit of Taxes actually received, realized, or utilized by Buyer, any of its Affiliates or the Acquired Companies solely with respect to a Pre-Closing Tax Period; provided, however, that the Buyer shall not be required to pay over any such refund or credit to the extent (i) such refund or credit arises as a result of a Tax (A) paid by Buyer or one of its Affiliates (including the Acquired Companies) after the Closing, (B) which was not included in Indebtedness or Net Working Capital (in each case, as finally determined) and (C) which is not a Tax for which the Buyer Indemnified Persons have been fully indemnified pursuant to this Agreement, (ii) such refund or credit was previously included in the determination of Net Working Capital or Indebtedness, (iii) such refund or credit is required to be paid to a third-party pursuant to a Contract in place as of the Closing or to the insurer pursuant to the terms of the R&W Insurance Policy, or (iv) such refund or credit in lieu thereof is attributable to a carryback of an item that was generated in a Post-Closing Tax Period. The amount of such refunds, credits or other overpayments shall be paid to Seller no later than ten (10) days following receipt or the filing of the Tax Return reflecting utilization thereof to offset a Tax that would have otherwise been required to be paid, net of any Taxes with respect to the receipt or delivery thereof and any reasonable out-of-pocket costs or expenses incurred in obtaining such refund or credit. At Seller’s reasonable request, Buyer shall use commercially reasonable efforts to claim any refund or credit of Taxes solely with respect to a Pre-Closing Tax Period to which Seller reasonably believes Buyer or the Acquired Companies may be entitled and which, if actually received and utilized would be payable to Seller in accordance with this Section 9.2(b).

(c)Notwithstanding anything to the contrary in this Agreement, all excise, sales, use, value added, registration stamp, recording, documentary, conveyancing, property, transfer and similar Taxes, levies, charges and fees arising (excluding any capital gain Taxes (including Taxes under Public Notice 7) imposed with respect to the sale of the Shares under this Agreement) (“Transfer Taxes”) from the purchase of the Shares shall be borne 50% by Buyer and 50% by Seller. All Transfer Taxes arising from the Restructuring shall be borne solely by Seller. Buyer and Seller shall cooperate in timely making all filings, returns, reports and forms as necessary or appropriate to comply with the provisions of all applicable Laws in connection with the payment of such Transfer Taxes and shall cooperate in good faith to minimize the amount of any such Transfer Taxes payable in connection herewith and any capital gains Taxes triggered by the transactions contemplated by this Agreement.

(d)With respect to any income or employment Tax included in the determination of “Indebtedness” (as finally determined), if the amount of any such Tax so included exceeds the amount of such Tax payable to the relevant Taxing Authority, then Buyer shall pay over to Seller the amount of such excess within fifteen (15) days of the filing of the relevant Tax Return (or, if no Tax Return is due with respect to such Tax, the payment of such Tax). With respect to any overpayment of Taxes included in the determination of "Indebtedness" (as finally determined), if the amount of any such overpayment of Taxes is less than the amount of such overpayment of Taxes to which the relevant Acquired Company is entitled, Seller shall pay over to Buyer the amount of such difference within fifteen (15) days of the filing of the relevant Tax Return reflecting such lesser overpayment amount (or, if no Tax Return is due with respect to such Tax, the payment of a greater amount of Taxes as a result of such difference in overpayment). For the avoidance of doubt, no amount of such income or employment Taxes or such overpayment of Taxes actually included in the determination of “Indebtedness” (as finally determined) or payable pursuant to this Section 9.2(d) shall give rise to an indemnification claim pursuant to this Agreement, or a right to receive a refund or credit of Tax pursuant to this Agreement.

Section 9.3 Tax Sharing Agreements and Powers of Attorney. All Tax sharing agreements or similar agreements with respect to a consolidated, combined, unitary or similar group for Tax purposes involving any of the Acquired Companies and all powers of attorney with respect to Taxes relating to the Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, none of the Acquired Companies shall be bound thereby or have any liability to Seller or any of its Affiliates thereunder.

Section 9.4 Cooperation on Tax Matters. Buyer and Seller shall cooperate fully as and to the extent reasonably requested by Buyer or Seller, as applicable, in connection with the preparation, execution and filing of any Tax Returns and any Tax Proceeding. Such cooperation shall include access to records and information that are reasonably relevant to any such Tax Return or Tax Proceeding, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that Seller shall not be required to provide any copies of any portion of its consolidated, combined or unitary Tax Returns not related to the Acquired Companies or the Business under this Section 9.4 or any other provisions of this Agreement. Seller and Buyer shall retain all books and records with respect to Tax matters pertinent to the Acquired Companies relating to any Tax Period beginning before the Closing Date until the expiration of the applicable statute of limitations of the respective Tax Periods or Tax matters and abide by all record retention agreements entered into with any Taxing Authority. Buyer and Seller each agree, upon request, to use reasonable efforts to obtain any certificate or other document from any Taxing Authority or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed with respect to the Transaction.

Section 9.5 Tax Indemnification.

(a)Effective as of and after the Closing, Seller shall indemnify, defend and hold harmless Buyer and its Subsidiaries and each of their respective Representatives and Affiliates (individually, a “Buyer Indemnified Person” and collectively, the “Buyer Indemnified Persons”) against and agrees to hold each of them harmless from any and all Indemnified Taxes and any and all reasonable, out-of-pocket expenses (including reasonable fees and expenses of attorneys, accountants and other professional advisors and all reasonable amounts incurred or paid in investigation, defense and/or settlement of any of the foregoing) and costs associated therewith sustained, incurred or suffered by any Buyer Indemnified Person to the extent resulting from such Indemnified Taxes; provided that Seller shall not be required to indemnify and hold harmless the Buyer Indemnified Persons from and against any Taxes (including estimated Taxes) or expenses, to the extent (i) such Taxes are reflected in the calculation of Indebtedness or Net Working Capital (as finally determined), (ii) that Seller or its Affiliates duly and timely paid in full on or before the Closing Date, (iii) to the extent resulting from any action taken on the Closing Date after the Closing by Buyer or its Affiliates (including, after the Closing, the Acquired Companies) outside the ordinary course of business or not otherwise contemplated under this Agreement (such as Section 338(h)(10) Elections) or (iv) resulting from or attributable to any breach or violation (or failure to fully perform) by Buyer or its Affiliates (including the Acquired Companies after the Closing) of a covenant, agreement, undertaking or obligation in this Article IX. For the avoidance of doubt, (A) Indemnified Taxes shall be determined taking into account any net operating losses, capital losses and other Tax attributes generated in a Pre-Closing Tax Period to the extent such net operating losses, capital losses, or other Tax attributes actually reduce cash Taxes payable, and (B) Seller shall have no indemnity obligation hereunder with respect to the existence or utilization of any net operating loss, capital loss, or other Tax attributes (i) in a Taxable period or portion thereof beginning after the Closing Date or (ii) in a Pre-Closing Tax Period unless the non-existence or non-utilization of any such net operating loss, capital loss, or other Tax attributes results in any Indemnified Taxes (without duplication).

(b)For purposes of allocated Taxes of a Straddle Period between a Pre-Closing Tax Period and a Post-Closing Tax Period:

(i)real, personal and intangible property Taxes and any other Taxes levied on a per diem basis (“Per Diem Taxes”) of any Person for a Pre-Closing Tax Period shall be equal to the amount of such Per Diem Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the total number of days in the Straddle Period; and

(ii)Taxes of any Person (other than Per Diem Taxes) for any Pre-Closing Tax Period shall be computed as if such Tax Period ended as of the end of the Closing Date.

(c)If any Tax Proceeding shall be initiated, which, if successful, could result in an indemnification obligation of Seller pursuant to this Section 9.5, Buyer shall notify Seller within fifteen (15) days of receipt of notice of such Tax Proceeding; provided that the failure to give such notice shall not affect the indemnification provided hereunder except to the extent that such failure or delay shall have actually prejudiced the indemnifying parties as a result thereof.

(d)Buyer shall assume and control the applicable Tax Proceeding; provided, however, that Seller shall have the opportunity to timely elect to control, at Seller’s sole expense, any such Tax Proceeding that relates to a Pre-Closing Tax Period and is not reasonably expected to materially and adversely affect a Post-Closing Tax Period. Any such Seller election must be made in writing to Buyer within twenty (20) days of Seller receiving notice of such Tax Proceeding. Regardless of who controls such Tax Proceeding, (i) the non-controlling party shall reasonably cooperate with the party controlling the Tax Proceeding in pursuing such defense, including by executing any powers of attorney in favor of the controlling party where required, (ii) the party controlling such Tax Proceeding shall keep the other party reasonably informed of all material developments and events relating to such Tax Proceeding, (iii) the non-controlling party, at its own expense and with its own counsel, shall have the right to participate in (but not control) the Tax Proceeding, and (iv) the party controlling such Tax Proceeding (nor any of its Affiliates) shall not settle or otherwise compromise (or extend the statute of limitations for) any Tax Proceeding without the non-controlling party’s prior written consent (not to be unreasonably delayed, conditioned or withheld). Notwithstanding any other provision of this Agreement to the contrary, neither Buyer nor any of its Affiliates shall be entitled to participate in any Tax Proceeding relating to any consolidated, combined, affiliated or unitary Tax Return that includes Seller or any of its Affiliates, excluding, following the Closing, the Acquired Companies.

Section 9.6 Treatment of the Restructuring. The parties agree that the Restructuring is intended to be treated as a distribution described in Section 332 of the Code as described in Treasury Regulation Section 1.338(h)(10)-1(e) Ex. (2) by each of the Acquired Companies that are domestic subchapter C corporations for U.S. federal income tax purposes of their assets to Seller, except to the extent otherwise required pursuant to a final “determination” within the meaning of Section 1313(a) of the Code (or any comparable provision of state, local or non-U.S. Tax Law).

Section 9.7 Survival. This Article IX (including Claims under Section 9.5) shall survive the Closing until ninety (90) days after the expiration of the statute of limitations (including extensions) applicable to the relevant Tax matter. No Claim may be made or brought by any Party after the expiration of the applicable survival period (as extended) unless such Claim has been asserted by written notice reasonably specifying the details supporting the Claim on or prior to the expiration of the applicable survival period (as extended).

Section 9.8 Satisfaction of Claims. Except in the event of Fraud, the indemnification provisions provided in Section 9.5(a) are the sole and exclusive remedy for any Tax matters between the parties. Seller has no obligation to indemnify the Buyer Indemnified Persons under Section 9.5(a) with respect to (i) any Taxes arising from, or attributable to, any of the Acquired Company’s change in or continuation of, after the Closing, any Tax practice, procedure, policy or reporting position followed by the Acquired Companies prior to the Closing, or (ii) Taxes resulting from any voluntary disclosure (or similar proceedings or actions) to a Taxing Authority for a Pre-Closing Tax Period or a Straddle Period that is initiated by Buyer, its Affiliates or the Acquired Companies after the Closing Date without the consent of Seller (such consent not to be unreasonably conditioned, delayed, or withheld).

Section 9.9 Treatment of Payments. Seller and Buyer agree to treat all payments made either to or for the benefit of the other (and each of their respective Affiliates) pursuant to

this Article IX or the Shortfall Transfer as adjustments to the Purchase Price for all Tax purposes, except as otherwise required by applicable Tax Law.

Section 9.10 Conflict. This Article IX (and not Article XII) shall control with respect to Taxes and Tax matters.

ARTICLE X

CONDITIONS TO CLOSING

Section 10.1 Conditions to Obligations of Each Party. The respective obligations of Buyer and Seller to consummate, or cause to be consummated, the Transaction pursuant to this Agreement shall be subject to the satisfaction or, to the extent not prohibited by Law, waiver by Buyer and Seller, at or prior to the Closing, of the conditions set forth in this Section 10.1:

(a)Governmental and Regulatory Approvals. (i) All waiting periods (and any extensions thereof) under the HSR Act and any agreement between the Parties and a Governmental Entity not to consummate the Transaction agreed to in accordance with the last sentence of Section 7.6(a) shall have expired or been terminated, and (ii) all Consents of the Governmental Entities set forth in Section 10.1(a)(ii) of the Seller Disclosure Letter shall have been obtained.

(b)No Injunctions. At the Closing Date, there shall not be in effect any preliminary or permanent injunction or other order issued by any Governmental Entity of competent jurisdiction which restrains, prohibits or otherwise makes illegal the consummation of the Transaction, and no Law shall have been enacted, issued, enforced, entered, or promulgated and remains in effect that prohibits or makes illegal the consummation of the Transaction.

Section 10.2 Conditions to the Obligations of Buyer. The obligations of Buyer to effect the Closing and consummate the Transaction pursuant to this Agreement shall be subject to the satisfaction, at or prior to the Closing, of each of the conditions set forth in this Section 10.2, any of which may be, to the extent not prohibited by Law, waived, in writing, exclusively by Buyer in its sole and absolute discretion:

(a)Representations and Warranties of Seller. (i) The representations and warranties of Seller set forth in this Agreement (other than Seller Fundamental Representations) shall be true and correct as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date), except where the failure of any such representation or warranty to be so true and correct (disregarding all qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect”) would not, individually or in the aggregate, have a Material Adverse Effect on the Business, taken as a whole, and (ii) Seller Fundamental Representations shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect”) as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be so true and correct only as of such specific date).

(b)Performance. Seller shall have performed and complied with, in all material respects, each covenant and obligation required by this Agreement to be so performed or complied with by Seller on or before the Closing.

(c)No Material Adverse Effect. Since the date of this Agreement, no events or circumstances shall have occurred that, individually or in the aggregate, have had a Material Adverse Effect.

(d)Officer’s Certificate. Buyer shall have received a certificate of a duly authorized executive officer of Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 10.2(a), Section 10.2(b), Section 10.2(c) and Section 10.2(e) have been satisfied.

(e)Restructuring. The Restructuring shall have been completed in all material respects in accordance with Section 2.2(a) of the Seller Disclosure Letter.

Section 10.3 Conditions to the Obligations of Seller. The obligations of Seller to effect the Closing and consummate the Transaction pursuant to this Agreement shall be subject to the satisfaction at or prior to the Closing of each of the conditions set forth in this Section 10.3, any of which may be, to the extent not prohibited by Law, waived, in writing, exclusively by Seller in its sole and absolute discretion:

(a)Representations and Warranties of Buyer. (i) The representations and warranties of Buyer set forth in this Agreement (other than Buyer Fundamental Representations) shall be true and correct as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct only as of such specific date), except where the failure of any such representation or warranty to be so true and correct (disregarding all qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect”) would not prevent Buyer from consummating the Transaction or materially impair Buyer’s ability to perform its obligations under this Agreement and (ii) Buyer Fundamental Representations shall be true and correct in all material respects (disregarding all qualifications and exceptions contained therein regarding “materiality” or a “Material Adverse Effect”) as of the Closing Date as though made on and as of such date (unless any such representation or warranty is made only as of a specific date, in which event such representation or warranty shall be true and correct in all material respects only as of such specific date).

(b)Performance. Buyer shall have performed and complied with, in all material respects, each covenant and obligation required by this Agreement to be so performed or complied with by Buyer at or before the Closing.

(c)Officer’s Certificate. Seller shall have received a certificate of a duly authorized executive officer of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 10.3(a) and Section 10.3(b) have been satisfied.

ARTICLE XI

TERMINATION

Section 11.1 Termination. This Agreement may be terminated at any time prior to the Closing:

(a)by either Seller or Buyer at or after 11:59 p.m. Eastern Time, on April 30, 2020 (as may be extended pursuant to the immediately following proviso, the “Outside Date”) unless the Closing has occurred on or prior to the Outside Date; provided that if, on or prior to the Outside Date, all of the conditions to Closing set forth in Article X have been and continue to be satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied or measured at the Closing, but subject to such conditions being capable of being satisfied at the Closing and the date of termination) other than Section 10.1(a)(i) or Section 10.1(b) with respect to Antitrust Laws, then the Outside Date may be extended by either Seller or Buyer to November 6, 2020 by delivery of written notice of such extension to the other Party on or prior to the Outside Date, in which case the Outside Date shall be deemed for all purposes to be such later date; provided, further, that the right to terminate this Agreement under this Section 11.1(a) shall not be available to any Party whose failure to take any action required under or breach of this Agreement shall have been the primary cause of, or shall have resulted in, the failure of the Closing to occur by the Outside Date;

(b)by either Seller or Buyer in the event that any Governmental Entity has enacted, issued, enforced or entered into any statute, rule, regulation, injunction or other order, restraining, enjoining or otherwise prohibiting the Transaction, taken as a whole, that has become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to any Party whose failure to take any action required under this Agreement shall have been the cause of, or shall have resulted in, an injunction or other order that had the effect of restraining, enjoining or otherwise prohibiting the Transaction;

(c)by Buyer if (i) any of the representations and warranties of Seller contained in this Agreement fail to be true and correct such that the condition set forth in Section 10.2(a) would not be satisfied at the Closing, or (ii) Seller has breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 10.2(b) would not be satisfied at the Closing, and, in each case of clauses (i) and (ii), such failure or breach with respect to any such representation, warranty or obligation is not capable of being cured, or, if curable, shall remain uncured as of the earlier of (x) the date that is twenty (20) Business Days following receipt by Seller of written notice of such breach or failure from Buyer and (y) the Outside Date; provided that Buyer shall not have the right to terminate this Agreement under Section 11.1(c) if Buyer is then in material breach of its obligations under this Agreement;

(d)by Seller if (i) any of the representations and warranties of Buyer contained in this Agreement fail to be true and correct such that the condition set forth in Section 10.3(a) would not be satisfied at the Closing, or (ii) Buyer has breached or failed to comply with any of its obligations under this Agreement such that the condition set forth in Section 10.3(b) would not be satisfied at the Closing, and, in each case of clauses (i) and (ii), such failure or breach with respect to any such representation, warranty or obligation is not capable of being cured, or, if curable, shall remain uncured as of the earlier of (x) the date that is twenty (20) Business Days following receipt by Buyer of written notice of such breach or failure from Seller and (y) the Outside Date; provided that Seller shall not have the right to terminate this Agreement (A) under Section 11.1(d) if Seller is then in material breach of its obligations under this Agreement or (B) with respect to the first sentence of Section 7.6(a) or first sentence of Section 7.6(b) prior to the expiration or termination of the Marketing Period (determined for this purpose as though clause (x)(b) of the first sentence of the definition of Marketing Period was deleted therefrom);

(e)by Seller if (i) all of the conditions set forth in Section 10.1 and Section 10.2 have been and continue to be satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied by actions to be taken at the Closing, each of which shall then be capable of being satisfied at the Closing) and Buyer fails to consummate the Closing on the date required pursuant to the terms of Section 2.3, (ii) after the occurrence of clause (i), Seller has irrevocably confirmed to Buyer in writing that all of the conditions set forth in Section 10.1 and Section 10.2 have been and continue to be satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, each of which shall then be capable of being satisfied at the Closing and the date of termination) and that if the Debt Financing and Equity Financing are funded, then Seller will consummate the Closing in accordance with the terms of this Agreement, and (iii) Buyer has failed to consummate the Closing within three (3) Business Days after receipt of such irrevocable confirmation (it being understood that the conditions to the obligations of Buyer to consummate the Closing set forth in Section 10.1 and Section 10.2 shall remain satisfied or waived at the close of business on such third (3rd) Business Day, and during such time, Buyer has not terminated this Agreement pursuant to Section 11.1(a)); or

(f)by the mutual written consent of Seller and Buyer.

Section 11.2 Effect of Termination. In the event that this Agreement is terminated under Section 11.1, written notice thereof shall be given to the other Party, specifying the provisions of this Agreement pursuant to which such termination is made, and this Agreement shall forthwith become null and void and of no effect without liability on the part of any Party or its Affiliates or any of their respective directors, officers, employees, stockholders, partners, members or representatives and all rights and obligations of any Party shall cease; provided, however, that no such termination shall relieve (i) Buyer of its obligations as expressly provided for in Section 11.3 or (ii) Seller of any Liability resulting from any Willful Breach of this Agreement prior to such termination, in which case Buyer shall be entitled to all rights and remedies available at law or in equity; provided, further, that the Confidentiality Agreement and the provisions of Section 7.4(b), the last sentence of Section 7.4(c), the last sentence of Section 7.4(d), Section 7.16(a), this Section 11.2, Section 11.3 and Article XIII (provided that Section 13.8 shall survive only with respect to those provisions of this Agreement that expressly survive termination pursuant to this Section 11.2) shall survive any termination of this Agreement in accordance with their respective terms.

Section 11.3 Termination Fees..

(a)If this Agreement is terminated (i) by either Seller or Buyer pursuant to Section 11.1(a) and all conditions to Closing set forth in Section 10.1 (other than Section 10.1(a)(i) and other than Section 10.1(b)(to the extent arising under Antitrust Laws)) and Section 10.2 are satisfied or capable of being satisfied or are waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied at the Closing and the date of termination), (ii) by either Seller or Buyer pursuant to Section 11.1(b) and the applicable injunction or other order giving rise to such termination right arises under Antitrust Laws, or (iii) by Seller pursuant to (x) Section 11.1(d) or (y) Section 11.1(e), then, in each such case, Buyer shall, no later than two (2) Business Days after the date of such termination, pay, or cause to be paid, to Seller or its designee an amount equal to thirty million dollars ($30,000,000) (the “Termination Fee”) without deduction or offset of any kind. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Buyer be required to pay the Termination Fee on more than one occasion.

(b)The Parties acknowledge that the agreements contained in this Section 11.3 are an integral part of the Transaction, and that without these agreements, the Parties would not have entered into this Agreement. Solely for the purposes of establishing the basis for the amount thereof, it is agreed that the Termination Fee is not a penalty, but is liquidated damages, in a reasonable amount that will compensate Seller in the circumstances in which such fee is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transaction, which amount would otherwise be impossible to calculate with precision.

(c)Notwithstanding anything to the contrary set forth in this Agreement, but subject to Section 13.8 prior to termination, Seller’s right to receive payment from Buyer of the Termination Fee pursuant to Section 11.3(a), shall constitute the sole and exclusive remedy of Seller against Buyer or its Affiliates, any of the Debt Financing Sources or any of the Guarantors for all losses and damages suffered as a result of the failure of the Transaction to be consummated or for a breach or failure to perform hereunder, and subject to payment of such amount, none of Buyer, any of its Affiliates, any of the Debt Financing Sources or any of the Guarantors shall have any further or other liability or obligation relating to or arising out of this Agreement or the Transaction.

ARTICLE XII

REMEDIES

Section 12.1 Survival.

(a)Other than the Seller Fundamental Representations and the Buyer Fundamental Representations which shall survive the Closing and terminate on the first (1st) anniversary of the Closing Date, none of the representations or warranties contained in Article IV, Article V and Article VI of this Agreement shall survive the Closing.

(b)Claims for breach of any covenants in this Agreement requiring performance prior to the Closing shall survive the Closing and terminate on the first (1st) anniversary of the Closing Date. All of the covenants in this Agreement contemplating performance after the Closing shall survive in accordance with their respective terms.

(c)The obligations of Seller to retain and indemnify Buyer Indemnified Persons pursuant to clauses (iii) and (iv) of Section 12.2(a) shall, in each case, survive the Closing indefinitely and terminate on the fifth (5th) anniversary of the Closing Date.

(d)Any claim for indemnity under this Agreement with respect to any breach of representations, warranties, covenants or agreements not made within the period specified in Section 12.1(a) and Section 12.1(b) shall be deemed time-barred (except as provided by Section 12.1(c)), and no such claim shall be made after the periods specified in Section 12.1(a) and Section 12.1(b), except that if written notice of a claim or claims for indemnification under this Article XII shall have been provided to Seller or Buyer, as the case may be, prior to termination or the applicable survival period, then any representations, warranties, covenants or agreements that are the subject of such Indemnification Claim that would otherwise terminate as set forth above shall survive as to such claim, and that claim only, until such time as such claim or claims is fully and finally resolved.

(e)Notwithstanding anything to the contrary, nothing in this Section 12.1 is intended to limit the survival periods contained in the R&W Insurance Policy. It is hereby understood and agreed that nothing in such R&W Insurance Policy shall affect any of the terms of this Agreement, and Buyer hereby agrees and covenants that such R&W Insurance Policy shall acknowledge that Seller and its Representatives (all of which shall be express Third Party beneficiaries of this understanding and agreement) shall have no liability for breaches of representations and warranties hereunder and that the insurer has no right of subrogation (and recourse) against Seller other than in the case of Fraud committed by Seller.

Section 12.2 Indemnification by Seller.

(a)Subject to the terms and conditions set forth in this Article XII, except in respect of Taxes (indemnification in respect of Taxes being governed as set forth in Article IX), following the Closing, Seller shall pay, indemnify, defend and hold harmless the Buyer Indemnified Persons from and against any and all Damages sustained, incurred or suffered (in each case whether before or after delivery of an Indemnification Claim) by any Buyer Indemnified Person to the extent resulting from, arising out of, or relating to:

(i)any misrepresentation or inaccuracy of any Seller Fundamental Representation as of the Closing Date (as though such representations and warranties were made on and as of the Closing Date);

(ii)any breach or non-performance of any covenant or obligation of Seller set forth in this Agreement;

(iii)any Retained Liabilities;

(iv)the Restructuring;

(v)the Excluded Assets; and

(vi)the Retained Business.

(b)Any and all indemnification payments required to be made to Buyer Indemnified Persons under Section 12.2(a) shall be made by Seller; provided, however, that any such indemnification obligation under Section 12.2(a)(i) shall be paid only to the extent that the Damages underlying such indemnification obligation are not fully recoverable by the amount of insurance proceeds actually received by Buyer under the R&W Insurance Policy.

Section 12.3 Indemnification by Buyer. Subject to the terms and conditions set forth in this Article XII, following the Closing, Buyer shall indemnify, defend and hold harmless the Seller Indemnified Persons from and against, and shall reimburse the Seller Indemnified Persons for, all Damages sustained, incurred or suffered (in each case whether before or after delivery of an Indemnification Claim) by any Seller Indemnified Persons to the extent resulting from, arising out of, or relating to:

(a)any misrepresentation or inaccuracy of any Buyer Fundamental Representation as of the Closing Date (as though such representations and warranties were made on and as of the Closing Date);

(i)any breach or non-performance of any covenant or obligation of Buyer set forth in this Agreement; and

(ii)except to the extent Buyer is entitled to be indemnified therefor from Seller pursuant to Section 12.2, any liabilities resulting from the ownership, operation or conduct of the Acquired Companies or the Business by Buyer or its Affiliates, in any event after the Closing.

Section 12.4 Direct Claims.

(a)In the event an Indemnified Party desires to make a claim for indemnification pursuant to Section 12.2 or Section 12.3 against the applicable Indemnitor (a “Direct Claim”), the applicable Indemnified Party shall give reasonably prompt written notice of the claim (a “Notice of Claim”) to the Indemnitor, describing to the extent reasonably practicable and to the extent based on the facts then known by the Indemnified Party in reasonable detail the nature of the claim and the specific basis or bases on which the Indemnitor has liability for the claim under this Agreement, including (if available) reasonably detailed non-privileged supporting documentation, and referring to this Section 12.4 and the terms hereof. Failure, or delay, in giving such Notice of Claim shall not affect the indemnification provided hereunder except to the extent that such failure or delay shall have materially and actually prejudiced the Indemnitor as a result thereof.

(b)Following receipt of a Notice of Claim with respect to a Direct Claim, the Indemnitor shall have forty five (45) days to investigate the Direct Claim and respond in writing. For purposes of the investigation, the Indemnified Party shall make available to the Indemnitor the information relied upon by the Indemnified Party to substantiate the Direct Claim, together with such other information as the Indemnitor may reasonably request.

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(c)If the Indemnitor disputes the validity or amount of the Direct Claim, the Indemnitor shall provide written notice of the dispute to the Indemnified Party within the forty five (45) day period specified in Section 12.4(b). The dispute notice must describe in reasonable detail the nature of the Indemnitor’s dispute. During the thirty (30) day period immediately following receipt of a dispute notice by the Indemnified Party, the Indemnitor and the Indemnified Party shall attempt in good faith to resolve the dispute. If the Indemnitor and the Indemnified Party fail to resolve the dispute within that thirty (30) day time period, the Indemnified Party shall be permitted to pursue all rights and remedies available to it, subject to this Agreement. If the Indemnitor fails to respond in writing to the Direct Claim within the forty five (45) day period specified in Section 12.4(b), the Indemnitor is deemed to have rejected the Direct Claim, in which event the Indemnified Party is free to pursue all rights and remedies available to it, subject to this Agreement.

Section 12.5 Third Party Claims.

(a)Except with respect to claims or demands for Taxes, which shall be governed by Section 9.5, if any legal proceeding is instituted or any claim or demand is made by a Third Party (a “Third Party Claim”) against an Indemnified Party that (if prosecuted successfully) would be a matter for which such Indemnified Party may be entitled to indemnification under this Article XII, and a claim for indemnification under this Article XII (an “Indemnification Claim”) is to be made against the Party from which indemnification is sought, such Indemnified Party shall (to the extent known and practicable) give Notice of Claim to (i) such Indemnitor (following the Indemnified Party’s knowledge of such claim and knowledge that such claim is likely to be the basis of a claim under this Agreement) and (ii) the R&W Insurer, in each case, requesting such indemnification and specifying in reasonable detail the basis on which indemnification is sought. Such Notice of Claim shall contain or be accompanied by such other material information as such Indemnified Party shall have concerning the Third Party Claim. The failure, or delay, in notifying the Indemnitor or the R&W Insurer shall not relieve the Indemnitor or the R&W Insurer of any duty to indemnify which otherwise might exist with regard to such claim unless (and only to the extent that) such failure or delay in notifying materially and actually prejudices the Indemnitor or the R&W Insurer as a result thereof. The Indemnified Party shall promptly deliver to the Indemnitor or the R&W Insurer copies of all notices and documents (including court papers) received by such Indemnified Party relating to any such Third Party Claim.

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(b)If a Third Party Claim is made or commenced and an Indemnification Claim is made with respect thereto, the Indemnitor shall have the right, upon giving written notice to the Indemnified Party following receipt of the Notice of Claim, to participate in the defense of such claim (to the extent permissible under applicable Law) or to assume the defense of such Third Party Claim through an attorney selected by the Indemnitor at the Indemnitor’s sole cost and expense; provided, however, that (i) the Indemnitor shall have acknowledged in writing such Party’s obligation to indemnify the Indemnified Party for such proceeding (and the Damages in connection therewith) in accordance with this Agreement (provided that such acknowledgment shall not be an admission to the plaintiff in the proceeding to the claims alleged in the Third Party Claim or liability therefor) and (ii) the Indemnitor shall not have the right to assume or continue the defense of such Third Party Claim if: (w) such Third Party Claim principally seeks an injunction or other equitable relief against the Indemnified Party, (x) such Third Party Claim relates to a criminal or quasi-criminal Action against an Indemnified Party, (y) the Indemnified Party has been advised in writing by counsel that (A) a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnified Party or (B) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnitor or (z) the Indemnitor has failed or is failing to diligently defend such Third Party Claim.

(c)If the Indemnitor is entitled to and elects to assume the defense of a Third Party Claim, (i) the Indemnified Party will reasonably cooperate with the Indemnitor (and its Representatives) and make available to the extent reasonably available and relevant, such information, books and records in its possession or under its control as may be reasonably necessary or useful in connection with such defense, (ii) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnitor and (iii) the Indemnitor shall have the right to consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (x) involves only money damages for which the Indemnified Party is entitled to full indemnification under this Agreement and does not seek an injunction or other equitable relief (other than customary confidentiality obligations that do not limit the operation of the Indemnified Party’s business), (y) the Indemnified Party is not required to admit any wrongdoing, take or refrain from taking any action, acknowledge any rights of the Person making the Third Party Claim and (z) contains a legally binding and enforceable unconditional release from any and all obligation or liabilities of the Indemnified Party with respect to such Third Party Claim. If such conditions are not satisfied and such unconditional release is not obtained, then the Indemnitor shall not compromise or settle such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, delayed or conditioned). If the Indemnitor conducts the defense of a claim, the Indemnified Party may retain separate co-counsel at its own cost and expense and participate in such defense, which, for the avoidance of doubt, shall not constitute Damages for purposes of this Article XII.

(d)If the Indemnitor is not entitled to, or does not elect to assume the defense of, a Third Party Claim, (i) the Indemnified Party shall have the right to conduct such defense, (ii) the Indemnified Party may only consent to entry of any judgment upon, or compromise and settle in good faith any such Third Party Claim, with the prior written consent of the Indemnitor (such consent not to be unreasonably withheld, delayed or conditioned) and (iii) if it is ultimately determined that the claim of loss which shall form the basis of such judgment or settlement is one that is validly an obligation of the Indemnitor that elected not to assume the defense, then such Indemnitor shall be bound by any ultimate judgment or settlement as to the existence and the amount of the claim, and the amount of said judgment or settlement (including the costs and expenses of defending such claims) shall be conclusively deemed for all purposes of this Agreement to be a liability on account of which the Indemnified Party is entitled to be indemnified hereunder, subject to any limits on the right to be so indemnified hereunder. Upon the determination of liability under and subject to Section 12.2 or Section 12.3 and Section 12.7, the appropriate Party shall, within ten (10) Business Days of such determination, pay the amount of such claim.

Section 12.6 Limitations.

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(a)The Indemnified Party shall use its reasonable best efforts to (i) obtain any insurance proceeds under the R&W Insurance Policy with respect to any claim for indemnification that it has asserted under Section 12.2(a)(i) and (ii) observe its common law duty to mitigate Damages in respect of any claim for which it is seeking indemnification.

(b)The amount of Damages for which indemnification is provided under this Article XII shall be net of amounts (i) actually received in connection with an Indemnification Claim by the Indemnified Party from a Third Party (including under the R&W Insurance Policy) and (ii) paid by a Third Party to another for the account or benefit of the Indemnified Party with respect to the settlement or resolution of a Third Party Claim. To the extent that any amount is recovered by any Indemnified Party under an insurance policy (including the R&W Insurance Policy) or any other source of indemnification is realized after the date that an indemnity payment is made hereunder, in each case in respect of the Damages suffered, then such Indemnified Party shall pay to the Indemnitor such amounts so recovered in respect of such Damages no later than ten (10) Business Days after such proceeds are received (but not to exceed the amount of the indemnity payment, and net of the cost of obtaining such recovery).

(c)UNDER NO CIRCUMSTANCES SHALL SELLER OR BUYER BE LIABLE UNDER THIS Article XII OR OTHERWISE, FOR ANY (I) EXEMPLARY OR PUNITIVE DAMAGES OR LOSSES OR (II) SPECIAL OR INDIRECT DAMAGES OR LOSSES THAT ARE NOT A REASONABLY FORESEEABLE RESULT OF THE EVENT, MATTER AND/OR BREACH THAT GAVE RISE THERETO, EXCEPT IN EACH CASE OF EACH OF THE FOREGOING CLAUSES (I) AND (II), (X) IN THE EVENT OF FRAUD, OR (Y) TO THE EXTENT AWARDED TO A THIRD PARTY PURSUANT TO A THIRD PARTY CLAIM (OR SETTLEMENT THEREOF IN ACCORDANCE WITH THIS Article XII).

(d)Neither Party shall be entitled to recover any indemnification payment or other amounts due from the other Party hereunder by retaining and setting off the amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such Party hereunder or under any document delivered pursuant hereto or in connection herewith.

(e)Solely with respect to indemnity under this Article XII, for purposes of determining whether there was an inaccuracy in or breach of any representation or warranty of any Person, and calculating Damages hereunder, any materiality, Material Adverse Effect or similar qualifications in the representations and warranties will be disregarded.

Section 12.7 Exclusive Remedy. Except (a) with respect to claims arising from Fraud, (b) the remedies set forth in Article IX and (c) the remedies set forth in Section 13.8, the Parties agree that from and after the Closing Date, the exclusive remedies of the parties for any Damages based upon, arising out of or otherwise in respect of the matters set forth in this Agreement are the indemnification obligations of the parties set forth in this Article XII, and that the R&W Insurance Policy shall be the sole and exclusive remedy for any Indemnification Claim based on Damages arising out of Section 12.2(a)(i) (except with respect to the Seller Fundamental Representations); provided, however, that nothing in this Agreement shall be deemed a waiver by any Party of any right to specific performance, injunctive relief or other equitable remedy to the extent set forth herein.

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ARTICLE XIII

MISCELLANEOUS

Section 13.1 Fees and Expenses. Except as otherwise specified in this Agreement, each of the Parties shall bear its own costs and expenses (including any accounting, financial advisory and legal fees and expenses) incurred in connection with the negotiation, preparation, execution, performance and consummation of this Agreement and the Transaction. Such fees and expenses of the Acquired Companies shall be paid by Seller, except that Buyer shall pay such fees and expenses to the extent included Transaction Expenses. For the avoidance of doubt, Buyer shall pay all of the fees and expenses with respect to the R&W Insurance Policy and Seller shall pay all fees and expenses with respect to the directors and officers insurance policy obtained pursuant to Section 7.5(b).

Section 13.2 Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally (with written confirmation of receipt if delivered by courier), when sent by electronic mail (with confirmation of transmission), one (1) Business Day after being sent by a nationally recognized overnight courier service (providing written proof of delivery) or three (3) Business Days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice):

(a)If to Buyer (or, if after the Closing, to the Acquired Companies), to:

SIRVA Worldwide, Inc.

One Parkview Plaza

Oakbrook Terrace, Illinois 60181

Attention: Jeff Margolis

E-mail: jeff.margolis@sirva.com

with copies, which copies shall not constitute notice, to:

Kirkland & Ellis LLP

300 North LaSalle

Chicago, Illinois 60654

Attn: Richard J. Campbell, P.C.

Jon-Micheal A. Wheat, P.C.

Aisha P. Lavinier

Email: richard.campbell@kirkland.com

jon-micheal.wheat@kirkland.com

aisha.lavinier@kirkland.com

(b)If to Seller, to:

Realogy Holdings Corp.

175 Park Avenue

104

Madison, NJ 07940

Attn: Executive Vice President and General Counsel

Email: marilyn.wasser@realogy.com

with copy, which copy shall not constitute notice, to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attn: Thomas W. Greenberg

Email: thomas.greenberg@skadden.com

Section 13.3 Severability. If any term or provision of this Agreement or the application of any such term or provision to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision hereof.

Section 13.4 Assignment; Binding Effect. This Agreement and the rights hereunder are not assignable (by operation of Law or otherwise) by either Party unless such assignment is consented to in writing by the other Party; provided, however, (a) Buyer may without the consent of any other Party assign this Agreement to any Debt Financing Source pursuant to the terms of the Debt Financing for purposes of creating a security interest herein or otherwise assign as collateral in respect of the Debt Financing, and (b) prior to, at or following the Closing, Buyer may, without the consent of Seller, assign its rights and obligations under this Agreement to one or more Affiliates of Buyer, so long as such assignment does not relieve of Buyer of its obligations hereunder. Notwithstanding the foregoing, in no event shall an assignment permitted pursuant to this Section 13.4 be reasonably expected to (i) delay the Closing or (ii) adversely affect Seller, in each case in any material respect. Subject to the preceding sentence, this Agreement and all the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. No assignment shall relieve the assigning Party of any of its obligations hereunder; provided that to the extent performance or payment is made at or after the Closing by an Affiliate of Buyer (including any Acquired Company) with respect to an obligation of Buyer hereunder, such obligation shall be in full satisfaction of such obligation of Buyer hereunder (solely to the extent such obligation was fully performed by the Affiliate). Any attempted assignment in violation of this Section 13.4 shall be void ab initio.

Section 13.5 Headings. The headings contained in this Agreement are inserted for convenience only and shall not be considered in interpreting or construing any of the provisions contained in this Agreement.

Section 13.6 Waiver and Amendment. This Agreement may be amended, modified or supplemented only by a written mutual agreement executed and delivered by Seller and Buyer. Except as otherwise provided in this Agreement, any failure of any Party to comply with any obligation, covenant or other agreement in this Agreement may be waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party granting such waiver, but such waiver or failure to insist upon strict compliance with such obligations, covenant,

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agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure. Notwithstanding anything to the contrary in this Agreement, the provisions set forth in Section 11.3, Section 13.4, this Section 13.6, Section 13.7, Section 13.8, Section 13.9(b), Section 13.10(a), Section 13.11, Section 13.15 or Section 13.16 (and, in each case, any related provision or defined terms to the extent a modification, waiver or termination of such provision or defined terms would modify the substance of any of the foregoing provisions) may not be amended, modified or altered in a manner that is adverse in any material respect to the Debt Financing Sources without the prior written consent of the Debt Financing Sources.

Section 13.7 Third Party Beneficiaries. Except as set forth in Section 7.5 (which is for the benefit of the Covered Persons), Article IX and Article XII, this Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement; provided that, notwithstanding the foregoing, each Debt Financing Source shall be an express Third Party beneficiary of, and shall be entitled to enforce, the rights of the Debt Financing Sources set forth in Section 11.3, Section 13.4, Section 13.6, this Section 13.7, Section 13.8, Section 13.9(b), Section 13.10(a), Section 13.11, Section 13.15 and Section 13.16.

Section 13.8 Specific Performance and Other Equitable Relief.

(a)The Parties hereby expressly recognize and acknowledge that immediate, extensive and irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that the Parties do not perform the provisions of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transaction) in accordance with its specified terms or otherwise breach such provisions. Accordingly, subject to the terms and conditions in this Section 13.8, the Parties acknowledge and agree that the Parties shall be entitled to an injunction, specific performance and other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled at law or in equity. Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief to any Party that is expressly entitled to bring an action therefor pursuant to the terms of this Agreement on the basis that any other Party has an adequate remedy at law or that any award of specific performance is not an appropriate remedy for any reason at law or in equity. Any Party expressly entitled hereunder to seek an injunction or injunctions or any other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement shall not be required to show proof of actual damages or provide any bond or other security in connection with any such order or injunction.

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(b)Notwithstanding anything to the contrary set forth in this Agreement, (i) in no event shall Seller or any of its Representatives (including the Acquired Companies prior to the Closing) be entitled to, or permitted to seek, specific performance against the Debt Financing Sources, except in each case indirectly through the enforcement of Buyer’s obligations hereunder, and (ii) Seller shall be entitled to bring an Action to specifically enforce Buyer’s obligation to consummate the Closing and Buyer’s rights under the Equity Financing Commitments to cause the Equity Financing to be funded if (and only if and for so long as) (A) all of the conditions set forth in Section 10.1 and Section 10.2 have been and continue to be satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied at the Closing, each of which shall then be capable of being satisfied at the Closing and the date of termination) and Buyer fails to consummate the Closing on the date required pursuant to the terms of Section 2.3, (B) the proceeds of the Debt Financing (or any alternative debt financing) have been funded to Buyer or the agent for the Debt Financing Sources under the Debt Financing Commitments (or any definitive agreements executed pursuant thereto) has irrevocably confirmed in writing to Buyer that the Debt Financing will be funded subject only to the funding of the Equity Financing, (C) Seller has not terminated this Agreement in accordance with Article XI and has irrevocably confirmed to Buyer in writing that all of the conditions set forth in Section 10.1 and Section 10.2 have been and continue to be satisfied or (to the extent permitted by applicable Law) waived (other than those conditions that by their terms or nature are to be satisfied by actions to be taken at the Closing, each of which shall then be capable of being satisfied at the Closing) and that if the Debt Financing and Equity Financing are funded, then Seller will consummate the Closing in accordance with the terms of this Agreement, and (D) Buyer has failed to consummate the Closing within three (3) Business Days after receipt of such irrevocable confirmation. For the avoidance of doubt, (a) in no event shall Seller be entitled to specifically enforce (or to bring any Action in equity seeking to specifically enforce) Buyer’s rights under the Equity Financing Commitments to cause the Equity Financing to be funded other than as expressly provided in the immediately preceding sentence, and (b) in no event shall Seller be entitled to seek to specifically enforce any provision of this Agreement or to obtain an injunction or injunctions, or to bring any other Action in equity in connection with the transactions contemplated by this Agreement, against Buyer other than against Buyer and, in such case, only under the circumstances expressly set forth in this Section 13.8.

Section 13.9 Choice of Law.

(a)THIS AGREEMENT AND ALL ACTIONS, PROCEEDINGS OR COUNTERCLAIMS (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE ACTIONS OF BUYER OR SELLER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE; PROVIDED, HOWEVER, THAT ANY ACTION BROUGHT AGAINST ANY OF THE DEBT FINANCING SOURCES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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(b)Notwithstanding anything to the contrary contained in this Agreement, each of the Parties: (i) agrees that it will not bring or support any Person in any Action before any Governmental Entity of any kind or description, whether at law or in equity, whether in contract or in tort or otherwise, against any of the Debt Financing Sources arising out of or in any way relating to this Agreement or the Transaction, including any dispute arising out of or relating in any way to the Debt Financing Commitments, the Debt Financing or the performance thereof or the financings contemplated thereby, in any forum other than the U.S. Federal and New York State courts located in New York County, State of New York; and (ii) agrees that, except as specifically set forth in the Debt Financing Commitments, all claims or causes of action (whether at law, in equity, in contract, in tort or otherwise) against any of the Debt Financing Sources arising out of or in any way relating to this Agreement, the Debt Financing Commitments, the Debt Financing or the performance thereof or the financings contemplated thereby, shall be exclusively governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York.

Section 13.10 Consent to Jurisdiction.

(a)Each of the Parties (i) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Agreement or the Transaction, for and on behalf of itself or any of its properties or assets, in accordance with Section 13.2, and nothing in this Section 13.10 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (ii) irrevocably submits itself and its properties and assets to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any federal court sitting in the State of Delaware) for the purpose of any Action or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Agreement and the Transaction; (iii) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any federal court sitting in the State of Delaware) for the purpose of any Action or counterclaim; (iv) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (v) waives any objection that it may now or hereafter have to the venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; and (vi) agrees that it will not bring any Action or counterclaim relating to this Agreement or the Transaction in any court other than the aforesaid courts. Each of the Parties agrees that a final judgment in any action or proceeding in such courts as provided above shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. The Parties hereby further agree that New York state or U.S. Federal courts sitting in New York County, State of New York shall have exclusive jurisdiction over any action (whether at law, in equity, in contract, in tort or otherwise) brought against any Debt Financing Source in connection with the Transaction, including to the extent arising out of or relating in any way to the Debt Commitment Letter.

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(b)The Parties hereby consent to and grant any such court jurisdiction over the Person of such Parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 13.2 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

Section 13.11 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE DEBT FINANCING COMMITMENTS OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT (INCLUDING THE DEBT FINANCING AND ANY ACTION AGAINST OR INVOLVING ANY DEBT FINANCING SOURCE) AND THE TRANSACTION. EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER.

Section 13.12 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the Parties notwithstanding the fact that all Parties are not signatory to the original or the same counterpart. For purposes of this Agreement, electronic and .PDF signatures shall be deemed originals.

Section 13.13 Entire Agreement. The Transaction Documents, the Limited Guaranty and the Confidentiality Agreement constitute the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersede all prior discussions, understandings, agreements and representations and shall not be modified or affected by any offer, proposal, statement or representation, oral or written, made by or for any Party in connection with the negotiation of the terms of this Agreement.

Section 13.14 Conflicts and Privilege. Skadden, Arps, Slate, Meagher & Flom LLP (“Skadden”) has been engaged by Seller to represent Seller in connection with the Transaction. Buyer (on its behalf and on behalf of its Affiliates) hereby (a) agrees that, in the event that a dispute arises after the Closing between Buyer or any of its Affiliates, on the one hand, and Seller, on the other hand, Skadden may represent Seller in such dispute even though the interests of Seller may be directly adverse to Buyer, the Acquired Companies or any of their respective Affiliates and even though Skadden may have represented an Acquired Company in a matter substantially related to such dispute, or may be handling ongoing matters for Buyer or any Acquired Company and (b) waives any conflict in connection therewith. Buyer (on its behalf and on behalf of its Affiliates) further agrees that, notwithstanding anything in this Agreement to the contrary, as to all communications among any of Skadden and the Acquired Companies (including any of their respective directors, officers or employees) or Seller that relate in any way to this Agreement or the Transaction, the attorney-client privilege and the expectation of client confidence belong to Seller and shall be controlled by Seller and shall not pass to or be claimed by Buyer, any Acquired Company or any of their respective Affiliates. Buyer (on its behalf and on behalf of its Affiliates) further understands and agrees that the Parties have each undertaken commercially reasonable efforts to prevent the disclosure of confidential or attorney-client privileged information. Notwithstanding those efforts, Buyer (on its behalf and on behalf

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of its Affiliates) further understands and agrees that the consummation of the Transaction may result in the inadvertent disclosure of information that may be confidential or subject to a claim of privilege. Buyer (on its behalf and on behalf of its Affiliates) further understands and agrees that any disclosure of information that may be confidential or subject to a claim of privilege will not prejudice or otherwise constitute a waiver of any claim of privilege. Buyer (on its behalf and on behalf of its Affiliates) agrees to use commercially reasonable efforts to return promptly any inadvertently disclosed information to the appropriate Person upon becoming aware of its existence. Notwithstanding the foregoing, in the event that a dispute arises between Buyer, any Acquired Company or any of their respective Affiliates and a Third Party, such Acquired Company may assert the attorney-client privilege to prevent disclosure of confidential communications by Skadden to such Third Party; provided, however, that the Acquired Companies may not waive such privilege without the prior written consent of Seller. Skadden shall be a Third Party beneficiary for purposes of this Section 13.14.

Section 13.15 Liability of Financing Sources. Notwithstanding anything to the contrary contained in this Agreement, each of Seller and Buyer agrees it shall not have any rights or claims against any Debt Financing Sources in connection with this Agreement, the Debt Financing or the transactions contemplated hereby or thereby. The foregoing will not limit the rights of the parties to the Debt Financing under the Debt Financing Commitments or the definitive debt documents executed in connection with the Debt Financing. In addition, in no event will any Debt Financing Source, Buyer, Seller or their respective Affiliates be liable for consequential, special, exemplary, punitive or indirect damages (including any loss of profits, business or anticipated savings) or damages of a tortious nature.

Section 13.16 Non-Recourse. This Agreement may be enforced only against Seller and Buyer. All Actions (whether in contract, tort, or equity, at law, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise) that may be based upon, arise under, out or by reason of, be connected with, or relate in any manner to (a) this Agreement or any of the other agreements or documents contemplated hereby, (b) the negotiation, execution, or performance of this Agreement or any of the documents contemplated hereby (including any representation or warranty made in connection with, or as an inducement to, this Agreement or any of the other agreements or documents contemplated hereby), (c) any breach or violation of this Agreement (including the failure of any representation and warranty to be true or accurate) or any of the other agreements or documents contemplated hereby, and (d) any failure of the Transaction, in each case, may be made only against (and are those solely of) the Persons that are expressly named as parties to this Agreement, the Transaction Documents, the debt commitment, letter, the fee letter, the equity commitment letter, the Limited Guaranty, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such Persons set forth in such document, as applicable. In furtherance and not in limitation of the foregoing, and notwithstanding any other provision of this Agreement to the contrary, each party hereto covenants, agrees and acknowledges that (except to the extent named as a party to any of the Transaction Documents, the Debt Financing Commitments, the Equity Financing Commitments, the Limited Guaranty, and the Confidentiality Agreement, and then only to the extent of the specific obligations of such parties set forth in such document, as applicable) no recourse under this Agreement, any related document or any documents or instruments delivered in connection

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with this Agreement or any related document shall be had against any past, present or future direct or indirect equityholder, controlling person, Affiliate, member, manager, general or limited partner, stockholder, incorporator, director, officer, employee, agent, attorney, advisor or other Representative, successor, or assignee of any of Buyer or the Guarantors (including any Person negotiating or executing this Agreement on behalf of a party) (each, a “Non-Recourse Person”), shall have any liability or obligation (whether in contract, tort, or equity, at law, or granted by statute, whether by or through attempted piercing of the corporate, limited partnership or limited liability company veil or otherwise). For the avoidance of doubt, it is expressly agreed and understood by the Parties that nothing contained in this Section 13.16 shall limit Seller’s remedies under the equity commitment letter or the Limited Guaranty against the parties thereto on the terms set forth therein.

[Remainder of Page Intentionally Left Blank.]

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

SIRVA WORLDWIDE, INC.

By: /S/ THOMAS OBERDOF________

Name: Thomas Oberdof

Title: President and Chief Executive Officer

REALOGY HOLDINGS CORP.

By: /S/ RYAN M. SCHNEIDER________

Name: Ryan M. Schneider

Title: Chief Executive Officer and President

EXHIBIT A

Form of Limited Guaranty

LIMITED GUARANTY

This Limited Guaranty, dated as of November 6, 2019 (this “Limited Guaranty”), by Madison Dearborn Capital Partners VII‑A, L.P., Madison Dearborn Capital Partners VII‑C, L.P. and Madison Dearborn Capital Partners VII Executive‑A, L.P., each a Delaware limited partnership (each of the foregoing, a “Guarantor” and collectively, the “Guarantors”) is made in favor of Realogy Holdings Corp., a Delaware corporation (“Seller”). Reference is hereby made to the Purchase and Sale Agreement (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”), dated as of the date hereof, by and between SIRVA Worldwide, Inc., a Delaware corporation (“Buyer”), and Seller. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Purchase Agreement.

1.Limited Guaranty. Subject to the terms and conditions hereof, the Guarantors, in accordance with their respective Pro Rata Percentages (as hereinafter defined), hereby irrevocably and unconditionally guarantee to Seller, the due, punctual and complete payment of the Termination Fee, if and when due pursuant to the terms and conditions of Section 11.3 of the Purchase Agreement (the “Guaranteed Obligation”); provided that the maximum amount payable by the Guarantors hereunder shall not exceed thirty million dollars ($30,000,000) (the “Cap”), it being agreed by the Buyer that this Limited Guaranty may not be enforced against the Guarantors without giving effect to the Cap; provided, further that this Limited Guaranty will expire and will have no further force or effect, and Seller and its Affiliates will have no rights hereunder, upon termination of the obligations and liabilities of the Guarantors hereunder in accordance with Section 6 hereof. Seller hereby agrees that the Guarantors shall in no event collectively be required to pay more than the Guaranteed Obligation (or, in the case of each Guarantor, its Pro Rata Percentage (as hereinafter defined) of the Guaranteed Obligation) or make any payment (other than payment of the Guaranteed Obligation) pursuant to this Limited Guaranty (with it being understood and agreed that, in circumstances where the Termination Fee is due and payable by Buyer, Buyer shall have no other payment obligations to Seller and this Limited Guaranty shall be construed accordingly), that no Guarantor or Guarantor Affiliate (as hereinafter defined) shall have any obligation or liability to any Person relating to, arising out of or in connection with, this Limited Guaranty (other than for the Guaranteed Obligation), and that this Limited Guaranty may not be enforced against the Guarantors without giving effect to these limitations (with it being understood and agreed that such limitations are an integral part of each Guarantor executing and delivering this Limited Guaranty and no Guarantor would have delivered this Limited Guaranty if such limitations were not given full force and effect). All payments hereunder shall be made in lawful money of the United States, in immediately available funds.

2.Terms of Limited Guaranty.

(a)This Limited Guaranty is one of payment, not collection, and a separate Action or Actions may be brought and prosecuted against any or all of the Guarantors to enforce this Limited Guaranty, irrespective of whether any Action is brought against Buyer or whether Buyer is joined in any such Action or actions.

(b)Except as otherwise provided herein and without amending or limiting the other provisions of this Limited Guaranty (including Section 6 hereof), the liability of the Guarantors under this Limited Guaranty shall not be released or discharged, in whole or in part, and shall, to the fullest extent permitted under applicable Law, be absolute and unconditional, unaffected, in each case by and irrespective of:

(i)any change in the corporate existence, structure or ownership of Buyer, any Guarantor or any other Person interested in the Transaction, or any insolvency, bankruptcy, reorganization, moratorium or other similar proceeding affecting Buyer, any Guarantor or any other Person interested in the Transaction or any of their respective assets;

(ii)any rescission, waiver, compromise, consolidation or other amendment or modification of the Purchase Agreement in accordance with its terms, or change in the time, manner, place or terms of payment or performance, or any change or extension of the time of payment or performance of, renewal or alteration of, the Guaranteed Obligation, any escrow arrangement or other security therefor, any liability incurred directly or indirectly in respect thereof, or any other agreement or arrangement entered into by Seller, on the one hand, and Buyer, on the other hand, in connection therewith;

(iii)the existence of any claim, set off or other right that the Guarantors may have at any time against Buyer, Seller or any other Person, whether in connection with the Guaranteed Obligation or otherwise;

(iv)the adequacy of any means Seller may have of obtaining payment related to the Guaranteed Obligation;

(v)the failure or delay on the part of Seller to assert any claim or demand or to enforce any right or remedy against Buyer or any Guarantor;

(vi)the addition, substitution or release of any Person now or hereafter liable with respect to the Guaranteed Obligation or otherwise interested in the Transaction (including any other Guarantor); or

(vii)any other act or omission that may or might in any manner or to any extent vary the risk of the Guarantors or otherwise operate as a discharge of the Guarantors as a matter of Law or equity (other than payment of the Guaranteed Obligation or as permitted by Section 2(e) of this Limited Guaranty).

(c)The Guarantors hereby expressly, absolutely, irrevocably and unconditionally waive (i) any and all notice of the creation, renewal, extension or accrual of the Guaranteed Obligation and notice of or proof of reliance by Seller upon this Limited Guaranty or acceptance of this Limited Guaranty and (ii) any and all rights or defenses arising by reason of any applicable Law which would otherwise require any election of remedies by Seller. The Guaranteed Obligation shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Limited Guaranty, and all dealings between Buyer or the Guarantors, on the one hand, and Seller, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Limited Guaranty. When pursuing its rights and remedies hereunder against any Guarantor, Seller shall be under no obligation to pursue such rights and remedies it may have against Buyer or any Guarantor for the Guaranteed Obligation or any right of offset with respect thereto, and any failure by Seller to pursue such other rights or remedies or to collect any payments from Buyer or any Guarantor or to realize upon or to exercise any such right of offset shall not relieve any Guarantor of any liability hereunder.

(d)Seller shall not be obligated to file any claim relating to the Guaranteed Obligation in the event that Buyer becomes subject to a bankruptcy, reorganization or similar proceeding, and the failure of Seller to so file shall not affect the Guarantors’ liabilities or obligations hereunder. In the event that any payment to Seller in respect of the Guaranteed Obligation is rescinded or must otherwise be returned for any reason whatsoever, this Limited Guaranty shall continue to be effective or reinstated, as the case may be, and the Guarantors shall remain liable hereunder with respect to the Guaranteed Obligation as if such payment had not been made.

(e)Notwithstanding the foregoing or any other provision of this Limited Guaranty, Seller hereby agrees that (i) each of the Guarantors may assert, as a defense to, or release or discharge of, any payment or performance by such Guarantor under this Limited Guaranty or any claim, set‑off, deduction, defense or release that Buyer could assert against Seller under the terms of, or with respect to, the Purchase Agreement (including, without limitation, any such claim or defense that the Termination Fee is not then required to be due and payable by Buyer pursuant to the terms and conditions of the Purchase Agreement) and (ii) to the extent Buyer is relieved of all or any portion of the Guaranteed Obligation under the Purchase Agreement, the Guarantors shall likewise automatically and without any further action on the part of any Person be relieved of their obligations under this Limited Guaranty.

3.Waiver of Acceptance, Presentment; Etc. Without amending or limiting the other provisions of this Limited Guaranty (including Section 6 hereof), the Guarantors irrevocably waive any promptness, diligence, acceptance hereof, presentment, demand, protest and any notice of any kind not explicitly provided for herein or not required to be provided to Buyer under or in connection with the Purchase Agreement, other than defenses that are available to Buyer (i) under the Purchase Agreement, (ii) in respect of a breach by Seller of this Limited Guaranty and (iii) in respect of fraud of Seller or any of its Affiliates in connection with the Purchase Agreement or the Transaction. Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the transactions contemplated by the Purchase Agreement and that the waivers set forth in this Limited Guaranty are knowingly made in contemplation and consideration of such benefits.

4.Sole Remedy.

(a)Seller acknowledges and agrees that no funds are expected to be contributed to Buyer unless the Closing occurs, and that, except for rights against Buyer to the extent expressly provided in Section 7 of the Equity Commitment Letter and Section 13.8(b) of the Purchase Agreement and subject to all of the terms, conditions and limitations herein and therein, Seller shall not have any right to cause any assets to be contributed to Buyer by any Guarantor, any Guarantor Affiliate (as hereinafter below) or any other Person.

(b)Seller further agrees and acknowledges that no Person other than the Guarantors has any obligations hereunder and that, notwithstanding that the Guarantors may be limited partnerships, Seller does not have any remedy, recourse or right of recovery against, or contribution from, (i) any former, current or future general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any Guarantor, (ii) any lender or prospective lender, lead arranger, arranger, agent or representative of or to Buyer or (iii) any former, current or future general or limited partner, stockholder, holder of any equity, partnership or limited liability company interest, officer, member, manager, director, employee, agent, attorney, controlling Person, assignee or affiliate of any of the foregoing (other than Buyer and any of the Guarantors) (those Persons and entities described in the foregoing clauses (i) through (iii) being referred to herein collectively as “Guarantor Affiliates”), through any Guarantor, Buyer or otherwise, whether by or through attempted piercing of the corporate veil or similar action, by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, by or through a claim by or on behalf of any Guarantor or Buyer against any Guarantor or any Guarantor Affiliate, or otherwise, except for the Retained Claims (as defined below); provided, however, that in the event any Guarantor (x) consolidates with or merges with any other Person and is not the continuing or surviving entity of such consolidation or merger or (y) transfers or conveys all or a substantial portion of its properties and other assets to any Person such that the sum of all of such Guarantor’s remaining net assets plus uncalled capital commitment is less than such Guarantor’s Pro Rata Percentage of the Cap, then, and in each such case, Seller may seek recourse, whether by the enforcement of any judgment or assessment or by any legal or equitable proceeding or by virtue of any statute, regulation or other applicable Law, against such continuing or surviving entity or such Person (in either case, a “Successor Entity”), as the case may be, but only to the extent of the unpaid liability hereunder up to the applicable Pro Rata Percentage of the Guaranteed Obligation for which such Guarantor is liable, as determined in accordance with this Limited Guaranty. As used herein, unless otherwise specified, the term Guarantor shall include such Guarantor’s Successor Entity.

(c)Seller hereby covenants and agrees that it shall not institute, and shall cause each of its Affiliates and their respective Representatives not to institute, directly or indirectly, any Action arising under, or in connection with, this Limited Guaranty, the Purchase Agreement, the Financing Commitments or the transactions contemplated hereby or thereby, against any Guarantor or any Guarantor Affiliate except for (i) claims by Seller against any Guarantor (and its permitted legal successors and permitted assigns of its obligations hereunder pursuant to Section 18 hereof) under, in accordance with and subject to all limitations of this Limited Guaranty (the “Retained Guaranty Claims”), (ii) claims by Seller against Buyer under and in accordance with and subject to all limitations set forth in the Purchase Agreement (the “Retained Purchase Agreement Claims”), (iii) with respect to the Confidentiality Agreement, dated September 15, 2019, between Buyer and Seller (the “NDA”), claims by Seller against Buyer under and in accordance with the NDA (the “Retained NDA Claims”) or (iv) to the extent (but only to the extent) Seller is expressly entitled to enforce the Equity Commitment Letter in accordance with Section 7 of the Equity Commitment Letter and Section 13.8(b) of the Purchase Agreement, and subject to all of the terms, conditions and limitations herein and therein, claims by Seller against Buyer seeking to cause Buyer to enforce the Equity Commitment Letter in accordance with its terms (the “Retained Equity Commitment Claims,” and together with the Retained Guaranty Claims, the Retained Purchase Agreement Claims and the Retained NDA Claims, the “Retained Claims”).

(d)Recourse (i) against each Guarantor, as applicable, solely with respect to the Retained Guaranty Claims, (ii) against Buyer with respect to the Retained Purchase Agreement Claims, (iii) against Buyer solely with respect to the Retained NDA Claims and (iv) against Buyer and the Investors (as defined in the Equity Commitment Letter) with respect to the Retained Equity Commitment Claims, shall be the sole and exclusive remedy of Seller and all of its Affiliates against any Guarantor or any Guarantor Affiliate in respect of any liabilities or obligations arising under, or in connection with, the Purchase Agreement, this Limited Guaranty, the Equity Commitment Letter and the NDA or the transactions contemplated thereby and hereby, and such recourse shall be subject to the limitations described herein and therein.

5.Subrogation. The Guarantors will not exercise any rights of subrogation or contribution against Buyer, whether arising by contract or operation of Law (including, without limitation, any such right arising under bankruptcy or insolvency Laws) or otherwise, by reason of any payment by any of them pursuant to the provisions of Section 1 hereof unless and until the Guaranteed Obligation has been paid in full.

6.Termination.

(a)No Guarantor shall have any further liability or obligation under this Limited Guaranty from and after the earliest to occur of (i) the Closing, (ii) the valid termination of the Purchase Agreement in accordance with its terms (other than a termination of the Purchase Agreement for which a Termination Fee is, in accordance with Section 11.3(a) of the Purchase Agreement, due and owing by Buyer (any such termination for which the Termination Fee is so due and owing, a “Qualifying Termination”)), and (iii) the 60th day after a Qualifying Termination unless prior to the 60th day after a Qualifying Termination, Seller shall have commenced a suit, action or other proceeding against Buyer alleging a Termination Fee is due and owing or against the Guarantors that amounts are due and owing from the Guarantors pursuant to Section 1 hereof (a “Qualifying Suit”); provided that if a Qualifying Termination has occurred and a Qualifying Suit is filed prior to the 60th day after a Qualifying Termination, no Guarantor shall have any further liability or obligation under this Limited Guaranty from and after the earliest of (w) the Closing, (x) a final, non‑appealable resolution of such Qualifying Suit determining that either Buyer does not owe a Termination Fee or that the Guarantors do not owe any amount pursuant to Section 1 hereof, (y) a written agreement among the Guarantors and Seller terminating the obligations and liabilities of the Guarantors pursuant to this Limited Guaranty, and (z) satisfaction of the Guaranteed Obligation by the Guarantors or Buyer.

(b)In the event that Seller, any of its Representatives or any of their respective Affiliates commences any Action (i) asserting that the provisions of this Limited Guaranty are illegal, invalid or unenforceable in whole or in part or that the Guarantors are liable in excess of or to a greater extent than the Cap, (ii) against any Guarantor or any Guarantor Affiliate arising under, or in connection with, this Limited Guaranty, the Purchase Agreement, the Financing Commitments or any of the transactions contemplated hereby or thereby, other than a Retained Claim, and in the case of (i) or (ii) Seller shall not have filed documents necessary to effect the dismissal of such unauthorized Action within ten (10) Business Days after receipt of written demand for such withdrawal by Buyer, or (iii) in respect of a Retained Claim in any jurisdiction other than Delaware, then (x) the obligations of the Guarantors under this Limited Guaranty shall terminate ab initio and be null and void, (y) if any Guarantor has previously made any payments under this Limited Guaranty, such Guarantor shall be entitled to recover such payments from Seller, and (z) none of the Guarantors, Buyer nor any Guarantor Affiliate shall have any liability to Seller or any of its Affiliates under this Limited Guaranty or with respect to the Purchase Agreement, the Financing Commitments or the transactions contemplated hereby or thereby. Upon the request of any Guarantor after any valid termination of the obligations and liabilities of the Guarantors pursuant to the provisions of this Section 6, Seller shall provide such Guarantor with written confirmation of such termination.

7.Continuing Guaranty. Except to the extent that the obligations and liabilities of the Guarantors are terminated pursuant to the provisions of Section 6 hereof, this Limited Guaranty is a continuing one and shall remain in full force and effect until the indefeasible payment and satisfaction in full of the Guaranteed Obligation, shall be binding upon each Guarantor, its successors and permitted assigns, and shall inure to the benefit of, and be enforceable by, Seller and its successors and permitted transferees and assigns. All obligations to which this Limited Guaranty applies or may apply under the terms hereof shall be conclusively presumed to have been created in reliance hereon. Notwithstanding anything to the contrary contained in this Limited Guaranty, Seller hereby agrees that to the extent Buyer is relieved of any of its representations, warranties, covenants or agreements contained in the Purchase Agreement so as to render any continuing liability or obligations arising in connection with the Purchase Agreement inapplicable or Buyer is relieved of its payment obligation under Section 11.3(a) of the Purchase Agreement, each Guarantor shall be similarly relieved of their applicable Guaranteed Obligation under this Limited Guaranty.

8.Release. By its acceptance of this Limited Guaranty, to the maximum extent permitted by Law, Seller, on its own behalf and, on behalf of its Representatives and their respective Representatives (collectively, the “Releasing Persons”) hereby waives each and every right of recovery against each Guarantor and each Guarantor Affiliate under or in connection with or related to this Limited Guaranty, the Purchase Agreement, the Financing Commitments or the transactions contemplated hereby or thereby or otherwise relating thereto and hereby releases each Guarantor and each Guarantor Affiliate from and with respect to any claim, known or unknown, now existing or hereafter arising, in connection with this Limited Guaranty, the Purchase Agreement, the Financing Commitments or any of the transactions contemplated hereby or thereby or otherwise relating thereto, whether by or through attempted piercing of the corporate (or limited liability company or partnership) veil, by or through a claim by or on behalf of any Guarantor, Buyer or any other Person against any Guarantor or any Guarantor Affiliate, or otherwise under any theory of law or equity (the “Released Claims”); provided that the foregoing shall not limit, and the Released Claims shall not include, any of the Retained Claims. Without otherwise limiting the generality of the foregoing or any rights or remedies available to any Guarantor or any Guarantor Affiliate, Seller agrees, on its own behalf and on behalf of the other Releasing Persons, that this Limited Guaranty shall serve as a complete defense to any Released Claim (but expressly excluding any Retained Claim) against any Guarantor or any Guarantor Affiliate.

9.Entire Agreement. This Limited Guaranty, together with the Purchase Agreement (including all exhibits, schedules and ancillary documents contemplated thereby), the NDA and the Equity Commitment Letter, constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, among Buyer and the Guarantors or any Guarantor Affiliate, on the one hand, and Seller or any of its Affiliates, on the other hand. No representations, warranties, covenants, understandings or agreements, oral or otherwise, relating to the transactions contemplated by this Limited Guaranty exist between any of the parties hereto except as expressly set forth in this Limited Guaranty, the Equity Commitment Letter and the Purchase Agreement.

10.Amendments and Waivers. No amendment or waiver of any provision of this Limited Guaranty will be valid and binding unless it is in writing and signed, in the case of an amendment, by the Guarantors and Seller, or in the case of waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation of, or default under, this Limited Guaranty, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation or default hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power or remedy under this Limited Guaranty will operate as a waiver thereof.

11.No Third Party Beneficiaries. Except (a) for the provisions of this Limited Guaranty which reference Guarantor Affiliates (each of which shall be for the benefit of and enforceable by each Guarantor Affiliate) and (b) each parties’ respective permitted legal successors and permitted assigns, the parties hereby agree that their respective representations, warranties and covenants set forth herein are solely for the benefit of the other parties hereto, in accordance with and subject to the terms of this Limited Guaranty, and this Limited Guaranty is not intended to, and does not, confer upon any Person other than the parties hereto and the Guarantor Affiliates any rights or remedies hereunder, including the right to rely upon the representations and warranties set forth herein.

12.Counterparts and Delivery by Electronic Transmission. This Limited Guaranty and any amendments or waivers hereto may be executed in any number of counterparts, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument binding upon all of the parties hereto notwithstanding the fact that all parties are not signatory to the original or the same counterpart. For purposes of this Limited Guaranty, electronic and .PDF signatures shall be deemed originals. This Limited Guaranty will become effective when duly executed by each party hereto.

13.Notices. All notices, requests, consents, claims, demands, waivers and other communications under this Limited Guaranty shall be in writing and shall be deemed to have been duly given when delivered personally (with written confirmation of receipt if delivered by courier), when sent by electronic mail (with confirmation of transmission), one (1) Business Day after being sent by a nationally recognized overnight courier service (providing written proof of delivery) or three (3) Business Days after being mailed by certified or registered mail, return receipt requested, with postage prepaid to the parties at the following addresses (or at such other address for a party as shall be specified by like notice):

a.If to any Guarantor (addressed in such Guarantor’s name):

c/o Madison Dearborn Partners, LLC

Three First National Plaza

Suite 4600

70 West Madison Street

Chicago, Illinois 60602

Attention: Thomas S. Souleles

Richard H. Copans

Drew Macha

Legal Department

E‑mail: tsouleles@MDCP.com

rcopans@MDCP.com

dmacha@MDCP.com

legal@MDCP.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

Facsimile: (312) 862‑2200

Attention: Richard J. Campbell, P.C.

Jon‑Micheal A. Wheat, P.C.

Aisha P. Lavinier

E‑mail: rcampbell@kirkland.com

jwheat@kirkland.com

aisha.lavinier@kirkland.com

a.If to Buyer:

SIRVA Worldwide, Inc.

One Parkview Plaza

Oakbrook Terrace, Illinois 60181

Attention: Jeff Margolis

E-mail: jeff.margolis@sirva.com

with a copy to (which shall not constitute notice):

Kirkland & Ellis LLP

300 N. LaSalle Street

Chicago, Illinois 60654

Attention: Richard J. Campbell, P.C.

Jon‑Micheal A. Wheat, P.C.

Aisha P. Lavinier

E‑mail: rcampbell@kirkland.com

jwheat@kirkland.com

aisha.lavinier@kirkland.com

a.If to Seller:

Realogy Holdings Corp.

175 Park Avenue

Madison, NJ 07940

Attention: Executive Vice President and General Counsel

E-mail: marilyn.wasser@realogy.com

with a copy (which shall not constitute notice) to:

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, New York 10036

Attention: Thomas W. Greenberg

E-mail: thomas.greenberg@skadden.com

14.Governing Law. THIS LIMITED GUARANTY AND ALL ACTIONS, PROCEEDINGS OR COUNTERCLAIMS (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY, OR THE ACTIONS OF SELLER OR THE GUARANTORS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAWS PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.

15.Jurisdiction; Venue; Service of Process. Each of the parties hereto (a) irrevocably consents to the service of the summons and complaint and any other process in any action or proceeding relating to this Limited Guaranty or the transactions contemplated hereby, for and on behalf of itself or any of its properties or assets, in accordance with Section 13, and nothing in this Section 15 shall affect the right of any party to serve legal process in any other manner permitted by applicable Law; (b) irrevocably submits itself and its properties and assets to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any federal court sitting in the State of Delaware) for the purpose of any Action or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Limited Guaranty or the actions of the parties hereto in the negotiation, administration, performance and enforcement of this Limited Guaranty and the transaction contemplated hereby; (c) consents to submit itself to the personal jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept or does not have jurisdiction over a particular matter, the Superior Court of the State of Delaware or any federal court sitting in the State of Delaware) for the purpose of any Action or counterclaim; (d) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court; (e) waives any objection that it may now or hereafter have to the venue of any such Action in any such court or that such Action was brought in an inconvenient court and agrees not to plead or claim the same; and (f) agrees that it will not bring any Action or counterclaim relating to this Limited Guaranty or the transactions contemplated hereby in any court other than the aforesaid courts. The parties hereto hereby consent to and grant any such court jurisdiction over the Person of such parties and, to the extent permitted by Law, over the subject matter of such dispute and agree that mailing of process or other papers in connection with any such Action in the manner provided in Section 13 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.

16.Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTY OR THE ACTIONS OF THE PARTIES HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT OF THIS LIMITED GUARANTY AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HEREBY CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY SUCH ACTION, SEEK TO ENFORCE THE FOREGOING WAIVER.

17.Representations and Warranties. Each Guarantor hereby represents and warrants to Seller with respect to itself that (a) it has all limited partnership power and authority to execute, deliver and perform this Limited Guaranty; (b) the execution, delivery and performance of this Limited Guaranty by such Guarantor has been duly and validly authorized and approved by all necessary limited partnership action, and no other proceedings or actions on the part of such Guarantor are necessary therefor; (c) this Limited Guaranty has been duly and validly executed and delivered by it and constitutes a valid and legally binding obligation of it, enforceable against such Guarantor in accordance with its terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect affecting creditors’ rights generally, or by principles governing the availability of equitable remedies; (d) the execution, delivery and performance by such Guarantor of this Limited Guaranty do not and will not (i) contravene, conflict with or result in any violation of any provision of the organizational documents of the Guarantor, (ii) contravene, conflict with or result in any violation of any applicable Law, rule, regulation, decree, order or judgment binding on such Guarantor or its assets or (iii) contravene, conflict with or result in any violation of or default (with or without notice or lapse of time or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of any benefit under, any contract or agreement to which such Guarantor is a party; (e) such Guarantor has the financial capacity to pay and perform its obligations under this Limited Guaranty, and all funds necessary for such Guarantor to fulfill its Guaranteed Obligation under this Limited Guaranty shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect in accordance with the terms hereof; (f) such Guarantor’s Pro Rata Percentage of the Cap is less than the maximum amount that such Guarantor is permitted to invest in any one portfolio investment pursuant to the terms of its constituent documents or otherwise; and (g) such Guarantor has uncalled capital commitments (subject only to any customary notification procedures to call such commitments) or otherwise has available unrestricted funds in excess of such Guarantor’s Pro Rata Percentage of the Cap hereunder plus the aggregate amount of all other commitments and obligations it currently has outstanding, and such funds shall be available to such Guarantor for so long as this Limited Guaranty shall remain in effect.

18.No Assignment. Neither the Guarantors nor Seller may assign their respective rights, interests or obligations hereunder to any other Person (except by operation of applicable Law) without the prior written consent of Seller (in the case of an assignment by any Guarantor) or the Guarantors (in the case of an assignment by Seller); provided, however, that the Guarantors may assign their rights, interests, and obligations hereunder, without the prior written consent of Seller, to any Affiliate of the Guarantors; provided, further, that in the case of assignments under the immediately foregoing proviso, notwithstanding any other provision hereof, no such assignment of any of the Guarantors’ rights, interests, or obligations hereunder will relieve the Guarantors of any of their liability or obligations hereunder until such obligations are performed in full by the assignee in accordance with the terms of this Limited Guaranty; provided, further, that no such action shall be taken if reasonably likely to materially delay, prevent, impair or impede the consummation of the Transaction. Subject to the preceding sentence, this Limited Guaranty shall be binding upon, inure to the benefit of, and be enforceable by the parties and their respective permitted legal successors and permitted assigns. Any assignment or attempted assignment in violation of this Section 18 shall be null and void.

19.Severability. Any term or provision of this Limited Guaranty that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction; provided, however, that this Limited Guaranty may not be enforced without giving effect to the limitation of the amount payable hereunder with respect to the Guaranteed Obligation provided in Section 1 hereof and to the provisions of Sections 2, 4, 5 and 8 hereof. No party hereto shall assert, and each party shall cause its respective Affiliates, members, securityholders and representatives not to assert, that this Limited Guaranty or any part hereof is invalid, illegal or unenforceable.

20.Confidentiality. This Limited Guaranty shall be treated as confidential and is being provided to Seller solely in connection with the execution and delivery of the Purchase Agreement. This Limited Guaranty may not be used, circulated, quoted or otherwise referred to in any document (other than the Purchase Agreement and the Financing Commitments), except with the written consent of the Guarantors and Seller; provided that no such written consent shall be required (and the Guarantors, Seller and its Affiliates shall be free to release such information) in connection with any Action to enforce this Limited Guaranty, the Equity Commitment Letter, or the Purchase Agreement, in connection with the approval or consummation of the Transaction or for disclosures to such Person’s respective Representatives, so long as such Persons agree to keep such information confidential on terms substantially identical to the terms contained in this Section 20; provided, further, that the Guarantors, Sellers and their respective Affiliates may disclose this Limited Guaranty to the extent required by Law, the applicable rules of any national securities exchange or as required or requested by the SEC in connection with any SEC filings relating to the Transaction.

21.Headings. The headings contained in this Limited Guaranty are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

22.Relationship of the Parties; Several Liability. Each party acknowledges and agrees that (a) this Limited Guaranty is not intended to, and does not, create any agency, partnership, fiduciary or joint venture relationship between or among any of the parties hereto and neither this Limited Guaranty nor any other document or agreement entered into by any party hereto relating to the subject matter hereof shall be construed to suggest otherwise, (b) the obligations of each of the Guarantors under this Limited Guaranty are solely contractual in nature and (c) the determination of each of the Guarantors was independent of each other. Notwithstanding anything to the contrary contained in this Limited Guaranty, the liability of each Guarantor hereunder shall be several, not joint and several, based upon its respective Pro Rata Percentage and no Guarantor shall be liable for any amount hereunder in excess of its Pro Rata Percentage of the Cap. The “Pro Rata Percentage” for each Guarantor is as set forth below:


Madison Dearborn Capital Partners VII‑A, L.P.			65.300340%
Madison Dearborn Capital Partners VII‑C, L.P.			28.423040%
Madison Dearborn Capital Partners VII Executive‑A, L.P.			6.276620%

In no event shall Buyer or any Guarantor be considered an “Affiliate,” “member,” “securityholder” or “representative” of Seller or a Releasing Person for any purpose of this Limited Guaranty. Nothing herein shall be deemed to limit, amend or release any rights of Buyer under the Debt Financing Commitments.

23.Financing Commitments. Seller hereby acknowledges that it has received fully executed copies of the Financing Commitments and acknowledges and agrees that, except as expressly and to the extent provided in the Purchase Agreement and Section 7 of the Equity Commitment Letter and subject to all of the terms, conditions and limitations herein and therein, nothing contained herein or therein shall entitle Seller or any of its Affiliates to (a) enforce specifically the Financing Commitments or (b) otherwise have any rights as a third party beneficiary or otherwise against the Guarantors or any other Person under the Financing Commitments.

* * * * *

IN WITNESS WHEREOF, the undersigned have executed and delivered this Limited Guaranty as of the date first written above.

GUARANTORS:

MADISON DEARBORN CAPITAL

PARTNERS VII‑A, L.P.

By: Madison Dearborn Partners VII-A&C, L.P.

Its: General Partner

By: Madison Dearborn Partners, LLC

Its: General Partner

By: _________________________________

Its: Managing Director

MADISON DEARBORN CAPITAL

PARTNERS VII-C, L.P.

By: Madison Dearborn Partners VII-A&C, L.P.

Its: General Partner

By: Madison Dearborn Partners, LLC

Its: General Partner

By: ________________________________

Its: Managing Director

MADISON DEARBORN CAPITAL

PARTNERS VII EXECUTIVE-A, L.P.

By: Madison Dearborn Partners VII-A&C, L.P.

Its: General Partner

By: Madison Dearborn Partners, LLC

Its: General Partner

By: _________________________________

Its: Managing Director

Accepted and agreed as of November 6, 2019

SELLER:

REALOGY HOLDINGS CORP.

By: _____________________________

Name:

Title:

EXHIBIT G

Form of Deferred Payment Amount Agreement

GLOBAL RELOCATION AND MOVING SERVICES, LP

One Parkview Plaza

Oakbrook Terrace, IL 60181

November 6, 2019

Realogy Holdings Corp.

Attention: Executive Vice President and General Counsel

Ladies and Gentlemen:

Reference is hereby made to that certain Purchase and Sale Agreement, dated as of November 6, 2019 (as amended, modified and/or waived from time to time in accordance with its terms, the “Purchase Agreement”), by and between SIRVA Worldwide, Inc., a Delaware corporation (“Buyer”), and Realogy Holdings Corp., a Delaware corporation (“Seller”), providing for the acquisition of all of the issued and outstanding common shares, par value $0.01 per share, of Cartus Corporation (the “Shares”), after giving effect to the Restructuring, in each case, on the terms and subject to the conditions set forth in the Purchase Agreement. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Purchase Agreement.

In connection with the consummation of the transactions contemplated by the Purchase Agreement, Global Relocation and Moving Services, LP, a Delaware limited partnership and the parent company of Buyer (“Parent”), and Seller hereby agree as follows:

1.Deferred Payment. As additional consideration for the Shares and subject to the terms and conditions set forth in this letter agreement, Seller shall be entitled to receive from Parent an additional payment in an amount equal to the Deferred Payment Amount (the “Deferred Payment”), by wire transfer of immediately available funds to an account designated in writing by Seller, such amount to be paid no later than the earlier of (i) two (2) Business Days after the consummation of a Sale of Parent, and (ii) such earlier date that Parent determines to make the Deferred Payment.

2.No Distributions. Until the Deferred Payment is paid in full, Parent shall not declare or make any dividend, distribution or other similar payment in respect of its equity securities or repurchase or redeem any of its equity securities (other than any repurchase or redemption of equity securities from former employees of (or independent contractors to) Parent or any of its Subsidiaries upon termination of employment or other service that is permitted under the terms of Buyer’s first lien credit agreement), in each case without the prior written consent of Seller.

3.Certain Acknowledgements and Agreements. Seller hereby acknowledges and agrees, for itself and on behalf of its Representatives and their respective successors and assigns, as follows: (i) the obligation of Parent to pay the Deferred Payment shall not be represented by any form of certificate or other instrument, is not guaranteed or secured in any fashion and shall be the obligation solely of Parent and of no other Person; (ii) the right to receive the Deferred Payment is solely an unsecured contractual right and is not a security for purposes of any federal or state securities laws (and shall confer upon Seller only the rights of a general unsecured creditor under applicable federal or state law, subject to the restrictions set forth herein); (iii) no duty (whether arising under law or otherwise) shall be deemed owed by Parent or any of its Affiliates (including indirectly through Parent) by virtue of the covenants and agreements of Parent hereunder, (iv) the Deferred Payment shall not at any time constitute or be deemed to be any equity interest in Parent, nor be converted into or exchanged (directly or indirectly and whether in connection with any bankruptcy, insolvency or otherwise) for any equity interest in Parent, nor entitle the holder thereof to any dividend rights, voting rights, liquidation rights, preemptive rights or other rights or powers common to holders of Parent’s or any of its Affiliates’ equity interests, other than the right to receive payment of money as described in this letter agreement; (v) the Deferred Payment may not be sold, assigned, pledged, gifted, conveyed, transferred or otherwise disposed, except as permitted pursuant to Section 13.4 of the Purchase Agreement, and any attempted such transfer in violation of this Agreement shall be null and void; and (vi) no interest is payable with respect to the Deferred Payment (except as provided in the definition of Deferred Payment Amount).

4.Treatment of Deferred Payment. All payments made under this letter agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes unless otherwise required by applicable law.

5.Certain Definitions. As used in this letter agreement, the following terms have the respective meanings set forth below.

“Base Amount” means $25,000,000.

“Deferred Payment Amount” means (i) if the Deferred Payment is made to Seller on or prior to the first anniversary of the Closing Date, an amount equal to the Base Amount; (ii) if the Deferred Payment is made to Seller after the first anniversary of the Closing Date and on or prior to the second anniversary of the Closing Date, an amount equal to $26,000,000; and (iii) if the Deferred Payment is made to Seller after the second anniversary of the Closing Date, an amount equal to the sum of (x) the Base Amount plus (y) a notional amount accruing on a daily basis at the rate of 8% per annum, compounded annually, during the period from the Closing Date until the second anniversary of the Closing Date, and at the rate of 10% per annum, compounded annually, from and after the second anniversary of the Closing Date until the date on which the Deferred Payment Amount is paid in full hereunder.

“Sale of Parent” means (i) a direct or indirect sale or disposition, in one or a series of transactions, of all or substantially all of the assets (including equity interests in Subsidiaries) of Parent and its Subsidiaries on a consolidated basis, whether through a sale or transfer of assets, distribution, public offering, merger, consolidation or other business combination, (ii) any transaction or series of related transactions that results in any Person or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and the rules or regulations promulgated thereunder), other than the limited partners of Parent as of the Effective Date and their Affiliates, becoming the beneficial owner of more than 50% of the equity securities of Parent (whether measured by vote or value) in the aggregate or (iii) Madison Dearborn Partners ceasing to have a direct or indirect interest in Parent or Buyer.

6.Assignment. This letter agreement and the rights hereunder are not assignable (by operation of Law or otherwise) by either party unless such assignment is consented to in writing by the other party. Any attempted assignment in violation of this Section 6 shall be void ab initio.

7.Miscellaneous. The terms of Sections 13.2 (Notices), 13.3 (Severability), 13.5 (Headings), 13.6 (Waiver and Amendment), 13.7 (Third Party Beneficiaries), 13.8 (Specific Performance and Other Equitable Relief), 13.9 (Choice of Law), 13.10 (Consent to Jurisdiction), 13.11 (Waiver of Jury Trial), 13.12 (Counterparts; Electronic Signatures), 13.13 (Entire Agreement) and 13.16 (Non-Recourse) of the Purchase Agreement are hereby incorporated herein by reference, mutatis mutandis (it being understood that all references to “Buyer” therein shall be replaced with “Parent” for purposes of incorporating such terms herein), as if set forth herein and shall apply to this letter agreement.

If you agree that this letter agreement sets forth your understanding and agreement with respect to the matters set forth herein, please execute a copy of this letter agreement in the space provided below.

Sincerely,

GLOBAL RELOCATION AND MOVING SERVICES, LP

By: Global Relocation and Moving Services GP, LLC Its: General Partner

By:

Name:

Title:

Agreed and Accepted by:

REALOGY HOLDINGS CORP.

By:

Name:

Title:


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Exhibit No.						Description
2.1						Purchase and Sale Agreement, dated as of November 6, 2019, by and between SIRVA Worldwide, Inc. and Realogy Holdings Corp.*
99.1						Press Release, dated November 7, 2019
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).


2019 Audited Financial Statements			Section 7.4(c)
2019 Bonus			Section 8.1(k)(i)
2019 Bonuses			Section 8.1(k)(i)
2020 Pro Rata Bonus			Section 8.1(k)(ii)
Accounting Principles			Section 1.1
Acquired Companies			Section 1.1
Action			Section 1.1
Additional Purchase Price			Section 3.5(d)
Affiliate			Section 1.1
Affiliated Contracts			Section 4.21(a)
Affiliated Group			Section 1.1
Affinity Program			Section 1.1
Agreed Communications Plans			Section 1.1
Agreement			Preamble
Allocation			Section 9.1(b)
Alternative Financing			Section 7.3(c)
Anti-Bribery Laws			Section 1.1
Antitrust Laws			Section 1.1
Assigned Contracts			Section 7.13(c)
Balance Sheet			Section 4.6
Balance Sheet Date			Section 4.6
Business			Section 1.1
Business Day			Section 1.1
Business Employees			Section 4.14
Business Equity Interests			Section 4.5(a)
Business Plan			Section 1.1
Buyer			Preamble
Buyer 401(k) Plan			Section 8.1(i)
Buyer Assumed Employee Liabilities			Section 8.1(d)
Buyer Benefit Plan			Section 8.1(c)
Buyer Confidential Information			Section 7.16(b)
Buyer Fundamental Representations			Section 1.1
Buyer Indemnified Person			Section 9.5(a)
Buyer Indemnified Persons			Section 9.5(a)
Buyer Released Matters			Section 7.19(b)
Buyer Released Party			Section 7.19(b)
Buyer Releasing Party			Section 7.19(b)
Buyer’s FSA			Section 8.1(j)
Buyer-Filed Tax Return			Section 9.2(a)(ii)
Calculation Time			Section 1.1
Cartus			Recitals
Cartus Marks			Section 7.22


Claims			Section 7.19(a)
Closing			Section 2.3(a)
Closing Cash			Section 3.5(a)
Closing Date			Section 2.3(a)
Closing Date Payment			Section 3.1
Closing Indebtedness			Section 3.5(a)
Closing Net Securitization Asset Amount			Section 3.5(a)
Closing Net Working Capital			Section 3.5(a)
Closing Transaction Expenses			Section 3.5(a)
Code			Section 1.1
Confidential Information			Section 1.1
Confidentiality Agreement			Section 1.1
Consents			Section 1.1
Continuation Period			Section 8.1(b)
Continuing Employee			Section 1.1
Contract			Section 1.1
Covered Persons			Section 7.5(a)
Credit Support Documents			Section 4.21(d)
Credit Support Obligations			Section 4.21(d)
Damages			Section 1.1
Danbury Government Grant			Section 1.1
Danbury Sublease Agreement			Section 7.8
Data Security Requirements			Section 1.1
Debt Commitment Letter			Section 6.6(a)
Debt Financing			Section 6.6(a)
Debt Financing Commitments			Section 6.6(a)
Debt Financing Sources			Section 1.1
Deferred Payment Amount			Section 1.1
Deferred Payment Amount Agreement			Section 1.1
Designated Premises			Section 7.8
Direct Claim			Section 12.4(a)
Disclosing Party			Section 7.16(d)
Dispute Notice			Section 3.5(b)
Employee Benefit Plan			Section 1.1
Encumbrance			Section 1.1
Environmental Law			Section 1.1
Equity Financing			Section 6.6(a)
Equity Financing Commitments			Section 6.6(a)
Equity Financing Sources			Section 6.6(a)
ERISA			Section 1.1
ERISA Affiliates			Section 1.1
Estimated Cash			Section 3.2
Estimated Closing Date Payment			Section 3.2
Estimated Closing Statement			Section 3.2
Estimated Indebtedness			Section 3.2


Estimated Net Securitization Asset Amount			Section 3.2
Estimated Net Working Capital			Section 3.2
Estimated Transaction Expenses			Section 3.2
Excluded Assets			Section 1.1
Export-Import Laws			Section 1.1
Final Closing Date Payment			Section 3.5(c)
Financing			Section 6.6(a)
Financing Commitments			Section 6.6(a)
FIRPTA Certificate			Section 2.4(b)(iv)
Foreign Cash			Section 7.20
Foreign Plan			Section 1.1
Fraud			Section 1.1
GAAP			Section 1.1
Government Contract			Section 1.1
Governmental Entity			Section 1.1
Governmental Official			Section 1.1
Guarantors			Recitals
Hazardous Materials			Section 1.1
Held Asset			Section 7.9(a)(i)
HSR Act			Section 1.1
Inactive Employee			Section 8.1(a)
Indebtedness			Section 1.1
Indemnification Claim			Section 12.5(a)
Indemnified Taxes			Section 1.1
Indemnitor			Section 1.1
Initial Purchase Price			Section 1.1
Insurance Policies			Section 4.19
Intellectual Property			Section 1.1
IRS			Section 1.1
Irving Sublease Agreement			Section 7.8
Knowledge of Seller			Section 1.1
Labor Agreement			Section 4.15(a)
Law			Section 1.1
Leased Real Properties			Section 4.13(b)
Liability			Section 1.1
Limited Guaranty			Recitals
Marketing Period			Section 1.1
Material Adverse Effect			Section 1.1
Material Contract			Section 4.10(a)
Net Securitization Asset Amount			Section 1.1
Net Working Capital			Section 1.1
Non-Assignable Asset			Section 2.2(c)
Non-Recourse Person			Section 13.16


Notice of Claim			Section 12.4(a)
Noticed Pre-Closing Claim			Section 7.18
OFAC			Section 1.1
Offer			Section 8.1(b)
Offer Employees			Section 8.1(a)
Omitted Asset			Section 7.9(a)(ii)
Order			Section 1.1
Organizational Documents			Section 1.1
Other Party’s Marks			Section 7.22
Outside Date			Section 11.1(a)
Overdraft Facility			Section 1.1
Parties			Preamble
Party			Preamble
Payoff Letter			Section 7.21(a)
Per Diem Taxes			Section 9.5(b)(i)
Permits			Section 4.17(b)
Permitted Encumbrance			Section 1.1
Person			Section 1.1
Post-Closing Tax Period			Section 1.1
PRC			Section 1.1
Pre-Closing Claims			Section 7.18
Pre-Closing Policies			Section 7.18
Pre-Closing Tax Period			Section 1.1
Preliminary Closing Statement			Section 3.5(a)
Project Catch			Section 1.2(s)
Proposed Allocation			Section 9.1(b)
Public Notice 7			Section 1.1
Purchase Price			Section 1.1
R&W Insurance Policy			Section 1.1
R&W Insurer			Section 1.1
Real Property Leases			Section 4.13(b)
Realogy Marks			Section 7.22
Receiving Party			Section 7.16(d)
Replacement Contract			Section 7.7(a)
Representatives			Section 1.1
Required Amount			Section 6.6(c)
Required Financial Information			Section 7.4(c)
Required Third Party Consents			Section 7.7(b)
Restricted Activities			Section 7.11(d)
Restricted Period			Section 7.11(c)
Restructuring			Section 2.2(a)
Retained Business			Section 1.1
Retained Liabilities			Section 1.1


Retention Pool Amount			Section 1.1
Sanctioned Country			Section 1.1
Sanctioned Person			Section 1.1
Sanctions Laws			Section 1.1
SEC			Section 1.1
Section 338 Forms			Section 9.1(a)
Section 338(h)(10) Elections			Section 9.1(a)
Section 338(h)(10) Entities			Section 9.1(a)
Securities Act			Section 1.1
Securitization Commitment Letter			Section 6.6(a)
Seller			Preamble
Seller 401(k) Plan			Section 8.1(i)
Seller Confidential Information			Section 7.16(c)
Seller Disclosure Letter			Section 1.1
Seller Fundamental Representations			Section 1.1
Seller Guarantees			Section 1.1
Seller Indemnified Person			Section 7.14
Seller Indemnified Persons			Section 7.14
Seller Plan			Section 1.1
Seller Released Matters			Section 7.19(a)
Seller Released Party			Section 7.19(a)
Seller Releasing Party			Section 7.19(a)
Seller’s FSA			Section 8.1(j)
Settlement Accountant			Section 3.5(c)
Shared Contract Rights			Section 7.7(a)
Shared Contracts			Section 7.7(a)
Shares			Recitals
Shortfall Amount			Section 3.5(e)
Shortfall Transfer			Section 7.20
Skadden			Section 13.14
Software			Section 1.1
Straddle Period			Section 1.1
Sublease Agreements			Section 7.8
Subsidiary			Section 1.1
Systems			Section 1.1
Target Net Securitization Asset Amount			Section 1.1
Target Net Working Capital			Section 1.1
Tax			Section 1.1
Tax Filing Party			Section 9.1(d)
Tax Period			Section 1.1
Tax Proceeding			Section 1.1
Tax Return			Section 1.1
Taxing Authority			Section 1.1


Terminating Agreements			Section 7.13(a)
Termination Fee			Section 11.3(a)
Third Party			Section 1.1
Third Party Claim			Section 12.5(a)
Trade Control Laws			Section 4.17(c)
Transaction			Section 1.1
Transaction Documents			Section 1.1
Transaction Expenses			Section 1.1
Transfer Taxes			Section 9.2(c)
Transition Services Agreement			Section 1.1
Treasury Regulations			Section 1.1
U.K. Documents			Section 1.1
U.S.			Section 1.1
Unaudited Financial Statements			Section 4.6
WARN Act			Section 1.1
Willful Breach			Section 1.1


Item 1.01.			Entry into a Material Definitive Agreement. .


Item 7.01.			Regulation FD Disclosure.