Guarantee And Collateral Agreement Dated As of April 10, 2007

Exhibit 10.3

EXECUTION COPY


GUARANTEE AND COLLATERAL AGREEMENT

dated and effective as of

April 10, 2007

among

DOMUS INTERMEDIATE HOLDINGS CORP.,

as Guarantor

REALOGY CORPORATION,

as Borrower

each Grantor

party hereto

and

JPMORGAN CHASE BANK, N.A.,

as Administrative Agent

Table of Contents Page

ARTICLE I

Definitions

SECTION 1.01. Credit Agreement 1 SECTION 1.02. Other Defined Terms 1

ARTICLE II

Guarantee

SECTION 2.01. Guarantee 8 SECTION 2.02. Guarantee of Payment 8 SECTION 2.03. Reinstatement 9 SECTION 2.04. Agreement To Pay; Contribution; Subrogation 9 SECTION 2.05. Information 9 SECTION 2.06. Maximum Liability 9 SECTION 2.07. Payment Free and Clear of Taxes 10 SECTION 2.08. Additional Borrowers or Subsidiary Parties 10

ARTICLE III

Pledge of Securities

SECTION 3.01. Pledge 10 SECTION 3.02. Delivery of the Pledged Collateral 12 SECTION 3.03. Representations, Warranties and Covenants 13 SECTION 3.04. Registration in Nominee Name; Denominations 14 SECTION 3.05. Voting Rights; Dividends and Interest, Etc 14

ARTICLE IV

Security Interests in Other Personal Property

SECTION 4.01. Security Interest 17 SECTION 4.02. Representations and Warranties 20 SECTION 4.03. Covenants 23 SECTION 4.04. Other Actions 26 SECTION 4.05. Covenants Regarding Patent, Trademark and Copyright Collateral 26

ARTICLE V

Remedies

SECTION 5.01. Remedies Upon Default 28


i SECTION 5.02. Application of Proceeds 30 SECTION 5.03. Securities Act, Etc 32

ARTICLE VI

Indemnity, Subrogation and Subordination SECTION 6.01. Indemnity 33 SECTION 6.02. Contribution and Subrogation 33 SECTION 6.03. Subordination; Subrogation 33

ARTICLE VII

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


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Schedules

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

Exhibits

Exhibit I Form of Supplement to the Guarantee and Collateral Agreement Exhibit II Apple Ridge Securitization Documents Exhibit III Kenosia Securitization Documents


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GUARANTEE AND COLLATERAL AGREEMENT, dated and effective as of April 10, 2007 (this " Agreement" ), among DOMUS INTERMEDIATE HOLDINGS CORP. (" Holdings" ), REALOGY CORPORATION, (the " Borrower" ), each Subsidiary Loan Party identified herein and party hereto (together with Holdings, the Borrower and any other entity that may become a party hereto as provided herein, the " Grantors" ) and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent (in such capacities, the " Administrative Agent" ) for the Secured Parties (as defined below).

PRELIMINARY STATEMENT Reference is made to the Credit Agreement dated as of April 10, 2007 (as amended, restated, supplemented, waived or otherwise modified from time to time, the " Credit Agreement" ), among Holdings, the Borrower, the Lenders party thereto from time to time, the Administrative Agent, and the other parties thereto. The Lenders and the Issuing Banks have agreed to extend credit to the Borrower subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders and the Issuing Banks to extend such credit are conditioned upon, among other things, the execution and delivery of this Agreement. Holdings and the other Guarantors are affiliates of the Borrower, will derive substantial benefits from the extension of credit to the Borrower pursuant to the Credit Agreement and are willing to execute and deliver this Agreement in order to induce the Lenders and the Issuing Banks to extend such credit. In connection with the granting of a security interest in the Shared Collateral to secure the Loan Obligations, the Note Grantors are required by Section 4.07 of the Existing Senior Notes Indenture to grant an equal and ratable security interest in the Shared Collateral to secure the Note Obligations.

Now therefore, in consideration of the mutual covenants and agreements of the parties and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

ARTICLE I

Definitions SECTION 1.0 1. Credit Agreement. (a) Capitalized terms used in this Agreement and not otherwise defined herein have the respective meanings assigned thereto in the Credit Agreement. All terms defined in the New York UCC (as defined herein) and not defined in this Agreement have the meanings specified therein. The term " instrument" shall have the meaning specified in Article 9 of the New York UCC.

(b) The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Agreement.

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

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

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

" Additional Secured Loan Party" means (a) with respect to any obligation referred to in clause (c) of the definition of the term " Borrower Obligations" , any Affiliate of a Lender or any Affiliate of the Administrative Agent, in each case that is a party to a Swap Agreement with a Loan Party or a Subsidiary and to which any such obligation is owed, (b) with respect to any obligation referred to in clause (d) of the definition of the term " Borrower Obligations" , any person to which any such obligation (to the extent that such obligation may be guaranteed and/or secured hereunder) is owed, or (c) with respect to any obligation referred to in clause (e) of the definition of the term " Borrower Obligations" , any person to which such obligation (to the extent such obligation may be guaranteed and/or secured hereunder) is owed. " Administrative Agent" has the meaning assigned to such term in the introductory paragraph of this Agreement.

" Article 9 Collateral" means the Loan Party Article 9 Collateral and the Shared Article 9 Collateral.

" Borrower" has the meaning assigned to such term in the introductory paragraph of this Agreement.

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


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

" Collateral" means the Article 9 Collateral and the Pledged Collateral.

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

" Copyrights" means all of the following now owned or hereafter acquired by any Grantor: (a) all copyright rights in any work subject to the copyright laws of the United States or any other country, whether as author, assignee, transferee or otherwise; (b) all registrations and applications for registration of any such Copyright in the United States or any other country, including registrations, supplemental registrations and pending applications for registration in the United States Copyright Office and the right to obtain all renewals thereof, including those listed on Schedule II ; (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing; and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

" Credit Agreement" has the meaning assigned to such term in the preliminary statement of this Agreement.

" Existing Notes Holder" means each " Holder" (as defined in the Existing Senior Notes Indenture).


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" Existing Notes Trustee" means Wells Fargo Bank, National Association, in its capacity as trustee under the Existing Senior Notes Indenture, and its successors and assigns.

" Federal Securities Laws" has the meaning assigned to such term in Section 4.03.

" General Intangibles" means all " General Intangibles" as defined in the New York UCC, including all choses in action and causes of action and all other intangible personal property of any Grantor of every kind and nature (other than Accounts) now owned or hereafter acquired by any Grantor, including corporate or other business records, indemnification claims, contract rights (including rights under IP Agreements, leases, whether entered into as lessor or lessee, Swap Agreements and other agreements), Intellectual Property, goodwill, registrations, franchises, tax refund claims and any guarantee, claim, security interest or other security held by or granted to any Grantor to secure payment by an Account Debtor of any of the Accounts.

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

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


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the Credit Agreement (provided that in no event shall the holders of such other Indebtedness in the aggregate have the right to receive proceeds from any realization upon the Collateral or payments from the Guarantors in respect of claims in excess of $25.0 million in the aggregate from the enforcement of any remedies available to the Secured Parties under all of the Loan Documents except with respect to any such holder that has executed an intercreditor agreement with the Administrative Agent in form and substance satisfactory to the Administrative Agent). " Guarantors" means the collective reference to each Grantor other than the Borrower; provided that the term " Guarantors" shall include the Borrower in the case of the obligations of the other Loan Parties and the other Subsidiaries described in clause (b) of the definition of the term " Guarantor Obligations" . " Holdings" has the meaning assigned to such term in the introductory paragraph of this Agreement. " Intellectual Property" means all intellectual property of every kind and nature now owned or hereafter acquired by any Grantor, including, inventions, designs, Patents, Copyrights, Trademarks, Patent Licenses, Copyright Licenses, Trademark Licenses, trade secrets, domain names, confidential or proprietary technical and business information, know-how, show-how or other data or information and all related documentation.

" Intellectual Property Security Agreement" means a security agreement in the form hereof or a short form hereof, in each case, which form shall be reasonably acceptable to the Administrative Agent. " IP Agreements" means all Copyright Licenses, Patent Licenses, Trademark Licenses, and all other agreements, permits, consents, orders and franchises relating to the license, development, use or disclosure of any Intellectual Property to which a Grantor, now or hereafter, is a party or a beneficiary, including, without limitation, the agreements set forth on Schedule II hereto.

" Loan Obligations" means (a) in the case of the Borrower, the Borrower Obligations, and (b) in the case of each Guarantor, its Guarantor Obligations.

" Loan Party Article 9 Collateral" has the meaning assigned to such term in Section 4.01(a).

" Loan Party Collateral" means the Loan Party Article 9 Collateral and the Loan Party Pledged Collateral.

" Loan Party Pledged Collateral" has the meaning assigned to such term in Section 3.01(a).

" Loan Party Pledged Debt" has the meaning assigned to such term in Section 3.01(a).


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" Loan Party Pledged Debt Securities" has the meaning assigned to such term in Section 3.01(a).

" Loan Party Pledged Stock" has the meaning assigned to such term in Section 3.01(a).

" Loan Party Security Interest" has the meaning assigned to such term in Section 4.01(a).

" New York UCC" means the Uniform Commercial Code as from time to time in effect in the State of New York.

" Note Grantors" means the Borrower and the Significant Subsidiaries. In accordance with Sections 4.02(g) and 4.03(i), the Borrower lists on Schedule VI , to its knowledge, the Significant Subsidiaries as of the Closing Date and from time to time thereafter; provided that neither the inaccuracy of the representation in Section 4.02(g) nor the Borrower' s failure to comply with Section 4.03(i) shall impair the validity of the security interest granted hereby. " Note Obligations" means, in the case of each Note Grantor, the due and punctual payment by the Borrower of the principal of, interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on and other amounts owing from time to time under or on the Existing Senior Notes, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise.

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

" Permitted Liens" means any Lien permitted by Section 6.02 of the Credit Agreement.


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" Pledged Collateral" means the Loan Party Pledged Collateral and the Shared Pledged Collateral.

" Pledged Debt Securities" means the Loan Party Pledged Debt Securities and the Shared Pledged Debt Securities.

" Pledged Securities" means any promissory notes, stock certificates or other certificated securities now or hereafter included in the Pledged Collateral, including all certificates, instruments or other documents representing or evidencing any Pledged Collateral. " Pledged Stock" means the Loan Party Pledged Stock and the Shared Pledged Stock. " Secured Loan Parties" means (a) the Lenders, the Agents and the Additional Secured Loan Parties, (b) each Issuing Bank, (c) the beneficiaries of each indemnification obligation undertaken by any Loan Party under any Loan Document and (d) the successors and permitted assigns of each of the foregoing. " Secured Note Parties" means the Existing Notes Holders and the Existing Notes Trustee. " Secured Obligations" means the Loan Obligations and the Note Obligations. " Secured Parties" means the Secured Loan Parties and the Secured Note Parties. " Security Interest" means the Loan Party Security Interest and the Shared Security Interest. " Shared Article 9 Collateral" has the meaning assigned to such term in Section 4.01(b). " Shared Collateral" means the Shared Article 9 Collateral and the Shared Pledged Collateral. " Shared Pledged Collateral" has the meaning assigned to such term in Section 3.01(b). " Shared Pledged Debt" has the meaning assigned to such term in Section 3.01(b). " Shared Pledged Debt Securities" has the meaning assigned to such term in Section 3.01(b). " Shared Pledged Stock" has the meaning assigned to such term in Section 3.01(b). " Shared Security Interest" has the meaning assigned to such term in Section 4.01(b).

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" Significant Subsidiary" means any Grantor that is a " Significant Subsidiary" under the Existing Senior Notes Indenture.

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

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

" Trademarks" means all of the following now owned or hereafter acquired by any Grantor: (a) all trademarks, service marks, corporate names, company names, business names, fictitious business names, domain names, trade styles, trade dress, logos, other source or business identifiers, designs and general intangibles of like nature, now existing or hereafter adopted or acquired, all registrations thereof (if any), and all registration and recording applications filed in connection therewith, including registrations and registration applications in the United States Patent and Trademark Office or any similar offices in any State of the United States or any other country or any political subdivision thereof (except for " intent-to-use" applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. a7 1051, unless and until an Amendment to Allege Use or a Statement of Use under Sections 1(c) and 1(d) of Lanham Act has been filed, such exception to exist solely to the extent and for the duration, if any, that the pledge under Section 3.01 of an " intent-to-use" application prior to such filing would violate the Lanham Act), and all renewals thereof, including those listed on Schedule II , (b) all goodwill associated therewith or symbolized thereby, (c) all claims for, and rights to sue for, past or future infringements of any of the foregoing and (d) all income, royalties, damages and payments now or hereafter due and payable with respect to any of the foregoing, including damages and payments for past or future infringement thereof.

ARTICLE II

Guarantee

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

SECTION 2.02. Guarantee of Payment . Each Guarantor further agrees that its guarantee hereunder constitutes a guarantee of payment when due (whether at the stated


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maturity, by acceleration or otherwise) and not of collection, and waives any right to require that any resort be had by the Administrative Agent or any other Secured Loan Party to any security held for the payment of the Borrower Obligations or to any balance of any deposit account or credit on the books of the Administrative Agent or any other Secured Loan Party in favor of the Borrower or any other person.

SECTION 2.03. Reinstatement. Each Guarantor agrees that its guarantee hereunder shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Borrower Obligation is rescinded or must otherwise be restored by the Administrative Agent or any other Secured Loan Party upon the bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise.

SECTION 2.04. Agreement To Pay; Contribution; Subrogation. In furtherance of the foregoing and not in limitation of any other right that the Administrative Agent or any other Secured Loan Party has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Borrower or any other Loan Party to pay any Borrower Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice of prepayment or otherwise, each Guarantor hereby promises to and will forthwith pay, or cause to be paid, to the Administrative Agent for distribution to the applicable Secured Loan Parties in cash the amount of such unpaid Guarantor Obligation. Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Loan Party under this guarantee, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor so as to maximize the aggregate amount paid to the Secured Loan Parties under or in respect of the Loan Documents. Upon payment by any Guarantor of any sums to the Administrative Agent as provided above, all rights of such Guarantor against the Borrower or any other Guarantor arising as a result thereof by way of right of subrogation, contribution, reimbursement, indemnity or otherwise shall in all respects be subject to Article VI.

SECTION 2.05. Information. Each Guarantor assumes all responsibility for being and keeping itself ...