INDENTURE Dated as of August 24, 2023 Among ANYWHERE REAL ESTATE GROUP LLC, ANYWHERE CO-ISSUER CORP., ANYWHERE INTERMEDIATE HOLDINGS LLC, ANYWHERE REAL ESTATE INC., THE NOTE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO, THE BANK OF NEW YORK MELLON...Indenture • August 25th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York
INDENTURE, dated as of August 24, 2023, among Anywhere Real Estate Group LLC, a Delaware limited liability company (the “Issuer”), Anywhere Co-Issuer Corp., a Florida corporation (the “Co-Issuer” and, together with the Issuer, the “Issuers”), Anywhere Real Estate Inc., a Delaware corporation and the indirect parent of the Issuer (“Holdings”), Anywhere Intermediate Holdings LLC, a Delaware limited liability company, the Note Guarantors (as defined herein) listed on the signature pages hereto, and The Bank of New York Mellon Trust Company, N.A., as Trustee, and The Bank of New York Mellon Trust Company, N.A., as Collateral Agent.
COLLATERAL AGREEMENT dated and effective as of August 24, 2023 among ANYWHERE INTERMEDIATE HOLDINGS LLC, as Guarantor ANYWHERE REAL ESTATE GROUP LLC, each other Grantor party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Collateral AgentCollateral Agreement • August 25th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York
COLLATERAL AGREEMENT, dated and effective as of August 24, 2023 (this “Agreement”), among ANYWHERE INTERMEDIATE HOLDINGS LLC, a Delaware limited liability company (“Intermediate Holdings”), ANYWHERE REAL ESTATE GROUP LLC, a Delaware limited liability company (the “Company”), each Subsidiary Grantor identified on the signature pages hereto and party hereto (together with Intermediate Holdings, the Company and any other entity that may become a party hereto as provided herein, the “Grantors”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as collateral agent (in such capacity, the “Collateral Agent”) for the Secured Parties (as defined below).
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT among ANYWHERE REAL ESTATE GROUP LLC, the other Loan Parties party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent and Initial First Lien Priority Representative, THE BANK OF NEW YORK MELLON...Intercreditor Agreement • August 25th, 2023 • Anywhere Real Estate Group LLC • Real estate agents & managers (for others) • New York
FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT, dated as of August 24, 2023 (as amended, restated, amended and restated, extended, supplemented or otherwise modified from time to time, this “Agreement”) among Anywhere Real Estate Group LLC (the “Borrower”), and each of the other Loan Parties (as defined below) from time to time party hereto, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent for the First Lien Priority Secured Parties under the Term Loan B/Revolving Credit Agreement (as each term is defined below) (in such capacity, with its successors and assigns, the “Term Loan B/RC Agent”) and as administrative agent and collateral agent for the First Lien Priority Secured Parties under the Term Loan A Credit Agreement (as defined below) (in such capacity, with its successors and assigns, the “Term Loan A Agent”), The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Second Lien Priority Secured Parties under the Initial Second Lien Priori
