Registration Rights Agreement for 11.50% Senior Notes Due 2017



 Exhibit 4.66 
 11.50% Senior Notes due 2017 
 REGISTRATION RIGHTS AGREEMENT

 by and among 
 Realogy Corporation 
 Domus Holdings Corp. 

the subsidiaries of Realogy Corporation parties hereto 
 and 
 J.P. Morgan Securities LLC 

Credit Suisse Securities (USA) LLC 
 Goldman, Sachs & Co. 
 Dated as of January 5, 2011 








 REGISTRATION RIGHTS AGREEMENT 

This Registration Rights Agreement (this “Agreement”) is made and entered into as of January 5, 2011, by and among
Realogy Corporation, a Delaware corporation (the “Company”), Domus Holdings Corp., a Delaware corporation and the indirect parent of the Company (“Holdings”), the subsidiaries of the Company listed on Schedule A
hereto (collectively, together with Holdings, the “Guarantors”), J.P. Morgan Securities LLC, Credit Suisse Securities (USA) LLC. and Goldman, Sachs & Co. (each a “Dealer Manager” and, collectively, the
“Dealer Managers”), each of whom has agreed to act as a dealer manager pursuant to the Dealer Manager Agreement (as defined below) with respect to the Company’s offer to exchange (the “Senior Notes Exchange
Offer”) its 11.50% Senior Notes due 2017 (the “Initial Notes”) issued by the Company and fully and unconditionally guaranteed by the Guarantors (the “Guarantees”) for certain of its 10.50% Senior Notes due
2014 (the “Outstanding Securities”) and the Company’s concurrent solicitation of consents to amend the indenture pursuant to which the Outstanding Securities were issued (the “Solicitations”). The Initial Notes
and the Guarantees thereof are herein collectively referred to as the “Initial Securities”. 
 This Agreement
is made pursuant to the Dealer Manager Agreement, dated November 30, 2010 (the “Dealer Manager Agreement”), among the Company, the Guarantors and the Dealer Managers for the benefit of the holders from time to time of the
Initial Securities. In connection with the Dealer Manager Agreement and the Senior Notes Exchange Offer, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this
Agreement is a condition to the obligations of the Dealer Managers set forth in Section 6(h) of the Dealer Manager Agreement. 
 The parties hereby agree as follows: 
 SECTION 1.
Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: 

Additional Interest: Any additional interest payable with respect to the Transfer Restricted Securities due to an increase in
interest rate pursuant to Section 5 hereof. 
 Advice: As defined in Section 6 hereof. 

Agreement: As defined in the preamble hereto. 
 Broker-Dealer: Any broker or dealer registered under the Exchange Act. 

Business Day: Any day other than a Saturday, Sunday or U.S. federal holiday or a day on which banking institutions or trust
companies located in New York, New York are authorized or obligated to be closed. 
 Closing Date: The date of this
Agreement. 
 Commission: The Securities and Exchange Commission. 

Company: As defined in the preamble hereto. 







 Consummate: A registered Exchange Offer shall be deemed “Consummated” for
purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Securities to be issued in the Exchange Offer, (ii) the
maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to
the registrar under the Indenture of Exchange Securities in the same aggregate principal amount as the aggregate principal amount of Initial Securities that were tendered by Holders thereof pursuant to the Exchange Offer. 

Dealer Manager Agreement: As defined in the preamble hereto. 

Dealer Managers: As defined in the preamble hereto. 
 Delay Period: As defined in Section 6 hereof. 
 Exchange Act:
The Securities Exchange Act of 1934, as amended. 
 Exchange Offer: The registration by the Company and the
Guarantors under the Securities Act of the Exchange Securities pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding
Transfer Restricted Securities held by such Holders for Exchange Securities in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. 

Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related
Prospectus. 
 Exchange Securities: The 11.50% Senior Notes due 2017 of the same series under the Indenture as the
Initial Notes and the Guarantees thereof, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. 
 FINRA: The Financial Industry Regulatory Authority, Inc. 
 Free Writing
Prospectus: Any free writing prospectus, as such term is defined in Rule 405 under the Securities Act, relating to any portion of the Securities. 
 Guarantees: As defined in the preamble hereto. 
 Guarantors: As
defined in the preamble hereto. 
 Holders: As defined in Section 2(b) hereof. 

Holdings: As defined in the preamble hereto. 
 Indemnified Holder: As defined in Section 8(a) hereof. 

  
 3 








 Indenture: The Indenture dated as of January 5, 2011, by and among the Company,
the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), pursuant to which the Initial Securities and the Exchange Securities are to be issued, as such Indenture is amended or supplemented from
time to time in accordance with the terms thereof. 
 Initial Notes: As defined in the preamble hereto. 

Initial Securities: As defined in the preamble hereto. 
 Other Notes: the Company’s $129,579,298 aggregate principal amount of 12.00% Senior Notes due 2017 and $10,282,000 aggregate principal amount of 13.375% Senior Subordinated Notes due 2018.

 Outstanding Securities: As defined in the preamble hereto. 

Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political
subdivision thereof. 
 Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by
any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. 
 Registration Default: As defined in Section 5 hereof. 

Registration Statement: Any registration statement of the Company and the Guarantors relating to (a) an offering of Exchange
Securities pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to a Shelf Registration Statement, which is filed pursuant to the provisions of this Agreement, in each case, including the
Prospectus included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. 
 Securities: The Exchange Securities and/or any Transfer Restricted Securities registered pursuant to a Shelf Registration Statement. 

Securities Act: The Securities Act of 1933, as amended. 
 Senior Notes Exchange Offer: As defined in the preamble hereto. 
 Shelf
Registration Statement: As defined in Section 4(a) hereof. 
 Solicitations: As defined in the preamble hereto.

 10-K Filing Date: As defined in Section 3(a) hereof. 

Transfer Restricted Securities: Each Initial Security, until the earliest to occur of (a) the date on which such Initial
Security is exchanged in the Exchange Offer for an Exchange Security entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial
Security has been 

  
 4 








 
effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (c) the date on which such securities cease to be outstanding (whether
as a result of a repurchase, cancellation or otherwise). 
 Trust Indenture Act: The Trust Indenture Act of 1939, as
amended. 
 Trustee: As defined in the definition of Indenture above. 

Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter
for reoffering to the public. 
 SECTION 2. Securities Subject to this Agreement.  

(a) Transfer Restricted Securities. The securities entitled to the benefits of this Agreement are the Transfer Restricted
Securities. 
 (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted
Securities (each, a “Holder”) whenever such Person owns Transfer Restricted Securities. 

SECTION 3. Registered Exchange Offer.  

(a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in
Section 6(a) hereof have been complied with), each of the Company and the Guarantors shall (i) file a Registration Statement filed under the Securities Act relating to the Exchange Securities and the Exchange Offer with the Commission on
or prior to 15 days after the date that the Company would be obligated to file its Form 10-K for the year ended December 31, 2010 with the Commission if the Company were a non-accelerated filer subject to Sections 13 or 15(d) of the Exchange
Act (the “10-K Filing Date”), (ii) cause such Registration Statement to become effective as promptly as possible (unless it becomes effective automatically upon filing), but in no event later than 120 days after the 10-K Filing
Date (or if such 120th day is not a Business Day, the next succeeding Business Day) and (iii) in connection with the foregoing, (A) file all pre-effective amendments to such Registration Statement as may be necessary in order to cause such
Registration Statement to become effective, (B) file, if applicable, a post-effective amendment to such Registration Statement pursuant to Rule 430B under the Securities Act and (C) cause all necessary filings in connection with the
registration and qualification of the Exchange Securities to be made under the state securities or blue sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer, and (iv) upon the effectiveness of such
Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Securities to be offered in exchange for the Transfer Restricted Securities and to permit resales of
Initial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 
 (b) The Company and the Guarantors
shall cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the
Exchange Offer; provided, however, that in no event shall such period be less 

  
 5 








 
than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No
securities other than the Exchange Securities and the exchange securities to be issued to holders in exchange for Other Notes, pursuant to registration rights agreements dated the date hereof shall be included in the Exchange Offer Registration
Statement. The Company shall cause the Exchange Offer to be Consummated on the earliest practicable date after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the date notice of the
Exchange Offer is required to be mailed to the Holders. 
 (c) The Company shall indicate in a “Plan of Distribution”
section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Securities that are Transfer Restricted Securities and that were acquired for its own account as a result of
market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company) may exchange such Initial Securities pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be
an “underwriter” within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Securities received by such Broker-Dealer in
the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such “Plan of Distribution” section shall also
contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such “Plan of Distribution” shall not name any such Broker-Dealer or
disclose the amount of Initial Securities held by any such Broker-Dealer except to the extent required by the Commission. 

Each of the Company and the Guarantors shall keep the Exchange Offer Registration Statement continuously effective, supplemented and
amended as required by the provisions of Section 6(c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities acquired by Broker-Dealers for their own accounts as a result of market-making activities or
other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of
(i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading
activities. 
 The Company shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly
upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 
 SECTION 4. Shelf Registration. 
 (a) Shelf
Registration. If (i) the Company and the Guarantors are not required to file the Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy
(after the procedures set forth in Section 6(a) hereof have been complied with), (ii) for any reason the Exchange Offer is not Consummated within 30 Business Days after the date notice of the Exchange Offer is


  
 6 








 
required to be mailed to the Holders or (iii) with respect to any Holder of Transfer Restricted Securities (A) such Holder is prohibited by applicable law or Commission policy from
participating in the Exchange Offer, or (B) such Holder may not resell the Exchange Securities acquired by it in the Exchange Offer to the public without delivering a prospectus (other than by reason of such Holder’s status as an affiliate
of the Company) and the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder, or (C) such Holder is a Broker-Dealer and holds Initial Securities acquired directly from
the Company or one of its affiliates, then, upon such Holder’s request prior to the 20th day following consummation of the Exchange Offer, the Company and the Guarantors shall: 

(x) cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an
amendment to the Exchange Offer Registration Statement (in either event, the “Shelf Registration Statement”) as soon as practicable but in any event on or prior to the later of (x) 90 days after such filing obligation arises
(or if such 90th day is not a Business Day, the next succeeding Business Day) and (y) 15 days after the 10-K Filing Date (or if such 15th day is not a Business Day, the next succeeding Business Day), which Shelf Registration Statement shall
provide for resales of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof (but shall not include any other securities unless approved by a majority of the Holders
whose Transfer Restricted Securities are to be covered by such Shelf Registration Statement); and 
 (y) cause
such Shelf Registration Statement to be declared effective by the Commission as promptly as possible (unless it becomes effective automatically upon filing), and in any event on or prior to the later of (x) 120 days after the 10-K Filing Date
(or if such 120th day is not a Business Day, the next succeeding Business Day) and (y) 180 days after such obligation to file such Shelf Registration Statement arises (or if such 180th day is not a Business Day, the next succeeding Business
Day). 
 Each of the Company and the Guarantors shall keep such Shelf Registration Statement continuously effective,
supplemented and amended as required by the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Initial Securities by the Holders of Transfer Restricted Securities entitled to the
benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two
years following the effective date of such Shelf Registration Statement (or shorter period that will terminate when all the Initial Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration
Statement). During the period during which the Company and the Guarantors are required to maintain an effective Shelf Registration Statement pursuant to this Agreement, the Company and the Guarantors will, prior to the expiration of that Shelf
Registration Statement, file, cause to be declared effective (unless it becomes effective automatically upon filing) within a period that avoids any interruption in the ability of Holders of Securities covered by the expiring Shelf Registration
Statement to make registered dispositions, a new registration statement relating to the Securities, which shall be deemed the “Shelf Registration Statement” for purposes of this Agreement. 

  
 7 








 (b) Provision by Holders of Certain Information in Connection with the Shelf Registration
Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within
20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein or amendment or
supplement thereto or Free Writing Prospectus. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to make the information previously
furnished to the Company by such Holder not materially misleading. 
 SECTION 5. Additional
Interest. If (i) any of the Registration Statements required by this Agreement has not been filed within 15 days after the 10-K Filing Date, (ii) any of the Registration Statements required by this Agreement has not been declared
effective by the Commission (or become automatically effective) within 120 days after the 10-K Filing Date, (iii) the Exchange Offer has not been Consummated within 160 days after the 10-K Filing Date with respect to the Exchange Offer
Registration Statement or (iv) any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by
a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared or automatically becomes effective (except in the case of a Registration Statement that ceases to be effective or usable as
specifically permitted by the last paragraph of Section 6 hereof) (each such event referred to in clauses (i) through (iv), a “Registration Default”), the Company hereby agrees that the interest rate borne by the Transfer
Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by 0.25% per annum at the end of each subsequent 90-day period, but in
no event shall such increase exceed 1.00% per annum. Following the earliest of (x) the cure of all Registration Defaults relating to any particular Transfer Restricted Securities, (y) the date on which such Transfer Restricted
Security ceases to be a Transfer Restricted Security and (z) the date that is two years after the Closing Date, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such
Transfer Restricted Securities and the accrual of Additional Interest will cease with respect to such Transfer Restricted Security; provided, however, that if, after any such reduction in interest rate, a different Registration Default
occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions. All accrued Additional Interest will be paid by the Company and the Guarantors on each interest payment
date to the Holder in the same manner as interest is paid under the Indenture. 
 Notwithstanding the foregoing, (i) the
amount of Additional Interest payable shall not increase because more than one Registration Default has occurred and is pending and (ii) a Holder of Transfer Restricted Securities that is not entitled to the benefits of the Shelf Registration
Statement (because, e.g., such Holder has not elected to include information or has not timely delivered such information to the Company pursuant to Section 4(b) hereof) shall not be entitled to Additional Interest with respect to a
Registration Default that pertains to the Shelf Registration Statement. 

  
 8 








 All obligations of the Company and the Guarantors set forth in the first paragraph of this
Section 5 that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such security shall have
been satisfied in full. 
 SECTION 6. Registration Procedures. 

(a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with
all of the provisions of Section 6(c) hereof, shall effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the
following provisions: 
 (i) If in the reasonable opinion of counsel to the Company there is a question as to
whether the Exchange Offer is permitted by applicable law, each of the Company and the Guarantors hereby agrees to seek a favorable decision from the Commission allowing the Company and the Guarantors to Consummate an Exchange Offer for such Initial
Securities. Each of the Company and the Guarantors hereby agrees to pursue the issuance of such a decision to the Commission staff level but shall not be required to take commercially unreasonable action to effect a change of Commission policy. Each
of the Company and the Guarantors hereby agrees, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company setting forth the legal bases,
if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a favorable resolution by the Commission staff of such submission. 

(ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of
Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company (which may be contained in the letter of transmittal contemplated by the Exchange Offer
Registration Statement) to the effect that (A) it is not an affiliate of the Company, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of
the Exchange Securities to be issued in the Exchange Offer and (C) it is acquiring the Exchange Securities in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the
Company’s preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange
Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings
Corporation (available May 13, 1988), as interpreted in the Commission’s letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause
(i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction should be covered by an
effective registration statement containing the selling 

  
 9 








 
security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Securities obtained by such Holder in exchange for Initial Securities
acquired by such Holder directly from the Company. 
 (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, each of the Company and the Guarantors shall comply with all the provisions of Section 6(c) hereof and shall effect such registration (unless automatically declared effective) to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto each of the Company and the Guarantors will as expeditiously as is commercially reasonable prepare and file with the
Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of
distribution thereof. 
 (c) General Provisions. In connection with any Registration Statement and any Prospectus
required by this Agreement to permit the sale or resale of Transfer Restricted Securities and any Free Writing Prospectus (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Initial
Securities by Broker-Dealers and any Free Writing Prospectus related thereto), each of the Company and the Guarantors shall: 
 (i) use its commercially reasonable efforts to keep such Registration Statement continuously effective during the period required by this Agreement and provide all requisite financial statements
(including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors for the period specified in Section 3 or 4 hereof, as applicable); upon the occurrence of any event that would cause any such
Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement,
the Company shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B) use its commercially reasonable
efforts to cause such amendment to be declared effective (unless automatically declared effective) and such Registration Statement and the related Prospectus to become usable for their intended purpose(s) as soon as practicable thereafter;

 (ii) prepare and file with the Commission such amendments and post-effective amendments to the applicable
Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted
Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully
with the applicable provisions of Rules 424, 430A and 430B under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement
during the applicable period in accordance with the intended method or methods of distribution by 

  
 10 









 
the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; 
 (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus, any Prospectus supplement, any
post-effective amendment or any Free Writing Prospectus has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for
amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration
Statement under the Securities Act, of the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the
preceding purposes, of the issuance by the Commission of a notification of objection to the use of the form on which the Registration Statement has been filed, or of the happening of any event that causes the Company to become an “ineligible
issuer,” as defined in Rule 405 under the Securities Act and (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or
supplement thereto or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any
time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement or a notification of objection to the use of the form on which the Registration Statement has been filed or if any state securities commission
or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or blue sky laws, each of the Company and the Guarantors shall use its
commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest practicable time; 
 (iv) (A) furnish without charge to each of the Dealer Managers, each selling Holder named in any Registration Statement that has requested such copies, if any, and each of the underwriter(s), if any,
before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the
initial filing of such Registration Statement), which documents will be subject to the review and comment of such requesting Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the
Company will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which a Dealer Manager of Transfer
Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy
transmission within such period). The objection of a Dealer Manager or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, 

  
 11 









 
amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; 

(B) furnish without charge to each of the Dealer Managers before filing with the Commission, a copy of any Free Writing
Prospectus, which will be subject to the consent of the Dealer Managers, and the Company will not file any such Free Writing Prospectus to which the Dealer Managers of Transfer Restricted Securities covered by such Registration Statement have not
consented (such consent not to be unreasonably withheld, conditioned or delayed); 
 (v) promptly prior to the
filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Dealer Managers, each selling Holder named in any Registration Statement that has requested such
documents, if any, and to the underwriter(s), if any, make the Company’s and the Guarantors’ representatives available for discussion of such document and other customary due diligence matters, subject to customary confidentiality
agreements, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; 
 (vi) make available, subject to customary confidentiality agreements, at reasonable times for inspection by the Dealer Managers, the managing underwriter(s), if any, participating in any disposition
pursuant to such Registration Statement and any attorney or accountant retained by such Dealer Managers or any of the underwriter(s), all financial and other records, pertinent corporate documents and properties of each of the Company and the
Guarantors, and cause the Company’s and the Guarantors’ officers, directors and employees to supply all information, in each case as shall be reasonably necessary to enable any such Holder, underwriter, attorney or accountant to exercise
any applicable responsibilities in connection with such Registration Statement or any post-effective amendment thereto subsequent to the filing thereof and prior to its effectiveness and to participate in meetings with investors to the extent
reasonably requested by the managing underwriter(s), if any; 
 (vii) if requested by any selling Holders or the
underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request
to have included therein, including, without limitation, information relating to the “Plan of Distribution” of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being
sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective
amendment as soon as practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; 
 (viii) cause the Transfer Restricted Securities covered by the Registration Statement to be rated with the appropriate rating agencies, if so requested by the Holders


  
 12 









 
of a majority in aggregate principal amount of Securities covered thereby or the underwriter(s), if any; 
 (ix) furnish to each Dealer Manager, each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of
each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); 

(x) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the
Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; each of the Company and the Guarantors hereby consents to the use of the Prospectus and any amendment or supplement
thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; 

(xi) enter into such agreements (including an underwriting agreement), and make such representations and warranties, and
take all such other commercially reasonable actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Shelf Registration Statement contemplated by this Agreement, all to
such extent as may be reasonably requested by any Dealer Manager or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Shelf Registration Statement contemplated by this Agreement; and
whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Registration, each of the Company and the Guarantors shall: 

(A) furnish to each Dealer Manager, each selling Holder and each underwriter, if any, in such substance and scope as they
may reasonably request and as are customarily made by issuers to underwriters in primary underwritten offerings, upon the date of the effectiveness of the Shelf Registration Statement: 

(1) a certificate, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by
(y) in the case of the Company, the President or any Vice President and a principal financial or accounting officer and (z) in the case of the Guarantors, the President or any Vice President, in each case, confirming, as of the date
thereof, the matters set forth in Section 6(e) of the Dealer Manager Agreement and such other matters as such parties may reasonably request; 
 (2) if requested by a majority of selling Holders, an opinion, dated the date of effectiveness of the Shelf Registration Statement, as the case may be, of (i) counsel for the Company and the
Guarantors, covering the matters set forth in the opinion delivered pursuant to Section 6(c) of the Dealer Manager Agreement and (ii) the General Counsel of the Company and the Guarantors, covering matters set forth in the opinion
delivered 

  
 13 









 
pursuant to Section 6(c) of the Dealer Manager Agreement and such other matters customarily covered in opinions requested in similar offerings, and in each case, including a statement to the
effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, representatives of the
underwriter(s), if any, and counsel to the underwriter(s), if any, in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements
contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing, no facts came to such counsel’s attention that
caused such counsel to believe that the applicable Shelf Registration Statement, (A) at the date of the opinion and at the time such Shelf Registration Statement or any post-effective amendment thereto became effective and (B) at the
applicable time identified by such Holders or managing underwriters, in the case of (A) and (B) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the
statements therein not misleading, or that the Prospectus contained in such Shelf Registration Statement as of its date contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements
therein not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and
schedules and other financial or statistical data included in any Shelf Registration Statement contemplated by this Agreement or the related Prospectus, and such opinions may be further subject to assumptions and qualifications substantially similar
to those set forth in the opinions delivered pursuant to Sections 6(c) of the Dealer Manager Agreement; and 

(3) a customary comfort letter, dated the date of effectiveness of the Shelf Registration Statement, from the
Company’s independent accountants, in the customary form and covering matters of the type customarily requested to be covered in comfort letters by underwriters in connection with primary underwritten offerings, and covering or affirming the
matters set forth in the comfort letter delivered pursuant to Section 6(d) of the Dealer Manager Agreement, without exception; 
 (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be
indemnified pursuant to said Section; and 
 (C) deliver such other documents and certificates as may be
reasonably requested by such parties to evidence compliance with Section 6(c)(xi)(A) hereof and with any customary conditions contained in the underwriting agreement or 

  
 14 









 
other agreement entered into by the Company or any of the Guarantors pursuant to this Section 6(c)(xi), if any. 

If at any time the representations and warranties of the Company and the Guarantors contemplated in
Section 6(c)(xi)(A)(1) hereof cease to be true and correct, the Company or the Guarantors shall so advise the Dealer Managers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such
advice in writing; 
 (xii) prior to any public offering of Transfer Restricted Securities, cooperate with the
selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the state securities or blue sky laws of such jurisdictions as the selling
Holders or underwriter(s), if any, may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement;
provided, however, that none of the Company or the Guarantors shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits
or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; 
 (xiii) issue, upon the request of any Holder of Initial Securities covered by the Shelf Registration Statement, Exchange Securities having an aggregate principal amount equal to the aggregate principal
amount of Initial Securities surrendered to the Company by such Holder in exchange therefor or being sold by such Holder, such Exchange Securities to be registered in the name of such Holder or in the name of the purchaser(s) of such Securities, as
the case may be; in return, the Initial Securities held by such Holder shall be surrendered to the Company for cancellation; 
 (xiv) subject to the terms of the Indenture, cooperate with the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer
Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two
Business Days prior to any sale of Transfer Restricted Securities made by such Holders or underwriter(s); 
 (xv)
use its commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in Section 6(c)(xii) hereof; 

(xvi) if any fact or event contemplated by Section 6(c)(iii)(D) hereof shall exist or have occurred, prepare a
supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file 

  
 15 









 
any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein not misleading; 
 (xvii) provide a
CUSIP number for all Securities not later than the effective date of the Registration Statement covering such Securities and provide the Trustee under the applicable Indenture with printed certificates for such Securities which are in a form
eligible for deposit with The Depository Trust Company and take all other action necessary to ensure that all such Securities are eligible for deposit with The Depository Trust Company; 

(xviii) cooperate and assist in any filings required to be made with FINRA and in the performance of any due diligence
investigation by any underwriter (including any “qualified independent underwriter”) that is required to be retained in accordance with the rules and regulations of FINRA; 

(xix) otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the
Commission, and make generally available to its security holders, as soon as practicable, a consolidated earning statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of
any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm commitment or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the
Company’s first fiscal quarter commencing after the effective date of the Registration Statement; 
 (xx)
cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate with the Trustee and the Holders of
Securities to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust Indenture Act; and to execute, and to use its commercially reasonable efforts to cause the Trustee
to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; and 

(xxi) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of
Section 13 and Section 15 of the Exchange Act. 
 Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof, such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable
Registration Statement until such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the “Advice”) by the Company that the
use of the Prospectus may 

  
 16 









 
be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. If so directed by the Company, each Holder will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such notice. In the
event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days (a “Delay
Period”) during the period from and including the date of the giving of such notice pursuant to Section 6(c)(iii)(D) hereof to and including the date when each selling Holder covered by such Registration Statement shall have received
the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; provided that there shall not be more than 75 days of Delay Periods during any 12-month period; provided
further, however, that (except as provided in Section 5(iv) hereof) no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest,
it being agreed that the Company’s option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5 hereof. 

SECTION 7. Registration Expenses. 

(a) All expenses incident to the Company’s and the Guarantors’ performance of or compliance with this Agreement will be borne
by the Company and the Guarantors, jointly and severally, regardless of whether a Registration Statement becomes effective, including, without limitation: (i) all registration and filing fees and expenses (including filings made by any of the
Dealer Managers or any Holder with FINRA (and, if applicable, the fees and expenses of any “qualified independent underwriter”, and one counsel to such person, that may be required by the rules and regulations of FINRA)); (ii) all
fees and expenses of compliance with federal securities and state securities or blue sky laws (including the reasonable fees and disbursements of one counsel to the Holders of Transfer Restricted Securities); (iii) all expenses of printing
(including printing certificates for the Exchange Securities to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the
Guarantors and, subject to Section 7(b) hereof, one counsel to the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Securities on a securities exchange or automated
quotation system pursuant to the requirements thereof, if required to so list; and (vi) all fees and disbursements of independent certified public accountants of the Company and the Guarantors (including the expenses of any special audit and
comfort letters required by or incident to such performance). 
 Each of the Company and the Guarantors will, in any event, bear
its internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company or the Guarantors. 
 (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors, jointly and severally, will reimburse the Dealer Managers and the Holders of Transfer
Restricted Securities being tendered in the 

  
 17 









 
Exchange Offer and/or resold pursuant to the “Plan of Distribution” contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as
applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Simpson Thacher & Bartlett LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer
Restricted Securities for whose benefit such Registration Statement is being prepared. 
 SECTION 8.
Indemnification. 
 (a) The Company and the Guarantors, jointly and severally, agree to indemnify and hold harmless
(i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being
hereinafter referred to as a “controlling person”) and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any controlling person (any Person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an “Indemnified Holder”), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, judgments, actions and expenses (including, without
limitation, and as incurred, reimbursement of all reasonable costs of investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body,
commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), joint or several, directly or indirectly caused by, related to, based upon, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in any Registration Statement, Prospectus (or any amendment or supplement thereto) or Free Writing Prospectus, or any omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by an untrue statement or omission or alleged untrue statement or omission that is made in
reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability that the Company or
any of the Guarantors may otherwise have. 
 In case any action or proceeding (including any governmental or regulatory
investigation or proceeding) shall be brought or asserted against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder shall promptly notify the Company and the
Guarantors in writing; provided, however, that the failure to give such notice shall not relieve any of the Company or the Guarantors of its obligations pursuant to this Agreement. Such Indemnified Holder shall have the right to employ its
own counsel in any such action and the fees and expenses of such counsel shall be paid, as incurred, by the Company and the Guarantors (regardless of whether it is ultimately determined that an Indemnified Holder is not entitled to indemnification
hereunder). The Company and the Guarantors shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations
or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for such Indemnified Holders, which firm shall be designated by the Holders. The Company and
the Guarantors shall be liable for any settlement of any such action or proceeding effected with the 

  
 18 









 
Company’s and the Guarantors’ prior written consent, which consent shall not be withheld unreasonably, and each of the Company and the Guarantors agrees to indemnify and hold harmless
any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company and the Guarantors. The Company and the Guarantors shall not, without
the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination includes an unconditional release of each Indemnified Holder from all liability arising out
of such action, claim, litigation or proceeding, and does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any Indemnified Holder. 

(b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company, the
Guarantors and their respective directors, officers of the Company and the Guarantors who sign a Registration Statement, and any Person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Company or any of the Guarantors, and the respective officers, directors, partners, employees, representatives and agents of each such Person, to the same extent as the foregoing indemnity from the Company and the Guarantors to each of the
Indemnified Holders, but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought
against the Company, the Guarantors or their respective directors or officers or any such controlling person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties
given the Company and the Guarantors, and the Company, the Guarantors, their respective directors and officers and such controlling person shall have the rights and duties given to each Holder by the preceding paragraph. 

(c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or
(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities, judgments, actions or expenses referred to therein, then each applicable indemnifying party, in lieu of
indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits
received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Senior Notes Exchange Offer and Solicitations and the transactions contemplated thereby (which in the case of the Company and the Guarantors
shall be deemed to be equal to the principal amount of the Initial Notes), the amount of Additional Interest which did not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities,
judgments, actions or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors, on the one hand, and the Holders, on the other hand, in connection with
the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company and the Guarantors, on the one hand, and of the
Indemnified Holder on the other 

  
 19 









 
shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or any of the Guarantors, on the one hand, or the Indemnified Holders, on the other hand, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such
statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of
Section 8(a) hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. 
 The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or
payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this Section 8, none of the Holders (and its related Indemnified Holders) shall be
required to contribute, in the aggregate, any amount in excess of the amount by which the total price received with respect to the sale of the Initial Securities or Exchange Securities exceeds the amount of any damages which such Holder has
otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled
to contribution from any Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial
Securities held by each of the Holders hereunder and not joint. 
 SECTION 9. Rule 144A. Each
of the Company and the Guarantors hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale
thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities
pursuant to Rule 144A under the Securities Act. 
 SECTION 10. Participation in Underwritten
Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by
the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of
such underwriting arrangements. 
 SECTION 11. Selection of Underwriters. The Holders of
Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer 

  
 20 









 
Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker(s) and managing underwriter(s) that will administer such offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, however, that such investment banker(s) and managing underwriter(s) must be reasonably satisfactory to the
Company. 
 SECTION 12. Miscellaneous. 

(a) Remedies. Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation for
any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. 

(b) No Inconsistent Agreements. Each of the Company and the Guarantors will not on or after the date of this Agreement enter into
any agreement with respect to its securities that conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with the rights granted to the holders of the Company’s or any of the
Guarantors’ securities under any agreement entered into or in effect on the date hereof. 
 (c) Adjustments Affecting
the Securities. The Company will not effect any change, or permit any change to occur, in each case, with respect to the terms of the Securities that would materially and adversely affect the ability of the Holders to Consummate any Exchange
Offer. 
 (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and
waivers or consents to or departures from the provisions hereof may not be given unless the Company has (i) in the case of Section 5 hereof and this Section 12(d)(i), obtained the written consent of Holders of all outstanding Transfer
Restricted Securities affected hereby and (ii) in the case of all other provisions hereof, obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities (excluding any Transfer
Restricted Securities held by the Company or its Affiliates). Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant
to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount
of Transfer Restricted Securities being tendered or registered; provided, however, that, with respect to any matter that directly or indirectly affects the rights of any Dealer Manager hereunder, the Company shall obtain the written consent
of each such Dealer Manager with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. 
 (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt
requested), telex, telecopier, or air courier guaranteeing overnight delivery: 
 (i) if to a Holder, at the
address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and 

  
 21 









 (ii) if to the Company or the Guarantors: 

Realogy Corporation 
 One Campus Drive 
 Parsippany, NJ 07054 

Attention: General Counsel 
 With a copy to: 
 Skadden, Arps, Slate, Meagher & Flom LLP 

Four Times Square 
 New York, New York 10036 
 Telecopier No: (917) 777-3497 

Attention: Stacy Kanter, Esq. 
 All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid,
if mailed; when answered back, if telexed; when receipt acknowledged, if telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. 

Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee
at the address specified in the Indenture. 
 (f) Successors and Assigns. This Agreement shall inure to the benefit of
and be binding upon the successors and assigns of each of the parties, including, without limitation, and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement
shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. 

(g) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts,
each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. 
 (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 

(i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in
any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby.


  
 22 









 (k) Entire Agreement. This Agreement is intended by the parties as a final expression
of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings,
other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties
with respect to such subject matter. 

  
 23 









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

			
	REALOGY CORPORATION
		
	By	 	/s/ Anthony E. Hull
		 	Name: Anthony E. Hull
		 	Title: EVP, CFO & Treasurer


  

			
	DOMUS HOLDINGS CORP.
		
	By	 	/s/ Anthony E. Hull
		 	Name: Anthony E. Hull
		 	Title: EVP, CFO & Treasurer



[Signature Page to Registrations Rights Agreement - 11.50% Senior Notes] 







 
			
	CARTUS CORPORATION
	CDRE TM LLC
	NRT INSURANCE AGENCY, INC.
	REALOGY OPERATIONS LLC
	REALOGY SERVICES GROUP LLC
	REALOGY SERVICES VENTURE PARTNER LLC
	SOTHEBY’S INTERNATIONAL REALTY
	LICENSEE LLC
	WREM, INC.
		
	By:	 	/s/ Anthony E. Hull
	Name:	 	Anthony E. Hull
	Title:	 	Chief Financial Officer



[Signature Page to Registrations Rights Agreement - 11.50% Senior Notes] 







 
			
	ASSOCIATES REALTY, INC.
	CARTUS ASSET RECOVERY CORPORATION
	CARTUS PARTNER CORPORATION
	FEDSTATE STRATEGIC CONSULTING,
	INCORPORATED
	J.W. RIKER – NORTHERN R.I., INC.
	LAKECREST TITLE, LLC
	NRT PHILADELPHIA LLC
	REFERRAL NETWORK LLC
	THE CORCORAN GROUP EASTSIDE, INC.
		
	By:	 	/s/ Anthony E. Hull
	Name:	 	Anthony E. Hull
	Title:	 	Executive Vice President & Treasurer


 [Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 
			
	 AMERICAN TITLE COMPANY OF HOUSTON

	 ATCOH HOLDING COMPANY

	 BURNET TITLE LLC

	 BURNET TITLE HOLDING LLC

	 BURROW ESCROW SERVICES, INC.

	 CORNERSTONE TITLE COMPANY

	 EQUITY TITLE COMPANY

	 EQUITY TITLE MESSENGER SERVICE HOLDING LLC

	 FIRST CALIFORNIA ESCROW CORPORATION

	 FRANCHISE SETTLEMENT SERVICES LLC

	 GUARDIAN HOLDING COMPANY

	 GUARDIAN TITLE AGENCY, LLC

	 GUARDIAN TITLE COMPANY

	 GULF SOUTH SETTLEMENT SERVICES, LLC

	 KEYSTONE CLOSING SERVICES LLC

	 MARKET STREET SETTLEMENT GROUP LLC

	 MID-ATLANTIC SETTLEMENT SERVICES LLC

	 NATIONAL COORDINATION ALLIANCE LLC

	 NRT SETTLEMENT SERVICES OF MISSOURI LLC

	 NRT SETTLEMENT SERVICES OF TEXAS LLC

	 PROCESSING SOLUTIONS LLC

	 SECURED LAND TRANSFERS LLC

	 ST. JOE TITLE SERVICES LLC

	 TAW HOLDING INC.

	 TEXAS AMERICAN TITLE COMPANY

	 TITLE RESOURCE GROUP AFFILIATES HOLDINGS LLC

	 TITLE RESOURCE GROUP HOLDINGS LLC

	 TITLE RESOURCE GROUP LLC

	 TITLE RESOURCE GROUP SERVICES LLC

	 TITLE RESOURCES INCORPORATED

	 TRG SERVICES, ESCROW, INC.

	 TRG SETTLEMENT SERVICES, LLP

	 WAYDAN TITLE, INC.

	 WEST COAST ESCROW COMPANY

		
	By:	 	/s/ Thomas N. Rispoli
	Name:	 	Thomas N. Rispoli
	Title:	 	Chief Financial Officer



[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 
			
	 BETTER HOMES AND GARDENS REAL ESTATE LLC

	 BETTER HOMES AND GARDENS REAL ESTATE LICENSEE LLC

	 CENTURY 21 REAL ESTATE LLC

	 CGRN, INC.

	 COLDWELL BANKER LLC

	 COLDWELL BANKER REAL ESTATE LLC

	 ERA FRANCHISE SYSTEMS LLC

	 GLOBAL CLIENT SOLUTIONS LLC

	 ONCOR INTERNATIONAL LLC

	 REALOGY FRANCHISE GROUP LLC

	 REALOGY GLOBAL SERVICES LLC

	 REALOGY LICENSING LLC

	 SOTHEBY’S INTERNATIONAL REALTY AFFILIATES LLC

	 WORLD REAL ESTATE MARKETING LLC

		
	By:	 	/s/ Andrew G. Napurano
	Name:	 	Andrew G. Napurano
	Title:	 	Chief Financial Officer



[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 
			
	FSA MEMBERSHIP SERVICES, LLC
		
	By:	 	/s/ Marilyn J. Wasser
	Name:	 	Marilyn J. Wasser
	Title:	 	Executive Vice President



[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 
			
	 ALPHA REFERRAL NETWORK LLC

	 ASSOCIATED CLIENT REFERRAL LLC

	 ASSOCIATES REALTY NETWORK

	 BURGDORFF LLC

	 BURGDORFF REFERRAL ASSOCIATES LLC

	 BURNET REALTY LLC

	 CAREER DEVELOPMENT CENTER, LLC

	 COLDWELL BANKER COMMERCIAL PACIFIC PROPERTIES LLC

	 COLDWELL BANKER PACIFIC PROPERTIES LLC

	 COLDWELL BANKER REAL ESTATE SERVICES LLC

	 COLDWELL BANKER RESIDENTIAL BROKERAGE COMPANY

	 COLDWELL BANKER RESIDENTIAL BROKERAGE LLC

	 COLDWELL BANKER RESIDENTIAL REAL ESTATE LLC

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK

	 COLDWELL BANKER RESIDENTIAL REFERRAL NETWORK, INC.

	 COLORADO COMMERCIAL, LLC

	 HOME REFERRAL NETWORK LLC

	 JACK GAUGHEN LLC

	 NRT ARIZONA LLC

	 NRT ARIZONA COMMERCIAL LLC

	 NRT ARIZONA REFERRAL LLC

	 NRT COLORADO LLC

	 NRT COLUMBUS LLC

	 NRT COMMERCIAL LLC

	 NRT COMMERCIAL UTAH LLC

	 NRT DEVELOPMENT ADVISORS LLC

	 NRT DEVONSHIRE LLC

	 NRT HAWAII REFERRAL, LLC

	 NRT LLC

	 NRT MID-ATLANTIC LLC

		
	By:	 	/s/ Kevin R. Greene
	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer



[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 
			
	 NRT MISSOURI LLC

	 NRT MISSOURI REFERRAL NETWORK LLC

	 NRT NEW ENGLAND LLC

	 NRT NEW YORK LLC

	 NRT NORTHFORK LLC

	 NRT PITTSBURGH LLC

	 NRT REFERRAL NETWORK LLC

	 NRT RELOCATION LLC

	 NRT REOEXPERTS LLC

	 NRT SUNSHINE INC.

	 NRT TEXAS LLC

	 NRT UTAH LLC

	 REAL ESTATE REFERRAL LLC

	 REAL ESTATE REFERRALS LLC

	 REAL ESTATE SERVICES LLC

	 REFERRAL ASSOCIATES OF NEW ENGLAND LLC

	 REFERRAL NETWORK, LLC

	 REFERRAL NETWORK PLUS, INC.

	 SOTHEBY’S INTERNATIONAL REALTY, INC.

	 SOTHEBY’S INTERNATIONAL REALTY REFERRAL COMPANY, LLC

	 THE SUNSHINE GROUP (FLORIDA) LTD. CORP.

	 THE SUNSHINE GROUP, LTD.

	 VALLEY OF CALIFORNIA, INC.

		
	By:	 	/s/ Kevin R. Greene
	Name:	 	Kevin R. Greene
	Title:	 	Chief Financial Officer



[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date
first above written: 
  

			
	J.P. MORGAN SECURITIES LLC
		
	By:	 	/s/ David A. Dwyer
		 	Name: David A. Dwyer
		 	Title: Executive Director

  

			
	CREDIT SUISSE SECURITIES (USA) LLC
		
	By:	 	/s/ Malcolm Price
		 	Name: Malcolm Price
		 	Title: Managing Director

  

			
	GOLDMAN, SACHS & CO.
		
	By:	 	/s/ Goldman Sachs & Co.
		 	(Goldman, Sachs & Co.)


[Signature Page to Registration Rights Agreement - 11.50% Senior Notes] 







 Schedule A 

Guarantors 

Associates Realty, Inc. 
 Associates Realty
Network 
 Burrow Escrow Services, Inc. 

Coldwell Banker Real Estate LLC 
 Coldwell Banker
Residential Brokerage Company 
 Coldwell Banker Residential Real Estate LLC 
 Coldwell Banker Residential Referral Network 
 Cornerstone Title Company 

Equity Title Company 
 Guardian Title Company

 National Coordination Alliance LLC 

Realogy Operations LLC 
 Referral Network Plus,
Inc. 
 Valley of California, Inc. 

West Coast Escrow Company 
 Colorado Commercial,
LLC 
 Guardian Title Agency, LLC 
 NRT
Colorado LLC 
 Referral Network, LLC 

Associated Client Referral LLC 
 Better Homes and
Gardens Real Estate Licensee LLC 
 Better Homes and Gardens Real Estate LLC 
 Burgdorff LLC 
 Burgdorff Referral Associates LLC 

Career Development Center, LLC 
 Cartus Asset
Recovery Corporation 
 Cartus Corporation 
 Cartus Partner Corporation 
 CDRE TM LLC 
 Century 21 Real Estate LLC 
 CGRN, Inc. 
 Coldwell Banker LLC 
 Coldwell Banker Real Estate Services LLC 

Coldwell Banker Residential Brokerage LLC 

Equity Title Messenger Service Holding LLC 
 ERA
Franchise Systems LLC 
 FedState Strategic Consulting, Incorporated 
 First California Escrow Corporation 
 Franchise Settlement Services LLC 

FSA Membership Services, LLC 
 Global Client
Solutions LLC 







 Guardian Holding Company 
 Gulf South Settlement Services, LLC 
 Jack Gaughen LLC 

Keystone Closing Services LLC 
 NRT Arizona
Commercial LLC 
 NRT Arizona LLC 
 NRT
Arizona Referral LLC 
 NRT Columbus LLC 

NRT Commercial LLC 
 NRT Commercial Utah LLC

 NRT Development Advisors LLC 
 NRT
Devonshire LLC 
 NRT Hawaii Referral, LLC 
 NRT LLC 
 NRT Mid-Atlantic LLC 
 NRT Missouri LLC 
 NRT Missouri Referral Network LLC 

NRT New England LLC 
 NRT New York LLC

 NRT Northfork LLC 
 NRT Philadelphia
LLC 
 NRT Pittsburgh LLC 
 NRT Referral
Network LLC 
 NRT Relocation LLC 
 NRT
REOExperts LLC 
 NRT Settlement Services of Missouri LLC 
 NRT Settlement Services of Texas LLC 
 NRT Sunshine Inc. 

NRT Utah LLC 
 ONCOR International LLC

 Real Estate Referral LLC 
 Real
Estate Referrals LLC 
 Real Estate Services LLC 
 Realogy Franchise Group LLC 
 Realogy Global Services LLC 

Realogy Licensing LLC 
 Realogy Services Group
LLC 
 Realogy Services Venture Partner LLC 
 Secured Land Transfers LLC 
 Sotheby’s International Realty Affiliates LLC 

Sotheby’s International Realty Licensee LLC 

Sotheby’s International Realty Referral Company, LLC 
 Title Resource Group Affiliates Holdings LLC 
 Title Resource Group Holdings LLC 

Title Resource Group LLC 
 Title Resource Group
Services LLC 







 Title Resources Incorporated 
 TRG Services, Escrow, Inc. 
 World Real Estate Marketing LLC 

WREM, Inc. 
 Referral Network LLC 

St. Joe Title Services LLC 
 The Sunshine Group
(Florida) Ltd. Corp. 
 Coldwell Banker Commercial Pacific Properties LLC 
 Coldwell Banker Pacific Properties LLC 
 NRT Insurance Agency, Inc. 

Referral Associates of New England LLC 

Mid-Atlantic Settlement Services LLC 

Sotheby’s International Realty, Inc. 

Burnet Realty LLC 
 Burnet Title LLC 

Burnet Title Holding LLC 
 Home Referral Network
LLC 
 Market Street Settlement Group LLC 
 The Corcoran Group Eastside, Inc. 
 The Sunshine Group, Ltd. 

Coldwell Banker Residential Referral Network, Inc. 
 TRG Settlement Services, LLP 
 J. W. Riker – Northern R.I., Inc. 

Lakecrest Title, LLC 
 Alpha Referral Network

 LLC 
 American Title Company of
Houston 
 ATCOH Holding Company 
 NRT
Texas LLC 
 Processing Solutions LLC 

TAW Holding Inc. 
 Texas American Title Company

 Waydan Title, Inc.