**Exhibit 4.68**

**13.375% Senior Subordinated Notes due 2018**

**REGISTRATION RIGHTSAGREEMENT**

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 amongRealogy 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 Ahereto (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 ExchangeOffer”) its 13.375% 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 12.375% SeniorSubordinated Notes due 2015 (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 Managersfor 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 forthin 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 ininterest 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 trustcompanies located in New York, New York are authorized or obligated to be closed. 

*Closing Date:*The date of thisAgreement. 

*Commission:*The Securities and Exchange Commission. 

*Company:* As defined in the preamble hereto. 

*Consummate:*A registered Exchange Offer shall be deemed “Consummated” forpurposes 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) themaintenance 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 tothe 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 theGuarantors 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 outstandingTransfer 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 relatedProspectus. 

*Exchange Securities:*The 13.375% Senior Subordinated Notes due 2018 of the same series under the Indentureas 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 WritingProspectus:*****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:*Asdefined 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. 

 
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*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 fromtime 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 $491,824,000 aggregate principal amount of 11.50% Senior Notes due 2017 and $129,579,298 aggregate principal amount of 12.00% Senior Notes due 2017. 

*Outstanding Securities:* As defined in the preamble hereto. 

*Person:*An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or politicalsubdivision thereof. 

*Prospectus:*The prospectus included in a Registration Statement, as amended or supplemented byany 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 ExchangeSecurities 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 theProspectus 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. 

*TransferRestricted 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 thereofwithout complying with the prospectus delivery requirements of the Securities Act, (b) the date on which such Initial Security has been effectively registered under the Securities Act and disposed of in accordance with a Shelf

 
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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 underwriterfor 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 RestrictedSecurities. 

(b) *Holders of Transfer Restricted Securities.*A Person is deemed to be a holder of Transfer RestrictedSecurities (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 inSection 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 onor 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 ExchangeAct (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 FilingDate (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 suchRegistration 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 theregistration 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 suchRegistration 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 ofInitial Securities held by Broker-Dealers as contemplated by Section 3(c) hereof. 

(b) The Company and the Guarantorsshall 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 theExchange Offer; *provided, however*, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company 

 
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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 toholders 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 earliestpracticable 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 ExchangeOffer 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 thanTransfer 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 SecuritiesAct 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 besatisfied 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 byBroker-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 suchBroker-Dealer except to the extent required by the Commission. 

Each of the Company and the Guarantors shall keep the ExchangeOffer 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 byBroker-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 theCommission 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 longerrequired to deliver a prospectus in connection with market-making or other trading activities. 

The Company shall providesufficient 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 Offeris 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 datenotice of the Exchange Offer is required to be mailed to the Holders or (iii) with respect to any Holder of Transfer Restricted 

 
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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 Securitiesacquired 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 notappropriate 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 20thday following consummation of the Exchange Offer, the Company and the Guarantors shall: 

(x) cause to be fileda 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 inany 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 aBusiness 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 itbecomes 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 suchobligation 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 tothe 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 thisAgreement, 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 willterminate 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 effectiveShelf 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 deemedthe “Shelf Registration Statement” for purposes of this Agreement. 

(b) *Provision by Holders of CertainInformation in Connection with the Shelf Registration Statement.*No Holder of Transfer Restricted Securities may include any of its 

 
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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 afterreceipt 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 FreeWriting 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 bysuch Holder not materially misleading. 

SECTION 5. ***Additional Interest*. If (i) any ofthe 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 becomeautomatically 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) anyRegistration 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 suchRegistration 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 lastparagraph 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 beincreased 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 increaseexceed 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 TransferRestricted 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 andthe 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 therelevant 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 asinterest is paid under the Indenture. 

Notwithstanding the foregoing, (i) the amount of Additional Interest payable shallnot 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 Holderhas 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 ShelfRegistration Statement. 

All obligations of the Company and the Guarantors set forth in the first paragraph of thisSection 5 that are outstanding with respect to any Transfer Restricted Security at the time such 

 
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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 withall 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 thefollowing provisions: 

(i) If in the reasonable opinion of counsel to the Company there is a question as towhether 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 InitialSecurities. 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. Eachof 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 ofTransfer 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 OfferRegistration 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 ofthe 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 theCompany’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 ExchangeOffer (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 HoldingsCorporation (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 aneffective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K 

 
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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 Guarantorsshall 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 methodor 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 anyappropriate 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 thesale 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 FreeWriting Prospectus related thereto), each of the Company and the Guarantors shall: 

(i) use its commerciallyreasonable 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 containa 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 RegistrationStatement, 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 automaticallydeclared 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 theapplicable 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 supplementedby 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; andcomply 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

 
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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, anypost-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 foramendments 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 RegistrationStatement 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 thepreceding 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 “ineligibleissuer,” 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 orsupplement 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 anytime 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 commissionor 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 itscommercially 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 theinitial 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 theCompany 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 TransferRestricted 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 telecopytransmission within such period). The objection of a Dealer Manager or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, 

 
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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 WritingProspectus, 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 notconsented (such consent not to be unreasonably withheld, conditioned or delayed); 

(v) promptly prior to thefiling 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 suchdocuments, 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 confidentialityagreements, 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 dispositionpursuant 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 theGuarantors, 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 exerciseany 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 extentreasonably requested by the managing underwriter(s), if any; 

(vii) if requested by any selling Holders or theunderwriter(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 requestto 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 beingsold 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-effectiveamendment 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

 
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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 ofeach 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 theProspectus (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 supplementthereto 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, andtake 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 tosuch 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; andwhether 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 theymay 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 datethereof, 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 theGuarantors, 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 opiniondelivered 

 
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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 theeffect 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 theunderwriter(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 statementscontained 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 thatcaused 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 theapplicable 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 thestatements 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 statementstherein 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 andschedules 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 similarto 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 theCompany’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 thematters 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 beindemnified pursuant to said Section; and 

(C) deliver such other documents and certificates as may bereasonably 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 inSection 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 suchadvice in writing; 

(xii) prior to any public offering of Transfer Restricted Securities, cooperate with theselling 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 sellingHolders 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 suitsor 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 principalamount 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, asthe 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 TransferRestricted 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 twoBusiness 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 selleror 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 asupplement 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 tostate any material fact necessary in order to make the statements therein not misleading; 

(xvii) provide aCUSIP 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 formeligible 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 diligenceinvestigation 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 theCommission, 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 ofany 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 theCompany’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 ofSecurities 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 Trusteeto 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 ofSection 13 and Section 15 of the Exchange Act. 

Each Holder agrees by acquisition of a Transfer Restricted Securitythat, 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 applicableRegistration 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 theuse 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 theCompany (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 theevent 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 “DelayPeriod”) 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 receivedthe 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; *providedfurther, 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, regardlessof 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 feesand 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 statesecurities 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 beissued 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 theHolders 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 solist; 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 andexpenses 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 OfferRegistration 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, asapplicable, 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 TransferRestricted 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 holdharmless (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 inclause (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 governmentalagency 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 untruestatement 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 factrequired 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 omissionthat 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 thatthe Company or any of the Guarantors may otherwise have. 

In case any action or proceeding (including any governmental orregulatory 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 theCompany 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 rightto 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 toindemnification 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 samegeneral 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 theHolders. 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 harmlessany 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, withoutthe 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 orcontribution 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 outof 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, theGuarantors 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 theIndemnified 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 broughtagainst 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 dutiesgiven 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 ofindemnifying 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 benefitsreceived 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 Guarantorsshall 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 withthe 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 theIndemnified 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 toinformation 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 suchstatement 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 ofSection 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 rataallocation (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 orpayable 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 otherexpenses 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 berequired 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 hasotherwise 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 entitledto 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 InitialSecurities held by each of the Holders hereunder and not joint. 

SECTION 9. ***Rule* 144A. Eachof 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 salethereof 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 Securitiespursuant to Rule 144A under the Securities Act. 

SECTION 10. ***Participation in UnderwrittenRegistrations.* 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 bythe 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 ofsuch underwriting arrangements. 

SECTION 11. ***Selection of Underwriters.* The Holders ofTransfer 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 bythe 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 theCompany. 

SECTION 12. ***Miscellaneous.*

(a) *Remedies.*Each of the Company and the Guarantors hereby agrees that monetary damages would not be adequate compensation forany 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 intoany 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 theGuarantors’ securities under any agreement entered into or in effect on the date hereof. 

(c) *Adjustments Affectingthe 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 ExchangeOffer. 

(d) *Amendments and Waivers.*The provisions of this Agreement may not be amended, modified or supplemented, andwaivers 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 TransferRestricted 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 TransferRestricted 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 pursuantto 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 amountof 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 consentof 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 receiptrequested), telex, telecopier, or air courier guaranteeing overnight delivery: 

(i) if to a Holder, at theaddress 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 Trusteeat the address specified in the Indenture. 

(f) *Successors and Assigns.*This Agreement shall inure to the benefit ofand 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 Agreementshall 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 inany 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.

(k) *Entire Agreement.*This Agreement is intended by the parties as a final expression of their agreement and intendedto be a complete and exclusive statement of the agreement and 

 
22 

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 toherein 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 datefirst written above. 

 
REALOGY CORPORATIONBy /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 – Senior Subordinated Notes]*

CARTUS CORPORATION

CDRE TM LLC

NRT INSURANCE AGENCY,INC.

REALOGY OPERATIONS LLC

REALOGYSERVICES GROUP LLC

REALOGY SERVICES VENTURE PARTNER LLC

SOTHEBY’S INTERNATIONAL REALTY LICENSEE LLC

WREM, INC.
By: /s/ Anthony E. HullName: Anthony E. HullTitle: Chief Financial Officer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated 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

NRTPHILADELPHIA LLC

REFERRAL NETWORK LLC

THE CORCORAN GROUP EASTSIDE, INC.
By: /s/ Anthony E. HullName: Anthony E. HullTitle: Executive Vice President & Treasurer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated 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 GROUPAFFILIATES 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. RispoliName: Thomas N. RispoliTitle: Chief Financial Officer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated 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. NapuranoName: Andrew G. NapuranoTitle: Chief Financial Officer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated Notes]*

FSA MEMBERSHIP SERVICES, LLCBy: /s/ Marilyn J. WasserName: Marilyn J. WasserTitle: Executive Vice President
*[Signature Page to Registrations Rights Agreement – Senior Subordinated Notes]*

ALPHA REFERRAL NETWORK LLC

ASSOCIATED CLIENT REFERRAL LLC

ASSOCIATES REALTY NETWORK

BURGDORFF LLC

BURGDORFF REFERRAL ASSOCIATES LLC

BURNET REALTYLLC

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. GreeneName: Kevin R. GreeneTitle: Chief Financial Officer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated 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. GreeneName: Kevin R. GreeneTitle: Chief Financial Officer
*[Signature Page to Registrations Rights Agreement – Senior Subordinated Notes]*

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

 
J.P. MORGAN SECURITIES LLCBy: /s/ David A. Dwyer Name: David A. Dwyer Title: Executive DirectorCREDIT SUISSE SECURITIES (USA) LLCBy: /s/ Malcolm Price Name: Malcolm Price Title: Managing DirectorGOLDMAN, SACHS & CO.By: /s/ Goldman Sachs & Co. (Goldman, Sachs & Co.)
*[Signature Page to Registrations Rights Agreement – Senior Subordinated Notes]*

**Schedule A**

**Guarantors**

Associates Realty, Inc. 

Associates RealtyNetwork 

Burrow Escrow Services, Inc. 

Coldwell Banker Real Estate LLC 

Coldwell BankerResidential 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 

NRTColorado LLC 

Referral Network, LLC 

Associated Client Referral LLC 

Better Homes andGardens Real Estate Licensee LLC 

Better Homes and Gardens Real Estate LLC 

Burgdorff LLC 

Burgdorff Referral Associates LLC 

Career Development Center, LLC 

Cartus AssetRecovery 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 

ERAFranchise Systems LLC 

FedState Strategic Consulting, Incorporated 

First California Escrow Corporation 

Franchise Settlement Services LLC 

FSA Membership Services, LLC 

Global ClientSolutions 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 

NRTDevelopment 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 

NRTRelocation LLC 

NRT REOExperts LLC 

NRT Settlement Services of Missouri LLC 

NRTSettlement 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 FranchiseGroup LLC 

Realogy Global Services LLC 

Realogy Licensing LLC 

Realogy Services GroupLLC 

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 GroupServices 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 

NRTInsurance 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 NetworkLLC 

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 ofHouston 

ATCOH Holding Company 

NRTTexas LLC 

Processing Solutions LLC 

TAW Holding Inc. 

Texas American Title Company

Waydan Title, Inc.