0001193125-08-174562 Sample Contracts

SUPPLEMENTAL INDENTURE NO. 5 (TOGGLE NOTES)
Realogy Corp • August 12th, 2008 • Real estate agents & managers (for others) • New York

Supplemental Indenture No. 5 (this “Supplemental Indenture”), dated as of May 12, 2008, among the new guarantor or guarantors on the signature page hereto (each, a “Guaranteeing Subsidiary”), each a subsidiary of Realogy Corporation, a Delaware corporation (the “Issuer”), and The Bank of New York, as trustee (the “Trustee”).

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AMENDMENT TO THE TAX SHARING AGREEMENT
Tax Sharing Agreement • August 12th, 2008 • Realogy Corp • Real estate agents & managers (for others) • New York

This Amendment, executed July 8, 2008 and effective as of July 28, 2006 (this “Amendment”), to the Tax Sharing Agreement, entered into as of July 28, 2006 (as may be amended from time to time, the “Agreement”), by and between Avis Budget Group, Inc., a Delaware corporation, formerly known as Cendant Corporation (“Cendant”), Realogy Corporation, a Delaware corporation (“Realogy”), Wyndham Worldwide Corporation, a Delaware corporation (“Wyndham”) and Travelport Inc., a Delaware corporation (“Travelport”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.

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