**Exhibit 4.18****REGISTRATION RIGHTS AGREEMENT**     REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 31, 2007, by andamong TOUSA, Inc., a Delaware corporation (the “Company”) and the undersigned Lenders.**WHEREAS:**     A**. **The Company, certain of its subsidiaries, Deutsche Bank Trust Company Americas, DeutscheBank Securities Inc., other entities party thereto, and the lenders (the “Lenders”) party to thatcertain $137,500,000 Senior Mezzanine Credit Agreement, dated as August 1, 2005 by and amongTE/TOUSA Mezzanine, LLC and the other parties thereto have agreed to a global settlement, as setforth in the Settlement and Release Agreement dated June 29, 2007 (the “SettlementAgreement”), which shall be effected in the manner and subject to the conditions set forththerein.     B. In connection with the Settlement Agreement, the Company has agreed, upon the terms andsubject to the conditions set forth in the Settlement Agreement, to issue to each Lender 14.75%Senior Subordinated PIK Election Notes due 2015 (the “Notes”) to be issued pursuant to anindenture (the “Indenture”), dated as of July 31, 2007, by and among the Company, thesubsidiary guarantors party thereto and Wells Fargo Bank, National Association, as trustee.     C. In accordance with the terms of the Settlement Agreement, the Company has agreed to providecertain registration rights for the Notes under the Securities Act of 1933, as amended, and therules and regulations thereunder, or any similar successor statute (collectively, the “1933Act”), and applicable state securities laws.     NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein andother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Company and each of the Investors hereby agree as follows:1. Definitions.     As used in this Agreement, the following terms shall have the following meanings: (a) “Affiliate” of any specified Person shall mean any other Person that,directly or indirectly, is in control of, is controlled by, or is under common controlwith, such specified Person. For purposes of this definition, control of a Person shallmean the power, direct or indirect, to direct or cause the direction of the managementand policies of such Person whether by contract or otherwise; and the terms“controlling” and “controlled” shall have meanings correlative to the foregoing.  (b) “Broker-Dealer” shall mean any broker or dealer registered as suchunder the 1934 Act (as defined herein).
 

 
 (c) “Business Day” means any day other than Saturday, Sunday or any otherday on which commercial banks in the City of New York are authorized or required by lawto remain closed.  (d) “Closing Date” means the date hereof.  (e) “Effective Date” means the date that the Registration Statement hasbeen declared effective by the SEC.  (f) “Effectiveness Deadline” means the date which is two-hundred andseventy (270) days after the Closing Date.  (g) “Exchange Offer Registration Statement” shall mean a registrationstatement of the Company on an appropriate form under the 1933 Act with respect to theRegistered Exchange Offer, all amendments and supplements to such registrationstatement, including post-effective amendments thereto, in each case including theProspectus contained therein, all exhibits thereto and all material incorporated byreference therein.  (h) “Filing Deadline” means the date that is one-hundred and twenty (120)days after the Closing Date.  (i) “Investor” means a Lender or any transferee or assignee thereof to whoma Lender assigns its rights under this Agreement and who agrees to become bound by theprovisions of this Agreement in accordance with Section 9 and any transferee orassignee thereof to whom a transferee or assignee assigns its rights under thisAgreement and who agrees to become bound by the provisions of this Agreement inaccordance with Section 9.  (j) “New Securities” shall mean debt securities of the Company, identicalin all material respects to the then outstanding Notes (except that the cash interestand interest rate step-up provisions and the transfer restrictions shall be modified oreliminated, as appropriate) and to be issued under the Indenture in exchange for theRegistrable Securities.  (k) “Person” means an individual, a limited liability company, apartnership, a joint venture, a corporation, a trust, an unincorporated organizationand a government or any department or agency thereof.  (l) “register,” “registered,” and “registration” refer to aregistration effected by preparing and filing one or more Registration Statements incompliance with the 1933 Act and pursuant to Rule 415 and the declaration or orderingof effectiveness of such Registration Statement(s) by the SEC.  (m) “Registered Exchange Offer” shall mean the proposed offer of theCompany to issue and deliver to the holders of the Notes that are not prohibited by anylaw or policy of the SEC from participating in such offer, in exchange for the Notes, alike aggregate principal amount of the New Securities.
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 (n) “Registrable Securities” means the Notes and any notes paid as aninterest payment pursuant to the terms of the Indenture.  (o) “Registration Statement” means a registration statement or registrationstatements of the Company filed under the 1933 Act covering the Registrable Securities.  (p) “Required Holders” means the holders of at least a majority of theRegistrable Securities.  (q) “Required Registration Amount” means all of the Registrable Securities.  (r) “Rule 415” means Rule 415 under the 1933 Act or any successor ruleproviding for offering securities on a continuous or delayed basis.  (s) “SEC” means the United States Securities and Exchange Commission.2. Registration. (a) Mandatory Registration. The Company shall prepare and use itscommercially reasonable efforts to file no later than the Filing Deadline with the SECthe Registration Statement on Form S-3, or such other appropriate form if Form S-3 isthen unavailable, covering the resale of all of the Registrable Securities by theInvestors party hereto from time to time. The Registration Statement prepared pursuanthereto shall register for resale the Registrable Securities in amounts at least equalto the Required Registration Amount. The Registration Statement shall contain (exceptif otherwise directed by the Required Holders) the “Plan of Distribution” section withat least that information substantially the form attached hereto as Exhibit A,to the extent permitted by the rules, regulations, and form requirements promulgated bythe SEC, except to the extent revised pursuant to comments received from the staff ofthe SEC. The Company shall use its commercially reasonable efforts to have theRegistration Statement declared effective by the SEC as soon as practicable, but in noevent later than the Effectiveness Deadline. By 9:30 am (New York City time) on thesecond Business Day following the Effective Date, the Company shall file with the SECin accordance with Rule 424 under the 1933 Act the final prospectus to be used inconnection with sales pursuant to such Registration Statement.  (b) Piggy-Back Registration Rights. Unless a registration statement withrespect to the Registrable Securities has already been declared effective by the SEC,if the Company files a registration statement covering the resale of equity orequity-linked securities prior to the Effectiveness Deadline, (i) the Investors shallreceive fifteen (15) days prior notice thereof, and (ii) such registration statementshall also cover the Registrable Securities to the extent the Investors elect to havetheir Registrable Securities included therein.  (c) Effect of Failure to Obtain Effectiveness of Registration Statement.If a Registration Statement covering all of the Registrable Securities in amounts atleast equal to the Required Registration Amount is not declared effective by the
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   SEC on or before the Effectiveness Deadline or once effective, does not remaineffective, other than during a Grace Period (each a “Registration Default”)then, as full liquidated damages to any holder by reason of any such RegistrationDefault (which remedy shall be the exclusive remedy available at law or in equity),the interest rate applicable to the Notes shall increase by 0.25% per annum for thefirst 90 days of a Registration Default (the “Registration DefaultPayment”), which amount shall increase by an additional 0.25% every 90 days aRegistration Default is continuing, not to exceed 1.0% in the aggregate, from andincluding the date of the Registration Default to and excluding the date on whichthe Registration Default is cured. Following the cure of all Registration Default,the accrual or accretion of Registration Default Additional Dividends shall ceaseand the interest rate will revert to the original rate. The Registration DefaultPayments shall be paid, at the Company’s option, in (i) cash, (ii) additional Notes,or (iii) a combination thereof.  (d) Notwithstanding anything contained herein, the Company may satisfy itsobligations under Sections 2(a), (b), and (c) by filing with the SEC by the FilingDeadline an Exchange Offer Registration Statement with respect to a Registered ExchangeOffer. The Company shall use its commercially reasonable efforts to consummate aRegistered Exchange Offer by the Effectiveness Deadline, provided, however, any failureto consummate a Registered Exchange Offer by the Effectiveness Deadline shall be aRegistration Default and subject to Registration Default Payments under Section 2(c)until cured or until a Registration Statement has been declared effective ascontemplated by Section 2(a).(i) Upon the effectiveness of the Exchange Offer Registration Statement, theCompany shall promptly commence the Registered Exchange Offer, it being theobjective of such Registered Exchange Offer to enable each Holder electing toexchange Notes for New Securities (assuming that such Holder is not anAffiliate of the Company, acquires the New Securities in the ordinary courseof such Holder’s business, has no arrangements to participate in thedistribution of the New Securities and is not prohibited by any law or policyof the SEC from participating in the Registered Exchange Offer) and to tradesuch New Securities from and after their receipt without any limitations orrestrictions under the Act and without material restrictions under thesecurities laws of a substantial proportion of the several states of theUnited States of America.(ii) In connection with the Registered Exchange Offer, the Company shall:     (A) mail to each holder of Notes a copy of the Prospectus forming part ofthe Exchange Offer Registration Statement, together with an appropriate letterof transmittal and related documents;     (B) keep the Registered Exchange Offer open for not less than 20 businessdays (or longer if required by applicable law);
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(iii) As soon as practicable after the close of the Registered Exchange Offer,the Company shall:(A) accept for exchange all Notes tendered and not validly withdrawnpursuant to the Registered Exchange Offer;(B) deliver to the Trustee for cancellation all Notes so accepted forexchange; and(C) cause the Trustee to authenticate and deliver to each holder of Notesa principal amount of New Securities equal to the principal amount of theNotes of such holder so accepted for exchange.(iv) Each Investor hereby acknowledges and agrees that any Broker-Dealerand any such Investor using the Registered Exchange Offer to participate in adistribution of the New Securities (x) could not under SEC policy as in effecton the date of this Agreement rely on the position of the SEC in MorganStanley and Co., Inc. (pub. avail. June 5, 1991) and Exxon Capital HoldingsCorporation (pub. avail. May 13, 1988), as interpreted in the SEC’s letter toShearman & Sterling dated July 2, 1993 and similar no-action letters; and (y)must comply with the registration and prospectus delivery requirements of the1934 Act in connection with any secondary resale transaction which must becovered by an effective registration statement containing the selling securityholder information required by Item 507 or 508, as applicable, of RegulationS-K under the 1933 Act, if the resales are of New Securities obtained by suchInvestor in exchange for Notes acquired by such Investor directly from theCompany or one of its Affiliates. Accordingly, each Investor participating inthe Registered Exchange Offer shall be required to represent to the Companythat, at the time of the consummation of the Registered Exchange Offer:     (A) any New Securities received by such Investor will be acquired in theordinary course of business;     (B) such Investor will have no arrangement or understanding with anyPerson to participate in the distribution of the Securities or the NewSecurities;     (C) such Investor is not an Affiliate of the Company or any of theGuarantors or if it is an Affiliate, such Investor will comply with theregistration and prospectus delivery requirements of the 1934 Act to theextent applicable;     (D) if such Investor is not a Broker-Dealer, that it is not engaged in,and does not intend to engage in, the distribution of the New Securities;
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and(v) if such Investor is a Broker-Dealer, that it will receive NewSecurities for its own account in exchange for Securities that were acquiredas a result of market-making activities or other trading activities and thatit will deliver a prospectus in connection with any resale of such NewSecurities.3. Related Obligations.     At such time as the Company is obligated to file a Registration Statement with the SECpursuant to Section 2(a), the Company will use its commercially reasonable efforts to effect theregistration of the Registrable Securities in accordance with the intended method of dispositionthereof and, pursuant thereto, the Company shall have the following obligations: (a) The Company shall use its commercially reasonable efforts to keep theRegistration Statement effective pursuant to Rule 415 at all times until the earlier of(i) the expiration of two years; or (ii) the date upon which the Registrable Securitieshave been sold pursuant to the registration statement and/or Rule 144 (as definedbelow) (the “Registration Period”). The Company shall ensure that eachRegistration Statement (including any amendments or supplements thereto andprospectuses contained therein) shall not contain any untrue statement of a materialfact or omit to state a material fact required to be stated therein, or necessary tomake the statements therein (in the case of prospectuses, in the light of thecircumstances in which they were made) not misleading, other than with respect to anyinformation provided to the Company in writing by an Investor for inclusion therein.  (b) The Company shall use its commercially reasonable efforts to prepare and filewith the SEC such amendments (including post-effective amendments) and supplements to aRegistration Statement and the prospectus used in connection with such RegistrationStatement, which prospectus is to be filed pursuant to Rule 424 promulgated under the1933 Act, as may be necessary to keep such Registration Statement effective at alltimes during the Registration Period, and, during such period, comply with theprovisions of the 1933 Act with respect to the disposition of all RegistrableSecurities of the Company covered by such Registration Statement until such time as allof such Registrable Securities shall have been disposed of in accordance with theintended methods of disposition by the seller or sellers thereof as set forth in suchRegistration Statement. In the case of amendments and supplements to a RegistrationStatement which are required to be filed pursuant to this Agreement (including pursuantto this Section 3(b)) by reason of the Company filing a report on Form 10-Q, Form 8-K,Form 10-K or any analogous report under the Securities Exchange Act of 1934, as amended(the “1934 Act”), the Company shall have incorporated such report by referenceinto such Registration Statement, if applicable, or shall file such amendments orsupplements with the SEC within three (3) Business Days from the date on which
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   the 1934 Act report is filed which created the requirement for the Company to amendor supplement such Registration Statement.  (c) The Company shall notify each Investor in writing of the happening of anyevent, as promptly as practicable after becoming aware of such event, as a result ofwhich a Registration Statement, as then in effect, includes an untrue statement of amaterial fact or omission to state a material fact required to be stated therein ornecessary to make the statements therein, in the light of the circumstances under whichthey were made, not misleading (provided that in no event shall such notice contain anymaterial, nonpublic information), and promptly prepare a supplement or amendment tosuch Registration Statement to correct such untrue statement or omission. The Companyshall also promptly notify each Investor in writing (i) when a prospectus or anyprospectus supplement (solely to the extent it does more than add a sellingsecurityholder) or post-effective amendment has been filed, and when a RegistrationStatement or any post-effective amendment has become effective and (ii) of theCompany’s reasonable determination that a post-effective amendment to a RegistrationStatement would be appropriate.  (d) The Company shall use its commercially reasonable efforts to prevent theissuance of any stop order or other suspension of effectiveness of a RegistrationStatement, or the suspension of the qualification of any of the Registrable Securitiesfor sale in any jurisdiction in the United States to the extent reasonably requested byan Investor and, if such an order or suspension is issued, to obtain the withdrawal ofsuch order or suspension at the earliest possible moment and shall notify each Lenderwhich holds Registrable Securities being sold of the issuance of such order and theresolution thereof or its receipt of actual notice of the initiation or threat of anyproceeding for such purpose.  (e) If reasonably requested by an Investor, the Company shall as soon aspracticable (i) incorporate in a prospectus supplement or post-effective amendment suchinformation as such Investor reasonably requests to be included therein relating to thesale and distribution of Registrable Securities, including, without limitation,information with respect to the number of Registrable Securities being offered or sold,the purchase price being paid therefor and any other terms of the offering of theRegistrable Securities to be sold in such offering; (ii) make all required filings ofsuch prospectus supplement or post-effective amendment after being notified of thematters to be incorporated in such prospectus supplement or post-effective amendment;and (iii) supplement or make amendments to any Registration Statement if reasonablyrequested by an Investor holding any Registrable Securities, provided that the Companyshall not be required to assist in any underwritten offerings.  (f) The Company shall otherwise use its commercially reasonable efforts to complywith all applicable rules and regulations of the SEC in connection with anyregistration hereunder.
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 (g) Notwithstanding anything to the contrary herein, at any time after theEffective Date, the Company may suspend the use of the Registration Statement ifrequired by applicable law or for valid business reasons (which does not includeavoidance of the Company’s obligations in this Agreement) (a “Grace Period”);provided, that the Company shall promptly (i) notify the Investors in writing of theexistence of such Grace Period and the date on which the Grace Period will begin, and(ii) notify the Investors in writing of the date on which the Grace Period ends; and,provided further, that such Grace Periods shall not exceed an aggregate of seventy-five(75) days in any 365 day period. For purposes of determining the length of a GracePeriod above, the Grace Period shall begin on and include the date the Investorsreceive the notice referred to in clause (i) and shall end on and include the later ofthe date the Investors receive the notice referred to in clause (ii) and the datereferred to in such notice.  (h) The Company shall, during the Registration Period, deliver to each holder ofRegistrable Securities, without charge, as many copies of the Prospectus (includingeach preliminary Prospectus) included in the Registration Statement and any amendmentor supplement thereto as such Holder may reasonably request. The Company, subject tothe terms hereof, consents to the use of the Prospectus or any amendment or supplementthereto by each of the Investors in connection with the offering and sale of theRegistrable Securities covered by the Prospectus, or any amendment or supplementthereto, included in the Registration Statement.  (i) Not later than the effective date of the Registration Statement, the Companyshall provide a CUSIP number for the Registrable Securities registered under suchRegistration Statement.4. Obligations of the Investors. (a) At least fifteen (15) Business Days prior to the first anticipated filing dateof a Registration Statement, the Company shall notify each Investor in writing of theinformation the Company requires from each such Investor if such Investor elects tohave any of such Investor’s Registrable Securities included in such RegistrationStatement. It shall be a condition precedent to the obligations of the Company tocomplete the registration pursuant to this Agreement with respect to the RegistrableSecurities of a particular Investor that such Investor shall furnish to the Companysuch information regarding itself, the Registrable Securities held by it and theintended method of disposition of the Registrable Securities held by it, as shall bereasonably required to effect and maintain the effectiveness of the registration ofsuch Registrable Securities and shall execute such documents in connection with suchregistration as the Company may reasonably request.  (b) Each Investor, by such Investor’s acceptance of the Registrable Securities,agrees to cooperate with the Company as reasonably requested by the Company inconnection with the preparation and filing of any Registration Statement hereunder,unless such Investor has notified the Company in writing of such
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   Investor’s election to exclude all of such Investor’s Registrable Securities fromsuch Registration Statement.  (c) Each Investor agrees that, upon receipt of any notice from the Company of aGrace Period, such Investor will immediately discontinue disposition of RegistrableSecurities pursuant to any Registration Statement(s) covering such RegistrableSecurities until such Investor’s receipt that such Grace Period has expired.  (d) Each Investor covenants and agrees that it will comply with the prospectusdelivery requirements of the 1933 Act as applicable to it or an exemption therefrom inconnection with sales of Registrable Securities pursuant to the Registration Statement.  (e) Notwithstanding anything contained herein, in order to have its RegistrableSecurities included in the Registration Statement, an Investor will have to confirm inwriting its obligations hereunder.5. Expenses of Registration.     All reasonable expenses, other than underwriting discounts and commissions, if any, incurredby the Company in connection with registrations, filings or qualifications pursuant to Sections 2and 3, including, without limitation, all registration, listing and qualifications fees, andaccounting fees, and fees and disbursements of counsel for the Company shall be paid by theCompany.6. Indemnification.     In the event any Registrable Securities are included in a Registration Statement under thisAgreement: (a) To the fullest extent permitted by law, the Company will, and hereby does,indemnify, hold harmless and defend each Investor, the directors, officers, members,partners, employees, agents, representatives of, and each Person, if any, who controlsany Investor within the meaning of the 1933 Act or the 1934 Act (each, an“Indemnified Person”), against any losses, claims, damages, liabilities,judgments, fines, penalties, charges, costs, reasonable attorneys’ fees, amounts paidin settlement or expenses, joint or several (collectively, “Claims”), incurredin investigating, preparing or defending any action, claim, suit, inquiry, proceeding,investigation or appeal taken from the foregoing by or before any court orgovernmental, administrative or other regulatory agency, body or the SEC, whetherpending or threatened, whether or not an indemnified party is or may be a party thereto(“Indemnified Damages”), to which any of them may become subject insofar assuch Claims (or actions or proceedings, whether commenced or threatened, in respectthereof) arise out of or are based upon any untrue statement or alleged untruestatement of a material fact in a Registration Statement or any post-effectiveamendment thereto, or the omission or alleged omission to state a material factrequired to be stated therein or necessary to make
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   the statements therein not misleading, or contained in the final prospectus (asamended or supplemented, if the Company files any amendment thereof or supplementthereto with the SEC) or the omission or alleged omission to state therein anymaterial fact necessary to make the statements made therein, in light of thecircumstances under which the statements therein were made, not misleading (each a“Violation”). Notwithstanding anything to the contrary contained herein,the indemnification agreement contained in this Section 6(a): (i) shall not apply toa Claim by an Indemnified Person arising out of or based upon a Violation whichoccurs in reliance upon and in conformity with information furnished in writing tothe Company by such Indemnified Person for such Indemnified Person expressly for usein connection with the preparation of the Registration Statement or any suchamendment thereof or supplement thereto; and (ii) shall not apply to amounts paid insettlement of any Claim if such settlement is effected without the prior writtenconsent of the Company, which consent shall not be unreasonably withheld or delayed.Such indemnity shall remain in full force and effect regardless of anyinvestigation made by or on behalf of such Indemnified Party and shall survive thetransfer of the Registrable Securities by the Investors pursuant to Section 9.  (b) In connection with any Registration Statement in which an Investor isparticipating, each such Investor agrees to severally and not jointly indemnify, holdharmless and defend, to the same extent and in the same manner as is set forth inSection 6(a), the Company, each of its directors, each of its officers and each Person,if any, who controls the Company within the meaning of the 1933 Act or the 1934 Act(each, an “Indemnified Party”), against any Claim or Indemnified Damages towhich any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,insofar as such Claim or Indemnified Damages arise out of or are based upon anyViolation, in each case to the extent, and only to the extent, that such Violationoccurs in reliance upon and in conformity with written information furnished to theCompany by such Investor expressly for use in connection with such RegistrationStatement; and, subject to Section 6(c), such Investor will reimburse any legal orother expenses reasonably incurred by an Indemnified Party in connection withinvestigating or defending any such Claim; provided, however, that the indemnityagreement contained in this Section 6(b) and the agreement with respect to contributioncontained in Section 7 shall not apply to amounts paid in settlement of any Claim ifsuch settlement is effected without the prior written consent of such Investor, whichconsent shall not be unreasonably withheld or delayed. Such indemnity shall remain infull force and effect regardless of any investigation made by or on behalf of suchIndemnified Party and shall survive the transfer of the Registrable Securities by theInvestors pursuant to Section 9. Notwithstanding anything to the contrary containedherein, each Investor shall be liable under this Section 6(b) for only that amount asdoes not exceed the proceeds to such Investor as a result of the sale of RegistrableSecurities pursuant to such Registration Statement.  (c) Promptly after receipt by an Indemnified Person or Indemnified Party under thisSection 6 of notice of the commencement of any action or proceeding (including
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   any governmental action or proceeding) involving a Claim, such Indemnified Person orIndemnified Party shall, if a Claim in respect thereof is to be made against anyindemnifying party under this Section 6, deliver to the indemnifying party a writtennotice of the commencement thereof, and the indemnifying party shall have the rightto participate in, and, to the extent the indemnifying party so desires, jointlywith any other indemnifying party similarly noticed, to assume control of thedefense thereof with counsel mutually satisfactory to the indemnifying party and theIndemnified Person or the Indemnified Party, as the case may be; provided, however,that an Indemnified Person or Indemnified Party shall have the right to retain itsown counsel with the fees and expenses of not more than one counsel for all suchIndemnified Person or Indemnified Party to be paid by the indemnifying party, if, inthe reasonable opinion of counsel retained by the indemnifying party, therepresentation by such counsel of the Indemnified Person or Indemnified Party andthe indemnifying party would be inappropriate due to actual or potential differinginterests between such Indemnified Person or Indemnified Party and any other partyrepresented by such counsel in such proceeding. In the case of an IndemnifiedPerson, legal counsel referred to in the immediately preceding sentence shall beselected by the Investors holding at least a majority in interest of the RegistrableSecurities included in the Registration Statement to which the Claim relates. TheIndemnified Party or Indemnified Person shall cooperate reasonably with theindemnifying party in connection with any negotiation or defense of any such actionor Claim by the indemnifying party and shall furnish to the indemnifying party allinformation reasonably available to the Indemnified Party or Indemnified Personwhich relates to such action or Claim. The indemnifying party shall keep theIndemnified Party or Indemnified Person fully apprised at all times as to the statusof the defense or any settlement negotiations with respect thereto. No indemnifyingparty shall be liable for any settlement of any action, claim or proceeding effectedwithout its prior written consent, provided, however, that the indemnifying partyshall not unreasonably withhold, delay or condition its consent. No indemnifyingparty shall, without the prior written consent of the Indemnified Party orIndemnified Person, consent to entry of any judgment or enter into any settlement orother compromise which does not include as an unconditional term thereof the givingby the claimant or plaintiff to such Indemnified Party or Indemnified Person of arelease from all liability in respect to such Claim or litigation, and suchsettlement shall not include any admission as to fault on the part of theIndemnified Party. Following indemnification as provided for hereunder, theindemnifying party shall be subrogated to all rights of the Indemnified Party orIndemnified Person with respect to all third parties, firms or corporations relatingto the matter for which indemnification has been made. The failure to deliverwritten notice to the indemnifying party within a reasonable time of thecommencement of any such action shall not relieve such indemnifying party of anyliability to the Indemnified Person or Indemnified Party under this Section 6,except to the extent that the indemnifying party is prejudiced in its ability todefend such action.
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 (d) The indemnification required by this Section 6 shall be made by periodicpayments of the amount thereof during the course of the investigation or defense, asand when bills are received or Indemnified Damages are incurred.  (e) The indemnity agreements contained herein shall be in addition to (i) any causeof action or similar right of the Indemnified Party or Indemnified Person against theindemnifying party or others, and (ii) any liabilities the indemnifying party may besubject to pursuant to the law.7. Contribution.     To the extent any indemnification by an indemnifying party is prohibited or limited by law,the indemnifying party agrees to make the maximum contribution with respect to any amounts forwhich it would otherwise be liable under Section 6 to the fullest extent permitted by law;provided, however, that: (i) no Person involved in the sale of Registrable Securities which Personis guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) inconnection with such sale shall be entitled to contribution from any Person involved in such saleof Registrable Securities who was not guilty of fraudulent misrepresentation; and (ii) contributionby any seller of Registrable Securities shall be limited in amount to the net amount of proceedsreceived by such seller from the sale of such Registrable Securities pursuant to such RegistrationStatement.8. Reports Under the 1934 Act.     With a view to making available to the Investors the benefits of Rule 144 promulgated underthe 1933 Act or any other similar rule or regulation of the SEC that may at any time permit theInvestors to sell securities of the Company to the public without registration (“Rule144”), the Company agrees to: (a) make and keep public information available, as those terms are understood anddefined in Rule 144; or  (b) file with the SEC in a timely manner all reports and other documents requiredof the Company under the 1933 Act and the 1934 Act so long as the Company remainssubject to such requirements and the filing of such reports and other documents isrequired for the applicable provisions of Rule 144.9. Assignment of Registration Rights.     The rights under this Agreement shall be automatically assignable by the Investors to anytransferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investoragrees in writing with the transferee or assignee to assign such rights, and a copy of suchagreement is furnished to the Company within a reasonable time, but no later than fifteen (15) daysafter such assignment; (ii) the Company is, within such time, furnished with written notice of (a)the name and address of such transferee or assignee, and (b) the securities with respect to whichsuch registration rights are being transferred or assigned; (iii) immediately following suchtransfer or assignment the further disposition of such securities by the transferee or assignee isrestricted under the 1933 Act or applicable state securities laws; and (iv) at or before the timethe Company
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receives the written notice contemplated by clause (ii) of this sentence the transferee orassignee agrees in writing with the Company to be bound by all of the provisions contained herein.10. Amendment of Registration Rights.     Provisions of this Agreement may be amended and the observance thereof may be waived (eithergenerally or in a particular instance and either retroactively or prospectively), only with thewritten consent of the Company and the Required Holders. Any amendment or waiver effected inaccordance with this Section 10 shall be binding upon each Investor and the Company. No suchamendment shall be effective to the extent that it applies to less than all of the holders of theRegistrable Securities. No consideration shall be offered or paid to any Person to amend orconsent to a waiver or modification of any provision of this Agreement unless the sameconsideration also is offered to all of the parties to this Agreement.11. Miscellaneous. (a) A Person is deemed to be a holder of Registrable Securities whenever suchPerson owns or is deemed to own of record such Registrable Securities. If the Companyreceives conflicting instructions, notices or elections from two or more Persons withrespect to the same Registrable Securities, the Company shall act upon the basis ofinstructions, notice or election received from such record owner of such RegistrableSecurities.  (b) Any notices, consents, waivers or other communications required or permitted tobe given under the terms of this Agreement must be in writing and will be deemed tohave been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt,when sent by facsimile (provided confirmation of transmission is mechanically orelectronically generated and kept on file by the sending party); or (iii) one BusinessDay after deposit with a nationally recognized overnight delivery service, in each caseproperly addressed to the party to receive the same. The addresses and facsimilenumbers for such communications shall be:If to the Company:Attn: Antonio B. Mon