Common use of The Registration Statement Clause in Contracts

The Registration Statement. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;

The Registration Statement. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at (a) Following the date of this Agreement, SPAC, Pubco and the Company shall prepare and, as promptly as practicable after delivery by the Company of the Required Financial Statements pursuant to Section 7.4(a), file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement contained therein, the “Registration Statement”) in connection with the registration under the Securities Act of the Pubco Class A Stock and the Pubco Warrants to be issued under this Agreement to the holders of SPAC Securities and to Company Holders at the Effective Time, which Registration Statement will also contain a proxy statement of SPAC (as amended, the “Proxy Statement”) for the purpose of soliciting proxies from SPAC Shareholders for the matters to be acted upon at the Extraordinary General Meeting and providing the Public Shareholders an opportunity in accordance with the SPAC Memorandum and Articles and the IPO Prospectus to have their SPAC Class A Ordinary Shares redeemed (the “Redemption”) in conjunction with the shareholder vote on the SPAC Shareholder Approval Matters. The Proxy Statement shall include proxy materials for the purpose of soliciting proxies from SPAC Shareholders to vote, at an extraordinary general meeting of SPAC Shareholders to be called and held for such purpose (the “Extraordinary General Meeting”), in favor of resolutions approving (i) as an ordinary resolution, the adoption and approval of this Agreement and the Transactions as a Business Combination, (ii) as a special resolution, the approval of the SPAC Merger, (iii) the adoption and approval of a new equity incentive plan for Pubco in a form mutually satisfactory to SPAC and the Company (the “Incentive Plan”), and which will provide for awards for a number of shares of Pubco Class A Stock equal to ten percent (10%) of the aggregate number of shares of Pubco Class A Stock issued and outstanding immediately after the Closing (after giving effect to the Redemption) and shall include a customary evergreen provision, as further set forth in the Incentive Plan, (iv) the adoption and approval of a new employee stock purchase plan, which shall include a customary evergreen provision, (v) the appointment of the members of the Post-Closing Pubco Board in accordance with Section 7.14 hereof and (vi) as an ordinary resolution (or if required by applicable Law or the SPAC Memorandum and Articles, as a special resolution) the adoption and approval of such other matters as the Company, Pubco and SPAC shall hereafter mutually determine to be necessary or appropriate in order to effect the Transactions, (the approvals described in foregoing clauses (i) through (vi), collectively, the “SPAC Shareholder Approval Matters”), (vii) as a special resolution, an amendment to the SPAC Memorandum and Articles, effective immediately prior to the Closing, to remove references to the $5,000,001 net tangible assets requirements set forth in the SPAC Memorandum and Articles (the “NTA Amendment”), and (viii) as an ordinary resolution, the adjournment of the Extraordinary General Meeting, if necessary or desirable in the reasonable determination of SPAC, in each case in accordance with the SPAC Memorandum and Articles, the Cayman Act, the DGCL and the rules and regulations of the SEC and NYSE. If on the date for which the Extraordinary General Meeting is scheduled, SPAC has not received proxies representing a sufficient number of shares to obtain the Required Shareholder Approval, whether or not a quorum is present, SPAC may make one or more successive postponements or adjournments of the Extraordinary General Meeting in accordance with Section 7.11(d); provided that, in the event of a postponement or adjournment the Extraordinary General Meeting shall be reconvened as promptly as practicable following such time as the matter causing the postponement or adjournment has been resolved and any postponement or adjournment cannot extend more than ten (10) Business Days in the aggregate without the Company’s consent. In connection with the Registration Statement, SPAC, Pubco and the Company will file with the SEC financial and other information about the Transactions in accordance with applicable Law and applicable proxy solicitation and registration statement rules set forth in the SPAC Memorandum and Articles, the Cayman Act and the rules and regulations of the SEC and NYSE. SPAC and Pubco shall cooperate and provide the Company (and its counsel) with a reasonable opportunity to review and comment on the Registration Statement and any amendment thereofor supplement thereto prior to filing the same with the SEC. The Company shall provide SPAC and Pubco with such information concerning the Target Companies and their respective equityholders, officers, directors, employees, assets, Liabilities, condition (financial or otherwise), business and operations that may be reasonably required or appropriate for inclusion in the Registration Statement, or in any amendments or supplements thereto, which information provided by the Company shall be true and correct and not contain any untrue statement of a material fact or omit to become effectivestate a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not materially misleading. (b) SPAC and Pubco shall take any and all reasonable and necessary actions required to satisfy the requirements of the SPAC Memorandum and Articles, the Securities Act, the Exchange Act and other applicable Laws in connection with the Registration Statement, the Extraordinary General Meeting and the Redemption. Prior Each of SPAC, Pubco and the Company shall, and shall cause each of its Subsidiaries to, make their respective directors, officers and employees, upon reasonable advance notice, available to the termination Company, Pubco, SPAC, and their respective Representatives in connection with the drafting of the offering of public filings with respect to the NotesTransactions, none of including the Current IssuerRegistration Statement, Funding, and responding in a timely manner to comments from the Mortgages Trustee or NRPLC will file SEC. Each Party shall promptly correct any amendment of information provided by it for use in the Registration Statement (and other related materials) if and to the extent that such information is determined to have become false or misleading in any material respect or as otherwise required by applicable Laws. SPAC, Pubco and the Company shall amend or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the ProspectusRegistration Statement, properly completedas so amended or supplemented, and any supplement thereto to be filed with the Commission pursuant SEC and to be disseminated to the applicable paragraph of Rule 424(b) within the time period prescribed SPAC Shareholders, in each case as and will provide evidence satisfactory to the Lead Underwriters extent required by applicable Laws and subject to the terms and conditions of such timely filing. The Current Issuerthis Agreement and the SPAC Memorandum and Articles; provided, Fundingthat Pubco shall not amend or supplement the Registration Statement without the prior written consent of SPAC and the Company, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters:which consent shall not to be unreasonably withheld, conditioned or delayed. (ic) when SPAC and Pubco, with the assistance of the other Parties, shall promptly respond to any SEC comments on the Registration Statement and shall otherwise use their reasonable efforts to cause the Registration Statement to “clear” comments from the SEC and become effective. SPAC and Pubco shall provide the Company with copies of any written comments, and shall inform the Company of any material oral comments, that SPAC, Pubco or their respective Representatives receive from the SEC or its staff with respect to the Registration Statement, if not effective at the date Extraordinary General Meeting and the Redemption promptly after the receipt of this Agreementsuch comments and shall give the Company and their respective Representatives a reasonable opportunity under the circumstances to review and comment on any proposed written or material oral responses to such comments, shall have become effective;including to the extent possible, participation by the Company or their counsel in discussions with the SEC. (iid) when As soon as practicable following the ProspectusRegistration Statement “clearing” comments from the SEC and becoming effective, SPAC shall set a record date for the Extraordinary General Meeting and any supplement distribute the Registration Statement to the SPAC Shareholders and, pursuant thereto, shall have been filed call and convene the Extraordinary General Meeting for a date no later than thirty (if required30) with days following the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination effectiveness of the offering of the Notes, any amendment to the Registration Statement (the “SEC Approval Date”). SPAC shall, through the SPAC Board, recommend to the SPAC Shareholders the approval of the SPAC Shareholder Approval Matters and include such recommendation in the Proxy Statement, with such changes as may be mutually agreed by the Parties. Subject to their duties under Cayman Islands law, the SPAC Board shall have been filed not change, withdraw, withhold, qualify or become effective;modify its recommendation to the SPAC Shareholders that they vote in favor of the SPAC Shareholder Approval Matters (a “Modification in Recommendation”). (e) If the SPAC Shareholders approve the NTA Amendment at the Extraordinary General Meeting, then promptly after the Extraordinary General Meeting and prior to the Closing, SPAC shall amend the SPAC Memorandum and Articles in accordance with the amendments contemplated by the NTA Amendment. (f) SPAC shall comply with all applicable Laws, any applicable rules and regulations of NYSE, the SPAC Memorandum and Articles and this Agreement in the preparation, filing and distribution of the Registration Statement, any solicitation of proxies thereunder, the setting of the record date for, and the calling and holding of, the Extraordinary General Meeting and the Redemption.

The Registration Statement. The Current Ninth Issuer, Funding, the Mortgages Trustee and NRPLC Abbey will use their best efforts to cause the Registration Statement, if not effective at the date of this AgreementExecution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Ninth Issuer Notes, none of the Current Ninth Issuer, Funding, the Mortgages Trustee or NRPLC Abbey will file any amendment of to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Ninth Issuer, Funding, the Mortgages Trustee and NRPLC Abbey have furnished the Lead Underwriters with copies a copy for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Ninth Issuer, Funding, the Mortgages Trustee and NRPLC Abbey will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Ninth Issuer, Funding, the Mortgages Trustee and NRPLC Abbey will promptly advise the Lead UnderwritersUnderwriters when: (i) when the Registration Statement, if not effective at the date of this AgreementExecution Time, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Ninth Issuer Notes, any amendment to the Registration Statement shall have been filed or become effective;.

The Registration Statement. The Current Issuer, FundingAs soon as reasonably practicable after the date hereof, the Mortgages Trustee and NRPLC Partnership will file the Registration Statement with the SEC. The Partnership will use their best its commercially reasonable efforts to cause the Registration Statement, if not Statement to be declared effective by the SEC as promptly as reasonably practicable following such filing and to remain effective at all times during the date term of this Agreement. In connection with the Registration Statement, and any amendment thereof, the Partnership will: (a) cause the Registration Statement to become effective. Prior comply as to form in all material respects with the termination requirements of the offering applicable form and include all financial statements required by the SEC to be incorporated therein or filed therewith; (b) notify the NGP Parties at least five Business Days before filing the Registration Statement of its intention to file the Notes, none of Registration Statement with the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment SEC and provide a copy of the Registration Statement to the NGP Parties for review and comment; (c) notify the NGP Parties at least two Business Days before filing any amendment or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none provide a copy of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject NGP Parties for review and comment; (d) promptly following receipt from the SEC, provide to the foregoing sentence, if NGP Parties copies of any comments made by the SEC staff relating to the Registration Statement has become or becomes effective pursuant to Rule 430Aand, or filing of promptly following the Prospectus is otherwise required under Rule 424(b)preparation thereof, the Current IssuerPartnership’s responses thereto for review and comment; (e) as promptly as reasonably practicable, Funding, the Mortgages Trustee prepare and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed file with the Commission pursuant SEC such amendments and post-effective amendments to the applicable paragraph of Rule 424(bRegistration Statement as may be necessary to keep the Registration Statement effective for the period required hereunder; (f) within notify the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will NGP Parties promptly advise the Lead Underwriters: (i) when the Registration Statement, if not Statement has become effective at the date of this Agreement, shall have and when any post-effective amendments and supplements thereto become effective, (ii) of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, or (iii) of any request by the SEC or any other federal or state Governmental Authority for amendments or supplements to the Registration Statement or any related prospectus or prospectus supplement or for additional information; (iig) when prepare and file in a timely manner all documents and reports required by the ProspectusExchange Act; (h) if required under the rules of FINRA, in connection with the initial filing of the Registration Statement and each amendment thereto, prepare and, within one Business Day of such filing with the SEC, file with the FINRA all forms and information required by FINRA to be so filed in order to obtain written confirmation from FINRA that FINRA conditionally does not object to the fairness and reasonableness of the underwriting terms and arrangements relating to the sale of securities pursuant to the Registration Statement, including information provided to FINRA through its COBRADesk system, and any supplement theretopay all costs, shall have been filed (if required) with fees and expenses incident to FINRA’s review of the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed and the related underwriting terms and arrangements, including all filing fees associated with the Commissionany filings or submissions to FINRA; and (iiii) when, prior otherwise use its commercially reasonable efforts to termination comply in all material respects with all applicable rules and regulations of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;SEC.

The Registration Statement. The Current Issuer, Funding(i) Notwithstanding Section 5(h) of the Agreement, the Mortgages Trustee and NRPLC will use their best efforts Company agrees to cause keep effective the Registration StatementStatement until the first to occur of (A) September 15, 2007 and (B) such time as no Exchangeable Notes remain outstanding. (ii) Loews agrees that the Company may, by giving one business day's written notice to Loews, and the trustee and the exchange agent for the Exchangeable Notes (which notice shall specify that it is given on behalf of Loews under the indenture for the Exchangeable Notes (the "Indenture")), defer filing the Registration Statement to a date later than September 30, 1998, or, at any time and from time to time after the Registration Statement has been filed and declared effective, require Loews to suspend use of any resale prospectus or prospectus supplement included in the Registration Statement (A) for a reasonable period of time, but not in excess of ninety (90) days, if the Company (x) is at such time conducting or about to conduct an underwritten public offering of its securities for its own account and the Board of Directors of the Company determines in good faith that such offering would be materially adversely affected by such use, or (y) would, in the opinion of the Company's counsel, be required to disclose in such Registration Statement information not effective at otherwise then required by law to be publicly disclosed and, in the date good faith judgment of this Agreementthe Board of Directors of the Company, such disclosure would reasonably be expected to adversely affect any material business transaction or negotiation in which the Company is then engaged or (B) for any period during which the Company has notified Loews and any amendment thereof, to become effective. Prior the exchange agent for the Exchangeable Notes of the occurrence of an event requiring the preparation of a supplement to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of resale prospectus included in the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any an amendment to the Registration Statement so that, as thereafter delivered to holders of the Exchangeable Notes exchanging such notes for shares of Registerable Common Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and as promptly as practicable make available to Loews any such supplement or amendment. Notwithstanding the foregoing, such suspensions of use of any such resale prospectus or prospectus supplement shall have been not be in effect for more than 120 days in any twelve-month period. (iii) Loews further agrees that the provisions of paragraph (ii) above shall apply to any future request for registration made by Loews under Section 2.1 of the Agreement if such request relates to a "shelf" registration requested to be filed or become effective;by the Company pursuant to Rule 415 promulgated under the Act.

The Registration Statement. The Current Together with the Ninth Issuer, Funding, Funding and the Mortgages Trustee have prepared and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph Registration Statement (file number 333-117381) on Form S-11, including a related preliminary prospectus, for registration under the Securities Act of Rule 424(b) within the time period prescribed offering and will provide evidence satisfactory to sale of the Lead Underwriters of such timely filingNinth Issuer Notes. The Current Ninth Issuer, Funding, Funding and the Mortgages Trustee may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwriters. The Ninth Issuer, Funding and NRPLC the Mortgages Trustee will promptly advise next file with the Lead Underwriters: Commission one of the following either (i) when prior to the Effective Date of such Registration Statement, if not effective at a further amendment to such Registration Statement, including the date form of this Agreementfinal prospectus, shall have become effective; or (ii) when after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b) under the Securities Act. In the case of Subparagraph (ii), the Ninth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and any supplement theretoform of final prospectus, or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent that the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have been filed (if required) with advised the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) whenUnderwriters, prior to termination of the offering of the NotesExecution Time, any amendment to the Registration Statement shall have been filed will be included or become effective;made therein.

The Registration Statement. The Current Issuer, Funding, Issuer (together with Funding 2 and the Mortgages Trustee Trustee) has prepared and NRPLC will use their best efforts to cause filed with the Registration StatementUnited States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-119671), if not effective at the date of this Agreementincluding a prospectus, and any amendment thereofsuch registration statement has become effective under the Securities Act of 1933, to become effectiveas amended (the "Securities Act"). Prior As of the Closing Date, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the termination of Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or Dollar Notes is proposed to be supplemented by a prospectus supplement relating to the Prospectus or any Rule 462(b) Registration Statement unless the Current IssuerDollar Notes and, Fundingas so supplemented, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to Rule 424 under the applicable paragraph of Rule 424(b) within Act. (Such registration statement, as amended at the time period prescribed it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and will provide evidence satisfactory such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the Lead Underwriters of such timely filing"Prospectus"). The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when Any reference herein to the Registration Statement, if not effective at any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of this Agreement, shall have become effective; (ii) when such preliminary prospectus or the Prospectus, as the case may be; and any supplement thereto, shall have been filed (if required) reference herein to the terms "amend," "amendment" or "supplement" with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") after the Effective Date of the Registration Statement shall have been filed or become effective;the issue date of any preliminary prospectus or the date on which the -------------------------------------------------------------------------------

The Registration Statement. The Current Eighth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this AgreementExecution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Eighth Issuer Notes, none of the Current Eighth Issuer, Funding, the Mortgages Trustee or NRPLC ANPLC will file any amendment of to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Eighth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC have furnished the Lead Underwriters Managers with copies a copy for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters Managers reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Eighth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters Managers of such timely filing. The Current Eighth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will promptly advise the Lead UnderwritersManagers when: (i) when the Registration Statement, if not effective at the date of this AgreementExecution Time, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Eighth Issuer Notes, any amendment to the Registration Statement shall have been filed or become effective;.

The Registration Statement. (A) The Current Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective as amended to cover the offering, issuance and sale by Apple of such number of shares of Apple Common Stock at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of IPO Price (which need not be set forth in the Registration Statement when it becomes effective under the Securities Act) as shall yield aggregate cash proceeds to Apple from that sale (net of the Underwriter's discount or supplement commissions) in at least the amount (the "Minimum Cash Amount") that is sufficient, when added to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentencefunds, if any, available from other sources (if any, and as set forth in the Registration Statement has become or when it becomes effective under the Securities Act) (the "Other Financing Sources") to enable Apple to pay or otherwise deliver on the IPO Closing Date (1) the total cash portion of the Merger Consideration then to be delivered pursuant to Rule 430ASection 2.04, or filing (2) the total cash portion of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto Merger or other acquisition consideration then to be filed with the Commission delivered pursuant to the applicable paragraph Other Agreements as a result of Rule 424(bthe consummation of the Merger or other acquisition transactions contemplated thereby and (3) within the total amount of Indebtedness of the Founding Companies and Apple which the Registration Statement discloses at the time period prescribed it becomes effective under the Securities Act will be repaid on the IPO Closing Date with proceeds received by Apple from the IPO and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Prospectus, and any supplement theretoOther Financing Sources, shall have been filed declared effective under the Securities Act by the SEC; (if requiredB) with no stop order suspending the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination effectiveness of the offering of the Notes, any amendment to the Registration Statement shall have been filed issued by the SEC, and the SEC shall not have initiated or become effective;threatened to initiate Litigation for that purpose; and (C) the Underwriter shall have agreed in writing (the "Underwriting Agreement," which term includes the related pricing agreement, if any) to purchase from Apple on a firm commitment basis for resale to the public initially at the IPO Price, subject to the conditions set forth in the Underwriting Agreement, such number of shares of Apple Common Stock covered by the Registration Statement as, when multiplied by the price per share of Apple Common Stock to be paid by the Underwriter to Apple pursuant to the Underwriting Agreement, shall equal at least the Minimum Cash Amount.

The Registration Statement. The Current IssuerYou are not required to authorize the Company to include your Shares in the Registration Statement. A blank is provided at the end of this letter where you may indicate whether you wish your Shares to be so included or not. If you check the "No" box below, Fundingthen neither this Section 3 nor Section 4 will apply to you. If on the other hand you check the "Yes" box below and sign your name beneath it, that will constitute an authorization by you to the Mortgages Trustee and NRPLC will use their best efforts Company: (a) to cause include your Shares in the Registration Statement until the earliest of (i) the disposition by you of all your Shares, (ii) the withdrawal by the Company of the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior (iii) written instruction to the termination of Company by you or your legal representative to withdraw your Shares from the offering of Registration Statement, or (iv) your death, (b) to name you as a selling shareholder in the NotesRegistration Statement and to provide therein such information concerning you as is required from time to time by applicable SEC rules, none of the Current Issueras supplied by you, Funding, the Mortgages Trustee or NRPLC will and (c) to file any amendment such amendments of the Registration Statement or supplement with the SEC from time to time as the Company considers appropriate. In addition, if you check the "Yes" box below and sign your name beneath it, you thereby agree: (i) to complete accurately the enclosed questionnaire; to return it to W. David Hanks at the Company no la▇▇▇ ▇▇▇▇ ▇▇vember 18, 1996; and to notify the Company immediately in writing of any change in the information supplied in the questionnaire for so long as the Shares are covered by the Registration Statement, (ii) to indemnify the Company, to the Prospectus extent provided in Section 4 below, against certain liabilities under the securities laws with respect to information supplied by you for inclusion in the Registration Statement, as described below, (iii) to notify the Company immediately of all sales of Shares pursuant to the Registration Statement, (iv) to pay out of the proceeds of any sale of Shares pursuant to the Registration Statement: (A) to the Company, the Discount allocable to the Shares sold, (B) any underwriting discount or any Rule 462(bcommission due with respect to such sale, and (C) your pro rata share of the fee for filing the Registration Statement unless with the Current IssuerSEC, Fundingand (v) to continue to comply with Company policies relating generally to transactions by employees in Company securities, the Mortgages Trustee as they presently exist and NRPLC have furnished the Lead Underwriters with copies for their review prior may be amended from time to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject time, to the foregoing sentenceextent such policies are applicable to Shares covered by the Registration Statement. YOU ARE NOT REQUIRED TO SELL ANY SHARES BY REASON OF YOUR ELECTION TO INCLUDE THEM IN THE REGISTRATION STATEMENT. The Registration Statement merely affords an optional means by which you may, if you wish, sell any or all of the Shares from time to time, one or more times, when and as determined by you. You may include the Shares in the Registration Statement and still elect not to sell them. If you elect to sell Shares under the Registration Statement, you may be deemed to be a statutory underwriter for purposes of the Act, which means you could under certain circumstances be liable to purchasers of the Shares for any decline in their value during a period of not less than one year following your sale, if the Registration Statement has become is found to contain an untrue statement of a material fact or becomes effective pursuant to Rule 430Ahave omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Because the Company believes it is in its best interests as well as yours that you have an opportunity to sell the Shares while you (or your donor) are employed by the Company, and in consideration of your agreement to indemnify the Company against liability under the Act to the extent provided in Section 4 below with respect to information supplied by you, the Company agrees to indemnify you against liability under the Act to the extent provided in Section 4 below with respect to information supplied by it for inclusion in the Registration Statement. In the opinion of the SEC, however, the Company's foregoing agreement to indemnify (other than for expenses or attorneys fees incurred in the successful defense of a lawsuit) against liability under the Act incurred by a DIRECTOR, OFFICER, OR CONTROLLING PERSON OF THE COMPANY who sells stock under the Registration Statement is unenforceable. Accordingly, the Company will not indemnify a director, officer, or filing controlling person of the Prospectus Company against liability under the Act unless in the opinion of its counsel the matter has been settled by controlling precedent, absent an adjudication by a court of appropriate jurisdiction that such indemnification is otherwise required under Rule 424(b)not against public policy as expressed in the Act. As indicated previously, the Current IssuerCompany will not file the Registration Statement unless a sufficient number of employee-stockholders check the "Yes" box below, Funding, and timely return the Mortgages Trustee and NRPLC will cause the Prospectus, enclosed questionnaire properly completed, to justify the expense and any supplement thereto to be filed administrative burden associated with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current IssuerIn the event you check the "Yes" box and timely return the questionnaire, Funding, but the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when Company elects for any reason not to file the Registration Statement, if not effective at the date of this Agreementor to withdraw it after it is filed, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;then you will be notified promptly.

The Registration Statement. The Current Issuer, Funding(i) Notwithstanding Section 5(h) of the Agreement, the Mortgages Trustee and NRPLC will use their best efforts Company agrees to cause keep effective the Registration StatementStatement until the first to occur of (A) September 15, 2007 and (B) such time as no Exchangeable Notes remain outstanding. (ii) Loews agrees that the Company may, by giving one business day's written notice to Loews, and the trustee and the exchange agent for the Exchangeable Notes (which notice shall specify that it is given on behalf of Loews under the indenture for the Exchangeable Notes (the "Indenture")), defer filing the Registration Statement to a date later than September 30, 1998, or, at any time and from time to time after the Registration Statement has been filed and declared effective, require Loews to suspend use of any resale prospectus or prospectus supplement included in the Registration Statement (A) for a reasonable period of time, but not in excess of ninety (90) days, if the Company (x) is at such time conducting or about to conduct an underwritten public offering of its securities for its own account and the Board of Directors of the Company determines in good faith that such offering would be materially adversely affected by such use, or (y) would, in the opinion of the Company's counsel, be required to disclose in such Registration Statement information not effective at otherwise then required by law to be publicly disclosed and, in the date good faith judgment of this Agreementthe Board of Directors of the Company, such disclosure would reasonably be expected to adversely affect any material business transaction or negotiation in which the Company is then engaged or (B) for any period during which the Company has notified Loews and any amendment thereof, to become effective. Prior the exchange agent for the Exchangeable Notes of the occurrence of an event requiring the preparation of a supplement to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of resale prospectus included in the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any an amendment to the Registration Statement so that, as thereafter delivered to holders of the Exchangeable Notes exchanging such notes for shares of Registerable Common Stock, such prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were 2 made, not misleading, and as promptly as practicable make available to Loews any such supplement or amendment. Notwithstanding the foregoing, such suspensions of use of any such resale prospectus or prospectus supplement shall have been not be in effect for more that 120 days in any twelve-month period. (iii) Loews further agrees that the provision of paragraph (ii) above shall apply to any future request for registration made by Loews under Section 2.1 of the Agreement if such request relates to a "shelf" registration requested to be filed or become effective;by the Company pursuant to Rule 415 promulgated under the Act. 3.

The Registration Statement. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective;; ------------------------------------------------------------------------------ 24 ------------------------------------------------------------------------------ (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;

The Registration Statement. The Current IssuerYou are not required to authorize the Company to include your Shares in the Registration Statement. A blank is provided at the end of this letter where you may indicate whether you wish your Shares to be so included or not. If you check the "No" box below, Fundingthen neither this Section 3 nor Section 4 will apply to you. If on the other hand you check the "Yes" box below and sign your name beneath it, that will constitute an authorization by you to the Mortgages Trustee and NRPLC will use their best efforts Company: (a) to cause include your Shares in the Registration Statement until the earliest of (i) the disposition by you of all your Shares, (ii) the withdrawal by the Company of the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior (iii) written instruction to the termination of Company by you or your legal representative to withdraw your Shares from the offering of Registration Statement, or (iv) your death, (b) to name you as a selling shareholder in the NotesRegistration Statement and to provide therein such information concerning you as is required from time to time by applicable SEC rules, none of the Current Issueras supplied by you, Funding, the Mortgages Trustee or NRPLC will and (c) to file any amendment such amendments of the Registration Statement or supplement with the SEC from time to time as the Company considers appropriate. In addition, if you check the "Yes" box below and sign your name beneath it, you thereby agree: (i) to complete accurately the enclosed questionnaire; to return it to W. David Hanks at the Company no later than November 18, ▇▇▇▇; ▇nd to notify the Company immediately in writing of any change in the information supplied in the questionnaire for so long as the Shares are covered by the Registration Statement, (ii) to indemnify the Company, to the Prospectus extent provided in Section 4 below, against certain liabilities under the securities laws with respect to information supplied by you for inclusion in the Registration Statement, as described below, (iii) to notify the Company immediately of all sales of Shares pursuant to the Registration Statement, (iv) to pay out of the proceeds of any sale of Shares pursuant to the Registration Statement: (A) to the Company, the Discount allocable to the Shares sold, (B) any underwriting discount or any Rule 462(bcommission due with respect to such sale, and (C) your pro rata share of the fee for filing the Registration Statement unless with the Current IssuerSEC, Fundingand (v) to continue to comply with Company policies relating generally to transactions by employees in Company securities, the Mortgages Trustee as they presently exist and NRPLC have furnished the Lead Underwriters with copies for their review prior may be amended from time to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject time, to the foregoing sentenceextent such policies are applicable to Shares covered by the Registration Statement. YOU ARE NOT REQUIRED TO SELL ANY SHARES BY REASON OF YOUR ELECTION TO INCLUDE THEM IN THE REGISTRATION STATEMENT. The Registration Statement merely affords an optional means by which you may, if you wish, sell any or all of the Shares from time to time, one or more times, when and as determined by you. You may include the Shares in the Registration Statement and still elect not to sell them. If you elect to sell Shares under the Registration Statement, you may be deemed to be a statutory underwriter for purposes of the Act, which means you could under certain circumstances be liable to purchasers of the Shares for any decline in their value during a period of not less than one year following your sale, if the Registration Statement has become is found to contain an untrue statement of a material fact or becomes effective pursuant to Rule 430Ahave omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Because the Company believes it is in its best interests as well as yours that you have an opportunity to sell the Shares while you (or your donor) are employed by the Company, and in consideration of your agreement to indemnify the Company against liability under the Act to the extent provided in Section 4 below with respect to information supplied by you, the Company agrees to indemnify you against liability under the Act to the extent provided in Section 4 below with respect to information supplied by it for inclusion in the Registration Statement. In the opinion of the SEC, however, the Company's foregoing agreement to indemnify (other than for expenses or attorneys fees incurred in the successful defense of a lawsuit) against liability under the Act incurred by a DIRECTOR, OFFICER, OR CONTROLLING PERSON OF THE COMPANY who sells stock under the Registration Statement is unenforceable. Accordingly, the Company will not indemnify a director, officer, or filing controlling person of the Prospectus Company against liability under the Act unless in the opinion of its counsel the matter has been settled by controlling precedent, absent an adjudication by a court of appropriate jurisdiction that such indemnification is otherwise required under Rule 424(b)not against public policy as expressed in the Act. As indicated previously, the Current IssuerCompany will not file the Registration Statement unless a sufficient number of employee-stockholders check the "Yes" box below, Funding, and timely return the Mortgages Trustee and NRPLC will cause the Prospectus, enclosed questionnaire properly completed, to justify the expense and any supplement thereto to be filed administrative burden associated with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current IssuerIn the event you check the "Yes" box and timely return the questionnaire, Funding, but the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when Company elects for any reason not to file the Registration Statement, if not effective at the date of this Agreementor to withdraw it after it is filed, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;then you will be notified promptly.

The Registration Statement. The Current Sixth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this AgreementExecution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Sixth Issuer Notes, none of the Current Sixth Issuer, Funding, the Mortgages Trustee or NRPLC ANPLC will file any amendment of to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Sixth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC have furnished the Lead Underwriters Managers with copies a copy for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters Managers reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Sixth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters Managers of such timely filing. The Current Sixth Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will promptly advise the Lead UnderwritersManagers when: (i) when the Registration Statement, if not effective at the date of this AgreementExecution Time, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Sixth Issuer Notes, any amendment to the Registration Statement shall have been filed or become effective;

The Registration Statement. The Current During the Marketing Period (as defined below), none of the Master Issuer, Funding, the Mortgages Trustee or Abbey will file any amendment to the Registration Statement or supplement to the Final Prospectus unless the Master Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC Abbey have furnished the Lead Underwriters with copies a copy for their review prior to such filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Master Issuer, Funding, the Mortgages Trustee and NRPLC Abbey will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed therein and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Master Issuer, Funding, the Mortgages Trustee Trustees and NRPLC Abbey will promptly advise the Lead UnderwritersUnderwriters when: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with under the CommissionSecurities Act; and (iiiii) when, prior to termination of the offering of the U.S. Issue 2007-2 Notes, any amendment to the Registration Statement shall have been filed or become effective;; In the event the Master Issuer, Funding, the Mortgages Trustee or Abbey becomes aware that, as of the Applicable Time, the Preliminary Prospectus contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, the Master Issuer, Funding, the Mortgages Trustee or Abbey shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Master Issuer shall, if requested by the Underwriters, prepare and deliver to the Underwriters an amended preliminary prospectus (an Amended Prospectus) approved by the Underwriters that corrects such untrue statement or omission. Any Amended Prospectus shall comply with the requirements for reformation of the original Contract of Sale, as described in Section IV.A.2.c. of the Commission’s Securities Offering Reform Release No. 33-8591.

The Registration Statement. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any ICM:666130.2 such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;

The Registration Statement. The Current During the Marketing Period (as defined below), none of the Master Issuer, Funding, the Mortgages Trustee or Abbey will file any amendment to the Registration Statement or supplement to the Final Prospectus unless the Master Issuer, Funding, the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this Agreement, and any amendment thereof, to become effective. Prior to the termination of the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Issuer, Funding, the Mortgages Trustee and NRPLC Abbey have furnished the Lead Underwriters with copies a copy for their review prior to such filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Master Issuer, Funding, the Mortgages Trustee and NRPLC Abbey will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) under the Securities Act within the time period prescribed therein and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Master Issuer, Funding, the Mortgages Trustee Trustees and NRPLC Abbey will promptly advise the Lead UnderwritersUnderwriters when: (i) when the Registration Statement, if not effective at the date of this Agreement, shall have become effective; (ii) when the Final Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with under the CommissionSecurities Act; and (iiiii) when, prior to termination of the offering of the U.S. Issue 2007-1 Notes, any amendment to the Registration Statement shall have been filed or become effective;; In the event the Master Issuer, Funding, the Mortgages Trustee or Abbey becomes aware that, as of the Applicable Time, the Preliminary Prospectus contains or contained any untrue statement of material fact or omits or omitted to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not misleading, the Master Issuer, Funding, the Mortgages Trustee or Abbey shall promptly notify the Underwriters of such untrue statement or omission no later than one business day after discovery and the Master Issuer shall, if requested by the Underwriters, prepare and deliver to the Underwriters an amended preliminary prospectus (an AMENDED PROSPECTUS) approved by the Underwriters that corrects such untrue statement or omission. Any Amended Prospectus shall comply with the requirements for reformation of the original Contract of Sale, as described in Section IV.A.2.c. of the Commission's Securities Offering Reform Release No. 33-8591.

The Registration Statement. The Current Seventh Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will use their best efforts to cause the Registration Statement, if not effective at the date of this AgreementExecution Time, and any amendment thereofthereto, to become effective. Prior to the termination of the offering of the Seventh Issuer Notes, none of the Current Seventh Issuer, Funding, the Mortgages Trustee or NRPLC ANPLC will file any amendment of to the Registration Statement or supplement to the Prospectus or any Rule 462(b) Registration Statement unless the Current Seventh Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC have furnished the Lead Underwriters Managers with copies a copy for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters Managers reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Seventh Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters Managers of such timely filing. The Current Seventh Issuer, Funding, the Mortgages Trustee and NRPLC ANPLC will promptly advise the Lead UnderwritersManagers when: (i) when the Registration Statement, if not effective at the date of this AgreementExecution Time, shall have become effective; (ii) when the Prospectus, and any supplement thereto, shall have been filed (if required) with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Seventh Issuer Notes, any amendment to the Registration Statement shall have been filed or become effective;

The Registration Statement. The Current Issuer, Funding, Issuer (together with Funding 2 and the Mortgages Trustee Trustee) has prepared and NRPLC will use their best efforts to cause filed with the Registration StatementUnited States Securities and Exchange Commission (the "Commission") a registration statement on Form S-3 (File No. 333-119671), if not effective at the date of this Agreementincluding a prospectus, and any amendment thereofsuch registration statement has become effective under the Securities Act of 1933, to become effectiveas amended (the "Securities Act"). Prior As of the Closing Date, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the termination of Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering of the Notes, none of the Current Issuer, Funding, the Mortgages Trustee or NRPLC will file any amendment of the Registration Statement or Dollar Notes is proposed to be supplemented by a prospectus supplement relating to the Prospectus or any Rule 462(b) Registration Statement unless the Current IssuerDollar Notes and, Fundingas so supplemented, the Mortgages Trustee and NRPLC have furnished the Lead Underwriters with copies for their review prior to filing and none of them will file any such proposed amendment or supplement to which the Lead Underwriters reasonably object. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A, or filing of the Prospectus is otherwise required under Rule 424(b), the Current Issuer, Funding, the Mortgages Trustee and NRPLC will cause the Prospectus, properly completed, and any supplement thereto to be filed with the Commission pursuant to Rule 424 under the applicable paragraph of Rule 424(b) within Act. (Such registration statement, as amended at the time period prescribed it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and will provide evidence satisfactory such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the Lead Underwriters of such timely filing"Prospectus"). The Current Issuer, Funding, the Mortgages Trustee and NRPLC will promptly advise the Lead Underwriters: (i) when Any reference herein to the Registration Statement, if not effective at any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of this Agreement, shall have become effective; (ii) when such preliminary prospectus or the Prospectus, as the case may be; and any supplement thereto, shall have been filed (if required) reference herein to the terms "amend," "amendment" or "supplement" with the Commission pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) when, prior to termination of the offering of the Notes, any amendment respect to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the filing of any document under the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the "Exchange Act") after the Effective Date of the Registration Statement shall have been filed or become effective;the issue date of any preliminary prospectus or the date on which the -------------------------------------------------------------------------