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. (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 Acquisition 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 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 Acquisition 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 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 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, 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 Issuer, Funding, Upon the Mortgages Trustee and NRPLC will use their best efforts to cause the Registration Statement, if not effective at the date execution of this Agreement, the Company shall promptly prepare 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 all documents 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 by the SEC for the purpose of registering the aforesaid 1,145,265 Shares. As an inducement to the Company agreeing to register the Shares, Lxxxxxx and Kxxxx and the Company covenant as follows: i. Xxxxxxx shall deposit the Shares with Kxxxx with appropriate stock powers attached and endorsed by Lxxxxxx; ii. If, as, and when, the Commission Amendment is declared effective by the SEC, Kxxxx, as agent for Lxxxxxx, shall use its best efforts to sell a maximum of 530,000 of the Shares (“Available Shares”)at a price and cost acceptable to Lxxxxxx and Kxxxx; provided, however, that if the best offer obtainable by Kxxxx is $2.85 net per share or better, Lxxxxxx and Kxxxx must accept such offer for the Available Shares. Any portion of the Available Shares which could not be sold by Kxxxx shall be added to the locked up shares described in par. 5.iii, below. iii. The remaining 615,265 Shares (“Remaining Shares”) and balance of the Available Shares, if any, shall be subject to an immediate “lock up” (“Lock Up Shares”) arrangement, such that, except as provided in par. 5.iii below, the Lock Up Shares may not be sold or transferred by Lxxxxxx until the one year anniversary date of the effective date of the Amendment; provided, however, that the Lock Up Shares may be released from the lockup and sold or transferred from time to time, but only upon the written request of Lxxxxxx and the written consent of the Company and Kxxxx; iv. Notwithstanding par. 5.iii above, following the effective date of the Amendment, should Kxxxx, using its best efforts, at any time (including during the Lock Up period) obtains offer(s) to purchase the Shares at a price net to Lxxxxxx of $3.15 per share or better for the Remaining Shares and/or Available Shares, then in such case Lxxxxxx and Kxxxx shall be required to sell that number of Remaining Shares and Available Shares (if any) equal to the difference of 1,000,000 Shares less the Shares sold pursuant to the applicable paragraph par. 5ii. By way of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Lead Underwriters of such timely filing. The Current Issuerexample only, 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 should 530,000 Shares be sold pursuant to Rule 424(b) or when any Rule 462(b) Registration Statement shall have been filed with the Commission; and (iii) whenpar. 5.ii above, prior an additional 470,000 may be sold pursuant to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective;this sub-paragraph 5.iv.

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 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 2007-1 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 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. (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 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. 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 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, 0000; xnd 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, 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 laxxx xxxx Xxvember 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 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.