Common use of The Registration Statement Clause in Contracts

The Registration Statement. The Ninth Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT), including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Issuer Notes. The Ninth Issuer 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 will next file with the Commission one of the following: either (i) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE), a further amendment to such Registration Statement, including the form of final prospectus, or (ii) 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 has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (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 form 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 date and time that this Agreement is executed and delivered by the parties hereto (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 the Ninth Issuer has advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381113382) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated 5th May, 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT"Securities Act"), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Together with the Current Issuer has they have prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT)Registration Statement, including a related preliminary prospectusprospectus dated 5th May, 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer They 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 They will next file with the Commission one of the following: following either (i1) prior to the date and time that Effective Date of such Registration Statement becomes effective (the EFFECTIVE DATE)Statement, a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) the Ninth Issuer has 2), they have included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE 430A INFORMATION)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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that of this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME)Agreement, or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Issuer has they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Together with the Ninth Issuer has Issuer, Funding and the Mortgages Trustee have prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement Registration Statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT)S-11, including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Issuer Notes. The Ninth Issuer Issuer, 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 Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following: following either (i) prior to the date and time that Effective Date of such Registration Statement becomes effective (the EFFECTIVE DATE)Statement, a further amendment to such Registration Statement, including the form of final prospectus, or (ii) 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 has Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE 430A INFORMATION)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 form 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 date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME)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 the Ninth Issuer has they have advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. The Ninth Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT), including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Issuer Notes. The Ninth Issuer 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 will next file with the Commission one of the following: either (i) prior Notwithstanding Section 5(h) of the Agreement, the Company agrees to keep effective the Registration Statement 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 Registration Statement becomes effective (the EFFECTIVE DATE), a further amendment to offering would be materially adversely affected by such Registration Statement, including the form of final prospectususe, or (iiy) after would, in the Effective Date opinion of such Registration Statementthe Company's counsel, a final prospectus in accordance with Rules 430A and 424(b) under the Securities Act. In the case of Subparagraph (ii) the Ninth Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect be required to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE 430A INFORMATION)) required by the Securities Act and the rules thereunder to be included disclose in such Registration Statement information not otherwise then required by law to be publicly disclosed and, in the good faith judgment of the 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 the Prospectus. As filedexchange agent for the Exchangeable Notes of the occurrence of an event requiring the preparation of a supplement to the resale prospectus included in the Registration Statement or 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 amendment 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 form as promptly as practicable make available to Loews any such supplement or amendment. Notwithstanding the foregoing, such suspensions of final prospectus, use of any such resale prospectus or such final prospectus, prospectus supplement shall contain all Rule 430A Information, together with all other such required information, and, except to the extent not be in effect for more that 120 days in any twelve-month period. (iii) Loews further agrees that the Underwriters provision of paragraph (ii) above shall agree in writing apply to any future request for registration made by Loews under Section 2.1 of the Agreement if such request relates to a modification, shall "shelf" registration requested to be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered filed by the parties hereto (Company pursuant to Rule 415 promulgated under 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 the Ninth Issuer has advised the Underwriters, prior to the Execution Time, will be included or made thereinAct. 3.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-11738197023) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated [o], 2002, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: following either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381117465) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated [27th August], 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT"Securities Act"), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary ------------------------------------------------------------------------------ 12 ------------------------------------------------------------------------------ prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Seventh Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-117381103179) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), of the offering and sale of the Ninth Seventh Issuer Notes. The Ninth Seventh Issuer may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwritersyou. The Ninth Seventh Issuer will next file with the Commission one of the following: either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 CLAUSE (ii) 2), the Ninth Seventh Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Seventh Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters you prior to the date and time that this Agreement is executed and delivered by the parties hereto (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 the Ninth Seventh Issuer has advised the Underwritersyou, prior to the Execution Time, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381107463) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated 4 September, 2003, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), "Securities Act") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-117381103897) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated 24 April, 2003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration ICM:666130.2 Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381117465) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated 31st August, 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT"Securities Act"), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381110773) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated 7th January, 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), "Securities Act") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-117381[{circle}]) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated [{circle}], 2003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: following either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-117381101801) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated 7th January, 2003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: following either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381[o]) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated [o], for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), "Securities Act") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSION"Commission") a registration statement (file number 333-117381110773) on Form S-11 (the REGISTRATION STATEMENT"Registration Statement"), including a related preliminary prospectusprospectus dated [o] January, 2004, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), "Securities Act") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATE"Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE "Rule 430A INFORMATIONInformation")) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"date of this Agreement"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-11738197023) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated 29th August, 2002, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: following either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-117381103897) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectusprospectus dated 24 April, 2003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT), ") of the offering and sale of the Ninth Issuer U.S. Notes. The Ninth Current Issuer 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 Current Issuer will next file with the Commission one of the following: , either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 clause (ii) 2), the Ninth Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME"DATE OF THIS AGREEMENT"), or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Current Issuer has advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. The Ninth Issuer has Together with the Eighth Issuer, Funding and the Mortgages Trustee have prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement Registration Statement (file number 333-117381112028) on Form S-11 (the REGISTRATION STATEMENT)S-11, including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Eighth Issuer Notes. The Ninth Issuer Eighth Issuer, 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 Eighth Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following: following either (i) prior to the date and time that Effective Date of such Registration Statement becomes effective (the EFFECTIVE DATE)Statement, a further amendment to such Registration Statement, including the form of final prospectus, or (ii) 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 has Eighth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE 430A INFORMATION)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 form 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 Lead Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME)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 the Ninth Issuer has they have advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. The Ninth Sixth Issuer has prepared and filed with the United States Securities and Exchange Commission (the "COMMISSION") a registration statement (file number 333-11738199349) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), of the offering and sale of the Ninth Sixth Issuer Notes. The Ninth Sixth Issuer may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwritersyou. The Ninth Sixth Issuer will next file with the Commission one of the following: either (i1) prior to the date and time that such Registration Statement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus, or (ii2) 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 CLAUSE (ii) 2), the Ninth Sixth Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Sixth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A ("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 form 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 Lead Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters you prior to the date and time that this Agreement is executed and delivered by the parties hereto (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 the Ninth Sixth Issuer has advised the Underwritersyou, prior to the Execution Time, will be included or made therein.

The Registration Statement. The Ninth Together with the Current Issuer has they have prepared and filed with the United States Securities and Exchange Commission (the COMMISSION) a registration statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT)Registration Statement, including a related preliminary prospectusprospectus dated [o], for ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer They 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 They will next file with the Commission one of the following: following either (i1) prior to the date and time that Effective Date of such Registration Statement becomes effective (the EFFECTIVE DATE)Statement, a further amendment to such Registration Statement, including the form of final prospectus, prospectus or (ii2) 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 clause (ii) the Ninth Issuer has 2), they have included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE 430A INFORMATION)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 form 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 Lead Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that of this Agreement is executed and delivered by the parties hereto (the EXECUTION TIME)Agreement, or, to the extent not completed at the Execution Timedate of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Ninth Issuer has they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. The Ninth Eighth Issuer has prepared and filed with the United States Securities and Exchange Commission (the COMMISSIONCommission) a registration statement (file number 333-117381112028) on Form S-11 (the REGISTRATION STATEMENTRegistration Statement), including a related preliminary prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACTSecurities Act), of the offering and sale of the Ninth Eighth Issuer Notes. The Ninth Eighth Issuer 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 Eighth Issuer will next file with the Commission one of the following: either (i) prior to the date and time that such Registration Statement becomes effective (the EFFECTIVE DATEEffective Date), a further amendment to such Registration Statement, including the form of final prospectus, or (ii) 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 Eighth Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Ninth Eighth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A (RULE Rule 430A INFORMATIONInformation)) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and form 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 Lead Managers shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the date and time that this Agreement is executed and delivered by the parties hereto (the EXECUTION TIMEExecution 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 the Ninth Eighth Issuer has advised the Underwriters, prior to the Execution Time, will be included or made therein.