Common use of The Registration Statement Clause in Contracts

The Registration Statement. Together with the Current Issuer they have prepared and filed with the Commission the Registration Statement, including a related preliminary prospectus dated 5th May, 2004, for registration under the Securities Act of the offering and sale of the Dollar Notes. They may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwriters. They will next file with the Commission one of the following either (1) prior to the Effective Date of such Registration Statement, a further amendment to such Registration Statement, including the form of final prospectus or (2) after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b). In the case of clause (2), they have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and 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 of this Agreement, or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the Current The Ninth Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration StatementCOMMISSION) a registration statement (file number 333-117381) on Form S-11 (the REGISTRATION STATEMENT), including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the U.S. Securities Act of 1933, as amended (the SECURITIES ACT), of the offering and sale of the Dollar Ninth Issuer Notes. They 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. They The Ninth Issuer will next file with the Commission one of the following following: either (1i) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the EFFECTIVE DATE), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2ii) 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 clause Subparagraph (2), they have 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 Information(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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the EXECUTION TIME), or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Ninth Issuer has advised the Lead Underwriters, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the Current Issuer they Ninth Issuer, Funding and the Mortgages Trustee have prepared and filed with the Commission the Registration StatementStatement (file number 333-117381) on Form S-11, including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the Securities Act of the offering and sale of the Dollar Ninth Issuer Notes. They The Ninth 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. They The Ninth Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following either (1i) prior to the Effective Date of such Registration Statement, a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2ii) 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 clause Subparagraph (2ii), they the Ninth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and 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 of this AgreementExecution Time, or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Lead Underwriters, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-113382) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus 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 Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-110773) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May7th January, 2004, for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the Current The Seventh Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-103179) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), of the offering and sale of the Dollar Seventh Issuer Notes. They The 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. They The Seventh Issuer will next file with the Commission one of the following following: either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause CLAUSE (2), they have the Seventh Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Seventh Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "EXECUTION TIME"), or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Seventh Issuer has advised the Lead Underwritersyou, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the Current The Sixth Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-99349) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT"), of the offering and sale of the Dollar Sixth Issuer Notes. They The 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. They The Sixth Issuer will next file with the Commission one of the following following: either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause CLAUSE (2), they have the Sixth Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Sixth Issuer Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "EXECUTION TIME"), or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Sixth Issuer has advised the Lead Underwritersyou, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-103897) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May24 April, 20042003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar U.S. Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number [{circle}]) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May[{circle}], 20042003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-97023) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May[o], 20042002, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-101801) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May7th January, 20042003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the Current Issuer they Eighth Issuer, Funding and the Mortgages Trustee have prepared and filed with the Commission the Registration StatementStatement (file number 333-112028) on Form S-11, including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the Securities Act of the offering and sale of the Dollar Eighth Issuer Notes. They The 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. They The Eighth Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following either (1i) prior to the Effective Date of such Registration Statement, a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2ii) 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 clause Subparagraph (2ii), they the Eighth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and 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 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 of this AgreementExecution Time, or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Lead Underwriters, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-103897) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May24 April, 20042003, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration ICM:666130.2 Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-117465) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May[27th August], 2004, for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary ------------------------------------------------------------------------------ 12 ------------------------------------------------------------------------------ prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-110773) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May[o] January, 2004, for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the Current The Eighth Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Commission) a registration statement (file number 333-112028) on Form S-11 (the Registration Statement), including a related preliminary prospectus dated 5th May, 2004prospectus, for registration under the U.S. Securities Act of 1933, as amended (the Securities Act), of the offering and sale of the Dollar Eighth Issuer Notes. They The 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. They The Eighth Issuer will next file with the Commission one of the following following: either (1i) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the Effective Date), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2ii) 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 clause Subparagraph (2), they have ii) the Eighth Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Eighth 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 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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the Execution Time), or, to the extent not completed at the date of this AgreementExecution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Eighth Issuer has advised the Lead Underwriters, prior to the date of this AgreementExecution Time, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement"COMMISSION") a registration statement (file number 333-97023) on Form S-11 (the "REGISTRATION STATEMENT"), including a related preliminary prospectus dated 5th May29th August, 20042002, for registration under the U.S. Securities Act of 1933, as amended (the "SECURITIES ACT") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "EFFECTIVE DATE"), a further amendment to such Registration Statement, including the form of final prospectus or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the Notes and the Issue permitted to be omitted from the Registration Statement when it becomes effective pursuant to Rule 430A Information("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 of and time that this AgreementAgreement is executed and delivered by the parties hereto (the "DATE OF THIS AGREEMENT"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-117465) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May31st August, 2004, for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"), of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with (i) Notwithstanding Section 5(h) of the Current Issuer they have prepared and filed with Agreement, the Commission Company agrees to keep effective the Registration StatementStatement until the first to occur of (A) September 15, including a related preliminary prospectus dated 5th May2007 and (B) such time as no Exchangeable Notes remain outstanding. (ii) Loews agrees that the Company may, 2004by giving one business day's written notice to Loews, and the trustee and the exchange agent for registration the Exchangeable Notes (which notice shall specify that it is given on behalf of Loews under the Securities Act 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 and sale would be materially adversely affected by such use, or (y) would, in the opinion of the Dollar Notes. They may have filed one or more amendments theretoCompany's counsel, including a related preliminary prospectus, each of which has previously been furnished be required to the Underwriters. They will next file with the Commission one of the following either (1) prior to the Effective Date of such Registration Statement, a further amendment to such Registration Statement, including the form of final prospectus or (2) after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b). In the case of clause (2), they have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included 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 Lead 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 filed by the form furnished Company pursuant to Rule 415 promulgated under the Underwriters prior to the date of this Agreement, or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;Act. 3.

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number [o]) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May, 2004[o], for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the Current Issuer they have prepared and filed with the Commission the Registration Statement, including a related preliminary prospectus dated 5th May, 2004[o], for ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ registration under the Securities Act of the offering and sale of the Dollar Notes. They may have filed one or more amendments thereto, including a related preliminary prospectus, each of which has previously been furnished to the Underwriters. They will next file with the Commission one of the following either (1) prior to the Effective Date of such Registration Statement, a further amendment to such Registration Statement, including the form of final prospectus or (2) after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b). In the case of clause (2), they have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and the Prospectus. As filed, such amendment and 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 of this Agreement, or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;

The Registration Statement. Together with the The Current Issuer they have has prepared and filed with the United States Securities and Exchange Commission (the "Commission") a registration statement (file number 333-107463) on Form S-11 (the "Registration Statement"), including a related preliminary prospectus dated 5th May4 September, 20042003, for registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") of the offering and sale of the Dollar Notes. They The 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. They The Current Issuer will next file with the Commission one of the following following, either (1) prior to the Effective Date of date and time that such Registration StatementStatement becomes effective (the "Effective Date"), a further amendment to such Registration Statement, including the form of final prospectus prospectus, or (2) 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 clause (2), they have the Current Issuer has included in such Registration Statement, as amended at the Effective Date, all information (other than information with respect to the 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 "date of this Agreement"), or, to the extent not completed at the date of this Agreement, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Current Issuer has advised the Lead Underwriters, prior to the date of this Agreement, will be included or made therein;