Common use of The Registration Statement Clause in Contracts

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11, including a related preliminary prospectus, for registration under the Securities Act of the offering and sale of the Ninth Issuer Notes. 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. The Ninth Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following either (i) prior to the Effective Date of such Registration 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, 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 Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381113382) on Form S-11S-11 (the "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, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 5th May, 2004, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the The Ninth Issuer, Funding and the Mortgages Trustee have Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement COMMISSION) a registration statement (file number 333-117381) on Form S-11S-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, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee Issuer will next file with the Commission one of the following following: either (i) 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 (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, Funding and the Mortgages Trustee have 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 Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Timedate 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 they have the Ninth Issuer has advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Seventh Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-117381103179) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Seventh Issuer will next file with the Commission one of the following following: either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 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 Execution Timedate 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 they have the Seventh Issuer has advised the Underwritersyou, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 24 April, ICM:666130.2 2003, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-117381103897) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Eighth Issuer, Funding and the Mortgages Trustee have prepared and filed with the Commission the Registration Statement (file number 333-117381112028) on Form S-11, including a related preliminary prospectus, for registration under the Securities Act of the offering and sale of the Ninth Eighth Issuer Notes. The Ninth 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 Eighth Issuer, Funding and the Mortgages Trustee will next file with the Commission one of the following either (i) prior to the Effective Date of such Registration 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 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 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 Execution Time, or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Sixth Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-11738199349) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Sixth Issuer will next file with the Commission one of the following following: either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 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 Execution Timedate 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 they have the Sixth Issuer has advised the Underwritersyou, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-117381103897) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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, 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-117381101801) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated [27th August], 2004, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 ------------------------------------------------------------------------------ 17 ------------------------------------------------------------------------------ be in all substantive respects in the form furnished to the Underwriters prior to the Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-11738197023) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381117465) on Form S-11S-11 (the "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"), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381110773) on Form S-11S-11 (the "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") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Eighth Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement Commission) a registration statement (file number 333-117381112028) on Form S-11S-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 Eighth Issuer Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Eighth Issuer will next file with the Commission one of the following following: either (i) 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 (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, Funding and the Mortgages Trustee have 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 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), or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have the Eighth Issuer has advised the Underwriters, prior to the Execution Time, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381117465) on Form S-11S-11 (the "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"), of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together The Issuer (together with the Ninth Issuer, Funding 2 and the Mortgages Trustee have Trustee) has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement on Form S-3 (file number File No. 333-117381) on Form S-11119671), including a related preliminary prospectus, for and such registration statement has become effective under the Securities Act of 1933, as amended (the "Securities Act"). As of the Closing Date, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering and sale of the Ninth Issuer Notes. The Ninth Issuer, Funding and the Mortgages Trustee may have filed one or more amendments thereto, including Dollar Notes is proposed to be supplemented by a related preliminary prospectus, each of which has previously been furnished prospectus supplement relating to the Underwriters. The Ninth IssuerDollar Notes and, Funding and the Mortgages Trustee will next file as so supplemented, to be filed with the Commission one pursuant to Rule 424 under the Act. (Such registration statement, as amended at the time it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the following either (i) prior Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the "Prospectus"). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, a further amendment any preliminary prospectus or the Prospectus shall be deemed to such Registration Statementrefer to and include the filing of any document under the U.S. Securities Exchange Act of 1934, including as amended, and the form rules and regulations of final prospectusthe Commission thereunder (collectively, or (iithe "Exchange Act") after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b) under the Securities Act. In the case of Subparagraph (ii), the Ninth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and or the Prospectus. As filed, such amendment and form issue date of final prospectus, any preliminary prospectus or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent that date on which the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Underwriters, prior to the Execution Time, will be included or made therein.-------------------------------------------------------------------------

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated [o], for ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-117381[{circle}]) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381107463) on Form S-11S-11 (the "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") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381110773) on Form S-11S-11 (the "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") of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 29th August, 2002, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "COMMISSION") a registration statement (file number 333-11738197023) on Form S-11S-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 Issuer, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 24 April, 2003, for registration under the Securities Act of the offering and sale of the Ninth Issuer U.S. Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee have The Current Issuer has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement (file number 333-117381[o]) on Form S-11S-11 (the "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, Funding and the Mortgages Trustee 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 Issuer, Funding and the Mortgages Trustee Current Issuer will next file with the Commission one of the following following, either (i1) 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 (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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee have 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 Execution Timedate 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 Execution Timedate 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 Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 31st August, 2004, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together with the Ninth Issuer, Funding and the Mortgages Trustee Current Issuer they have prepared and filed with the Commission the Registration Statement (file number 333-117381) on Form S-11Statement, including a related preliminary prospectusprospectus dated 4th September, 2003, for registration under the Securities Act of the offering and sale of the Ninth Issuer Dollar Notes. The Ninth Issuer, Funding and the Mortgages Trustee 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, Funding and the Mortgages Trustee They will next file with the Commission one of the following either (i1) prior to the Effective Date of such Registration 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 (ii2), the Ninth Issuer, Funding and the Mortgages Trustee 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 Execution Timedate 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 they have advised the Lead Underwriters, prior to the Execution Timedate of this Agreement, will be included or made therein.;

The Registration Statement. Together The Issuer (together with the Ninth Issuer, Funding 2 and the Mortgages Trustee have Trustee) has prepared and filed with the United States Securities and Exchange Commission (the Registration Statement "Commission") a registration statement on Form S-3 (file number File No. 333-117381) on Form S-11119671), including a related preliminary prospectus, for and such registration statement has become effective under the Securities Act of 1933, as amended (the "Securities Act"). As of the Closing Date, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that purpose have been initiated or to the Issuer's knowledge threatened by the Commission. The prospectus in the form in which it will be used in connection with the offering and sale of the Ninth Issuer Notes. The Ninth Issuer, Funding and the Mortgages Trustee may have filed one or more amendments thereto, including Dollar Notes is proposed to be supplemented by a related preliminary prospectus, each of which has previously been furnished prospectus supplement relating to the Underwriters. The Ninth IssuerDollar Notes and, Funding and the Mortgages Trustee will next file as so supplemented, to be filed with the Commission one pursuant to Rule 424 under the Act. (Such registration statement, as amended at the time it became effective (the "Effective Date"), or if a post-effective amendment is filed with respect thereto, as amended by such post-effective amendment at the time of its effectiveness, is hereinafter referred to as the "Registration Statement"; such prospectus supplement, as first filed with the Commission, is hereinafter referred to as the "Prospectus Supplement"; and such prospectus, in the form in which it was first be filed with the Commission in connection with the offering of the following either (i) prior Dollar Notes, as supplemented by the Prospectus Supplement, is hereinafter referred to as the "Prospectus"). Any reference herein to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the Effective Date of the Registration Statement or the date of such preliminary prospectus or the Prospectus, as the case may be; and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, a further amendment any preliminary prospectus or the Prospectus shall be deemed to such Registration Statementrefer to and include the filing of any document under the U.S. Securities Exchange Act of 1934, including as amended, and the form rules and regulations of final prospectusthe Commission thereunder (collectively, or (iithe "Exchange Act") after the Effective Date of such Registration Statement, a final prospectus in accordance with Rules 430A and 424(b) under the Securities Act. In the case of Subparagraph (ii), the Ninth Issuer, Funding and the Mortgages Trustee have included in such Registration Statement, as amended at the Effective Date, all information (other than Rule 430A Information) required by the Securities Act and the rules thereunder to be included in such Registration Statement and or the Prospectus. As filed, such amendment and form issue date of final prospectus, any preliminary prospectus or such final prospectus, shall contain all Rule 430A Information, together with all other such required information, and, except to the extent that date on which the Underwriters shall agree in writing to a modification, shall be in all substantive respects in the form furnished to the Underwriters prior to the Execution Time, or, to the extent not completed at the Execution Time, shall contain only specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as they have advised the Underwriters, prior to the Execution Time, will be included or made therein.-------------------------------------------------------------------------------