EXHIBIT 10.5.1






                       GRANITE FINANCE TRUSTEES LIMITED








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                         SEVENTH AMENDED AND RESTATED
                          MASTER DEFINITIONS SCHEDULE


                             Dated 26 January 2004

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                          SIDLEY AUSTIN BROWN & WOOD
                             1 THREADNEEDLE STREET
                                LONDON EC2R 8AW
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937

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           SEVENTH AMENDED AND RESTATED MASTER DEFINITIONS SCHEDULE

1.       Definitions

Words and expressions used in any document which incorporates this clause or
to which this clause applies shall have the same meanings as are set out in
this Master Definitions Schedule except so far as the context requires
otherwise.

"1925 Act" means the Law of Property Act 1925;

"Accession Undertaking" means a Deed of Accession;

"Account Bank" means, in relation to the Mortgages Trustee or Funding, the
bank at which the Mortgages Trustee Bank Accounts or, in the case of Funding,
the Funding Bank Accounts are maintained from time to time, being (in the case
of the Mortgages Trustee) Lloyds TSB Bank plc, Jersey International Branch, 25
New Street, St. Helier, Jersey JE4 8ZE, Channel Islands or (in the case of
Funding) Lloyds TSB Bank plc, City Office, Bailey Drive, Gillingham Business
Park, Kent ME8 0LS or (in either case) any other Authorised Entity appointed
by the Mortgages Trustee or Funding in accordance with the Transaction
Documents;

"Accrued Interest" means, in respect of any Mortgage Loan as at any
date (the "relevant date"), the aggregate of all interest accrued but not yet
due and payable on such Mortgage Loan from and including the Monthly Payment
Date immediately preceding the relevant date until (but excluding) the
relevant date;

"Administration Agreement" means the agreement entered into on or before the
Initial Closing Date, between the Administrator, the Mortgages Trustee,
Funding, the Seller and the Security Trustee pursuant to which the
administrator agrees to provide administration services to the Mortgages
Trustee and the Beneficiaries in relation to the Mortgage Loans and their
Related Security comprised in the Mortgage Portfolio as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement administration agreement entered into by
such parties from time to time;

"Administration Fee" has the meaning given to it in Clause 13.1 (Administration
Fee) of the Administration Agreement;

"Administration Fee Rate" means 0.12% per annum (inclusive of VAT) on the
amount of the Funding Share of the Trust Property as determined on that
Distribution Date in respect of the then current Trust Calculation Period, but
only to the extent that the Mortgages Trustee has sufficient funds available
to pay such amount in accordance with the Mortgages Trustee Revenue Priority
of Payments or, at any time when the Administrator is not Northern Rock, such
other amount as set between such substitute administrator and the Mortgages
Trustee from time to time;

"Administration Procedures" means the administration, arrears and enforcement
policies and procedures forming part of the Seller's Policy from time to time
or, at any time when the Administrator is not also the Seller, the policies
and procedures from time to time which would be adopted by a reasonable,
prudent mortgage lender and, in either case, shall include the services set
out in Schedule 1 to the Administration Agreement;

"Administrator" means Northern Rock or such other person as may from time to
time be appointed



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as administrator of the Mortgage Portfolio pursuant to the Administration
Agreement;

"Administrator Termination Event" means any of the events specified in Clause
19 (Termination) of the Administration Agreement;

"Alternative Insurance Requirements" means the Seller's standard document
entitled Alternative Insurance Requirements, and any other document containing
similar recommendations or requirements which is sent to Borrowers in
accordance with the Administration Procedures;

"Arrears of Interest" means as at any date and in relation to any Mortgage
Loan, interest (other than Capitalised Interest or Accrued Interest) on such
Mortgage Loan which is currently due and payable on such date;

"Asset Trigger Event" means the event that occurs when an amount is debited to
the Class A Principal Deficiency Sub Ledger established for any Issuer with
respect to the Class A Notes of that Issuer;

"Assignation of Guarantees" means an assignation to the Mortgages Trustee of
the Seller's right, title, benefit and interest in the Guarantees governed by
Scots law substantially in the form set out in Part 2 of Schedule 5 to the
Mortgage Sale Agreement;

"Assignment Date" means the date of assignment of any New Mortgage Portfolio
to the Mortgages Trustee in accordance with Clause 4 (Sale and Purchase of New
Mortgage Portfolios) of the Mortgage Sale Agreement;

"Assignment of Guarantees" means an assignment to the Mortgages Trustee of the
Seller's right, title, benefit and interest in the Guarantees governed by
English law substantially in the form set out in Part 1 of Schedule 5 to the
Mortgage Sale Agreement;

"Assignment of Insurance Contracts" means an assignment to the Mortgages
Trustee of the Seller's right, title, benefit and interest in the Insurance
Contracts substantially in the form set out in Schedule 3 (Assignment of
Insurance Contracts) to the Mortgage Sale Agreement;

"Auditors" or "auditors" means PricewaterhouseCoopers of 89 Sandyford Road,
Newcastle upon Tyne NE99 1PL or such other internationally recognised
independent firm of auditors selected from time to time by (in the case of the
Mortgages Trustee) the Mortgages Trustee or (in the case of Funding) Funding
or (in the case of any Issuer) the relevant Issuer and appointed by the
Mortgages Trustee, Funding or, as the case may be, the relevant Issuer;

"Authorised Entity" means (a) any entity the short term and secured,
unsubordinated, and unguaranteed debt of which is rated at least A-1+ by S&P,
P-1 by Moody's and F1+ by Fitch or (b) any other entity approved in writing by
the Security Trustee and the Rating Agencies, in each case being an
institution authorised to carry on banking business (including accepting
deposits) under the Banking Act 1987;

"Authorised Institution" means an institution authorised to take deposits
under the Financial Services and Markets Act 2000;

"Authorised Investments" means:

(a)      sterling gilt-edged securities; and

(b)      sterling demand or time deposits, certificates of deposit and
         short-term debt obligations (including commercial paper) (which may
         include deposits into any account which earns a


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         rate of interest related to LIBOR) provided that in all cases such
         investments have a maturity date of 90 days or less and mature on or
         before the next following Payment Date or, in relation to any
         Mortgages Trustee Bank Account, the next following Distribution Date,
         and the short-term unsecured, unguaranteed and unsubordinated debt
         obligations of the issuing or guaranteeing entity or the entity with
         which the demand or time deposits are made (being an authorised
         institution under the Financial Services and Markets Act 2000) are
         rated at least equal to A-1+ by S&P, P-1 by Moody's and F1+ by Fitch
         or which are otherwise acceptable to the Rating Agencies (if they are
         notified in advance) to maintain the then-current rating of the
         Notes;

"Authorised Signatory" means in relation to:

(a)      any Issuer, any authorised signatory referred to in the relevant
         Issuer Account Mandates;

(b)      the Mortgages Trustee, any authorised signatory referred to in the
         Mortgages Trustee Account Mandates; and

(c)      Funding, any authorised signatory referred to in the Funding Account
         Mandates;

"Authorised Third Party" means any Person appointed by the Security Trustee
pursuant to the terms of Schedule 4 of the Administration Agreement and whom
the Rating Agencies have previously confirmed in writing to Funding and the
Security Trustee will not cause the then current ratings of the relevant
Issuer's Notes to be downgraded, withdrawn or qualified provided that if the
responsibilities that such appointed Person will assume include setting the
interest rate applicable to any Mortgage Loan, such Person must be a lender in
the UK residential mortgage market;

"Authorised Underpayment" means a Borrower Underpayment in respect of a
Flexible Mortgage Loan which is funded by, and does not exceed the amount of
any, Overpayments previously made by the Borrower in respect of such Flexible
Mortgage Loan or is otherwise permitted by the Seller in accordance with the
relevant Mortgage Conditions;

"Back-up Functions" has the meaning specified in Schedule 4 (Authorised Third
Party) to the Administration Agreement;

"Back-up Trigger Event" means any of the following circumstances:

(i)      failure by the Seller to comply with any of its obligations under the
         Mortgage Sale Agreement;

(ii)     a Completion Event and any circumstances in connection therewith; or

(iii)    an Administrator Termination Event and any circumstances in connection
         therewith;

"BACS" means the Bankers' Automated Clearing System as amended or supplemented
from time to time or any scheme replacing the same;

"BACS Amounts" means the amounts to be received by the Collection Banks from
Borrowers whether under the Direct Debiting Scheme or otherwise and to be
credited by the Collection Banks to the Collection Accounts on each Monthly
Payment Date, which each Collection Bank shall credit to the relevant
Collection Account;

"Bank Account Agreement" means the agreement entered into on or about the
Initial Closing Date between the Account Banks, the Mortgages Trustee, Funding
and the Security Trustee which governs the operation of the Mortgages Trustee
Bank Accounts and the Funding Bank Accounts other than the



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Funding (Issuer) GIC Accounts, as has been and may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement bank account agreement entered into by such
parties from time to time;

"Bank of England Base Rate" means the Bank of England's official dealing rate
(the repo rate) as set by the UK Monetary Policy Committee and in the event
that such rate ceases to exist or becomes inappropriate as an index for the
Base Rate Pledge such alternative rate or index, not controlled by the Seller,
that the Seller considers to be the most appropriate in the circumstances;

"Barclays" means Barclays Bank PLC;

"Barclays Collection Account" means the account in the name of Northern Rock
as Administrator (sort code 20/59/42, account number 60655996) held with
Barclays Bank PLC and maintained subject to the Collection Bank Agreement
and/or such other accounts of Northern Rock held with Barclays Bank PLC as may
be utilised from time to time for the purpose of collecting sums due to
Northern Rock in respect of the Mortgage Loans;

"Base Rate Pledge" means the guarantee of the Seller that where Mortgage Loans
are eligible to be charged at or based on the Standard Variable Rate
(including Fixed Rate Mortgage Loans upon conversion from a Fixed Rate to the
Standard Variable Rate) and they are within the Base Rate Pledge Period, the
actual variable gross interest rate charged on such Mortgage Loans will be the
lower of the following two rates:

(a)      the Standard Variable Rate; or

(b)      the Bank of England base rate plus a margin which is determined by the
         Seller;

such variable gross interest rate to be applied as necessary within one month
of a change in the Bank of England base rate;

"Base Rate Pledge Period" means, in relation to any Mortgage Loan having the
benefit of the Base Rate Pledge, the period if any during which the Borrower
may be subject to an Early Repayment Charge;

"Basis Rate Swap" means, in relation to the First Issuer, the First Issuer
Basis Rate Swap and for any other Issuer, the swap transaction documented
under the Basis Rate Swap Agreement for such Issuer;

"Basis Rate Swap Agreement" means, in relation to the First Issuer, the First
Issuer Basis Rate Swap Agreement and for any other Issuer, the ISDA Master
Agreement, Schedule, Confirmation and any credit support documents thereto
entered into among such Issuer, the Basis Rate Swap Provider, the Note Trustee
and any credit support provider, as may be amended, restated, novated, varied
or supplemented from time to time and shall include any additional and/or
replacement basis rate swap agreement entered into by such Issuer from time to
time in connection with the Notes issued by such Issuer;

"Basis Rate Swap Provider" means in relation to the First Issuer, the First
Issuer Basis Rate Swap Provider and for any other Issuer the basis rate swap
provider for such Issuer appointed from time to time in accordance with the
relevant Issuer Transaction Documents;

"Basis Rate Swap Provider Default" means the occurrence of an Event of Default
or a Downgrade Termination Event (as defined in the relevant Basis Rate Swap
Agreement) under a Basis Rate Swap Agreement where the Basis Rate Swap
Provider is the Defaulting Party or the Affected Party (as



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defined in the relevant Basis Rate Swap Agreement);

"Beneficiaries" means both Funding and the Seller together, as beneficiaries
of the Mortgages Trust and "Beneficiary" means either of them;

"Block Buildings Policy" means the block buildings insurance policies listed
in paragraph 2 of Schedule 4 (Insurance Contracts) to the Mortgage Sale
Agreement and any endorsements or extensions thereto as issued from time to
time and any additional, replacement or substitute block insurance policy
which relates to Mortgage Loans in the Mortgages Trust from time to time;

"Borrower" means, in relation to each Mortgage Loan, the person or persons who
is or are named and defined as such in the relevant Mortgage Deed or such
other person or persons (other than a guarantor) who shall become legally
obligated to comply with such Borrower's obligations under the related
Mortgage Loan;

"Borrower Underpayment" means a situation where a Borrower makes a Monthly
Payment on its Mortgage Loan which is less than the required Monthly Payment
for that month;

"Buildings Policies" means

(a)      all buildings insurance policies relating to freehold English
         Properties or any Scottish Properties which have been taken out in
         the name of the relevant Borrower or in the name of the Borrower and
         the Seller or in the name of the Borrower with the Seller's interest
         noted, in accordance with the applicable Mortgage Conditions or the
         Alternative Insurance Requirements, including, without limitation,
         the Block Buildings Policy; and

(b)      all landlord's buildings insurance policies relating to leasehold
         Mortgaged Properties;

"Business Day" means, in relation to the First Issuer Notes and the First
Issuer Intercompany Loan, a day that is a London Business Day and a New York
Business Day;

"Capital Balance" means, in relation to any Mortgage Loan at any date, the
principal balance of that Mortgage Loan to which the Seller applies the
relevant interest rate at which interest on each Mortgage Loan applies;

"Capital Payment" means a Monthly Payment made by a Borrower under a Mortgage
Loan (other than a Flexible Mortgage Loan) that is greater by (GBP)200 or
more than the amount due for that month, and in respect of which the Borrower
has notified the Seller that such overpayment is intended to reduce the
Capital Balance of the related Mortgage Loan;

"Capitalised Arrears" means, in relation to any Mortgage Loan at any date,
interest or other amounts which are overdue in respect of such Mortgage Loan
and which as at such date have been added to the Capital Balance of such
Mortgage Loan either in accordance with the Mortgage Conditions or otherwise
by arrangement with the relevant Borrower;

"Capitalised Interest" means, in relation to any Mortgage Loan at any date,
interest which is overdue in respect of such Mortgage Loan and which as at
such date has been added to the Capital Balance of such Mortgage Loan in
accordance with the Mortgage Conditions or otherwise by arrangement with the
relevant Borrower (excluding for the avoidance of doubt any Arrears of
Interest which have not been so capitalised on such date);

"Cash" means cash and/or amounts standing to the credit of a bank account, as
the context shall require;



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"Cashback" means, in relation to any Mortgage Loan, the agreement by the
Seller to pay an amount to the relevant Borrower upon completion of the
relevant Mortgage Loan;

"Cash Management Agreement" means the cash management agreement entered into
on or before the Initial Closing Date between the Cash Manager, the Mortgages
Trustee, Funding and the Security Trustee as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement cash management agreement entered into by such
parties from time to time in accordance with the Transaction Documents;

"Cash Management Services" means, in relation to the any Issuer, the services
to be provided to such Issuer and the Note Trustee pursuant to the Issuer Cash
Management Agreement and in relation to the Mortgages Trustee and Funding, the
services to be provided to the Mortgages Trustee and Funding pursuant to the
Cash Management Agreement;

"Cash Manager" means Northern Rock or such other person or persons for the
time being acting, pursuant to the Cash Management Agreement, as agent for the
Mortgages Trustee, Funding and (following enforcement of the Funding Security)
the Security Trustee for the purposes of, inter alia, managing all cash
transactions and maintaining certain ledgers on behalf of the Mortgages
Trustee, Funding and (following enforcement of the Funding Security) the
Security Trustee;

"Cash Manager Termination Event" has the meaning given in Clause 12.1
(Termination) of the Cash Management Agreement;

"Cash Re-Draw" means a cash payment granted and made by the Seller in
accordance with the Mortgage Conditions at the request of a Borrower after
such Borrower has made an Overpayment in respect of any Flexible Mortgage Loan
but only to the extent of the Overpayment so made. The Seller is solely
responsible for funding any such Cash Re-draw;

"Cash Re-Draw Amount" means, in relation to any Cash Re-Draw, the amount of
monies advanced by the Seller to the relevant Borrower in respect of such Cash
Re-Draw;

"Cash Re-Draws Sub Ledger" means the sub-ledger of the Re-Draws Ledger, which
will be established by the Cash Manager on the Initial Closing Date in order
to record any Cash Re-Draws made on Flexible Mortgage Loans in the Trust
Property;

"Certificate of Title" means a solicitor's or licensed or qualified
conveyancer's report or certificate of title obtained by or on behalf of the
Seller in respect of each Mortgaged Property substantially in the form of the
pro-forma set out in the Standard Documentation;

"Class A Notes" means, in relation to the First Issuer, the Series 1 Class A
Notes and the Series 2 Class A Notes or any of them as the context may require
and, in relation to any New Issuer, the Class A Notes as defined in the
relevant Issuer Master Definitions Schedule;

"Class A Principal Deficiency Sub Ledger" means, in relation to any Issuer,
the sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class A Notes issued by such Issuer;

"Class B Notes" means, in relation to the First Issuer, the Series 1 Class B
Notes and the Series 2 Class B Notes or any of them as the context may require
and, in relation to any New Issuer, the Class B Notes as defined in the
relevant Issuer Master Definitions Schedule;

"Class B Principal Deficiency Sub Ledger" means, in relation to any Issuer,
the sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class B Notes issued by such



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Issuer;

"Class C Notes" means, in relation to the First Issuer, the Series 1 Class C
Notes and the Series 2 Class C Notes or any of them as the context may require
and, in relation to any New Issuer, the Class C Notes as defined in the
relevant Issuer Master Definitions Schedule;

"Class C Principal Deficiency Sub Ledger" means, in relation to any Issuer,
the sub-ledger of the Issuer Principal Deficiency Ledger of such Issuer
corresponding to the Class C Notes issued by such Issuer;

"Class D Notes" means, in relation to the Second Issuer, the Series 2 Class D
Notes and in relation to any New Issuer, the Class D Notes as defined in the
Issuer Master Definitions Schedule relating to that New Issuer;

"Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

"Closing Date" means, in relation to the First Issuer, the Initial Closing
Date and, in relation to any New Issuer, the date of any issue of New Notes by
a New Issuer;

"Closing Trust Property" means the Initial Mortgage Portfolio assigned by the
Seller to the Mortgages Trustee on the Initial Closing Date;

"Collection Account" means the Barclays Collection Account, the Lloyds TSB
Collection Account and any other account in the name of Northern Rock which is
from time to time used for the purpose of collecting, directly or indirectly,
monies due in respect of Mortgage Loans and/or the Related Security;

"Collection Bank" means any of Barclays, acting through its branch at Percy
Street, Newcastle upon Tyne NE99 1JP and Lloyds TSB acting through its branch
at City Office, Bailey Drive, Gillingham Business Park, Kent ME8 0LS and/or
such other banks as may be appointed from time to time under and in accordance
with the Transaction Documents;

"Collection Bank Agreement" means the collection bank agreement entered into
on or about the Initial Closing Date between the Collection Banks, Mortgages
Trustee, Funding, the Seller and the Administrator as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement collection bank agreement entered into by
such parties from time to time in accordance with the Transaction Documents;

"Combined Credit Balance" means the average monthly cleared credit balance of
certain accounts of the Borrower held with the Seller which, pursuant to the
Together Connection Conditions, are required to be deducted from, among other
things, the balance of the Together Connections Mortgage Loan in calculating
the Together Connections Benefit;

"Combined Debit Balance" means the aggregate of the outstanding balances of:

(a)      a Borrower's Together Connections Mortgage Loan; and

(b)      certain other products held with the Seller,

from which the Combined Credit Balance is deducted in calculating the Together
Connections Benefit;

"Common Depositary" means Citibank, N.A., in its capacity
as common depositary for Euroclear and Clearstream, Luxembourg, in relation to
the First Issuer Notes, the CDIs (as defined in the Issuer Master Definitions
Schedule relating to the First Issuer) and, in relation to any New Notes, the
Reg S



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Global Note Certificates;

"Completion Event" means a Perfection Event;

"Connection Conditions" means the Mortgage Conditions of the Seller identified
as Connection Conditions;

"Connections Benefit" means the amount by which:

(a)      the interest that would be payable on the Connections Debit Balance
         at the Connection Interest Rate exceeds:

(b)      the interest at the Connection Interest Rate that would be payable on
         the amount by which the Connections Debit Balance exceeds the
         Connections Combined Credit Balance;

"Connections Combined Credit Balance" means the average monthly cleared credit
balance in a Borrower's linked Save Direct deposit account (a deposit account
operated by a dedicated savings division of the Seller) and/or current account
with the Seller;

"Connections Debit Balance" means the outstanding balance on a Connections
Mortgage Loan from which the Connections Combined Credit Balance is deducted
in calculating the Connections Benefit;

"Connection Interest Rate" means the rate or rates of interest which are
applicable to, amongst other things, a Together Connections Mortgage Loan and
a Connections Mortgage Loan, and is calculated in accordance with the Together
Connection Conditions and the Connection Conditions, respectively;

"Connections Mortgage Loan" means a type of Flexible Mortgage Loan which has
the same basic features as a Together Connections Mortgage Loan but without
the facility for an unsecured loan or credit card;

"Conditions" or "Terms and Conditions" means in relation to any Notes issued
by any Issuer, the terms and conditions to be endorsed on such Notes in the
form or substantially in the form scheduled to the Trust Deed entered into by
such Issuer with the Note Trustee and others, as any of the same may from time
to time be amended, varied or restated in accordance with the provisions of
such Trust Deed, and any reference to a numbered Condition shall be construed
accordingly;

"Contingency Insurance Policy" means the contingency insurance policy
identified in paragraph 2(d) of Schedule 4 (Insurance Contracts) to the
Mortgage Sale Agreement and any endorsements or extensions thereto as issued
from time to time and any additional, replacement or substitute contingency
insurance policy which relates to Mortgage Loans in the Mortgages Trust from
time to time;

"Contributions" means the consideration in the form of cash provided to the
Mortgages Trustee by any Beneficiary in respect of the share of such
Beneficiary in the Trust Property under the Mortgages Trust Deed, being any of
an Initial Contribution, a Further Contribution or a Deferred Contribution;

"Contributions Ledger" means the ledger created to record (i) the making by
Funding to the Mortgages Trustee of Contributions to the Mortgages Trust
pursuant to the Mortgages Trust Deed (ii) the making by the Seller to the
Mortgages Trustee of Contributions to the Mortgages Trust pursuant to the
Mortgages Trust Deed (iii) the payment by the Mortgages Trustee to the Seller
of either (a) amounts of Initial Purchase Price for the sale of any New
Mortgage Portfolio which is acquired by the Mortgages Trustee from the Seller
under the provisions of Mortgage Sale Agreement (b) amounts of Deferred
Purchase Price in accordance with the Mortgage Sale Agreement and (iv) the
payment by



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the Mortgages Trustee to the Seller of any Special Distribution in
accordance with the Mortgages Trust Deed;

"Controlled Amortisation Amount" means on any Payment Date prior to the
occurrence of a Trigger Event or enforcement of the Issuer Security:

(a)      in relation to any Note or class of Notes issued by an Issuer which
         is a Controlled Amortisation Note, the maximum aggregate principal
         amount which may be repaid by such Issuer to the relevant Noteholder
         or Noteholders of such class on such Payment Date in accordance with
         the relevant Conditions and the Issuer Cash Management Agreement of
         such Issuer; or

(b)      in relation to the Intercompany Loan of any Issuer, the maximum
         aggregate principal amount which may be repaid by Funding to such
         Issuer in respect of such Intercompany Loan on such Payment Date
         (which will be equal to the aggregate of the Controlled Amortisation
         Amounts due on such Payment Date under the Notes issued by such
         Issuer);

"Controlled Amortisation Note" means any Note issued by an Issuer pursuant to
which prior to the occurrence of a Trigger Event or enforcement of the Issuer
Security, the Conditions of such Note impose a limit on the amount of
principal which may be repaid by such Issuer to the relevant Noteholder in
respect of such Note on any Payment Date;

"Corporate Services Agreement" means

(a)      in relation to any Issuer, the corporate services agreement entered
         into on or before the Closing Date of the issue of the relevant Notes
         among, inter alios, the relevant Corporate Services Provider,
         Holdings, the Post-Enforcement Call Option Holder and such Issuer,
         for the provision by the Corporate Services Provider of certain
         corporate services, and

(b)      in relation to the Mortgages Trustee or Funding, the corporate
         services agreement entered into on or before the Initial Closing Date
         between the relevant Corporate Services Provider and the Mortgages
         Trustee or Funding (as the case may be) for the provision by the
         relevant Corporate Services Provider of certain corporate services
         with respect to the Mortgages Trustee or Funding,

in each case as it has been and may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement corporate services agreements entered into by such parties from
time to time in accordance with the Transaction Documents;

"Corporate Services Provider" means in relation to any Issuer, Law Debenture
Corporate Services Limited, in relation to Funding, Mourant & Co. Capital
(SPV) Limited, and in relation to the Mortgages Trustee, Mourant & Co.
Limited, or any other person or persons for the time being acting as corporate
services provider under the relevant Corporate Services Agreement;

"CPR" means, unless otherwise defined in the text of the relevant Transaction
Document, the constant rate of scheduled and unscheduled repayments on the
Mortgage Loans in the Mortgage Portfolio each month relative to the aggregate
principal amount outstanding of such Mortgage Loans;

"Currency Swap Agreement" means, for any Issuer, the ISDA Master Agreement(s),
Schedule(s), Confirmation(s) and any credit support documents thereto entered
into among such Issuer, the relevant Currency Swap Provider, the Note Trustee
and any credit support provider, as may be amended, restated, novated, varied
or supplemented from time to time and shall include any additional



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and/or replacement currency swap agreement entered into by such Issuer from
time to time in connection with the Notes issued by such Issuer;

"Currency Swap Provider" means in relation to any Issuer the swap counterparty
to such Issuer under any relevant Currency Swap Agreement of such Issuer;

"Currency Swap Provider Default" means the occurrence of an Event of Default
or a Downgrade Termination Event (as defined in the relevant Currency Swap
Agreement) under a Currency Swap Agreement where the Currency Swap Provider is
the Defaulting Party or the Affected Party (each as defined in the relevant
Currency Swap Agreement);

"Current Balance" means in relation to any Mortgage Loan as at any given date,
the aggregate (but avoiding double counting) of:

(a)      the original principal amount advanced to the relevant Borrower and
         any Further Advances on or before the given date to the relevant
         Borrower secured or intended to be secured by the related Mortgage;

(b)      the amount of any Re-Draw under any Flexible Mortgage Loan or of any
         Further Draw under a Personal Secured Loan secured or intended to be
         secured by the related Mortgage;

(c)      any interest, disbursement, legal expense, fee, charge, rent, service
         charge, premium or payment which has been properly capitalised in
         accordance with the relevant Mortgage Conditions or with the relevant
         Borrower's consent and added to the amounts secured or intended to be
         secured by such Mortgage Loan (including interest capitalised on any
         Re-Draw under a Flexible Mortgage Loan); and

(d)      any other amount (other than unpaid interest) which is due or accrued
         (whether or not due) and which has not been paid by the relevant
         Borrower and has not been capitalised in accordance with the relevant
         Mortgage Conditions or with the relevant Borrower's consent but which
         is secured or intended to be secured by that Mortgage Loan, as at the
         end of the London Business Day immediately preceding that given date
         less any repayment or payment of any of the foregoing made on or
         before the end of the London Business Day immediately preceding that
         given date and excluding any retentions made but not released and any
         Further Advances and/or Further Draws committed to be made but not
         made by the end of the London Business Day immediately preceding that
         given date;

"Current Funding Share" means the amount of Trust Property beneficially owned
by Funding from time to time, as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;

"Current Funding Share Percentage" means the percentage share of Funding in
the Trust Property from time to time, as determined in accordance with Clause
8 (Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;

"Current Seller Share" means the amount of Trust Property beneficially owned
by the Seller from time to time, as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;

"Current Seller Share Percentage" means the percentage share of the Seller in
the Trust Property from time to time as determined in accordance with Clause 8
(Adjustment of Funding Share Percentage and Seller Share Percentage) of the
Mortgages Trust Deed;


                                      11
<PAGE>

"Deed of Accession" means a deed executed by, inter alios, Funding, the
Security Trustee and the Note Trustee and any New Funding Secured Creditor in
the form set out in Schedule 2 to the Funding Deed of Charge or any other form
of deed as agreed between the parties;

"Deed of Consent" means a deed whereby a person in or intended to be in
occupation of a Mortgaged Property agrees with the Seller to postpone his or
her interest (if any) in the Mortgaged Property so that it ranks after the
interest of the Seller created by the relevant Mortgage;

"Deed of Postponement" means a deed whereby a Mortgagee of a Mortgaged
Property agrees with the Seller to postpone its Mortgage over the Mortgaged
Property so that the sums secured by it will rank for repayment after the sums
secured by the relevant Mortgage;

"Deferred Contribution" means the consideration in the form of cash payable by
Funding to the Mortgages Trustee from time to time in respect of the Funding
Share of the Trust Property pursuant to and in accordance with the Mortgages
Trust Deed and/or the Funding Deed of Charge including, for the avoidance of
doubt, Final Deferred Contribution (which Contribution will fund the payment
to the Seller by the Mortgages Trustee of amounts of Deferred Purchase Price
payable by the Mortgages Trustee to the Seller from time to time pursuant to
and in accordance with the Mortgage Sale Agreement);

"Deferred Purchase Price" means that portion of the Purchase Price for the
sale and assignment of the Initial Mortgage Portfolio or of any New Mortgage
Portfolio sold and assigned to the Mortgages Trustee which is not paid to the
Seller on the Initial Closing Date or, in the case of any New Mortgage
Portfolio, on the relevant Assignment Date and which is to be paid by the
Mortgages Trustee to the Seller from time to time from Deferred Contributions
received by the Mortgages Trustee from Funding and otherwise in accordance
with the Mortgage Sale Agreement;

"Direct Debit" means a payment made pursuant to the Direct Debiting Scheme;

"Direct Debiting Scheme" means the scheme for the manual or automated debiting
of bank accounts operated in accordance with the detailed rules of certain
members of the Association for Payment Clearing Services;

"Distribution Date" means the date on which the Mortgages Trust terminates and
the London Business Day as determined by the Cash Manager falling no later
than 6 Business Days after each Trust Determination Date;

"Distribution Period" means the period from, and including, a Distribution
Date to, but excluding, the next following Distribution Date or, in relation
to the first Distribution Period, the period from and including the relevant
Closing Date to, but excluding, the first Distribution Date;

"Drawdown Date" means, in respect of the First Issuer Intercompany Loan, the
Initial Closing Date, and in respect of any New Intercompany Loan, the date on
which such New Intercompany Loan is made to Funding by any New Issuer;

"Drawdown Notice" means, in respect of an Intercompany Loan, a notice
delivered by Funding to the relevant Issuer and the Security Trustee
requesting a drawing under that Intercompany Loan Agreement;

"DTC" means The Depository Trust Company;

"Early Repayment Charge" means any charge or fee which the Mortgage Conditions
applicable to a Mortgage Loan require the relevant Borrower to pay in the
event that all or part of that Mortgage



                                      12
<PAGE>

Loan is repaid before a certain date, including without limitation repayment of
any "cashback";

"Early Repayment Charge Receipts" means an amount equal to sums received by
the Mortgages Trustee from time to time in respect of Early Repayment Charges;

"Encumbrance" has the same meaning as "Security Interest";

"Enforcement Procedures" means the procedures for the enforcement of Mortgages
undertaken by the Administrator from time to time in accordance with the
Administration Procedures;

"English Mortgage" means, in respect of any Mortgage Loan in the Mortgage
Portfolio, a Mortgage secured over an English Property;

"English Mortgage Loan" means each Mortgage Loan secured by an English Mortgage;

"English Property" means a Mortgaged Property situated in England or Wales;

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System;

"Event of Default" means, as the context requires, any of the following:

(a)      in relation to the First Issuer Notes, a First Issuer Note Event of
         Default;

(b)      in relation to the New Notes issued by any New Issuer, a Note Event
         of Default pursuant to the Terms and Conditions of such New Notes;

(c)      in relation to the First Intercompany Loan Agreement, a First Issuer
         Intercompany Loan Event of Default; or

(d)      in relation to any New Intercompany Loan Agreement, the occurrence of
         an event of default pursuant to the Intercompany Loan Terms and
         Conditions of such New Issuer;

"Exchange Act" means the United States Securities Exchange Act of 1934, as
amended;

"Existing Borrower's Re-Fix Rate" means at any date the fixed rate then being
offered to those of the Seller's existing Borrowers who at that date are
seeking to fix the rate of interest payable under their existing Fixed Rate
Mortgage Loan with the Seller for the applicable period;

"Final Deferred Contribution" has the meaning given to it in the Mortgages
Trust Deed;

"Final Repayment Date" means, in respect of the First Issuer Intercompany
Loan, the Payment Date falling in January, 2041 and in relation to any New
Intercompany Loan the date specified under the relevant Issuer Transaction
Documents and as defined in the relevant Issuer Master Definitions Schedule;

"Financial Period" means a Financial Year or any other period in respect of
which accounts are required to be prepared and certified by the auditors of
the relevant company to enable it to comply with all relevant legal and
accounting requirements and all requirements of any stock exchange on which
any securities of the company are listed;

"First Issuer" means Granite Mortgages 01-1 plc;

"First Issuer Liquidity Required Amount" means an amount as of any Payment
Date equal to the excess, if any, of 3% of the aggregate outstanding balance
of the Notes on that Payment Date over amounts standing to the credit of the
Issuer Reserve Fund on that Payment Date;

"Fitch" means Fitch Ratings Limited and includes any successor to its ratings
business;



                                      13
<PAGE>

"Fixed Rate Mortgage Loan" means a Mortgage Loan which is subject to a fixed
rate of interest set by reference to a predetermined rate or series of rates
for a fixed period or periods;

"Fixed Rate Period" means, in relation to any Fixed Rate Mortgage Loan or
other Mortgage Loan offered with a Fixed Rate, the period agreed between the
Borrower and the Seller or Administrator (as applicable) as set out under the
terms and conditions of such Mortgage Loan during which the interest rate
applicable to such Mortgage Loan will remain fixed;

"Flexible Cash Re-Draw Capacity" has the meaning given to it in Clause 9.2
(Fluctuation of Minimum Seller Share on Distribution Date) of the Mortgages
Trust Deed;

"Flexible Mortgage Loan" means a type of Mortgage Loan (other than a Personal
Secured Loan) product that typically incorporates features that give the
Borrower options (which may be subject to certain conditions) to, among other
things, make further drawings on the mortgage loan account and/or to overpay
or underpay interest and principal in a given month and/or to take a Payment
Holiday;

"Flexible Overpayments Sub Ledger" means the sub-ledger of the Overpayments
Ledger which will be established by the Cash Manager on the Initial Closing
Date in order to record any Overpayments made on Flexible Mortgage Loans;

"Funding" means Granite Finance Funding Limited, a company incorporated with
limited liability in Jersey, registered number 79308;

"Funding Available Principal Receipts" in respect of any Payment Date will be
calculated by the Cash Manager or otherwise on behalf of Funding (or,
following enforcement of the Funding Security, the Security Trustee) on the
Distribution Date immediately preceding such Payment Date and will be an
amount equal to the sum of all Funding Principal Receipts received by Funding
from the Mortgages Trustee and recorded on the Group 1 Principal Sub-Ledger or
Group 2 Principal Sub-Ledger, as applicable, during the Interest Period ending
on the relevant Payment Date plus amounts transferred from the Funding
Principal Ledger to the Group 1 Principal Sub-ledger or the Group 2 Principal
Sub-Ledger during the Interest Period ending on the relevant Payment Date;
provided that, subject as otherwise provided in the Transaction Documents, for
the purpose only of determining the amount of Funding Available Principal
Receipts which may be allocated to any Issuer (but not to any other Issuer)
following an enforcement of the Issuer Security relating to that Issuer, it
may also include the aggregate of any amounts standing to the credit of the
Issuer Liquidity Reserve Ledger, if any, and the Issuer Reserve Fund Ledger of
such Issuer remaining on that Payment Date after the application of such
reserve funds in accordance with the Funding Pre-Enforcement Revenue Priority
of Payments. Provided, further, that in respect of an Issuer the Notes of
which include a Class or Classes of Money Market Notes having a Final Maturity
Date on such Payment Date, Funding Available Principal Receipts will include
the amount, if any, standing to the credit of the Issuer Liquidity Reserve
Ledger in respect of that Issuer on the Distribution Date immediately
preceding such Payment Date required (after taking into account Funding
Available Principal Receipts otherwise available to such Issuer) to pay such
Class of Money Market Notes on such Payment Date;

"Funding Available Revenue Receipts" in respect of any Payment Date will be
calculated by the Cash Manager on the Distribution Date immediately preceding
such Payment Date and will be an amount equal to the sum of:

(1)      all Mortgages Trustee Available Revenue Receipts distributed to
         Funding during the Interest




                                      14
<PAGE>

         Period ending on the relevant Payment Date;

(2)      other net income of Funding including all amounts of interest
         received on the Funding GIC Account and the Funding Transaction
         Account, and/or all income from Authorised Investments (in each case
         to be received on or prior to the relevant Payment Date) as allocated
         by Funding between Group 1 and Group 2 in proportion to the Group 1
         Share Percentage and the Group 2 Share Percentage and recorded on the
         Group 1 Revenue Sub-Ledger and Group 2 Revenue Sub-Ledger on each
         Distribution Date during the Interest Period ending on the relevant
         Payment Date; and

(3)      the amount standing to the credit of the Funding Reserve Ledger,

PROVIDED THAT for the purpose only of the payments to be made to any Issuer on
the relevant Payment Date in respect of the Intercompany Loan made by that
Issuer (but not for the purpose of any other payment to be made by Funding on
the relevant Payment Date including any payment in respect of any other
Intercompany Loan made by any other Issuer), it shall also include the sum of:

(4)      the amount standing to the credit of the Issuer Reserve Fund Ledger
         in respect of such Issuer (but not in respect of any other Issuer),
         subject to any limits or conditions on the purposes for which that
         reserve may be utilised as set out in the Funding Deed of Charge; and

(5)      the amount standing to the credit of the Issuer Liquidity Reserve
         Ledger, if any, in respect of such Issuer (but not in respect of any
         other Issuer), subject to any limits or conditions on the purposes
         for which that reserve may be utilised as set out in the Funding Deed
         of Charge.

"Funding Bank Accounts" means the Funding GIC Account, the Funding Transaction
Account and the Funding (First Issuer) GIC Account and each other Funding
(Issuer) GIC Account established after the Initial Closing Date and each such
additional or replacement account in the name of Funding that may be opened
with the prior approval of the Security Trustee after the Initial Closing
Date;

"Funding Charged Property" means the property, assets and undertakings of
Funding which from time to time are or are expressed to be mortgaged, charged,
assigned, pledged or otherwise encumbered to, or in favour of the Security
Trustee for itself and for the Funding Secured Creditors under the Funding
Deed of Charge or any other Funding Transaction Document;

"Funding Contribution Date" means any date on which Funding makes a Further
Contribution to the Mortgages Trustee in connection with Funding's purchase of
an increased beneficial interest in the Trust Property, on which date the
Mortgages Trustee will also pay to the Seller an Initial Consideration equal
to the amount of such Further Contribution;

"Funding Deed of Charge" means the deed of charge entered into on or about the
Initial Closing Date between Funding, the Security Trustee, the First Issuer,
the Corporate Services Provider, the Account Bank, the Funding GIC Provider,
the Mortgages Trustee, the Start-up Loan Provider and the Cash Manager and the
Schedules thereto and including each Deed of Accession or Accession
Undertaking entered into in connection therewith as may be amended, restated,
novated, varied or supplemented from time to time;

"Funding Expense Sub-Ledger" means a sub-ledger of the Funding Revenue Ledger
on which receipts and payments of Funding Revenue Receipts allocable to the
payment of expenses will be recorded by the Cash Manager;

"Funding (First Issuer) Bank Account Agreement" means the agreement entered
into on or about




                                      15
<PAGE>

the Initial Closing Date between Funding, the Cash Manager, the Security
Trustee and the Account Bank which governs the operation of the Funding (First
Issuer) GIC Account as may be amended, restated, novated, varied or
supplemented from time to time and shall include any additional and/or
replacement Funding (first issuer) bank account agreement entered into by such
parties from time to time in accordance with the Transaction Documents;

"Funding (First Issuer) GIC Account" the account in the name of Funding (sort
code 30-15-57, account number 00001933, reference: GRANITE011GI) held at the
Account Bank and maintained subject to the terms of the Funding (First Issuer)
Guaranteed Investment Contract, the Funding (First Issuer) Bank Account
Agreement and the Funding Deed of Charge or such additional or replacement
account as may for the time being be in place with the prior consent of the
Security Trustee;

"Funding (First Issuer) GIC Account Mandate" means the resolutions,
instructions and signature authorities relating to the Funding (First Issuer)
GIC Account substantially in the form set out in Schedule 1 to the Funding
(First Issuer) Bank Account Agreement;

"Funding (First Issuer) Guaranteed Investment Contract" means the guaranteed
investment contract entered into on or about the Initial Closing Date between
Funding, the Funding GIC Provider, the Security Trustee and the Cash Manager
under which the Funding GIC Provider agrees to pay Funding a guaranteed rate
of interest on the balance from time to time of the Funding (First Issuer) GIC
Account, as may be amended, restated, novated, varied or supplemented from
time to time and shall include any additional and/or replacement guaranteed
investment contract entered into by Funding from time to time in accordance
with the Transaction Documents;

"Funding (Issuer) Bank Account Agreement" means, in relation to any Issuer,
the agreement entered into on or about the relevant Closing Date between
Funding, the Cash Manager, the Security Trustee and the Account Bank which
governs the operation of the Funding (Issuer) GIC Account and shall include
any additional and/or replacement Funding (Issuer) bank account agreement
entered into by such parties from time to time in accordance with the
Transaction Documents;

"Funding (Issuer) GIC Account" means, in relation to any Issuer, the account
in the name of Funding held at the Account Bank and maintained subject to the
terms of the relevant Funding (Issuer) Guaranteed Investment Contract, the
relevant Funding (Issuer) Bank Account Agreement and the Funding Deed of
Charge or such additional or replacement account as may for the time being be
in place with the prior consent of the Security Trustee;

"Funding (Issuer) Guaranteed Investment Contract" means, in relation to any
Issuer, the guaranteed investment contract entered into on about the relevant
Closing Date between Funding, the Funding GIC Provider, the Security Trustee
and the Cash Manager under which the Funding GIC Provider agrees to pay
Funding a guaranteed rate of interest on the balance from time to time of the
relevant Funding (Issuer) GIC Account, as may be amended, restated, novated,
varied or supplemented from time to time and shall include any additional
and/or replacement guaranteed investment contract entered into by Funding from
time to time in accordance with the Transaction Documents;

"Funding GIC Account Mandate" means the resolutions, instructions and
signature authorities relating to the Funding GIC Account substantially in the
form set out in Schedule 1 to the Bank Account Agreement;

"Funding GIC Provider" means Lloyds TSB Bank plc acting through its office at
Financial Markets




                                      16
<PAGE>

Division, 25 Monument Street, London or such other person or persons as are
for the time being the GIC provider to Funding under the Funding Guaranteed
Investment Contract and any Funding (Issuer) Guaranteed Investment Contract;

"Funding Guaranteed Investment Contract" means the guaranteed investment
contract entered into on or about the Initial Closing Date between Funding,
the Funding GIC Provider, the Cash Manager and the Security Trustee under
which the Funding GIC Provider agrees to pay Funding a guaranteed rate of
interest on the balance from time to time of the Funding GIC Account as may be
amended, restated, novated, varied or supplemented from time to time and shall
include any additional and/or replacement guaranteed investment contract
entered into by Funding in accordance with the Transaction Documents;

"Funding Jersey Secured Property" means, at any time, the Funding Charged
Property which is situated in Jersey at such time;

"Funding Ledgers" means the Funding Principal Ledger, the Funding Revenue
Ledger, the Funding Reserve Ledger, the Funding Principal Deficiency Ledger,
the Intercompany Loan Ledger and each Issuer Reserve Fund Ledger and each
Issuer Liquidity Reserve Ledger;

"Funding Post-Enforcement Priority of Payments" means the rules and the order
of priority in which Funding Available Revenue Receipts, Funding Available
Principal Receipts and all other monies, income, receipts and recoveries of
Funding or the Security Trustee or any Receiver of Funding and the proceeds of
enforcement of the Funding Security are to be applied following service of an
Intercompany Loan Enforcement Notice or otherwise following an enforcement of
the Funding Security as set out in Part III of Schedule 3 (Funding Priority of
Payments) to the Funding Deed of Charge, as the same may be amended, varied or
superseded from time to time in accordance with the terms of the Funding Deed
of Charge;

"Funding Pre-Enforcement Principal Priority of Payments" means the rules and
the order of priority in which Funding Available Principal Receipts will be
applied prior to the enforcement of the Funding Security as set out in Part II
of Schedule 3 (Funding Priority of Payments) to the Funding Deed of Charge, as
the same may be amended, varied or superseded from time to time in accordance
with the terms of the Funding Deed of Charge;

"Funding Pre-Enforcement Revenue Priority of Payments" means the rules and the
order of priority in which Funding Available Revenue Receipts will be applied
prior to the enforcement of the Funding Security as set out in Part I of
Schedule 3 (Funding Priority of Payments) to the Funding Deed of Charge, as
the same may be amended, varied or superseded from time to time in accordance
with the terms of the Funding Deed of Charge;

"Funding Principal Deficiency Ledger" means the ledger maintained by the Cash
Manager in the name of Funding pursuant to the Cash Management Agreement to
record the aggregate position of the Principal Deficiency Ledgers of all
Issuers as to Losses on the Mortgage Loans and the application of Funding
Available Principal Receipts to fund the Issuer Liquidity Reserve Funds;

"Funding Principal Ledger" means the ledger maintained by the Cash Manager in
the name of Funding pursuant to the Cash Management Agreement to record
receipts and payments of Funding Principal Receipts which ledger will be
divided into two sub-ledgers: (i) the Group 1 Principal Sub-Ledger and (ii)
the Group 2 Principal Sub-Ledger;

"Funding Principal Receipts" means the Principal Receipts received by Funding
from the Mortgages




                                      17
<PAGE>

Trustee on each Distribution Date;

"Funding Priority of Payments" means, as applicable, any of the Funding
Pre-Enforcement Revenue Priority of Payments, the Funding Pre-Enforcement
Principal Priority of Payments or the Funding Post-Enforcement Priority of
Payments;

"Funding Reserve Adjustment Date" means a Payment Date in respect of which (i)
a Funding Reserve Decrease has occurred on the immediately preceding Payment
Date and (ii) such immediately preceding Payment Date was not also a Funding
Reserve Adjustment Date; provided that a Funding Reserve Adjustment Date shall
not occur on any Payment Date for Group 1 Issuers or Payment Date for Group 2
Issuers if only Notes of Group 1 Issuers or Group 2 Issuers, respectively, are
outstanding;

"Funding Reserve Decrease" means a reduction in the amount standing to the
credit of the Funding Reserve Ledger resulting from the application of such
amount to the payment of items in accordance with the Funding Pre-Enforcement
Revenue Priority of Payments (except items (A)-(D)) or the Funding
Post-Enforcement Priority of Payments (except items (A)-(C));

"Funding Reserve Fund" means the reserve fund established in the name of
Funding on the Initial Closing Date in an amount up to the Funding Reserve
Required Amount, which prior to enforcement may be (a) allocated among Issuers
and between Groups to help meet any deficit in Funding Available Revenue
Receipts and thereby any deficit recorded on the Issuer Principal Deficiency
Ledgers and/or (b) utilised to fund initial reserves and other expenses in
connection with the issuance of Notes by New Issuers;

"Funding Reserve Ledger" means the ledger maintained by the Cash Manager in
the name of Funding pursuant to the Cash Management Agreement to record the
amount standing to the credit of the Funding Reserve Fund from time to time;

"Funding Reserve Required Amount" means the amount from time to time which is
equal to the sum of (1) the product of 0.60 per cent. and the greater of (a)
the aggregate Principal Amount Outstanding of the Notes outstanding of all
Issuers on the relevant determination date and (b) the aggregate Outstanding
Principal Balance of the Intercompany Loans of all Issuers on the relevant
determination date, or such other amount as may be agreed from time to time
with the Rating Agencies. As at the Initial Closing Date, the Funding reserve
required amount will be zero;

"Funding Revenue Ledger" means the ledger maintained by the Cash Manager in
the name of Funding pursuant to the Cash Management Agreement to record all
monies received by Funding during an Interest Period other than the Funding
Principal Receipts which ledger will be sub-divided into three sub-ledgers:
(i) the Group 1 Revenue Sub-Ledger, (ii) the Group 2 Revenue Sub-Ledger and
(iii) the Funding Expense Sub-Ledger;

"Funding Revenue Receipts" means the Mortgages Trustee Available Revenue
Receipts received by Funding from the Mortgages Trustee on each Distribution
Date;

"Funding Secured Creditors" means the Security Trustee (and any Receiver of
Funding appointed pursuant to the Funding Deed of Charge), the First Issuer,
the Corporate Services Provider in relation to Funding, the Account Bank, the
Funding GIC Provider, the Mortgages Trustee, the Start-up Loan Provider, the
Cash Manager and each New Funding Secured Creditor who accedes to the Funding
Deed of Charge from time to time pursuant to a Deed of Accession (including,
for the avoidance of doubt, any New Issuer);

"Funding Secured Obligations" means any and all of the monies, obligations and
liabilities which




                                      18
<PAGE>

Funding covenants to pay or discharge under or pursuant to Clause 2 (Covenant
to pay and to Perform) of the Funding Deed of Charge and all other amounts
owed by it to the Funding Secured Creditors pursuant to the Funding
Transaction Documents;

"Funding Security" means the security granted by Funding under or pursuant to
the Funding Deed of Charge in favour of the Security Trustee for the benefit
of the Funding Secured Creditors or any of them including the security granted
by Funding under or pursuant to any Deed of Accession and the security granted
by Funding under or pursuant to the Second Priority Funding Deed of Charge;

"Funding Share" means, prior to the first Distribution Date, the Initial
Funding Share and thereafter means the Current Funding Share;

"Funding Share Percentage" means, prior to the first Distribution Date, the
Initial Funding Share Percentage and thereafter means the Current Funding
Share Percentage;

"Funding Share/Seller Share Ledger" means the ledger to be maintained by the
Cash Manager, on behalf of the Mortgages Trustee and the Beneficiaries, to
record the Current Funding Share, the Current Funding Share Percentage, the
Current Seller Share and the Current Seller Share Percentage of the Trust
Property;

"Funding Transaction Account" means the account in the name of Funding
(account no. 0625898, sort code 30-00-02) held with the Account Bank and
maintained subject to the terms of the Bank Account Agreement and the Funding
Deed of Charge or any additional or replacement account as may for the time
being be in place with the prior consent of the Security Trustee;

"Funding Transaction Account Mandate" means the resolutions, instructions and
signature authorities relating to the Funding Transaction Account
substantially in the form set out in Schedule 1 to the Bank Account Agreement;

"Funding Transaction Document" means each of the following documents:

(a)      the Mortgages Trust Deed;

(b)      the Mortgage Sale Agreement;

(c)      the Administration Agreement;

(d)      the Funding Deed of Charge;

(e)      the Second Priority Funding Deed of Charge;

(f)      the Corporate Services Agreement;

(g)      the Bank Account Agreement;

(h)      the Funding (Issuer) Bank Account Agreement;

(i)      the Funding Guaranteed Investment Contract;

(j)      the Funding (Issuer) Guaranteed Investment Contract;

(k)      the Cash Management Agreement;

(l)      the Start-up Loan Agreement;

(m)      each New Start-up Loan Agreement to be entered into by Funding after
         the Initial Closing Date;


                                      19
<PAGE>

(n)      the Collection Bank Agreement;

(o)      the First Issuer Intercompany Loan Agreement;

(p)      each New Intercompany Loan Agreement to be entered into by Funding
         after the date hereof; and

(q)      each other deed, document, agreement, instrument or certificate
         entered into or to be entered into by Funding pursuant to or in
         connection with any of the documents set out in paragraphs (a)
         through (p) above including any agreement entered into by Funding as
         a replacement of any of the above agreements upon the termination
         thereof;

"Further Advance" means, in relation to a Mortgage Loan, any advance of
further money to the relevant Borrower following the making of the initial
advance of monies in respect of such Mortgage Loan (the "Initial Advance")
which is secured by the same Mortgage as the Initial Advance but does not
include the amount of any retention advanced to the relevant Borrower as part
of the Initial Advance after completion of the Mortgage and does not include
any Re-Draw or Further Draw;

"Further Contribution" means the consideration in the form of cash payable to
the Mortgages Trustee by any Beneficiary to increase the Funding Share or, as
the case may be, the Seller Share of the Trust Property pursuant to and in
accordance with the Mortgages Trust Deed but excluding any Initial
Contribution or Deferred Contribution paid by Funding to the Mortgages
Trustee;

"Further Draw" means additional amounts drawn by a Borrower under a Personal
Secured Loan in aggregate up to the fixed amount of credit extended under the
terms of the related Mortgage Conditions at the inception of the Borrower's
Personal Secured Loan;

"Further Draw Capacity" means an amount equal to the difference between (1)
the maximum amount of Further Draws that Borrowers may make under Personal
Secured Loans included in the Trust Property (whether or not drawn) as at the
last day of the immediately preceding Trust Calculation Period and (2) the
aggregate Current Balance of Personal Secured Loans which form part of the
Trust Property as at the last day of the immediately preceding Trust
Calculation Period;

"GIC Provider" means in relation to any person the provider of guaranteed
investment services to such person pursuant to a guaranteed investment
contract;

"Group" means either of Group 1 or Group 2;

"Group 1" means all Group 1 Issuers;

"Group 2" means all Group 2 Issuers;

"Group 1 Available Principal Receipts" means, in respect of a Payment Date for
Group 1 Issuers, an amount (calculated on the immediately preceding
Distribution Date) equal to all Mortgages Trustee Principal Receipts received
by Funding from the Mortgages Trustee plus any amounts transferred from the
Funding Principal Ledger to the Group 1 Principal Sub-Ledger during the
Interest Period ending on the relevant Payment Date;

"Group 2 Available Principal Receipts" means, in respect of a Payment Date for
Group 2 Issuers, an amount (calculated on the immediately preceding
Distribution Date) equal to all Mortgages Trustee Principal Receipts received
by Funding from the Mortgages Trustee plus any amounts transferred from the
Funding Principal Ledger to the Group 2 Principal Sub-Ledger during the
Interest Period ending on the relevant Payment Date;



                                      20
<PAGE>

"Group 1 Available Revenue Receipts" means, in respect of a Payment Date for
Group 1 Issuers, an amount (calculated on the immediately preceding
Distribution Date) equal to the sum of (a) the amount of Mortgages Trustee
Available Revenue Receipts distributed to Funding during the Interest Period
ending on the relevant Payment Date and recorded on the Group 1 Revenue
Sub-Ledger (b) other net income of Funding (including all amounts of interest
on the Funding GIC Account and the Funding Transaction Account, and/or all
income from Authorised Investments, in each case received on or prior to the
relevant Payment Date), as allocated by Funding to Group 1 in proportion to
the Group 1 Share Percentage and recorded on the Group 1 Revenue Sub-Ledger on
each Distribution Date during the related Interest Period ending on the
relevant Payment Date, and (c) the product of the amount standing to the
credit of the Funding Reserve Ledger on such Distribution Date multiplied by
the Group 1 Share Percentage, in each case as on such Distribution Date
(unless the related Payment Date for Group 1 Issuers is also a Funding Reserve
Adjustment Date, in which case the product of the amount standing to the
credit of the Funding Reserve Ledger multiplied by the Group 1 Share
Percentage, in each case as on the Distribution Date immediately preceding the
immediately preceding Payment Date for Group 2 Issuers);

"Group 2 Available Revenue Receipts" means, in respect of a Payment Date for
Group 2 Issuers, an amount (calculated on the immediately preceding
Distribution Date) equal to the sum of (a) the amount of Mortgages Trustee
Available Revenue Receipts distributed to Funding Interest Period ending on
the relevant Payment Date and recorded on the Group 2 Revenue Sub-Ledger (b)
other net income of Funding (including all amounts of interest on the Funding
GIC Account and the Funding Transaction Account, and/or all income from
Authorised Investments, in each case received on or prior to the relevant
Payment Date), as allocated by Funding to Group 2 in proportion to the Group 2
Share Percentage and recorded on the Group 2 Revenue Sub-Ledger on each
Distribution Date during the related Interest Period ending on the relevant
Payment Date, and (c) the product of the amount standing to the credit of the
Funding Reserve Ledger on such Distribution Date multiplied by the Group 2
Share Percentage, in each case as on such Distribution Date (unless the
related Payment Date for Group 2 Issuers is also a Funding Reserve Adjustment
Date, in which case the product of the amount standing to the credit of the
Funding Reserve Ledger multiplied by the Group 2 Share Percentage, in each
case as on the Distribution Date immediately preceding the immediately
preceding Payment Date for Group 1 Issuers);

"Group 1 Issuer" means any Issuer which applies Issuer Available Revenue
Receipts and Issuer Available Principal Receipts in accordance with the
relevant priority of payments on the Payment Date falling in July, October,
January and April of each year;

"Group 2 Issuer" means any Issuer which applies Issuer Available Revenue
Receipts and Issuer Available Principal Receipts in accordance with the
relevant priority of payments on the Payment Date falling in March, June,
September and December of each year;

"Group 1 Principal Sub-Ledger" means a sub-ledger of the Funding Principal
Ledger on which receipts and payments of Funding Principal Receipts allocable
to Group 1 are recorded by the Cash Manager;

"Group 2 Principal Sub-Ledger" means a sub-ledger of the Funding Principal
Ledger on which receipts and payments of Funding Principal Receipts allocable
to Group 2 are recorded by the Cash Manager;

"Group 1 Revenue-Sub Ledger" means a sub-ledger of the Funding Revenue Ledger
on which




                                      21
<PAGE>

receipts and payments of Funding Revenue Receipts allocable to Group 1 are
recorded by the Cash Manager;

"Group 2 Revenue-Sub Ledger" means the sub-ledger of the Funding Revenue
Ledger on which receipts and payments of Funding Revenue Receipts allocable to
Group 2 are recorded by the Cash Manager;

"Group 1 Share Percentage" means

  Aggregate Outstanding Principal Balance of all Group 1 Intercompany Loans
      Aggregate Outstanding Principal Balance of all Intercompany Loans

PROVIDED THAT on any Distribution Date with respect to which Funding has made
a Further Contribution to the Mortgages Trustee in connection with Funding's
purchase of an increased beneficial interest in the Trust Property during the
immediately preceding Trust Calculation Period, the Outstanding Principal
Balance of any Intercompany Loan entered into during such Trust Calculation
Period shall be deemed to be (only for the purposes of the numerator and
denominator of the formula above) the Outstanding Principal Balance of such
Intercompany Loan multiplied by the number of days during which such
Intercompany Loan was outstanding during such Trust Calculation Period divided
by the number of days in such Trust Calculation Period.

"Group 2 Share Percentage" means

  Aggregate Outstanding Principal Balance of all Group 2 Intercompany Loans
      Aggregate Outstanding Principal Balance of all Intercompany Loans

PROVIDED THAT on any Distribution Date with respect to which Funding has made
a Further Contribution to the Mortgages Trustee in connection with Funding's
purchase of an increased beneficial interest in the Trust Property during the
immediately preceding Trust Calculation Period, the Outstanding Principal
Balance of any Intercompany Loan entered into during such Trust Calculation
Period shall be deemed to be (only for the purposes of the numerator and
denominator of the formula above) the Outstanding Principal Balance of such
Intercompany Loan multiplied by the number of days during which such
Intercompany Loan was outstanding during such Trust Calculation Period divided
by the number of days in such Trust Calculation Period.

"Group 1 Shared Issuer Revenue Receipts" has the meaning given in the rules
for application of Funding Available Revenue Receipts under the Funding
Pre-Enforcement Priority of Payments set out in Part II of Schedule 3 to the
Funding Deed of Charge;

"Group 2 Shared Issuer Revenue Receipts" has the meaning given in the rules
for application of Funding Available Revenue Receipts under the Funding
Pre-Enforcement Priority of Payments set out in Part II of Schedule 3 to the
Funding Deed of Charge;

"Group 1 Shared Principal Receipts" has the meaning given in the rules for
application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Priority of Payments set out in Part II of Schedule 3 to the
Funding Deed of Charge;

"Group 2 Shared Principal Receipts" has the meaning given in the rules for
application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Priority of Payments set out in Part II of Schedule 3 to the
Funding Deed of Charge;

"Guarantee" means each guarantee in support of the obligations of a Borrower
under a Mortgage Loan;


                                      22
<PAGE>
"Heritable Creditor" means, in relation to Scottish Mortgage Loans, the holder
of a standard security over heritable or long leasehold property in Scotland;

"Holdings" means Granite Finance Holdings Limited, a private limited company
incorporated under the laws of England and Wales, registered number 4127787;

"ICTA" means the Income and Corporation Tax Act 1988;

"in Arrears" or "in arrears" means, in respect of a Mortgage Account, that
amount equal in the aggregate to one or more Monthly Payments in respect of
such Mortgage Account are overdue and unpaid by a Borrower;

"Independent Certificates" means certificates of independent parties in
accordance with Trust Indenture Act Sections 314(c) and 314(d)(1);

"Initial Closing Date" means 26 March 2001;

"Initial Contribution" the consideration in the form of cash payable by
Funding to the Mortgages Trustee in respect of the Funding Share of the Trust
Property pursuant to and in accordance with the Mortgages Trust Deed, which
Contribution is to fund the payment to the Seller by the Mortgages Trustee of
(and is equal to) the Initial Purchase Price in respect of the Initial
Mortgage Portfolio or (if any is payable) any New Mortgage Portfolio sold and
assigned to the Mortgages Trustee and is to be funded from the proceeds of the
First Issuer Intercompany Loan or any New Intercompany Loan;

"Initial Funding Share" means the share of Funding in the Trust Property on
the Initial Closing Date, being an amount equal to approximately
(GBP)1,500,000,000;

"Initial Funding Share Percentage" means the percentage share of Funding in
the Trust Property on the Initial Closing Date being approximately 86.61 per
cent.;

"Initial Mortgage Loans" means the portfolio of residential first Mortgage
Loans and their Related Security to be sold and assigned by the Seller to the
Mortgages Trustee on the Initial Closing Date pursuant to the Mortgage Sale
Agreement;

"Initial Mortgage Portfolio" means the Initial Mortgage Loans and their
Related Security, particulars of which are set out in Appendix A to the
Mortgage Sale Agreement but excluding any such Mortgage Loan and its Related
Security which has been redeemed in full on or before the Initial Closing
Date, and (subject where applicable to the subsisting rights of redemption of
the Borrowers) all right, title, interest and benefit of the Seller in and to:

(a)      all sums of principal, interest (including, for the avoidance of
         doubt, all Accrued Interest, Arrears of Interest and Capitalised
         Arrears) and any other sum due or to become due under or in respect
         of such Mortgage Loans and their Related Security on or after the
         Initial Closing Date and including, without limitation, the right to
         demand, sue for, recover and give receipts for all such principal,
         interest or other amounts, the right to sue on all covenants and
         undertakings made or expressed to be made in favour of the Seller
         under the applicable Mortgage and all sums due or to become due in
         respect of any Early Repayment Charge;

(b)      the benefit of all securities for such principal, interest and other
         sums payable (including without limitation any interest of the Seller
         in any Life Policy), the benefit of all Deeds of Consent, MHA
         Documentation and Deeds of Postponement, any Guarantee in respect of
         such Mortgage Loan or any other collateral security for the repayment
         of the relevant Mortgage




                                      23
<PAGE>

         Loans secured by the Mortgages;

(c)      the right to exercise all the powers of the Seller in relation
         thereto subject to and in accordance with the relevant Mortgage
         Conditions;

(d)      all the estate and interest in the Mortgaged Properties in relation
         thereto vested in the Seller;

(e)      to the extent they are assignable, each Certificate of Title and
         Valuation Report and any right of action of the Seller against any
         solicitor, valuer or other person in connection with any report,
         valuation, opinion, certificate or other statement of fact or opinion
         given in connection with any Mortgage Loan and its Related Security,
         or any part thereof affecting the decision of the Seller to make or
         offer to make the relevant Mortgage Loan or part thereof;

(f)      the Buildings Policies and Insurance Contracts, in each case so far
         as they relate to such Mortgage Loans comprised in that portfolio of
         Mortgage Loans and their Related Security, including the right to
         receive the proceeds of all claims made or to be made by or on behalf
         of the Seller or to which the Seller is or may become entitled;

(g)      the MIG Policies, so far as they relate to such Mortgage Loans
         comprised in that portfolio of Mortgage Loans and their Related
         Security, including the right to receive of all claims made or to be
         made by or on behalf of the Seller or to which the Seller is or may
         become entitled;

"Initial Purchase Price" means the sum of (GBP)1,480,000,000 payable by the
Mortgages Trustee to the Seller on the Initial Closing Date in consideration
of the Seller's sale and assignment to the Mortgages Trustee of the Initial
Mortgage Portfolio or the sum agreed to from time to time between the
Mortgages Trustee and the Seller and payable by the Mortgages Trustee to the
Seller on an Assignment Date in consideration of the Seller's sale and
assignment to the Mortgages Trustee of a New Mortgage Portfolio in respect of
which any Initial Purchase Price is payable (together with any accrued
principal, interest and expenses as at the Closing Date or Assignment Date, as
applicable) in accordance with the provisions of the Mortgage Sale Agreement;

"Initial Seller Share" means the share of the Seller in the Trust Property on
the Initial Closing Date being an amount equal to approximately
(GBP)232,000,000;

"Initial Seller Share Percentage" means the percentage share of the Seller in
the Trust Property on the Initial Closing Date being approximately 13.39 per
cent.;

"Initial Trust Property" means the sum of (GBP)100 (one hundred pounds) held
on trust absolutely as to both capital and income by the Mortgages Trustee for
the benefit of the Seller and Funding pursuant to Clause 2.1 (Initial Trust
Property) of the Mortgages Trust Deed;

"Inland Revenue" means the Inland Revenue of the United Kingdom;

"Insolvency Act" means the Insolvency Act 1986;

"Insolvency Event" in respect of the Seller, the Administrator, the Cash
Manager or any Issuer Cash Manager (each, for the purposes of this definition,
a "Relevant Entity") means:

(a)      an order is made or an effective resolution passed for the winding up
         of the Relevant Entity (except, in any such case, a winding-up or
         dissolution for the purpose of a reconstruction or amalgamation the
         terms of which have been previously approved by the Security
         Trustee);

(b)      the Relevant Entity ceases or threatens to cease to carry on its
         business or stops payment or threatens to stop payment of its debts
         or is deemed unable to pay its debts within the meaning


                                      24
<PAGE>

         of section 123(a), (b), (c) or (d) of the Insolvency Act (as amended,
         modified or re-enacted) or becomes unable to pay its debts as they
         fall due or the value of its assets falls to less than the amounts of
         its liabilities (taking into account, for both these purposes,
         contingent and prospective liabilities) or otherwise becomes insolvent;

(c)      proceedings are initiated against the Relevant Entity under any
         applicable liquidation, administration, reorganisation (other than a
         reorganisation where the Relevant Entity is solvent) or other similar
         laws, save where such proceedings are being contested in good faith;
         or an administrative or other receiver, administrator or other
         similar official is appointed in relation to the whole or any
         substantial part of the undertaking or assets of the Relevant Entity;
         or a distress, execution, diligence or other process is enforced upon
         the whole or any substantial part of the undertaking or assets of the
         Relevant Entity and in any of the foregoing cases it is not
         discharged within 30 London Business Days; or if the Relevant Entity
         initiates or consents to judicial proceedings relating to itself
         under any applicable liquidation, administration, insolvency,
         reorganisation or other similar laws or makes a conveyance or
         assignment for the benefit of its creditors generally;

and in respect of Funding or any Issuer (each, for the purposes of this
definition, a "Relevant Entity"), "Insolvency Event" means:

(a)      except for the purposes of an amalgamation or restructuring as
         described in sub-clause (b) of this definition, the Relevant Entity
         ceases or threatens to cease to carry on all or a substantial part of
         its business or the Relevant Entity is deemed unable to pay its debts
         within the meaning of section 123(1)(a), (b), (c) or (d) of the
         Insolvency Act 1986 (as that section may be amended) or becomes
         unable to pay its debts within the meaning of section 123(2) of the
         Insolvency Act 1986 (as that section may be amended, modified or
         re-enacted); or

(b)      an order is made or an effective resolution is passed for the winding
         up of the Relevant Entity (except for the purposes of or pursuant to
         an amalgamation, restructuring or merger previously approved by the
         Note Trustee or the Security Trustee, as the case may be, or as
         approved in writing by an Extraordinary Resolution (as defined in the
         Issuer Trust Deed) of the Class A Noteholders); or

(c)      proceedings are otherwise initiated against the Relevant Entity under
         any applicable liquidation, insolvency, composition, reorganisation
         or other similar laws (including, but not limited to, presentation of
         a petition for an administration order) and (except in the case of
         presentation of a petition for an administration order) such
         proceedings are not, in the opinion of the Note Trustee or the
         Security Trustee (as the case may be), being disputed in good faith
         with a reasonable prospect of success; or an administration order
         being granted or an administrative receiver or other receiver,
         liquidator or other similar official being appointed in relation to
         the Relevant Entity or in relation to the whole or any substantial
         part of the undertaking or assets of the Relevant Entity; or an
         encumbrancer taking possession of the whole or any substantial part
         of the undertaking or assets of the Relevant Entity, or a distress,
         execution, diligence or other process being levied or enforced upon
         or sued out against the whole or any substantial part of the
         undertaking or assets of the Relevant Entity and such possession or
         process (as the case may be) not being discharged or not otherwise
         ceasing to apply within 30 days; or the Relevant Entity initiating or
         consenting to judicial proceedings relating to itself under
         applicable liquidation, insolvency, composition, reorganisation or
         other



                                      25
<PAGE>

         similar laws or making a conveyance or assignment for the benefit of
         its creditors generally;

"Insurance Contracts" means the insurance contracts or policies described in
Schedule 4 to the Mortgage Sale Agreement and any other additional, substitute
or replacement insurance contract or policy arranged by the Seller from time
to time relating to the Mortgage Loans in the Mortgages Trust;

"Insurance Policies" means:

(a)      the MIG Policies;

(b)      the Properties in Possession Policy;

(c)      the Contingency Insurance Policy; and

(d)      the Buildings Policies;

"Intercompany Loan Agreements" means the First Issuer Intercompany Loan
Agreement and any New Intercompany Loan Agreements and "Intercompany Loan
Agreement" means any one of them;

"Intercompany Loans" means the First Issuer Intercompany Loan and any New
Intercompany Loan and "Intercompany Loan" means any of them;

"Intercompany Loan Confirmation" means a document substantially in the form
set out in Schedule 2 (Form of Intercompany Loan Confirmation) to the
Intercompany Loan Terms and Conditions confirming the principal terms of each
Intercompany Loan Agreement between Funding, any Issuer, the Security Trustee
and the Agent Bank;

"Intercompany Loan Enforcement Notice" means an enforcement notice served by
the Security Trustee on Funding in relation to the enforcement of the Funding
Security following the occurrence of an Intercompany Loan Event of Default;

"Intercompany Loan Event of Default" means the occurrence of an event of
default as specified in Clause 14 (Default) of the Intercompany Loan Terms and
Conditions;

"Intercompany Loan Ledger" means the sub-ledger on which the Cash Manager will
record payments of interest and repayments of principal made under any
Intercompany Loan;

"Intercompany Loan Terms and Conditions" means the general terms and
conditions applicable to each Intercompany Loan Agreement, which have been
signed for the purposes of identification by the Security Trustee, the Agent
Bank and Funding on the Initial Closing Date, as amended, restated, novated,
varied or supplemented from time to time and shall include any additional
and/or replacement intercompany loan terms and conditions entered into from
time to time in accordance with the Transaction Documents;

"Interest Rate Shortfall" has the meaning given to it in Clause 4.3(a) of the
Administration Agreement;

"Interim Calculation Period" means the portion of a Trust Calculation Period
that is less than a full Trust Calculation Period during which any single
calculation of the Funding Share, Funding Share Percentage, Seller Share and
Seller Share Percentage applies;

"Irrecoverable VAT" means any amount in respect of VAT incurred by a party to
the Transaction Documents (for the purposes of this definition, a "Relevant
Party") as part of a payment in respect of



                                      26
<PAGE>

which it is entitled to be indemnified under the relevant Transaction
Documents to the extent that the Relevant Party does not or will not receive
and retain a credit or repayment of such VAT as input tax (as that expression
is defined in section 24(1) of the Value Added Tax Act 1994) for the
prescribed accounting period (as that expression is used in section 25(1) of
the Value Added Tax Act 1994) to which such input tax relates;

"Interest Rate Swap Agreement" means, for any Issuer, the ISDA Master
Agreement(s), Schedule(s), Confirmation(s) and any credit support documents
thereto entered into among such Issuer, the relevant Interest Rate Swap
Provider, the Note Trustee and any credit support provider, as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement interest rate swap agreement entered into by
such Issuer from time to time in connection with the Notes issued by such
Issuer;

"Interest Rate Swap Provider" means in relation to any Issuer the swap
counterparty to such Issuer under any relevant Interest Rate Swap Agreement of
such Issuer;

"Interest Rate Swap Provider Default" means the occurrence of an Event of
Default or a Downgrade Termination Event (as defined in the relevant Interest
Rate Swap Agreement) where the Interest Rate Swap Provider is the Defaulting
Party or the Affected Party (as defined in the relevant Interest Rate Swap
Agreement);

"Issuer" means the First Issuer or, as the context may require, any New Issuer;

"Issuer Account Bank" means, in relation to any Issuer, the bank at which the
Issuer Bank Accounts of such Issuer are maintained from time to time pursuant
to the relevant Issuer Transaction Documents;

"Issuer Account Mandates" means, in relation to any Issuer, the resolutions,
instructions, and Authorised Signatories relating to the Issuer Bank Accounts
substantially in the form scheduled to the relevant Issuer Bank Account
Agreement;

"Issuer Allocable Principal Receipts" has the meaning given to it in the rules
for application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Principal Priority of Payments set out in Part I of Schedule 3
to the Funding Deed of Charge;

"Issuer Allocable Revenue Receipts" has the meaning given to it in the rules
for application of Funding Available Principal Receipts under the Funding
Pre-Enforcement Principal Priority of Payments set out in Part I of Schedule 3
to the Funding Deed of Charge;

"Issuer Arrears Test" is satisfied on a Payment Date if any Issuer Cash
Manager or the Cash Manager calculates on the Distribution Date immediately
preceding such Payment Date that as of the last day of the Trust Calculation
Period immediately preceding that Payment Date (i) the aggregate Current
Balance of the Mortgage Loans which are then in arrears for at least 3 months
is less than 4% of the aggregate Current Balance of all Mortgage Loans, unless
the Rating Agencies have confirmed that the then-current ratings of the Notes
will not be adversely affected by such test not having been met; and (ii) the
aggregate Interest Arrears in respect of all of the Mortgage loans in the
Mortgages Trust as a percentage of the aggregate gross interest due on all
Mortgage Loans during the previous 12 months, does not exceed 2%, or such
other percentage as is then acceptable to the then-current Rating Agencies at
such time.

"Issuer Available Principal Receipts" means, in relation to the First Issuer,
the Second Issuer and the Third Issuer, the First Issuer Available Principal
Receipts, the Second Issuer Available Principal



                                      27
<PAGE>

Receipts, and the Third Issuer Available Principal Receipts respectively, and
in relation to any New Issuer, the Current Issuer Available Principal Receipts
as defined in the Issuer Master Definitions Schedule relating to that New
Issuer;

"Issuer Available Revenue Receipts" means, in relation to the First Issuer,
the Second Issuer and the Third Issuer, the First Issuer Available Revenue
Receipts, the Second Issuer Available Revenue Receipts, and the Third Issuer
Available Revenue Receipts respectively, and in relation to any New Issuer,
the Current Issuer Available Revenue Receipts as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;

"Issuer Bank Account Agreement" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Bank Account Agreement,
the Second Issuer Bank Account Agreement and the Third Issuer Bank Account
Agreement respectively, and in relation to any New Issuer, the Current Issuer
Bank Account Agreement as defined in the Issuer Master Definitions Schedule
relating to that New Issuer;

"Issuer Bank Accounts" means, in relation to the First Issuer, the Second
Issuer and the Third Issuer, the First Issuer Bank Accounts, the Second Issuer
Bank Accounts and the Third Issuer Bank Accounts respectively and, in relation
to any New Issuer, the Current Issuer Bank Accounts as defined in the Issuer
Master Definitions Schedule relating to that New Issuer;

"Issuer Cash Management Agreement" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Cash Management
Agreement, the Second Issuer Cash Management Agreement and the Third Issuer
Cash Management Agreement respectively, and in relation to any New Issuer, the
Current Issuer Cash Management Agreement as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;

"Issuer Cash Manager" means, in relation to the First Issuer, the First Issuer
Cash Manager and in relation to any New Issuer, the person identified as
managing all cash transactions and maintaining certain ledgers on behalf of
such Issuer pursuant to the relevant Issuer Cash Management Agreement or such
other person as may from time to time be appointed as cash manager for such
Issuer pursuant to the relevant Issuer Cash Management Agreement;

"Issuer Deed of Charge" means in relation to the First Issuer, the First
Issuer Deed of Charge and in relation to any New Issuer, the deed of charge
entered into such Issuer with the Note Trustee;

"Issuer Jersey Secured Property" means:

(a)      in relation to the First Issuer, the First Issuer Jersey Secured
         Property as defined in the Issuer Master Definitions Schedule
         relating to the First Issuer;

(b)      in relation to the Second Issuer, the Second Issuer Jersey Secured
         Property as defined in the Issuer Master Definitions Schedule
         relating to the Second Issuer;

(c)      in relation to the Third Issuer, the Third Issuer Jersey Secured
         Property as defined in the Issuer Master Definitions Schedule
         relating to the Third Issuer; and

(d)      in relation to any other Issuer, the Current Issuer Jersey Secured
         Property as defined in the Issuer Master Definitions Schedule
         relating to that Issuer;

"Issuer Junior Notes" means:

(a)      in relation to the First Issuer, the Series 1 Class C Notes and the
         Series 2 Class C Notes as



                                      28
<PAGE>

         defined in the Issuer Master Definitions Schedule relating to the
         First Issuer,

(b)      in relation to the Second Issuer, the Series 1 Class C Notes, the
         Series 2 Class C Notes as defined in the Issuer Master Definitions
         Schedule relating to the Second Issuer, and

(c)      in relation to any other Issuer, the Junior Notes as defined in the
         relevant Issuer Master Definitions Schedule;

"Issuer Liquidity Reserve Fund" means, in relation to the First Issuer, the
First Issuer Liquidity Reserve Fund, in relation to the Second Issuer, the
Second Issuer Liquidity Reserve Fund and in relation to any New Issuer, the
Current Issuer Liquidity Reserve Fund as defined in the Issuer Master
Definitions Schedule which in each case Funding will be required to establish
pursuant to and in the circumstances set out in the Intercompany Loan of such
New Issuer ;

"Issuer Liquidity Reserve Ledger" means, in relation to the First Issuer, the
First Issuer Liquidity Reserve Ledger, in relation to the Second Issuer, the
Second Issuer Liquidity Reserve Ledger and in relation to any New Issuer, the
Current Issuer Liquidity Reserve Ledger as defined in Issuer Master
Definitions Schedule in each case maintained by the Cash Manager in the name
of Funding to record the balance from time to time of the Issuer Liquidity
Reserve Fund, if any;

"Issuer Liquidity Reserve Required Amount" means, in relation to the First
Issuer, the First Issuer Liquidity Reserve Required Amount, in relation to the
Second Issuer, the Second Issuer Liquidity Reserve Required Amount and in
relation to any New Issuer, Current Issuer Liquidity Reserve Required Amount
as defined in the Issuer Master Definitions Schedule relating to that New
Issuer in each case required to be maintained in the Issuer Liquidity Reserve
Fund, if any;

"Issuer Master Definitions Schedule" means, in relation to the First Issuer,
the First Issuer Master Definitions Schedule and in relation to any New Issuer
the relevant master definitions schedule relating to that New Issuer;

"Issuer Mezzanine Notes" means:

(a)      in relation to the First Issuer, the Series 1 Class B Notes and the
         Series 2 Class B Notes as defined in the Issuer Master Definitions
         Schedule relating to the First Issuer,

(b)      in relation to the Second Issuer, the Series 1 Class B Notes, the
         Series 2 Class B Notes as defined in the Issuer Master Definitions
         Schedule relating to the Second Issuer, and

(c)      in relation to any New Issuer, the Mezzanine Notes as defined in the
         relevant Issuer Master Definitions Schedule;

"Issuer Post-Enforcement Priority of Payments" means, in relation to the First
Issuer, the Second Issuer and the Third Issuer, the First Issuer
Post-Enforcement Priority of Payments, the Second Issuer Post-Enforcement
Priority of Payments and the Third Issuer Post-Enforcement Priority of
Payments respectively, and in relation to any New Issuer, the Current Issuer
Post-Enforcement Priority of Payments as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;

"Issuer Post-Liquidity Payments" means, in the case of the First Issuer, the
payments set out in items (H) through (J) under the First Issuer
Pre-Enforcement Revenue Priority of Payments (or the relevant payments in the
equivalent items under such other First Issuer Priority of Payments as may
apply on that Payment Date), in the case of the Second Issuer, the payments
set out in items (H) through (J) under the Second Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other Second Issuer Priority of Payments as may apply




                                      29
<PAGE>

on that Payment Date) and in the case of any New Issuer, means the Current
Issuer Post-Liquidity Payments as defined in the Issuer Master Definitions
Schedule relating to that New Issuer;

"Issuer Post-Reserve Payments" means, in the case of the First Issuer, the
payments set out in item (K) under the First Issuer Pre-Enforcement Revenue
Priority of Payments (or the relevant payments in the equivalent items under
such other First Issuer Priority of Payments as may apply on that Payment
Date), in the case of the Second Issuer, the payments set out in item (K)
under the Second Issuer Pre-Enforcement Revenue Priority of Payments (or the
relevant payments in the equivalent items under such other Second Issuer
Priority of Payments as may apply on that Payment Date), and in the case of
any New Issuer, means the Current Issuer Post-Reserve Payments as defined in
the Issuer Master Definitions Schedule relating to that New Issuer;

"Issuer Post Start-Up Payments" means, in the case of the First Issuer, the
payments set out in items (L) and (M) under the First Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other First Issuer Priority of Payments as may apply on that
Payment Date), in the case of the Second Issuer, the payments set out in items
(L) and (O) under the Second Issuer Pre-Enforcement Revenue Priority of
Payments (or the relevant payments in the equivalent items under such other
Second Issuer Priority of Payments as may apply on that Payment Date) and in
the case of any New Issuer, means the Current Issuer Post Start-Up Payments as
defined in the Issuer Master Definitions Schedule relating to that New Issuer;

"Issuer Pre-Enforcement Principal Priority of Payments" means, in relation to
the First Issuer, the Second Issuer and the Third Issuer, the First Issuer
Pre-Enforcement Principal Priority of Payments, the Second Issuer
Pre-Enforcement Principal Priority of Payments and the Third Issuer
Pre-Enforcement Principal Priority of Payments respectively, and in relation
to any New Issuer, the Current Issuer Pre-Enforcement Principal Priority of
Payments as defined in the Issuer Master Definitions Schedule relating to that
New Issuer;

"Issuer Pre-Enforcement Priority of Payments" means, in relation to the First
Issuer, the Second Issuer and the Third Issuer, the First Issuer
Pre-Enforcement Priority of Payments, the Second Issuer Pre-Enforcement
Priority of Payments and the Third Issuer Pre-Enforcement Priority of Payments
respectively, and in relation to any New Issuer, the Current Issuer
Pre-Enforcement Priority of Payments as defined in the Issuer Master
Definitions Schedule relating to that New Issuer;

"Issuer Pre-Enforcement Revenue Priority of Payments" means, in relation to
the First Issuer, the Second Issuer and the Third Issuer, the First Issuer
Pre-Enforcement Revenue Priority of Payments, the Second Issuer
Pre-Enforcement Revenue Priority of Payments and the Third Issuer
Pre-Enforcement Revenue Priority of Payments respectively, and in relation to
any New Issuer, the Current Issuer Pre-Enforcement Revenue Priority of
Payments as defined in the Issuer Master Definitions Schedule relating to that
New Issuer;

"Issuer Pre-Liquidity Payments" means, in the case of the First Issuer, the
payments set out in items (A) through (G) under the First Issuer
Pre-Enforcement Revenue Priority of Payments (or the relevant payments in the
equivalent items under such other First Issuer Priority of Payments as may
apply on that Payment Date), in the case of the Second Issuer, the payments
set out in items (A) through (G) under the Second Issuer Pre-Enforcement
Revenue Priority of Payments (or the relevant payments in the equivalent items
under such other Second Issuer Priority of Payments as may apply on that
Payment Date) and, in the case of any New Issuer, means the Current Issuer
Pre-Liquidity Payments as defined in the Issuer Master Definitions Schedule
relating to that New Issuer;



                                      30
<PAGE>

"Issuer Pre-Reserve Payments" means, in relation to any Issuer (with the
exception of the First Issuer), the Current Issuer Pre-Reserve Payments as
defined in the Issuer Master Definitions Schedule relating to that New Issuer;

"Issuer Principal Deficiency Ledger" means, in relation to the First Issuer,
the First Issuer Principal Deficiency Ledger and in relation to any New
Issuer, the ledger maintained by the Issuer Cash Manager in the name of such
Issuer which will be established on the relevant Closing Date and will be
sub-divided into sub ledgers corresponding to the classes of Notes issued by
such Issuer in order to record Losses allocated to the Intercompany Loan of
such Issuer which are to be allocated to such Notes, the application of Issuer
Available Principal Receipts of such Issuer in paying interest on the Notes
issued by such Issuer and certain amounts ranking in priority thereto in
accordance with the Issuer Pre-Enforcement Revenue Priority of Payments of
such Issuer and the application by Funding of Issuer Allocable Principal
Receipts of the such Issuer to fund or replenish the Issuer Liquidity Reserve
Fund (if any) of such Issuer;

"Issuer Principal Deficiency Sub Ledger" means, in relation to the First
Issuer, any First Issuer Principal Deficiency Sub Ledger and in relation to
any New Issuer, any of the sub ledgers of the Issuer Principal Deficiency
Ledger of such Issuer relating to any class of Notes issued by such Issuer;

"Issuer Principal Payments" means, in relation to the First Issuer, the
payments set forth in items (A) through (E) under the First Issuer
Pre-Enforcement Principal Priority of Payments (or the relevant payments set
forth in the equivalent items in such other First Issuer Priority of Payments
as may apply on that Payment Date), in relation to the Second Issuer, the
payments set forth in items (A) through (E) under the Second Issuer
Pre-Enforcement Principal Priority of Payments (or the relevant payments set
forth in the equivalent items in such other Second Issuer Priority of Payments
as may apply on that Payment Date) and in relation to any New Issuer, the
Current Issuer Principal Payments as defined in the Issuer Master Definitions
Schedule relating to that New Issuer;

"Issuer Principal Receipts" means, in relation to the First Issuer, the First
Issuer Principal Receipts and in relation to any New Issuer, the principal
amounts repaid by Funding in respect of the Intercompany Loan of such Issuer;

"Issuer Priority of Payments" means, in relation to the First Issuer, the
First Issuer Priority of Payments and in relation to any New Issuer, as
applicable, any of the relevant Issuer Pre-Enforcement Revenue Priority of
Payments, the Issuer Pre-Enforcement Principal Priority of Payments or the
Issuer Post-Enforcement Priority of Payments;

"Issuer Reserve Fund" means, in relation to the First Issuer, the First Issuer
Reserve Fund, in relation to the Second Issuer, the Second Issuer Reserve Fund
and in relation to any New Issuer, the Current Issuer Reserve Fund as defined
in the Issuer Master Definitions Schedule relating to that Issuer, in each
case established in the name of Funding in respect of such Issuer as required
under the terms of the relevant Intercompany Loan of such Issuer on the
relevant Closing Date in an amount equal to the Issuer Reserve Required
Amount;

"Issuer Reserve Fund Ledger" means, in relation to the First Issuer, the First
Issuer Reserve Fund Ledger, in relation to the Second Issuer, the Second
Issuer Reserve Fund Ledger and in relation to any New Issuer, the Current
Issuer Reserve Fund Ledger as defined in the Issuer Master Definitions
Schedule relating to that Issuer, in each case maintained by the Cash Manager
in the name of Funding to record the amount credited to the Issuer Reserve
Fund held by Funding in respect of such Issuer on the relevant Closing Date,
and subsequent withdrawals and deposits in respect of the Issuer Reserve



                                      31
<PAGE>

Fund;

"Issuer Reserve Required Amount" means, in relation to the First Issuer, the
First Issuer Reserve Required Amount, in relation to the Second Issuer, the
Second Issuer Reserve Required Amount and in relation to any New Issuer, the
Current Issuer Reserve Required Amount as defined in the Issuer Master
Definitions Schedule relating to that Issuer in each case required to be
maintained in the Issuer Reserve Fund of such Issuer;

"Issuer Reserve Requirement" means a requirement that will be satisfied in
respect of any Issuer if, after taking account of the application of any
Funding Available Revenue Receipts to the credit of the Issuer Reserve Fund
Ledgers, the amount of funds in the Issuer Reserve Fund of such Issuer is
equal to the relevant Issuer Reserve Required Amount;

"Issuer Secured Creditors" means, in relation to the First Issuer, the Second
Issuer and the Third Issuer, the First Issuer Secured Creditors, the Second
Issuer Secured Creditors and the Third Issuer Secured Creditors respectively
and in relation to any New Issuer, the Current Issuer Secured Creditors as
defined in the Issuer Master Definitions Schedule relating to that New Issuer;

"Issuer Security" means in relation to the First Issuer, the First Issuer
Security and in relation to any New Issuer, the security created by such
Issuer pursuant to the relevant Issuer Deed of Charge in favour of the Note
Trustee for the benefit of the Issuer Secured Creditors;

"Issuer Senior Notes" means:

(a)      in relation to the First Issuer, the Series 1 Class A Notes and the
         Series 2 Class A Notes as defined in the Issuer Master Definitions
         Schedule relating to the First Issuer,

(b)      in relation to the Second Issuer, the Series 1 Class A Notes, the
         Series 2 Class A Notes as defined in the Issuer Master Definitions
         Schedule relating to the Second Issuer, and

(c)      in relation to any other Issuer, the Senior Notes as defined in the
         relevant Issuer Master Definitions Schedule;

"Issuer Special Notes" means:

(a)      in relation to the Second Issuer, the Series 2 Class D Notes as
         defined in the Issuer Master Definitions Schedule relating to the
         First Issuer,

(b)      in relation to any other Issuer (other than the First Issuer), the
         Special Notes as defined in the relevant Issuer Master Definitions
         Schedule;

"Issuer Start-up Loan Agreement" means, in relation to any Issuer, the
agreement entered into on or about the Closing Date in relation to that Issuer
between Funding, the relevant Start-up Loan Provider and the Security Trustee
relating to the provision of the Issuer Start-up Loan to Funding as may be
amended, restated, novated, varied or supplemented from time to time and shall
include any additional and/or replacement start-up loan agreement entered into
by such parties in accordance with the Transaction Documents;

"Issuer Start-up Loan Provider" means Northern Rock, in its capacity as
provider of an Issuer Start-up Loan and/or such other person or persons for
the time being the lender under the relevant Issuer Start-up Loan Agreement;

"Issuer Transaction Accounts" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Transaction Accounts, the
Second Issuer Transaction Accounts and the Third



                                      32
<PAGE>

Issuer Transaction Accounts and in relation to any New Issuer, the Current
Issuer Transaction Accounts as defined in the Issuer Master Definitions
Schedule relating to that Issuer;

"Issuer Transaction Documents" means, in relation to the First Issuer, the
Second Issuer and the Third Issuer, the First Issuer Transaction Documents,
the Second Issuer Transaction Documents and the Third Issuer Transaction
Documents and in relation to any New Issuer, the Current Issuer Transaction
Documents as defined in the Issuer Master Definitions Schedule relating to
that Issuer;

"Jersey Account Bank" means Lloyds TSB Bank plc, Jersey International Branch;

"Jersey Secured Property" means, as the context requires, the Issuer Jersey
Secured Property or the Funding Jersey Secured Property;

"Jersey Security Law" has the meaning given to it in Clause 3.1 (Trust
Property) of the Funding Deed of Charge;

"Lending Criteria" means the lending criteria of the Seller in respect of
Mortgage Loans other than Personal Secured Loans which may be amended from
time to time (forming part of the Seller's Policy) which as at 1 January 2004
is set out in Schedule 12 (Lending Criteria) to the Mortgage Sale Agreement
and/or such other criteria as would be acceptable to a reasonable, prudent
mortgage lender. Lending Criteria for Personal Secured Loans are generally
similar though not as extensive as the Lending Criteria applicable to other
Mortgage Loans;

"LIBOR" means, unless stated otherwise, the London inter-bank offered rate for
deposits in the relevant currency, as determined by the relevant Agent Bank in
respect of the related Notes as specified in the Conditions or otherwise on
the following basis:

(1)      on the applicable Interest Determination Date the Agent Bank will
         determine the offered quotation to leading banks for deposits in the
         relevant currency for a period equal to the relevant period, to be
         determined by reference to the display as quoted on the
         Dow-Jones/Telerate Page No. 3750. If the Telerate Page No. 3750 stops
         providing these quotations, the replacement page for the purposes of
         displaying this information will be used. If the replacement page
         stops displaying the information, another service as determined by
         the relevant Issuer with the approval of the Note Trustee will be
         used. In each of these cases, such determination will be made as at
         or about 11.00 a.m. (London time) on such date;

(2)      if, on any such Interest Determination Date, the screen rate is
         unavailable, the Agent Bank will:

(a)      request the principal London office of each of the Reference Banks to
         provide the Agent Bank with its offered quotation to leading banks
         for deposits in the relevant currency of the equivalent amount, and
         for a time equal to the relevant period, in the London inter-bank
         market as at or about 11.00 a.m. (London time) on such date; and

(b)      calculate the arithmetic mean, rounded upwards to five decimal
         places, of those quotations;

(3)      if on any such Interest Determination Date, the screen rate is
         unavailable and only two or three of the Reference Banks provide
         offered quotations, the relevant rate for the relevant period will be
         the arithmetic mean of the quotations as calculated in (2); and

(4)      if fewer than two Reference Banks provide quotations, the Agent Bank
         will consult with the Note Trustee and the relevant Issuer for the
         purpose of agreeing a total of two banks to provide such quotations
         and the relevant rate for the relevant period will be the arithmetic


                                      33
<PAGE>

         mean of the quotations as calculated in (2). If no such banks agree
         then the relevant rate for the relevant period will be the rate in
         effect for the last preceding such period for which (1) or (2) was
         applicable;

"Life Policy" means each life insurance and/or assurance policy which serves
as collateral security for the repayment of a Mortgage Loan;

"Lloyds  TSB" means Lloyds TSB Bank plc;

"Lloyds TSB Collection Account" means the account in the name of Northern Rock
as Administrator (sort code 30/00/02, account number 0893639) held with Lloyds
TSB Bank plc and maintained subject to the terms of the Collection Bank
Agreement or such additional or replacement account as may for the time being
be in place;

"Loan Repurchase Notice" means the notice served upon the Seller by the
Mortgages Trustee or upon the Mortgages Trustee by the Seller requiring the
repurchase by or re-transfer to (pursuant to Clause 8.4 (Repurchase) of the
Mortgage Sale Agreement) or purchase by or transfer to (pursuant to Clause 8.5
(Purchase of Product Switches, Further Advances and purchases relating to
Personal Secured Loans) of the Mortgage Sale Agreement) the Seller of
specified Mortgage Loans and their Related Security, as set forth in Schedule
7 to the Mortgage Sale Agreement;

"London Business Day" means a day (other than a Saturday or Sunday or public
holiday) on which banks are generally open for business in London;

"London Stock Exchange" means at any time the London Stock Exchange plc or any
other Person which at that time administers and manages the primary market in
the United Kingdom upon which the Notes are formally admitted for public
trading;

"Losses" means the realised losses experienced on the Mortgage Loans which are
in the Mortgages Portfolio;

"Losses Ledger" means the ledger of such name created and maintained by the
Cash Manager in the name of the Mortgages Trustee pursuant to the Cash
Management Agreement to record the Losses on the Mortgage Portfolio;

"LTV ratio" or "loan-to-value ratio" means , in respect of any Mortgage Loan
assigned to the Mortgages Trust, the ratio of the outstanding balance of such
Mortgage Loan to the value of the Mortgaged Property securing such Mortgage
Loan; and in respect of the Seller's decision as to whether to make a mortgage
loan to a prospective borrower and for purposes of determining whether a MIG
Policy is necessary in connection with a mortgage loan, the ratio of the
outstanding balance of such mortgage loan to the lower of the purchase price
or valuation of the mortgages property securing such mortgage loan as
determined by the relevant valuation by the Seller;

"LTV tests" mean two tests which assign a credit enhancement value (i) to each
Mortgage Loan in the Mortgage Portfolio based on its current LTV ratio and the
amount of mortgage indemnity cover on that Mortgage Loan, and (ii) calculated
to include any related unsecured portion of a Mortgage Loan in respect of the
Together product based on its current LTV ratio and the amount of mortgage
indemnity cover on that mortgage loan. The weighted average credit enhancement
value of the Mortgage Portfolio is then determined;

"Mandates" means the resolutions, instructions and signature authorities
relating to any of the Barclays Collection Account, the Lloyds TSB Collection
Account, the Mortgages Trustee Bank




                                      34
<PAGE>

Accounts, the Funding Bank Accounts and the Issuer Transaction Accounts in the
respective forms agreed between the relevant parties from time to time in
accordance with the Collection Bank Agreement, the Bank Account Agreement, the
relevant Funding (Issuer) Bank Account Agreement and the relevant Issuer Bank
Account Agreement, as applicable;

"Master Definitions Schedule" means this Master Definitions Schedule signed
for the purposes of identification by Brown & Wood and Clifford Chance Limited
Liability Partnership on or about the Initial Closing Date, as the same may be
amended, varied or supplemented from time to time, which is a schedule of the
definitions used in the Transaction Documents;

"MHA Documentation" means an affidavit, consent or renunciation granted in
terms of the Matrimonial Homes (Family Protection) (Scotland) Act 1981 in
connection with a Scottish Mortgage or the Mortgaged Property secured thereby;

"MIG Policies" means the MIG insurance policy identified in paragraph 1 of
Schedule 4 (Insurance Contracts) to the Mortgage Sale Agreement and any
endorsements or extensions thereto as issued from time to time and any
additional, replacement or substitute MIG insurance policy which relates to
the Mortgage Loans in the Mortgages Portfolio from time to time;

"Minimum Seller Share" means an amount included in the Initial Seller Share
which is calculated in accordance with Clause 9.2 (Fluctuation of Minimum
Seller Share on each Distribution Date) of the Mortgages Trust Deed and which,
as at the Initial Closing Date is (GBP)50,000,000. The Minimum Seller Share
may be recalculated in accordance with the Mortgages Trust Deed;

"Money Market Notes" means, in respect of any Issuer, the Money Market Notes
as defined in the relevant Issuer Master Definitions Schedule and eligible for
purchase by money market funds under Rule 2a-7 of the US Investment Company
Act of 1940, as amended;

"Monthly Payment" means, in respect of a Mortgage Loan, the amount which the
applicable Mortgage Conditions require a Borrower to pay on a Monthly Payment
Date in respect of such Mortgage Loan;

"Monthly Payment Date" means, in respect of a Mortgage Loan, the date in each
month on which the relevant Borrower is required to make a payment of interest
and, if applicable, principal, in respect of such Mortgage Loan, as required
by the applicable Mortgage Conditions;

"Moody's" means Moody's Investors Services Inc. and includes any successor to
its rating business;

"Mortgage" means (i) in respect of any Mortgage Loan in the Mortgage Portfolio
(other than Personal Secured Loans), the first priority charge by way of legal
mortgage (in relation to English Mortgage Loans) or first ranking standard
security (in relation to Scottish Mortgage Loans), in each case which secures
the repayment of that Mortgage Loan including the Mortgage Conditions
applicable to it; and (ii) in respect of any Personal Secured Loan in the
Mortgage Portfolio, the second priority legal charge over English Properties
or the second ranking standard security over Scottish Properties;

"Mortgage Account" means as the context requires (i) all Mortgage Loans
secured on the same Mortgaged Property and thereby forming a single mortgage
account or (ii) an account maintained by the Administrator in respect of a
particular Mortgage Loan to record all amounts due in respect of that Mortgage
Loan (whether by way of principal, interest or otherwise) and all amounts
received in respect thereof;



                                      35
<PAGE>

"Mortgage Conditions" means, in relation to a Mortgage Loan, the terms and
conditions applicable to that Mortgage Loan and its Related Security as set
out in the relevant Seller's "Mortgage Conditions" booklet and the Seller's
relevant general conditions from time to time as varied by the relevant
Mortgage Loan Agreement and the relevant Mortgage Deed, and any variation or
supplement thereto;

"Mortgage Deed" means, in relation to each Mortgage, the deed creating such
Mortgage including, unless the context otherwise requires, the Mortgage
Conditions applicable thereto;

"Mortgage Loan" means unless specified otherwise any mortgage loan and any
Permitted Replacement Mortgage Loan which is sold and assigned by the Seller
to the Mortgages Trustee from time to time pursuant to the terms of the
Mortgage Sale Agreement and referenced by its mortgage loan identifier number
and comprising the aggregate of all principal sums, interest, costs, charges,
expenses and other monies (including all Further Advances) due or owing with
respect to that Mortgage Loan under the relevant Mortgage Conditions by a
Borrower on the security of a Mortgage from time to time outstanding or, as
the context may require, the Borrower's obligations in respect of the same;

"Mortgage Loan Agreement" means, in relation to any Mortgage Loan, the
agreement, facility letter or accepted offer of advance pursuant to which the
monies secured by the relevant Mortgage were advanced to the Borrower (as
varied from time to time in accordance with the applicable Mortgage Conditions
and including any modifying agreement within the meaning of Section 82 of the
Consumer Credit Act 1974 insofar as it relates to that Mortgage Loan);

"Mortgage Loan Files" means, in relation to each Mortgage Loan, the file or
files (including files kept in microfiche format or similar electronic data
retrieval system) containing correspondence between the Borrower and the
Seller and including the Standard Mortgage Documentation applicable to that
Mortgage Loan, each letter of offer in respect of such Mortgage Loan and other
relevant documents;

"Mortgage Portfolio" means, on any particular date, the combined Initial
Mortgage Portfolio and any New Mortgage Portfolio which has been sold and
assigned to the Mortgages Trustee on such date pursuant to the Mortgage Sale
Agreement, taking account of, among other things, the addition and/or removal
of any Mortgage Loans to or from that portfolio from the relevant Closing Date
but excluding any Mortgage Loan and its Related Security which has been
redeemed in full or repurchased by the Seller pursuant to Clause 8 (Warranties
and Repurchase by the Seller) of the Mortgage Sale Agreement;

"Mortgage Rate" means the rate at which interest accrues on a Mortgage Loan
from time to time;

"Mortgage Sale Agreement" means the mortgage sale agreement entered into on or
about the Initial Closing Date among the Seller, the Mortgages Trustee,
Funding and the Security Trustee in relation to the assignment from time to
time of the Mortgage Portfolio to the Mortgages Trustee as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement mortgage sale agreement entered into by such
parties from time to time in accordance with the Transaction Documents;

"Mortgage Terms" means, in relation to a Mortgage Loan and the relevant
Mortgage, the applicable Mortgage Conditions;

"Mortgaged Property" means, in relation to any Mortgage Loan, the freehold or
leasehold property



                                      36
<PAGE>

in England and Wales or (as applicable) the heritable or long leasehold
property in Scotland and, in each case, all rights and security attached or
appurtenant or related thereto and all buildings and fixtures thereon which
are subject to the Mortgage securing repayment of such Mortgage Loan;

"Mortgagee" means, in relation to any Mortgage Loan, the person for the time
being entitled to exercise the rights of the mortgagee or (in Scotland)
Heritable Creditor under the relevant Mortgage securing repayment of such
Mortgage Loan;

"Mortgages Trust" means the bare trust of the Trust Property as to both
capital and income, held by the Mortgages Trustee on trust absolutely for
Funding (as to the Funding Share) and the Seller (as to the Seller Share)
pursuant to the Mortgages Trust Deed so that each Beneficiary has an undivided
beneficial interest therein;

"Mortgages Trust Deed" means the mortgages trust deed entered into among the
Mortgages Trustee, Funding and the Seller on 26 March 2001 as may be amended,
restated, novated, varied or supplemented from time to time and shall include
any additional and/or replacement mortgage trust deed entered into by such
parties from time to time in accordance with the Transaction Documents;

"Mortgages Trustee" means Granite Finance Trustees Limited, a company
incorporated with limited liability under the laws of Jersey, registered
number 79309;

"Mortgages Trustee Available Revenue Receipts" means on any Distribution Date
an amount equal to the aggregate of (in each case in the period prior to the
end of the immediately preceding Trust Calculation Period):

(a)      Revenue Receipts received by the Mortgages Trustee (which shall
         include, in respect of any Non-Flexible Mortgage Loan only, the
         amount of any Overpayment made by the Borrower in respect of such
         Mortgage Loan as is equal to the amount of any Underpayment of
         interest made by such Borrower in respect of such Mortgage Loan in
         the immediately preceding Trust Calculation Period provided that such
         Underpayment of interest is made prior to 31 December in the year in
         which such Overpayment is received from the Borrower),

(b)      interest payable to the Mortgages Trustee on the Mortgages Trustee
         Bank Accounts, which will be received on or prior to the relevant
         Distribution Date, and

(c)      any Contribution paid by the Seller to the Mortgages Trustee to fund
         any Non-Cash Re-Draw in respect of any Flexible Mortgage Loan,

         less

(d)      Third Party Amounts, and

(e)      amounts distributed on each previous Distribution Date in accordance
         with the Mortgages Trust Distribution of Revenue Receipts

PROVIDED THAT Revenue Receipts in paragraph (a) above shall for this purpose
include such amount of any Overpayment made by a Borrower in respect of a
Non-Flexible Mortgage Loan and standing to the credit of the Overpayments
Ledger as is applied on such date in reduction of any Underpayment of Interest
made by such Borrower in respect of such Mortgage Loan in the immediately
preceding Trust Calculation Period (provided that such Underpayment of
Interest is made prior to 31 December in the year in which such Overpayment is
received from the Borrower) in accordance with Clause 13.1 (Non-Flexible
Mortgage Loans) of the Mortgages Trust Deed;


                                      37
<PAGE>

"Mortgages Trustee Bank Accounts" means the Mortgages Trustee Transaction
Account and the Mortgages Trustee GIC Account;

"Mortgages Trustee Collection Accounts Amounts" means all amounts from time to
time standing to the credit of the Collection Accounts to the extent that such
amounts represent payments into the Collection Accounts of sums derived or
resulting from the Mortgage Loans and their Related Security sold to the
Mortgages Trustee pursuant to the Mortgage Sale Agreement;

"Mortgages Trustee Distribution of Principal Receipts" means the order in
which the Cash Manager will apply the Mortgages Trustee Principal Receipts on
each Distribution Date, as set forth in Clause 11 (Distribution of Principal
Receipts) of the Mortgages Trust Deed;

"Mortgages Trustee Distribution of Revenue Receipts" means the order in which
the Cash Manager will apply the Mortgages Trustee Available Revenue Receipts
on each Distribution Date, as set forth in Clause 10 (Distribution of Revenue
Receipts) of the Mortgages Trust Deed;

"Mortgages Trustee GIC Account Mandate" means the resolutions, instructions
and signature authorities relating to the Mortgages Trustee GIC Account
substantially in the form set out in Schedule 1 to the Bank Account Agreement;

"Mortgages Trustee GIC Account" means the account in the name of the Mortgages
Trustee (sort code 30/16/63, account number 27034016) held at the Account Bank
and maintained subject to the terms of Mortgages Trustee Guaranteed Investment
Contract and the Bank Account Agreement or such additional or replacement bank
account of the Mortgages Trustee as may for the time being be in place with
the prior consent of the Security Trustee which is subject to a Guaranteed
Investment Contract;

"Mortgages Trustee GIC Provider" means Lloyds TSB Bank plc, Jersey
International Branch, 25 New Street, St. Helier, Jersey JE4 8ZE, Channel
Islands or such other person or persons as are for the time being the GIC
provider to Funding under the Funding Guaranteed Investment Contract and any
Funding (Issuer) Guaranteed Investment Contract;

"Mortgages Trustee Guaranteed Investment Contract" means the guaranteed
investment contract dated on or about the Initial Closing Date between the
Mortgages Trustee, the Mortgages Trustee GIC Provider, the Security Trustee
and the Cash Manager under which the Mortgages Trustee GIC Provider agrees to
pay the Mortgages Trustee a guaranteed rate of interest on the balance of the
Mortgages Trustee GIC Account from time to time as may be amended, restated,
novated, varied or supplemented from time to time and shall include any
additional and/or replacement guaranteed investment contract entered into by
such parties from time to time in accordance with the Transaction Documents;;

"Mortgages Trustee Ledgers" means all of the ledgers as are required to be
maintained pursuant to Clause 15 (Ledgers) of the Mortgages Trust Deed;

"Mortgages Trustee Principal Priority of Payments" means the order in which
the Cash Manager will apply the Mortgages Trustee Principal Receipts on each
Distribution Date, as set forth in Clause 11 (Distribution of Principal
Receipts) of the Mortgages Trust Deed;

"Mortgages Trustee Principal Receipts" means, on any Distribution Date, any
Mortgages Trustee Retained Principal Receipts plus the Principal Receipts
received by the Mortgages Trustee in the immediately preceding Trust
Calculation Period which may be distributed, subject to Clause 13
(Overpayments) of the Mortgages Trust Deed, in accordance with Clause 11 of
the Mortgages Trust



                                      38
<PAGE>

Deed;

"Mortgages Trustee Priority of Payments" means, as applicable, the Mortgages
Trustee Revenue Priority of Payments or the Mortgages Trustee Principal
Priority of Payments;

"Mortgages Trustee Retained Principal Receipts" means on a Seller Share Event
Distribution Date, the Mortgages Trustee Principal Receipts which are not
distributed to the Seller by the Cash Manager and which are instead deposited
into the Mortgages Trustee GIC Account;

"Mortgages Trustee Revenue Priority of Payments" means the order in which the
Cash Manager will apply the Mortgages Trustee Available Revenue Receipts on
each Distribution Date, as set forth in Clause 10 (Distribution of Revenue
Receipts) of the Mortgages Trust Deed;

"Mortgages Trustee Transaction Account" means the account in the name of the
Mortgages Trustee (sort code 30/16/63, account number 27033010) held at the
Account Bank and maintained subject to the terms of the Bank Account
Agreement, or such additional or replacement bank account of the Mortgages
Trustee as may for the time being be in place;

"Mortgages Trustee Transaction Account Mandate" means the resolutions,
instructions and signature authorities relating to the Mortgages Trustee
Transaction Account substantially in the form set out in Schedule 1 to the
Bank Account Agreement;

"New Closing Date" means the date of any issue of New Notes by a New Issuer;

"New Funding Secured Creditor" means any person identified as such in any Deed
of Accession executed pursuant to the Funding Deed of Charge by such person
and the other parties thereto;

"New Intercompany Loan" means a loan of the net proceeds of any issue of New
Notes, such loan being advanced to Funding by a New Issuer pursuant to the
terms of a New Intercompany Loan Agreement;

"New Intercompany Loan Agreement" means a new intercompany loan agreement
entered into between Funding and a New Issuer in relation to a New
Intercompany Loan;

"New Issuer" means a new wholly-owned subsidiary of Funding, which is
established to issue New Notes and to make a New Intercompany Loan to Funding;

"New Mortgage Loans" means Mortgage Loans, other than the Initial Mortgage
Loans, which the Seller may sell and assign, from time to time, to the
Mortgages Trustee after the Initial Closing Date pursuant to the Mortgage Sale
Agreement;

"New Mortgage Portfolio" means any portfolio of Mortgage Loans and their
Related Security which are sold and assigned to the Mortgages Trustee on or
about the relevant Assignment Date, particulars of which are set out in the
Schedule to each New Mortgage Portfolio Notice delivered pursuant to the
Mortgage Sale Agreement but excluding any such Mortgage Loan and its Related
Security which has been redeemed in full on or before the relevant Assignment
Date, and (subject where applicable to the subsisting rights of redemption of
the Borrowers) all right, title, interest and benefit of the Seller in and to:

(a)      all sums of principal, interest (including, for the avoidance of
         doubt, all Accrued Interest, Arrears of Interest and Capitalised
         Arrears) and any other sum due or to become due under or in respect
         of such Mortgage Loans and their Related Security on or after such
         Closing Date and all sums of interest and other sums payable (but not
         paid before such Closing Date) in




                                      39
<PAGE>

         respect of any period before such Closing Date and including, without
         limitation, the right to demand, sue for, recover and give receipts
         for all such principal, interest or other amounts, the right to sue
         on all covenants and undertakings made or expressed to be made in
         favour of the Seller under the applicable Mortgage and all sums due
         or to become due in respect of any Early Repayment Charge;

(b)      the benefit of all securities for such principal, interest and other
         sums payable (including without limitation any interest of the Seller
         in any Life Policy), the benefit of all Deeds of Consent, MHA
         Documentation and Deeds of Postponement, any Guarantee in respect of
         such Mortgage Loan or any other collateral security for the repayment
         of the relevant Mortgage Loans secured by the Mortgages;

(c)      the right to exercise all the powers of the Seller in relation
         thereto subject to and in accordance with the relevant Mortgage
         Conditions;

(d)      all the estate and interest in the Mortgaged Properties in relation
         thereto vested in the Seller;

(e)      to the extent they are assignable, each Certificate of Title and
         Valuation Report and any right of action of the Seller against any
         solicitor, valuer or other person in connection with any report,
         valuation, opinion, certificate or other statement of fact or opinion
         given in connection with any Mortgage Loan and its Related Security
         in that portfolio of Mortgage Loans, or any part thereof or affecting
         the decision of the Seller to make or offer to make the relevant
         Mortgage Loan or part thereof;

(f)      the Buildings Policies and Insurance Contracts, in each case so far
         as they relate to such Mortgage Loans comprised in that portfolio of
         Mortgage Loans and their Related Security, including the right to
         receive the proceeds of all claims made or to be made by or on behalf
         of the Seller or to which the Seller is or may become entitled;

(g)      the MIG Policies, so far as they relate to such Mortgage Loans
         comprised in that portfolio of Mortgage Loans and their Related
         Security, including the right to receive of all claims made or to be
         made by or on behalf of the Seller or to which the Seller is or may
         become entitled;

"New Notes" means the notes issued and/or to be issued by the New Issuers to
investors;

"New Start-Up Loan" means a start-up loan made by a New Start-Up Loan Provider
to Funding under a New Start-Up Loan Agreement;

"New Start-Up Loan Agreement" means any new start-up loan agreement entered
into from time to time between Funding and a New Start-Up Loan Provider
pursuant to which a New Start-Up Loan is advanced to Funding;

"New Start-Up Loan Provider" means the lender under any New Start-Up Loan
Agreement;

"New Trust Property" means, as the context requires, each New Mortgage
Portfolio from time to time sold and assigned by the Seller to the Mortgages
Trustee or as of any Closing Date the New Mortgage Portfolio sold and assigned
to the Mortgages Trustee on such date or as of any Distribution Date, any and
all New Mortgage Portfolios assigned by the Seller to the Mortgages Trustee
during the immediately preceding Trust Calculation Period;

"New York Business Day" means a day (other than a Saturday or a Sunday or
public holiday) on which banks are generally open in the city of New York;




                                      40
<PAGE>

"Non-Asset Trigger Event" means the occurrence of any of the following events:

(a)      an Insolvency Event occurs in relation to the Seller;

(b)      the role of the Seller as Administrator under the Administration
         Agreement is terminated and a new Administrator is not appointed
         within 60 days; or

(c)      on the Distribution Date immediately succeeding a Seller Share Event
         Distribution Date, the Current Seller Share is equal to or less than
         the Minimum Seller Share (determined using the amounts of the Current
         Seller Share and Minimum Seller Share that would exist after making
         distributions of Mortgages Trustee Principal Receipts due on that
         Distribution Date on the basis that the Cash Manager assumes that
         those Mortgages Trustee Principal Receipts are distributed in the
         manner described under the Mortgages Trustee Principal Priority of
         Payments set forth in Clause 11.1 of the Mortgages Trust Deed;

"Non-Cash Re-Draw" means an Authorised Underpayment or a Payment Holiday under
a Flexible Mortgage Loan included in the Mortgages Trust, which will result in
the Seller being required to pay to the Mortgages Trustee an amount equal to
the Unpaid Interest associated with that Authorised Underpayment or Payment
Holiday;

"Non-Cash Re-Draws Sub Ledger" means the sub-ledger of the Re-Draws Ledger,
which will be established by the Cash Manager on the Initial Closing Date in
order to record any Non-Cash Re-Draws made with respect to Flexible Mortgage
Loans;

"Non-Flexible Mortgage Loan" means a Mortgage Loan other than a Flexible
Mortgage Loan;

"Non-Flexible Overpayments Sub Ledger" means the sub-ledger of the
Overpayments Ledger corresponding to Non-Flexible Mortgage Loans, which will
be established by the Cash Manager on the Initial Closing Date in order to
record any Overpayments made with respect to Non-Flexible Mortgage Loans;

"Non-Flexible Underpayments Ledger" means the ledger maintained by the Cash
Manager in the name of the Mortgages Trustee pursuant to the Cash Management
Agreement to record any Underpayments made with respect to Non-Flexible
Mortgage Loans in the Mortgages Trust from time to time;

"Northern Rock Collection Accounts Amounts" means all amounts from time to
time standing to the credit of the Collection Accounts to the extent that such
amounts represent payments into the Collection Accounts of sums derived or
resulting from mortgage loans originated by Northern Rock which have not been
sold to the Mortgages Trustee pursuant to the Mortgage Sale Agreement;

"Northern Rock" means Northern Rock plc (registered number 3273685), a public
limited company incorporated under the laws of England and Wales, whose
registered office is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3
4PL;

"Note Determination Date" means, in relation to the First Issuer, the First
Issuer Note Determination Date and in relation to any New Notes, the
Distribution Date immediately preceding the Payment Date;

"Note Enforcement Notice" means, in relation to the First Issuer, the First
Issuer Note Enforcement Notice and in relation to any New Issuer, a notice
issued by the Note Trustee to such Issuer and the Security Trustee declaring
the Notes issued by such Issuer or any class of such Notes to be due and



                                      41
<PAGE>

repayable pursuant to Conditions of such New Notes;

"Note Event of Default" means, in relation to the First Issuer, a First Issuer
Note Event of Default and in relation to any New Issuer, the occurrence of an
event of default by the relevant Issuer as specified in the relevant
Conditions of the Notes issued by such New Issuer;

"Noteholders" means, in relation to the First Issuer Notes, the Class A
Noteholders, the Class B Noteholders and the Class C Noteholders or any of
them and, in relation to any New Notes, the holders for the time being of such
New Notes;

"Note Principal Payment" means the principal amount redeemable from time to
time on each Note in accordance with the Conditions;

"Notes" means in relation to the First Issuer, the First Issuer Notes and, in
relation to any New Issuer, the New Notes issued by such New Issuer;

"Note Trustee" means The Bank of New York, or such person or persons for the
time being acting as note trustee or trustees under the Trust Deeds relating
to the Notes;

"Offer Conditions" means the terms and conditions applicable to a specified
Mortgage Loan as set out in the relevant offer letter to the Borrower;

"Official List" means the Official List maintained by the UK Listing
Authority;

"Operating Agreements" means the Administration Agreement, the Mortgage Sale
Agreement, the Seller's Power of Attorney and the Mortgages Trust Deed;

"Option Exercise Date" means the date on which the Post-Enforcement Call
Option Holder exercises its option to acquire all of the Notes outstanding as
at such date, together with accrued interest thereon;

"Outstanding Principal Balance" means:

(a)      in relation to any Note and as of any date, means the unpaid
         principal balance of that Note at such date; and

(b)      in relation to any Intercompany Loan and as of any date, means the
         unpaid principal balance of that Intercompany Loan at such date;

"Overpayment" means in respect of any Mortgage Loan, any additional amounts of
Principal Receipts received in a month above the regular, scheduled Monthly
Payment, paid by the relevant Borrower which (a) is permitted by the terms of
such Mortgage Loan or by agreement with the Borrower and (b) reduces the
Current Balance of such Mortgage Loan;

"Overpayments Ledger" means the ledger of such name maintained by the Cash
Manager in the name of the Mortgages Trustee pursuant to the Cash Management
Agreement to record Overpayments on Mortgage Loans in the Mortgages Trust from
time to time which ledger will be sub-divided into two sub ledgers: (i) the
Non-Flexible Overpayments Sub Ledger corresponding to Overpayments made on
Non-Flexible Mortgage Loans, and (ii) the Flexible Overpayments Sub Ledger
corresponding to Overpayments made on Flexible Mortgage Loans;

"Paying Agent and Agent Bank Agreement" means, in relation to the First
Issuer, the First Issuer Paying Agent and Agent Bank Agreement and, in
relation to any New Issuer, has the meaning specified under the relevant
Issuer Transaction Documents;



                                      42
<PAGE>

"Paying Agents" means in relation to the First Issuer, the Principal Paying
Agent and the US Paying Agent initially appointed as paying agents pursuant to
the First Issuer Paying and Agent Bank Agreement and, in relation to any New
Issuer, the Principal Paying Agent and US Paying Agent appointed pursuant to
the Paying Agent and Agent Bank Agreement relating to that New Issuer or, if
applicable, any successor paying agents;

"Payment Date" means (i) in relation to any Group 1 Issuer, the twentieth day
of July, October, January and April in each year or, if such day is not a
Business Day, the next succeeding Business Day, and (ii) in relation to any
Group 2 Issuer, the twentieth day of March, June, September and December or,
if such day is not a Business Day, the next Succeeding Business Day;

"Payment Holiday" means, in respect of any Flexible Mortgage Loan, a period of
one or more Monthly Payment Dates when the relevant Borrower under such
Mortgage Loan is permitted by the Seller in accordance with the relevant
Mortgage Conditions not to make its regular Monthly Payment;

"Perfection" means the perfection of the assignment and assignation of the
Mortgage Portfolio pursuant to and in accordance with Clause 6 (Perfection of
the Assignment) of the Mortgage Sale Agreement;

"Perfection Date" means the date of any Perfection;

"Perfection Event" means any of the events specified in Clause 6.1 (Perfection
Events) of the Mortgage Sale Agreement;

"Permitted Product Switch" means any variation in the financial terms and
conditions of a Mortgage Loan in which a Borrower exchanges its then-current
Mortgage Loan product for a different mortgage loan product offered by the
Seller or (in limited circumstances) the Administrator from time to time,
provided that such new mortgage loan for which the prior Mortgage Loan is to
be exchanged is a Permitted Replacement Mortgage Loan, and further provided
that no such product switch shall be permitted unless at the date of such
product switch each of the conditions set out in Clause 4.2 (Conditions to
Effecting an Assignment of New Mortgage Loans) of the Mortgage Sale Agreement
is satisfied (save to the extent that conditions (a), (c), (k), (n) and (o) of
such Clause must only be satisfied on the most recent Assignment Date for the
assignment of New Mortgage Loans to the Mortgages Trust);

"Permitted Replacement Mortgage Loan" means a mortgage loan (i) that is
subject to a variable rate of interest, (ii) that has a Maturity Date prior to
January 2039, and (iii) upon which the related Borrower has made at least one
Monthly Payment;

"Person" means a reference to any person, individual, corporation, limited
liability company, partnership, joint venture, association, joint-stock
company, trust, unincorporated organisation, governmental entity or other
entity of similar nature (whether or not having separate legal personality);

"Personal Secured Loan" means a Mortgage Loan for unrestricted purposes
offered to a Borrower who has an existing Mortgage Loan (other than a Personal
Secured Loan) with the Seller, which is secured on the same Mortgaged Property
which secures the Borrower's existing Mortgage Loan. Certain Personal Secured
Loans permit the Borrower to make Further Draws up to the fixed amount of
credit extended under the related Mortgage Conditions at the inception of the
Personal Secured Loan;

"Post-Enforcement Call Option Agreement" means the post-enforcement call
option agreement




                                      43
<PAGE>

entered into on or about a Closing Date between the relevant Issuer, the
relevant Post-Enforcement Call Option Holder, the Note Trustee and the Note
Depository;

"Post-Enforcement Call Option Holder" means, in respect to the First Issuer,
GPCH Limited, a company incorporated with limited liability under the laws of
England and Wales, registered number 4128437, or such other person or persons
for the time being acting as post-enforcement call option holder under the
relevant Post-Enforcement Call Option Agreement, and, in relation to any New
Issuer, has the meaning specified under the relevant Issuer Master Definitions
Schedule;

"Potential Intercompany Loan Event of Default" means the occurrence of any
event which with the giving of notice, any relevant certificate, the lapse of
time or fulfilment of any other condition (or any combination of the
foregoing) would become an Intercompany Loan Event of Default;

"Potential Note Event of Default" means any condition, event or act which with
the lapse of time and/or the giving of any notice and/or determination of
materiality and/or fulfilment of any similar condition would constitute a Note
Event of Default;

"Previous Intercompany Loan" means a loan made by any Previous Issuer to
Funding on the Closing Date relating to such Previous Issuer under the
relevant Previous Intercompany Loan Agreement;

"Previous Intercompany Loan Agreement" means an intercompany loan agreement
entered into on the relevant Closing Date between, among others, Funding and a
Previous Issuer;

"Previous Issuer" means a wholly-owned subsidiary of Funding, which was
established to issue Previous Issuer Notes and to make a Previous Issuer
Intercompany Loan to Funding;

"Previous Issuer Notes" means the notes issued by any Previous Issuer;

"Previous Start-up Loan" means the start-up loan that any Previous Start-up
Loan Provider made available to Funding on the Closing Date relating to such
Previous Issuer pursuant to the relevant Previous Start-up Loan Agreement;

"Previous Start-up Loan Agreement" means a start-up loan agreement entered
into on the relevant Closing Date as amended from time to time between
Funding, the Previous Start-up Loan Provider and the Security Trustee;

"Previous Start-up Loan Provider" means Northern Rock in its capacity as
start-up loan provider under the relevant Previous Start-up Loan Agreement;

"Principal Deficiency Ledger" means, in relation to any Issuer, the ledger of
such name maintained by the Issuer Cash Manager pursuant to the Issuer Cash
Management Agreement, comprising such sub-ledgers as relate to the classes of
Notes of differing ratings issued by such Issuer as contemplated in the
relevant Issuer Cash Management Agreement;

"Principal Distribution" means, in relation to the Mortgages Trust, any
distribution by the Mortgages Trustee to any Beneficiary pursuant to Clause 11
(Distribution of Principal Receipts) or Clause 6.3 (Special Distribution) of
the Mortgages Trust Deed;

"Principal Directions" means, with respect to the Security Trustee, the
directions of the Note Trustee(s) for the Holders of the highest ranking class
of Notes outstanding (meaning the Class A Notes for so long as there are Class
A Notes outstanding and thereafter, the Class B Notes so long as there are no
Class A Notes outstanding and thereafter, the Class C Notes so long as there
are neither



                                      44
<PAGE>

Class A Notes nor Class B Notes outstanding and thereafter, the Class D Notes
for so long as there are no Class A Notes, Class B Notes nor Class C Notes
outstanding;

"Principal Ledger" means the ledger maintained by the Cash Manager in the name
of the Mortgages Trustee pursuant to the Cash Management Agreement to record
any Mortgages Trustee Retained Principal Receipts plus the Principal Receipts
on the Mortgage Loans and distributions of such Principal Receipts to the
Seller and Funding on each Distribution Date;

"Principal Receipts" means, in relation to the Mortgages Trustee, any payment
in respect of principal received in respect of any Mortgage Loan, whether as
all or part of a Monthly Payment in respect of such Mortgage Loan, on
redemption (including partial redemption) of such Mortgage Loan, on
enforcement or on the disposal of such Mortgage Loan or otherwise (including
payments pursuant to any Insurance Policy)(and which may include the amount of
any Overpayment in respect of any Non-Flexible Mortgage Loan, but only to the
extent permitted by Clause 13.1 (Non-Flexible Mortgage Loans) of the Mortgages
Trust Deed, and which also may include the amount of any Further Contribution
made by Funding from time to time) and in relation to any distributions of
Principal Receipts which have been or are to be made on a Distribution Date,
Principal Receipts shall mean Mortgages Trustee Principal Receipts;

"Proceedings" means any suit, action or proceedings arising out of or in
connection with any of the Transaction Documents;

"Product Switch" means a variation to the financial terms and conditions of
any Mortgage Loan but excluding:

(a)      any variation in the financial terms and conditions of a Mortgage
         Loan involving a Permitted Product Switch;

(b)      variation agreed with a Borrower to control or manage arrears on a
         Mortgage Loan;

(c)      variation in the maturity date of a Mortgage Loan unless, while the
         First Issuer Intercompany Loan is outstanding, it is extended beyond
         January 2039;

(d)      variation imposed by statute;

(e)      variation of the rate of interest payable in respect of Mortgage Loan
         where that rate is offered to the Borrowers of more than 10 per cent.
         by Current Balance of Mortgage Loans comprised in the Trust Property
         in any Interest Period;

(f)      a change between interest-only and repayment Mortgage Loans;

(g)      a transfer of equity; and/or

(h)      a release of a party to a Mortgage Loan or a release of part of the
         land subject to the Mortgage;

"Properties in Possession Policy" means the properties in possession insurance
policy identified in paragraph 2(e) of Schedule 4 (Insurance Contracts) to the
Mortgage Sale Agreement and any endorsements or extensions thereto as issued
from time to time and any additional, replacement or substitute properties in
possession insurance policy which relates to Mortgage Loans in the Mortgages
Trust from time to time;

"PS/FA/PSL Event" means the occurrence of either (i) confirmation from
Northern Rock that it will purchase the relevant Mortgage Loans which are
subject to any Further Advances or Product Switches



                                      45
<PAGE>

(other than Re-Fixed Mortgage Loans) in accordance with Clause 8.5 (Purchase
of Product Switches and Further Advances and purchases related to Personal
Secured Loans) under the Mortgage Sale Agreement, (ii) any Mortgage Loan
becoming a Re-Fixed Mortgage Loan, or (iii) Northern Rock making a Personal
Secured Loan to the Borrower of a Mortgage Loan;

"Purchase Price" means:

(a)      in respect of the Initial Mortgage Portfolio, the amount payable
         therefor by the Mortgages Trustee pursuant to Clause 3.2 (Purchase
         Price) of the Mortgage Sale Agreement; and

(b)      in respect of each New Mortgage Portfolio, the amount payable
         therefor by the Mortgages Trustee pursuant to Clause 4.5 (Purchase
         Price) of the Mortgage Sale Agreement;

"Rating Agencies" means S&P, Moody's and Fitch, and "Rating Agency" means any
of them;

"Receiver" means, in relation to the Funding Deed of Charge, any person or
persons appointed (and any additional person or persons appointed or
substituted) as an administrative receiver, receiver, manager, or receiver and
manager of the Funding Charged Property by the Security Trustee pursuant the
Funding Deed of Charge and in relation to any Issuer Deed of Charge, any
person or persons appointed (and any additional person or persons appointed or
substituted) pursuant thereto by the Note Trustee as an administrative
receiver, receiver, manager, or receiver and manager of the property charged
or secured under such Issuer Deed of Charge;

"Re-Draw" means either a Cash Re-Draw or a Non-Cash Re-Draw;

"Re-Draws Ledger" means the ledger maintained by the Cash Manager in the name
of the Mortgages Trustee pursuant to the Cash Management Agreement to record
Re-Draws on Flexible Mortgage Loans in the Mortgages Trust from time to time
which ledger shall be sub-divided into two sub ledgers: (i) the Non-Cash
Re-Draws Sub Ledger corresponding to Non-Cash Re-Draws and (ii) the Cash
Re-Draws Sub Ledger corresponding to Cash Re-Draws;

"Re-Fixed Mortgage Loan" means, as at any given date, a Mortgage Loan which on
or before such date had been a Fixed Rate Mortgage Loan in respect of which
the fixed period by reference to which the relevant fixed interest was charged
had come to an end, but as at or before that such date, the interest charged
under such Mortgage Loan was again fixed for a further fixed period by the
Seller or the Administrator as the case may be (following an election by the
Borrower) in accordance with the original terms of the Fixed Rate Mortgage
Loan;

"Registered Land" means land in England or Wales, title to which is registered
at H.M. Land Registry;

"Registered Transfer" means, in relation to Registered Land, a deed of
transfer of a Mortgage or Mortgages over registered land in the form referred
to in paragraph (a) of Clause 6.3 (Transfer Documents) of the Mortgage Sale
Agreement with such modifications as may be permitted from time to time in
accordance with such Clause;

"Registers of Scotland" means the Land Register of Scotland and/or the General
Register of Sasines;

"Reg S" means Regulation S under the United States Securities Act of 1933, as
amended;

"Reg S Global Note Certificates" or "Regulation S Global Note Certificates"
means the Global Note Certificates in registered form representing the Reg S
Notes;

"Reg S Individual Note Certificates" or "Regulation S Individual Note
Certificates" means the


                                      46
<PAGE>

Individual Note Certificates in registered form representing the Reg S Notes;

"Reg S Notes" means generally all Notes which are issued pursuant to Reg S and
in relation to an Issuer means the Notes issued or to be issued by that Issuer
pursuant to Reg S;

"Regulations" means as the context may require either (i) the Unfair Terms in
Consumer Contracts Regulations 1999 and/or, as applicable, the Unfair Terms in
Consumer Contracts Regulations 1994 or (ii) the Regulations set out in
Schedule 2 to the First Issuer Paying Agent and Agent Bank Agreement;

"Related Security" means, in relation to a Mortgage Loan, the security for the
repayment of such Mortgage Loan including the relevant Mortgage and all other
documents, matters and things related thereto acquired and referred to as part
of the Initial Mortgage Portfolio or, as the case may be, the New Mortgage
Portfolio, sold to the Mortgages Trustee pursuant to the Mortgage Sale
Agreement and which constitute all or part of the security for the payment of
all sums due in respect of such Mortgage Loan, including for the avoidance of
doubt, guarantees, MIG Policies and assignments and charges over Life
Policies;

"Relevant Distribution" has the meaning given to it in Clause 4.2
(Consideration) of the Mortgages Trust Deed;

"Repayment Mortgage Loan" means a Mortgage Loan in respect of which the
Borrower is under an obligation to the mortgagee to make monthly payments of
principal so that the whole principal (in addition to interest) is repaid by
the stated maturity date for that Mortgage Loan;

"Representations and Warranties" means the representations and warranties set
out in Schedule 1 (Representations and Warranties) to the Mortgage Sale
Agreement;

"Revenue Ledger" means the ledger maintained by the Cash Manager in the name
of the Mortgages Trustee pursuant to the Cash Management Agreement to record
Revenue Receipts received by the Mortgages Trustee and the payment of the same
on each Distribution Date in accordance with the terms of the Mortgages Trust
Deed;

"Revenue Receipts" means, in relation to the Mortgages Trustee, any payment
received in respect of any Mortgage Loan, whether as all or part of a Monthly
Payment in respect of such Mortgage Loan, on redemption (including partial
redemption) of such Mortgage Loan, on enforcement of such Mortgage Loan
(including the proceeds of sale thereof), on the disposal of such Mortgage
Loan or otherwise (including payments pursuant to any Insurance Policy) which
in any such case is not a Principal Receipt in respect of such Mortgage Loan;

"Right to Buy Mortgage Loan" means (i) in relation to an English Mortgage
Loan, a Mortgage Loan in respect of which the "right to buy" provisions of the
Housing Act 1985 apply (other than any Mortgage Loan in respect of which the
period during which the statutory charge referred to in section 156 of that
Act would have existed, had the relevant circumstances applied, has expired)
and (ii) in relation to a Scottish Mortgage Loan, a Mortgage Loan in respect
of which the "right to buy" provisions of the Housing (Scotland) Act 1987
apply (other than any Mortgage Loan in respect of the period during which the
seller's standard security referred to in section 72 of that Act remains in
effect has expired);

"Scottish Mortgage" means, in respect of any Mortgage Loan in the Mortgage
Portfolio, a Mortgage secured over a Scottish Property;

"Scottish Mortgage Loan" means each Mortgage Loan secured by a Scottish
Mortgage;


                                      47
<PAGE>

"Scottish Property" means a Mortgaged Property situated in Scotland;

"Scottish Transfer" means an assignation of a Scottish Mortgage or Mortgages
in the relevant form referred to in paragraphs (c) and (d) of Clause 6.3
(Transfer Documents) of the Mortgage Sale Agreement with such modifications as
may be permitted from time to time in accordance with such Clause;

"Scottish Trust" means, collectively, the trusts declared and created in terms
of each Scottish Trust Deed;

"Scottish Trust Deed" means a declaration of trust substantially in the form
set out in Schedule 11 to the Mortgage Sale Agreement declared by the Seller
in favour of the Mortgages Trustee over its whole right, title, benefit and
interest in and to the Scottish Trust Property specified therein;

"Scottish Trust Property" has the meaning given to it in each Scottish Trust
Deed and means, collectively, the whole trust property forming the subjects of
each such Scottish Trust Deed;

"S&P" and "Standard & Poor's" means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc., and includes any successor to its
rating business;

"SEC" means the United States Securities and Exchange Commission;

"Second Issuer" means Granite Mortgages 01-2 plc;

"Second Issuer Liquidity Required Amount" means an amount as of any Payment
Date equal to the excess, if any, of 3% of the aggregate outstanding balance
of the Notes on that Payment Date over amounts standing to the credit of the
Issuer Reserve Fund on that Payment Date;

"Second Priority Funding Deed of Charge" means the deed of charge entered into
on or about 28 January 2004 between Funding and the Security Trustee as may be
amended, restated, novated, varied or supplemented from time to time;

"Securities Act" means the United States Securities Act of 1933, as amended;

"Security Documents" means the any Issuer Deed of Charge, the Funding Deed of
Charge, and each Deed of Accession entered into pursuant to the Funding Deed
of Charge, the Second Priority Funding Deed of Charge and any other security
document entered into pursuant to any of the foregoing;

"Security Interest" or "Encumbrance" means any mortgage or sub mortgage,
standard security, charge or sub charge (whether legal or equitable),
encumbrance, pledge, lien, hypothecation, assignment or assignation by way of
security or other security interest or title retention arrangement and any
agreement, trust or arrangement having substantially the same economic or
financial effect as any of the foregoing (other than a lien arising in the
ordinary course of business or by operation of law);

"Security Power of Attorney for Funding" means the power of attorney granted
by Funding in favour of the Security Trustee on the Initial Closing Date
pursuant to the Funding Deed of Charge;

"Security Trustee" means, The Bank of New York, whose principal office is at
48th Floor, One Canada Square, London E14 5AL, or such other persons and all
other persons for the time being acting as the security trustee or security
trustees pursuant to the Funding Deed of Charge;

"Seller" means Northern Rock plc;

"Seller Share Event" means the event which will occur if, on a Distribution
Date, (i) the result of the



                                      48
<PAGE>

calculation of the Current Seller Share for such Distribution Date would be
equal to or less than the Minimum Seller Share for such Distribution Date
(determined using the amounts of the Current Seller Share and Minimum Seller
Share that would exist after making the distributions of Mortgages Trustee
Principal Receipts due in that Distribution Date on the basis that the Cash
Manager assumes that those Mortgages Trustee Principal Receipts are
distributed in the manner described under the Mortgages Trustee Principal
Priority of Payments set forth in Clause 11.1 of the Mortgages Trust Deed, and
(ii) a Seller Share Event has not occurred on the immediately preceding
Distribution Date;

"Seller Share Distribution Date" means a Distribution date on which a Seller
Share Event occurs;

"Seller Share" means, prior to the first Distribution Date, the Initial Seller
Share and thereafter, shall mean the Current Seller Share;

"Seller Share Ledger" means a ledger which shall record the Seller Share of
the Trust Property and the Seller Share Percentage;

"Seller Share Percentage" means, prior to the first Distribution Date, the
Initial Seller Share Percentage and thereafter shall mean the Current Seller
Share Percentage;

"Seller's Policy" means the originating, lending and underwriting,
administration, arrears and enforcement policies and procedures which are
applied from time to time by the Seller to mortgage loans and the security for
their repayment which are beneficially owned solely by the Seller and which
may be amended by the Seller from time to time;

"Seller's Power of Attorney" means the power of attorney granted by the Seller
in favour of Funding, the Mortgages Trustee and the Security Trustee on the
Initial Closing Date, substantially in the form set out in Schedule 10 (Power
of Attorney in favour of the Mortgages Trustee, Funding and the Security
Trustee) to the Mortgage Sale Agreement;

"Series" in relation to any Notes issued by any Issuer has the meaning given
to it in the relevant Issuer Master Definitions Schedule;

"Services" has the meaning set out in Clause 3.1 (General) of the
Administration Agreement;

"Share Trust Deed" means the share trust deed dated 23 January 2001 between
the Share Trustee and Holdings as has been and may be amended, restated,
novated, varied or supplemented from time to time;

"Share Trustee" means The Law Debenture Intermediary Corporation P.L.C. as
share trustee under the Share Trust Deed;

"Shortfall" or "Interest Rate Shortfall" means, as of any Payment Date and in
respect of Funding, a deficiency of Funding Available Revenue Receipts over
the amounts due by Funding under the Funding Pre-Enforcement Revenue Priority
of Payments on such Payment Date, and, as of any Payment Date and in respect
of any Issuer, the deficiency of Issuer Allocable Revenue Receipts over the
amounts due by such Issuer under the relevant Issuer Pre-Enforcement Revenue
Priority of Payments, as the context requires;

"Special Distribution" has the meaning given to it in Clause 6.3 (Special
Distribution) of the Mortgages Trust Deed;

"Special Repayment Notes" means, in relation to the Second Issuer, the
(GBP)10,000,000 Series 2 Class D Floating Rate Notes issued by the Second
Issuer and, in relation to any other Issuer, means any



                                      49
<PAGE>

Series and/or class of Notes issued by such Issuer that are either:

(a)      interest only Notes; or

(b)      Notes, the Outstanding Principal Balance of which is to be repaid
         solely from the Issuer Available Revenue Receipts,

and that are designated as Special Repayment Notes in the Issuer Master
Definitions Schedule relating to such Issuer;

"Specified Date" means the date on which the United Kingdom participates in
the third stage of European economic and monetary union pursuant to the Treaty
establishing the European Community or otherwise participates in European
economic and monetary union in a manner with an effect similar to such third
stage;

"Standard Documentation" or "Standard Mortgage Documentation" means:

(a)      in relation to the First Issuer the standard documentation referred
         to in Schedule 12 (Standard Documentation) to the Mortgage Sale
         Agreement as at 26 March 2001,

(b)      in relation to the Second Issuer, the standard documentation referred
         to in Schedule 12 (Standard Documentation) to the Mortgage Sale
         Agreement as at 28 September 2001, and

(c)      in relation to any other Issuer, the standard documentation referred
         to in Schedule 1 (Standard Documentation) to the relevant Issuer
         Master Definitions Schedule

or, in each case, any update or replacement therefor as the Seller may from
time to time introduce acting in accordance with the standards of a
reasonable, prudent mortgage lender;

"Standard Variable Rate" or "SVR" means, as applicable, the Northern Rock
standard variable mortgage base rate and/or the standard variable mortgage
base rate applicable to Mortgage Loans within the Mortgages Trust in
accordance with the Mortgage Conditions;

"Start-up Loan" means the start-up loan that the Start-up Loan Provider shall
make available to Funding pursuant to the Start-up Loan Agreement;

"Start-up Loan Agreement" means the agreement entered into on or about the
Initial Closing Date between Funding, the Start-up Loan Provider and the
Security Trustee relating to the provision of the Start-up Loan to Funding as
may be amended, restated, novated, varied or supplemented from time to time
and shall include any additional and/or replacement start-up loan agreement
entered into by such parties in accordance with the Transaction Documents;

"Start-up Loan Provider" means Northern Rock, in its capacity as provider of
the Start-up Loan and/or such other person or persons for the time being the
lender under the Start-up Loan Agreement;

"Step-up Date" means the Payment Date in respect of an Issuer on which the
interest rate on the Notes issued by such Issuer increases by a pre-determined
amount following the payment made by such Issuer on such Payment Date, which
date in respect of the First Issuer is the Payment Date occurring in January
2008, and, in relation to any New Issuer, has the meaning specified under the
relevant Issuer Master Definitions Schedule;

"Subsidiary" means (a) a subsidiary as defined in Section 736 of the Companies
Act 1985 and (b) unless the context requires otherwise, a subsidiary
undertaking within the meaning of Section 258 of the Companies Act 1985;



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<PAGE>

"Subordinated Principal Test" means:

(a)      in respect of the First Issuer Notes, the test which is satisfied (1)
         on any Payment Date occurring on or after the fourth anniversary of
         the Initial Closing Date; and (2) on any Payment Date on which (a)
         the percentage equal to the aggregate Principal Amount Outstanding of
         the Class B Notes and the Class C Notes as at that Payment Date over
         the aggregate Principal Amount Outstanding of the First Issuer Notes
         as at that Payment Date is greater than (b) the product of (i) 2 and
         (ii) the percentage equal to the aggregate Principal Amount
         Outstanding of the Class B Notes and the Class C Notes as at the
         Initial Closing Date over the aggregate Principal Amount Outstanding
         of the First Issuer Notes as at the Initial Closing Date; or

(b)      in respect of any New Notes issued by any New Issuer, has the meaning
         given to it under the relevant Issuer Transaction Documents and as
         defined in the Issuer Master Definitions Schedule relating to that
         New Issuer;

"Swap Agreements" means, for any Issuer, any of the Basis Rate Swap
Agreements, any of the Currency Swap Agreements, any Interest Rate Swap
Agreement or any other ISDA Master Agreement, Schedule and Confirmation
thereto entered into among such Issuer, the relevant Swap Provider and the
Note Trustee, as may be amended, restated, novated, varied or supplemented
from time to time, and shall include any additional and/or replacement swap
agreement entered into by such Issuer from time to time in connection with the
Notes issued by such Issuer

"Swap Provider" means any of the Currency Swap Provider and/or the Basis Rate
Swap Provider and/or the Interest Rate Swap Provider, as the context requires,
or any other swap provider appointed from time to time in accordance with the
Transaction Documents or relevant Issuer Transaction Documents;

"TARGET Business Day" means a day on which the Trans-European Automated
Real-time Gross settlement Express (TARGET) system is open;

"Taxes" means all present and future taxes, levies, imposts, duties (other
than stamp duty), fees, deductions, withholdings or charges of any nature
whatsoever and wheresoever imposed, including, without limitation, value added
tax or other tax in respect of added value and any franchise, transfer, sales,
gross receipts, use, business, occupation, excise, personal property, real
property or other tax imposed by any national, local or supranational taxing
or fiscal authority or agency together with any penalties, fines or interest
thereon and "Tax" and "Taxation" shall be construed accordingly;

"Terms and Conditions" has the same meaning as "Conditions";

"Third Party Amounts" means:

(a)      payments of insurance premiums, if any, due to the Seller in respect
         of any Insurance Policy arranged by the Seller and/or the MIG
         provider to the extent not paid or payable by the Seller (or to the
         extent such insurance premiums have been paid by the Seller in
         respect of any Further Advance which is not repurchased by the Seller
         to reimburse the Seller);

(b)      amounts under an unpaid Direct Debit which are repaid by the
         Administrator to the bank making such payment if such bank is unable
         to recoup that amount itself from the relevant customer's account;

(c)      other charges the benefit of which have been re-assigned to the
         Seller (excluding Early



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<PAGE>

         Repayment Charges); and/or

(d)      recoveries in respect of amounts deducted from Mortgage Loans as
         described in paragraphs (a) through (e) of Clause 8.5 (Adjustments to
         Trust Property) (inclusive) of the Mortgages Trust Deed;

"Title Deeds" means, in relation to each Mortgage Loan and its Related
Security and the Mortgaged Property relating thereto, all conveyancing deeds
and documents which make up the title to the Mortgaged Property and the
security for the Mortgage Loan and all searches and enquiries undertaken in
connection with the grant by the Borrower of the related Mortgage including,
in the case of Registered Land, the relevant Charge Certificate;

"Together Connections Benefit" means the amount by which:

(a)      the interest that would be payable on the Combined Debit Balance at
         the Connection Interest Rate exceeds:

(b)      the interest at the Connection Interest Rate that would be payable on
         the amount by which the Combined Debit Balance exceeds the Combined
         Credit Balance;

"Together Connection Conditions" means the Mortgage Conditions of the Seller
identified as Together Connection Conditions;

"Together Connections Mortgage Loans" means a type of Flexible Mortgage Loan
which has the same basic features as a Together Mortgage Loan, but also allows
the Borrower to link the Mortgage Loan with certain accounts that are held
with the Seller, the balance amounts of which, pursuant to the Together
Connection Conditions, are required to be included in the calculation of the
Combined Credit Balance;

"Together Mortgage Loan" means a type of Flexible Mortgage Loan which allows a
Borrower to obtain an additional unsecured drawdown loan and, in some cases, a
credit card;

"Total Property" means at any time the aggregate amount standing to the credit
of the Collection Accounts and held by Northern Rock on trust for the
Mortgages Trustee and itself, subject to and in accordance with the Collection
Bank Agreement;

"Transaction Document" means any of the following documents:

(a)      the Subscription Agreement;

(b)      the Underwriting Agreement;

(c)      the First Issuer Intercompany Loan Agreement;

(d)      the Mortgages Trust Deed;

(e)      the Mortgage Sale Agreement;

(f)      the First Issuer Deed of Charge;

(g)      the Funding Deed of Charge;

(h)      the Basis Rate Swap Agreement;

(i)      each Currency Swap Agreement;

(j)      the Depository Agreement;

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<PAGE>


(k)      the First Issuer Trust Deed;

(l)      the First Issuer Paying Agent and Agent Bank Agreement;

(m)      the Administration Agreement;

(n)      the Cash Management Agreement;

(o)      the First Issuer Cash Management Agreement;

(p)      the Funding Guaranteed Investment Contract;

(q)      the Funding (First Issuer) Guaranteed Investment Contract;

(r)      the Mortgages Trustee Guaranteed Investment Contract;

(s)      the Post-Enforcement Call Option Agreement;

(t)      the Bank Account Agreement;

(u)      the Funding (First Issuer) Bank Account Agreement;

(v)      the First Issuer Bank Account Agreement;

(w)      the Collection Bank Agreement;

(x)      the Start-Up Loan Agreement;

(y)      the Loyalty Discount Deed;

(z)      the First Issuer Corporate Services Agreement;

(aa)     the Share Trust Deed;

(bb)     each Corporate Services Agreement; and

(cc)     the Second Priority Funding Deed of Charge;

"Transaction" means the transaction contemplated by the Transaction Documents;

"Trigger Event" means any of an Asset Trigger Event or a Non-Asset Trigger
Event, as the case may be;

"Trust Calculation Period" means the period from (and including) the first
date of each calendar month (or in the case of the first such Trust
Calculation Period, the Initial Closing Date) to (and including) the last day
of the same calendar month;

"Trust Corporation" means a corporation entitled by rules made under the
Public Trustee Act 1906, or entitled pursuant to any comparable legislation
applicable to a trustee in any jurisdiction, to carry out the function of a
custodian trustee;

"Trust Determination Date" means the first day (or, if not a London Business
Day, the next succeeding London Business Day) of each calendar month;

"Trust Indenture Act" means the United States Trust Indenture Act of 1939, as
amended;

"Trust Property" means:

(a)      the Initial Trust Property;

(b)      the Closing Trust Property (excluding any Mortgage Loans that have
         been repurchased by the Seller pursuant to the Mortgage Sale
         Agreement and any Early Repayment Charge Receipts



                                      53
<PAGE>

         that have been paid to the Seller pursuant to the Mortgage Sale
         Agreement);

(c)      any New Trust Property (excluding any Mortgage Loans that have been
         repurchased by the Seller pursuant to the Mortgage Sale Agreement and
         any Early Repayment Charge Receipts that have been paid to the Seller
         pursuant to the Mortgage Sale Agreement);

(d)      any Scottish Trust Property;

(e)      any Contribution made from time to time to the Mortgages Trustee by
         any Beneficiary until it has been applied by the Mortgages Trustee in
         accordance with the Mortgages Trust Deed;

(f)      any Re-Draw made under a Flexible Mortgage Loan which forms part of
         the Trust Property;

(g)      any Further Draw made under a Personal Secured Loan which forms part
         of the Trust Property;

(h)      any Further Advances made by the Seller to existing Borrowers which
         are assigned to the Trust in accordance with the Mortgage Sale
         Agreement;

(i)      amounts on deposit (and interest earned on such amounts) from time to
         time in the Mortgages Trustee Bank Accounts;

(j)      any Permitted Replacement Mortgage Loan and its Related Security
         (excluding any Early Repayment Charge Receipts that have been paid to
         the Seller pursuant to the Mortgage Sale Agreement) relating to a
         Permitted Product Switch;

(k)      the proceeds of sale of any Mortgage Loan and its Related Security
         forming part of the Trust Property;

(l)      all other property which shall form part of the Trust Property
         pursuant to Clause 2 (Creation of Mortgages Trust) of the Mortgages
         Trust Deed;

         less

(1)      any actual Losses in relation to the Mortgage Loans and any actual
         reductions occurring in respect of the Mortgage Loans as described in
         Clause 8.5 (Adjustments to Trust Property) of the Mortgages Trust
         Deed; and

(2)      distributions of principal made from time to time to the
         Beneficiaries of the Mortgages Trust.

"Trust Property Calculation Adjustments" has the meaning set out in the
Mortgages Trust Deed;

"Trustee Acts" means the Trustee Act 1925 and the Trustee Act 2000;

"UK Account Bank" means Lloyds TSB Bank plc, London Branch;

"UK Listing Authority" means at any time the Financial Services Authority in
its capacity as competent authority for the purposes of Part VI of the
Financial Services and Markets Act 2000 or such other Person which at that
time performs an analogous role in relation to the regulation of financial
markets and the issue of public debt securities in the United Kingdom;

"Unauthorised Underpayment" means a Borrower Underpayment in respect of a
Mortgage Loan which is not funded by, or exceeds the amount of any,
Overpayments previously made by the Borrower in respect of such Mortgage Loan
or is otherwise not permitted by the Seller in accordance with the relevant
Mortgage Conditions;


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<PAGE>

"Underpayment" means any Authorised Underpayment or Unauthorised Underpayment;

"United Kingdom" means the United Kingdom of Great Britain and Northern
Ireland;

"United States" means the United States of America;

"Unpaid Interest" means, in relation to any Non-Cash Re-Draw of any Flexible
Mortgage Loan, the interest which would, but for such Non-Cash Re-Draw, have
been payable in respect of that Mortgage Loan on the relevant Monthly Payment
Date for such Mortgage Loan;

"Unpaid Interest Amount" means the amount of the Unpaid Interest in relation
to any Non-Cash Re-Draw on any Flexible Mortgage Loan;

"Unregistered Land" means land in England or Wales, title to which is not
registered at H.M. Land Registry;

"Unregistered Transfer" means, in relation to Unregistered Land, a deed of
transfer of a Mortgage or Mortgages in the form referred to in paragraph (b)
of Clause 6.3 of the Mortgage Sale Agreement with such modifications as may be
permitted from time to time in accordance with such Clause;

"US Global Note Certificates" or "US Global Note Certificate" means the Global
Note Certificates in registered form representing the US Notes;

"US Individual Note Certificates" or "US Individual Note Certificate" means
the Individual Note Certificates in registered form representing the US Notes;

"US Notes" means generally the Notes which are not Reg S Notes and in relation
to an Issuer the Notes issued by that Issuer which are not Reg S Notes;

"Valuation Report" means the valuation report or reports for mortgage
purposes, in the form of the pro-forma contained in the Standard
Documentation, obtained by the Seller from a Valuer in respect of each
Mortgaged Property or a valuation report in respect of a valuation made using
a methodology which would be acceptable to a reasonable prudent mortgage
lender;

"Valuer" means an Associate or Fellow of the Royal Institution of Chartered
Surveyors or the Incorporated Society of Valuers and Auctioneers who was at
the relevant times either a member of a firm which was on the list of Valuers
approved by or on behalf of the Seller from time to time or an Associate or
Fellow of the Royal Institute of Chartered Surveyors or the Incorporated
Society of Valuers and Auctioneers employed in-house by the Seller acting for
the Seller in respect of the valuation of a Mortgaged Property;

"WAFF" means the weighted average repossession frequency in respect of the
Mortgage Portfolio; and

"WALS" means the weighted average loss severity in respect of the Mortgage
Portfolio.

2.      Interpretation and Construction

Any reference in this Master Definitions Schedule or any Transaction Document
to:

"agreed form" means, in relation to any document, the draft of that document
the form of which has been agreed between the parties thereto (or if such
document is delivered pursuant to another Transaction Document, between the
parties to such Transaction Document) and initialled on their behalf for the
purpose of identification;



                                      55
<PAGE>

the "assets" of any person shall be construed as a reference to the whole or
any part of its business, undertakings, property, intellectual property,
shares, securities, debts, accounts, revenues (including any right to receive
revenues), goodwill, shareholdings and uncalled capital including premium
whether now or hereafter acquired and any other assets whatsoever;

the "assignment" of any Mortgage Loan shall be construed, in relation to any
Scottish Mortgage Loan and its Related Security, so as to include the transfer
of the beneficial interest therein and/or the legal title thereto, and the
terms "assign" and "assigned" shall in that context be construed accordingly;

"disposal" shall be construed as any sale, lease, transfer, conveyance,
assignment, assignation, licence, sub-licence or other disposal and "dispose"
shall be construed accordingly;

a "guarantee" means any guarantee, bond, indemnity, letter of credit, third
party security or other legally binding assurance against financial loss
granted by one person in respect of any indebtedness of another person, or any
agreement to assume any indebtedness of any other person or to supply funds or
to invest in any manner whatsoever in such other person by reason of, or
otherwise in relation to, indebtedness of such other person;

"indebtedness" shall be construed so as to include any obligation (whether
incurred as principal or as surety) for the payment or repayment of money,
whether present or future, actual or contingent;

"leasehold" shall be construed so as to include any property held under a duly
registered or recorded long lease in Scotland;

a "month" is a reference to a period starting on one day in a calendar month
and ending on the numerically corresponding day in the next calendar month
save that, where any such period would otherwise end on a day which is not a
business day, it shall end on the next business day, unless that day falls in
the calendar month succeeding that in which it would otherwise have ended, in
which case it shall end on the preceding business day, provided that, if a
period starts on the last business day in a calendar month or if there is no
numerically corresponding day in the month in which that period ends, that
period shall end on the last business day in that later month (and references
to "months" shall be construed accordingly);

"party" shall be construed as a party to a particular agreement, as the case
may be;

"set-off" shall be construed so as to include equivalent or analogous rights
under the laws of jurisdictions other than England and Wales;

"subsidiary" means, (a) a subsidiary within the meaning of Section 736 of the
Companies Act 1985, and (b) unless the context requires otherwise, a
subsidiary undertaking within the meaning of Section 258 of the Companies Act
1985;

"VAT" means value added tax imposed by the United Kingdom as referred to in
the Value Added Tax Act 1994 and legislation (whether delegated or otherwise)
replacing the same or supplemental thereto or in any primary or subordinate
legislation promulgated by the European Union or any official body or agency
thereof, and any similar turnover tax replacing or introduced in addition to
any of the same;

a "wholly-owned subsidiary" of a company or corporation shall be construed as
a reference to any company or corporation which has no other members except
that other company or corporation and that other company's or corporation's
wholly-owned subsidiaries or persons acting on behalf of that other company or
corporation or its wholly-owned subsidiaries; and


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<PAGE>

the "winding-up" or "administration" of a company or corporation shall be
construed so as to include any equivalent or analogous proceedings under the
law of the jurisdiction in which such company or corporation is incorporated
or any jurisdiction in which such company or corporation carries on business
including the seeking of liquidation, winding-up, bankruptcy, reorganisation,
dissolution, administration, arrangement, adjustment, protection or relief of
debtors.

2.1      "(GBP)", "sterling" or "pounds sterling" denotes the lawful
         currency for the time being of the United Kingdom of Great Britain
         and Northern Ireland; ("euro"), "euro" or "Euro" denotes the lawful
         currency for the time being of the member states of the European
         Union that adopt the single currency introduced at the start of the
         third stage of European Economic Monetary Union pursuant to the
         Treaty of Rome of 25th March, 1957, establishing the European
         Community as amended from time to time and as amended by, inter alia,
         the Treaty of European Union of 7th February, 1992; "$", "US$", "US
         dollars" or "dollars" denotes the lawful currency for the time being
         of the United States of America.

2.2      In this Master Definitions Schedule and in any of the Transaction
         Documents in which this Master Definitions Schedule is expressed to
         be incorporated or to which this Master Definitions Schedule is
         expressed to apply:

         (a)  words denoting the singular number only shall include the
              plural number also and vice versa;

         (b)  words denoting one gender only shall include the other genders;

         (c)  words denoting persons only shall include firms and
              corporations and vice versa;

         (d)  references to any statutory provision shall be deemed also to
              refer to any statutory modification or re-enactment thereof or
              any statutory instrument, order or regulation made thereunder
              or under any such re-enactment;

         (e)  references to any agreement or other document (including any of
              the Transaction Documents) shall be deemed also to refer to
              such agreement or document as amended, varied, supplemented or
              novated from time to time;

         (f)  clause, paragraph and schedule headings are for ease of
              reference only;

         (g)  reference to a statute shall be construed as a reference to
              such statute as the same may have been, or may from time to
              time be, amended or re-enacted to the extent such amendment or
              re-enactment is substantially to the same effect as such
              statute on the date hereof;

         (h)  unless stated otherwise reference to a time of day shall be
              construed as a reference to London (GMT) time; and

         (i)  references to any person shall include references to his
              successors, transferees and assigns and any person deriving
              title under or through him.

2.3      Any requirement in any Transaction Document for any action to be
         taken according to the standards of a "reasonable, prudent mortgage
         lender" shall be satisfied by the relevant party taking the relevant
         action in accordance with the Seller's Policy from time to time.

2.4      Save as provided otherwise, where any obligation in a Transaction
         Document is owed to more than one party that obligation is owed to
         each of them separately and may be enforced by any of them.


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<PAGE>

2.5     (a)    Where a term is defined in an Issuer Master Definitions
               Schedule and is used but not defined in this Master
               Definitions Schedule then, in connection with the relevant
               Issuer, that term shall have the meaning indicated in that
               Issuer Master Definitions Schedule; and

        (b)    Where a term is used but not defined in a document to which
               this Master Definitions Schedule applies and that term is not
               defined in this Master Definitions Schedule but is defined in
               an Issuer Master Definitions Schedule, then in connection with
               the relevant Issuer that term shall have the meaning indicated
               in that Issuer Master Definitions Schedule.

3.       Governing Law

This Master Definitions Schedule is governed by, and shall be construed in
accordance with, the laws of England (provided that any terms hereof which are
particular to Scots law will be construed in accordance with the laws of
Scotland).



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