Exhibit 4.5.1



                                                             Execution Version

                            Dated 19 January, 2005




                               NORTHERN ROCK PLC
     as Cash Manager, Funding 2 Basis Rate Swap Provider and Account Bank


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                       GRANITE FINANCE FUNDING 2 LIMITED
                                 as Funding 2


                           GRANITE MASTER ISSUER PLC
                               as Master Issuer


                   LAW DEBENTURE CORPORATE SERVICES LIMITED
                        as Corporate Services Provider


                                    - and -


                             THE BANK OF NEW YORK
                       as Funding 2 Security Trustee and
                 Issuer Security Trustee to the Master Issuer







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                           FUNDING 2 DEED OF CHARGE
-------------------------------------------------------------------------------

                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF: 30507-30040/678465


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                                   CONTENTS


1.    Interpretation.......................................................2

2.    Security.............................................................3

3.    Release of Funding 2 Charged Property................................7

4.    Declaration of Trust.................................................8

5.    Restrictions on Exercise of Certain Rights...........................8

6.    Enforcement.........................................................12

7.    Upon Enforcement....................................................15

8.    Receiver............................................................18

9.    Further Assurance and Power of Attorney.............................23

10.   Crystallisation.....................................................24

11.   Provisions relating to the Security.................................26

12.   Protection of Third Parties.........................................27

13.   Set-Off.............................................................28

14.   Representations and Covenants.......................................28

15.   Terms of Appointment................................................32

16.   Modification and Waiver.............................................44

17.   Remuneration of the Funding 2 Security Trustee......................45

18.   Appointment, Removal and Retirement of Funding 2 Security Trustee...47

19.   Miscellaneous Provisions............................................49

20.   Rights cumulative...................................................50

21.   Assignment..........................................................50

22.   Non Petition Covenant; Corporate Obligations........................50

23.   Notices.............................................................51

24.   Third Party Rights..................................................52

25.   Execution in Counterparts; Severability.............................52

26.   Governing Law and Submission to Jurisdiction........................53

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SCHEDULE 1  FORM OF SECURITY POWER OF ATTORNEY............................57

SCHEDULE 2  FORM OF DEED OF ACCESSION.....................................60

SCHEDULE 3  FUNDING 2 PRIORITY OF PAYMENTS................................71

SCHEDULE 4  FORM OF NOTICE OF ASSIGNMENT..................................87

SCHEDULE 5  UTILISATION OF FUNDING 2 RESERVES.............................89


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THIS FUNDING 2 DEED OF CHARGE is made on 19 January, 2005

BETWEEN:

(1)   NORTHERN ROCK PLC (registered number 03273685), 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, in its
      capacity as (1) Cash Manager (2) Funding 2 Basis Rate Swap Provider and
      (3) Account Bank; and

(2)   GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
      limited liability company incorporated under the laws of Jersey whose
      registered office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX,
      Channel Islands, in its capacity as Mortgages Trustee;

(3)   GRANITE FINANCE FUNDING 2 LIMITED (registered number 5249387), a private
      limited company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Funding 2;

(4)   GRANITE MASTER ISSUER PLC (registered number 5250668), a public limited
      company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Master Issuer;

(5)   LAW DEBENTURE CORPORATE SERVICES LIMITED, a private limited company
      incorporated under the laws of England and Wales whose registered office
      is Fifth Floor, 100 Wood Street, London, EC2V 7EX, in its capacity as
      Corporate Services Provider.

(6)   THE BANK OF NEW YORK, a New York banking corporation whose London branch
      address is at 48th Floor, One Canada Square, London E14 5AL, in its
      capacity as (1) Funding 2 Security Trustee and (2) Issuer Security
      Trustee to the Master Issuer;

WHEREAS:

(A)   Pursuant to the terms of the Mortgage Sale Agreement, the Seller has
      assigned the Initial Mortgage Portfolio and New Mortgage Portfolios to
      the Mortgages Trustee and may, from time to time, assign further New
      Mortgage Portfolios to the Mortgages Trustee upon and subject to the
      terms thereof. Such property assigned to the Mortgages Trustee forms
      part of the Trust Property.

(B)   Pursuant to the terms of the Mortgages Trust Deed, the Mortgages Trustee
      holds the Trust Property upon trust for the Seller, Funding and Funding
      2. Pursuant to the terms of the Mortgages Trust Deed, each of Funding
      and Funding 2 may make Contributions to the Mortgages Trustee as
      consideration for its share of the Trust Property.

(C)   Pursuant to the terms of the Global Intercompany Loan Agreement, the
      Master Issuer has agreed to make Loan Tranches available to Funding 2
      upon and subject to the terms thereof.

(D)   The Cash Manager has agreed to provide certain cash management services
      to Funding 2 on the terms set out in the Cash Management Agreement.



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(E)   The Account Bank has agreed to provide certain banking services to
      Funding 2 on the terms set out in the Funding 2 Bank Account Agreement.

(F)   The Corporate Services Provider has agreed to provide certain corporate
      services to Funding 2 pursuant to the terms set out in the Corporate
      Services Agreement.

(G)   The Funding 2 Basis Rate Swap Provider has agreed to enter into four
      interest rate swap transactions pursuant to the terms of the Funding 2
      Basis Rate Swap Agreement.

(H)   Funding 2 has agreed to provide the Funding 2 Security Trustee with the
      benefit of the security described in this Funding 2 Deed of Charge to
      secure Funding 2's obligations under the Funding 2 Transaction
      Documents, upon and subject to the terms hereof. The Funding 2 Security
      Trustee shall hold such security on trust for the benefit of the Funding
      2 Secured Creditors.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.    Interpretation

1.1   Definitions: The provisions of the Programme Master Definitions Schedule
      signed for the purposes of identification by Sidley Austin Brown & Wood
      and Allen & Overy LLP on 19 January, 2005 (as the same have been and may
      be amended, varied or supplemented from time to time with the consent of
      the parties hereto) are expressly and specifically incorporated into and
      shall apply to this Deed.

1.2   Construction:  In this Deed, except where the context otherwise requires:

      (a)   the terms of the Global Intercompany Loan Agreement, the Master
            Definitions Schedule and of any agreement in existence at the date
            hereof between the parties hereto in relation to any such
            documents are incorporated in this Deed to the extent required to
            ensure that any proposed disposition of the Funding 2 Charged
            Property contained in this Deed is a valid disposition in
            accordance with Section 2(1) of the Law of Property (Miscellaneous
            Provisions) Act 1989;

      (b)   a reference in this Deed to any property, assets, undertakings or
            rights includes, unless the context otherwise requires, present
            and future property, assets, undertakings or rights;

      (c)   "this Funding 2 Deed of Charge", "this Deed of Charge" or "this
            Deed" means this Funding 2 Deed of Charge and all the Schedules
            hereto (as from time to time modified and/or supplemented in
            accordance with the provisions set out herein) and all Deeds of
            Accession entered into pursuant to this Deed and each other
            document or deed entered into pursuant hereto (as from time to
            time modified/and or supplemented as aforesaid) and expressed to
            be supplemental hereto;

      (d)   any reference in this Deed to a Receiver shall be to the Receiver
            appointed by the Funding 2 Security Trustee pursuant to the terms
            of this Deed; and

      (e)   reference to any agreement or other document (including any of the
            Funding 2 Transaction Documents) shall be deemed also to refer to

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            such agreement or document as amended, varied, supplemented or
            novated from time to time; and

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

2.    Security

2.1   Trust Property:

      Funding 2, by way of first fixed security for the payment or discharge
      of the Funding 2 Secured Obligations, subject to Clause 3 (Release of
      Funding 2 Charged Property), hereby assigns to the Funding 2 Security
      Trustee all of its right, title, benefit and interest, present and
      future, in, to and under the Funding 2 Share of the Trust Property
      (including, without limitation, all Scottish Trust Property, present and
      future, comprised in the Trust Property), including all rights to
      receive payment of any amounts which may become payable to Funding 2
      thereunder and all payments received by Funding 2 thereunder (including,
      without limitation, all rights to serve notices and/or make demands
      thereunder and/or to take such steps as are required to cause payments
      to become due and payable thereunder and all rights of action in respect
      of any breach thereof and all rights to receive damages or obtain relief
      in respect thereof) and the proceeds of any of the foregoing, TO HOLD
      the same unto the Funding 2 Security Trustee absolutely.

2.2   Contractual rights:

      Funding 2, by way of first fixed security for the payment or discharge
      of the Funding 2 Secured Obligations, subject to Clause 3 (Release of
      Funding 2 Charged Property), hereby assigns to the Funding 2 Security
      Trustee all of its right, title, benefit and interest, present and
      future, in, to and under each of the Funding 2 Transaction Documents
      (other than this Deed and its rights under the Seller (Mortgage Trust)
      Assignment Agreement and provided that the assignment of the right,
      title, benefit and interest of Funding 2 under the Funding 2 Basis Rate
      Swap Agreement shall be subject to the rights of set-off and netting
      provided therein) including, without limitation, all rights to receive
      payment of any amounts which may become payable to Funding 2 thereunder
      and all payments received by Funding 2 thereunder, all rights to serve
      notices and/or make demands thereunder and/or to take such steps as are
      required to cause payments to become due and payable thereunder and all
      rights of action in respect of any breach thereof and all rights to
      receive damages or obtain relief in respect thereof and the proceeds of
      any of the foregoing, TO HOLD the same unto the Funding 2 Security
      Trustee absolutely.

2.3   Accounts: Funding 2, by way of first fixed security for the payment or
      discharge of the Funding 2 Secured Obligations, subject to Clause 3
      (Release of Funding 2 Charged Property), hereby charges in favour of the
      Funding 2 Security Trustee all of its rights, title, benefit and
      interest, present and future, in, to and under:

      (a)   each Funding 2 Bank Account;

      (b)   any Funding 2 Swap Collateral Account; and



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      (c)   each other account (if any) in which Funding 2 may at any time
            have or acquire any right, title, benefit or interest,

            and to all monies now or at any time hereafter standing to the
            credit thereof and the debts represented by them together with all
            rights and claims relating or attached thereto, including, without
            limitation, the right to interest and the proceeds of any of the
            foregoing.

2.4   Authorised Investments, Swap Collateral and Seller (Mortgage Trust)
      Assignment Agreement: Funding 2, by way of first fixed security for the
      payment or discharge of the Funding 2 Secured Obligations, subject to
      Clause 3 (Release of Funding 2 Charged Property), hereby charges in
      favour of the Funding 2 Security Trustee all of its right, title,
      benefit and interest, present and future in, to and under

      (a)   any Authorised Investment purchased using monies standing to the
            credit of any Funding 2 Bank Account and any Swap Collateral in
            the form of securities for the time being owned by it and all
            rights in respect of or ancillary to such Authorised Investments
            and Swap Collateral, including the right to income and the
            proceeds of any of the foregoing; and

      (b)   the Seller (Mortgage Trust) Assignment Agreement.

2.5   Floating Charge: Funding 2, by way of first floating security for the
      payment or discharge of the Funding 2 Secured Obligations, subject to
      Clause 3 (Release of Funding 2 Charged Property), hereby charges by way
      of first floating charge in favour of the Funding 2 Security Trustee the
      whole of its undertaking and all its property, assets and rights,
      whatsoever and wheresoever, both present and future other than any
      property or assets from time to time or for the time being the subject
      of a fixed charge or effectively assigned by way of security pursuant to
      any of the foregoing provisions of this Clause 2 (Security) and/or any
      Deed of Accession (but excluding from the foregoing exception all
      undertaking, property, assets and rights of Funding 2, present and
      future, situated in Scotland or the rights to which are governed by the
      laws of Scotland, all of which are charged by the floating charge hereby
      created).

2.6   Title Guarantee: Each of the dispositions of or charges over property
      effected in or pursuant to this Deed is made with full title guarantee
      (or, in relation to assets or rights situated in or governed by the laws
      of Scotland, with absolute warrandice).

2.7   Further Acquired Items: For the avoidance of doubt, it is hereby
      confirmed that the Security Interests created under or pursuant to
      Clauses 2.1 (Trust Property) through Clause 2.4 (Authorised Investments,
      Swap Collateral and Seller (Mortgage Trust) Assignment Agreement)
      (inclusive) and/or any Deed of Accession are intended to be specific and
      fixed assignments by way of security of, or specific and fixed charges
      over (as the case may be) the property and assets to which they relate,
      both present and future, including property and assets which are
      acquired after the date hereof.

2.8   No Transfer of Obligations: Notwithstanding anything else in this Deed,
      it is hereby agreed that dispositions of property effected in or
      pursuant to this Deed do not transfer obligations and nothing herein or
      in any Deed of Accession shall be construed as a transfer of obligations
      to the Funding 2 Security Trustee.



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2.9   Notice and Acknowledgement:

      (a)   The execution of this Deed and/or any Deed of Accession by each
            Funding 2 Secured Creditor shall constitute express notice to such
            Funding 2 Secured Creditor of the assignments, charges and any
            other Security Interests made by Funding 2 pursuant to this Deed;

      (b)   By its execution of this Deed and/or a Deed of Accession, each
            Funding 2 Secured Creditor acknowledges that it has notice of and
            consents to the Funding 2 Security and also acknowledges that as
            at the date hereof it has not received from any other person any
            notice of any assignment or charge of any of the Funding 2 Charged
            Property.

      (c)   Funding 2 hereby intimates and gives notice to the Mortgages
            Trustee as trustee under and in terms of the Mortgages Trust Deed
            of the assignations in security made in terms of Clause 2.1 (Trust
            Property) and Clause 2.2 (Contractual rights), and the Mortgages
            Trustee by its execution of this Deed as such trustee immediately
            subsequent to the execution hereof by Funding 2 confirms that as
            at the date hereof it has received no intimation of any other
            dealing with the Funding 2 Share of the Trust Property or any part
            thereof or the Funding 2 Transaction Documents except in
            accordance with the terms of the Funding 2 Transaction Documents.

      (d)   Notwithstanding the Funding 2 Security and subject as provided
            otherwise in this Deed, each of the parties hereto acknowledges
            that:

            (i)   each Funding 2 Secured Creditor and each other party to any
                  Funding 2 Transaction Document may continue to make all
                  payments becoming due to Funding 2 under any Funding 2
                  Transaction Document in the manner provided in such Funding
                  2 Transaction Document until the receipt of written notice
                  from the Funding 2 Security Trustee or any Receiver
                  requiring payments to be made otherwise; and

            (ii)  until the Funding 2 Security becomes enforceable in
                  accordance with Clause 6.2 (Enforceable), Funding 2 shall be
                  entitled to exercise its rights, powers and discretions and
                  perform its obligations in relation to the Funding 2 Charged
                  Property and under the Funding 2 Transaction Documents in
                  accordance with the provisions of the Funding 2 Transaction
                  Documents.

2.10  Funding 2 Security Trustee's Discretion in relation to Funding 2 Charged
      Property: Without prejudice to any other rights of the Funding 2
      Security Trustee after the Funding 2 Security has become enforceable and
      subject to the terms of the Funding 2 Transaction Documents, the Funding
      2 Security Trustee may at any time after any part or parts of the
      Funding 2 Security have become enforceable:

      (a)   enter into, make, execute, sign, deliver and do all such
            contracts, agreements, deeds, receipts, payments, assignments,
            assignations, transfers, conveyances, assurances and things and
            bring, prosecute, enforce, defend and abandon all such actions,
            suits and proceedings in relation to the Funding 2 Charged
            Property as it may think expedient;



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      (b)   exercise or refrain from exercising, in such manner as in its
            absolute discretion the Funding 2 Security Trustee shall think
            fit, all or any of the rights, powers, authorities discretions or
            remedies of Funding 2 under or in relation to the Funding 2
            Charged Property or incidental to the ownership thereof and, in
            particular but without limiting the generality of the foregoing,
            exercise all rights to vote or to give any consent or notification
            or make any declaration in relation to such Funding 2 Charged
            Property. For the avoidance of doubt, the Funding 2 Security
            Trustee shall not be required to have regard to the interests of
            Funding 2 in the exercise or non-exercise of any such rights,
            powers, authorities, discretions and remedies or to comply with
            any direction given by Funding 2 in relation thereto; and

      (c)   demand, sue for and take any advice or institute any proceedings
            to recover or obtain payment of any amounts which may then be due
            and payable to Funding 2 but which remains unpaid under or in
            respect of the Funding 2 Charged Property or any part thereof
            either in its own name or in the name of Funding 2.

2.11  New Intercompany Loan: At any time after the Funding 2 Programme Date,
      Funding 2 may, with the prior written consent of the Funding 2 Security
      Trustee enter into another Funding 2 Intercompany Loan Agreement with a
      new Funding 2 Issuer provided that:

      (a)   each of the Rating Agencies has confirmed in writing to the
            Funding 2 Security Trustee and the Issuer Security Trustee that
            any funding arrangements entered into by the applicable Funding 2
            Issuer will not cause the current ratings by the Rating Agencies
            of the existing Notes of any Funding 2 Issuer to be reduced,
            withdrawn or qualified;

      (b)   no Funding 2 Intercompany Loan Event of Default is continuing or
            unwaived at the relevant drawdown date;

      (c)   there is no debit balance on any Principal Deficiency Ledger as at
            the relevant drawdown date;

      (d)   Funding 2 has entered into, as required by the Rating Agencies or
            otherwise, any additional agreements (including any new bank
            account agreement, any basis rate swap agreement and/or any
            guaranteed investment contract), if required, in relation to the
            applicable Funding 2 Intercompany Loan Agreement and the Funding 2
            Issuer;

      (e)   any other relevant creditors, as determined by the Funding 2
            Security Trustee, shall have acceded to the terms of this Deed by
            executing a Deed of Accession; and

      (f)   Funding 2 shall have provided confirmation to the parties to this
            Deed that the Note Trustee in respect of the Notes to be issued by
            the new Funding 2 Issuer and the Issuer Security Trustee in
            respect of the security to be granted by such Funding 2 Issuer
            over its assets shall be the same legal entity as the existing
            Note Trustee(s) and Issuer Security Trustee(s) at the time of the
            issuance of such Notes.



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      Each other party to this Deed agrees that it shall enter into the
      relevant Deed of Accession required under sub-clause (e) above.

3.    Release of Funding 2 Charged Property

3.1   Release, Reassignment or Discharge: Upon the irrevocable and
      unconditional payment in full or discharge (or any combination of the
      foregoing) of all the Funding 2 Secured Obligations and upon the Funding
      2 Security Trustee being satisfied that Funding 2 is under no further
      actual or contingent obligation under this Deed or any other Funding 2
      Transaction Document, the Funding 2 Security Trustee shall at the
      request and cost of Funding 2 release, reassign and/or discharge from
      the Funding 2 Security all of the relevant Funding 2 Charged Property
      to, or to the order of, Funding 2.

3.2   Disposal of Authorised Investments and Swap Collateral: On the making at
      any time by the Cash Manager on behalf of Funding 2 or the Funding 2
      Security Trustee of a disposal of any Authorised Investment or Swap
      Collateral charged pursuant to this Deed, the Funding 2 Security Trustee
      shall, if so requested by the Cash Manager (and at the sole cost and
      expense of Funding 2), but without the Funding 2 Security Trustee being
      responsible for any loss, costs, claims or liabilities whatsoever
      occasioned by so acting upon such request, release, reassign or
      discharge from the Funding 2 Security the relevant Authorised
      Investments or Swap Collateral provided that in the case of a disposal
      of an Authorised Investment, the proceeds of such disposal are paid by
      Funding 2 into the Funding 2 Bank Account(s) from which the monies to
      make such Authorised Investment were originally drawn, and that, in the
      case of a disposal of Swap Collateral, the proceeds of such disposal are
      paid by Funding 2 into the relevant Funding 2 Swap Collateral Account or
      Funding 2 Bank Account (as appropriate in accordance with the Cash
      Management Agreement and the Funding 2 Basic Rate Swap Agreement)
      subject to and in accordance with the provisions of this Deed and the
      other Funding 2 Transaction Documents.

3.3   Trust Property: On the purchase or repurchase (as applicable) by the
      Seller from the Mortgages Trustee of any Mortgage Loan together with its
      Related Security pursuant to and in accordance with the terms of the
      Mortgage Sale Agreement, such Mortgage Loan and its Related Security
      shall no longer form part of the Trust Property (or, in the case of any
      Scottish Mortgage Loan and its Related Security, the Scottish Trust
      Property in accordance with Clause 9 (Termination of Trust) of the
      relevant Scottish Trust Deed) and shall automatically be released and
      retrocessed from any Security Interest created under or pursuant to this
      Deed in respect of the Funding 2 Share of the Trust Property.

3.4   Withdrawals from Funding 2 Bank Accounts and Funding 2 Swap Collateral
      Accounts: Subject to and in accordance with this Deed and the other
      Funding 2 Transaction Documents, the Cash Manager, on behalf of Funding
      2 and the Funding 2 Security Trustee, is permitted pursuant to Clause 5
      (Restrictions on Exercise of Certain Rights) from time to time to
      withdraw amounts from the Funding 2 Bank Accounts in order to apply such
      amounts in accordance with the relevant Funding 2 Priority of Payments
      or, in the case of the Funding 2 Swap Collateral Accounts, to apply in
      accordance with the terms of the Cash Management Agreement and the
      Funding 2 Basis Rate Swap Agreement. Any amount so withdrawn shall be
      released from the Funding 2 Security provided that such amount is
      applied in accordance with



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      and subject to the relevant Funding 2 Priority of Payments or, in the
      case of any amount withdrawn from the Funding 2 Swap Collateral
      Accounts, the Cash Management Agreement and the Funding 2 Basis Rate
      Swap Agreement.

4.    Declaration of Trust

      Each of the Funding 2 Secured Creditors declares the Funding 2 Security
      Trustee as trustee of, and the Funding 2 Security Trustee hereby
      declares that it holds on trust for the Funding 2 Secured Creditors,
      upon and subject to the terms and conditions of this Deed, all of the
      covenants, undertakings and representations made to the Funding 2
      Security Trustee under this Deed and the other Funding 2 Transaction
      Documents and all of the charges, assignments and other Security
      Interests made or given to the Funding 2 Security Trustee or to be made
      or given to it for the purpose of securing the Funding 2 Secured
      Obligations under or pursuant to this Deed and any other Funding 2
      Transaction Document.

5.    Restrictions on Exercise of Certain Rights

5.1   Funding 2 Bank Accounts and Funding 2 Swap Collateral Accounts: At all
      times prior to the release, reassignment, retrocession or discharge of
      the Funding 2 Security pursuant to Clause 3 (Release of Funding 2
      Charged Property):

      (a)   save as otherwise provided in the Funding 2 Transaction Documents
            or unless the Funding 2 Security Trustee otherwise agrees in
            writing (and then only on such terms and in such manner as the
            Funding 2 Security Trustee may require), Funding 2 shall procure
            that:

            (i)   any distribution of Mortgages Trustee Available Revenue
                  Receipts to Funding 2 and any distribution of Principal
                  Receipts to Funding 2 pursuant to the Mortgages Trust is
                  deposited into the Funding 2 GIC Account;

            (ii)  all Swap Collateral delivered to Funding 2 (if any) pursuant
                  to the Funding 2 Basis Rate Swap Agreement is deposited into
                  a Funding 2 Swap Collateral Account;

            (iii) all proceeds from a Loan Tranche which are to be applied in
                  or towards repayment of another Loan Tranche are, pending
                  such repayment, deposited into the Funding 2 GIC account;

            (iv)  all other income of Funding 2 (if any) is deposited into the
                  Funding 2 GIC Account; and

      (b)   save as otherwise expressly permitted in the Funding 2 Transaction
            Documents, Funding 2 shall not be entitled to withdraw or transfer
            from any Funding 2 Bank Account or any Funding 2 Swap Collateral
            Account any monies or securities standing to the credit thereof or
            direct any payment or transfer to be made therefrom to any person
            without the Funding 2 Security Trustee's prior written consent.



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5.2   Permitted Withdrawals from Funding 2 Bank Accounts and Funding 2 Swap
      Collateral Accounts; Authorised Investments:

      (a)   Funding 2 covenants with the Funding 2 Security Trustee that the
            amounts standing to the credit of the Funding 2 Bank Accounts and
            any Swap Collateral standing to the credit of the Funding 2 Swap
            Collateral Accounts may only be withdrawn in accordance with this
            Clause 5.2 (Permitted Withdrawals from Funding 2 Bank Accounts and
            Funding 2 Swap Collateral Accounts; Authorised Investments).

      (b)   On any day during an Interest Period prior to the Funding 2
            Security becoming enforceable pursuant to Clause 6.2
            (Enforceable), the Funding 2 Security Trustee hereby authorises
            the Cash Manager to transfer such monies from the Funding 2 GIC
            Account to the Funding 2 Transaction Account as are to be applied
            on such date to meet any amounts then due and payable by Funding 2
            to third parties in accordance with item (C) of the Funding 2
            Pre-Enforcement Revenue Priority of Payments and further
            authorises the Cash Manager to withdraw such amounts from the
            Funding 2 Transaction Account on such date to apply such monies in
            making such payments on behalf of Funding 2. For the purpose of
            this paragraph (b), the remaining provisions of this Clause 5.2
            (Permitted Withdrawals from Funding 2 Bank Accounts; Authorised
            Investments), Clause 5.3 (Funding 2 Pre-Enforcement Revenue
            Priority of Payments) and Clause 5.4 (Funding 2 Pre-Enforcement
            Principal Priority of Payments), the Cash Manager shall be
            entitled to assume that the Funding 2 Security is not enforceable
            pursuant to Clause 6.2 (Enforceable) unless it has received notice
            from Funding 2 or the Funding 2 Security Trustee or is otherwise
            aware that the Funding 2 Security has become so enforceable and
            shall not be liable to the Funding 2 Security Trustee, Funding 2
            or any other Funding 2 Secured Creditor for making payments based
            on this assumption.

      (c)   On each Monthly Payment Date, prior to the Funding 2 Security
            becoming enforceable pursuant to Clause 6.2 (Enforceable), the
            Funding 2 Security Trustee hereby authorises the Cash Manager to
            transfer from the Funding 2 GIC Account to the Funding 2
            Transaction Account such amounts of Funding 2 Available Revenue
            Receipts as may be necessary on such date to be applied to meet
            Funding 2's payment obligations in accordance with the Funding 2
            Pre-Enforcement Revenue Priority of Payments (as the same may be
            amended or varied from time to time).

      (d)   On each Monthly Payment Date, prior to the Funding 2 Security
            becoming enforceable pursuant to Clause 6.2 (Enforceable), the
            Funding 2 Security Trustee hereby authorises the Cash Manager to
            transfer from the Funding 2 GIC Account to the Funding 2
            Transaction Account such amounts of Funding 2 Available Principal
            Receipts as may be necessary on such date to be applied to meet
            Funding 2's payment obligations in accordance with the Funding 2
            Pre-Enforcement Principal Priority of Payments (as the same may be
            amended or varied from time to time).

      (e)   The Funding 2 Security Trustee hereby authorises the Cash Manager,
            prior to the Funding 2 Security becoming enforceable pursuant to
            Clause 6.2 (Enforceable), to make withdrawals from:



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            (i)   the relevant Funding 2 Bank Accounts for the purposes of
                  acquiring Authorised Investments provided that all amounts
                  received in respect of the Authorised Investments (including
                  earnings thereon) shall be deposited into the relevant
                  Funding 2 Bank Account from which they were originally
                  drawn; and

            (ii)  the relevant Funding 2 Swap Collateral Account for the
                  purpose of (A) returning Swap Collateral to the Funding 2
                  Basis Rate Swap Provider pursuant to the terms of the
                  Funding 2 Basis Rate Swap Agreement or (B) transferring Swap
                  Collateral to the Funding 2 Transaction Account pursuant to
                  the terms of the Funding 2 Basis Rate Swap Agreement and the
                  Cash Management Agreement.

5.3   Funding 2 Pre-Enforcement Revenue Priority of Payments: On each Monthly
      Payment Date prior to the Funding 2 Security becoming enforceable
      pursuant to Clause 6.2 (Enforceable), the Funding 2 Security Trustee
      hereby authorises Funding 2 or the Cash Manager in its place to withdraw
      Funding 2 Available Revenue Receipts from the Funding 2 Transaction
      Account and to apply such monies in accordance with the rules and the
      order of priority of the Funding 2 Pre-Enforcement Revenue Priority of
      Payments.

5.4   Funding 2 Pre-Enforcement Principal Priority of Payments: On each
      Monthly Payment Date prior to the Funding 2 Security becoming
      enforceable pursuant to Clause 6.2 (Enforceable), the Funding 2 Security
      Trustee hereby authorises Funding 2 or the Cash Manager on its behalf to
      make withdrawals of Funding 2 Available Principal Receipts standing to
      the credit of the Funding 2 Transaction Account and to apply such monies
      to repay principal due and payable by Funding 2 under each Funding 2
      Intercompany Loan Agreement or otherwise in accordance with the rules
      and the order of priority of the Funding 2 Pre-Enforcement Principal
      Priority of Payments.

5.5   Amendment to Funding 2 Priority of Payments: On the making available of
      any Loan Tranches by the Master Issuer to Funding 2 or if any other
      Funding 2 Intercompany Loans are made available by another Funding 2
      Issuer to Funding 2 in accordance with the terms of the Funding 2
      Transaction Documents, if any amendment to the Funding 2 Priority of
      Payments is required as a result thereof, then, subject to the parties
      to this Deed agreeing the necessary amendments to the priority of
      payments, the parties to this Deed, together with any person entering
      into a Deed of Accession, shall set out the new Funding 2 Priority of
      Payments accordingly in a schedule to that Deed of Accession. The new
      Funding 2 Priority of Payments so amended shall supersede those set out
      in Schedule 3 (Funding 2 Priority of Payments) to this Deed.

5.6   No Enforcement against Issuers: Each party to this Deed undertakes to
      each Funding 2 Issuer and each of the Funding 2 Secured Creditors
      (including the Funding 2 Security Trustee in its capacity as such under
      this Deed) that it shall not:

      (a)   take any steps or pursue any action whatsoever for the purpose of
            recovering any debts or amounts due or owing to it by any Funding
            2 Issuer; or



                                      10
<PAGE>

      (b)   take any steps or legal proceedings for the winding-up,
            dissolution or reorganisation of, or the institution of insolvency
            proceedings against, any Funding 2 Issuer or for the appointment
            of a receiver, administrator, liquidator or similar officer of any
            Funding 2 Issuer in respect of any or all of its revenues and
            assets.

5.7   No Enforcement by Funding 2 Secured Creditors and Limited Recourse: Each
      of the Funding 2 Secured Creditors (other than the Funding 2 Security
      Trustee and any Receiver) hereby agrees with Funding 2 and the Funding 2
      Security Trustee that:

      (a)   only the Funding 2 Security Trustee may enforce the Funding 2
            Security in accordance with the provisions hereof;

      (b)   notwithstanding any other provision of this Deed or any other
            Funding 2 Transaction Document (other than Clause 5.2 (Shortfall
            on Final Repayment Date) of the Global Intercompany Loan
            Agreement, no sum due or owing to any Funding 2 Secured Creditor
            or to the Funding 2 Security Trustee (whether for itself or on
            behalf of the Funding 2 Secured Creditors) from or by Funding 2
            under this Deed or any other Funding 2 Transaction Document shall
            be payable by Funding 2 except to the extent that Funding 2 has
            sufficient funds available or (following enforcement of the
            Funding 2 Security) the Funding 2 Security Trustee has realised
            sufficient funds from the Funding 2 Security to pay such sum
            subject to and in accordance with the relevant Funding 2 Priority
            of Payments and provided that all liabilities of Funding 2
            required to be paid in priority thereto or pari passu therewith
            pursuant to such Funding 2 Priority of Payments have been paid,
            discharged and/or otherwise provided for in full; and

      (c)   it shall not take any steps for the purpose of recovering any of
            the Funding 2 Secured Obligations (including, without limitation,
            by exercising any rights of set-off) or enforcing any rights
            arising out of the Funding 2 Transaction Documents against Funding
            2 and it shall not take any steps or legal proceedings for the
            winding-up, dissolution or reorganisation of, or the institution
            of insolvency proceedings against, Funding 2 or for the
            appointment of a receiver, administrator, administrative receiver,
            liquidator or similar officer of Funding 2 in respect of any or
            all of its revenues and assets,

      PROVIDED THAT if the Funding 2 Security Trustee having become bound to
      do so subject to and in accordance with the terms of this Deed and the
      other Funding 2 Transaction Documents, fails to serve a Funding 2
      Intercompany Loan Enforcement Notice and/or, to take any steps or
      proceedings to enforce the Funding 2 Security within 30 days of becoming
      so bound and such failure is continuing, then (for so long as any
      Funding 2 Intercompany Loan is outstanding) the applicable Issuer
      Security Trustee(s) or, in the event of the failure of the applicable
      Issuer Security Trustee(s) (or if there are no Funding 2 Intercompany
      Loans outstanding), any other Funding 2 Secured Creditor shall be
      entitled to take such steps and proceedings to enforce the Funding 2
      Security as it shall deem necessary other than the presentation of a
      petition for or making an application for the winding up, dissolution or
      reorganisation of, or the institution of insolvency proceedings against,
      Funding 2 or the appointment of a receiver, administrator,
      administrative receiver, liquidator or similar officer of Funding 2.



                                      11
<PAGE>

5.8   Acknowledgement of Funding 2 Security Trustee: The Funding 2 Security
      Trustee hereby acknowledges and agrees that notwithstanding any other
      provision of this Deed or any other Funding 2 Transaction Document, no
      sum due or owing to any Funding 2 Secured Creditor or to the Funding 2
      Security Trustee (whether for itself or on behalf of the Funding 2
      Secured Creditors) from or by Funding 2 under this Deed or any other
      Funding 2 Transaction Document shall be payable by Funding 2 except to
      the extent that Funding 2 has sufficient funds available or (following
      enforcement of the Funding 2 Security) the Funding 2 Security Trustee
      has realised sufficient funds from the Funding 2 Security to pay such
      sum subject to and in accordance with the relevant Funding 2 Priority of
      Payments and provided that all liabilities of Funding 2 required to be
      paid in priority thereto or pari passu therewith pursuant to such
      Funding 2 Priority of Payments have been paid, discharged and/or
      otherwise provided for in full.

5.9   Utilisation of Funding 2 Reserves: Funding 2 and the Cash Manager shall
      procure that, subject to and in accordance with the Funding 2 Priority
      of Payments, amounts standing to the credit of the Funding 2 Reserve
      Ledger or the Funding 2 Liquidity Reserve Ledger (if any) shall only be
      debited for the purposes as specified in Schedule 5 (Utilisation of
      Funding 2 Reserves).

5.10  Adjustment of Funding 2 Reserves: The Funding 2 Reserve Amount and the
      Target Reserve Required Amount may be as specified in paragraph 3 of
      Schedule 5 (Utilisation of Funding 2 Reserves).

6.    Enforcement

6.1   Notification: The Funding 2 Security Trustee shall, if reasonably
      practicable, give prior notification to the Seller, the Cash Manager and
      each Funding 2 Secured Creditor of the Funding 2 Security Trustee's
      intention to enforce the Funding 2 Security. However, the failure of the
      Funding 2 Security Trustee to provide such notification shall not in any
      way prejudice the ability of the Funding 2 Security Trustee to enforce
      the Funding 2 Security.

6.2   Enforceable:

      Without prejudice to the provisions of Clause 8 (Receiver) the Funding 2
      Security shall become immediately enforceable and the power of sale and
      other powers conferred by Section 101 of the 1925 Act, as varied or
      amended by this Deed, shall be exercisable by the Funding 2 Security
      Trustee, in each case at any time:

      (a)   upon the service on Funding 2 by the Funding 2 Security Trustee of
            a Funding 2 Intercompany Loan Enforcement Notice; or

      (b)   if there are no Funding 2 Intercompany Loans outstanding,
            following a default in payment of any other Funding 2 Secured
            Obligation on its due date or within any applicable grace period
            following such due date stated in the relevant Funding 2
            Transaction Document but subject always to any limited recourse
            provisions stated therein and to Clause 5.7 (No Enforcement by
            Funding 2 Secured Creditors and Limited Recourse) hereof.



                                      12
<PAGE>

6.3   Power of Sale:

      (a)   Notwithstanding any other provision of this Deed, the Funding 2
            Secured Obligations shall be deemed to have become due and payable
            for the purposes of Section 101 of the 1925 Act, and (to the
            extent applicable) the statutory power of sale and of appointing a
            receiver and other powers which are conferred on mortgagees under
            the 1925 Act as varied or extended by this Deed shall be deemed to
            arise immediately after execution of this Deed.

      (b)   Section 103 of the 1925 Act shall not apply to this Deed and
            forthwith after the Funding 2 Security has become enforceable in
            accordance with Clause 6.2 (Enforceable) the statutory power of
            sale, as extended by this Deed, and all other powers shall become
            immediately exercisable without notice to Funding 2 and the
            provisions of the 1925 Act regulating the power of sale shall, so
            far as they relate to the Funding 2 Charged Property, be varied
            and extended accordingly.

6.4   Discretionary Enforcement: Subject to the provisions of this Deed, the
      Funding 2 Security Trustee may at any time, at its discretion and
      without notice, take such proceedings and/or other action as it may
      think fit against, or in relation to, Funding 2 or any other party to
      any of the Funding 2 Transaction Documents to enforce their obligations
      under any of the Funding 2 Transaction Documents. Subject to the
      provisions of this Deed, at any time after the Funding 2 Security has
      become enforceable in accordance with Clause 6.2 (Enforceable), the
      Funding 2 Security Trustee may, at its discretion and without notice,
      take such steps as it may think fit to enforce the Funding 2 Security.

6.5   Mandatory Enforcement: The Funding 2 Security Trustee shall not, and
      shall not be bound to, take any proceedings, actions or steps under or
      in connection with any of the Funding 2 Transaction Documents
      (including, without limitation, any steps to enforce the Funding 2
      Security) unless:

      (a)   it shall have been directed to do so by the Issuer Security
            Trustee(s) acting in accordance with the provisions of this Deed;
            or

      (b)   if there are no Funding 2 Intercompany Loans outstanding, it shall
            have been directed to do so by the Funding 2 Secured Creditor
            which ranks highest in the Funding 2 Post-Enforcement Priority of
            Payments; and

      (c)   in either case, it shall have been indemnified and/or secured to
            its satisfaction against all liabilities, actions, proceedings,
            claims, costs, charges, damages and expenses to which it may
            become liable or which may be incurred by it in connection
            therewith.

6.6   Law of Property Act 1925: The provisions of the 1925 Act relating to the
      power of sale and the other powers conferred by Section 101(1) and (2)
      are hereby extended in relation to Funding 2 as if such extensions were
      contained in the 1925 Act such that at any time after the Funding 2
      Security has become enforceable in accordance with Clause 6.2
      (Enforceable) above, the Funding 2 Security Trustee may in its absolute
      discretion:



                                      13
<PAGE>

      (a)   make demand in the name of the Funding 2 Secured Creditors or in
            its own right for any monies and liabilities in respect of the
            Funding 2 Charged Property;

      (b)   enforce any rights it may have in respect of the whole or any part
            of the Funding 2 Charged Property in such manner and upon such
            terms as the Funding 2 Security Trustee shall think fit;

      (c)   take possession of, get in and collect the Funding 2 Charged
            Property and perfect the interests comprised therein;

      (d)   subject as expressly provided in Clause 6.7 (Restriction on
            Disposal of Charged Property), sell, transfer, convey, dispose of
            vary or otherwise deal with, and also to grant any option to
            purchase, and to effect exchanges of, the whole or any part of the
            Funding 2 Charged Property or any interest therein in such manner,
            for such consideration (if any) and generally upon such terms
            (including by deferred payment or payment by instalments) as it
            may think fit and/or to concur in any of the foregoing (and
            nothing shall preclude any such disposal being made to a Funding 2
            Secured Creditor);

      (e)   carry out any transaction, scheme or arrangement which the Funding
            2 Security Trustee may, in its absolute discretion, consider
            appropriate with a view to or in connection with the sale of the
            Funding 2 Charged Property;

      (f)   do all or any of the things or exercise all or any of the powers,
            authorities and discretions conferred expressly or by implication
            on any Receiver under Clause 8.6 (Powers of the Receiver) or
            otherwise under this Deed; and

      (g)   exercise all or any of the powers conferred on mortgagees by the
            1925 Act as varied or extended by this Deed and any other rights
            and remedies that may be conferred by statute or common law or in
            equity on mortgagees or receivers.

6.7   Restriction on Disposal of Charged Property: Notwithstanding the
      foregoing provisions of this Clause 6 (Enforcement), if the Funding 2
      Security has become enforceable otherwise than by reason of a default in
      payment of any amount due in respect of any AAA Loan Tranche, the
      Funding 2 Security Trustee will not be entitled to dispose of all or
      part of the Funding 2 Charged Property unless either:

      (a)   a sufficient amount would be realised to allow a full and
            immediate discharge of all amounts owing under all AAA Loan
            Tranches of each Funding 2 Issuer and all prior ranking amounts
            due by Funding 2 in accordance with the relevant Funding 2
            Priority of Payments; or

      (b)   the Funding 2 Security Trustee is of the opinion, which shall be
            binding on the Funding 2 Secured Creditors, reached after
            considering at any time and from time to time the advice of any
            financial or such other professional advisers selected by the
            Funding 2 Security Trustee (with the fees and expenses of any such
            adviser selected by the Funding 2 Security Trustee being paid by
            Funding 2) for the purpose of giving such advice that the cashflow
            expected to be received by Funding 2 will not, or that there is a
            significant risk that it will not, be sufficient (as certified to
            it by Funding 2), having regard to any other



                                      14
<PAGE>

            relevant actual, contingent or prospective liabilities of Funding
            2 to discharge in full in due course all amounts owing in respect
            of each AAA Loan Tranche and all prior ranking amounts due by
            Funding 2,

      PROVIDED THAT if the Funding 2 Security Trustee is unable to obtain the
      advice referred to in paragraph (b) above having made reasonable efforts
      to do so, this Clause 6.7 (Restriction on Disposal of Funding 2 Charged
      Property) shall not apply.

      The Funding 2 Security Trustee shall not be bound to make the
      determination set out above unless it shall have been indemnified and/or
      secured to its satisfaction against all liabilities to which it may
      thereby become liable or which it may incur by so doing,

6.8   Authorised Investments: Any monies which under the trusts of this Deed
      ought to or may be invested by the Funding 2 Security Trustee (or the
      Cash Manager on its behalf) after the Funding 2 Security has become
      enforceable in accordance with Clause 6.2 (Enforceable) may be invested
      in the name or under the control of the Funding 2 Security Trustee in
      any Authorised Investments and the Funding 2 Security Trustee may at any
      time vary or transfer (or direct the Cash Manager to vary or transfer)
      any of such Authorised Investments for or into other such Authorised
      Investments as the Funding 2 Security Trustee in its absolute discretion
      may determine, and shall not be responsible for any loss occasioned by
      reason of any such investments whether by depreciation in value or
      otherwise, provided that such Authorised Investments were made in
      accordance with the foregoing provisions. If a bank or institution with
      which any monies placed on deposit in accordance with this clause is the
      Funding 2 Security Trustee or a subsidiary, holding or associated
      company of the Funding 2 Security Trustee, it need only account for an
      amount of interest equal to the amount of interest which would, at then
      current rates, be payable by it on such a deposit to an independent
      customer.

6.9   Scottish Trust Property: Funding 2 and the Mortgages Trustee hereby
      covenant and agree with and undertake to the Funding 2 Security Trustee
      that if at any time after the Funding 2 Security has become enforceable
      in accordance with Clause 6.2 (Enforceable), the Funding 2 Security
      Trustee or any Receiver shall so require and subject to the terms of
      this Clause 6 (Enforcement), they will join together in directing the
      Seller to sell or dispose of all or any part of the Scottish Trust
      Property on terms previously approved by the Funding 2 Security Trustee
      and/or in causing the trusts constituted by all and any Scottish Trust
      Deeds to be wound up or performed and they will take all such actions
      and execute all such documents as may be necessary to effect such sale
      or disposal or winding up or performance and the distribution or
      transfer of the Scottish Trust Property or any part thereof in
      accordance with the terms of each Scottish Trust Deed, the Mortgages
      Trust Deed and this Deed. The Seller and the Mortgages Trustee hereby
      acknowledge and consent to the foregoing as trustee and beneficiary
      respectively in terms of each Scottish Trust Deed.

7.    Upon Enforcement

7.1   Service of Intercompany Loan Enforcement Notice: Subject to the
      provisions of the Funding 2 Transaction Documents, in the event that a
      Funding 2 Intercompany Loan Enforcement Notice has been served (and not
      withdrawn) by the Funding 2 Security Trustee on Funding 2, the Funding 2
      Security Trustee shall as soon as practicable



                                      15
<PAGE>

      serve a copy of that Funding 2 Intercompany Loan Enforcement Notice on
      the Funding 2 Secured Creditors.

7.2   Crystallisation: From and including the date when the Funding 2 Security
      Trustee serves a Funding 2 Intercompany Loan Enforcement Notice (which
      has not been withdrawn) on Funding 2:

      (a)   notwithstanding any other provision hereof or of any other Funding
            2 Transaction Document, no amount may be withdrawn from the
            Funding 2 Bank Accounts except with the prior written consent of
            the Funding 2 Security Trustee; and

      (b)   (provided that the Mortgages Trustee and the Cash Manager have
            been notified of the service of a Funding 2 Intercompany Loan
            Enforcement Notice) no action whatsoever may be taken by the
            Mortgages Trustee and the Cash Manager in relation to or in
            respect of the Funding 2 Charged Property without the prior
            written consent of the Funding 2 Security Trustee save for any
            action required to preserve or protect the Mortgages Trustee's or
            Cash Manager's right, title or interest therein; and

      (c)   if not already crystallised, but subject to any prohibition or
            restriction imposed by applicable law, any charge created by this
            Deed which is a floating charge shall crystallise provided that
            the floating charge created by this Deed shall not be crystallised
            solely as a result of obtaining a moratorium (or anything done
            with a view to obtaining a moratorium) under the Insolvency Act
            2000 except with leave of the court.

7.3   Funding 2 Post-Enforcement Priority of Payments: At any time after the
      Funding 2 Security has become enforceable in accordance with Clause 6.2
      (Enforceable) and provided that a Funding 2 Intercompany Loan
      Enforcement Notice has not been withdrawn, all Funding 2 Available
      Revenue Receipts, Funding 2 Available Principal Receipts and all other
      monies (excluding Swap Collateral standing to the credit of the Funding
      2 Swap Collateral Accounts) paid to or received or recovered by or on
      behalf of Funding 2 or the Funding 2 Security Trustee or any Receiver
      appointed on its behalf, including all proceeds following any sale or
      realisation of the Funding 2 Charged Property or enforcement of the
      Funding 2 Security and all amounts (excluding Swap Collateral standing
      to the credit of the Funding 2 Swap Collateral Accounts) not previously
      distributed and/or standing to the credit of any Funding 2 Bank Account
      and all monies standing to the credit of the Funding 2 Reserve Ledger
      (if any) shall (if not already received by the Funding 2 Security
      Trustee) be paid to and held by the Funding 2 Security Trustee on trust
      to apply the same (save to the extent required otherwise by applicable
      law) in accordance with the rules and the order of priority of the
      Funding 2 Post-Enforcement Priority of Payments.

7.4   Certification of Amounts:

      (a)   The Funding 2 Security Trustee shall be entitled to rely on (and
            to accept as conclusive evidence save in the case of manifest
            error) a certificate from each Funding 2 Secured Creditor as to
            the amounts owed to such Funding 2 Secured Creditor under the
            Funding 2 Transaction Documents. The Funding 2 Security Trustee
            shall not take into account for the purpose of the application



                                      16
<PAGE>

            of moneys in accordance with the Funding 2 Post-Enforcement
            Priority of Payments any amounts of which it has not been notified
            by the intended recipient on or prior to the date in question.

      (b)   Each Funding 2 Secured Creditor will, at all times, promptly
            provide the Funding 2 Security Trustee and/or any Receiver on
            request with a certificate setting out detailed information as to
            the amount of the Funding 2 Secured Obligations to which such
            Funding 2 Secured Creditor is entitled and such other information
            as the Funding 2 Security Trustee and/or any Receiver may require
            to enable or facilitate the Funding 2 Security Trustee and/or any
            Receiver to perform its functions hereunder or under any of the
            Funding 2 Transaction Documents, such certificate to be in a form
            required by the Funding 2 Security Trustee and/or any Receiver. In
            determining the respective entitlements of the Funding 2 Secured
            Creditors hereunder, such certificates shall be binding on all of
            the Funding 2 Secured Creditors.

7.5   Retention Account: If the Funding 2 Security Trustee enforces the
      Funding 2 Security at a time when either no amounts or not all amounts
      owing in respect of the Funding 2 Secured Obligations have become due
      and payable or any of the Funding 2 Secured Obligations are at such time
      contingent or future obligations the Funding 2 Security Trustee or a
      Receiver may, for so long as no such amounts or not all such amounts
      have become due and payable or any of the Funding 2 Secured Obligations
      are at such time contingent or future obligations pay any monies
      referred to in Clause 7.3 (Funding 2 Post-Enforcement Priority of
      Payments), as the case may be, into, and retain such monies in, an
      interest-bearing account (a "retention account") to be held by it as
      security and applied by it in accordance with Clause 7.3 (Funding 2
      Post-Enforcement Priority of Payments) as and when any of the amounts
      referred to therein become due and payable.

7.6   Funding 2 Security Trustee Rights upon Enforcement: In addition to any
      other rights expressly provided herein, for the period commencing upon
      the service of a Funding 2 Intercompany Loan Enforcement Notice and
      terminating upon the notification to the Funding 2 Secured Creditors by
      the Funding 2 Security Trustee that all Funding 2 Secured Obligations
      have been satisfied in full:

      (a)   (provided such Funding 2 Secured Creditor has received a copy of,
            or other notice of the service on Funding 2 of, any such Funding 2
            Intercompany Loan Enforcement Notice) each Funding 2 Secured
            Creditor agrees that it will pay to the Funding 2 Security Trustee
            or the Receiver, as the case may be, all monies received or
            recovered by such Funding 2 Secured Creditor otherwise than in
            accordance with Clause 7.3 (Funding 2 Post-Enforcement Priority of
            Payments (whether by way of set-off or otherwise) in order that
            such amounts may be applied by the Funding 2 Security Trustee in
            accordance with Clause 7.3 (Funding 2 Post-Enforcement Priority of
            Payments);

      (b)   save as otherwise expressly provided in this Deed or as required
            by the Funding 2 Security Trustee, all payments under or arising
            from this Deed and all amounts payable to Funding 2 by any Funding
            2 Secured Creditor under any Funding 2 Transaction Document shall
            be paid to the Funding 2 Security Trustee or to its order;



                                      17
<PAGE>

      (c)   save as otherwise expressly provided in this Deed, all rights or
            remedies provided for by this Deed or available at law or in
            equity to the Funding 2 Secured Creditors are exercisable by the
            Funding 2 Security Trustee;

      (d)   save as otherwise expressly provided in this Deed, all rights to
            compel performance of the Funding 2 Transaction Documents are
            exercisable by the Funding 2 Security Trustee; and

      (e)   all payments in respect of the Funding 2 Secured Obligations shall
            operate in satisfaction pro tanto of Funding 2's covenants to the
            Funding 2 Secured Creditors.

7.7   Swap Collateral: Notwithstanding the foregoing provisions of Clause 6
      (Enforcement) and this Clause 7 (Upon Enforcement), at any time after
      the Funding 2 Security has become enforceable in accordance with Clause
      6.2 (Enforceable) and provided that a Funding 2 Intercompany Loan
      Enforcement Notice has not been withdrawn:

      (a)   all Swap Collateral delivered to or received or recovered by or on
            behalf of Funding 2 or the Funding 2 Security Trustee or any
            Receiver appointed on its behalf pursuant to the Funding 2 Basis
            Rate Swap Agreement will be deposited into a Funding 2 Swap
            Collateral Account; and

      (b)   Swap Collateral may only be withdrawn from the relevant Funding 2
            Swap Collateral Account for the purpose of (i) returning Swap
            Collateral to the Funding 2 Basis Rate Swap Provider pursuant to
            the terms of the Funding 2 Basis Rate Swap Agreement or (ii)
            applying Swap Collateral in or towards satisfaction of the Funding
            2 Basis Rate Swap Provider's obligations under the Funding 2 Basis
            Rate Swap Agreement.

      If, in relation to Swap Collateral, there is any conflict between the
      terms of the Funding 2 Basis Rate Swap Agreement, the Cash Management
      Agreement and/or this Deed, the terms of the Funding 2 Basis Rate Swap
      Agreement shall apply.

7.8   Swap Replacement Premium: Notwithstanding the foregoing provisions of
      Clause 6 (Enforcement) and this Clause 7 (Upon Enforcement), any Swap
      Replacement Premium received by Funding 2 from a replacement swap
      provider upon entry into a swap agreement replacing the Funding 2 Basis
      Rate Swap Agreement shall firstly be applied in payment of any
      termination payment due and payable to the Funding 2 Basis Rate Swap
      Provider following the termination of the Funding 2 Basis Rate Swap
      Agreement. Any amount of such Swap Replacement Premium not applied in or
      towards payment of such termination payment will form part of Funding 2
      Available Revenue Receipts.

8.    Receiver

8.1   Appointment: At any time after the Funding 2 Security becomes
      enforceable, and whether or not the Funding 2 Security Trustee has taken
      possession of the Funding 2 Charged Property, the Funding 2 Security
      Trustee may appoint, in addition to all statutory and other powers of
      appointment, by writing or by deed, such person or persons (including an
      officer or officers of the Funding 2 Security Trustee) as the



                                      18
<PAGE>

      Funding 2 Security Trustee thinks fit to be a receiver, a receiver and
      manager or an administrative receiver of the Funding 2 Charged Property
      or any part thereof (each a "Receiver") and, in the case of an
      appointment of more than one person, to act together or independently of
      the other or others.

8.2   Removal and Replacement: Except as otherwise required by statute, the
      Funding 2 Security Trustee may by writing or by deed remove a Receiver
      appointed by it whether or not appointing another in its place and may
      also appoint another Receiver to act with any other Receiver or to
      replace any Receiver who resigns, retires or otherwise ceases to hold
      office.

8.3   Extension of Appointment: The exclusion of any part of the Funding 2
      Charged Property from the appointment of the Receiver shall not preclude
      the Funding 2 Security Trustee from subsequently extending its
      appointment (or that of the Receiver replacing it) to that part of the
      Funding 2 Charged Property or appointing another Receiver over any other
      part of the Funding 2 Charged Property.

8.4   Agent of Funding 2: The Receiver shall, so far as the law permits, be
      the agent of Funding 2 and (subject to any restriction or limitation
      imposed by law) Funding 2 alone shall be responsible for the Receiver's
      contracts, engagements, acts, omissions, misconduct, negligence or
      default and for liabilities incurred by it; and in no circumstances
      whatsoever shall the Funding 2 Security Trustee or any Funding 2 Secured
      Creditor be in any way responsible for or incur any liability in
      connection with its contracts, engagements, acts, omissions, misconduct,
      negligence or default, and if a liquidator of Funding 2 shall be
      appointed, the Receiver shall act as principal and not as agent for the
      Funding 2 Security Trustee.

8.5   Remuneration: Subject as provided otherwise by applicable law, the
      remuneration of the Receiver shall be fixed by the Funding 2 Security
      Trustee and may be or include a commission calculated by reference to
      the gross amount of all monies received or otherwise. Such remuneration
      (and such commission (if any)) shall be payable hereunder by Funding 2
      alone subject always to Clause 7.3 (Funding 2 Post-Enforcement Priority
      of Payments) and the amount of such remuneration shall form part of the
      Funding 2 Secured Obligations and shall accordingly be secured by the
      Funding 2 Security.

8.6   Powers of the Receiver: The Receiver of Funding 2, in addition to any
      powers conferred on an administrative receiver, receiver, manager or
      receiver and manager by statute or common law, shall have the power to:

      (a)   take possession of, get in and collect the Funding 2 Charged
            Property;

      (b)   subject as expressly provided in Clause 6.7 (Restriction on
            Disposal of Funding 2 Charged Property), sell, transfer, convey,
            license, release or otherwise dispose of vary or deal with, and
            also to grant any option to purchase, and to effect exchanges of,
            the whole or any part of Funding 2 Charged Property or any
            interest therein and to grant or accept surrenders, disclaimers
            and variations in relation to or otherwise affecting the Funding 2
            Charged Property in each case in such manner, for such
            consideration (if any) and generally upon such terms (including by
            deferred payment or payment by instalments) as it may think fit
            and/or to concur in any of the foregoing (and



                                      19
<PAGE>

            nothing shall preclude any such disposal being made to a Funding 2
            Secured Creditor);

      (c)   carry out any transaction, scheme or arrangement which the Funding
            2 Security Trustee may, in its absolute discretion, consider
            appropriate with a view to or in connection with the sale of the
            Funding 2 Charged Property;

      (d)   insure the Funding 2 Charged Property against such risks and for
            such amounts as the Funding 2 Security Trustee may consider
            prudent and to obtain bonds and performance guarantees;

      (e)   otherwise protect, maintain or improve, the Funding 2 Charged
            Property or any part thereof in any manner and for any purpose
            whatsoever as it shall think fit;

      (f)   transfer all or any of the Funding 2 Charged Property and/or any
            of the liabilities to any other company or body corporate, whether
            or not formed or acquired for the purpose (and whether or not a
            subsidiary or associated company of the Funding 2 Security Trustee
            or any other party to the Funding 2 Transaction Documents) and to
            form a subsidiary or subsidiaries of Funding 2;

      (g)   carry on and manage or concur in managing or appoint a manager of,
            the whole or any part of the business of Funding 2 in such manner
            as it shall in its absolute discretion think fit including the
            power to enter into any contract and to perform, repudiate,
            rescind or vary any contract to which Funding 2 is a party;

      (h)   sell or concur in selling the whole or any part of Funding 2's
            business whether as a going concern or otherwise;

      (i)   appoint, dismiss, engage or vary the terms of employment of any
            employees, managers, agents or advisers of Funding 2 upon such
            terms as to remuneration and otherwise for such periods as it may
            in its absolute discretion think fit;

      (j)   in connection with the exercise or proposed exercise of any of its
            powers or in order to obtain payment of its remuneration or
            reimbursement of its expenses (in each case, whether or not
            already due), to borrow or raise money from any person, without
            security or on the security of the Funding 2 Charged Property
            (either in priority to the Funding 2 Security or otherwise) and
            generally in such manner and on such terms as it may think fit;

      (k)   bring, defend, submit to arbitration, negotiate, compromise,
            enforce, abandon and settle actions, suits, claims and proceedings
            concerning or affecting the Funding 2 Charged Property or the
            Funding 2 Security;

      (l)   exercise any powers, discretions, voting, conversion or other
            rights or entitlements in relation to any of the Funding 2 Charged
            Property or incidental to the ownership of or rights in or to any
            of the Funding 2 Charged Property and to complete or effect any
            transaction entered into by Funding 2 or disclaim, abandon or
            modify all or any of the outstanding contracts or



                                      20
<PAGE>

            arrangements of Funding 2 relating to or affecting the Funding 2
            Charged Property;

      (m)   generally carry out, or cause to be carried out any transaction or
            scheme or arrangement whatsoever, whether similar or not to any of
            the foregoing, in relation to the Funding 2 Charged Property which
            it may consider expedient as effectual as if it were solely and
            absolutely entitled to the Funding 2 Charged Property;

      (n)   in connection with the exercise of any of its powers, execute or
            do, or cause or authorise to be executed or done, on behalf of or
            in the name of Funding 2 or otherwise, as it may think fit, all
            documents, acts or things, acts or things which it may consider
            appropriate;

      (o)   redeem, discharge or compromise any security whether or not having
            priority to the security created hereunder;

      (p)   enter into covenants, guarantees, commitments, indemnities and
            other obligations or liabilities as it shall think fit;

      (q)   pay and discharge out of the profits and income of the Funding 2
            Charged Property and the monies to be made by it carrying on any
            such business as aforesaid the expenses in and about the carrying
            on and management of such business or in the exercise of any of
            the powers conferred by this Clause 8 (Receiver) or otherwise in
            respect of the Funding 2 Charged Property and all outgoings which
            it shall think fit to pay and to apply the residue of the said
            profits, income or monies in the manner provided by Clause 7.3
            (Funding 2 Post-Enforcement Priority of Payments); and

      (r)   exercise any other powers, rights and/or remedies that may be
            available at law or in equity including the powers referred to in
            Schedule 1 (and where applicable, Schedule 2) of the Insolvency
            Act 1986.

8.7   Security: The Funding 2 Security Trustee may from time to time and at
      any time require any such Receiver to give security for the due
      performance of its duties and may fix the nature and amount of the
      security to be so given but the Funding 2 Security Trustee shall not be
      bound in any such case to require any such security.

8.8   Application by Receiver: Save so far as otherwise directed by the
      Funding 2 Security Trustee, all monies from time to time received by
      such Receiver shall be paid over to the Funding 2 Security Trustee to be
      held by it on the trusts declared under this Deed and to be distributed
      in accordance with Clause 7.3 (Funding 2 Post-Enforcement Priority of
      Payments) and Schedule 3 (Funding 2 Priority of Payments).

8.9   Payment to Receiver: The Funding 2 Security Trustee may pay over to such
      Receiver any monies constituting part of the Funding 2 Charged Property
      to the intent that the same may be applied for the purposes of this Deed
      by such Receiver and the Funding 2 Security Trustee may from time to
      time determine what funds the Receiver shall be at liberty to keep in
      hand with a view to the performance of its duties as such Receiver.



                                      21
<PAGE>

8.10  No Restrictions: None of the restrictions imposed by the 1925 Act in
      relation to the appointment of receivers or the giving of notice or
      otherwise shall apply in relation to the Receiver.

8.11  Appointment of Administrator:

      (a)   Subject to any relevant provisions of the Insolvency Act 1986, the
            Funding 2 Security Trustee may, by any instrument or deed of
            appointment, appoint one or more persons to be the administrator
            of Funding 2 at any time after:

            (i)   the service of a Funding 2 Intercompany Loan Enforcement
                  Notice; or

            (ii)  being requested to do so by Funding 2; or

            (iii) any application having been made to the court for an
                  administration order under the Insolvency Act 1986; or

            (iv)  any person having ceased to be an administrator as a result
                  of any event specified in paragraph 90 of Schedule B1 to the
                  Insolvency Act 1986; or

            (v)   any notice of intention to appoint an administrator having
                  been given by any person or persons entitled to make such
                  appointment under the Insolvency Act 1986.

      (b)   Where any such appointment is made at a time when an administrator
            continues in office, the administrator shall act either jointly or
            concurrently with the administrator previously appointed
            hereunder, as the appointment specifies.

      (c)   Subject to any applicable order of the Court, the Funding 2
            Security Trustee may replace any administrator, or seek an order
            replacing the administrator, in any manner allowed by the
            Insolvency Act 1986.

      (d)   Where the administrator was appointed by the Funding 2 Security
            Trustee under paragraph 14 of Schedule B1 to the Insolvency Act
            1986, the Funding 2 Security Trustee may, by notice in writing to
            Funding 2, replace the administrator in accordance with paragraph
            92 of Schedule B1 to the Insolvency Act 1986.

      (e)   Every such appointment shall take effect at the time and in the
            manner specified by the Insolvency Act 1986.

      (f)   If at any time and by virtue of any such appointment(s) any two or
            more persons shall hold office as administrators of the same
            assets or income, such administrators may act jointly or
            concurrently as the appointment specifies so that, if appointed to
            act concurrently, each one of such administrators shall be
            entitled (unless the contrary shall be stated in any of the
            deed(s) or other instrument(s) appointing them) to exercise all
            the functions conferred on an administrator by the Insolvency Act
            1986.



                                      22
<PAGE>

      (g)   Every administrator shall have all the powers of an administrator
            under the Insolvency Act 1986.

      (h)   In exercising his functions hereunder and under the Insolvency Act
            1986, the administrator acts as agent of Funding 2 and does not
            act as agent of the Funding 2 Security Trustee.

      (i)   Every administrator shall be entitled to remuneration for his
            services in the manner fixed by or pursuant to the Insolvency Act
            1986 or the Insolvency Rules 1986.

8.12  Administration: Upon application being made to a court of competent
      jurisdiction for an administration order or the service of a notice of
      intention to appoint an administrator or the filing of documents with
      the court for the appointment of an administrator in relation to Funding
      2 or other order having substantially the same effect to be made on
      application by a creditor or creditors of Funding 2, the Funding 2
      Security Trustee shall (except in the circumstances where the Funding 2
      Security Trustee has taken steps to appoint an administrator in
      accordance with Clause 8.11 (Appointment of Administrator)), subject to
      it being indemnified and/or secured to its satisfaction, as soon as
      practicable appoint a Receiver in accordance with this Deed (who shall,
      to the extent permitted by law, be an "administrative receiver" under
      Section 29 (2) of the Insolvency Act 1986) of the whole of the Funding 2
      Charged Property and, in the case of any application to the court or
      petition, the Funding 2 Security Trustee shall instruct the Receiver to
      attend at the hearing of the application or the petition and take such
      steps as are necessary to prevent the appointment of an administrator.
      The Funding 2 Secured Creditors shall co-operate and do all acts and
      enter into such further documents, deeds or agreements as the Funding 2
      Security Trustee may deem necessary or desirable to ensure that an
      administration order is not made or that an administrator is not
      otherwise appointed and that an administrative receiver is appointed.
      Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the
      floating charge created hereunder.

9.    Further Assurance and Power of Attorney

9.1   Further Assurance: Funding 2 covenants with and undertakes to the
      Funding 2 Security Trustee from time to time (notwithstanding that the
      security may not have become enforceable and the Funding 2 Security
      Trustee may not have served a Funding 2 Intercompany Loan Enforcement
      Notice) upon demand:

      (a)   to execute, at Funding 2's cost, any document or do any act or
            thing which the Funding 2 Security Trustee or any Receiver may
            specify (including executing such Security Interests over its
            rights in and over the Funding 2 Charged Property and any other
            assets of Funding 2 in such form as the Funding 2 Security Trustee
            and/or any Receiver may require) with a view to:

            (i)   registering, perfecting, protecting or improving any charge
                  or security or Security Interest created or intended to be
                  created by or pursuant to this Deed (including any act or
                  document which may be required or desirable under the laws
                  of any jurisdiction in which any property or assets may be
                  located in order to confer on the Funding 2 Security Trustee
                  security over such property and assets equivalent or similar
                  to



                                      23
<PAGE>

                  the security intended to be conferred by or pursuant to this
                  Deed) and in such form as the Funding 2 Security Trustee or
                  the Receiver may specify; and/or

            (ii)  facilitating the realisation of or enforcement of rights of,
                  all or any part of the Funding 2 Charged Property or the
                  exercise, or proposed exercise, of any of the powers, duties
                  or discretions vested or intended to be vested in the
                  Funding 2 Security Trustee or such Receiver by or pursuant
                  to this Deed or doing any act or thing deemed necessary by
                  the Funding 2 Security Trustee or the Receiver,

      (b)   to give or join in giving or procuring the giving of any notices
            to any persons and obtain or procure that there is obtained any
            necessary acknowledgements in relation to such notices, all in
            such form as the Funding 2 Security Trustee or the Receiver may
            require and at the cost of Funding 2,

      and for the purpose of this Clause 9.1 (Further Assurance) a certificate
      in writing signed by the Funding 2 Security Trustee to the effect that
      any particular assurance or thing is required by it shall be conclusive
      evidence of that fact.

9.2   Execution of Power of Attorney: Immediately upon execution of this Deed,
      Funding 2 shall execute and deliver to the Funding 2 Security Trustee
      the Power of Attorney in or substantially in the form set out in
      Schedule 1.

9.3   Charged Property on Trust: To the extent permitted to do so under the
      Funding 2 Transaction Documents, for the purpose of giving effect to
      this Deed, Funding 2 hereby declares that, after service of a Funding 2
      Intercompany Loan Enforcement Notice, it will hold all the Funding 2
      Charged Property (subject to the right of redemption) upon trust to
      convey, assign or otherwise deal with such Funding 2 Charged Property in
      such manner and to such person as the Funding 2 Security Trustee shall
      direct pursuant to this Deed, and declares that it shall be lawful for
      the Funding 2 Security Trustee to appoint a new trustee or trustees of
      the Funding 2 Charged Property in place of Funding 2.

10.   Crystallisation

10.1  Notice: In addition and without prejudice to any other event resulting
      in a crystallisation of the floating charge created by this Deed or any
      other right the Funding 2 Security Trustee may have, but subject to any
      prohibition or restriction imposed by applicable law, the Funding 2
      Security Trustee may, by notice in writing to Funding 2, declare that
      the floating charge hereby created shall be converted into first
      specific fixed charges over such of the undertaking, property and assets
      of Funding 2 as the Funding 2 Security Trustee may specify in such
      notice at any time if:

      (a)   a Potential Funding 2 Intercompany Loan Event of Default has
            occurred; or

      (b)   it believes that the Funding 2 Charged Property or any part
            thereof is in danger of being seized or sold under any form of
            distress, execution or diligence levied or is otherwise in
            jeopardy; or



                                      24
<PAGE>

      (c)   it considers that it is desirable in order to protect the priority
            of the Funding 2 Security,

      provided that the floating charge created under this Deed may not be
      converted into a fixed charge or charges solely as a result of obtaining
      a moratorium (or anything done with a view to obtaining a moratorium)
      under the Insolvency Act 2000 except with leave of the court.

10.2  Automatic Crystallisation: In addition and without prejudice to any
      other event resulting in a crystallisation of the floating charge
      contained herein and without prejudice to any rule of law which may have
      a similar effect, but subject to any prohibition or restriction imposed
      by applicable law, the floating charge created under this Deed shall
      automatically and without notice be converted with immediate effect into
      a fixed charge as regards:

      (a)   all property, assets or undertaking of Funding 2, subject to the
            floating charge, upon:

            (i)   Funding 2 ceasing to carry on its business or a material
                  part thereof as a going concern;

            (ii)  the presentation of a petition for the compulsory winding-up
                  of Funding 2;

            (iii) the convening of a meeting for the passing of a resolution
                  for the voluntary winding-up of Funding 2;

            (iv)  the making of an application for an administration order or
                  the filing of documents with the court for the appointment
                  of an administrator or the service of a notice of intention
                  to appoint an administrator in relation to Funding 2;

            (v)   the presentation or making of an application for a warrant
                  of execution, writ of fieri facias, garnishee order or
                  charging order in respect of any of the assets of Funding 2
                  subject to the floating charge;

            (vi)  the occurrence of a Funding 2 Intercompany Loan Event of
                  Default or if there are no Funding 2 Intercompany Loans
                  outstanding, following a default in payment of any other
                  Funding 2 Secured Obligation on its due date or within any
                  applicable grace period following such due date stated in
                  the relevant Funding 2 Transaction Document; and/or

      (b)   any property, assets or undertaking of Funding 2, which become
            subject to an Encumbrance in favour of any person other than the
            Funding 2 Security Trustee or which is/are the subject of a sale,
            transfer or other disposition, in either case, contrary to the
            covenants and undertakings contained in the Funding 2 Transaction
            Documents, immediately prior to such Encumbrance arising or such
            sale, transfer or other disposition being made,

      provided that the floating charge created under this Deed may not be
      converted into a fixed charge or charges solely as a result of obtaining
      a moratorium (or anything done



                                      25
<PAGE>

      with a view to obtaining a moratorium) under the Insolvency Act 2000
      except with leave of the court.

11.   Provisions relating to the Security

11.1  Continuing Security:  The Funding 2 Security shall be:

      (a)   in addition to and independent of and shall not operate so as to
            prejudice or affect or merge in any other security, right of
            recourse or other right whatsoever which may be held by any of the
            Funding 2 Secured Creditors or the Funding 2 Security Trustee on
            their behalf in respect of the whole or any part of the Funding 2
            Secured Obligations and shall not be affected by any release,
            reassignment, retrocession or discharge of such other security;
            and

      (b)   a continuing security for the Funding 2 Secured Obligations and
            shall remain in force as continuing security for the Funding 2
            Secured Creditors and shall not be considered as satisfied or
            discharged by any intermediate payment or settlement of the whole
            or any part of the Funding 2 Secured Obligations or the existence
            at any time of a credit balance on any current or other account or
            any other matter or thing whatsoever.

11.2  Consolidation: Section 93 of the 1925 Act shall not apply in relation to
      the Funding 2 Security.

11.3  Ruling Off: If the Funding 2 Security Trustee receives notice of any
      Encumbrance affecting the whole or any part of the Funding 2 Charged
      Property or any security granted hereunder in contravention of the
      provisions hereof:

      (a)   the Funding 2 Security Trustee may open a new account in the name
            of Funding 2 and, if it does not, it shall nevertheless be deemed
            to have done so at the time it received such notice; and

      (b)   all payments made by Funding 2 to the Funding 2 Security Trustee
            after the Funding 2 Security Trustee receives such notice shall be
            credited or deemed to have been credited to the new account, and
            in no circumstances whatsoever shall operate to reduce the Funding
            2 Secured Obligations as at the time the Funding 2 Security
            Trustee received such notice.

11.4  Avoidance of Payments: Any settlement, discharge or release between (a)
      Funding 2 and (b) the Funding 2 Security Trustee or any Receiver (the
      "Relevant Person(s)") shall be conditional upon no security or payment
      granted or made to the Relevant Person(s) by Funding 2 or any other
      person being avoided or reduced by virtue of any provisions or
      enactments relating to bankruptcy, insolvency or liquidation for the
      time being in force and, in the event of such security or payment being
      so avoided or reduced, the Relevant Person(s) shall be entitled to
      recover the value or amount of such security or payment from Funding 2
      and from the security subsequently as if such settlement, discharge or
      release had not occurred.

11.5  Retention of Charges: If the Funding 2 Security Trustee shall have
      reasonable grounds for believing that Funding 2 may be insolvent or
      deemed to be insolvent pursuant to the provisions of the Insolvency Act
      1986 (and production of a solvency



                                      26
<PAGE>

      certificate of a duly authorised officer of Funding 2 shall be prima
      facie evidence of the solvency of Funding 2) as at the date of any
      payment made by Funding 2 to the Funding 2 Security Trustee or otherwise
      in respect of the Funding 2 Secured Obligations and that as a result,
      such payment may be capable of being avoided or clawed back, the Funding
      2 Security Trustee shall be at liberty to retain the charges contained
      in or created pursuant to this Deed until the expiry of a period of one
      month plus such statutory period within which any assurance, security,
      guarantee or payment can be avoided or invalidated after the payment and
      discharge in full of all Funding 2 Secured Obligations notwithstanding
      any release, settlement, discharge or arrangement which may be given or
      made by the Funding 2 Security Trustee on, or as a consequence of, such
      payment or discharge of liability provided that, if at any time within
      such period, a petition or an application shall be presented to a
      competent court for an order for the winding up or the making of an
      administration order in respect of Funding 2, or if Funding 2 shall
      commence to be wound up or to go into administration or any analogous
      proceedings shall be commenced by or against Funding 2, as the case may
      be, the Funding 2 Security Trustee shall be at liberty to continue to
      retain such security for such further period as the Funding 2 Security
      Trustee may determine and such security shall be deemed to continue to
      have been held as security for the payment and discharge to the Funding
      2 Security Trustee of all Funding 2 Secured Obligations.

11.6  Possession: Entry into possession of the Funding 2 Charged Property or
      any part thereof shall not render the Funding 2 Security Trustee or any
      Receiver of Funding 2 liable to account as mortgagee or creditor in
      possession for anything except actual receipts. If and whenever the
      Funding 2 Security Trustee or the Receiver enters into possession of the
      Funding 2 Charged Property, it shall be entitled at any time to go out
      of such possession.

11.7  Change of Name, etc.: This Deed shall remain valid and enforceable
      notwithstanding any change in the name, composition or constitution of
      the Funding 2 Security Trustee or Funding 2 or any amalgamation, merger
      or consolidation by the Funding 2 Security Trustee or Funding 2, with
      any other corporation (whether, in the case of Funding 2, permitted
      under the Funding 2 Transaction Documents or not).

12.   Protection of Third Parties

12.1  No Enquiry: No purchaser from, or other person dealing with, the Funding
      2 Security Trustee or a Receiver shall be concerned to enquire whether
      any of the powers exercised or purported to be exercised under this Deed
      has arisen or become exercisable, whether the Funding 2 Secured
      Obligations remain outstanding or have become payable, whether the
      Funding 2 Security Trustee or the Receiver is authorised to act or as to
      the propriety or validity of the exercise or purported exercise of any
      power; and the title and the position of such a purchaser or other
      person shall not be impeachable by reference to any of those matters and
      all the protection to purchasers contained in Sections 104 and 107 of
      the 1925 Act shall apply to any person purchasing from or dealing with
      the Funding 2 Security Trustee or any such Receiver.

12.2  Receipts to Third Parties: Upon any sale, calling in, collection,
      enforcement or other realisation of the Funding 2 Charged Property in
      accordance with the terms hereof and upon any other dealing or
      transaction under or pursuant to this Deed, the receipt of the Funding 2
      Security Trustee or any Receiver shall be an absolute and a



                                      27
<PAGE>

      conclusive discharge to a purchaser or other person dealing with the
      Funding 2 Security Trustee or such Receiver and shall relieve it of any
      obligation to see to the application of any monies paid to or by the
      direction of the Funding 2 Security Trustee or such Receiver.

13.   Set-Off

      The Funding 2 Security Trustee may at any time following the service of
      a Funding 2 Intercompany Loan Enforcement Notice without notice and
      notwithstanding any settlement of account or other matter whatsoever
      combine or consolidate all or any existing accounts of Funding 2 whether
      in its own name or jointly with others and held by it or any Funding 2
      Secured Creditor and may set-off or transfer all or any part of any
      credit balance or any sum standing to the credit of any such account
      (whether or not the same is due to Funding 2 from the Funding 2 Security
      Trustee or relevant Funding 2 Secured Creditor and whether or not the
      credit balance and the account in debit or the Funding 2 Secured
      Obligations are expressed in the same currency in which case the Funding
      2 Security Trustee is hereby authorised to effect any necessary
      conversions at its prevailing rates of exchange) in or towards
      satisfaction of any of the Funding 2 Secured Obligations (and on or at
      any time after the Funding 2 Security has become enforceable in
      accordance with Clause 6.2 (Enforceable) the Funding 2 Security Trustee
      may make such application notwithstanding any specified maturity of any
      deposits) but subject always to the Funding 2 Priority of Payments and
      may in its absolute discretion estimate the amount of any liability of
      Funding 2 which is contingent or unascertained and thereafter set-off
      such estimated amount and no amount shall be payable by the Funding 2
      Security Trustee to Funding 2 unless and until all Funding 2 Secured
      Obligations have been ascertained and fully repaid or discharged.

14.   Representations and Covenants

14.1  Representations and Warranties:

      (a)   Funding 2 hereby represents to the Funding 2 Security Trustee that
            it is, as of the date hereof, the beneficial owner of all of the
            Funding 2 Charged Property free and clear of all liens, claims,
            charges or Encumbrances except for the Funding 2 Security, and
            undertakes that it will retain all rights associated with
            ownership of the Funding 2 Charged Property free and clear of all
            liens, claims, charges and Encumbrances except for the Funding 2
            Security.

      (b)   Funding 2 represents that it has taken all necessary steps to
            enable it to create the Funding 2 Security in accordance with this
            Deed and has taken no action or steps which will or may prejudice
            its right, title and interest in, to and under the Funding 2
            Charged Property.

      (c)   Funding 2 represents that its Centre of Main Interests (as defined
            in the EU Regulation) is in the United Kingdom.

14.2  Negative Covenants: Funding 2 hereby undertakes that, for so long as any
      Funding 2 Secured Obligation remains outstanding, Funding 2 shall not,
      save to the extent contemplated in or provided in the Funding 2
      Transaction Documents or unless it has obtained the prior written
      consent of the Funding 2 Security Trustee:



                                      28
<PAGE>

      (a)   open or maintain any bank account or deposit account with any bank
            or any other financial institution other than the Funding 2 Bank
            Accounts or the Funding 2 Swap Collateral Accounts or close the
            Funding 2 Bank Accounts or the Funding 2 Swap Collateral Accounts
            other than in accordance with the Funding 2 Transaction Documents;

      (b)   either in a single transaction or in a series of transactions,
            whether related or not and whether voluntarily or involuntarily,
            sell, transfer, lease or otherwise dispose of or grant any option
            over all or any part of its assets, properties or undertakings or
            any interest, estate, right, title or benefit therein or agree or
            purport to do any of the foregoing, other than as provided for
            pursuant to the Funding 2 Transaction Documents;

      (c)   create or permit to subsist any Security Interest over or in
            respect of any of its assets (unless arising by operation of law)
            other than as provided pursuant to the Funding 2 Transaction
            Documents provided that upon it making available any Loan Tranche
            or entering into any new Funding 2 Intercompany Loan Agreement,
            Funding 2 shall be entitled to create the Security Interests (if
            any) contemplated under the applicable Deed of Accession;

      (d)   engage in any activities in the United States (directly or through
            agents), nor derive any income from United States sources as
            determined under United States income tax principles and will not
            hold any property if doing so would cause it to be engaged or
            deemed to be engaged in a trade or business within the United
            States as determined under United States tax principles; or

      (e)   establish any branches or other establishments (being any place of
            operations where a company carries on a non-transitory economic
            activity with human means and goods as defined in Article 2(h) of
            the EU Insolvency Regulation) in any jurisdiction other than
            England and shall procure that its management, the place at which
            the meetings of its directors are held and the place where the
            interests of Funding 2 are administered on a regular basis, is
            England;

      (f)   consent to any amendment to, or agree to waive or authorise any
            breach of, any provision of any of the Funding 2 Transaction
            Documents without the prior written consent of the Funding 2
            Security Trustee;

      (g)   do any act or thing the effect of which would be to make Funding 2
            resident in any jurisdiction other than the United Kingdom for
            United Kingdom tax purposes;

      (h)   hold shares or possess voting power in or in relation to any
            company, or possess any power to secure, by virtue of any powers
            conferred by the articles of association or other document
            regulating any company, control over any company, other than in
            respect of the Master Issuer and any other Funding 2 Issuer that
            it may create in the future; and

      (i)   have any employees.

14.3  Positive covenants: Funding 2 covenants and undertakes with the Funding
      2 Security Trustee for the benefit of the Funding 2 Secured Creditors
      that it shall:



                                      29
<PAGE>

      (a)   file or procure the filing with the Registrar of Companies
            pursuant to Chapter I of Part XII of the Companies Act 1985 of
            duly completed Forms 395 together with an executed original of
            this Deed and the required fee within 21 days after the date of
            this Deed;

      (b)   on the date hereof join with the Funding 2 Security Trustee in
            giving notice of the assignments by way of security and the
            security created under or pursuant to this Deed to each of the
            Seller, the Administrator, Funding, the Security Trustee and each
            Collection Bank and any other party to any Funding 2 Transaction
            Document not being a party to this Deed, and on any date hereafter
            (to the extent only that such notice and acknowledgement is not
            given under or pursuant to this Deed) join with the Funding 2
            Security Trustee in giving notice of the assignments by way of
            security and the security created under this Deed to any party to
            a Funding 2 Transaction Document entered into by Funding 2 after
            the date hereof, in the form (or substantially in the form) set
            out in Schedule 4 (Form of Notice of Assignment);

      (c)   cause to be prepared and certified by its auditors in respect of
            each Financial Year accounts in such form as will comply with
            relevant legal and accounting requirements for the time being and,
            in particular, cause to be prepared and certified by the auditors
            in respect of each of its financial years, accounts which are in
            accordance with a basis of accounting that satisfies the
            definition of "UK generally accepted accounting practice"
            contained in sub-section 50(4) of the Finance Act 2004;

      (d)   at all times keep or procure the keeping of such books of account
            and records as may be necessary to comply with all applicable laws
            and so as to enable financial statements to be prepared and allow
            the Funding 2 Security Trustee and any person or persons appointed
            by the Funding 2 Security Trustee free access to such books of
            account and records at all reasonable times during normal business
            hours upon reasonable notice in writing, provided that such
            inspection shall only be for the purposes of carrying out its
            duties under this Deed and any information so obtained shall only
            be used and passed on to any other person for the purpose of the
            Funding 2 Security Trustee carrying out its duties under this
            Deed;

      (e)   give notice in writing to the Funding 2 Security Trustee of the
            occurrence of any Funding 2 Intercompany Loan Event of Default or
            Potential Funding 2 Intercompany Loan Event of Default immediately
            upon becoming aware thereof and without waiting for the Funding 2
            Security Trustee to take any further action;

      (f)   immediately on receipt or notice of the same, supply to the
            Funding 2 Security Trustee full details of any application to the
            court for an administration order under paragraph 10 of Schedule
            B1 of the Insolvency Act 1986 made in respect of Funding 2 and
            (without prejudice to paragraph 12(2) of Schedule B1 to the
            Insolvency Act 1986) of any proposed or actual appointment of an
            administrator by the holder of a qualifying floating charge
            (within the meaning of paragraph 14 of Schedule B1 to the
            Insolvency Act 1986) or (without prejudice to paragraph 26(1) of
            Schedule B1 to the Insolvency Act 1986) by Funding 2 or its
            directors;



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<PAGE>

      (g)   give to the Funding 2 Security Trustee (i) within seven days after
            demand by the Funding 2 Security Trustee therefor and (ii)
            (without the necessity for any such demand) promptly after the
            publication of its audited accounts in respect of each Financial
            Year and in any event not later than the date required by statute
            to file or publish (whichever is earlier) such audited accounts
            after the end of each such Financial Period a certificate signed
            by two directors of Funding 2 to the effect that as at a date not
            more than seven days before delivering such certificate (the
            "certification date") there did not exist and had not existed
            since the certification date of the previous certificate (or in
            the case of the first such certificate the date hereof) any
            Funding 2 Intercompany Loan Event of Default or any Potential
            Funding 2 Intercompany Loan Event of Default (or if such then
            exists or existed specifying the same) and that during the period
            from and including the certification date of the last such
            certificate (or in the case of the first such certificate the date
            hereof) to and including the certification date of such
            certificate Funding 2 has complied with all its obligations
            contained in this Deed and each of the other Funding 2 Transaction
            Documents or (if such is not the case) specifying the respects in
            which it has not so complied;

      (h)   at all times execute all such further documents and do all such
            further acts and things as may in the opinion of the Funding 2
            Security Trustee be necessary at any time or times to give effect
            to the terms and conditions of this Deed and the other Funding 2
            Transaction Documents;

      (i)   at all times comply with the provisions of this Deed and the other
            Funding 2 Transaction Document which are expressed to be binding
            on it and to observe and perform the same;

      (j)   so far as permitted by applicable law, at all times give to the
            Funding 2 Security Trustee such information as it requires for the
            performance of its functions;

      (k)   duly and promptly pay and discharge all Taxes imposed upon it or
            its assets unless such Taxes are, in the opinion of the Funding 2
            Security Trustee, being contested in good faith by Funding 2;

      (l)   in the event of termination of the Funding 2 Bank Account
            Agreement, subject to and in accordance with the provisions of the
            Funding 2 Bank Account Agreement use its reasonable endeavours to
            enter into a replacement Funding 2 Bank Account Agreement;

      (m)   in the event of termination of the Cash Management Agreement,
            subject to and in accordance with the provisions of the Cash
            Management Agreement, use its reasonable endeavours to enter into
            a replacement Cash Management Agreement;

      (n)   in the event of the termination of the Funding 2 Basis Rate Swap
            Agreement, notify the Funding 2 Security Trustee and the Rating
            Agencies and use reasonable endeavours to enter into a replacement
            basis rate swap agreement upon terms acceptable to the Rating
            Agencies and the Funding 2 Security Trustee with a swap provider
            whom the Rating Agencies have previously



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<PAGE>

            confirmed, to Funding 2 and the Funding 2 Security Trustee, will
            not cause the then current ratings of the Notes of any Funding 2
            Issuer to be downgraded, withdrawn or qualified;

      (o)   at all times have its Centre of Main Interests (as defined in the
            EU Regulation) in the United Kingdom; and

      (p)   treat each swap transaction entered into by Funding 2 under the
            Funding 2 Basis Rate Swap Agreement as a "derivative financial
            instrument" for the purposes of Financial Reporting Standard 13
            (as from time to time amended) and any replacement of it following
            the convergence of UK GAAP and IFRS.

15.   Terms of Appointment

15.1  Section 1 of the Trustee Act 2000 shall not apply to the duties of the
      Trustee in relation to the trusts constituted by this Deed. Where there
      are any inconsistencies between the Trustee Acts and the provisions of
      this Deed, the provisions of this Deed shall, to the extent allowed by
      law, prevail and, in the case of any such inconsistency with the Trustee
      Act 2000, the provisions of this Deed shall constitute a restriction or
      exclusion for the purposes of that Act. The Trustee shall have all the
      powers conferred upon trustees by the Trustee Acts and by way of
      supplement thereto it is expressly declared as set out in the following
      provisions of this Clause 15 (Terms of Appointment).

15.2  Reliance on Information:

      (a)   The Funding 2 Security Trustee may in relation to this Deed act on
            the opinion or advice of, or a certificate or any information
            (whether addressed to the Funding 2 Security Trustee or not)
            obtained from, any lawyer, banker, valuer, surveyor, securities
            company, broker, auctioneer, accountant or other expert in the
            United Kingdom or elsewhere, whether obtained by Funding 2, the
            Funding 2 Security Trustee, any Receiver or otherwise, whether or
            not any of the aforesaid or engagement letter or other document
            entered into by the Funding 2 Security Trustee and the relevant
            person in connection therewith contains any monetary or other
            limit on the liability of the relevant person and the Funding 2
            Security Trustee shall not be responsible for any loss occasioned
            by so acting. Any such opinion, advice, certificate or information
            may be sent or obtained by letter, facsimile reproduction or in
            any other form and the Funding 2 Security Trustee shall not be
            liable for acting in good faith on any opinion, advice,
            certificate or information purporting to be so conveyed although
            the same shall contain some error or shall not be authentic
            provided that such error or lack of authenticity is not manifest.

      (b)   The Funding 2 Security Trustee may call for and shall be entitled
            to rely upon a certificate signed by two directors of Funding 2 or
            a certificate of any other person in respect of every matter and
            circumstance for which a certificate is expressly provided for
            under this Deed or the other Funding 2 Transaction Documents and
            to call for and rely upon a certificate of Funding 2 or any other
            person as to any other fact or matter prima facie within the
            knowledge of Funding 2 or such person as sufficient evidence
            thereof and the Funding 2 Security Trustee shall not be bound in
            any such case to call for further



                                      32
<PAGE>

            evidence or be responsible for any loss, liability, costs,
            damages, expenses or inconvenience that may be caused by it
            failing to do so.

      (c)   The Funding 2 Security Trustee may call for and shall be entitled
            to rely upon any document provided to it by Funding 2, the
            Mortgages Trustee or the Cash Manager in respect of every matter
            and circumstance prima facie within the knowledge of Funding 2,
            the Mortgages Trustee or the Cash Manager and the Funding 2
            Security Trustee shall not be bound in any such case to call for
            further evidence or be responsible for any loss, liability, costs,
            damages, expenses or inconvenience that may be caused by it
            failing to do so.

      (d)   The Funding 2 Security Trustee shall be entitled to act on any
            Principal Directions provided in accordance with Clause 15.9
            (Funding 2 Security Trustee to act on Issuer Security Trustee
            direction) without further enquiry and to assume that any such
            Principal Directions are (a) given in accordance with the
            provisions of this Deed and (b) given, where appropriate, in
            accordance with the directions of the Issuer Security Trustee(s),
            and the Funding 2 Security Trustee shall not be liable to any
            person for any action taken or omitted under or in connection with
            this Deed in accordance with any such Principal Directions. The
            Funding 2 Security Trustee shall be entitled to act upon any
            notice, request or other communication of any party to this Deed
            for the purposes of this Deed or any of the Transaction Documents
            if such notice, request or other communication purports to be
            signed or sent by or on behalf of any authorised signatory of such
            party.

15.3  Powers and Duties:

      (a)   The Funding 2 Security Trustee shall not have any responsibility
            for or have any duty to make any investigation in respect of or in
            any way be liable whatsoever for the nature, status,
            creditworthiness or solvency of Funding 2. Each Funding 2 Secured
            Creditor shall be solely responsible for making its own
            independent appraisal of and investigation into the financial
            condition, creditworthiness, affairs, status and nature of Funding
            2 and the Funding 2 Security Trustee shall not at any time have
            any responsibility for the same and each Funding 2 Secured
            Creditor shall not rely on the Funding 2 Security Trustee in
            respect thereof.

      (b)   The Funding 2 Security Trustee shall not be responsible for the
            scope or accuracy of any recitals, statements, warranty,
            representation or covenant of any party (other than the Funding 2
            Security Trustee) contained herein or in any other Funding 2
            Transaction Document or any other document entered into in
            connection therewith and shall assume the accuracy and correctness
            thereof.

      (c)   The Funding 2 Security Trustee shall (save as expressly otherwise
            provided herein or in the other Transaction Documents) as regards
            all trusts, powers, authorities and discretions vested in it by
            this Deed, the other Transaction Documents or by operation of law,
            have absolute and uncontrolled discretion as to the exercise or
            non-exercise thereof and the Funding 2 Security Trustee shall not
            be responsible for any liability that may result from the exercise
            or non-exercise thereof but whenever the Funding 2 Security
            Trustee is under the



                                      33
<PAGE>

            provisions of this Deed bound to act at the request or direction
            any party, the Funding 2 Security Trustee shall nevertheless not
            be so bound unless first indemnified and/or provided with security
            to its satisfaction against all actions, proceedings, claims and
            demands to which it may render itself liable and all costs,
            charges, damages, expenses and liabilities which it may incur by
            so doing.

      (d)   The Funding 2 Security Trustee may accept without enquiry,
            requisition or objection such title as Funding 2 may have to the
            Funding 2 Charged Property or any part thereof from time to time
            and shall not be required to investigate or make any enquiry into
            or be liable for any defect or failure in the right or title of
            Funding 2 to the Funding 2 Charged Property or any part thereof
            from time to time whether or not any defect was known to the
            Funding 2 Security Trustee or might have been discovered upon
            examination, inquiry or investigation and whether or not capable
            of remedy.

      (e)   The Funding 2 Security Trustee shall not be responsible for
            exercising the rights of any of the parties under the Transaction
            Documents or considering the basis upon which the approvals or
            consents are granted by any of the parties under the Transaction
            Documents.

      (f)   The Funding 2 Security Trustee shall not be bound to give notice
            to any person of the execution of this Deed nor shall it have any
            duty to make any investigation in respect of or in any way be
            liable whatsoever for the registration, filing, protection or
            perfection of the Funding 2 Security or Funding 2 Transaction
            Documents relating to the Funding 2 Charged Property or the
            priority of the security thereby and shall not be liable for any
            failure, omission or defect in perfecting, protecting, procuring
            the registration of or further assuring the security created or
            purported to be created by or pursuant to this Deed or other
            documents entered into in connection herewith.

      (g)   The Funding 2 Security Trustee shall not have any duty to make any
            investigation in respect of or in any way be liable whatsoever for
            the failure to call for delivery of documents of title to or
            require any transfers, legal mortgages, charges or other further
            assurances in relation to any of the Funding 2 Charged Property or
            any other document.

      (h)   The Funding 2 Security Trustee shall be under no obligation to
            monitor or supervise and shall not have any duty to make any
            investigation in respect of or in any way be liable whatsoever for
            the performance or observance by Funding 2 or any other person of
            the provisions of this Deed or any other Funding 2 Transaction
            Document and shall be entitled to assume that each person is
            properly performing and complying with its obligations thereunder.

      (i)   The Funding 2 Security Trustee shall not have any responsibility
            for or have any duty to make any investigation in respect of or in
            any way be liable whatsoever for the existence, accuracy or
            sufficiency of any legal or other opinions, searches, reports,
            certificates, valuations or investigations delivered or obtained
            or required to be delivered or obtained at any time in connection
            with the Funding 2 Charged Property.



                                      34
<PAGE>

      (j)   The Funding 2 Security Trustee shall not be liable or responsible
            for any loss, cost, damage, expense or inconvenience which may
            result from anything done or omitted to be done by it under this
            Deed or under any of the other Funding 2 Transaction Documents.

      (k)   The Funding 2 Security Trustee shall have no responsibility
            whatsoever to any Funding 2 Secured Creditor as regards any
            deficiency which might arise because the Funding 2 Security
            Trustee is subject to any Tax in respect of the Funding 2 Charged
            Property or any part thereof or any income therefrom or any
            proceeds thereof or is required by law to make any withholding or
            deduction from any payment to any Funding 2 Secured Creditor.

      (l)   The Funding 2 Security Trustee will not be responsible or liable
            for any inadequacy or unfitness of any Funding 2 Charged Property
            as security or any decline in value or any loss realised upon any
            disposition of the Funding 2 Charged Property.

      (m)   The Funding 2 Security Trustee shall not be obliged to perfect the
            legal title to any Mortgage in its name or any of the Related
            Security if, in its opinion, such perfection would or might result
            in the Funding 2 Security Trustee becoming liable to or incurring
            any obligation to Funding 2 under a Mortgage or any of the Related
            Security and/or in its opinion, there is or would be insufficient
            cash to discharge, in accordance with the provisions of this Deed
            such liabilities or obligations as and when they arise.

      (n)   Notwithstanding the generality of the above, the Funding 2
            Security Trustee shall not be responsible for the execution,
            legality, effectiveness, adequacy, genuineness, validity,
            enforceability or suitability of any of the Transaction Documents
            or any of the documents relating to the Mortgage Loans or
            Mortgages or other documents entered into in connection therewith
            or any security or the priority thereof constituted or purported
            to be constituted thereby or pursuant thereto nor shall it be
            responsible or liable to any person because of any invalidity of
            any provisions of such documents or the unenforceability thereof,
            whether arising from statute, law or decision of any court and
            (without prejudice to the generality of the foregoing) the Funding
            2 Security Trustee shall not have any responsibility for, or have
            any duty to make any investigation in respect of or in any way be
            liable whatsoever for:

            (i)   the nature, status, creditworthiness or solvency of Funding
                  2 or any other person or entity who has at any time provided
                  any security or support whether by way of guarantee, charge
                  or otherwise in respect of any advance made to Funding 2;

            (ii)  the title, ownership, value, sufficiency or existence of any
                  Mortgaged Property;

            (iii) the registration, filing, protection or perfection of any
                  Mortgage Loans or Mortgages or the priority of the security
                  created thereby whether in respect of any initial advance or
                  any subsequent advance or any other sums or liabilities;



                                      35
<PAGE>

            (iv)  the scope or accuracy of any representation, warranties or
                  statements made by or on behalf of Funding 2 in any
                  application for any advance or in any mortgage or charge or
                  any document entered into in connection therewith;

            (v)   the performance or observance by Funding 2 or any other
                  person of any provisions of any Mortgage Loans or Mortgages
                  or in any document entered into in connection therewith or
                  the fulfilment or satisfaction of any conditions contained
                  therein or relating thereto or as to the existence or
                  occurrence at any time of any default, event of default or
                  similar event contained therein or waiver or consent which
                  has at any time been granted in relation to any of the
                  foregoing;

            (vi)  the existence, accuracy or sufficiency of any legal or other
                  opinions, searches, reports, certificates, valuations or
                  investigations delivered or obtained or required to be
                  delivered or obtained at any time in connection with
                  Mortgage Loans or Mortgages;

            (vii) the title of the Seller or the Mortgages Trustee to Mortgage
                  Loans or Mortgages;

            (viii) the suitability, adequacy or sufficiency of any Lending
                  Criteria and any arrears and enforcement procedures operated
                  by the Seller or compliance therewith or compliance with any
                  applicable criteria for any Further Advances or the legality
                  or recoverability or enforceability thereof or the priority
                  of the security in relation thereto;

            (ix)  the compliance of the provisions and contents of and the
                  manner and formalities applicable to the execution of the
                  Mortgage Loans or Mortgages and any documents connected
                  therewith or the making of any advance intended to be
                  secured thereby, with the relevant mortgage indemnity
                  policies and with any applicable laws or regulations
                  (including without prejudice to the generality of the
                  foregoing, the Consumer Credit Act 1974);

            (x)   the failure by the Seller to obtain or comply with any
                  licence, consent or other authority in connection with the
                  origination, sale or purchase of any of the Mortgage Loans
                  or Mortgages or the making of any advances in connection
                  therewith or the failure to effect or procure registration
                  of or to give notice to any person in relation to or
                  otherwise protect the security created or purported to be
                  created by or pursuant to any of the Mortgage Loans or
                  Mortgages or other documents entered into in connection
                  therewith;

            (xi)  the failure to call for delivery of documents of title to or
                  require any transfers, legal mortgages, charges or other
                  further assurances in relation to any of the assets the
                  subject matter of any of the Funding 2 Transaction Documents
                  or any other document;



                                      36
<PAGE>

            (xii) any accounts, books, records or files maintained by the
                  Seller, the Administrator or any other person in respect of
                  any of the Mortgage Loans or Mortgages; or

            (xiii) any other matter or thing relating to or in any way
                  connected with any Mortgage Loans or Mortgages or any
                  document entered into in connection therewith whether or not
                  similar to the foregoing.

      (o)   The Funding 2 Security Trustee shall not be responsible for, nor
            shall it have any liability with respect to, any loss or theft of
            the Funding 2 Charged Property and, without prejudice to any
            provisions relating to insurance under the Funding 2 Transaction
            Documents, the Funding 2 Security Trustee shall not be under any
            obligation to insure any of the Funding 2 Charged Property or any
            deeds or documents of title or other evidence in respect of the
            Security or to require any other person to maintain such insurance
            and the Funding 2 Security Trustee shall not be responsible for
            any loss, expense or liability which may be suffered as a result
            of the lack of or inadequacy of such insurance.

      (p)   The Funding 2 Security Trustee shall not be responsible for any
            liability occasioned to the Funding 2 Charged Property however
            caused, whether by an act or omission of Funding 2 or any other
            party to the Transaction Documents or any other person (including
            any bank, broker, depositary, warehouseman or other intermediary
            or any clearing system or operator thereof) or otherwise
            irrespective of whether the Funding 2 Charged Property is held by
            or to the order of any such persons.

      (q)   The Funding 2 Security Trustee shall not be responsible for the
            receipt or application by Funding 2 of the proceeds of any Funding
            2 Intercompany Loan.

      (r)   The Funding 2 Security Trustee shall have full power to determine
            all questions and doubts arising in relation to any of the
            provisions of this Deed and the other Funding 2 Transaction
            Documents and every such determination, whether made upon a
            question actually raised or implied in the acts or proceedings of
            the Funding 2 Security Trustee, shall be conclusive and shall bind
            the Funding 2 Security Trustee and the Funding 2 Secured
            Creditors.

      (s)   The Funding 2 Security Trustee may determine whether or not a
            default in the performance by Funding 2 of any obligation under
            the provisions of this Deed or any other Funding 2 Transaction
            Document is capable of remedy and/or whether the same is
            materially prejudicial to the interests of the Funding 2 Secured
            Creditors or any of them and if the Funding 2 Security Trustee
            shall certify that any such default is, in its opinion, not
            capable of remedy and/or materially prejudicial to the interests
            of the Funding 2 Secured Creditors or any of them, such
            certificate shall be conclusive and binding upon the Funding 2
            Secured Creditors.

      (t)   Unless provided otherwise in any Transaction Document, where a
            Funding 2 Intercompany Loan Event of Default or a Completion Event
            refers to



                                      37
<PAGE>

            materiality or like terminology, any determination of materiality
            or like terminology or the absence thereof will be in the opinion
            of Funding 2 as certified to the Funding 2 Security Trustee, which
            certificate shall be conclusive evidence of the occurrence of (or
            absence of) such circumstances.

      (u)   The Funding 2 Security Trustee shall have no liability whatsoever
            for any loss, cost, damages or expenses directly or indirectly
            suffered or incurred by any person as a result of the delivery by
            the Funding 2 Security Trustee to Funding 2 or any other party to
            the Transaction Documents of a certificate as to material
            prejudice or as to no material prejudice pursuant to the
            Conditions or any Transaction Document and any such certificate
            shall be binding on the Funding 2 Secured Creditors.

      (v)   The Funding 2 Security Trustee may, in the conduct of its trust
            business, instead of acting personally, employ and pay an agent,
            whether or not a lawyer or other professional person, to transact
            or conduct, or concur in transacting or conducting, any business
            and to do or concur in doing all acts required to be done by the
            Funding 2 Security Trustee (including the receipt and payment of
            monies). The Funding 2 Security Trustee shall not be responsible
            for any misconduct or omission on the part of any person appointed
            by it or be bound to supervise the proceedings or acts of any such
            persons and shall not be responsible for any loss, costs,
            liability or expenses incurred by any misconduct or default on the
            part of any such person, provided that the Funding 2 Security
            Trustee has exercised reasonable care in selecting any such agent.

      (w)   Any trustee of this Deed being a lawyer, accountant, broker or
            other person engaged in any profession or business shall be
            entitled to charge and be paid all usual professional and other
            charges for business transacted and acts done by him or his firm
            in connection with the trusts of this deed and the Funding 2
            Transaction Documents and also his charges in addition to
            disbursements for all other work and business done and all time
            spent by him or his firm in connection with matters arising in
            connection with this Deed and the other Funding 2 Transaction
            Documents, including matters which might or should have been
            attended to in person by a trustee not being a lawyer, accountant,
            broker or other professional person.

      (x)   The Funding 2 Security Trustee may, in the execution of all or any
            of the trusts, powers, authorities and discretions vested in it by
            this Deed or any of the other Funding 2 Transaction Documents, act
            by responsible officers or a responsible officer for the time
            being of the Funding 2 Security Trustee. The Funding 2 Security
            Trustee may also, whenever it thinks expedient in the interests of
            the Funding 2 Secured Creditors, whether by power of attorney or
            otherwise, delegate to any person or persons all or any of the
            trusts, rights, powers, duties, authorities and discretions vested
            in it by this Deed or any of the other Funding 2 Transaction
            Documents. Any such delegation may be made upon such terms and
            conditions and subject to such regulations (including power to
            sub-delegate) as the Funding 2 Security Trustee may think fit in
            the interests of the Funding 2 Secured Creditors, provided that
            the Funding 2 Security Trustee shall have exercised reasonable
            care in the selection of such delegate and, where a power to
            sub-delegate has been given,



                                      38
<PAGE>

            shall oblige the delegate to exercise reasonable care in the
            selection of any sub-delegate. The Funding 2 Security Trustee
            shall not be bound to supervise the proceedings of, or be
            responsible for any loss, costs, liability or expenses incurred by
            any misconduct or default on the part of, such delegate or
            sub-delegate. The Funding 2 Security Trustee shall give prompt
            notice to Funding 2 of the appointment of any delegate as
            aforesaid and shall procure that any delegate shall also give
            prompt notice of the appointment of any sub-delegate to Funding 2.

      (y)   Where it is necessary or desirable for any purpose in connection
            with this Deed to convert any sum from one currency to another it
            shall (unless otherwise provided by this Funding 2 Deed of Charge
            or required by law) be converted at such rate or rates in
            accordance with such method and as at such date for the
            determination of such rate of exchange, as may be specified by the
            Funding 2 Security Trustee in its absolute discretion but having
            regard to current rates of exchange if available and the Funding 2
            Security Trustee shall not be liable for any loss occasioned by
            the said conversion and any rate, method and date so specified
            shall be binding on Funding 2 and the Funding 2 Secured Creditors.

      (z)   Any consent given by the Funding 2 Security Trustee for the
            purposes of this Deed or any of the other Transaction Documents
            may be given on such terms and subject to such conditions (if any)
            as the Funding 2 Security Trustee thinks fit and may be given
            retrospectively. The Funding 2 Security Trustee may (subject to
            the provisions of Clause 15.9 (Funding 2 Security Trustee to act
            on Issuer Security Trustee direction)) give any consent or
            approval, exercise any power, authority or discretion or take any
            similar action (whether or not such consent, approval, power,
            authority, discretion or action is specifically referred to in
            this Deed) if it is satisfied that the interests of the Funding 2
            Secured Creditors will not be materially prejudiced thereby.

      (aa)  The Funding 2 Security Trustee shall not be liable for any error
            of judgment made in good faith by any officer or employee of the
            Funding 2 Security Trustee assigned by the Funding 2 Security
            Trustee to administer its corporate trust matters.

      (bb)  The Funding 2 Security Trustee shall not (unless required by law
            or ordered to do so by a court of competent jurisdiction) be
            required to disclose to any Funding 2 Secured Creditor or other
            person any information made available to the Funding 2 Security
            Trustee by Funding 2 or any other person in connection with the
            trusts of this Deed or the Funding 2 Transaction Documents and no
            Funding 2 Secured Creditor or other person shall be entitled to
            take any action to obtain from the Funding 2 Security Trustee any
            such information.

      (cc)  Notwithstanding anything else in this Deed or the other Funding 2
            Transaction Documents, the Funding 2 Security Trustee may refrain
            from doing anything which would or might in its opinion be
            contrary to any law of any jurisdiction or any directive or
            regulation of any governmental agency or which would or might
            otherwise render it liable to any person and may do anything which
            is, in its opinion, necessary to comply with any such law,
            directive or regulation.



                                      39
<PAGE>

      (dd)  The powers conferred by this Deed upon the Funding 2 Security
            Trustee or any Receiver shall be in addition to and not in
            substitution for any powers which may from time to time be
            conferred on the Funding 2 Security Trustee or any such Receiver
            by statute or under common law.

      (ee)  The Funding 2 Security Trustee has no duties or responsibilities
            except those expressly set out in this Deed or in the Funding 2
            Transaction Documents.

      (ff)  The Funding 2 Security Trustee shall not be responsible for the
            maintenance of the rating of the Notes.

      (gg)  The Funding 2 Security Trustee may appoint and pay any person to
            act as a custodian or nominee on any terms in relation to such
            assets of the trusts constituted by this Deed as the Funding 2
            Security Trustee may determine, including for the purpose of
            depositing with a custodian this Deed or any document relating to
            the trusts constituted by this Deed and the Funding 2 Security
            Trustee shall not be responsible for any Liability incurred by
            reason of the misconduct, omission or default on the part of any
            person appointed by it hereunder or be bound to supervise the
            proceedings or acts of such person; the Funding 2 Security Trustee
            is not obliged to appoint a custodian if the Funding 2 Security
            Trustee invests in securities payable to bearer.

15.4  No Financial Liability: Notwithstanding anything else herein contained,
      the Funding 2 Security Trustee may refrain from taking any action or
      exercising any right, power, authority or discretion vested in it under
      this Deed, any other Transaction Document, any Funding 2 Charged
      Property or any other agreement relating to the transactions herein or
      therein contemplated until it has been indemnified and/or secured to its
      satisfaction against and all liabilities which might be brought, made or
      conferred against or suffered, incurred or sustained by it as a result.
      Notwithstanding any other provision of this Deed or of any other
      Transaction Document, nothing shall require the Funding 2 Security
      Trustee to risk its own funds or otherwise incur any financial liability
      in the performance of any of its duties or in the exercise of any of its
      rights or powers or otherwise in connection with this Deed or any other
      Funding 2 Transaction Document (including, without limitation, forming
      any opinion or employing any legal, financial or other adviser), if it
      shall believe that repayment of such funds or adequate indemnity against
      such risk or liability is not assured to it. Further, without prejudice
      to the right of indemnity by law given to trustees, Funding 2 hereby
      covenants further, to reimburse, pay or discharge (on a full indemnity
      basis) on demand the Funding 2 Security Trustee and every attorney,
      receiver, manager, agent, delegate or other person appointed by it under
      this Deed from and against all Liabilities incurred by or made against
      it or him in the execution or purported execution of the trusts of this
      Deed or of its or his powers or in respect of any matter or thing done
      or omitted in any way relating to this Deed or any of the other Funding
      2 Transaction Documents except such as may arise from the negligence or
      wilful misconduct or fraud of any such indemnified person.

15.5  Assumption of No Default:

      (a)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Funding 2 Intercompany Loan Event of Default or
            Potential Funding 2 Intercompany Loan Event of Default has
            happened and, until it shall have



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<PAGE>

            actual knowledge or express notice to the contrary, the Funding 2
            Security Trustee shall be entitled to assume that no such Funding
            2 Intercompany Loan Event of Default or Potential Funding 2
            Intercompany Loan Event of Default has happened and that Funding 2
            is observing and performing all the obligations on its part
            contained in any Funding 2 Intercompany Loan Agreement and no
            event has happened as a consequence of which a Funding 2
            Intercompany Loan may become repayable.

      (b)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Completion Event or any failure by the Seller to
            comply with any of its obligations under the Mortgage Sale
            Agreement or any event which with the giving of notice or expiry
            of any grace period or certification as specified in respect of
            such Completion Event or Seller failure of its obligations would
            constitute the same has happened and, until it shall receive
            express notice to the contrary from any party to the Transaction
            Documents, the Funding 2 Security Trustee shall be entitled to
            assume that no such Completion Event or Seller failure of its
            obligations or such other event as described above has happened
            and that Funding 2, the Administrator or the Seller (as the case
            may be) is observing and performing all of their respective
            obligations contained in each of the Transaction Documents to
            which they are a party.

      (c)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any material breach of any of the representations and
            warranties referred to in Clause 7 (Warranties and Repurchase by
            the Seller) of the Mortgage Sale Agreement or any event which with
            the giving of notice or expiry of any grace period or
            certification as specified in such representation and warranties
            would constitute the same has happened and, until it shall receive
            express notice to the contrary from any party to the Transaction
            Documents, the Funding 2 Security Trustee shall be entitled to
            assume that no such breach or such other event as described above
            has happened and that the Seller is observing and performing its
            obligations contained in the Mortgage Sale Agreement.

      (d)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Administrator Termination Event or any event which
            with the giving of notice or expiry of any grace period or
            certification as specified in respect of such Administrator
            Termination Event would constitute the same has happened and,
            until it shall receive express notice to the contrary pursuant to
            Clause 19.5 (Notification of Termination Event) of the
            Administration Agreement, the Funding 2 Security Trustee shall be
            entitled to assume that no such Administrator Termination Event
            under the Administration Agreement or such other event as
            described above has happened and that the Administrator is
            observing and performing all of its obligations contained in each
            of the Transaction Documents to which it is a party.

      (e)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Cash Manager Termination Event or any event which with
            the giving of notice or expiry of any grace period or
            certification as specified in such Cash Manager Termination Event
            would constitute the same has happened and, until it shall receive
            express notice to the contrary pursuant to Clause 12.4 (Note of
            Event of Default) of the Cash Management Agreement, the Funding 2
            Security Trustee shall be entitled to assume that no such Cash
            Manager



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<PAGE>

            Termination Event or such other event as described above has
            happened and that the Cash Manager is observing and performing its
            obligations contained in the Cash Management Agreement.

      (f)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Termination Event under the Funding 2 Bank Account
            Agreement or any event which with the giving of notice or expiry
            of any grace period or certification as specified in the Funding 2
            Bank Account Agreement, would constitute the same has happened
            and, until it shall receive express notice to the contrary
            pursuant to Clause 8 (Termination) of the Funding 2 Bank Account
            Agreement, the Funding 2 Security Trustee shall be entitled to
            assume that no such termination event under the Funding 2 Bank
            Account Agreement or such other event as described above has
            happened and that the Account Bank is observing and performing its
            obligations contained in the Funding 2 Bank Account Agreement.

      (g)   The Funding 2 Security Trustee shall not be bound to ascertain
            whether any Flexible Mortgages Loans or part thereof is
            unenforceable and/or does not fall within the first ranking charge
            by way of legal mortgage or standard security over the relevant
            Mortgaged Property has happened and, until it shall receive
            express notice to the contrary from any party to the Transaction
            Documents, the Funding 2 Security Trustee shall be entitled to
            assume that no such event has happened.

15.6  Commercial Transactions: The Funding 2 Security Trustee shall not, and
      no director, officer or employee of any corporation being a Funding 2
      Security Trustee hereof shall by reason of the fiduciary position of the
      Funding 2 Security Trustee be in any way precluded from making any
      commercial contracts or entering into any commercial transactions with
      any party to the Funding 2 Transaction Documents, whether directly or
      through any subsidiary or associated company, or from accepting the
      trusteeship of any other debenture stock, debentures or securities of
      any party to the Funding 2 Transaction Documents, and without prejudice
      to the generality of these provisions, it is expressly declared that
      such contracts and transactions include any contract or transaction in
      relation to the placing, underwriting, purchasing, subscribing for or
      dealing with or lending monies upon or making payments in respect of or
      any stock, shares, debenture stock, debentures or other securities of
      any party to the Funding 2 Transaction Documents or any contract of
      banking or insurance of any party to the Funding 2 Transaction Documents
      and neither the Funding 2 Security Trustee nor any such director,
      officer or employee shall be accountable to any Funding 2 Secured
      Creditor or to any party to the Funding 2 Transaction Documents for any
      profit, fees, commissions, interest, discounts or share of brokerage
      earned, arising or resulting from any such contracts or transactions,
      and the Funding 2 Security Trustee and any such director, officer or
      employee shall also be at liberty to retain the same without accounting
      therefor.

15.7  Trustee Liable for Negligence: None of the provisions of this Deed or of
      any other Transaction Document to which the Funding 2 Security Trustee
      is party shall, in any case in which the Funding 2 Security Trustee has
      failed to show the degree of care and diligence required of it as
      security trustee under this Deed, having regard to the provisions of
      this Deed conferring on the Funding 2 Security Trustee any powers,
      authorities or discretions, relieve or indemnify the Funding 2 Security
      Trustee against



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<PAGE>

      any liabilities which by virtue of any rule of law would otherwise
      attach to it in respect of any negligence, default, breach of duty or
      breach of trust of which it may be guilty in relation to its duties
      under this Deed.

15.8  Delegation of Certain Functions to Authorised Third Party: Without
      prejudice to the provisions of this Deed, references to the Funding 2
      Security Trustee taking action in connection with any duty of the Seller
      or Administrator under any Transaction Document shall be read subject to
      Clause 25 (Security Trustee: Authorised Third Party) and Schedule 4
      (Authorised Third Party) of the Administration Agreement.

15.9  Funding 2 Security Trustee to act on Issuer Security Trustee direction:
      Notwithstanding any other provision in this Deed or any other Funding 2
      Transaction Document, when exercising its opinion and/or when exercising
      the rights, benefits, power, trusts, authorities, discretions and
      obligations expressed to be granted by this Deed, the other Funding
      Transaction 2 Documents or by operation of law, the Funding 2 Security
      Trustee shall (by virtue of the assignment by way of security by each
      Funding 2 Issuer of its right, title, interest and benefit in this Deed
      to the relevant Issuer Security Trustee pursuant to the relevant Issuer
      Deed of Charge), for so long as there are any Funding 2 Intercompany
      Loans outstanding, act only at the request or in accordance with the
      directions of the relevant Issuer Security Trustee(s) and shall not be
      responsible for any Liability that may result from the exercise or
      non-exercise thereof (including any Liability occasioned by any delay or
      failure on the part of the Issuer Security Trustee(s) to make any such
      request or to give any such direction) provided that:

      (a)   if there is a conflict between the interests (as directed by the
            Issuer Security Trustee(s)) of holders of Notes issues by more
            than one Funding 2 Issuer or a conflict in directions received
            from the Issuer Security Trustee(s), the Funding 2 Security
            Trustee shall have regard only to the interests or directions, as
            applicable, of the Issuer Security Trustee or Issuer Security
            Trustee(s) acting as trustees in respect of the Issuer Security
            granted in relation to the highest ranking class of Notes
            outstanding (the "Principal Directions"); and

      (b)   if there is any conflict between the Principal Directions, due to
            more than one Funding 2 Issuer having Notes of the same class as
            their highest ranking class, the Funding 2 Security Trustee shall
            have regard only to the Principal Directions of the Issuer
            Security Trustee(s) representing the holders of the greatest
            aggregate principal amount outstanding of the highest ranking
            class of Notes, and for this purpose, the principal amount
            outstanding of any Note not denominated in Sterling shall be
            converted into Sterling at the rate specified in the relevant swap
            agreement applicable to such Note or, if at the relevant time
            there is no such currency swap agreement in effect, at the "spot
            rate" at which the relevant currency is converted into Sterling on
            the foreign exchange markets.

      AND PROVIDED FURTHER THAT

            (i)   the Funding 2 Security Trustee shall not be bound to act
                  unless it is first indemnified and/or secured to its
                  satisfaction against all actions, proceedings, claims and
                  demands to which it may render itself liable and all
                  Liabilities which it may incur by so doing; and



                                      43
<PAGE>

            (ii)  at any time when all Funding 2 Intercompany Loans have been
                  repaid in full and/or there is no further claim outstanding
                  under any Funding 2 Intercompany Loan Agreement, the
                  foregoing provisions of this Clause 15.9 (Funding 2 Security
                  Trustee to act on Issuer Security Trustee direction) shall
                  no longer apply and the Funding 2 Security Trustee shall no
                  longer be required to act at the request or direction of any
                  Issuer Security Trustee but instead shall act at the request
                  or direction (subject to proviso (i) above) of the Funding 2
                  Secured Creditor which ranks highest in the Funding 2
                  Post-Enforcement Priority of Payments.

      Any directions given by the Issuer Security Trustee(s) or, if proviso
      (ii) above applies, the Funding 2 Secured Creditor ranking highest in
      the Funding 2 Post-Enforcement Priority of Payments, in accordance with
      this Clause 15.9 (Funding 2 Security Trustee to act on Issuer Security
      Trustee direction) (and the operation of provisos (a) and (b) and
      further provisos (i) and (ii) thereof) shall be binding on all the
      Funding 2 Secured Creditors.

16.   Modification and Waiver

16.1  Modifications to Transaction Documents: Subject as expressly provided
      otherwise in any Transaction Document, the Funding 2 Security Trustee
      (subject to the provisions of Clause 15.9 (Funding 2 Security Trustee to
      act on Issuer Security Trustee direction) may from time to time and at
      any time without any consent or sanction of the Funding 2 Secured
      Creditors concur with any person in making or sanctioning any
      modification or amendment to any of the Transaction Documents:

      (a)   provided that the Funding 2 Security Trustee is of the opinion
            that such modification would not be materially prejudicial to the
            interests of the Funding 2 Secured Creditors;

      (b)   which in the Funding 2 Security Trustee's opinion is made to
            correct a manifest error or is of a formal, minor or technical
            nature or an error established as such to the satisfaction of the
            Funding Security Trustee ; or

      (c)   which it may be necessary to make or which are required by the
            Rating Agencies in respect of any person who has executed a Deed
            of Accession pursuant to Clause 2 (Security) hereto.

      Any such modification or amendment shall be binding on Funding 2 and the
      Funding 2 Secured Creditors and, unless the Funding 2 Security Trustee
      otherwise agrees, notice thereof shall be given by Funding 2 to the
      Funding 2 Secured Creditors as soon as practicable thereafter. Each of
      the Funding 2 Secured Creditors agrees from time to time to do and
      perform such other and further acts and execute and deliver any and all
      such other instruments as may be required to carry out and effect the
      intent and purpose of this Clause 16.1 (Modifications to Transaction
      Documents).

16.2  Authorisation or Waiver of Breach: Subject to Clause 15.9 (Funding 2
      Security Trustee to act on Issuer Security Trustee direction), the
      Funding 2 Security Trustee may, without the consent of the Funding 2
      Secured Creditors, without prejudice to its right in respect of any
      further or other breach, from time to time and at any time, but only if
      and in so far as in its opinion the interests of the Funding 2 Secured
      Creditors



                                      44
<PAGE>

      would not be materially prejudiced thereby authorise or waive, on such
      terms and conditions (if any) as shall seem expedient to it, any
      proposed or actual breach of any of the covenants or provisions
      contained in or arising pursuant to any of the Transaction Documents.
      Any such authorisation or waiver shall be binding on the Funding 2
      Secured Creditors and, unless the Funding 2 Security Trustee otherwise
      agrees, notice thereof shall be given by Funding 2 to the Funding 2
      Secured Creditors as soon as practicable thereafter.

16.3  Amendments and Waiver: Except as expressly provided in the preceding
      provisions of this Clause 16 (Modification and Waiver) or any other
      provision of this Deed, no amendment or waiver of any provision of this
      Deed nor consent to any departure by any of the parties therefrom shall
      in any event be effective unless the same shall be in writing and signed
      by each of the parties hereto. In the case of a waiver or consent, such
      waiver or consent shall be effective only in the specific instance and
      as against the party or parties giving it for the specific purpose for
      which it is given.

17.   Remuneration of the Funding 2 Security Trustee

17.1  Remuneration: Funding 2 shall (subject as hereinafter provided) pay to
      the Funding 2 Security Trustee an annual fee of such amount as shall
      from time to time be agreed by Funding 2 and the Funding 2 Security
      Trustee. Such remuneration shall be payable on Monthly Payment Dates
      subject to and in accordance with the Funding 2 Pre-Enforcement Revenue
      Priority of Payments or, as the case may be, the Funding 2
      Post-Enforcement Priority of Payments. Such remuneration shall accrue
      from day to day and be payable up to and including the date when all of
      the Funding 2 Secured Obligations have been paid or discharged and the
      Funding 2 Security Trustee has released, reassigned and/or discharged
      the Funding 2 Charged Property as provided in Clause 3 (Release of
      Funding 2 Charged Property).

17.2  Additional Remuneration: In the event of the occurrence of a Funding 2
      Intercompany Loan Event of Default or a Potential Funding 2 Intercompany
      Loan Event of Default or the Funding 2 Security Trustee giving a Funding
      2 Intercompany Loan Enforcement Notice or the Funding 2 Security Trustee
      considering it expedient or necessary or being requested by Funding 2 to
      undertake duties which the Funding 2 Security Trustee and Funding 2
      agree to be of an exceptional nature or otherwise outside the scope of
      the normal duties of the Funding 2 Security Trustee under this Deed,
      Funding 2 shall pay to the Funding 2 Security Trustee such additional
      remuneration as shall be agreed between them. In the event of the
      Funding 2 Security Trustee failing to agree upon whether such duties
      shall be of an exceptional nature or otherwise outside the scope of the
      normal duties of the Funding 2 Security Trustee under this Deed, or upon
      such additional remuneration, then such matter shall be determined by a
      merchant bank (acting as an expert and not as an arbitrator) selected by
      the Funding 2 Security Trustee and approved by Funding 2 or, failing
      such approval, nominated (on the application of the Funding 2 Security
      Trustee) by the President for the time being of the Law Society of
      England and Wales (the expense involved in such nomination and the fees
      of such merchant bank being payable by Funding 2) and the determination
      of any such merchant bank shall be final and binding upon the Funding 2
      Security Trustee and Funding 2.

17.3  Expenses: Funding 2 shall on written request, pay all other costs,
      charges and expenses (including legal and travelling expenses) (against
      production of invoices)



                                      45
<PAGE>

      which the Funding 2 Security Trustee or any persons appointed by it
      hereunder may properly incur including but not limited to:

      (a)   the negotiation, preparation and execution of and the exercise of
            its powers and the performance of its duties under, this Deed and
            any other Funding 2 Transaction Documents to which the Funding 2
            Security Trustee is a party;

      (b)   the use of its reasonable endeavours to appoint a substitute Cash
            Manager pursuant to the Cash Management Agreement;

      (c)   the use of its reasonable endeavours to appoint a substitute
            Administrator pursuant to the Administration Agreement;

      (d)   the preservation or attempted preservation of the Funding 2
            Security or any of the Funding 2 Charged Property;

      (e)   any other action taken by or on behalf of the Funding 2 Security
            Trustee with a view to the recovery of the Funding 2 Secured
            Obligations or for enforcing the Funding 2 Security; and

      (f)   legal and travelling expenses or documentary expenses paid by the
            Funding 2 Security Trustee in connection with the Funding 2
            Charged Property.

17.4  Indemnity: Funding 2 shall indemnify the Funding 2 Security Trustee and
      any Receiver in respect of all Liabilities to which it (or any person
      appointed by it hereunder may be or become liable or which may be
      properly incurred by it (or any such person as aforesaid) in the
      execution or purported execution of any of its trusts, powers,
      authorities and discretions hereunder or its functions under any such
      appointment or in respect of any other matter or thing done or omitted
      in any way relating to this Deed and any of the other Funding 2
      Transaction Documents to which the Funding 2 Security Trustee is a party
      save where the same arises as a result of the fraud, negligence or
      wilful default by the Funding 2 Security Trustee or, as the case may be,
      such Receiver.

17.5  Stamp Duties: Funding 2 shall, to the extent permitted by applicable
      United Kingdom law, pay all stamp duties and other duties or taxes of a
      similar nature, including for the avoidance of doubt any duty levied
      under the Stamp Act 1891 as amended and supplemented, (if any) payable
      on or arising out of or in consequence of:

      (a)   the creation of the security constituted by or pursuant to this
            Deed; and

      (b)   the execution and delivery of this Deed and documents executed
            pursuant hereto and the other Funding 2 Transaction Documents
            (except where the obligation to pay all stamp duties and other
            duties or taxes of a similar nature is expressed to be the
            obligation of a person other than Funding 2).

17.6  VAT: All sums payable by Funding 2 under this Deed are deemed to be
      exclusive of any amount in respect of VAT. If, pursuant to any provision
      of this Deed, the Funding 2 Security Trustee or the Receiver of Funding
      2 makes any taxable or deemed taxable supply to Funding 2, then Funding
      2 shall pay to the Funding 2 Security Trustee or the Receiver of Funding
      2 (as the case may be) (in addition to the



                                      46
<PAGE>

      consideration for the supply) an amount equal to the VAT charged in
      respect of such taxable or deemed taxable supply against production of a
      valid VAT invoice.

17.7  Interest: Subject as provided in Clause 17.8 (Payment), all sums payable
      by Funding 2 under this Clause 17 (Remuneration of the Funding 2
      Security Trustee) shall be payable on demand or, in the case of any
      remuneration payable under Clause 17.1 (Remuneration) on the due date
      specified therein and shall carry interest at the rate per annum, which
      is one per cent. per annum above the base rate from time to time of the
      National Westminster Bank Plc from the date on which they were paid,
      charged or incurred by the Funding 2 Security Trustee or any Receiver
      or, in the case of remuneration, the due date for payment thereof, to
      the date of actual payment, and in all other cases shall (if not paid on
      the date specified in such demand or, if later, within three days after
      such demand and, in either case, the Funding 2 Security Trustee so
      requires) carry interest at such rate from the date specified in such
      demand.

17.8  Payment: Notwithstanding the other provisions of this Deed, any amount
      owing by Funding 2 pursuant to this Clause 17 (Remuneration of the
      Funding 2 Security Trustee) shall only be payable by Funding 2 subject
      to and in accordance with the Funding 2 Pre-Enforcement Revenue Priority
      of Payments or, as the case may be, the Funding 2 Post-Enforcement
      Priority of Payments.

17.9  Survival: Unless otherwise specifically stated in any discharge of this
      Deed, the provisions of this Clause 17 (Remuneration of the Funding 2
      Security Trustee) shall continue in full force and effect
      notwithstanding such discharge.

18.   Appointment, Removal and Retirement of Funding 2 Security Trustee

18.1  Power of Funding 2: The power of appointing a new Funding 2 Security
      Trustee and removing the Funding 2 Security Trustee or any new Funding 2
      Security Trustee shall be vested in Funding 2 but such appointment or
      removal must be approved by the Issuer Security Trustee, after
      consultation with each of the Funding 2 Secured Creditors (such approval
      not to be unreasonably withheld or delayed). A trust corporation may be
      appointed sole trustee hereof but subject thereto there shall be at
      least two trustees hereof, one at least of which shall be a trust
      corporation. Any appointment of a new Funding 2 Security Trustee and any
      retirement of an existing Funding 2 Security Trustee hereof shall as
      soon as practicable thereafter be notified by Funding 2 to the Funding 2
      Secured Creditors.

18.2  U.S. Investment Company Act: Any new Funding 2 Security Trustee must (i)
      meet the requirements of section 26(a)(1) of the U.S. Investment Company
      Act of 1940, as amended; (ii) not be an "affiliate" (as defined in Rule
      405 of the U.S. Securities Act of 1933, as amended) of any Funding 2
      Issuer or of any person involved in the organisation or operation of any
      Funding 2 Issuer; (iii) not offer or provide credit or credit
      enhancement to any Funding 2 Issuer; and (iv) execute an agreement or
      instrument concerning the Notes containing provisions to the effect set
      forth in section 26(a)(3) of the U.S. Investment Company Act of 1940, as
      amended.

18.3  Powers of Funding 2 Security Trustee to appoint: Notwithstanding the
      provisions of Clause 18.1 (Power of Funding 2), the Funding 2 Security
      Trustee may (as attorney for Funding 2) upon giving prior notice to
      Funding 2 but without the consent of Funding 2 or the Funding 2 Secured
      Creditors appoint any person established or



                                      47
<PAGE>

      resident in any jurisdiction (whether a trust corporation or not) to act
      either as a separate trustee or as a co-trustee jointly with the Funding
      2 Security Trustee:

      (a)   if the Funding 2 Security Trustee considers such appointment to be
            in the interests of the Funding 2 Secured Creditors; or

      (b)   for the purposes of conforming to any legal requirement,
            restriction or condition in any jurisdiction in which any
            particular act or acts are to be performed or any Funding 2
            Charged Property is or is to be located; or

      (c)   for the purposes of obtaining a judgement in any jurisdiction or
            the enforcement in any jurisdiction either of a judgement already
            obtained or of the provisions of this Deed or any of the other
            Funding 2 Transaction Documents to which the Funding 2 Security
            Trustee is a party or obligations arising pursuant thereto or of
            any of the Funding 2 Security.

      Funding 2 hereby irrevocably appoints the Funding 2 Security Trustee to
      be its attorney in its name and on its behalf to execute any such
      instrument of appointment. Such a person shall (subject always to the
      provisions of this Deed and any other Funding 2 Transaction Document to
      which the Funding 2 Security Trustee is a party) have such trusts,
      powers, authorities and discretions (not exceeding those conferred on
      the Funding 2 Security Trustee by this Deed or any of the other Funding
      2 Transaction Documents to which the Funding 2 Security Trustee is a
      party) and such duties and obligations as shall be conferred or imposed
      on it by the instrument of appointment. The Funding 2 Security Trustee
      shall have power in like manner to remove any such person. Such proper
      remuneration as the Funding 2 Security Trustee may pay to any such
      person, together with any attributable costs, charges and expenses
      incurred by it in performing its function as such separate trustee or
      co-trustee, shall for the purposes of this Deed be treated as costs,
      charges and expenses incurred by the Funding 2 Security Trustee.

18.4  Multiple Trustees: Whenever there shall be more than two trustees
      hereof, the majority of such trustees shall (provided such majority
      includes a trust corporation) be competent to execute and exercise all
      the trusts, powers, authorities and discretions vested by this Deed and
      any of the other Funding 2 Transaction Documents in the Funding 2
      Security Trustee generally.

18.5  Retirement of Funding 2 Security Trustee: Subject as provided in Clause
      18.6 (Retirement or Removal not Effective), any Funding 2 Security
      Trustee for the time being of this Deed may retire at any time upon
      giving not less than three calendar months' prior notice in writing to
      Funding 2 without assigning any reason therefor and without being
      responsible for any costs resulting from such retirement.

18.6  Retirement or Removal not Effective: The retirement or removal of any
      Funding 2 Security Trustee shall not become effective unless (1) there
      remains at least one trustee hereof being a trust corporation in office
      upon such retirement or removal and (2) there remains at least one
      trustee of each Issuer Trust Deed and each Issuer Deed of Charge being
      the same trust corporation. Funding 2 covenants that, in the event of a
      trustee (being a sole trustee or the only trust corporation) giving
      notice under Clause 18.5 (Retirement of Funding 2 Security Trustee) or
      being removed as referred to in Clause 18.1 (Power of Funding 2) it
      shall use its best endeavours to procure a new



                                      48
<PAGE>

      Funding 2 Security Trustee of this Deed (being a trust corporation) to
      be appointed as soon as reasonably practicable thereafter (for the
      avoidance of doubt, in the same terms as this Deed). If within 60 days
      of having given notice of its intention to retire, Funding 2 has failed
      to appoint a replacement Funding 2 Security Trustee, the outgoing
      Funding 2 Security Trustee will be entitled to appoint its successor
      (provided that the Rating Agencies confirm that the then current ratings
      of the Notes of any Funding 2 Issuer shall not be either downgraded,
      reviewed or withdrawn as a result of such appointment).

18.7  Funding 2 Security Trustee, Note Trustee and Issuer Security Trustee: If
      the Funding 2 Security Trustee retires or is removed in accordance with
      the provisions of this Clause 18 (Appointment, Removal and Retirement of
      Funding 2 Security Trustee) then each Note Trustee and each Issuer
      Security Trustee shall retire at the same time in accordance with the
      provisions of the applicable Issuer Trust Deed and the applicable Issuer
      Deed of Charge. If a Note Trustee retires or is removed in accordance
      with the provisions of the applicable Issuer Trust Deed and/or an Issuer
      Security Trustee retires or is removed in accordance with the provisions
      of the applicable Issuer Deed of Charge, then the Funding 2 Security
      Trustee shall retire at the same time in accordance with the provisions
      of this Clause 18 (Appointment, Removal and Retirement of Funding 2
      Security Trustee). In each case the successor Funding 2 Security
      Trustee, each successor Note Trustee and each successor Issuer Security
      Trustee shall be the same person or persons.

18.8  Merger: Any corporation into which the Funding 2 Security Trustee may be
      merged or converted or with which it may be consolidated, or any
      corporation resulting from any merger, conversion or consolidation to
      which the Funding 2 Security Trustee shall be a party, or any
      corporation succeeding to all or substantially all the corporate trust
      business of the Funding 2 Security Trustee, shall be the successor of
      the Funding 2 Security Trustee hereunder, provided such corporation
      shall be otherwise qualified and eligible under this Clause 18
      (Appointment, Renewal and Retirement of Funding 2 Security Trustee),
      without the execution or filing of any paper or any further act on the
      part of any of the parties hereto.

19.   Miscellaneous Provisions

19.1  Evidence of Indebtedness: In any action, proceedings or claim relating
      to this Deed or the Funding 2 Security, a statement as to any amount due
      to any Funding 2 Secured Creditor or of the Funding 2 Secured
      Obligations or any part thereof or a statement of any amounts which have
      been notified to the Funding 2 Security Trustee as being amounts due to
      any Funding 2 Secured Creditor which is certified as being correct by an
      officer of the Funding 2 Security Trustee or an officer of the relevant
      Funding 2 Secured Creditor shall, save in the case of manifest error, be
      conclusive evidence that such amount is in fact due and payable.

19.2  Liability: All the liabilities and obligations of Funding 2 under or by
      virtue of this Deed shall not be impaired by:

      (a)   any failure of this Deed to be legal, valid, binding and
            enforceable as regards Funding 2 whether as a result of a lack of
            corporate powers or of directors' authority, defective execution
            or for any other reason whatsoever;



                                      49
<PAGE>

      (b)   any giving of time, forbearance, indulgence or waiver as regards
            Funding 2;

      (c)   a discharge or release of Funding 2; or

      (d)   any other matter or event whatsoever whether similar to the
            foregoing or not which might have the effect of impairing all or
            any of its liabilities or obligations except proper and valid
            payment or discharge of all Funding 2 Secured Obligations and
            amounts whatsoever which this Deed provides are to be paid by
            Funding 2 or an absolute discharge or release of Funding 2 signed
            by the Funding 2 Secured Creditors and the Funding 2 Security
            Trustee.

19.3  Funding 2 Secured Creditors: Each Funding 2 Secured Creditor shall be
      bound by the provisions of this Deed as if it contained covenants by
      each Funding 2 Secured Creditor in favour of the Funding 2 Security
      Trustee and every other Funding 2 Secured Creditor to observe and be
      bound by all the provisions of this Funding 2 Deed expressed to apply to
      Funding 2 Secured Creditors.

20.   Rights cumulative

      The respective rights of the Funding 2 Security Trustee, each Issuer
      Security Trustee, the Funding 2 Secured Creditors and any Receiver to
      this Deed are cumulative and may be exercised as often as each considers
      appropriate and are in addition to their respective rights under the
      general law. No failure on the part of the Funding 2 Security Trustee,
      each Issuer Security Trustee, the Funding 2 Secured Creditors or any
      Receiver to exercise, and no delay in exercising, any right hereunder
      shall operate as a waiver thereof, nor shall any single or partial
      exercise of any such right preclude any other or further exercise
      thereof or the exercise of any other right. The remedies in this Deed
      are cumulative and not exclusive of any remedies provided by law.

21.   Assignment

      None of the Funding 2 Secured Creditors may assign, encumber or transfer
      all or any part of its rights or benefits and/or transfer its
      obligations under this Deed without the prior written consent of the
      Funding 2 Security Trustee, save that each Funding 2 Issuer may assign
      its rights under this Deed without such consent to the applicable Issuer
      Security Trustee under the applicable Issuer Deed of Charge.

22.   Non Petition Covenant; Corporate Obligations

22.1  Each of the parties hereto hereby agrees that it shall not institute
      against the Mortgages Trustee or any Funding 2 Issuer any winding-up,
      administration, insolvency or similar proceedings in any jurisdiction
      for so long as any sum is outstanding under any Funding 2 Intercompany
      Loan Agreement or for two years plus one day since the last day on which
      any such sum was outstanding provided that the Funding 2 Security
      Trustee may prove or lodge a claim in the event of a liquidation
      initiated by any other person.

22.2  Corporate Obligations: To the extent permitted by law, no recourse under
      any obligation, covenant, or agreement of any person contained in this
      Deed shall be had against any shareholder, officer or director of such
      person as such, by the enforcement of any assessment or by any legal
      proceeding, by virtue of any statute or otherwise; it



                                      50
<PAGE>

      being expressly agreed and understood that this Agreement is a corporate
      obligation of each person expressed to be a party hereto and no personal
      liability shall attach to or be incurred by the shareholders, officers,
      agents or directors of such person as such, or any of them, under or by
      reason of any of the obligations, covenants or agreements of such person
      contained in this Deed, or implied therefrom, and that any and all
      personal liability for breaches by such person of any of such
      obligations, covenants or agreements, either under any applicable law or
      by statute or constitution, of every such shareholder, officer, agent or
      director is hereby expressly waived by each person expressed to be a
      party hereto as a condition of and consideration for the execution of
      this Deed.

23.   Notices

      Any notices or other communication or document to be given or delivered
      pursuant to this Deed to any of the parties hereto shall be sufficiently
      served if sent by prepaid first class post, by hand or by facsimile
      transmission and shall be deemed to be given (in the case of facsimile
      transmission) when despatched or (where delivered by hand) on the day of
      delivery if delivered before 17.00 hours on a London Business Day or on
      the next London Business Day if delivered thereafter or (in the case of
      first class post) when it would be received in the ordinary course of
      the post and shall be sent:

      (a)   in the case of Funding 2, to Granite Finance Funding 2 Limited
            situated at Fifth Floor, 100 Wood Street, London EC2V 7EX
            (facsimile number 020 7606 0643) for the attention of The Company
            Secretary with a copy to Northern Rock plc, Northern Rock House,
            Gosforth, Newcastle upon Tyne NE3 4PL (facsimile number 0191 213
            2203) for the attention of the Group Secretary;

      (b)   in the case of the Funding 2 Security Trustee, to The Bank of New
            York situated at 48th Floor, One Canada Square, London E14 5AL
            attention Corporate Trust (Global Structured Finance) (facsimile
            number 020 7964 6399);

      (c)   in the case of the Issuer Security Trustee, to The Bank of New
            York situated at 48th Floor, One Canada Square, London E14 5AL
            attention Corporate Trust (Global Structured Finance) (facsimile
            number 020 7964 6399);

      (d)   in the case of the Master Issuer, to Granite Master Issuer plc
            situated at Fifth Floor, 100 Wood Street, London EC2V 7EX
            (facsimile number 020 7606 0643) for the attention of The Company
            Secretary with a copy to Northern Rock plc, Northern Rock House,
            Gosforth, Newcastle upon Tyne NE3 4PL (facsimile number 0191 213
            2203) for the attention of the Group Secretary;

      (e)   in the case of the Mortgages Trustee, to Granite Finance Trustees
            Limited situated at 22 Grenville Street, St. Helier, Jersey JE4
            8PX, Channel Islands, (facsimile number 01534 609333) for the
            attention of The Company Secretary with a copy to Northern Rock
            plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
            (facsimile number 0191 213 2203) for the attention of the Group
            Secretary;



                                      51
<PAGE>

      (f)   in the case of the Cash Manager, to Northern Rock plc situated at
            Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
            (facsimile number 0191 213 2203) for the attention of the Group
            Secretary;

      (g)   in the case of the Account Bank, to Lloyds TSB Bank plc situated
            at City Office, Bailey Drive, Gillingham Business Park, Kent ME8
            0LS (facsimile number 020 7775 3642) for the attention of Jason
            Eperon;

      (h)   in the case of the Corporate Services Provider, to Law Debenture
            Corporate Services Limited situated at Fifth Floor, 100 Wood
            Street, London EC2V 7EX (facsimile number 020 7606 0643) for the
            attention of the Company Secretary;

      (i)   in the case of Moody's, to Moody's Investor Services situated at
            1st Floor, 2 Minster Court, Mincing Lane, London EC3R 7XB
            (facsimile number 020 7772 5400) for the attention of RMBS
            Monitoring;

      (j)   in the case of S&P, to Standard & Poor's situated at Garden House,
            18 Finsbury Circus, London EC2M 7NJ (facsimile number 020 7826
            3598) for the attention of Heather Dyke; and

      (k)   in the case of Fitch, to Fitch Ratings Limited situated at Eldon
            House, 2 Eldon Street, London EC2M 7UA (facsimile number: 020 7417
            6262) for the attention of European Structured Finance
            Surveillance,

      or to such other address or facsimile number or for the attention of
      such other person or entity as may from time to time be notified by any
      party to the others by fifteen days prior written notice in accordance
      with the provisions of this Clause 23 (Notices).

24.   Third Party Rights

      A person who is not a party to this Deed may not enforce any of its
      terms under the Contracts (Rights of Third Parties) Act 1999, but this
      shall not affect any right or remedy of a third party which exists or is
      available apart from that Act.

25.   Execution in Counterparts; Severability

25.1  Counterparts:

      (a)   This Deed may be executed in any number of counterparts (manually
            or by facsimile) and by different parties hereto in separate
            counterparts, each of which when so executed shall be deemed to be
            an original and all of which when taken together shall constitute
            one and the same instrument.

      (b)   Notwithstanding the provisions of Clause 25.1(a), this Deed shall
            be fully effective and binding on Funding 2 upon its execution and
            delivery of at least one copy of this Deed, notwithstanding that
            this Deed has not then been executed and delivered by any other
            party thereto or that such other party has executed or executes or
            has delivered or delivers a counterpart of this Deed.

25.2  Severability: Where any provision in or obligation under this Deed shall
      be invalid, illegal or unenforceable in any jurisdiction, the validity,
      legality and enforceability of



                                      52
<PAGE>

      the remaining provisions or obligations under this Deed, or of such
      provision or obligation in any other jurisdiction, shall not be affected
      or impaired thereby.

26.   Governing Law and Submission to Jurisdiction

26.1  Governing Law: This Deed is governed by, and shall be construed in
      accordance with, English law provided that any terms hereof which are
      particular to the laws of Scotland shall be construed in accordance with
      Scots law.

26.2  Submission to Jurisdiction: Each of the parties hereto irrevocably
      agrees that the courts of England shall have jurisdiction to hear and
      determine any suit, action or proceeding, and to settle any disputes,
      which may arise out of or in connection with this Deed and, for such
      purposes, irrevocably submits to the jurisdiction of such courts.

26.3  Process Agent: The Mortgages Trustee irrevocably and unconditionally
      appoints Mourant & Co. Capital (SPV) Limited at 69 Park Lane, Croydon,
      CR9 1TQ or otherwise at its registered office for the time being as its
      agent for service of process in England in respect of any proceedings in
      respect of this Deed undertakes that in the event of Mourant & Co.
      Capital (SPV) Limited ceasing so to act it will appoint another person
      with a registered office in London as its agent for service of process.

26.4  Forum: Each of the parties hereto irrevocably waives any objection which
      it might now or hereafter have to the courts of England being nominated
      as the forum to hear and determine any Proceedings and to settle any
      disputes, and agrees not to claim that any such court is not a
      convenient or appropriate forum.

IN WITNESS WHEREOF this Deed has been executed as a deed and delivered by the
parties hereto on the day and year first above written.

as Cash Manager, Funding 2 Basis Rate Swap Provider and Account Bank
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
NORTHERN ROCK PLC                               )
by its duly authorised attorney                 )

-------------------------


Name:

in the presence of:
                                Signature    _________________________
                                             Witness
                                Full name
                                Occupation
                                Address





                                      53
<PAGE>


as Mortgages Trustee
EXECUTED AND DELIVERED AS A DEED                            )
for and on behalf of                                        )
GRANITE FINANCE TRUSTEES LIMITED                            )
a company incorporated in Jersey, Channel Islands, by       )
          and                           , being persons     )
who, in accordance with the laws of that territory are      )
acting under the authority of the company                   )

-------------------------------


Name:



-------------------------------

Name:

in the presence of:
                                Signature   _________________________
                                            Witness
                                Full name
                                Occupation
                                Address





                                      54
<PAGE>


as Funding 2 and a Beneficiary
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
GRANITE FINANCE FUNDING 2 LIMITED               )
acting by two directors                         )

-------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director

Name:


-------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director

Name:


as Master Issuer
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
GRANITE MASTER ISSUER PLC                       )
acting by two directors                         )

-------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director

Name:


-------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director

Name:



                                      55
<PAGE>

as Corporate Services Provider
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
LAW DEBENTURE CORPORATE                         )
SERVICES LIMITED                                )
acting by a director and its secretary          )


-------------------------
Director

Name:



-------------------------
Secretary

Name:


as Funding 2 Security Trustee and Issuer Security Trustee
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
THE BANK OF NEW YORK                            )
by its duly authorised signatory                )


-------------------------------


Name:


                                      56
<PAGE>



                                  SCHEDULE 1

                      FORM OF SECURITY POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [o] by Granite Finance Funding 2 Limited.
(registered number 5249387), a private limited liability company incorporated
under the laws of England and Wales whose registered office is at Fifth Floor,
100 Wood Street, London EC2V 7EX (the "Principal").

WHEREAS

(1)   By virtue of a deed of charge dated [o] between Granite Finance Funding
      2 Limited, and The Bank of New York (in its capacity as Funding 2
      Security Trustee) (as amended and supplemented from time to time, the
      "Funding 2 Deed of Charge"), provision was made for the execution by the
      Principal of this Power of Attorney.

(2)   Words and phrases in this Power of Attorney shall (save where expressed
      to the contrary) have the same meanings respectively as the words and
      phrases in the Funding 2 Deed of Charge.

NOW THIS POWER OF ATTORNEY WITNESSETH

1.    The Principal hereby irrevocably (within the meaning of Section 4 of the
      Powers of Attorney Act 1971) and by way of security for the payment and
      performance of the Funding 2 Secured Obligations and the covenants,
      conditions, obligations and undertakings on the part of the Principal
      contained in the Funding 2 Deed of Charge and the other Funding 2
      Transaction Documents to which the Principal is a party from time to
      time appoints The Bank of New York and any other person or persons for
      the time being the Funding 2 Security Trustee or Funding 2 Security
      Trustees of and under the Funding 2 Deed of Charge (the "Attorney") and
      each and every person to whom the Funding 2 Security Trustee shall from
      time to time have delegated the exercise of the power of attorney
      conferred by this Power of Attorney (each a "Delegate") and any receiver
      including any administrative receiver and any manager (the "Receiver")
      and/or administrator (the "Administrator") appointed from time to time
      by the Attorney or on its behalf its true and lawful attorney for and in
      the Principal's name or otherwise jointly and severally to sign, seal,
      execute, deliver, perfect and do any assurance, act, matter or thing
      which the Attorney, Delegate, Receiver or Administrator considers in
      each case to be necessary for the protection or preservation of the
      Attorney's and the Funding 2 Secured Creditors' interests and rights (as
      described in the Funding 2 Deed of Charge) in and to the Funding 2
      Charged Property or which ought to be done by the Principal under the
      covenants, undertakings and provisions contained in the Funding 2 Deed
      of Charge and the other Funding 2 Transaction Documents to which the
      Principal is a party from time to time and generally to in its name and
      on its behalf to exercise all or any of the powers, authorities or
      discretions conferred by or pursuant to the Funding 2 Deed of Charge on
      the Funding 2 Security Trustee and/or any Receiver whether on or at any
      time after the Funding 2 Security has become enforceable in accordance
      with Clause 6.2 (Enforcement) of the Funding 2 Deed of Charge or in any
      other circumstances where the Attorney has become entitled to take any
      of the steps referred to in the Funding 2 Deed of Charge including
      (without limitation) any or all of the following:



                                      57
<PAGE>

      (a)   to do every act or thing which the Attorney, Delegate, Receiver or
            Administrator may deem to be necessary, proper or expedient for
            getting in any of the Funding 2 Charged Property and/or fully and
            effectively vesting, transferring or assigning the Funding 2
            Charged Property or any part thereof and/or the Principal's
            estate, right, title, benefit and/or interest therein or thereto
            in or to the Attorney and its successors in title or other person
            or persons entitled to the benefit thereof or for carrying into
            effect any other dealing with the Funding 2 Charged Property
            whatsoever permitted under the Funding 2 Deed of Charge in the
            same manner and as fully and effectively as the Principal could
            have done;

      (b)   the power by writing under its hand by an officer of the Attorney
            (including every Receiver appointed under the Funding 2 Deed of
            Charge) from time to time to appoint a substitute attorney (each a
            "Substitute") who shall have power to act on behalf of the
            Principal as if that Substitute shall have been originally
            appointed Attorney by this Power of Attorney and/or to revoke any
            such appointment at any time without assigning any reason
            therefor.

2.    In favour of the Attorney, any Delegate, any Receiver and/or
      Administrator and/or Substitute, or a person dealing with any of them
      and the successors and assigns of such a person, all acts properly done
      and documents executed or signed by the Attorney, a Delegate, a
      Receiver, an Administrator or a Substitute in the purported exercise of
      any power conferred by this Power of Attorney shall for all purposes be
      valid and binding on the Principal and its successors and assigns.

3.    The Principal irrevocably and unconditionally undertakes to indemnify
      the Attorney and each Delegate, Receiver and/or Administrator and/or
      Substitute appointed from time to time by the Attorney and their
      respective estates (each an "Indemnified Party") against all actions,
      proceedings, claims, costs, expenses and liabilities of every
      description arising from the exercise, or the purported exercise, of any
      of the powers conferred by this Power of Attorney, save where the same
      arises as the result of the fraud, negligence or wilful default of the
      relevant Indemnified Party or its officers or employees.

4.    The provisions of Clause 3 shall continue in force after the revocation
      or termination, howsoever arising, of this Power of Attorney.

5.    The laws of England and Wales shall apply to this Power of Attorney and
      the interpretation thereof and to all acts of the Attorney and each
      Delegate, Receiver and/or Administrator and/or Substitute carried out or
      purported to be carried out under the terms hereof.

6.    The Principal hereby agrees at all times hereafter to ratify and confirm
      whatsoever the said Attorney or its attorney or attorneys or any
      Delegate, Receiver or Administrator or Substitute shall properly and
      lawfully do or cause to be done in and concerning the Funding 2 Charged
      Property.

IN WITNESS whereof this Power of Attorney has been executed as a deed by the
Principal the day and year first before written.



                                      58
<PAGE>

Executed by
GRANITE FINANCE FUNDING 2 LIMITED
as its deed as follows:
Signed for and on its behalf by one
of its directors and by another of
its directors/its secretary                By_________________________________
                                             Director

                                           Name_______________________________


                                           By_________________________________
                                             Director/Secretary

                                           Name_______________________________


                                      59
<PAGE>
                                                                 Exhibit 4.5.2

                                  SCHEDULE 2

                           FORM OF DEED OF ACCESSION

THIS DEED OF ACCESSION is made on [           ]

BETWEEN:

(1)   GRANITE FINANCE FUNDING 2 LIMITED (registered number 5249387) a private
      limited liability company incorporated under the laws of England and
      Wales whose London branch is at Fifth Floor, 100 Wood Street, London
      EC2V 7EX;

(2)   THE BANK OF NEW YORK, a New York banking corporation whose London branch
      address is at 48th Floor, One Canada Square, London E14 5AL, United
      Kingdom, in its capacity as (i) Funding 2 Security Trustee and (2)
      Issuer Security Trustee to the Master Issuer;

(3)   GRANITE MASTER ISSUER PLC (registered number 525066B), a public limited
      company incorporated under the laws of England and Wales, whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX;

(4)   GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) a private
      limited liability company incorporated under the laws of Jersey whose
      registered office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX
      Channel Islands in its capacity as Mortgages Trustee;

(5)   NORTHERN ROCK PLC (registered number 03273685) 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, in its
      capacity as (1) Cash Manager (2) Funding 2 Basis Rate Swap Provider and
      (3) Account Bank; and

(6)   LAW DEBENTURE CORPORATE SERVICES LIMITED, a private limited company
      incorporated under the laws of England and Wales whose registered office
      is Fifth Floor, 100 Wood Street, London EC2V 7EX in its capacity as
      Corporate Services Provider; and

(7)   [Any other additional secured creditor of Funding 2](the "New Funding 2
      Secured Creditor").

NOW THIS DEED OF ACCESSION WITNESSES AS FOLLOWS

WHEREAS:

(A)   [Pursuant to the terms of a [describe agreement] (the "Agreement") dated
      [ ] made between Funding 2 and the New Funding 2 Secured Creditor,
      Funding 2 has agreed to [describe nature of the obligations of Funding 2
      under the Agreement].

(B)   This Deed is supplemental to a deed of charge dated [o] between, amongst
      others, Granite Finance Funding 2 Limited and The Bank of New York (in
      its capacity as Funding 2 Security Trustee) (as amended and supplemented
      from time to time the "Funding 2 Deed of Charge"), pursuant to which
      Funding 2 agreed to provide the



                                      60
<PAGE>

      Funding 2 Security Trustee with the benefit of the Funding 2 Security to
      secure Funding 2's obligations to the Funding 2 Secured Creditors
      including the New Funding 2 Secured Creditor.

(C)   The terms of the Funding 2 Deed of Charge permit Funding 2 to secure its
      obligations to a New Funding 2 Secured Creditor thereunder.

(D)   The New Funding 2 Secured Creditor has agreed to enter into this Deed of
      Accession (this "Deed") to accede to the provisions of the Funding 2
      Deed of Charge.

(E)   The Funding 2 Secured Creditors have agreed to enter into this Deed [and
      to agree consequential changes to the Funding 2 Priority of Payments set
      out in Part I, Part II and Part III of Schedule 3 of the Funding 2 Deed
      of Charge as are required and any [other] amendment as may be required
      to give effect to this Deed] [and to acknowledge the Security Interests
      created hereunder].

1.    Interpretation

      The provisions of the Programme Master Definitions Schedule signed for
      the purposes of identification by Brown and Wood and Allen & Overy LLP
      on [?], 2005 (as the same may be amended, varied or supplemented from
      time to time with the consent of the parties hereto) are expressly and
      specifically incorporated into this Deed.

2.    Representations and Warranties

2.1   The New Funding 2 Secured Creditor hereby represents and warrants to the
      Funding 2 Security Trustee and each of the Funding 2 Secured Creditors
      in respect of itself that as of the date of this Deed:

      (a)   pursuant to the terms of the Agreement, Funding 2 has agreed to
            pay to the New Funding 2 Secured Creditor the amount (if any)
            [describe in relation to the Agreement]; and

      (b)   the Agreement expressly provides that all amounts due from Funding
            2 thereunder are to be secured by or pursuant to the Funding 2
            Deed of Charge.

2.2   Funding 2 hereby represents and warrants to the Funding 2 Security
      Trustee and each of the Funding 2 Secured Creditors that as at the date
      of this Deed, the conditions to incurring further secured financial
      indebtedness set out in Clause 2 (Security) of the Funding 2 Deed of
      Charge are satisfied.



                                      61
<PAGE>


3.    Accession

      In consideration of the New Funding 2 Secured Creditor being accepted as
      a Funding 2 Secured Creditor for the purposes of the Funding 2 Deed of
      Charge by the parties thereto as from [date], the New Funding 2 Secured
      Creditor:

      (a)   confirms that as from [date], it intends to be a party to the
            Funding 2 Deed of Charge as a Funding 2 Secured Creditor;

      (b)   undertakes to comply with and be bound by all of the provisions of
            the Master Definitions Schedule (as the same may be amended,
            varied or restated from time to time) and the Funding 2 Deed of
            Charge in its capacity as a Funding 2 Secured Creditor, as if it
            had been an original party thereto;

      (c)   undertakes to perform comply with and be bound by all of the
            provisions of the Funding 2 Deed of Charge in its capacity as a
            Funding 2 Secured Creditor, as if it had been an original party
            thereto including, without limitation, Clause 19.3 (Funding 2
            Secured Creditors) (including without limitation Clauses 7.3
            (Funding 2 Post-Enforcement Priority of Payments), 7.6 (Funding 2
            Security Trustee Rights upon Enforcement) and Clause 5
            (Restrictions on Exercise of Certain Rights)); and

      (d)   agrees that the Funding 2 Security Trustee shall be the Funding 2
            Security Trustee of the Funding 2 Deed of Charge for all Funding 2
            Secured Creditors upon and subject to the terms set out in the
            Funding 2 Deed of Charge.

4.    [Security(1)

      (a)   Funding 2 by way of first fixed security for the payment or
            discharge of the Funding 2 Secured Obligations, subject to Clause
            3 (Release of Funding 2 Charged Property) of the Funding 2 Deed of
            Charge, hereby [Insert appropriate security provisions and details
            of further assets]; and

      (b)   Each of the dispositions of or charges over property effected in
            or pursuant to this Deed is made with full title guarantee (or, in
            relation to assets or rights situated in or governed by the laws
            of Scotland, with absolute warrandice). ]

5.    [Application(2)

      Prior to and following enforcement of the Funding 2 Security all amounts
      at any time held by Funding 2, the Cash Manager or the Funding 2
      Security Trustee in respect of the security created under this Deed
      shall be held and/or applied by such person subject to and in accordance
      with the relevant provisions of the Funding 2 Deed of Charge.]

6.    Scope of the Funding 2 Deed of Charge


(1) Include if necessary.

(2) Include if necessary.
                                      62
<PAGE>

      Funding 2, the New Funding 2 Secured Creditor and the Funding 2 Secured
      Creditors (including the Funding 2 Security Trustee) hereby agree that
      for the relevant purposes under the Funding 2 Deed of Charge and the
      Master Definitions Schedule:

      (a)   the Agreement shall be treated as a Funding 2 Transaction
            Document; [and]

      (b)   [the property and assets of Funding 2 expressed to be assigned by
            way of security or charged pursuant to this Deed of Accession
            shall constitute Funding 2 Charged Property;][and]

      (c)   the New Funding 2 Secured Creditor shall be treated as a Funding 2
            Secured Creditor.

7.    Notices and Acknowledgements

      (a)   The execution of this Deed by the New Funding 2 Secured Creditor
            shall constitute notice to such New Funding 2 Secured Creditor of
            the assignments made by Funding 2 pursuant to Clause 2 (Security)
            of the Funding 2 Deed of Charge. The execution of this Deed by
            each other Funding 2 Secured Creditor shall constitute notice to
            such Funding 2 Secured Creditor of the assignments made by Funding
            2 pursuant to this Deed.

      (b)   By its execution of this Deed, the New Funding 2 Secured Creditor
            acknowledges that it has notice of and consents to the
            assignments, charges and Security Interests made or granted by
            Funding 2 pursuant to Clause 2 (Security) of the Funding 2 Deed of
            Charge and also acknowledges that as at the date hereof it has not
            received from any other person any notice of any assignment or
            charge of any of the property the subject of such Security
            Interests. By its execution of this Deed, each other Funding 2
            Secured Creditor acknowledges that it has notice of and consents
            to the assignments, charges and Security Interests made or granted
            by Funding 2 pursuant to this Deed of Accession and also
            acknowledges that as at the date hereof it has not received from
            any other person any notice of any assignment or charge of any of
            the property the subject of such Security Interests.

      (c)   Notwithstanding the assignments and charges granted pursuant to
            Clause 2 (Security) of the Funding 2 Deed of Charge or pursuant to
            this Deed of Accession, the parties hereto acknowledge that,
            subject as provided otherwise in the Funding 2 Deed of Charge,
            each Funding 2 Secured Creditor and each other party to any
            Funding 2 Transaction Document may continue to make all payments
            becoming due to Funding 2 under any Funding 2 Transaction Document
            in the manner envisaged by such Funding 2 Transaction Document
            until the receipt of written notice from the Funding 2 Security
            Trustee or any Receiver requiring payments to be made otherwise.



                                      63
<PAGE>

[8. Amendment to the Funding 2 Priority of Payments

      The Funding 2 Secured Creditors agree to amend and restate the Funding 2
      Priority of Payments set out in Part I and Part II of Schedule 3 of the
      Funding 2 Deed of Charge in accordance with Appendix 1 hereto.](3)

9.    Notices and Demands

      Any notice or communication under or in connection with this Deed, the
      Funding 2 Deed of Charge shall be given in the manner and at the times
      set out in Clause 23 (Notices) of the Funding 2 Deed of Charge to the
      addresses given in this Clause or at such other address as the recipient
      may have notified to the other parties hereto and/or thereto in writing.

      The address referred to in this Clause 9 for the New Funding 2 Secured
      Creditor is:

      [                   ]

      For the attention of:   [            ]

      Telephone:        [            ]

      Facsimile:        [            ]

      or such other address and/or numbers as the New Funding 2 Secured
      Creditor may notify to the parties to the Funding 2 Deed of Charge in
      accordance with the provisions thereof.

10.   Non Petition Covenant

      Each of the parties hereto hereby agrees that it shall not institute
      against the Mortgages Trustee or any Funding 2 Issuer any winding-up,
      administration, insolvency or similar proceedings in any jurisdiction
      for so long as any sum is outstanding under any Funding 2 Intercompany
      Loan Agreement or for two years plus one day since the last day on which
      any such sum was outstanding provided that the Funding 2 Security
      Trustee may prove or lodge a claim in the event of a liquidation
      initiated by any other person.

11.   Third Party Rights

      A person who is not a party to this Deed may not enforce any of its
      terms under the Contracts (Rights of Third Parties) Act 1999, but this
      shall not affect any right or remedy of a third party which exists or is
      available apart from that Act.

12.   Execution in Counterparts

      This Deed may be executed in any number of counterparts (manually or by
      facsimile) and by different parties hereto in separate counterparts,
      each of which when so executed shall be deemed to be an original and all
      of which when taken together shall constitute one and the same
      instrument.

(3) Include if necessary.


                                      64
<PAGE>

13.   Choice of Law

      This Deed of Accession is governed by and shall be construed in
      accordance with English law.



                                      65
<PAGE>


                                EXECUTION PAGE

IN WITNESS WHEREOF this Deed has been executed as a deed and delivered by the
parties hereto on the day and year first above written.


as Beneficiary
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
GRANITE FINANCE FUNDING 2 LIMITED               )
acting by two directors                         )

-------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director

Name:


-------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director

Name:




                                      66
<PAGE>

as Funding 2 Security Trustee and Issuer Security Trustee to the Master Issuer
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
THE BANK OF NEW YORK                            )
by its duly authorised signatory                )

-------------------------------


Name:




as Master Issuer
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
GRANITE MASTER ISSUER PLC                       )
acting by two directors                         )

-------------------------
for and on behalf of
LDC Securitisation Director No. 1 Limited
Director

Name:


-------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director

Name:





                                      67
<PAGE>




as Mortgages Trustee
EXECUTED AND DELIVERED AS A DEED                            )
for and on behalf of                                        )
GRANITE FINANCE TRUSTEES LIMITED                            )
a company incorporated in Jersey, Channel Islands, by       )
                    and                 , being persons     )
who, in accordance with the laws of that territory are      )
acting under the authority of the company                   )


-------------------------------
Name:




-------------------------------

Name:

in the presence of:
                                Signature    _________________________
                                             Witness
                                Full name
                                Occupation
                                Address




                                      68
<PAGE>



as Account Bank, Cash Manager, Funding 2 Basis Rate Swap Provider and Funding
2
GIC Provider
EXECUTED AND DELIVERED AS A DEED        )
for and on behalf of                    )
NORTHERN ROCK PLC                       )
by its duly authorised attorney         )


-------------------------

Name:

in the presence of:
                                Signature   _________________________
                                            Witness
                                Full name
                                Occupation  Trainee Solicitor
                                Address     c/o Sidley Austin Brown & Wood
                                            Woolgate Exchange
                                            25 Basinghall Street
                                            London EC2V 5HA


as Corporate Services Provider
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
LAW DEBENTURE CORPORATE                         )
SERVICES LIMITED                                )
acting by a director and its secretary          )


-------------------------
Director

Name:


-------------------------
Secretary

Name:



                                      69
<PAGE>


                                  Appendix 1

             [Amended and Restated Funding 2 Priority of Payments]



                                      70
<PAGE>




                                  SCHEDULE 3

                        FUNDING 2 PRIORITY OF PAYMENTS

                                    Part I

            Funding 2 Pre-Enforcement Revenue Priority of Payments

Distribution of Funding 2 Available Revenue Receipts prior to Enforcement of
the Funding 2 Security

      On each Monthly Payment Date or, in respect of amounts due to third
parties by Funding 2 under paragraph (C), when due, prior to enforcement of
the Funding 2 Security, the Cash Manager will, subject to the Rules for
Application of Funding 2 Available Revenue Receipts (set out below), apply
Funding 2 Available Revenue Receipts in the following order of priority (the
"Funding 2 Pre-Enforcement Revenue Priority of Payments"):

(A)   first, to pay amounts due to the Funding 2 Security Trustee (together
      with interest and (to the extent not already inclusive) VAT on those
      amounts) and to provide for any amounts due or to become due during the
      following Interest Period to the Funding 2 Security Trustee under this
      Funding 2 Deed of Charge or any other Transaction Document;

(B)   second, to pay amounts due to the Master Issuer in respect of the Master
      Issuer's obligations specified in paragraphs (A) through (D) of the
      Issuer Pre-Enforcement Revenue Priority of Payments or, as the case may
      be, paragraphs (A) through (C) of the Issuer Post-Enforcement Priority
      of Payments;

(C)   third, to pay amounts due to any third party creditors of Funding 2
      (other than those referred to later in this order of priority of
      payments or in the Funding 2 Pre-Enforcement Principal Priority of
      Payments) of which the Cash Manager has notice prior to the relevant
      Monthly Payment Date, which amounts have been incurred without breach by
      Funding 2 of the Transaction Documents to which it is a party (and for
      which payment has not been provided for elsewhere) and to provide for
      any such amounts expected to become due and payable by Funding 2 during
      the following Interest Period and to pay or discharge any liability of
      Funding 2 for corporation tax on any chargeable income or gain of
      Funding 2;

(D)   fourth, to pay amounts due to the Funding 2 Liquidity Facility Provider
      under the Funding 2 Liquidity Facility Agreement, if any (except for
      amounts drawn thereunder to repay Funding 2 Liquidity Facility Principal
      Payments and any Funding 2 Liquidity Facility Subordinated Amounts);

(E)   fifth, towards payment of amounts due to the Cash Manager under the Cash
      Management Agreement (together with (to the extent not already
      inclusive) VAT on those amounts);

(F)   sixth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of amounts, if any, due to (i)
      the Account Bank under the terms



                                      71
<PAGE>

      of the Funding 2 Bank Account Agreement and (ii) the Corporate Services
      Provider under the terms of the Corporate Services Agreement;

(G)   seventh, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of all amounts (including such
      part of any Swap Termination Payment) due under the Funding 2 Basis Rate
      Swaps to the Funding 2 Basis Rate Swap Provider but excluding any
      Funding 2 Basis Rate Swap Excluded Termination Amount;

(H)   eighth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of interest due and payable on
      the AAA Loan Tranches;

(I)   ninth, towards a credit to the AAA Principal Deficiency Sub-ledger in an
      amount sufficient to eliminate any debit on that sub-ledger;

(J)   tenth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of interest due and payable on
      the AA Loan Tranches;

(K)   eleventh, after taking account of the replenishment of the Funding 2
      Liquidity Reserve Fund on that Monthly Payment Date from Funding 2
      Available Principal Receipts, replenishing the Funding 2 Liquidity
      Reserve Fund, if any, up to the Funding 2 Liquidity Reserve Required
      Amount but only to the extent that there are AAA Loan Tranches and AA
      Loan Tranches outstanding on such Monthly Payment Date;

(L)   twelfth, towards a credit to the AA Principal Deficiency Sub-ledger in
      an amount sufficient to eliminate any debit on that sub-ledger;

(M)   thirteenth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of interest due and payable on
      the A Loan Tranches;

(N)   fourteenth, towards a credit to the A Principal Deficiency Sub-ledger in
      an amount sufficient to eliminate any debit on that sub-ledger;

(O)   fifteenth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of interest due and payable on
      the BBB Loan Tranches;

(P)   sixteenth, towards a credit to the BBB Principal Deficiency Sub-ledger
      in an amount sufficient to eliminate any debit on that sub-ledger;

(Q)   seventeenth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of interest due and payable on
      the BB Loan Tranches;

(R)   eighteenth, towards a credit to the BB Principal Deficiency Sub-ledger
      in an amount sufficient to eliminate any debit on that sub-ledger;

(S)   nineteenth, to pay amounts due to the Master Issuer in respect of the
      Master Issuer's obligations to make payments under the Start-Up Loan
      Agreement(s) specified in item (J) of the Issuer Pre-Enforcement Revenue
      Priority of Payments or, as the case may be, item (O) of the Issuer
      Post-Enforcement Priority of Payments;



                                      72
<PAGE>

(T)   twentieth, after taking account any replenishment of the Funding 2
      Reserve Fund on the relevant Monthly Payment Date from Funding 2
      Available Principal Receipts, to credit the Funding 2 Reserve Ledger up
      to an amount no less than the Funding 2 Reserve Required Amount or if an
      Arrears or Step-Up Trigger Event has occurred, to credit the Funding 2
      Reserve Ledger with such additional amount as set out in paragraph 1.3
      of Schedule 5 (Utilisation of Funding 2 Reserves) of this Deed;

(U)   twenty-first, to the Master Issuer in respect of its obligations (if
      any) to make a Swap Termination Payment to any Issuer Swap Provider (but
      excluding any Issuer Swap Excluded Termination Amount);

(V)   twenty-second, in no order of priority among them but in proportion to
      the respective amounts due, to pay amounts due (without double counting)
      to:

      (i)   the Master Issuer in respect of its obligations (if any) to pay
            any Issuer Swap Excluded Termination Amount;

      (ii)  the Funding 2 Liquidity Facility Provider, if any, any Funding 2
            Liquidity Facility Subordinated Amounts due under the Funding 2
            Liquidity Facility Agreement; and

      (iii) the Funding 2 Basis Rate Swap Provider in respect of any Funding 2
            Basis Rate Swap Excluded Termination Amount;

(W)   twenty-third, towards payment to Funding 2 of an amount equal to 0.01%
      per annum of the Funding 2 Available Revenue Receipts (excluding, for
      this purpose, amounts standing to the credit of the Funding 2 Reserve
      Ledger), which amount will be retained by Funding 2 as profit, less
      corporation tax in respect of those profits provided for or paid at
      paragraph (C) above (which amounts may be distributed to the
      shareholders of Funding 2 by way of dividend);

(X)   twenty-fourth, towards payment of any Deferred Contribution due to the
      Mortgages Trustee pursuant to the terms of the Mortgages Trust Deed; and

(Y)   last, any excess to Funding 2, which may, subject to applicable laws, be
      distributed by Funding 2 to its shareholders by way of dividend.

Rules for Application of Funding 2 Available Revenue Receipts

(1)   If on any Monthly Payment Date any Funding 2 Available Revenue Receipts
      are applied by Funding 2 in reducing any deficiency recorded on the
      Principal Deficiency Sub-ledger of any Tier of Loan Tranches (but only
      to the extent of any deficiency which has arisen as a result of (i)
      Losses on the Mortgage Loans allocated by Funding 2 to that Principal
      Deficiency Sub-ledger and/or (ii) the application of Funding 2 Available
      Principal Receipts to fund the Funding 2 Liquidity Reserve Fund but not
      as a result of any other principal deficiency Funding 2), then the
      Funding 2 Available Revenue Receipts so applied shall constitute
      repayments of principal under the relevant Loan Tranches and shall
      reduce the Outstanding Principal Balance of those Loan Tranches
      accordingly.

(2)   To the extent that, on any Monthly Payment Date Funding 2 Available
      Revenue Receipts will be insufficient to pay items (H), (J), (M), (O)
      and (Q) of the Funding 2



                                      73
<PAGE>

      Pre-Enforcement Revenue Priority of Payments, then the Cash Manager
      shall provide for that deficit by applying amounts standing to the
      credit of (a) first, the Funding 2 Principal Ledger and (b) second, any
      amounts standing to the credit of the Funding 2 Cash Accumulation
      Ledger, as applicable. Funding 2 Principal Receipts may not be used to
      pay interest on any Loan Tranche if such payment would create or
      increase a principal deficiency in respect of a higher ranking Tier of
      Loan Tranches. For the purposes of this rule, the amount of Funding 2
      Available Principal Receipts that may be applied to any deficit of
      Funding 2 Available Revenue Receipts will be reduced by the amount that
      would be available to be drawn from the Issuer Reserve Fund to cover any
      deficit in Issuer Available Revenue Receipts to pay items (A) through
      (I) of the Issuer Pre-Enforcement Revenue Priority of Payments, if no
      Funding 2 Available Principal Receipts were to be applied to such
      deficit in Funding 2 Available Revenue Receipts.

(3)   The amount of Funding 2 Available Revenue Receipts that may be applied
      on any Monthly Payment Date to pay items (B), (S) (U) and (V) (to the
      extent such amounts are paid to the Master Issuer) of the Funding 2
      Pre-Enforcement Revenue Priority of Payments will be reduced by the
      amount of interest earned on the Issuer GIC Account and any and all
      income from Authorised Investments made on behalf of the Master Issuer,
      to the extent that such interest and income is available to the Master
      Issuer on such Monthly Payment Date (subject to the relevant Issuer
      Priority of Payments) to pay the obligations of the Master Issuer
      referred to in items (B), (S) , (U) and (V) (to the extent that such
      amounts are then payable by the Master Issuer).



                                      74
<PAGE>


                                    Part II

           Funding 2 Pre-Enforcement Principal Priority of Payments

      The following sections (I) through (IV) below set out priorities of
payments for Funding Available Principal Receipts under the following
circumstances and are collectively referred to as the "Funding 2
Pre-Enforcement Principal Priority of Payments":

(I)   Repayment of Loan Tranches of each Tier prior to the occurrence of a
      Trigger Event and prior to the service on Funding 2 of a Funding 2
      Intercompany Loan Enforcement Notice or the service on the Master Issuer
      of an Issuer Enforcement Notice;

(II)  Repayment of Loan Tranches of each Tier following the occurrence of a
      Non-Asset Trigger Event but prior to the service on Funding 2 of a
      Funding 2 Intercompany Loan Enforcement Notice or the service on the
      Master Issuer of an Issuer Enforcement Notice;

(III) Repayment of Loan Tranches of each Tier following the occurrence of an
      Asset Trigger Event but prior to the service on Funding 2 of a Funding
      Intercompany Loan Enforcement Notice or the service on the Master Issuer
      of an Issuer Enforcement Notice; and

(IV)  Repayment of Loan Tranches of each Tier following the service on the
      Master Issuer of an Issuer Enforcement Notice but prior to the service
      on Funding 2 of a Funding 2 Intercompany Loan Enforcement Notice.



I.    Repayment of Loan Tranches of each Tier prior to the occurrence of a
      Trigger Event and prior to the service on Funding 2 of a Funding 2
      Intercompany Loan Enforcement Notice or the service on the Master Issuer
      of an Issuer Enforcement Notice

On each Monthly Payment Date prior to the occurrence of a Trigger Event or the
service on Funding 2 of a Funding 2 Intercompany Loan Enforcement Notice or
the service on the Master Issuer of an Issuer Enforcement Notice, the Cash
Manager shall apply Funding 2 Available Principal Receipts in the following
order of priority:

(A)   first, in accordance with the terms of the Funding 2 Liquidity Facility
      Agreement, towards repayment of the amounts outstanding under the
      Funding 2 Liquidity Facility (if any) that were drawn in order to make
      Funding 2 Liquidity Facility Principal Payments;

(B)   second, to the extent that monies have been drawn from the Funding 2
      Reserve Fund to make Funding 2 Reserve Principal Payments, towards the
      replenishment of the Funding 2 Reserve Fund up to the Funding 2 Reserve
      Required Amount;

(C)   third, if a Funding 2 Liquidity Reserve Rating Event has occurred and is
      continuing (i) to initially fund the Funding 2 Liquidity Reserve Fund up
      to the Funding 2 Liquidity Reserve Required Amount and (ii) once it has
      been initially funded, to the extent that Funding 2 Available Revenue
      Receipts are insufficient to do so, to



                                      75
<PAGE>

      replenish the Funding 2 Liquidity Reserve Fund up to the Funding 2
      Liquidity Reserve Required Amount;

(D)   fourth, in order of their Final Repayment Dates beginning with the
      earliest such date (and if two or more AAA Loan Tranches have the same
      Final Repayment Date, in proportion to their respective amounts due) to
      repay the principal amounts due (if any) on such Monthly Payment Date
      and the AAA Loan Tranches;

(E)   fifth, in no order of priority among them but in proportion to the
      respective amounts due, to repay the principal amounts due (if any) on
      such Monthly Payment Date on the AA Loan Tranches;

(F)   sixth, in no order of priority among them but in proportion to the
      respective amounts due, to repay the principal amounts due (if any) on
      such Monthly Payment Date on the A Loan Tranches;

(G)   seventh, in no order of priority among them but in proportion to the
      respective amounts due, to repay the principal amounts due (if any) on
      such Monthly Payment Date on the BBB Loan Tranches;

(H)   eighth, towards repayment of all BB Loan Tranches that are then due and
      payable in no order of priority among them but in proportion to the
      respective amounts due, to repay the principal amounts due (if any) on
      such Monthly Payment Date on the BB Loan Tranches;

(I)   ninth, towards a credit to the Funding 2 Cash Accumulation Ledger until
      the balance is equal to Funding 2's Cash Accumulation Requirement (as
      calculated after any payments are made at paragraph (D) of this priority
      of payments); and

(J)   tenth, the remainder to be credited to the Funding 2 Principal Ledger.

II.   Repayment of Loan Tranches of each Tier following the occurrence of a
      Non-Asset Trigger Event but prior to the service on Funding 2 of a
      Funding 2 Intercompany Loan Enforcement Notice or the service on the
      Master Issuer of an Issuer Enforcement Notice

      Following the occurrence of a Non-Asset Trigger Event (where no Asset
      Trigger Event has occurred) under the Mortgages Trust Deed but prior to
      the service on Funding 2 of a Funding 2 Intercompany Loan Enforcement
      Notice or the service on the Master Issuer of an Issuer Enforcement
      Notice, the Bullet Loan Tranches and the Scheduled Repayment Loan
      Tranches and the Controlled Repayment Loan Tranches in respect of the
      Global Intercompany Loan will be deemed to be Pass-Through Loan Tranches
      and on each Monthly Payment Date Funding 2 will be required to apply
      Funding 2 Available Principal Receipts in the following order of
      priority:

      (A)   first, in accordance with the terms of the Funding 2 Liquidity
            Facility Agreement, towards repayment of the amounts outstanding
            under the Funding 2 Liquidity Facility (if any) that were drawn in
            order to make Funding 2 Liquidity Facility Principal Payments;

      (B)   second, to the extent that monies have been drawn from the Funding
            2 Reserve Fund to make Funding 2 Reserve Principal Payments,
            towards the



                                      76
<PAGE>

            replenishment of the Funding 2 Reserve Fund up to the Funding 2
            Reserve Required Amount;

      (C)   third, if a Funding 2 Liquidity Reserve Rating Event has occurred
            and is continuing (i) to initially fund the Funding 2 Liquidity
            Reserve Fund up to the Funding 2 Liquidity Reserve Required Amount
            and (ii) once it has been initially funded, to the extent that
            Funding 2 Available Revenue Receipts are insufficient to do so, to
            replenish the Funding 2 Liquidity Reserve Fund up to the Funding 2
            Liquidity Reserve Required Amount;

      (D)   fourth, in order of their Final Repayment Date, beginning with the
            earliest such date (and if two or more AAA Loan Tranches have the
            same Final Repayment Date, in proportion to the respective amounts
            due) to repay the AAA Loan Tranches until the AAA Loan Tranches
            are fully repaid;

      (E)   fifth, in no order of priority among them but in proportion to the
            amounts due, to repay the AA Loan Tranches until the AA Loan
            Tranches are fully repaid;

      (F)   sixth, in no order of priority among each of them but in
            proportion to the respective amounts due, to repay the A Loan
            Tranches until the A Loan Tranches are fully repaid;

      (G)   seventh, in no order of priority among them but in proportion to
            the respective amounts due, to repay the BBB Loan Tranches until
            the BBB Loan Tranches are fully repaid; and

      (H)   eighth, in no order of priority among them but in proportion to
            the respective amounts due, to repay the BB Loan Tranches until
            the BB Loan Tranches are fully repaid,

III.  Repayment of Loan Tranches of each Tier following the occurrence of an
      Asset Trigger Event but prior to the service on Funding 2 of a Funding 2
      Intercompany Loan Enforcement Notice or the service on the Master Issuer
      of an Issuer Enforcement Notice

      Following the occurrence of an Asset Trigger Event (whether or not a
      Non-Asset Trigger Event occurs or has occurred) but prior to the service
      on Funding 2 of a Funding 2 Intercompany Loan Enforcement Notice or the
      service on the Master Issuer of an Issuer Enforcement Notice, the Bullet
      Loan Tranches and the Scheduled Repayment Loan Tranches and the
      Controlled Repayment Loan Tranches in respect of the Global Intercompany
      Loan will be deemed to be Pass-Through Loan Tranches and on each Monthly
      Payment Date Funding 2 will be required to apply Funding 2 available
      principal receipts in the following order of priority:

      (A)   first, in accordance with the terms of the Funding 2 Liquidity
            Facility Agreement, towards repayment of the amounts outstanding
            under the Funding 2 Liquidity Facility (if any) that were drawn in
            order to make Funding 2 Liquidity Facility Principal Payments;

      (B)   second, to the extent that monies have been drawn from the Funding
            2 Reserve Fund to make Funding 2 Reserve Principal Payments,
            towards the



                                      77
<PAGE>

            replenishment of the Funding 2 Reserve Fund up to the Funding 2
            Reserve Required Amount;

      (C)   third, if a Funding 2 Liquidity Reserve Rating Event has occurred
            and is continuing (i) to initially fund the Funding 2 Liquidity
            Reserve Fund up to the Funding 2 Liquidity Reserve Required Amount
            and (ii) once it has been initially funded, to the extent that
            Funding 2 Available Revenue Receipts are insufficient to do so, to
            replenish the Funding 2 Liquidity Reserve Fund up to the Funding 2
            Liquidity Reserve Required Amount;

      (D)   fourth, in no order of priority among them, but in proportion to
            the respective amounts due to repay the AAA Loan Tranches until
            the AAA Loan Tranches are fully repaid;

      (E)   fifth, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the AA Loan Tranches until
            the AA Loan Tranches are fully repaid;

      (F)   sixth, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the A Loan Tranches until the
            A Loan Tranches are fully repaid;

      (G)   seventh, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the BBB Loan Tranches until
            the BBB are fully repaid; and

      (H)   eighth, in no order of priority among them, but in proportion to
            the respective amounts due to repay the BB Loan Tranches until the
            BB Loan Tranches are fully repaid.

IV.   Repayment of Loan Tranches of each Tier following the service on the
      Master Issuer of an Issuer Enforcement Notice but prior to the service
      on Funding 2 of a Funding 2 Intercompany Loan Enforcement Notice

      If an Issuer Enforcement Notice is served on the Master Issuer, then
      that will not result in automatic enforcement of the Funding 2 Security
      under this Funding 2 Deed of Charge. In those circumstances, however,
      any Bullet Loan Tranches and any Scheduled Repayment Loan Tranches and
      any Controlled Repayment Loan Tranches under the Global Intercompany
      Loan will be deemed to be Pass-Through Loan Tranches and on each Monthly
      Payment Date Funding 2 will be required to apply Funding 2 Available
      Principal Receipts in the following order of priority:

      (A)   first, in accordance with the terms of the Funding 2 Liquidity
            Facility Agreement, towards repayment of the amounts outstanding
            under the Funding 2 Liquidity Facility (if any) that were drawn in
            order to make Funding 2 Liquidity Facility Principal Payments;

      (B)   second, to the extent that monies have been drawn from the Funding
            2 Reserve Fund to make Funding 2 Reserve Principal Payments,
            towards the replenishment of the Funding 2 Reserve Fund up to the
            Funding 2 Reserve Required Amount;



                                      78
<PAGE>

      (C)   third, if a Funding 2 Liquidity Reserve Rating Event has occurred
            and is continuing (i) to initially fund the Funding 2 Liquidity
            Reserve Fund up to the Funding 2 Liquidity Reserve Required Amount
            and (ii) once it has been initially funded, to the extent that
            Funding 2 Available Revenue Receipts are insufficient to do so, to
            replenish the Funding 2 Liquidity Reserve Fund up to the Funding 2
            Liquidity Reserve Required Amount;

      (D)   fourth, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the AAA Loan Tranches until
            the AAA Loan Tranches are fully repaid;

      (E)   fifth, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the AA Loan Tranches until
            the AA Loan Tranches are fully repaid;

      (F)   sixth, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the A Loan Tranches until the
            A Loan Tranches are fully repaid; and

      (G)   seventh, in no order of priority among them, but in proportion to
            the respective amounts due, to repay the BBB Loan Tranches until
            the BBB Loan Tranches are fully repaid; and

      (H)   eighth, in no order of priority among them, but in proportion to
            the respective amounts due to repay the BB Loan Tranches until the
            BB Loan Tranches are fully repaid.

     If Funding 2 receives a Full Repayment Amount under the Global
     Intercompany Loan, then Funding 2 will not apply the Full Repayment
     Amount as described above under Funding 2 Principal Priority of Payments.
     Rather, Funding 2 will apply the Full Repayment Amount to repay the
     relevant Loan Tranche. If at any time only one Loan Tranche is
     outstanding, then Funding 2 shall apply the Full Repayment Amount first
     to repay the Funding 2 Liquidity Facility Provider any amounts
     outstanding under the Funding 2 Liquidity Facility to the extent that
     such funds were drawn in order to repay the principal amounts of any
     previous Loan Tranches and the remainder shall be applied to repay the
     relevant Loan Tranche. Pending an application of the Full Repayment
     Amount, as described above, such proceeds shall be credited to the
     Funding 2 GIC Account and shall not be available for any other purpose.

Rules for Application of Funding 2 Available Principal Receipts

In the applicable circumstances, the following rules apply in determining the
amounts to be paid under paragraphs (D), (E), (F), (G) and (H) of the priority
of payments set out in (I) through (IV) above:

Rule (1)Deferral of repayment of Pass-Through Loan Tranches, Scheduled
        Repayment Loan Tranches and/or Controlled Repayment Loan Tranches in
        certain circumstances

      (A)   If on a Loan Payment Date:

            (i)   there is a debit balance on the BB Principal Deficiency
                  Sub-ledger, the BBB Principal Deficiency Sub-ledger, the A
                  Principal Deficiency Sub-



                                      79
<PAGE>

                  ledger or the AA Principal Deficiency Sub-ledger after
                  application of the Funding 2 Available Revenue Receipts on
                  that Payment Date; or

            (ii)  the Adjusted Funding 2 Reserve Fund Level is less than the
                  Funding 2 Reserve Fund Threshold; or

            (iii) the aggregate outstanding principal balance of Mortgage
                  Loans in the Mortgage Portfolio, in respect of which the
                  aggregate amount in arrears is more than three times the
                  monthly payment then due, is more than 4 per cent. of the
                  aggregate outstanding principal balance of Mortgage Loans in
                  the Mortgage Portfolio,

      then until the relevant circumstances as described in sub-paragraphs
      (i), (ii) or (iii) above has been cured or otherwise ceases to exist,
      if:

      (a)   any AAA Loan Tranche (whether or not such AAA Loan Tranche is then
            due) remains outstanding after making the payments under
            paragraphs (D) of the Funding 2 Pre-Enforcement Principal Priority
            of Payments, the AA Loan Tranches will not be entitled to
            principal repayments under paragraph (E) of the Funding 2
            Pre-Enforcement Principal Priority of Payments;

      (b)   any term AAA Loan Tranche or any AA Loan Tranche (whether or not
            such AAA Loan Tranche or AA Loan Tranche is then due) remains
            outstanding after making the payments under paragraphs (D) and (E)
            of the Funding 2 Pre-Enforcement Principal Priority of Payments,
            then the A Loan Tranches will not be entitled to principal
            repayments under paragraph (F) of the Funding 2 Pre-Enforcement
            Principal Priority of Payments;

      (c)   any AAA Loan Tranche, any AA Loan Tranche, any A Loan Tranche
            (whether or not such AAA Loan Tranche, AA Loan Tranche or A Loan
            Tranche is then due) remains outstanding after making the payments
            under paragraphs (D), (E) and (F) of the Funding 2 Pre-Enforcement
            Principal Priority of Payments, then the BBB Loan Tranches will
            not be entitled to principal repayments under paragraph (G) of the
            Funding 2 Pre-Enforcement Principal Priority of Payments; and/or

      (d)   any AAA Loan Tranche, any AA Loan Tranche, any A Loan Tranche or
            any BBB Loan Tranche (whether or not such AAA Loan Tranche, AA
            Loan Tranche, A Loan Tranche or BBB Loan Tranche is then due)
            remains outstanding after making the payments under paragraphs
            (D), (E), (F) and (G) of the Funding 2 Pre-Enforcement Principal
            Priority of Payments, then the BB loan tranches will not be
            entitled to principal repayments under paragraph (H) of the
            Funding 2 Pre-Enforcement Principal Priority of Payments.

(B)   On a Loan Payment Date in respect of which principal in respect of any
      Loan Tranche is scheduled to be paid:

      (i)   for any AA Loan Tranche, the amount of principal due (or any part
            thereof) in respect of the AA Loan Tranche may only be paid if,
            after giving effect to such payment and the payment to be made in
            such date in respect of the



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<PAGE>

            related Series and Class of Notes, the Class A Available
            Subordinated Amount is at least equal to the Class A Required
            Subordinated Amount;

      (ii)  for any A Loan Tranche, the amount of principal due (or any part
            thereof) in respect of the A Loan Tranche may only be paid if,
            after giving effect to such payment and the payment to be made in
            such date in respect of the related Series and Class of Notes, the
            Class A Available Subordinated Amount is at least equal to the
            Class A Required Subordinated Amount and the Class B Available
            Subordinated Amount is at least equal to the Class B Required
            Subordinated Amount;

      (iii) for any BBB Loan Tranche, the amount of principal due (or any part
            thereof) in respect of the BBB Loan Tranche may only be paid if,
            after giving effect to such payment and the payment to be made in
            such date in respect of the related Series and Class of Notes, the
            Class A Available Subordinated Amount is at least equal to the
            Class A Required Subordinated Amount, the Class B Available
            Subordinated Amount is at least equal to the Class B Required
            Subordinated Amount and the Class M Available Subordinated Amount
            is at least equal to the Class M Required Subordinated Amount; and

      (iv)  for any BB Loan Tranche, the amount of principal due (or any part
            thereof) in respect of the BB Loan Tranche may only be paid if,
            after giving effect to such payment and the payment to be made on
            such date in respect of the related Series and Class of Notes, the
            Class A Available Subordinated Amount is at least equal to the
            Class A Required Subordinated Amount, the Class B Available
            Subordinated Amount is at least equal to the Class B Required
            Subordinated Amount, the Class M Available Subordinated Amount is
            at least equal to the Class M Required Subordinated Amount and the
            Class C Available Subordinated Amount is at least equal to the
            Class C Required Subordinated Amount,

      save that, in calculating the Class A Available Subordinated Amount, the
      Class B Available Subordinated Amount, the Class M Available
      Subordinated Amount, and the Class C Available Subordinated Amount for
      the purposes of each of paragraphs (i), (ii), (iii) and (iv) above,
      Excess Spread will be deemed to be zero.

(C) If on any Loan Payment Date:

      (i)   one or more Bullet Repayment Loan Amounts are within a Cash
            Accumulation Period at that time; and

      (ii) the quarterly CPR is less than 15 per cent.,

      then, on or before their Step-Up Dates, the Scheduled Repayment Loan
      Tranches, the Controlled Repayment Loan Tranches and the Pass-Through
      Loan Tranches will be entitled to principal repayments under paragraphs
      (D), (E), (F), (G) and (H) (as applicable) of the Funding 2
      Pre-Enforcement Principal Priority of Payments only if there is no Cash
      Accumulation Shortfall at such time.

Rule (2) Repayment of Pass-Through Loan Tranches after the occurrence of a
         Step-Up Date



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<PAGE>

      Following the occurrence of the Step-Up Date under a Loan Tranche ("Loan
      Tranche A") and provided that the Funding 2 Share of the Trust Property
      is greater than zero, the aggregate amount repayable on a Loan Payment
      Date in relation to Loan Tranche A under paragraphs (D), (E), (F), (G)
      and (H) of the Funding 2 Pre-Enforcement Principal Priority of Payments
      shall be limited to an amount calculated as follows:

                                   A x B x C
                                   ---------
                                       D

      where, in respect of any Distribution Date:

      A  =  the aggregate amount of Mortgages Trustee Principal Receipts
            received by the Mortgages Trustee in the relevant Trust
            Calculation Period (excluding any Initial Contribution or Further
            Contribution);

      B  =  the Funding 2 Share Percentage calculated as at the start of the
            relevant Trust Calculation Period or, as applicable the Weighted
            Average Funding 2 Share Percentage;

      C  =  the outstanding principal balance of Loan Tranche A;  and

      D  =  the aggregate outstanding principal balance of the Global
            Intercompany Loan.

Rule (3)Deferral of repayment of subordinated tiers of Loan Tranches in certain
        circumstances

      If on any Loan Payment Date the Issuer Reserve Requirement and the
      Issuer Arrears Test are not satisfied and the Class A Notes of any
      Series have not been paid in full, then:

      (i)   the AA Loan Tranches will not be entitled to principal repayments
            under item (E) of the Funding 2 Pre-Enforcement Principal Priority
            of Payments;

      (ii)  the A Loan Tranches will not be entitled to principal repayments
            under item (F) of the Funding 2 Pre-Enforcement Principal Priority
            of Payments;

      (iii) the BBB Loan Tranches will not be entitled to principal repayments
            under item (G) of the Funding 2 Pre-Enforcement Principal Priority
            of Payments;

      (iv)  the BB Loan Tranches will not be entitled to principal repayments
            under item (H) of the Funding 2 Pre-Enforcement Principal Priority
            of Payments;

      The "Issuer Arrears Test" is satisfied on a Loan Payment Date if the
      Master Issuer or the Issuer Cash Manager on its behalf calculates on the
      Distribution Date immediately preceding that Loan Payment Date that, as
      of the last day of the Trust Calculation Period immediately preceding
      that Distribution 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 in the Mortgage
      Portfolio, unless the Rating Agencies have confirmed that the then
      current ratings of the Notes will not be adversely affected by the
      Issuer Arrears Test not having been met; and (ii) the aggregate interest
      arrears in respect of all the Mortgage



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      Loans in the Mortgage Portfolio 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.

      The "Issuer Reserve Requirement" is satisfied on a Loan Payment Date if,
      after taking account of the application of any Funding 2 Available
      Revenue Receipts to the credit of the Funding 2 Reserve Ledger and the
      application of any Issuer Available Revenue receipts to the credit of
      the Issuer Reserve Ledger, the aggregate amount of funds in the Funding
      2 Reserve Fund and the Issuer Reserve Fund is equal to the Programme
      Reserve Required Amount.

Allocations involving Rule (2)

Where Rule (2) applies at a level of any priority of payments, the funds
available for making payments at that level shall first be allocated without
reference to Rule (2). However, if the amount so allocated to one or more Loan
Tranches exceeds the amount permitted under Rule (2) to be paid in respect of
those Loan Tranches (the "Capped Loan Tranches"), the excess shall then be
reallocated among any other relevant Loan Tranches at that level using the
method of allocation as applies at that level but without reference to the
Capped Loan Tranches in calculating such reallocation. If a further such
excess arises as a result of the reallocation process, the reallocation
process shall be repeated at that level in relation to each such further
excess that arises until no further funds can be allocated at that level
following which the remaining excess shall then be applied at the next level
of that priority of payments.




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<PAGE>



                                   Part III

                Funding 2 Post-Enforcement Priority of Payments

At any time after the Funding 2 Security has become enforceable in accordance
with Clause 6.2 (Enforceable) and provided that a Funding 2 Intercompany Loan
Enforcement Notice has not been withdrawn, all Funding 2 Available Revenue
Receipts, Funding 2 Available Principal Receipts and all other monies
(excluding Swap Collateral standing to the credit of the Funding 2 Swap
Collateral Accounts) paid to or received or recovered by or on behalf of
Funding 2 or the Funding 2 Security Trustee or any Receiver appointed on its
behalf, including all proceeds following any sale, realisation or enforcement
of the Funding 2 Security and all amounts not previously distributed and/or
standing to the credit of any Funding 2 Bank Account (excluding Swap
Collateral (if any) standing to the credit of the Funding 2 Swap Collateral
Accounts) and all monies standing to the credit of the Funding 2 Reserve
Ledger (if any) and the Funding 2 Liquidity Reserve Ledger (if any) shall (if
not already received by the Funding 2 Security Trustee) be paid to and held by
the Funding 2 Security Trustee on trust to apply the same (save to the extent
required otherwise by applicable law) in accordance with the rules and the
order of priority set forth in the Funding 2 Post-Enforcement Priority of
Payments.

The Funding 2 Security Trustee (or the Cash Manager on its behalf) will,
subject to the Rules for Application of Funding 2 Available Revenue Receipts
and Funding 2 Available Principal Receipts set out in Part I and Part II of
this Schedule, respectively, apply all such amounts received or recovered
(excluding Swap Collateral standing to the credit of the Funding 2 Swap
Collateral Accounts) following enforcement of the Funding 2 Security on each
Monthly Payment Date in accordance with the following order of priority (the
"Funding 2 Post-Enforcement Priority of Payments"):

(A)   first, to pay amounts due to the Funding 2 Security Trustee and any
      Receiver appointed by the Funding 2 Security Trustee, together with
      interest and (to the extent not already inclusive) VAT on those amounts,
      and to provide for any amounts due or to become due to the Funding 2
      Security Trustee and the Receiver in the following Interest Period under
      the Funding 2 Deed of Charge or any other Transaction Document;

(B)   second, to pay amounts due to the Master Issuer in respect of the Master
      Issuer's obligations specified in items (A) through (D) of the Issuer
      Pre-Enforcement Revenue Priority of Payments or, as the case may be,
      items (A) through (C) of the Issuer Post-Enforcement Priority of
      Payments;

(C)   third, towards payment of amounts due and payable to the Cash Manager
      and any costs, charges, liabilities and expenses then due or to become
      due and payable to the Cash Manager under the Cash Management Agreement,
      together with (to the extent not already inclusive) VAT on those
      amounts;

(D)   fourth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of amounts (if any) due to (i)
      the Account Bank under the terms of the Funding 2 Bank Account Agreement
      and (ii) to the Corporate Services Provider under the Corporate Services
      Agreement;



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<PAGE>

(E)   fifth, towards payment of amounts (if any) due to the Funding 2
      Liquidity Facility Provider under the Funding 2 Liquidity Facility (if
      any) (except for any Funding 2 Liquidity Subordinated Amounts);

(F)   sixth, in no order of priority among them but in proportion to the
      respective amounts due, towards payment of amounts due to the Funding 2
      Basis Rate Swap Provider under the Funding 2 Basis Rate Swaps (including
      any Swap Termination Payment but excluding any Funding 2 Basis Rate Swap
      Excluded Termination Amount);

(G)   seventh, in no order of priority between them but in proportion to the
      respective amounts due towards payment of amounts of interest, principal
      and fees due on the AAA Loan Tranches;

(H)   eighth, in no order of priority between them but in proportion to the
      respective amounts due towards payment of amounts of interest, principal
      and fees due on the AA Loan Tranches;

(I)   ninth, in no order of priority between them but in proportion to the
      respective amounts due towards payment of amounts of interest, principal
      and fees due on the A Loan Tranches;

(J)   tenth, in no order of priority between them but in proportion to the
      respective amounts due towards payment of amounts of interest, principal
      and fees due on the BBB Loan Tranches;

(K)   eleventh, in no order of priority between them but in proportion to the
      respective amounts due towards payment of amounts of interest, principal
      and fees due on the BB Loan Tranches;

(L)   twelfth, to pay amounts due to the Master Issuer in respect of the
      Master Issuer's obligations specified in item (J) of the Issuer
      Pre-Enforcement Revenue Priority of Payments or, as the case may be,
      item (O) of the Issuer Post-Enforcement Priority of Payments.

(M)   thirteenth, to pay amounts due to the Master Issuer in respect of its
      obligations, if any, to make a Swap Termination Payment to any Issuer
      Swap Provider (but excluding any Issuer Swap Excluded Termination
      Amount).

(N)   fourteenth in no order of priority among them but in proportion to the
      respective amounts due, towards payment of amounts due (without double
      counting) to:

      (i)   the Master Issuer in respect of its obligations (if any) to pay
            any Issuer Swap Excluded Termination Amount;

      (ii)  the Funding 2 Liquidity Facility Provider, if any, any Funding 2
            Liquidity Facility Subordinated Amounts due under the Funding 2
            Liquidity Facility Agreement;

      (iii) the Funding 2 Basis Rate Swap Provider in respect of any Funding 2
            Basis Rate Swap Excluded Termination Amount;



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<PAGE>

(O)   fifteenth, towards payment of any Deferred Contribution due to the
      Mortgages Trustee under the Mortgages Trust Deed; and

(P)   last, to pay any amount remaining following the application of principal
      and revenue set forth in paragraphs (A) through (N) above, to Funding 2;



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<PAGE>

                                  SCHEDULE 4

                         FORM OF NOTICE OF ASSIGNMENT

To:   [Addressee(s)]

In respect of the [Description of Funding 2 Transaction Document or Funding
2 Charged Property]

[Date]

Dear Sirs,

Terms and expressions used in this letter are as defined in the deed of charge
(the "Funding 2 Deed of Charge") between Granite Finance Funding 2 Limited
("Funding 2"), The Bank of New York (the "Funding 2 Security Trustee") and
others dated [o].

We hereby give notice to each addressee of this letter that by assignment(s)
under or pursuant to the Funding 2 Deed of Charge, Funding 2 has assigned
absolutely, by way of security for the payment and performance of certain
obligations of Funding 2 described in the Funding 2 Deed of Charge (the
"Funding 2 Secured Obligations"), to the Funding 2 Security Trustee all its
right, title, benefit and interest under the [Agreement(s)] (the "Funding 2
Transaction Documents") [including its right, title interest and benefit in
relation to [describe property] and including, without limitation, all rights
to receive payment of any amounts which may become payable to Funding 2
thereunder, all payments received by Funding 2 thereunder, all rights to serve
notices and/or make demands thereunder and/or to take such steps as are
required to cause payments to become due and payable thereunder and all rights
of action in respect of any breach thereof and all rights to receive damages
or obtain relief in respect thereof and the proceeds of any of the foregoing,
(hereinafter called the "Relevant Funding 2 Property").

By signing the enclosed copy of this notice you acknowledge and consent to the
assignments and agree that:

      (i)   from the date of this notice you are obliged to and you will pay
            all moneys which are or may become payable to Funding 2 under the
            aforesaid agreements to or to the order of the Funding 2 Security
            Trustee; and

      (ii)  you have not, at the date of this notice, received notice that any
            third party has or will have any right of interest whatsoever in
            the Relevant Funding 2 Property.

Notwithstanding the assignments made by Funding 2 and referred to in this
notice, the Funding 2 Security Trustee hereby confirms and you further
acknowledge that:

      (a)   you may continue to make all payments becoming due to Funding 2 in
            respect of the Relevant Funding 2 Property in the manner envisaged
            by the relevant Funding 2 Transaction Document(s); and

      (b)   Funding 2 shall be entitled to exercise its rights, powers and
            discretions and perform its obligations in relation to the
            Relevant Funding 2 Property and



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<PAGE>

            under the Funding 2 Transaction Documents in accordance with the
            provisions of the Funding 2 Transaction Documents,

but only until such time as you receive notice from the Funding 2 Security
Trustee to the contrary or to the effect that the created under the Funding 2
Deed of Charge has become enforceable, in which event from receipt of such
notice you agree that you will pay all monies becoming due and payable to
Funding 2 in respect of the Relevant Funding 2 Property in accordance with any
instructions received from the Funding 2 Security Trustee.

This letter is governed by, and shall be construed in accordance with, English
law.

Please acknowledge receipt of this notice by executing and returning the copy
of this letter attached hereto.

Yours faithfully,

Executed by
GRANITE FINANCE FUNDING 2 LIMITED
as follows:
Signed for and on its behalf by one
of its duly authorised
attorneys/signatories                      By________________________________
                                             Duly Authorised Attorney/Signatory


                                           Name______________________________


Executed by
THE BANK OF NEW YORK
as follows:
Signed for and on its behalf by one
of its duly authorised
attorneys/signatories                      By________________________________
                                             Duly Authorised Attorney/Signatory


                                           Name______________________________



We acknowledge receipt of the above notice and the terms of the assignment
created by you in respect of the Relevant Funding 2 Property.

In respect of the [Agreement]:

For and on behalf of:

[Party to Funding 2 Transaction Document]

By:


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<PAGE>




                                  SCHEDULE 5

                       UTILISATION OF FUNDING 2 RESERVES

1.    Funding 2 Reserve Fund:

1.1   Prior to the service of a Funding 2 Intercompany Loan Enforcement
      Notice, amounts standing to the credit of the Funding 2 Reserve Fund may
      be utilised:

      (a)   through inclusion in the calculation of Funding 2 Available
            Reserve Receipts to help meet and thereby to satisfy any
            deficiency in interest and fees due under the Global Intercompany
            Loan Agreement and to help meet and thereby to satisfy any deficit
            on the Funding 2 Principal Deficiency Ledger;

      (b)   through inclusion in the calculation of Funding 2 Available
            Principal Receipts, to meet, and thereby to satisfy, any deficit:

            (i)   prior to the occurrence of a Trigger Event, repayment of
                  principal due and payable in respect of the Original Bullet
                  Loan Tranches; and

            (ii)  on or after the occurrence of a Trigger Event, repayment of
                  principal due and payable in respect of the Original Bullet
                  Loan Tranches on their respective Final Repayment Dates.

1.2   Following the service of a Funding 2 Intercompany Loan Enforcement
      Notice, to the extent not applied on a Monthly Payment Date in
      accordance with 1.1 above, amounts standing to the credit of the Funding
      2 Reserve Ledger shall only be applied in making payments of principal
      due under the Funding 2 Intercompany Loan Agreements to fund payments of
      principal due on the Notes of any Funding 2 Issuer on any Monthly
      Payment Date.

1.3   Following the occurrence of an Arrears or Step-Up Trigger Event, the
      amount required to be credited to the Funding 2 Reserve Fund will be an
      amount equal to the sum of the Funding 2 Reserve Required Amount and:

      (a)   if an Arrears or Step-Up Trigger Event has occurred under item (i)
            only of the Arrears or Step-Up Trigger Event definition, the
            amount specified in relation to such event in the most recent
            Pricing Supplement;

      (b)   if an Arrears or Step-Up Trigger Event has occurred under item
            (ii) only of the Arrears or Step-Up Trigger Event definition, the
            amount specified in relation to such event in the most recent
            Pricing Supplement;

      (c)   if an Arrears or Step-Up Trigger Event has occurred under both (i)
            and (ii) of the Arrears or Step-Up Trigger Event definition, the
            amount specified in relation to such event in the most recent
            Pricing Supplement.

1.4   If an Arrears or Step-Up Trigger Event has occurred under item (i), item
      (ii) or items (i) and (ii) of the Arrears or Step-Up Trigger Event
      definition and such event(s) have been cured, the Funding 2 Reserve Fund
      will be reduced by the applicable amount



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<PAGE>

      specified in relation to such event(s) in the most recent Pricing
      Supplement and the amount of such reduction will constitute Funding 2
      Available Revenue Receipts.

2.    Funding 2 Liquidity Reserve Fund:

2.1   Prior to the service of a Funding 2 Intercompany Loan Enforcement
      Notice, the Funding 2 Liquidity Reserve Fund (if any is required to be
      established) shall only be applied on any Monthly Payment Date to:

      (a)   to help meet any deficit in Funding 2 Available Revenue Receipts
            to pay amounts due under the Global Intercompany Loan Agreement,
            but only to the extent that such amounts are necessary to fund the
            payment by Funding 2 of interest and fees due on the relevant
            Monthly Payment Date in respect of the AAA Loan Tranches and/or
            the AA Loan Tranches and to help meet any deficit recorded on the
            Funding 2 Principal Deficiency Ledger in respect of the AAA Loan
            Tranches;

      (b)   (provided that there are no AAA Loan Tranches and AA Loan Tranches
            outstanding) to help meet any deficit in Funding 2 Available
            Revenue Receipts which are allocated to pay all interest and fees
            due under the Global Intercompany Loan Agreement; and

      (c)   to help meet any deficit in Funding 2 Available Principal Receipts
            available for:

            (i)   prior to the occurrence of a Trigger Event, repayment of
                  principal due and payable in respect of the Original Bullet
                  Loan Tranches (which are AAA Loan Tranches); and

            (ii)  on or after the occurrence of a Trigger Event, repayment of
                  principal due and payable in respect of the Original Bullet
                  Loan Tranches (which are AAA Loan Tranches) on their
                  respective Final Repayment Dates.

2.2   Following the service of a Funding 2 Intercompany Loan Enforcement
      Notice, to the extent not applied on a Monthly Payment Date in
      accordance with 2.1 above, amounts standing to the credit of the Funding
      2 Liquidity Reserve Ledger shall only be applied in making payments of
      principal due under the Funding 2 Intercompany Loan Agreements in order
      to fund payments of principal due on the Notes of any Funding 2 Issuer
      on any Monthly Payment Date.

3.    Adjustment of the Funding 2 Reserve

      Funding 2 may, at any time, adjust the Target Reserve Required Amount or
      the Funding 2 Required Amount without the consent of the Funding 2
      Secured Creditors, so long as the Funding 2 Security Trustee and Funding
      2 obtain confirmation from the Rating Agencies that such adjustments
      will not cause a reduction, qualification or withdrawal of the ratings
      of any outstanding Notes.



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