Exhibit 4.4.1

                                                             Execution Version





                             Dated 19 January 2005




                           GRANITE MASTER ISSUER PLC





                             THE BANK OF NEW YORK
                  as Note Trustee and Issuer Security Trustee


                                    - and -

                                    OTHERS


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

                             ISSUER DEED OF CHARGE

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










                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF:30507-30040/679744




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                                   CONTENTS

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

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

3.   Release of Issuer Charged Property........................................6

4.   Declaration of Trust......................................................7

5.   Restrictions on Exercise of Certain Rights................................7

6.   Enforcement..............................................................11

7.   Upon Enforcement.........................................................14

8.   Receiver.................................................................17

9.   Further Assurance and Power of Attorney..................................22

10.  Crystallisation..........................................................23

11.  Provisions relating to the Security......................................25

12.  Protection of Third Parties..............................................26

13.  Set-Off..................................................................27

14.  Representations and Covenants............................................27

15.  Supplement to Trustee Acts...............................................32

16.  Appointment, Removal and Retirement......................................41

17.  Remuneration and Indemnification of Issuer Security Trustee..............43

18.  Modification and Waiver..................................................45

19.  Miscellaneous Provisions.................................................47

20.  Rights cumulative........................................................47

21.  Assignment...............................................................48

22.  Non Petition Covenant; Corporate Obligations.............................48

23.  Notices..................................................................48

24.  Third Party Rights.......................................................49

25.  Execution in Counterparts; Severability..................................49

26.  Governing Law and Jurisdiction; Appropriate Forum........................49



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SCHEDULE 1  FORM OF SECURITY POWER OF ATTORNEY................................54

SCHEDULE 2  ISSUER PRIORITY OF PAYMENTS.......................................57

SCHEDULE 3  FORM OF NOTICE OF ASSIGNMENT......................................66

SCHEDULE 4  ISSUER RESERVE FUND...............................................69

SCHEDULE 5  FORM OF ACCESSION UNDERTAKING.....................................71





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THIS DEED OF CHARGE is made on 19 January 2005

BETWEEN:

(1)      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;

(2)      THE BANK OF NEW YORK, a New York banking corporation acting through
         its London office at 48th Floor, One Canada Square, London E14 5AL in
         its capacity as (1) Issuer Security Trustee and (2) Note Trustee;

(3)      CITIBANK, N.A., acting through its office at 5 Carmelite Street,
         London EC4Y 0PA, in its capacity as (1) Principal Paying Agent, (2)
         Agent Bank, (3) Registrar, (4) Transfer Agent and (5) an Issuer
         Account Bank;

(4)      CITIBANK, N.A., acting through its office at 14th Floor, 388
         Greenwich Street, New York, N.Y. 10013, U.S.A., in its capacity as US
         Paying Agent;

(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) Issuer Cash Manager, (2) an
         Issuer Account Bank and (3) Start-Up Loan Provider; and

(6)      LAW DEBENTURE CORPORATE SERVICES LIMITED (registered number 3388362)
         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 the Corporate Services Provider.

WHEREAS:

(A)      This Deed secures and will secure, inter alia, the Issuer Secured
         Obligations.

(B)      The Master Issuer may, from time to time, issue Series of Issuer
         Notes pursuant to the Issuer Trust Deed.

(C)      The Paying Agents, the Agent Bank, the Registrar and the Transfer
         Agent have agreed to provide certain agency services on behalf of the
         Master Issuer for the benefit of the Noteholders on the terms set out
         in the Issuer Paying Agent and Agent Bank Agreement.

(D)      The Issuer Cash Manager has agreed to act as cash manager and to
         provide certain administration and cash management services to the
         Master Issuer on the terms set out in the Issuer Cash Management
         Agreement.

(E)      The Issuer Account Banks have agreed to provide certain bank account
         services to the Master Issuer on the terms set out in the Issuer Bank
         Account Agreement.

(F)      The Issuer GIC Provider has agreed to provide certain guaranteed
         investment services to the Master Issuer on the terms set out in the
         Issuer Bank Account Agreement.



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(G)      The Start-Up Loan Provider has agreed to make available Start-Up Loan
         Tranches to the Master Issuer on the terms set out in the Start-Up
         Loan Agreement.

(H)      The Corporate Services Provider has agreed to act as corporate
         services provider to, inter alios, the Master Issuer on the terms set
         out in the Corporate Services Agreement.

(I)      This Deed is supplemental to the Issuer Trust Deed of even date
         herewith and made between the Master Issuer and the Note Trustee
         relating to the issuance of the Issuer Notes.

(J)      New Issuer Secured Creditors, including, but not restricted to, any
         Issuer Swap Provider may accede to this Deed from time to time on the
         terms set out herein.

NOW THIS DEED WITNESSES AS FOLLOWS:

1.       Interpretation

1.1      Definitions: The provisions of:

         (a)      the Programme Master Definitions Schedule signed for the
                  purposes of identification by Sidley Austin Brown & Wood and
                  Allen & Overy LLP on 19 January 2005, and

         (b)      the Issuer 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.

         The Issuer Master Definitions Schedule specified above shall prevail
         to the extent that it conflicts with the Programme Master Definitions
         Schedule.

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

         (a)      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;

         (b)      "this Issuer Deed of Charge", "this Deed of Charge" or "this
                  Deed" means this Deed 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 under or 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;

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



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

         (e)      any reference to a Receiver shall be to the Receiver
                  appointed by the Issuer Security Trustee, pursuant to the
                  terms of this Deed.

2.       Issuer Security

2.1      Issuer Charged Property:

         The Master Issuer, by way of first fixed security for the payment or
         discharge of the Issuer Secured Obligations, subject to Clause 3
         (Release of Issuer Charged Property), hereby assigns to the Issuer
         Security Trustee, all of its right, title, benefit and interest and
         all claims, present and future, in, to and under the security and all
         property, assets, rights and claims held on trust by the Funding 2
         Security Trustee for the payment or discharge of the relevant Funding
         2 Secured Obligations pursuant to the Funding 2 Deed of Charge
         including all rights to receive payment of any amount which may
         become payable to the Master Issuer thereunder and 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
         Issuer Security Trustee absolutely.

2.2      Contractual rights:

         (a)      The Master Issuer, by way of first fixed security for the
                  payment or discharge of the Issuer Secured Obligations,
                  subject to Clause 3 (Release of Issuer Charged Property),
                  hereby assigns to the Issuer Security Trustee, all of its
                  right, title, benefit and interest, present and future, in,
                  to and under each of the Issuer Transaction Documents (other
                  than this Deed and provided that the assignment of the
                  right, title, benefit and interest of the Master Issuer
                  under each Issuer 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 the Master Issuer
                  thereunder and all payments received by the Master Issuer
                  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 Issuer Security Trustee absolutely.

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

         (a)      each Issuer Bank Account;

         (b)      any Issuer Swap Collateral Account; and



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

         and all monies or securities 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 or other income or distributions
         and the proceeds of any of the foregoing.

2.4      Authorised Investments and Swap Collateral: The Master Issuer, by way
         of first fixed security for the payment or discharge of the Issuer
         Secured Obligations, subject to Clause 3 (Release of Issuer Charged
         Property), hereby charges in favour of the Issuer 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 Issuer Bank Account; and

         (b)      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 such Swap Collateral,
         including the right to income and distributions and the proceeds of
         any of the foregoing.

2.5      Floating Charge: The Master Issuer, by way of first floating security
         for the payment or discharge of the Issuer Secured Obligations,
         subject to Clause 3 (Release of Issuer Charged Property), hereby
         charges in favour of the Issuer Security Trustee the whole of its
         undertaking and all its property, assets and rights, whatsoever and
         wheresoever, both present and future, including without limitation
         its uncalled capital, other than any property or assets for the time
         being the subject of a fixed charge or effectively assigned pursuant
         to any of the foregoing provisions of this Clause 2 (Issuer Security)
         and/or any Deed of Accession.

2.6      Title Guarantee: Each of the dispositions of, assignments of or
         charges over property effected in or pursuant to this Deed is made
         with full title guarantee.

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 (Funding 2 Charged Property) to Clause 2.4 (Authorised
         Investments and Swap Collateral) (inclusive) are intended to be
         specific and fixed assignments, 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 Clause 2 (Issuer Security) do not transfer
         obligations and nothing herein shall be construed as a transfer of
         obligations to the Issuer Security Trustee.

2.9      Notice and Acknowledgement:

         (a)      The execution of this Deed and/or any Deed of Accession by
                  any Issuer Secured Creditor shall constitute express notice
                  to such Issuer Secured


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                  Creditor of the assignments, charges and any other Security
                  Interests made by the Master Issuer pursuant to this Deed.

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

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

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

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

2.10     Issuer Security Trustee's Discretion in relation to Issuer Charged
         Property:

         Without prejudice to any other rights of the Issuer Security Trustee
         after the Issuer Security has become enforceable and subject to the
         terms of the Issuer Transaction Documents, the Issuer Security
         Trustee may from time to time at any time after any part or parts of
         the Issuer Security becomes enforceable:

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

         (b)      exercise or refrain from exercising, in such manner as in
                  its absolute discretion the Issuer Security Trustee shall
                  think fit, all or any of the rights, powers, authorities,
                  discretions or remedies of the Master Issuer under or in
                  relation to the Issuer 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 Issuer Charged Property. For
                  the avoidance of doubt, the Issuer Security Trustee shall
                  not be required to have regard to the interests of the
                  Master Issuer in the exercise or non-exercise of any such
                  rights, powers, authorities, discretions and remedies or to
                  comply with any direction given by the Master Issuer in
                  relation thereto; and



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(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 the Master Issuer but
                  which remains unpaid under or in respect of the Issuer
                  Charged Property or any part thereof either in its own name
                  or in the name of the Master Issuer.

2.11     Accession of New Issuer Secured Creditors: As a condition precedent
         to any Series of Issuer Notes issued under the Programme, any New
         Issuer Secured Creditor shall accede to the terms of this Deed by
         executing an Accession Undertaking in the form or substantially in
         the form set out in Schedule 5 (Form of Accession Undertaking) to
         this Deed.

3.       Release of Issuer 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 Issuer Secured Obligations and upon the Issuer
         Security Trustee being satisfied that the Master Issuer is under no
         further actual or contingent obligation under this Deed or any other
         Issuer Transaction Document, the Issuer Security Trustee shall, at
         the request and cost of the Master Issuer, release, reassign and/or
         discharge from the Issuer Security all of the Issuer Charged Property
         to, or to the order of, the Master Issuer; provided that where any
         such release, re-assignment or discharge is made in whole or in part
         on the faith of any payment, security or other disposition which is
         avoided or which must be repaid on bankruptcy, liquidation or
         otherwise, the security constituted by this Deed and the liability of
         the Master Issuer hereunder shall continue as if there had been no
         such release, re-assignment or discharge.

3.2      Disposal of Authorised Investments and Swap Collateral: On the making
         at any time by the Issuer Cash Manager on behalf of the Master Issuer
         of a disposal of any Authorised Investment or Swap Collateral in the
         form of securities charged pursuant to Clause 2.4 (Authorised
         Investments and Swap Collateral), the Issuer Security Trustee shall,
         if so requested by and at the sole cost and expense of the Master
         Issuer, but without the Issuer 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
         Issuer 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 the Master
         Issuer into the Issuer Bank Accounts from which the monies to make
         such Authorised Investment were originally drawn and, that in the
         case of Swap Collateral, the proceeds of such disposal are paid by
         the Master Issuer into the relevant Issuer Swap Collateral Cash
         Account or Issuer Bank Account (as appropriate in accordance with the
         Issuer Cash Management Agreement) subject to and in accordance with
         the provisions of this Deed and the Issuer Transaction Documents.

3.3      Withdrawals from Issuer Bank Accounts and Issuer Swap Collateral
         Accounts: Subject to and in accordance with this Deed and the other
         Issuer Transaction Documents, the Issuer Cash Manager, on behalf of
         the Master Issuer and the Issuer Security Trustee, is permitted
         pursuant to Clause 5 (Restrictions on Exercise of Certain Rights)
         from time to time to withdraw amounts from the Issuer Bank Accounts
         in order to apply such amounts in accordance with the relevant Issuer
         Priority of Payments and from time to time to withdraw amounts or
         securities from

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         the Issuer Swap Collateral Accounts in order to apply such amounts or
         securities in accordance with the Issuer Cash Management Agreement.
         Any amount or securities so withdrawn shall be released from the
         Issuer Security provided that any amount withdrawn from the Issuer
         Bank Accounts is applied in accordance with and subject to the
         relevant Issuer Priority of Payments.

4.       Declaration of Trust

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

5.       Restrictions on Exercise of Certain Rights

5.1      Payments to Issuer Bank Accounts and Issuer Swap Collateral Accounts:
         At all times prior to the release, re-assignment and/or discharge of
         the Issuer Security pursuant to Clause 3 (Release of the Issuer
         Charged Property), the Master Issuer shall save as otherwise provided
         in the Issuer Transaction Documents or unless the Issuer Security
         Trustee otherwise agrees in writing (and then only on such terms and
         in such manner as the Issuer Security Trustee may require) procure
         that:

         (a)      the Issuer Bank Accounts shall from time to time be credited
                  with all amounts (excluding Swap Collateral) received by the
                  Master Issuer under or in respect of the Issuer Transaction
                  Documents, including without limitation the following
                  payments:

                  (i)      amounts received by the Master Issuer from or on
                           behalf of Funding 2 pursuant to the provisions of
                           the Global Intercompany Loan Agreement;

                  (ii)     interest received on the Issuer Bank Accounts;

                  (iii)    amounts received by the Master Issuer from any
                           Issuer Swap Provider under any Issuer Swap
                           Agreement (excluding Swap Collateral);

                  (iv)     income received by the Master Issuer in respect of
                           the proceeds of any Authorised Investments;

                  (v)      amounts received by the Master Issuer from the
                           Funding 2 Security Trustee or a Receiver following
                           the service of a Funding 2 Intercompany Loan
                           Enforcement Notice;

                  (vi)     such other payments received by the Master Issuer
                           as are, or ought in accordance with this Deed to
                           be, comprised in the Issuer Charged Property;



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                  (vii)    the proceeds of any issuance of Issuer Notes
                           pending application in accordance with the terms of
                           the Global Intercompany Loan Agreement;

         (b)      all Swap Collateral delivered to the Master Issuer (if any)
                  pursuant to any Issuer Swap Agreement will be deposited into
                  an Issuer Swap Collateral Account; and

         (c)      the Issuer Reserve Fund is deposited into the Issuer GIC
                  Account.

5.2      No withdrawal from Issuer Bank Accounts and Issuer Swap Collateral
         Accounts: At all times during the subsistence of the Issuer Security,
         the Master Issuer shall not be entitled to withdraw or transfer from
         any Issuer Bank Account or Issuer Swap Collateral Account any monies
         or securities standing to the credit thereof or direct any payment to
         be made therefrom to any person save to the extent expressly
         permitted under the Issuer Transaction Documents without the Issuer
         Security Trustee's prior written consent.

5.3      Permitted Withdrawals from Issuer Bank Accounts and Issuer Swap
         Collateral Accounts; Authorised Investments:

         (a)      The Master Issuer covenants with the Issuer Security Trustee
                  that the amounts standing to the credit of the Issuer Bank
                  Accounts and any Swap Collateral standing to the credit of
                  an Issuer Swap Collateral Account may only be withdrawn in
                  accordance with this Clause 5.3 (Permitted Withdrawals from
                  Issuer Bank Accounts and Issuer Swap Collateral Accounts;
                  Authorised Investments) or otherwise with the Issuer
                  Security Trustee's prior written consent.

         (b)      On any day during an Interest Period prior to the Issuer
                  Security becoming enforceable pursuant to Clause 6.2
                  (Enforceable), the Master Issuer and the Issuer Security
                  Trustee hereby authorise the Issuer Cash Manager to withdraw
                  such monies from the Issuer Transaction Account as are to be
                  applied on such date to meet any amounts then due and
                  payable by the Master Issuer to third parties in accordance
                  with item (C) of the Issuer Pre-Enforcement Revenue Priority
                  of Payments provided that such monies are applied in making
                  such payments on behalf of the Master Issuer. For the
                  purpose of this paragraph (b), the remaining provisions of
                  this Clause 5.3 (Permitted Withdrawals from Issuer Bank
                  Accounts and Issuer Swap Collateral Accounts; Authorised
                  Investments), Clause 5.4 (Issuer Pre-Enforcement Revenue
                  Priority of Payments) and Clause 5.5 (Issuer Pre-Enforcement
                  Principal Priority of Payments), the Issuer Cash Manager
                  shall be entitled to assume that the Issuer Security is not
                  enforceable pursuant to Clause 6.2 (Enforceable) unless it
                  has received notice from the Master Issuer or the Issuer
                  Security Trustee or is otherwise aware that the Issuer
                  Security has become so enforceable and shall not be liable
                  to the Issuer Security Trustee, the Master Issuer or any
                  other Issuer Secured Creditor for making payments based on
                  this assumption.

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



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                  (i)      the relevant Issuer Bank Account 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 Issuer Bank Account
                           from which they were originally drawn; and

                  (ii)     the relevant Issuer Swap Collateral Account for the
                           purpose of (1) returning Swap Collateral to an
                           Issuer Swap Provider pursuant to the terms of the
                           relevant Issuer Swap Agreement; or (2) transferring
                           Swap Collateral to the relevant Issuer Transaction
                           Account pursuant to the terms of the relevant
                           Issuer Swap Agreement and the Issuer Cash
                           Management Agreement.

         (d)      On each Monthly Payment Date prior to the Issuer Security
                  becoming enforceable pursuant to clause 6.2 (Enforceable)
                  the Issuer Security Trustee hereby authorises the Issuer
                  Cash Manager to transfer from the Issuer GIC Account to the
                  relevant Issuer Transaction Account such amounts that are to
                  be applied as Issuer Available Revenue Receipts on such date
                  in accordance with this Deed.

5.4      Issuer Pre-Enforcement Revenue Priority of Payments: On each Monthly
         Payment Date, prior to the Issuer Security becoming enforceable
         pursuant to Clause 6.2 (Enforceable), the Issuer Security Trustee
         hereby authorises the Master Issuer or the Issuer Cash Manager in its
         place to withdraw Issuer Available Revenue Receipts standing to the
         credit of the Issuer Transaction Accounts and to apply such monies in
         accordance with the provisions and the order of priority of the
         Issuer Pre-Enforcement Revenue Priority of Payments.

5.5      Issuer Pre-Enforcement Principal Priority of Payments: On each
         Monthly Payment Date prior to the Issuer Security becoming
         enforceable pursuant to Clause 6.2 (Enforceable), the Issuer Security
         Trustee hereby authorises the Master Issuer or the Issuer Cash
         Manager in its place to withdraw Issuer Available Principal Receipts
         standing to the credit of the Issuer Transaction Accounts and to
         apply such monies in accordance with the order of priority of the
         Issuer Pre-Enforcement Principal Priority of Payments.

5.6      Amendment to Issuer Priority of Payments: On the issuance of Issuer
         Notes on any Closing Date or the making available of any Loan
         Tranches by the Master Issuer to Funding 2, if any amendment to the
         Issuer 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
         Issuer Priority of Payments accordingly in a schedule to that Deed of
         Accession. The new Issuer Priority of Payments so amended shall
         supersede those set out in Schedule 2 (Issuer Priority of Payments)
         to this Deed.

5.7      No Enforcement by Issuer Secured Creditors: Each of the Issuer
         Secured Creditors (other than the Issuer Security Trustee and the
         Note Trustee (acting on behalf of the Noteholders) and any Receiver)
         hereby agrees with the Master Issuer and the Issuer Security Trustee
         that:



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

         (b)      notwithstanding any other provision of this Deed or any
                  other Issuer Transaction Document no sum due or owing to any
                  Issuer Secured Creditor or to the Issuer Security Trustee
                  (whether for itself or on behalf of the Issuer Secured
                  Creditors) from or by the Master Issuer under this Deed or
                  any other Issuer Transaction Document shall be payable by
                  the Master Issuer except to the extent that the Master
                  Issuer or (following enforcement of the Master Issuer
                  Security) the Issuer Security Trustee has sufficient funds
                  available to it (and, in the case of the Issuer Security
                  Trustee, as a result of the realisation of that security) to
                  pay such sum subject to and in accordance with the relevant
                  Issuer Priority of Payments and provided that all
                  liabilities of the Issuer required to be paid in priority
                  thereto or pari passu therewith pursuant to such Issuer
                  Priority of Payments have been paid, discharged and/or
                  otherwise provided for in full PROVIDED THAT this paragraph
                  (b) shall not apply to and shall not limit the obligations
                  of the Master Issuer to the Noteholders under the Issuer
                  Notes, the Issuer Trust Deed and this Deed; and

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

PROVIDED THAT

                  (i)      in the case of any Noteholder, this provision shall
                           be subject to Clause 6.2 (Only Note Trustee to
                           Enforce) of the Issuer Trust Deed; and

                  (ii)     in the case of any other Issuer Secured Creditor
                           and subject to there being no Issuer Note then
                           outstanding, if the Issuer Security Trustee having
                           become bound to do so subject to and in accordance
                           with the terms of this Deed and the Issuer
                           Transaction Documents, fails to take any steps or
                           proceedings to enforce the security created
                           hereunder within 30 days of becoming so bound and
                           such failure is continuing, each such other Issuer
                           Secured Creditor shall be entitled to take such
                           steps and proceedings to enforce its rights arising
                           out of the relevant Issuer Transaction Document as
                           it shall deem necessary other than the presentation
                           of a petition or making an application for the
                           winding up, dissolution or reorganisation of, or
                           the institution of insolvency proceedings against,
                           the Master Issuer or the appointment of a receiver,
                           an administrator, administrative receiver or
                           liquidator of the Master Issuer.

5.8      Acknowledgement of Issuer Security Trustee: The Issuer Security
         Trustee hereby acknowledges and agrees that save with respect to the
         obligations of the Master Issuer

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<PAGE>

         to the Noteholders under the Issuer Notes, the Issuer Trust Deed and
         this Deed which are not limited under paragraph (b) of Clause 5.7 (No
         Enforcement by Issuer Secured Creditors) or under this Clause 5.8
         (Acknowledgement of Issuer Security Trustee) and notwithstanding any
         other provision of this Deed or any other Issuer Transaction
         Document, no sum due or owing to any Issuer Secured Creditor or to
         the Issuer Security Trustee (whether for itself or on behalf of the
         Issuer Secured Creditors) from or by the Master Issuer under this
         Deed or any other Issuer Transaction Document shall be payable by the
         Master Issuer except to the extent that the Master Issuer has
         sufficient funds available or (following enforcement of the Issuer
         Security) the Issuer Security Trustee has realised sufficient funds
         from the Issuer Security to pay such sum subject to and in accordance
         with the relevant Issuer Priority of Payments and provided that all
         liabilities of the Master Issuer required to be paid in priority
         thereto or pari passu therewith pursuant to such Issuer Priority of
         Payments have been paid, discharged and/or otherwise provided for in
         full.

5.9      Utilisation of Issuer Reserves: The Master Issuer and the Issuer Cash
         Manager shall procure that, subject to and in accordance with the
         Issuer Priority of Payments, amounts standing to the credit of the
         Issuer Reserve Ledger shall only be debited for the purposes as
         specified in paragraph 1 of Schedule 4 (Issuer Reserve Fund).

5.10     Adjustment of Issuer Reserves: The Issuer Reserve Minimum Amount, the
         Programme Reserve Required Amount and the Programme Reserve Required
         Percentage may be adjusted in accordance with paragraph 2 of Schedule
         4 (Issuer Reserve Fund).

5.11     VAT: If any sums which are payable by the Master Issuer under Clause
         5.4 (Issuer Pre-Enforcement Revenue Priority of Payments) or Clause
         5.5 (Issuer Pre-Enforcement Principal Priority of Payments) of this
         Deed are subject to VAT, the Master Issuer shall, to the extent it is
         not already obliged by another clause in this Deed to make such
         payment of the amount in respect of VAT, make payment of the amount
         in respect of VAT to the relevant person in accordance with the order
         of priorities set out in those clauses.

6.       Enforcement

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

6.2      Enforceable:

         Without prejudice to the provisions of Clause 8 (Receiver) the Issuer
         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 Issuer Security
         Trustee:

         (a)      at any time following the service of an Issuer Enforcement
                  Notice (which has not been withdrawn);



                                      11
<PAGE>

         (b)      at any time following the failure to redeem a Series and
                  Class of Issuer Notes at the aggregate amount outstanding
                  (together with accrued and unpaid interest) on the date
                  specified for such redemption in a notice of redemption
                  (provided that such notice is in respect of all Issuer Notes
                  then outstanding) served on the Note Trustee and the
                  Noteholders by the Master Issuer in accordance with
                  Conditions 5(D), 5(E) or 5(F); or

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

6.3      Power of Sale:

         (a)      Notwithstanding any other provision of this Deed, the Issuer
                  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 Issuer 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 the Master Issuer and the provisions of the 1925 Act
                  regulating the power of sale shall, so far as they relate to
                  the Issuer Charged Property, be varied and extended
                  accordingly.

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

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

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

         (b)      if there are no Issuer Notes outstanding, it shall have been
                  directed to do so by the Issuer Secured Creditor which ranks
                  highest in the Issuer Post-Enforcement Priority of Payments,



                                      12
<PAGE>

         and in either case, it shall have been indemnified and/or secured to
         its satisfaction against all Liabilities 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 the Master Issuer as if
         such extensions were contained in the 1925 Act such that at any time
         after the Issuer Security has become enforceable in accordance with
         Clause 6.2 (Enforceable) above, the Issuer Security Trustee may in
         its absolute discretion:

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

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

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

         (d)      (subject to any restrictions under or in respect of the
                  relevant Issuer Charged Property) sell, transfer, convey,
                  dispose of, vary or otherwise deal with, and also grant any
                  option to purchase, and effect exchanges of, the whole or
                  any part of Issuer 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 Issuer Secured Creditor);

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

         (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      Authorised Investments: Any monies which under the trusts of this
         Deed ought to or may be invested by the Issuer Security Trustee (or
         the Issuer Cash Manager on its behalf) after the Issuer Security has
         become enforceable in accordance with Clause 6.2 (Enforceable) may be
         invested in the name or under the control of the Issuer Security
         Trustee in any Authorised Investments and the Issuer 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 Issuer 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

                                      13
<PAGE>

         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 Issuer Security Trustee or a
         subsidiary, holding or associated company of the Issuer 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.

7.       Upon Enforcement

7.1      Service of an Issuer Enforcement Notice: Without prejudice to the
         effectiveness of any service of an Issuer Enforcement Notice, in the
         event that an Issuer Enforcement Notice has been served (and not
         withdrawn) by the Note Trustee on the Master Issuer and the Issuer
         Security Trustee or the Issuer Security has otherwise become
         enforceable, the Issuer Security Trustee shall as soon as is
         practicable notify each of the following parties of the enforcement
         of the Issuer Security (whether by service of a copy of any Issuer
         Enforcement Notice or otherwise):

         (a)      the Seller;

         (b)      Funding 2;

         (c)      the Account Bank, the Cash Manager and the Issuer Cash
                  Manager;

         (d)      the Paying Agents and the other Agents under the Issuer
                  Paying Agent and Agent Bank Agreement;

         (e)      any Issuer Swap Provider;

         (f)      the Corporate Services Provider; and

         (g)      each other Issuer Secured Creditor.

7.2      Crystallisation: From and including the date when the Note Trustee
         serves an Issuer Enforcement Notice (which has not been withdrawn) on
         the Master Issuer or the Issuer Security has otherwise become
         enforceable:

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

         (b)      if not already crystallised, but subject to any prohibition
                  or restriction imposed by 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      Issuer Post-Enforcement Priority of Payments: At any time after the
         Issuer Security has become enforceable in accordance with Clause 6.2
         (Enforceable) and (if applicable) provided that the Issuer
         Enforcement Notice has not been withdrawn, the relevant Issuer
         Available Revenue Receipts, Issuer Available Principal Receipts and

                                      14
<PAGE>

         all other monies (excluding Swap Collateral standing to the credit of
         the Issuer Swap Collateral Accounts) paid to or received or recovered
         by or on behalf of the Master Issuer or the Issuer Security Trustee
         or any Receiver appointed on its behalf, including all proceeds
         following any sale, realisation of the Issuer Charged Property or
         other enforcement of the Issuer Security and all amounts (excluding
         Swap Collateral standing to the credit of the Issuer Swap Collateral
         Accounts) not previously distributed and/or standing to the credit of
         any Issuer Bank Account shall (if not already received by the Issuer
         Security Trustee) be paid to and held by the Issuer Security Trustee
         on trust to apply the same (save to the extent otherwise required by
         applicable law) in accordance with the order of priority of the
         Issuer Post-Enforcement Priority of Payments and subject to the other
         rules set out in Schedule 2.

7.4      Certification of Amounts:

         (a)      The Issuer 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 Issuer Secured
                  Creditor as to the amounts owed to such Issuer Secured
                  Creditor under the Issuer Transaction Documents. The Issuer
                  Security Trustee shall not take into account for the purpose
                  of the application of moneys in accordance with the Issuer
                  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 Issuer Secured Creditor will, at all times, promptly
                  provide the Issuer Security Trustee and/or any Receiver on
                  request with a certificate setting out detailed information
                  as to the amount of the Issuer Secured Obligations to which
                  such Issuer Secured Creditor is entitled and such other
                  information as the Issuer Security Trustee and/or any
                  Receiver may require to enable or facilitate the Issuer
                  Security Trustee and/or any Receiver to perform its
                  functions hereunder or under any of the Issuer Transaction
                  Documents, such certificate to be in a form required by the
                  Issuer Security Trustee and/or any Receiver. In determining
                  the respective entitlements of the Issuer Secured Creditors
                  hereunder, such certificates shall be binding on all of the
                  Issuer Secured Creditors.

7.5      Retention Account: If the Issuer Security Trustee enforces the Issuer
         Security at a time when either no amounts or not all amounts owing in
         respect of the Issuer Secured Obligations have become due and payable
         or any of the Issuer Secured Obligations are at such time contingent
         or future, the Issuer 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 Issuer Secured Obligations are at such time
         contingent or future, pay any monies referred to in Clause 7.3
         (Issuer 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 (Issuer Post-Enforcement Priority of
         Payments) as and when any of the amounts referred to therein become
         due and payable.

7.6      Issuer Security Trustee Rights upon Enforcement: In addition to any
         other rights expressly provided herein, for the period commencing
         upon the service of an Issuer Enforcement Notice and terminating upon
         the notification to the Issuer Secured

                                      15
<PAGE>

         Creditors by the Issuer Security Trustee that all Issuer Secured
         Obligations have been satisfied in full or that such Issuer
         Enforcement Notice has been withdrawn:

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

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

         (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 Issuer Secured Creditors are
                  exercisable by the Issuer Security Trustee;

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

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

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

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

         (b)      Swap Collateral may only be withdrawn from the relevant
                  Issuer Swap Collateral Account for the purpose of (A)
                  returning Swap Collateral to an Issuer Swap Provider
                  pursuant to the terms of the applicable Issuer Swap
                  Agreement or (B) applying Swap Collateral in or towards
                  satisfaction of such Issuer Swap Provider's obligations
                  under the applicable Issuer Swap Agreement.

7.8      Sub-Ledger Balances: Notwithstanding the other provisions of this
         Deed:

         (a)      prior to the enforcement of the Issuer Security, any amount
                  credited to or standing to the credit of any sub-ledger to
                  the Issuer Revenue Ledger and/or the Issuer Principal Ledger
                  in respect of a Series and Class of Issuer Notes

                                      16
<PAGE>

                  shall be held on trust by the Master Issuer and the Issuer
                  Security Trustee for the Noteholders of such Issuer Notes
                  and may only be applied:

                  (i)      in relation to amounts credited to or standing to
                           the credit of the sub-ledger to the Issuer Revenue
                           Ledger for such Issuer Notes, subject to and in
                           accordance with the Issuer Pre-Enforcement Revenue
                           Priority of Payments and the rules for relating to
                           the maintenance of such ledgers set out in
                           paragraph 6 of Schedule 2 (Cash Management and
                           Maintenance of Ledgers) to the Issuer Cash
                           Management Agreement;

                  (ii)     in relation to amounts credited to or standing to
                           the credit of the sub-ledger to the Issuer
                           Principal Ledger for such Issuer Notes, subject to
                           and in accordance with the Issuer Pre-Enforcement
                           Principal Priority of Payments and the rules for
                           relating to the maintenance of such ledgers set out
                           in paragraph 7 of Schedule 2 (Cash Management and
                           Maintenance of Ledgers) to the Issuer Cash
                           Management Agreement; and

         (b)      following the enforcement of the Issuer Security, any amount
                  credited to or standing to the credit of the sub-ledger to
                  the Issuer Revenue Ledger and/or the Issuer Principal Ledger
                  for such Issuer Notes on the date that the Issuer Security
                  is enforced shall be held on trust by the Master Issuer and
                  the Issuer Security Trustee for the Noteholders of such
                  Issuer Notes and may only be applied to pay the interest,
                  principal and other amounts due in respect of such Issuer
                  Notes or any shortfall in the amounts available to pay items
                  (A) to (C) under the Issuer Post-Enforcement Priority of
                  Payments and, unless and until such interest, principal and
                  other amounts due in respect of such Issuer Notes are paid
                  in full, may not be applied in payment of interest,
                  principal and other amounts due in respect of any other
                  Notes or any other amounts then due and payable by the
                  Master Issuer.

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

8.       Receiver

8.1      Appointment: At any time after the Issuer Security constituted
         hereunder becomes enforceable, and whether or not the Issuer Security
         Trustee has taken possession of the Issuer Charged Property, the
         Issuer Security Trustee may, in addition to all statutory and other
         powers of appointment or otherwise, appoint, by writing or by deed,
         such person or persons (including an officer or officers of the
         Issuer Security Trustee) as the Issuer Security Trustee thinks fit to
         be a receiver, a receiver and manager or an administrative receiver
         of the Issuer 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.



                                      17
<PAGE>

8.2      Removal and Replacement: Except as otherwise required by statute, the
         Issuer 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 or 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 Issuer
         Charged Property from the appointment of the Receiver shall not
         preclude the Issuer Security Trustee from subsequently extending its
         appointment (or that of the Receiver replacing it) to that part of
         the Issuer Charged Property or appointing another Receiver over any
         other part of the Issuer Charged Property.

8.4      Agent of Master Issuer: The Receiver shall, so far as the law
         permits, be the agent of the Master Issuer and (subject to any
         restriction or limitation imposed by law) the Master Issuer 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 Issuer
         Security Trustee or any Issuer 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 the Master Issuer shall be appointed,
         the Receiver shall act as principal and not as agent for the Issuer
         Security Trustee. Notwithstanding the generality of the foregoing,
         such Receiver shall in the exercise of its powers, authorities and
         discretions conform to the regulations or directions (if any) from
         time to time made and given by the Issuer Security Trustee.

8.5      Remuneration: Subject as provided otherwise by applicable law, the
         remuneration of the Receiver shall be fixed by the Issuer 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 the Master Issuer alone subject always to Clause 7.3
         (Issuer Post-Enforcement Priority of Payments) and the amount of such
         remuneration shall form part of the Issuer Secured Obligations and
         shall accordingly be secured by the Issuer Security.

8.6      Powers of the Receiver: The Receiver of the Master Issuer, 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 Issuer Charged
                  Property;

         (b)      (subject to any restrictions under or in respect of relevant
                  Issuer Charged Property) sell, transfer, convey, license,
                  release or otherwise dispose of vary or deal with, and also
                  grant any option to purchase, and effect exchanges of, the
                  whole or any part of the Issuer Charged Property or any
                  interest therein and grant or accept surrenders, disclaimers
                  and variations in relation to or otherwise affecting the
                  Issuer Charged Property in each case in such manner, for
                  such consideration (if any) and generally upon such terms
                  (including by deferred payment of payment by instalments) as
                  it may think fit and/or concur in any of the foregoing (and
                  nothing shall preclude any such disposal being made to a
                  Issuer Secured Creditor);



                                      18
<PAGE>

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

         (d)      insure the Issuer Charged Property against such risks and
                  for such amounts as it may consider prudent and obtain bonds
                  and performance guarantees;

         (e)      otherwise protect, maintain or improve, the Issuer 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 Issuer 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 Issuer Security Trustee or any other party to the Issuer
                  Transaction Documents) and to form a subsidiary or
                  subsidiaries of the Master Issuer;

         (g)      carry on and manage or concur in managing or appoint a
                  manager of, the whole or any part of the business of the
                  Master Issuer 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 the Master Issuer is a party;

         (h)      sell or concur in selling the whole or any part of the
                  Master Issuer'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 the Master
                  Issuer 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), borrow or raise money from any
                  person, without security or on the security of the Issuer
                  Charged Property (either in priority to the Issuer 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 Issuer Charged
                  Property or the Issuer Security;

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

                                      19
<PAGE>

                  relation to the Issuer Charged Property which it may
                  consider expedient as effectual as if it were solely and
                  absolutely entitled to the Issuer 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 the Master Issuer or
                  otherwise, as it may think fit, all documents, 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
                  Issuer 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 Clause 8
                  (Receivers) or otherwise in respect of the Issuer 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 (Issuer
                  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 Issuer 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 Issuer 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
         Issuer Security Trustee, all monies from time to time received by
         such Receiver shall be paid over to the Issuer Security Trustee to be
         held by it on the trusts declared under this Deed and to be
         distributed in accordance with Clause 7.3 (Issuer Post-Enforcement
         Priority of Payments).

8.9      Payment to Receiver: The Issuer Security Trustee may pay over to such
         Receiver any monies constituting part of the Issuer Charged Property
         for the same to be applied for the purposes of this Deed by such
         Receiver and the Issuer 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.

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.



                                      20
<PAGE>

8.11     Appointment of Administrator:

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

                  (i)      the service of an Issuer Enforcement Notice; or

                  (ii)     being requested to do so by the Master Issuer; 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 Issuer
                  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 Issuer Security
                  Trustee under paragraph 14 of Schedule B1 to the Insolvency
                  Act 1986, the Issuer Security Trustee may, by notice in
                  writing to the Master Issuer, 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.

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

                                      21
<PAGE>

         (h)      In exercising his functions hereunder and under the
                  Insolvency Act 1986, the administrator acts as agent of the
                  Master Issuer and does not act as agent of the Issuer
                  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:

         (a)      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 the Master Issuer or other
                  order having substantially the same effect to be made on
                  application by a creditor or creditors of the Master Issuer,
                  the Issuer Security Trustee shall, (except in the
                  circumstances where the Issuer Security Trustee has taken
                  steps to appoint an administrator in accordance with Clause
                  8.11 (Appointment of an 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 Issuer Charged
                  Property and, in the case of any application to the court or
                  petition the Issuer Security Trustee shall instruct the
                  Receiver to attend at the hearing of the application or
                  petition and take such steps as are necessary to prevent the
                  appointment of an administrator. The Issuer Secured
                  Creditors shall co-operate and do all acts and enter into
                  such further documents, deeds or agreements as the Issuer
                  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.

         (b)      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: The Master Issuer covenants with and undertakes to
         the Issuer Security Trustee from time to time (notwithstanding that
         the security may not have become enforceable and/or the Note Trustee
         may not have served any Issuer Enforcement Notice) upon demand:

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

                                      22
<PAGE>

                           assets may be located in order to confer on the
                           Issuer Security Trustee security over such property
                           and assets equivalent or similar to the security
                           intended to be conferred by or pursuant to this
                           Deed) and in such form as the Issuer 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 Issuer Charged
                           Property or the exercise, or proposed exercise, of
                           any of the powers, duties or discretions vested or
                           intended to be vested in the Issuer Security
                           Trustee or such Receiver by or pursuant to this
                           Deed or doing any act or thing deemed necessary by
                           the Issuer Security Trustee or the Receiver;

         (b)      to give or join in giving or procure 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 Issuer Security Trustee or
                  the Receiver may require at the cost of the Master Issuer,

         and for the purpose of this Clause 9.1 (Further Assurance) a
         certificate in writing signed by the Issuer Security Trustee to the
         effect that any particular assurance or thing is required by it shall
         be conclusive evidence of that fact provided that the Master Issuer
         shall not be obliged to execute any such documentation or take any
         other action or steps to the extent that it would breach a
         restriction in any agreement to which it is a party (save where the
         other parties hereto agree to such breach) or conflict with any
         applicable law.

9.2      Execution of Power of Attorney: Immediately upon execution of this
         Deed, the Master Issuer shall execute and deliver to the Issuer
         Security Trustee the power of attorney in or substantially in the
         form set out in Schedule 1 (Form of Security Power of Attorney).

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

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 Issuer Security Trustee may have, but
         subject to any prohibition or restriction imposed by law, the Issuer
         Security Trustee may, by notice in writing to the Master Issuer,
         declare that the floating charge hereby created shall be converted
         into first specific fixed charges over such of the undertaking,
         property and assets of the Master Issuer as the Issuer Security
         Trustee may specify in such notice at any time if:

         (a)      a Note Event of Default or a Potential Note Event of Default
                  has occurred; or



                                      23
<PAGE>

         (b)      the Issuer Security Trustee believes that the Issuer 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

         (c)      the Issuer Security Trustee considers that it is desirable
                  in order to protect the priority of the security created by
                  this Deed,

         provided that the floating charge created by this Deed may not be
         converted into a fixed charge or charges solely as a result of the
         obtaining of a moratorium (or anything done with a view to obtaining
         a moratorium) under the Insolvency Act 2000 except with the 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 the Master Issuer
                  subject to the floating charge, upon:

                  (i)      the Master Issuer ceasing to carry on its business
                           or a material part thereof as a going concern;

                  (ii)     the presentation of a petition for or the making of
                           an application for the compulsory winding-up of the
                           Master Issuer;

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

                  (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 the Master Issuer;

                  (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 the Master Issuer subject to the
                           floating charge;

                  (vi)     the occurrence of a Note Event of Default or, if
                           there are no Issuer Notes outstanding, following a
                           default in payment of any other Issuer Secured
                           Obligations on its due date or within any
                           applicable grace period following such due date
                           stated in the relevant Issuer Transaction Document;
                           and/or

         (b)      any property, assets or undertaking of the Master Issuer,
                  which become subject to an Encumbrance in favour of any
                  person other than the Issuer 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 Issuer Transaction Documents, immediately
                  prior to such Encumbrance arising or such sale, transfer or
                  other disposition being made,



                                      24
<PAGE>

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

11.      Provisions relating to the Security

11.1     Continuing Security:  The Issuer 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 Issuer Secured Creditors or the Issuer
                  Security Trustee on their behalf in respect of the whole or
                  any part of the Issuer Secured Obligations and shall not be
                  affected by any release, reassignment or discharge of such
                  other security; and

         (b)      a continuing security for the Issuer Secured Obligations and
                  shall remain in force as continuing security for the Issuer
                  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 Issuer 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 any of the Issuer Security.

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

      (a)   the Issuer Security Trustee may open a new account in the name of
            the Master Issuer 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 the Master Issuer to the Issuer Security
            Trustee after the Issuer 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 Issuer Secured Obligations as at the time the Issuer
            Security Trustee received such notice.

11.4     Avoidance of Payments: Any settlement, discharge or release between
         (a) the Master Issuer and (b) the Issuer 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 the
         Master Issuer 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 the Master Issuer and from the security
         subsequently as if such settlement, discharge or release had not
         occurred.



                                      25
<PAGE>



11.5     Retention of Charges: If the Issuer Security Trustee shall have
         reasonable grounds for believing that the Master Issuer may be
         insolvent or deemed to be insolvent pursuant to the provisions of the
         Insolvency Act 1986 (and production of a solvency certificate of a
         duly authorised officer of the Master Issuer shall be prima facie
         evidence of the solvency of the Master Issuer) as at the date of any
         payment made by the Master Issuer to the Issuer Security Trustee and
         that as a result, such payment may be capable of being avoided or
         clawed back, the Issuer 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
         Issuer Secured Obligations notwithstanding any release, settlement,
         discharge or arrangement which may be given or made by the Issuer
         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 the Master Issuer, or if the
         Master Issuer shall commence to be wound up or to go into
         administration or any analogous proceedings shall be commenced by or
         against the Master Issuer, as the case may be, the Issuer Security
         Trustee shall be at liberty to continue to retain such security for
         such further period as the Issuer 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 Issuer Security Trustee
         of all Issuer Secured Obligations.

11.6     Possession: Entry into possession of the Issuer Charged Property or
         any part thereof shall not render the Issuer Security Trustee or any
         Receiver of the Master Issuer liable to account as mortgagee or
         creditor in possession for anything except actual receipts. If and
         whenever the Issuer Security Trustee or the Receiver enters into
         possession of the Issuer 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 Issuer Security Trustee or the Master Issuer or any
         amalgamation, merger or consolidation by the Issuer Security Trustee
         or the Master Issuer, with any other corporation (whether, in the
         case of the Master Issuer, permitted under the Issuer Transaction
         Documents or not).

12.      Protection of Third Parties

12.1     No Enquiry: No purchaser from, or other person dealing with, the
         Issuer 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 Issuer
         Secured Obligations remain outstanding or have become payable,
         whether the Issuer 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 Issuer Security Trustee or any
         such Receiver.

12.2     Receipts to Current Parties: Upon any sale, calling in, collection,
         enforcement or other realisation of the Issuer Charged Property in
         accordance with the terms hereof

                                      26
<PAGE>

         and upon any other dealing or transaction under or pursuant to this
         Deed, the receipt of the Issuer Security Trustee or any Receiver
         shall be an absolute and a conclusive discharge to a purchaser or
         other person dealing with the Issuer 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 Issuer
         Security Trustee or such Receiver.

13.      Set-Off

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

14.      Representations and Covenants

14.1     Representations and Warranties:

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

         (b)      The Master Issuer represents that it has taken all necessary
                  steps to enable it to create the Issuer Security in respect
                  of the Issuer Charged Property 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 Issuer
                  Charged Property.

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

14.2     Negative Covenants: The Master Issuer hereby undertakes that, for so
         long as any Issuer Secured Obligation remains outstanding, the Master
         Issuer shall not, save to the

                                      27
<PAGE>

         extent contemplated or provided in the Issuer Transaction Documents
         or unless it has obtained the prior written consent of the Issuer
         Security Trustee:

         (a)      open or maintain any bank account or deposit account with
                  any bank or any other financial institution other than the
                  Issuer Bank Accounts or the Issuer Swap Collateral Accounts
                  or close the Issuer Bank Accounts or the Issuer Swap
                  Collateral Accounts;

         (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 property,
                  assets or undertaking or any interest, estate, right, title
                  or benefit therein or agree or purport to do any of the
                  foregoing;

         (c)      create or permit to subsist any Security Interest (unless
                  arising by operation of law) over or in respect of any of
                  its property, assets (including any uncalled capital) or
                  undertaking, present or future provided that on the issuance
                  of Issuer Notes on any Closing Date, the making available of
                  any Loan Tranches by the Master Issuer to Funding 2 or if
                  any new Funding 2 Intercompany Loans are made available by a
                  new Funding 2 Issuer to Funding 2 in accordance with the
                  terms of the Transaction Documents, the Master Issuer shall
                  be entitled to create the Security Interests (if any)
                  contemplated under the applicable Deed of Accession;

         (d)      incur any indebtedness in respect of borrowed money
                  whatsoever or give any guarantee or indemnity in respect of
                  any indebtedness of or of any obligation or any person;

         (e)      pay any dividend or make any other distribution to its
                  shareholder or issue any further shares;

         (f)      consolidate or merge with any other person or convey or
                  transfer its properties or assets substantially as an
                  entirety to any other person;

         (g)      make or consent to any amendment to, or variation of or
                  agree to waive or authorise any breach of, any provision of
                  any of the Issuer Transaction Documents or permit any person
                  whose obligations form part of the Issuer Charged Property
                  to be released from its respective obligations;

         (h)      offer to surrender to any company any amounts which are
                  available for surrender by way of group relief within
                  Chapter IV of Part X of the Income and Corporation Taxes Act
                  1988 except for full payment at the current applicable rate
                  of corporation tax applied to the surrendered amount and
                  payable at the date when corporation tax is due to be paid
                  by the claimant or would be due in the absence of the
                  surrender;

         (i)      do any act or thing the effect of which would be to make the
                  Master Issuer resident in any jurisdiction other than the
                  United Kingdom;



                                      28
<PAGE>

         (j)      permit any person other than the Master Issuer and the
                  Issuer Security Trustee to have any equitable interest in
                  any of its property, assets or undertakings or any interest,
                  estate, right, title or benefit therein;

         (k)      purchase or otherwise acquire any Note or Notes (including
                  the Issuer Notes);

         (l)      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;

         (m)      establish any branches or other establishments (being any
                  place of operations where a company carries on
                  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 in 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 the
                  Master Issuer are administered on a regular basis, is
                  England;

         (n)      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;
                  or

         (o)      have any employees.

14.3     Positive covenants: The Master Issuer covenants and undertakes with
         the Issuer Security Trustee for the benefit of the Issuer Secured
         Creditors that it shall:

         (a)      Registration of Security: 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)      Notice of Assignment: on the date hereof join with the
                  Issuer Security Trustee in giving notice of the assignments
                  and the security created under or pursuant to this Deed to
                  Funding 2, the Funding 2 Security Trustee and each other
                  party to any Issuer 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 Issuer Security Trustee
                  in giving notice of the assignments and the security created
                  under this Deed to any party to an Issuer Transaction
                  Document entered into by the Master Issuer after the date
                  hereof in each case in the form (or substantially in the
                  form) set out in Schedule 3 (Form of Notice of Assignment);

         (c)      Accounts: cause to be prepared and certified by the Auditors
                  of the Master Issuer in respect of each Financial Year,
                  accounts in such form as will comply with relevant legal and
                  accounting requirements for the time being and all
                  requirements for the time being of any stock exchange on
                  which the Issuer Notes are listed and, in particular, cause
                  to be prepared and certified by the

                                      29
<PAGE>

                  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)      Books and Records: 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 accounts
                  of the Master Issuer to be prepared and allow the Issuer
                  Security Trustee and any person or persons appointed by the
                  Issuer 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 Issuer Security Trustee carrying out its
                  duties under this Deed;

         (e)      Notice of Note Event of Default: give notice in writing to
                  the Issuer Security Trustee forthwith upon becoming aware of
                  the occurrence of any Note Event of Default or Potential
                  Note Event of Default including the status of any such
                  default or matter and what action the Master Issuer is
                  taking or proposes to take with respect thereto, without
                  waiting for the Issuer Security Trustee to take any action;

         (f)      Administration: immediately on receipt or notice of the same
                  supply the Issuer Security Trustee full details of any
                  application to the court for an administration order under
                  paragraph 10 of Schedule B1 of the Insolvency Act made in
                  respect of the Master Issuer and (without prejudice to
                  paragraph 12(2) of Schedule B1 to the Insolvency Act) of any
                  actual or proposed 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) or
                  (without prejudice to paragraph 26(1) of Schedule B1 to the
                  Insolvency Act) by the Master Issuer or its directors.

         (g)      Certificates Relating to Financial Information: give to the
                  Issuer Security Trustee (a) within seven days after demand
                  by the Issuer Security Trustee therefor and (b) (without the
                  necessity for any such demand) promptly after the
                  publication of its audited accounts in respect of each
                  Financial Year commencing with the Financial Year first
                  ending after the date hereof and in any event not later than
                  180 days after the end of each such Financial Year a
                  certificate signed by two directors of the Master Issuer 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 Note Event of
                  Default or any Potential Note 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 the Master Issuer has
                  complied with all its obligations contained in this Deed and
                  each of the other Issuer Transaction Documents or (if such
                  is not the case) specifying the respects in which it has not
                  so complied;



                                      30
<PAGE>

         (h)      Further Assurances: so far as permitted by applicable law,
                  at all times execute all such further documents and do all
                  such further acts and things as may be necessary at any time
                  or times in the opinion of the Issuer Security Trustee to
                  give effect to this Deed and the other Issuer Transaction
                  Documents;

         (i)      Compliance with Issuer Transaction Documents: observe and
                  comply with its obligations and use its reasonable
                  endeavours to procure that each other party to any of the
                  Issuer Transaction Documents complies with and performs all
                  its respective obligations under each Issuer Transaction
                  Document and notify the Issuer Security Trustee forthwith
                  upon becoming aware of any breach by any such other party to
                  any Issuer Transaction Document;

         (j)      Information: so far as permitted by applicable law, give or
                  procure to be given to the Issuer Security Trustee such
                  opinions, certificates, information and evidence as it shall
                  require and in such form as it shall require (including
                  without limitation the procurement by the Master Issuer of
                  all such certificates called for by the Issuer Security
                  Trustee pursuant to this Deed) for the purpose of the
                  discharge or exercise of the duties, trusts, powers,
                  authorities and discretions vested in it under this Deed or
                  by operation of law;

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

         (l)      Swap Transactions: treat each Issuer Swap Transaction in its
                  accounts 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;

         (m)      Issuer Swap Agreements: in the event of termination of any
                  Transaction (as defined in an Issuer Swap Agreement) under
                  an Issuer Swap Agreement, notify the Security Trustee and
                  the Rating Agencies and use its best efforts to enter into a
                  replacement of that Transaction upon terms acceptable to the
                  Rating Agencies and the Issuer Security Trustee with an
                  Issuer Swap provider whom the Rating Agencies have
                  previously confirmed in writing to the Master Issuer and the
                  Issuer Security Trustee will not cause the then-current
                  ratings of the Issuer Notes to be downgraded, withdrawn or
                  qualified;

         (n)      Bank Accounts: in the event of termination of the Issuer
                  Bank Account Agreement, subject to and in accordance with
                  the provisions of the Issuer Bank Account Agreement use its
                  reasonable endeavours to enter into a replacement bank
                  account agreement;

         (o)      Cash Management Agreement: in the event of termination of
                  the Issuer Cash Management Agreement, subject to and in
                  accordance with the provisions of the Issuer Cash Management
                  Agreement, use its reasonable endeavours to enter into a
                  replacement cash management agreement;

         (p)      Centre of Main Interests: the Master Issuer shall have its
                  Centre of Main Interests (as defined in the EU Regulation)
                  in the UK; and



                                      31
<PAGE>

         (q)      Separate Issuer Swap Transactions: the Master Issuer shall,
                  where an Issuer Swap is required in relation to a Series and
                  Class of Notes, enter into an Issuer Swap Agreement which is
                  separate and distinct from each other Issuer Swap Agreement
                  to which the Master Issuer is then a party;

         In addition to the foregoing, the Master Issuer hereby covenants with
         each of the Issuer Swap Providers, that it shall not make any
         amendment or modification to, or exercise any waiver in respect of,
         the Issuer Cash Management Agreement which would be adversely
         prejudicial to the interests of any Issuer Swap Provider, without the
         prior written consent of the affected Issuer Swap Provider save that
         to the extent required, such consent shall not be unreasonably
         withheld or delayed.

15.      Supplement to Trustee Acts

15.1     Section 1 of the Trustees Act 2000 shall not apply to the duties of
         the Issuer Security 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 Issuer Security 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 remaining
         provisions of this Clause 15 (Supplement to Trustee Acts).

15.2     Reliance on Information:

         (a)      The Issuer Security Trustee may in relation to this Deed or
                  any other Issuer Transaction Document act and rely upon the
                  opinion or advice of, or a certificate or a report or any
                  information (whether addressed to the Issuer 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 the Master Issuer, the Issuer Security Trustee
                  or otherwise, whether or not any of the aforesaid or any
                  engagement letter or other document entered into by the
                  Issuer Security Trustee and the relevant person in
                  connection therewith contains any monetary or other limit on
                  the liability of the relevant person and the Issuer Security
                  Trustee shall not be responsible for any loss occasioned by
                  so acting or relying on. Any such opinion, advice,
                  certificate or information may be sent or obtained by
                  letter, facsimile reproduction or in any other form and the
                  Issuer 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 Issuer Security Trustee may call for and shall be
                  entitled to rely upon a certificate, reasonably believed by
                  it to be genuine, of the Master Issuer or any other person
                  in respect of every matter and circumstance for which a
                  certificate is expressly provided for under this Deed, the
                  Conditions or any other Issuer Transaction Document and to
                  call for and rely upon a certificate of the Agent Bank, any
                  Paying Agent, Registrar, Transfer Agent, any Reference Bank
                  or any other person reasonably believed by it to be genuine
                  as

                                      32
<PAGE>

                  to any other fact or matter prima facie within the knowledge
                  of such Agent Bank, Paying Agent, Registrar, Transfer Agent,
                  Reference Bank or such other person as sufficient evidence
                  thereof and the Issuer Security Trustee shall not be bound
                  in any such case to call for further evidence or be
                  responsible for any Liability or inconvenience that may be
                  caused by it failing to do so.

         (c)      The Issuer Security Trustee shall be entitled to act on any
                  directions provided in accordance with Clause 15.13 (Issuer
                  Security Trustee to act on directions) without further
                  enquiry and to assume that any such directions are given in
                  accordance with the provisions of this Deed and the Issuer
                  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 directions. The Issuer
                  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 Issuer 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 Issuer 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 the Master Issuer. Each Issuer Secured Creditor
                  and each other Issuer 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 the Master
                  Issuer and the Issuer Security Trustee shall not at any time
                  have any responsibility for the same and each Issuer Secured
                  Creditor and other Issuer Secured Creditors shall not rely
                  on the Issuer Security Trustee in respect thereof.

         (b)      The Issuer Security Trustee shall not be responsible for the
                  execution, legality, effectiveness, adequacy, genuineness,
                  validity or enforceability or admissibility in evidence of
                  any Issuer Transaction Document or any other document
                  entered into in connection therewith or any security thereby
                  constituted or purported to be constituted thereby nor shall
                  it be responsible or liable to any person because of any
                  invalidity of any provision of such documents or the
                  unenforceability thereof, whether arising from statute, law
                  or decision of any court.

         (c)      The Issuer 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
                  Issuer Security Trustee) contained herein or in any other
                  Issuer Transaction Document or any other document entered
                  into in connection therewith and shall assume the accuracy
                  and correctness thereof.

         (d)      The Issuer Security Trustee may accept without enquiry,
                  requisition or objection such title as the Master Issuer may
                  have to the Issuer Charged Property or 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 in the
                  title of the Master Issuer to

                                      33
<PAGE>

                  the Issuer Charged Property or 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 Issuer Security
                  Trustee or might have been discovered upon examination,
                  inquiry or investigation and whether or not capable of
                  remedy.

         (e)      The Issuer 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 Issuer Security or
                  the priority of the Issuer Security created 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 thereby.

         (f)      The Issuer 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 assets the subject matter of any of this Deed or any
                  other document.

         (g)      The Issuer 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 the Master
                  Issuer or any other person of the provisions of this Deed or
                  any other Issuer Transaction Document and shall be entitled
                  to assume that each person is properly performing and
                  complying with its obligations hereunder.

         (h)      The Issuer 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 Issuer Charged Property or any Issuer
                  Transaction Document.

         (i)      The Issuer Security Trustee shall have no responsibility
                  whatsoever to any Issuer Secured Creditor as regards any
                  deficiency which might arise because the Issuer Security
                  Trustee is subject to any Tax in respect of the Issuer
                  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 Issuer
                  Secured Creditor.

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

         (k)      The Issuer Security Trustee shall not be responsible for,
                  nor shall it have any liability with respect to, any loss or
                  theft of the Issuer Charged Property.

         (l)      The Issuer Security Trustee shall not be liable or
                  responsible for any loss, cost, damage, expense or
                  inconvenience which may result from anything done or

                                      34
<PAGE>

                  omitted to be done by it under this Deed or under any of the
                  other Issuer Transaction Documents.

         (m)      The Issuer 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 trust as the Issuer Security Trustee may
                  determine, including for the purpose of depositing with a
                  custodian this Deed or any Issuer Transaction Document and
                  the Issuer Security Trustee shall not be responsible for any
                  loss, liability, expense, demand, cost, claim or proceedings
                  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 any such person.

         (n)      The Issuer Security Trustee shall (save as expressly
                  otherwise provided in this Deed or in any other Issuer
                  Transaction Document) as regards all rights, powers,
                  authorities and discretions vested in it by this Deed or any
                  other Issuer Transaction Document, or by operation of law,
                  have absolute and uncontrolled discretion as to the exercise
                  or non-exercise thereof and the Issuer Security Trustee
                  shall not be responsible for any liability that may result
                  from the exercise or non-exercise thereof but whenever the
                  Issuer Security Trustee is under the provisions of this Deed
                  bound to act at the request or direction of any party, the
                  Issuer 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.

         (o)      The Issuer Security Trustee as between itself and the Issuer
                  Secured Creditors or any of them shall have full power to
                  determine all questions and doubts arising in relation to
                  any of the provisions of this Deed and/or any other Issuer
                  Transaction Document and every such determination, whether
                  made upon a question actually raised or implied in the acts
                  or proceedings of the Issuer Security Trustee, shall be
                  conclusive and shall bind the Issuer Security Trustee and
                  the Issuer Secured Creditors.

         (p)      The Issuer Security Trustee shall not be responsible for any
                  liability occasioned to the Issuer Charged Property however
                  caused, whether by an act or omission of the Master Issuer
                  or any other party to the Issuer 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
                  Issuer Charged Property is held by or to the order of any
                  such persons.

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

         (r)      In connection with the exercise by it of any of its trusts,
                  powers, authorities and discretions under this Deed
                  (including without limitation any power to authorise any
                  amendment or to waive any breach or to make any
                  determination) the Issuer Security Trustee shall:



                                      35
<PAGE>

                  (i)      whilst the Notes are outstanding, act only at the
                           direction of the Note Trustee.

                  (ii)     at any time after the redemption in full of the
                           Issuer Notes, it shall have regard to the interest
                           of the Issuer Secured Creditor which ranks next
                           highest under the Issuer Post-Enforcement Priority
                           of Payments;

                  (iii)    it shall not have regard to, or be in any way
                           liable for, the consequences of any exercise
                           thereof for any other person.

                  In all cases, the Issuer Security Trustee will only be
                  obliged to act if it is indemnified and/or secured to its
                  satisfaction.

         (s)      The Issuer Security Trustee may determine whether or not a
                  default in the performance by the Master Issuer of any
                  obligation under the provisions of this Deed or any other
                  Issuer Transaction Document or a default in the performance
                  by Funding 2 of any obligation under the Funding 2
                  Intercompany Loan Agreement is capable of remedy and/or
                  whether the same is materially prejudicial to the interests
                  of the Issuer Secured Creditors or any of them and if the
                  Issuer 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 Issuer Secured Creditors
                  or any of them, such certificate shall be conclusive and
                  binding upon the Master Issuer and the Issuer Secured
                  Creditors. (t) The Issuer Security Trustee may, in the
                  conduct of its trust business, instead of acting personally,
                  employ and pay an agent on any terms, 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
                  Issuer Security Trustee (including the receipt and payment
                  of monies).

         (u)      In relation to any asset held by the Issuer Security Trustee
                  under this Deed, the Issuer Security Trustee may appoint any
                  person to act as its nominee on any terms.

         (v)      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 other Issuer 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 Issuer Transaction Documents, including matters which
                  might or should have been attended to in person by a trustee
                  not being a banker, lawyer, broker or other professional
                  person.

         (w)      The Issuer 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 Issuer
                  Transaction Documents, act by responsible officers or a
                  responsible officer for the time being of the Issuer
                  Security Trustee. The Issuer Security

                                      36
<PAGE>

                  Trustee may also, whenever it thinks expedient in the
                  interests of the Issuer 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 Issuer Transaction Documents. Any such
                  delegation may be made upon such terms and subject to such
                  conditions and subject to such regulations (including power
                  to sub-delegate) as the Issuer Security Trustee may think
                  fit in the interests of the Issuer Secured Creditors. The
                  Issuer Security Trustee shall give prompt notice to the
                  Master Issuer 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
                  the Master Issuer.

         (x)      If the Issuer Security Trustee exercises reasonable care in
                  selecting any custodian, agent, delegate, nominee or any
                  other person appointed under this Clause 15.3 (Powers and
                  Duties) (each, an "Appointee") it will not have any
                  obligation to supervise such Appointee or be responsible for
                  any loss, liability, costs, claim, proceedings or expenses
                  incurred by reason of such Appointee's misconduct, omission
                  or default or the misconduct, omission or default of any
                  substitute lawfully appointed by such Appointee.

         (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 Deed 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 Issuer Security Trustee in its absolute
                  discretion but having regard to rates of exchange if
                  available and the Issuer Security Trustee shall not be
                  liable for any loss occasioned by the said conversion under
                  this paragraph (w) and any rate mentioned and date so
                  specified shall be binding on the Issuer Secured Creditors.

         (z)      Any consent given by the Issuer Security Trustee for the
                  purposes of this Deed or any of the other Issuer Transaction
                  Documents may be given on such terms and subject to such
                  conditions (if any) as the Issuer Security Trustee thinks
                  fit and may be given retrospectively. The Issuer Security
                  Trustee may (subject to the provisions of Clause 15.13) 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 Issuer Secured Creditors will not
                  be materially prejudiced thereby.

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

         (bb)     The Issuer 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 Issuer Secured
                  Creditor or any other person any information made available
                  to the Issuer Security Trustee by the Master Issuer or any
                  other person in connection with the trusts of this Deed or
                  any other Issuer Transaction Documents and no

                                      37
<PAGE>

                  Issuer Secured Creditor or any other person shall be
                  entitled to take any action to obtain from the Issuer
                  Security Trustee any such information. The Issuer Security
                  Trustee shall not be responsible for exercising the rights
                  of any of the parties under the Issuer Transaction Documents
                  or considering the basis upon which the approvals or
                  consents are granted by any of the parties under the Issuer
                  Transaction Documents.

         (cc)     Notwithstanding anything else in this Deed, the Issuer Notes
                  or any other Issuer Transaction Document, the Issuer
                  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.

         (dd)     Without prejudice to the right of the Issuer Security
                  Trustee to require and/or accept any other evidence, the
                  Issuer Security Trustee may accept as conclusive evidence of
                  any fact or matter in relation to the Master Issuer or
                  required to be certified by the Master Issuer under the
                  Conditions, a certificate signed by two directors of the
                  Master Issuer and the Issuer Security Trustee shall not be
                  bound in any such case to call for further evidence or be
                  responsible for any liability that may be occasioned by it
                  or any other person acting on such certificate.

         (ee)     If an Event of Default occurs and is continuing and if it is
                  known to an Authorised Officer of the Issuer Security
                  Trustee, the Issuer Security Trustee shall mail to each
                  Issuer Secured Creditor notice of such Note Event of Default
                  within 90 days after it occurs.

         (ff)     The powers conferred by this Deed upon the Issuer 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 Issuer Security Trustee or any such
                  Receiver by statute or under common law.

         (gg)     The Issuer Security Trustee has no duties or
                  responsibilities except those expressly set out in this Deed
                  or in the other Issuer Transaction Documents.

         (hh)     Without prejudice to the provisions of any Issuer
                  Transaction Documents relating to insurance, the Issuer
                  Security Trustee shall not be under any obligation to insure
                  any of the Issuer Charged Property or the Funding 2 Charged
                  Property or any deeds or documents of title or other
                  evidence in respect of the Issuer Charged Property or the
                  Funding 2 Charged Property or to require any other person to
                  maintain any such insurance or monitor the adequacy of any
                  such insurance and shall not be responsible for any
                  liability which may be suffered by any person as a result of
                  the lack of or inadequacy of any such insurance.

15.4     No Financial Liability: Notwithstanding any other provision of this
         Deed or of any other Issuer Transaction Document, nothing shall
         require the Issuer 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

                                      38
<PAGE>

         connection with this Deed or any other Issuer 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. The Issuer Security Trustee shall not
         be responsible for exercising the rights of any of the parties under
         the Issuer Transaction Documents or considering the basis upon which
         the approvals or consents are granted by any of the parties under the
         Issuer Transaction Documents.

15.5     Ascertaining Default: The Issuer Security Trustee shall not be
         responsible or liable for:

         (a)      exercising any rights or powers which are assigned to it by
                  any party to the Issuer Transaction Documents, including,
                  without limitation, any servicing, administration and
                  management functions in relation to the Mortgage Loans and
                  shall not be liable to any person for the exercise or
                  non-exercise of any such rights and powers;

         (b)      ascertaining whether a default has occurred under the terms
                  of any of the Issuer Transaction Documents and, save where
                  otherwise specifically provided in the Issuer Transaction
                  Documents, nor is the Issuer Security Trustee responsible
                  for taking any action in connection with any such default or
                  alleged default;

15.6     Rating of Issuer Notes: The Issuer Security Trustee shall have no
         responsibility for the maintenance of any rating of the Issuer Notes
         by the Rating Agencies or any other credit-rating agency or any other
         person.

15.7     Delivery of Certificates: The Issuer Security Trustee shall have no
         liability whatsoever for any loss, cost damages or expenses directly
         or indirectly suffered or incurred by the Master Issuer, any Issuer
         Secured Creditor or any other person as a result of the delivery by
         the Issuer Security Trustee of a certificate, or the omission by it
         to deliver a certificate, to the Master Issuer as to material
         prejudice, on the basis of an opinion formed by it in good faith.

15.8     Assumption of No Default: The Issuer Security Trustee shall not be
         bound to ascertain whether any Note Event of Default or Potential
         Note Event of Default has happened and, until it shall have actual
         knowledge or express notice to the contrary, the Issuer Security
         Trustee shall be entitled to assume that no such Note Event of
         Default or Potential Note Event of Default has happened and that the
         Master Issuer is observing and performing all the obligations on its
         part under the Issuer Notes and this Deed and no event has happened
         as a consequence of which any Issuer Notes may become repayable.

15.9     Assumption of no Intercompany Loan Default: The Issuer 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 actual knowledge or express notice to the contrary, the Issuer
         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;



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<PAGE>

         The Issuer Security Trustee shall not be bound to ascertain whether
         any Issuer 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 Issuer Cash Manager Termination Event would
         constitute the same has happened and, until it shall receive express
         notice to the contrary pursuant to Clause 11.4 (Note of Event of
         Default) of the Issuer Cash Management Agreement, the Issuer Security
         Trustee shall be entitled to assume that no such Issuer Cash Manager
         Termination Event or such other event as described above has happened
         and that the Issuer Cash Manager is observing and performing its
         obligations contained in the Issuer Cash Management Agreement.

         The Issuer Security Trustee shall not be bound to ascertain whether
         any Termination Event under the Issuer Bank Account Agreement or any
         event which with the giving of notice or expiry of any grace period
         or certification as specified in the Issuer 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 Issuer Bank Account Agreement, the Issuer Security Trustee shall
         be entitled to assume that no such termination event under the Issuer
         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 Issuer Bank Account Agreement.

15.10    Commercial Transactions: The Issuer Security Trustee shall not, and
         no director, officer or employee of any corporation being an Issuer
         Security Trustee hereof shall by reason of the fiduciary position of
         the Issuer Security Trustee be in any way precluded from making any
         commercial contracts or entering into any commercial transactions
         with any party to the Issuer 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 Issuer 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 Issuer Transaction
         Documents or any contract of banking or insurance of any party to the
         Issuer Transaction Documents and neither the Issuer Security Trustee
         nor any such director, officer or employee shall be accountable to
         any Issuer Secured Creditor or to any party to the Issuer 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 Issuer Security Trustee and any
         such director, officer or employee shall also be at liberty to retain
         the same without accounting therefor.

15.11    Issuer Security Trustee Liable for Negligence etc.: Notwithstanding
         any other provision of this Deed, none of the provisions of this Deed
         shall, in any case in which the Issuer Security Trustee has failed to
         show the degree of care and diligence required of it as trustee under
         this Deed having regard to the provisions of this Deed conferring on
         the Issuer Security Trustee any powers, authorities or discretions,
         relieve the Issuer Security Trustee from or indemnify the Issuer
         Security Trustee against 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.



                                      40
<PAGE>

15.12    Issuer Security Trustee to act on directions: Notwithstanding any
         other provision in any other Issuer Transaction Document, each of the
         Issuer Secured Creditors and the Master Issuer acknowledges that 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 Issuer Transaction Documents or by
         operation of law, the Issuer Security Trustee shall, for so long as
         there are any Issuer Notes outstanding, act only at the request or
         directions received from the Note Trustee and shall not be
         responsible for any Liability or inconveniences that may result from
         the exercise or non-exercise thereof (including any Liability
         occasioned by any delay or failure on the part of the Note Trustee(s)
         to make any such request or give any such discretion provided that:

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

         (b)      if there is any conflict between the Principal Directions,
                  due to more than one Noteholder having Issuer Notes of the
                  same class as their highest ranking class, the Issuer
                  Security Trustee shall have regard only to the Principal
                  Directions of the Note Trustee(s) representing the holders
                  of the greatest aggregate principal amount outstanding of
                  the highest ranking class of Issuer Notes, and for this
                  purpose, the principal amount outstanding of any Issuer Note
                  not denominated in Sterling shall be converted into Sterling
                  at the rate specified in the relevant swap agreement
                  applicable to such Issuer 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.

16.      Appointment, Removal and Retirement

16.1     Power of Master Issuer: Subject to the provisions of this Clause 16
         (Appointment, Removal and Retirement), the power of appointing a new
         Issuer Security Trustee in place of an existing Issuer Security
         Trustee shall be vested in the Master Issuer but such appointment or
         removal must (i) be approved by (save to the extent otherwise
         provided in the Conditions) an Extraordinary Resolution of the Class
         A Noteholders, the Class B Noteholders, the Class M Noteholders, the
         Class C Noteholders and the Class D Noteholders then outstanding, and
         (ii) be approved in writing by each other Issuer Secured Creditor
         (such approval not 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 Issuer
         Security Trustee and any retirement of an existing Issuer Security
         Trustee hereof shall as soon as practicable thereafter be notified by
         the Master Issuer to the Issuer Secured Creditors. Any new Issuer
         Security Trustee must meet the requirements set out in Clause 16.5
         (Retirement or Removal Not Effective).

16.2     Powers of Issuer Security Trustee to appoint: Notwithstanding the
         provisions of Clause 16.1 (Power of Master Issuer), the Issuer
         Security Trustee may (as attorney

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<PAGE>

         for the Master Issuer) upon giving prior notice to the Master Issuer
         but without the consent of the Master Issuer or the Issuer Secured
         Creditors appoint any person established or 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 Issuer Security
         Trustee:

         (a)      if the Issuer Security Trustee considers such appointment to
                  be in the interests of the Issuer Secured Creditors (or any
                  of them); or

         (b)      for the purposes of conforming to any legal requirements,
                  restrictions or Conditions in any jurisdiction in which any
                  particular act or acts is or are to be performed; or

         (c)      for the purposes of obtaining a judgment in any jurisdiction
                  or the enforcement in any jurisdiction of either a judgment
                  already obtained or any of the provisions of these presents
                  or any of the other Issuer Transaction Documents against the
                  Master Issuer or any other party thereto.

         The Master Issuer hereby irrevocably appoints the Issuer 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 these presents and any other Issuer
         Transaction Document to which the Issuer Security Trustee is a party)
         have such trusts, powers, authorities and discretions (not exceeding
         those conferred on the Issuer Security Trustee by these presents or
         any of the other Issuer Transaction Documents to which the Issuer
         Security Trustee is a party) and such duties and obligations as shall
         be conferred or imposed on it by the instrument of appointment. The
         Issuer Security Trustee shall have power in like manner to remove any
         such person. Such proper remuneration as the Issuer 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 these
         presents be treated as costs, charges and expenses incurred by the
         Issuer Security Trustee.

16.3     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 these
         presents and any of the other Issuer Transaction Documents in the
         Issuer Security Trustee generally.

16.4     Retirement or Removal of Issuer Security Trustee: Subject as provided
         in Clause 16.5 (Retirement or Removal not Effective), any Issuer
         Security Trustee for the time being of this Deed may retire at any
         time upon giving not less than three months' prior notice in writing
         to the Master Issuer without assigning any reason therefor and
         without being responsible for any costs resulting from such
         retirement.

16.5     Retirement or Removal not Effective: The retirement or removal of any
         Issuer Security Trustee shall not become effective unless there
         remains at least one trustee hereof being a trust corporation in
         office upon such retirement or removal. The Master Issuer covenants
         that, in the event of a trustee (being a sole trustee or the only
         trust corporation) giving notice or being removed under Clause 16.4
         (Retirement or Removal of Issuer Security Trustee) it shall use its
         best endeavours to procure a new Issuer Security Trustee of these
         presents (being a trust corporation) to be appointed as

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<PAGE>

         soon as reasonably practicable thereafter (for the avoidance of
         doubt, on the same terms as these presents). If within 30 days of
         having given notice of its intention to retire, the Master Issuer has
         failed to appoint a replacement Issuer Security Trustee, the outgoing
         Issuer Security Trustee will be entitled to appoint its successor
         provided that the Rating Agencies confirm that the then ratings of
         the Issuer Notes shall not be either reduced, qualified or withdrawn
         as a result of such appointment.

16.6     Funding 2 Security Trustee, Note Trustee and Issuer Security Trustee:
         If the Issuer Security Trustee retires or is removed in accordance
         with the provisions of this Clause 16 (Appointment, Removal and
         Retirement) then the Funding 2 Security Trustee, each Note Trustee
         and each other Issuer Security Trustee shall retire at the same time
         in accordance with the provisions of the Funding 2 Deed of Charge,
         the applicable Issuer Trust Deed and the applicable Issuer Deed of
         Charge. If the Funding 2 Security Trustee retires or is removed in
         accordance with the provisions of the Funding 2 Deed of Charge, a
         Note Trustee retires or is removed in accordance with the provisions
         of the applicable Issuer Trust Deed and/or another Issuer Security
         Trustee retires or is removed in accordance with the provisions of
         the applicable Issuer Deed of Charge, then the Issuer Security
         Trustee shall retire at the same time in accordance with the
         provisions of this Clause 16 (Appointment, Removal and Retirement).
         In each case the successor Issuer Security Trustee, the Funding 2
         Security Trustee, each successor Note Trustee and each other
         successor Issuer Security Trustee shall be the same person or
         persons.

17.      Remuneration and Indemnification of Issuer Security Trustee

17.1     Normal Remuneration: The Master Issuer shall (subject as hereinafter
         provided) pay to the Issuer Security Trustee remuneration of such
         amount as shall from time to time be agreed by the Master Issuer and
         the Issuer Security Trustee. The rate of remuneration in force from
         time to time may upon the final redemption of the whole of the Issuer
         Notes of any Series be reduced by such amount as shall be agreed
         between the Master Issuer and the Issuer Security Trustee, such
         reduced remuneration to be calculated from such date as shall be
         agreed as aforesaid. Such remuneration shall be payable in priority
         to payments to Noteholders and other Issuer Secured Creditors on each
         Monthly Payment Date subject to and in accordance with the relevant
         Issuer Priority of Payments. Such remuneration shall accrue from day
         to day and be payable up to and including the date when, all the
         Issuer Notes having become due for redemption, the redemption monies
         and interest thereon to the date of redemption have been paid to the
         Principal Paying Agent or, as the case may be, the Issuer Security
         Trustee PROVIDED THAT if upon due presentation of any Note
         Certificate or any cheque payment of the monies due in respect
         thereof is improperly withheld or refused, remuneration will commence
         again to accrue until payment to Noteholders is made.

17.2     Extra Remuneration: In the event of the occurrence of a Note Event of
         Default or the Issuer Security Trustee considering it expedient or
         necessary or being requested by the Master Issuer to undertake duties
         which the Issuer Security Trustee and the Master Issuer agree to be
         of an exceptional nature or otherwise outside the scope of the normal
         duties of the Issuer Security Trustee under this Deed, the Master
         Issuer shall pay to the Issuer Security Trustee such additional
         remuneration as shall be agreed between them;



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<PAGE>

17.3     Failure to Agree: In the event of the Issuer Security Trustee and the
         Master Issuer failing to agree:

         (a)      (in a case to which Clause 17.1 (Normal Remuneration)
                  applies) upon normal remuneration; or

         (b)      (in a case to which Clause 17.2 (Extra Remuneration)
                  applies) upon whether such duties shall be of an exceptional
                  nature or otherwise outside the scope of the normal duties
                  of the Issuer Security Trustee under these presents, or upon
                  such additional remuneration;

         such matters shall be determined by an investment bank (acting as an
         expert and not as an arbitrator) selected by the Issuer Security
         Trustee and approved by the Master Issuer or, failing such approval,
         nominated (on the application of the Issuer Security Trustee) by the
         President for the time being of The Law Society of England and Wales
         (the expenses involved in such nomination and the fees of such
         investment bank being payable by the Master Issuer) and the
         determination of any such investment bank shall be final and binding
         upon the Issuer Security Trustee and the Master Issuer.

17.4     Expenses: In addition to the remuneration hereunder, the Master
         Issuer shall on written request, pay all other costs, charges and
         expenses (against production of invoices) which the Issuer Security
         Trustee may properly incur in relation to:

         (a)      the negotiation, preparation and execution of, the exercise
                  of its powers and discretions and the performance of its
                  duties under these presents and any other Issuer Transaction
                  Documents including, but not limited to legal and travelling
                  expenses; and

         (b)      any other action taken by or on behalf of the Issuer
                  Security Trustee to enforce the obligations of the Master
                  Issuer under or resolving any doubt in respect of these
                  presents and/or any of the other Issuer Transaction
                  Documents.

17.5     Indemnity: The Master Issuer shall indemnify the Issuer Security
         Trustee 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 these presents and any of the other
         Issuer Transaction Documents provided that it is expressly stated
         that Clause 15.12 (Issuer Security Trustee Liable for Negligence
         etc.) shall apply in relation to these provisions.

17.6     Stamp Duties: The Master Issuer shall 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 in the United Kingdom on or arising
         out of or in consequence of:

         (a)      the execution and delivery of this Deed and any other Issuer
                  Transaction Document to which the Issuer Security Trustee is
                  a party; and



                                      44
<PAGE>

         (b)      any action in any jurisdiction taken by or on behalf of the
                  Issuer Security Trustee. If the Issuer Security Trustee (or
                  any Noteholder or Issuer Secured Creditor) where permitted
                  under these presents or the Issuer Trust Deed to do so shall
                  take any proceedings against the Master Issuer in any other
                  jurisdiction and if for the purpose of any such proceedings,
                  this Deed is taken into any such jurisdiction and any stamp
                  duties or other duties or taxes become payable thereon in
                  any such jurisdiction, the Master Issuer will pay (or
                  reimburse the person making payment of) such stamp duties or
                  other duties or taxes (including interest or penalties).

17.7     VAT: The Master Issuer shall in addition pay to the Issuer Security
         Trustee an amount equal to any value added tax or similar tax
         chargeable in respect of its remuneration under this Deed.

17.8     Interest: Subject as provided in Clause 17.9 (Payment), all sums
         payable by the Master Issuer under this Clause 17 (Remuneration and
         Indemnification of Issuer Security Trustee) shall be payable on
         demand or, in the case of any remuneration payable under Clause 17.1
         (Normal 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 Issuer Security Trustee 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 Issuer Security Trustee so requires)
         carry interest at such rate from the date specified in such demand.

17.9     Payment: Notwithstanding the other provisions of this Deed, any
         amount owing by the Master Issuer pursuant to this Clause 17
         (Remuneration and Indemnification of Issuer Security Trustee) shall
         only be payable by the Master Issuer subject to and in accordance
         with the applicable Issuer Priority of Payments which applies at such
         time.

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

18.      Modification and Waiver

18.1     Modification: Subject as expressly provided otherwise in any Issuer
         Transaction Document, the Issuer Security Trustee may (subject to the
         provisions of Clause 15.13 (Issuer Security Trustee to act on
         directions)) from time to time and without the consent or sanction of
         the Noteholders or any other Issuer Secured Creditor (other than the
         Note Trustee (if it is a party to the relevant document)) at any time
         concur with any person in making or sanctioning any modification or
         amendment to any of the Issuer Transaction Documents:

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



                                      45
<PAGE>

         (b)      which in the opinion of the Issuer Security Trustee such
                  modification is of a formal, minor or technical nature or to
                  correct an error established as such to the satisfaction of
                  the Issuer 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 (Issuer
                  Security) hereto.

         For the purposes of this Clause 18.1 (Modification), a proposed
         modification will not materially harm the interest of any Issuer
         Secured Creditors solely as a result of any Funding 2 Issuer
         executing a Deed of Accession pursuant to Clause 2.11 (New
         Intercompany Loan) of the Funding 2 Deed of Charge or the execution
         of a Deed of Accession.

         Any such modification may be made on such terms and subject to such
         conditions (if any) as the Issuer Security Trustee may determine,
         shall be binding upon the Master Issuer and the Issuer Secured
         Creditors and, unless the Issuer Security Trustee agrees otherwise,
         shall be notified by the Master Issuer to the Noteholders in
         accordance with the Conditions and to the other Issuer Secured
         Creditors as soon as practicable thereafter. So long as any of the
         Issuer Notes are rated by the Rating Agencies, the Master Issuer
         shall notify the Rating Agencies in writing as soon as reasonably
         practicable thereafter of any modification to the provisions of this
         Deed, the Issuer Notes, the Issuer Trust Deed or any of the other
         Issuer Transaction Documents. Each of the Issuer 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 18.1 (Modification and Waiver)).

18.2     Waiver: Subject as expressly provided otherwise in the Issuer Notes
         or in any other Transaction Document and to Clause 15.13 (Issuer
         Security Trustee to act at directions), the Issuer Security Trustee
         may from time to time and at any time without the consent or sanction
         of the Noteholders or any other Issuer Secured Creditor and without
         prejudice to its rights in respect of any subsequent breach, but only
         if and in so far as in its opinion the interests of the Issuer
         Secured Creditors would not be materially prejudiced thereby waive or
         authorise any breach or proposed breach by the Master Issuer or any
         other party thereto of any of the covenants or provisions contained
         in this Deed or in any of the other Transaction Documents PROVIDED
         ALWAYS THAT the Issuer Security Trustee shall not exercise any powers
         conferred on it by this Clause 18.2 (Waiver) in contravention of any
         express direction or request given in accordance with Clause 15.9
         (Assumption of no Intercompany Loan Default) (but so that no such
         direction or request shall affect any waiver, authorisation or
         determination previously given or made). Any such waiver,
         authorisation or determination:

         (a)      may be given or made on such terms and subject to such
                  conditions (if any) as the Issuer Security Trustee may
                  determine;

         (b)      shall be binding on the Noteholders and the other Issuer
                  Secured Creditors; and



                                      46
<PAGE>

         (c)      if, but only if, the Issuer Security Trustee shall so
                  require, shall be notified by the Master Issuer to the
                  Noteholders in accordance with the Conditions and to the
                  other Issuer Secured Creditors as soon as practicable
                  thereafter.

19.      Miscellaneous Provisions

19.1     Evidence of Indebtedness: In any action, proceedings or claim
         relating to this Deed or the Issuer Security, a statement as to any
         amount due to any Issuer Secured Creditor or of the Issuer Secured
         Obligations or any part thereof or a statement of any amounts which
         have been notified to the Issuer Security Trustee as being amounts
         due to any Issuer Secured Creditor which is certified as being
         correct by an officer of the Issuer Security Trustee or an officer of
         the relevant Issuer 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 the Master Issuer
         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 the Master Issuer whether as a result
                  of a lack of corporate powers or of directors' authority,
                  defective execution or for any other reason whatsoever;

         (b)      any giving of time, forbearance, indulgence or waiver as
                  regards the Master Issuer;

         (c)      a discharge or release of the Master Issuer; 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 Issuer Secured
                  Obligations and amounts whatsoever which this Deed provides
                  are to be paid by the Master Issuer or an absolute discharge
                  or release of the Master Issuer signed by the Issuer Secured
                  Creditors and the Issuer Security Trustee.

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

20.      Rights cumulative

         The respective rights of the Note Trustee, the Issuer Security
         Trustee, the Issuer 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 Note Trustee, the Issuer
         Security Trustee, the Issuer 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.



                                      47
<PAGE>

21.      Assignment

         None of the Issuer 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
         Issuer Security Trustee.

22.      Non Petition Covenant; Corporate Obligations

22.1     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
         being expressly agreed and understood that this Deed 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 the Master Issuer, to Granite Master Issuer
                  plc, 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 Note Trustee, to The Bank of New York,
                  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, 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 Principal Paying Agent, the Agent Bank,
                  the Registrar, the Transfer Agent or the Account Bank, to
                  Citibank, N.A., 5 Carmelite Street, London, EC4Y 0PA for the
                  attention of [o];



                                      48
<PAGE>

         (e)      in the case of the Issuer Cash Manager 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;

         (f)      in the case of the U.S. Paying Agent, to Citibank, N.A., 111
                  Wall Street, 14th Floor, 388 Greenwich Street, New York,
                  N.Y. 10013, U.S.A. (facsimile number 212 816 5527) for the
                  attention of Agency and Trust;

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

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

         (i)      in the case of S&P, to Standard & Poor's, 20 Canada Square,
                  Canary Wharf, London E14 5LH (facsimile number 020 7176
                  3598) for the attention of the Structured Finance
                  Surveillance Group; and

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

         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: 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.

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 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 Jurisdiction; Appropriate Forum

26.1     Governing Law: This Deed is governed by, and shall be construed in
         accordance with, English law.



                                      49
<PAGE>

26.2     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     Appropriate 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 of which this Deed has been executed by the parties hereto as a
deed which has been delivered on the date first appearing on page one.



                                      50
<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 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:


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

_______________________________


Name:




as Agent Bank, Issuer Account Bank, Principal Paying Agent, Registrar and
Transfer Agent
EXECUTED AND DELIVERED AS A DEED                     )
for and on behalf of                                 )
CITIBANK, N.A.                                       )
by its duly authorised signatory                     )

_______________________________


Name:



                                      51
<PAGE>


as US Paying Agent

EXECUTED AND DELIVERED AS A DEED                     )
for and on behalf of                                 )
CITIBANK N.A.                                        )
by its duly authorised signatory                     )

_______________________________


Name:





as Issuer Account Bank, Issuer Cash Manager and Start-Up Loan 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





                                      52
<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:



                                      53
<PAGE>



                                  SCHEDULE 1

                      FORM OF SECURITY POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [o] by Granite Master Issuer plc (registered
number 5250668) 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 (as amended, varied, supplemented or novated from
         time to time the "Issuer Deed of Charge") dated [o] January 2005
         between Granite Master Issuer plc, The Bank of New York as Issuer
         Security Trustee and others, 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 Issuer 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 Issuer Secured Obligations and the
         covenants, conditions, obligations and undertakings on the part of
         the Principal contained in the Issuer Deed of Charge and the other
         Issuer 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 Issuer Security Trustee or Issuer
         Security Trustees of and under the Issuer Deed of Charge (the
         "Attorney") and each and every person to whom the Issuer 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 Issuer Secured Creditors' interests and rights (as described
         in the Issuer Deed of Charge) in and to the Issuer Charged Property
         or which ought to be done by the Principal under the covenants,
         undertakings and provisions contained in the Issuer Deed of Charge
         and the other Issuer 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 Issuer Deed of Charge on
         the Issuer Security Trustee and/or any Receiver whether on or at any
         time after the security has become enforceable in accordance with
         Clause 6.2 (Enforceable) of the Issuer Deed of Charge or in any other
         circumstances where the Attorney has become entitled to take any of
         the steps referred to in the Issuer Deed of Charge including (without
         limitation) any or all of the following:



                                      54
<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 Issuer Charged
                  Property and/or fully and effectively vesting, transferring
                  or assigning the Issuer 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 Issuer Charged Property whatsoever
                  permitted under the Issuer 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
                  Issuer 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 2 (Issuer Security) of the Issuer Deed of
         Charge 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 Issuer
         Charged Property.



                                      55
<PAGE>

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

EXECUTED AS A DEED by                                )

GRANITE MASTER ISSUER PLC                            )

acting by:                                           )





Director

Name:



Title:



Director/Secretary

Name:



Title:












                                      56
<PAGE>


                                  SCHEDULE 2

                          ISSUER PRIORITY OF PAYMENTS

1.       Priority of Payments for Issuer Available Revenue Receipts Prior to
         Enforcement of the Issuer Security

         On each Monthly Payment Date, all Funding 2 Available Revenue
         Receipts received by the Master Issuer from Funding 2:

         (i)      in respect of items (B), (S), (U) and (V) of the Funding 2
                  Pre-Enforcement Revenue Priority of Payments shall be
                  credited to the Issuer Expense Sub-Ledger; and

         (ii)     being interest paid on a Loan Tranche shall be credited to a
                  sub-ledger (in respect of the related Series and Class of
                  Issuer Notes) to the Issuer Revenue Ledger.

         On each Distribution Date the Issuer Cash Manager will calculate
         whether there will be an excess or a deficit of Issuer Available
         Revenue Receipts to pay items (A) through (M) of the Issuer
         Pre-Enforcement Revenue Priority of Payments

         Issuer Available Revenue Receipts will be applied, as applicable:

         (a)      on each Monthly Payment Date; or

         (b)      on each day when due in respect of amounts due to third
                  parties pursuant to paragraph (C) below,

         in each case prior to the enforcement of the Issuer Security pursuant
         to this Deed of Charge or until such time as there are no Issuer
         Secured Obligations outstanding, in making such payments and
         provisions in the following order of priority (in each case only if
         and to the extent that payments or provisions of a higher priority
         have been made in full) (the "Issuer Pre-Enforcement Revenue Priority
         of Payments"):

         (A)      first, in no order of priority among them but in proportion
                  to the respective amounts due, to pay amounts due to the
                  Note Trustee and the Issuer 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 Note
                  Trustee or the Issuer Security Trustee, as applicable, under
                  the Issuer Trust Deed, this Deed of Charge or any other
                  Transaction Document to which the Master Issuer is a party;

         (B)      second, in no order of priority among them but in proportion
                  to the respective amounts due, to pay amounts due to the
                  Agent Bank, the Paying Agents, the Transfer Agent and the
                  Registrar together with interest and (to the extent not
                  already inclusive) VAT on those amounts, and to provide for
                  any costs, charges, liabilities and expenses due or to
                  become due during the following Interest Period to the Agent
                  Bank, the Paying Agents, the Transfer Agent and the
                  Registrar under the Issuer Paying Agent and Agent Bank
                  Agreement;



                                      57
<PAGE>

         (C)      third, to pay amounts due to any third party creditors of
                  the Master Issuer (other than those referred to later in
                  this order of priority of payments or in the Issuer
                  Pre-Enforcement Principal Priority of Payments), of which
                  the Issuer Cash Manager has notice prior to the relevant
                  Monthly Payment Date, which amounts have been incurred
                  without breach by the Master Issuer 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 during the
                  following Interest Period by the Master Issuer and to pay or
                  discharge any liability of the Master Issuer for corporation
                  tax on any chargeable income or gain of the Master Issuer;

         (D)      fourth, in no order or priority among them but in proportion
                  to the respective amounts due, to pay amounts due to the
                  Issuer Cash Manager under the Issuer Cash Management
                  Agreement, the Corporate Services Provider under the
                  Corporate Services Agreement and the Issuer Account Bank
                  under the Issuer Bank Account Agreement together with (to
                  the extent not already inclusive) VAT on those amounts, and
                  to provide for any amounts due or to become due in the
                  immediately succeeding Interest Period, to the Issuer Cash
                  Manager under the Issuer Cash Management Agreement, to the
                  Corporate Services Provider under the Corporate Services
                  Agreement and to the Issuer Account Bank under the Issuer
                  Bank Account Agreement;

         (E)      fifth, from amounts (excluding principal) received by the
                  Master Issuer from Funding 2 in respect of each AAA Loan
                  Tranche (and, in respect of (ii) below, the amounts (if
                  any), excluding principal, received from the Issuer Swap
                  Provider(s) under the Issuer Swap Agreement(s) in respect of
                  the related Series and Class of Issuer Notes):

                  (i)      to pay the amounts due and payable to the relevant
                           Issuer Swap Provider(s) (if any) in respect of the
                           related Series and Class of Class A Notes
                           (including any swap termination payment but
                           excluding any Issuer Swap Excluded Termination
                           Amount) in accordance with the terms of the
                           relevant Issuer Swap Agreement(s); and

                  (ii)     to pay interest due and payable (if any) on the
                           related Series and Class of Class A Notes;

         (F)      sixth, from amounts (excluding principal) received by the
                  Master Issuer from Funding 2 in respect of each AA Loan
                  Tranche (and, in respect of (ii) below, the amounts (if
                  any), excluding principal, received from the Issuer Swap
                  Provider(s) under the Issuer Swap Agreement(s) in respect of
                  the related Series and Class of Issuer Notes):

                  (i)      to pay the amounts due and payable to the relevant
                           Issuer Swap Provider(s) (if any) in respect of the
                           related Series and Class of Class B Notes
                           (including any swap termination payment but
                           excluding any Issuer Swap Excluded Termination
                           Amount) in accordance with the terms of the
                           relevant Issuer Swap Agreement(s);

                  (ii)     to pay interest due and payable (if any) on the
                           related Series and Class of Class B Notes on such
                           Monthly Payment Date;



                                      58
<PAGE>

         (G)      seventh, from amounts (excluding principal) received by the
                  Master Issuer from Funding 2 in respect of each A Loan
                  Tranche (and, in respect of (ii) below, the amounts,
                  excluding principal, received from the Issuer Swap
                  Provider(s) under the Issuer Swap Agreement(s) in respect of
                  the related Series and Class of Notes):

                  (i)      to pay the amounts due and payable to the relevant
                           Issuer Swap Provider(s) (if any) in respect of the
                           related Series and Class of Class M Notes
                           (including any swap termination payment but
                           excluding any Issuer Swap Excluded Termination
                           Amount) in accordance with the terms of the
                           relevant Issuer Swap Agreement(s);

                  (ii)     to pay interest due and payable (if any) on the
                           related Series and Class of Class M Notes on such
                           Monthly Payment Date;

         (H)      eighth, from amounts (excluding principal) received by the
                  Master Issuer from Funding 2 in respect of each BBB Loan
                  Tranche (and, in respect of (ii) below, the amounts,
                  excluding principal, received from the Issuer Swap
                  Provider(s) under the Issuer Swap Agreement(s) in respect of
                  the related Series and Class of Issuer Notes):

                  (i)      to pay the amounts due and payable to the relevant
                           Issuer Swap Provider(s) (if any) in respect of the
                           related Series and Class of Class C Notes
                           (including any swap termination payment but
                           excluding any Issuer Swap Excluded Termination
                           Amount) in accordance with the terms of the
                           relevant Issuer Swap Agreement(s);

                  (ii)     to pay interest due and payable (if any) on the
                           related Series and Class of Class C Notes on such
                           Monthly Payment Date;

         (I)      ninth, from amounts (excluding principal) received by the
                  Master Issuer from Funding 2 in respect of each BB Loan
                  Tranche (and, in respect of (ii) below, the amounts (if
                  any), excluding principal, received from the Issuer Swap
                  Provider(s) under the Issuer Swap Agreement(s) in respect of
                  the related Series and Class of Issuer Notes):

                  (i)      to pay the amounts due and payable to the relevant
                           Issuer Swap Provider(s) (if any) in respect of the
                           related Series and Class of Class D Notes
                           (including any swap termination payment but
                           excluding any Issuer Swap Excluded Termination
                           Amount) in accordance with the terms of the
                           relevant Issuer Swap Agreement(s);

                  (ii)     to pay interest due and payable (if any) on the
                           related Series and Class of Class D Notes on such
                           Monthly Payment Date;

         (J)      tenth, in no order of priority among them but in proportion
                  to the respective amounts due, towards payment of:

                  (i)      interest amounts due to the Start-Up Loan
                           Provider(s); and



                                      59
<PAGE>

                  (ii)     principal amounts due to the Start-Up Loan
                           Provider(s) (to the extent of issuance fees
                           received from Funding 2 under the Global
                           Intercompany Loan Agreement);

         (K)      eleventh, after taking account of any replenishment of the
                  Issuer Reserve Fund on the relevant Monthly Payment Date
                  from Issuer Available Principal Receipts, to credit the
                  Issuer Reserve Ledger up to an amount no less than the
                  Issuer Reserve Required Amount;

         (L)      twelfth, on the Monthly Payment Date falling in December of
                  each year, to pay to the Issuer Account Bank an amount equal
                  to the amount of any debit balance in the Issuer Transaction
                  Account as permitted by the Issuer Account Bank and
                  outstanding at such Monthly Payment Date;

         (M)      thirteenth, in no order of priority among them but in
                  proportion to the respective amounts due, to pay any Issuer
                  Swap Excluded Termination Payments to the Issuer Swap
                  Provider(s);

         (N)      fourteenth, in no order of priority among them but in
                  proportion to the respective amounts due, towards payment of
                  principal amounts due to the Start-Up Loan Provider(s) under
                  the Start-Up Loan Agreement(s);

         (O)      fifteenth, to pay to the Master Issuer an amount equal to
                  0.01% per annum of the interest received under the Global
                  Intercompany Loan, which will be retained by the Master
                  Issuer as profit (which may, subject to applicable laws, be
                  paid to the shareholders of the Master Issuer as a
                  dividend), less corporation tax in respect of those profits
                  provided for or paid at item (C) above; and

         (P)      last, to pay amounts due to the Issuer GIC Provider under
                  the Issuer Guaranteed Investment Contract.

2.       Distribution of Issuer Available Principal Receipts Prior to
         Enforcement of the Issuer Security

         On each Monthly Payment Date, all Funding 2 Available Principal
         Receipts received by the Master Issuer from Funding 2 constituting
         principal repayments on a Loan Tranche, will be credited to a
         sub-ledger (in respect of a related Series and Class of Issuer Notes)
         to the Issuer Principal Ledger.

         Prior to the enforcement of the Issuer Security pursuant to this Deed
         of Charge, or until such time as there are no Issuer Secured
         Obligations outstanding, Issuer Available Principal Receipts will be
         applied on each Monthly Payment Date in the following manner (the
         "Issuer Pre-Enforcement Principal Priority of Payments"):

         (A)      to the extent that monies have been drawn from the Issuer
                  Reserve Fund to make Issuer Reserve Principal Payments,
                  towards the replenishment of the Issuer Reserve Fund up to
                  the Issuer Reserve Required Amount, such amount to be
                  debited to the Sub-Ledger(s) of the Series and Class(es) of
                  Issuer Notes in respect of which such Issuer Reserve
                  Principal Payments were made;



                                      60
<PAGE>

         (B)      The Class A Notes:

                  from principal amounts received by the Master Issuer from
                  Funding 2 in respect of each AAA Loan Tranche (and, in
                  respect of (ii) below, the principal amounts received (if
                  any) from the Issuer Swap Provider(s) under the relevant
                  Issuer Swap Agreement(s) in respect of the related Series
                  and Classes of Notes):

                  (i)      to pay amounts due and payable (in respect of
                           principal) on such Monthly Payment Date to the
                           relevant Issuer Swap Provider(s) in respect of the
                           related Series and Class of Class A Notes in
                           accordance with the terms of the relevant Issuer
                           Swap Agreement(s); and

                  (ii)     to pay amounts due and payable in respect of
                           principal (if any) on such Monthly Payment Date on
                           the related Series and Class of Class A Notes;

         (C)      The Class B Notes:

                  from principal amounts received by the Master Issuer from
                  Funding 2 in respect of each AA Loan Tranche (and, in
                  respect of (ii) below, the principal amounts received (if
                  any) from the Issuer Swap Provider(s) under the relevant
                  Issuer Swap Agreement(s) in respect of the related Series
                  and Classes of Notes):

                  (i)      to pay amounts due and payable (in respect of
                           principal) on such Monthly Payment Date to the
                           relevant Issuer Swap Provider(s) in respect of the
                           related Series and Class of Class B Notes in
                           accordance with the terms of the relevant Issuer
                           Swap Agreement(s); and

                  (ii)     to pay amounts due and payable in respect of
                           principal (if any) on such Monthly Payment Date on
                           the related Series and Class of Class B Notes;

         (D)      The Class M Notes:

                  from principal amounts received by the Master Issuer from
                  Funding 2 in respect of each A Loan Tranche (and, in respect
                  of (ii) below, the principal amounts received (if any) from
                  the Issuer Swap Provider(s) under the relevant Issuer Swap
                  Agreement(s) in respect of the related Series and Classes of
                  Notes):

                  (i)      to pay amounts due and payable (in respect of
                           principal) on such Monthly Payment Date to the
                           relevant Issuer Swap Provider(s) in respect of the
                           related Series and Class of Class M Notes in
                           accordance with the terms of the relevant Issuer
                           Swap Agreement(s); and

                  (ii)     to pay amounts due and payable in respect of
                           principal (if any) on such Monthly Payment Date on
                           the related Series and Class of Class M Notes;



                                      61
<PAGE>

         (E)      The Class C Notes:

                  from principal amounts received by the Master Issuer from
                  Funding 2 in respect of each BBB Loan Tranche (and, in
                  respect of (ii) below, the principal amounts received (if
                  any) from the Issuer Swap Provider(s) under the relevant
                  Issuer Swap Agreement(s) in respect of the related Series
                  and Class of Notes):

                  (i)      to pay amounts due and payable (in respect of
                           principal) on such Monthly Payment Date to the
                           relevant Issuer Swap Provider(s) in respect of the
                           related Series and Class of Class C Notes in
                           accordance with the terms of the relevant Issuer
                           Swap Agreement(s); and

                  (ii)     to pay amounts due and payable in respect of
                           principal (if any) on such Monthly Payment Date on
                           the related Series and Class of Class C Notes;

         (F)      The Class D Notes

                  from principal amounts received by the Master Issuer from
                  Funding 2 in respect of each BB Loan Tranche (and, in
                  respect of (ii) below, the principal amounts received (if
                  any) from the Issuer Swap Provider(s) under the relevant
                  Issuer Swap Agreement(s) in respect of the related Series
                  and Class of Notes):

                  (i)      to pay amounts due and payable (in respect of
                           principal) on such Monthly Payment Date to the
                           relevant Issuer Swap Provider(s) in respect of the
                           related Series and Class of Class D Notes in
                           accordance with the terms of the relevant Issuer
                           Swap Agreement(s); and

                  (ii)     to pay amounts due and payable in respect of
                           principal (if any) on such Monthly Payment Date on
                           the related Series and Class of Class D Notes.

3.       Distribution of Issuer Available Principal Receipts and Issuer
         Available Revenue Receipts Following Enforcement of the Issuer
         Security

         Following enforcement of the Issuer Security, on each Monthly Payment
         Date the Issuer Security Trustee (or the Issuer Cash Manager on its
         behalf) will apply amounts received or recovered (excluding Swap
         Collateral (if any) standing to the credit of the Issuer Swap
         Collateral Accounts) as follows:

         (A)      first, in no order of priority among them but in proportion
                  to the amounts due to pay amounts due to the Note Trustee
                  and the Issuer Security Trustee (and any Receiver appointed
                  by the Issuer Security Trustee) together with the interest
                  and VAT on those amounts and to provide for any amounts then
                  due or to become due and payable to the Note Trustee and the
                  Issuer Security Trustee, and the Receiver under the
                  provisions of the Issuer Trust Deed, this Deed of Charge and
                  any other Transaction Document;

         (B)      second, to pay, in no order of priority among them but in
                  proportion to the respective amounts due, the Agent Bank,
                  the Paying Agents, the Transfer Agent and the Registrar,
                  together with interest and VAT on those amounts and to
                  provide for any costs, charges, liabilities and expenses
                  then due or to

                                      62
<PAGE>

                  become due and payable to them under the provisions of the
                  Paying Agent and Agent Bank Agreement;

         (C)      third, in no order of priority among them but in proportion
                  to the respective amounts due, towards payment of amounts
                  (together with VAT on those amounts) due and payable to the
                  Issuer Cash Manager under the Issuer Cash Management
                  Agreement, to the Corporate Services Provider under the
                  Corporate Services Agreement and to the Issuer Account Bank
                  under the Issuer Bank Account Agreement;

         (D)      fourth, subject to item (E) below, in no order of priority
                  among them but in proportion to the respective amounts due,
                  to pay amounts due to the Issuer Swap Providers for each
                  Series of Class A Notes (excluding any swap termination
                  payment);

         (E)      fifth, in no order of priority among them but in proportion
                  to the respective amounts due, to pay interest due or
                  overdue on, and to repay principal of, the applicable series
                  of Class A Notes and to pay any Swap Termination Payment due
                  to the Issuer Swap Provider for each Series of Class A Notes
                  (but excluding any Issuer Swap Excluded Termination Amount)
                  provided that if the amounts available for distribution
                  under this item (E) (on the assumption that no amounts are
                  due and payable under item (D) and no amounts are received
                  from any Issuer Swap Provider) would be insufficient to pay
                  the sterling equivalent of the amounts due and payable under
                  this item (E), the shortfall shall be divided amongst all
                  such amounts on a pro rata basis and the amount payable by
                  the Master Issuer to the Issuer Swap Provider in respect of
                  any Series of Class A Notes under item (D) above shall be
                  reduced by the amount of the shortfall applicable to that
                  Series of Class A Notes;

         (F)      sixth, subject to item (G) below, in no order of priority
                  among them but in proportion to the respective amounts due,
                  to pay amounts due to the Issuer Swap Providers for each
                  Series of Class B Notes (excluding any swap termination
                  payment);

         (G)      seventh, in no order of priority among them but in
                  proportion to the respective amounts due, to pay interest
                  due or overdue on, and to repay principal of, the applicable
                  Series of Class B Notes and to pay any Swap Termination
                  Payment due to the Issuer Swap Provider for each Series of
                  Class B Notes (but excluding any Issuer Swap Excluded
                  Termination Amount) provided that if the amounts available
                  for distribution under this item (G) (on the assumption that
                  no amounts are due and payable under item (F) and no amounts
                  are received from any Issuer Swap Provider) would be
                  insufficient to pay the sterling equivalent of the amounts
                  due and payable under this item (G), the shortfall shall be
                  divided amongst all such amounts on a pro rata basis and the
                  amount payable by the Master Issuer to the Issuer Swap
                  Provider in respect of the any Series of Class B Notes of
                  under item (F) above shall be reduced by the amount of the
                  shortfall applicable to that Series of Class B Notes;

         (H)      eighth, subject to item (I) below, in no order of priority
                  among them but in proportion to the respective amounts due,
                  to pay amounts due to the Issuer

                                      63
<PAGE>

                  Swap Providers for each Series of Class M Notes (excluding
                  any swap termination payment);

         (I)      ninth, in no order of priority among them but in proportion
                  to the respective amounts due, to pay interest due or
                  overdue on, and to repay principal of, the applicable Series
                  of Class M Notes and to pay any Swap Termination Payment due
                  to the Issuer Swap Provider for each Series of Class M Notes
                  (but excluding any Issuer Swap Excluded Termination Amount)
                  provided that if the amounts available for distribution
                  under this item (I) (on the assumption that no amounts are
                  due and payable under item (H) and no amounts are received
                  from any Issuer Swap Provider) would be insufficient to pay
                  the sterling equivalent of the amounts due and payable under
                  this item (I), the shortfall shall be divided amongst all
                  such amounts on a pro rata basis and the amount payable by
                  the Master Issuer to the Issuer Swap Provider in respect of
                  any Series of Class M Notes under item (H) above shall be
                  reduced by the amount of the shortfall applicable to that
                  Series of Class M Notes;

         (J)      tenth, subject to item (K) below, in no order of priority
                  among them but in proportion to the respective amounts due,
                  to pay amounts due to the Issuer Swap Providers for each
                  Series of Class C Notes (excluding any swap termination
                  payment);

         (K)      eleventh, in no order of priority among them but in
                  proportion to the respective amounts due, to pay interest
                  due or overdue on, and to repay principal of, the applicable
                  Series of Class C Notes and to pay any Swap Termination
                  Payment due to the Issuer Swap Provider for each Series of
                  Class C Notes (but excluding any Issuer Swap Excluded
                  Termination Amount) provided that if the amounts available
                  for distribution under this item (K) (on the assumption that
                  no amounts are due and payable under item (J) and no amounts
                  are received from any Issuer Swap Provider) would be
                  insufficient to pay the sterling equivalent of the amounts
                  due and payable under this item (K), the shortfall shall be
                  divided amongst all such amounts on a pro rata basis and the
                  amount payable by the Master Issuer to the Issuer Swap
                  Provider in respect of any Series of Class C Notes under
                  item (J) above shall be reduced by the amount of the
                  shortfall applicable to that Series of Class C Notes;

         (L)      twelfth, subject to item (M) below, in no order of priority
                  among them but in proportion to the respective amounts due,
                  to pay amounts due to the Issuer Swap Providers for each
                  Series of Class D Notes (excluding any swap termination
                  payment);

         (M)      thirteenth, in no order of priority among them but in
                  proportion to the respective amounts due, to pay interest
                  due or overdue on, and to repay principal of, the applicable
                  Series of Class D Notes and to pay any Swap Termination
                  Payment due to the Issuer Swap Provider for each Series of
                  Class D Notes (but excluding any Issuer Swap Excluded
                  Termination Amount) provided that if the amounts available
                  for distribution under this item (M) (on the assumption that
                  no amounts are due and payable under item (L) and no amounts
                  are received from any Issuer Swap Provider) would be
                  insufficient to pay the sterling equivalent of the amounts
                  due and payable under this item (M), the shortfall shall be
                  divided amongst such amounts on a pro rata basis

                                      64
<PAGE>

                  and the amount payable by the Master Issuer to the Issuer
                  Swap Provider in respect of any Series of Class D Notes
                  under item (L) above shall be reduced by the amount of the
                  shortfall applicable to that Series of Class D Notes;

         (N)      fourteenth, on the Monthly Payment Date falling in December
                  of each year, to pay to the Issuer Account Bank an amount
                  equal to the amount of any debit balance in the Issuer
                  Transaction Account as permitted by the Issuer Account Bank
                  and outstanding at such Monthly Payment Date;

         (O)      fifteenth, in no order of priority among them but in
                  proportion to the respective amounts due, towards payment
                  of:

                  (i)      interest amounts due to the Start-Up Loan
                           Provider(s); and

                  (ii)     principal amounts due to the Start-Up Loan
                           Provider(s) to the extent of issuance fees received
                           from Funding 2 under the Global Intercompany Loan
                           Agreement);

                  under the Start-Up Loan Agreement(s);

         (P)      sixteenth, in no order of priority among them but in
                  proportion to the respective amounts due, to pay any Issuer
                  Swap Excluded Termination Payments to the Issuer Swap
                  Providers;

         (Q)      seventeenth, in no order of priority among them but in
                  proportion to the respective amounts due, towards payment of
                  principal amounts due to the Start-Up Loan Provider(s) under
                  the Start-Up Loan Agreements;

         (R)      last, to pay any amount remaining following the application
                  of principal and revenue set forth in items (A) through (Q)
                  above, to the Master Issuer.



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<PAGE>



                                  SCHEDULE 3

                         FORM OF NOTICE OF ASSIGNMENT

To:      [Addressee(s)]

Granite Master Issuer plc - Assignment of rights under Issuer Transaction
Documents


                                                                           [o]

Dear Sirs,

Terms and expressions used in this letter are as defined in a deed of charge
(the "Issuer Deed of Charge") between Granite Master Issuer plc (the "Master
Issuer"), The Bank of New York (the "Issuer 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 Issuer Deed of Charge, the Master Issuer has assigned
absolutely, by way of security for the payment and performance of certain
obligations of the Master Issuer described in the Issuer Deed of Charge (the
"Issuer Secured Obligations"), to the Issuer Security Trustee all its right,
title, benefit and interest under the [Agreement(s)] (the "Issuer 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 the Master Issuer
thereunder, all payments received by the Master Issuer 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 "Relevant Issuer Property").

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

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

         (b)      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 Issuer Property.



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<PAGE>



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

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

         (b)      the Master Issuer shall be entitled to exercise its rights,
                  powers and discretions and perform its obligations in
                  relation to the Relevant Issuer Property and under the
                  Issuer Transaction Documents in accordance with the
                  provisions of the Issuer Transaction Documents,

but only until such time as you receive notice from the Issuer Security
Trustee to the contrary or to the effect that the security created under the
Issuer 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
the Master Issuer in respect of the Relevant Issuer Property in accordance
with any instructions received from the Issuer 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 for and on behalf of           )

GRANITE MASTER ISSUER PLC               )

by:                                     )





Authorised Signatory

Name:



Title:





                                      67
<PAGE>



EXECUTED for and on behalf of           )

THE BANK OF NEW YORK                    )

by:                                     )





Authorised Signatory

Name:



Title:

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

In respect of the [Agreement]:

For and on behalf of                    )

[Party to Issuer Transaction Document]  )

by:                                     )





Authorised Signatory

Name:



Title:





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<PAGE>




                                  SCHEDULE 4

                              ISSUER RESERVE FUND

1.       Utilisation of Issuer Reserves

1.1      Prior to the service of an Issuer Enforcement Notice, amounts
         standing to the credit of the Issuer Reserve Fund may be utilised:

         (a)      through inclusion in the calculation of Issuer Available
                  Revenue Receipts, to help meet, and thereby satisfy, any
                  deficit in Issuer Available Revenue Receipts for interest
                  and fees under the Issuer Notes;

         (b)      to help meet expenses in connection with the issue of Issuer
                  Notes by the Master Issuer; and

         (c)      through inclusion in the calculation of Issuer Available
                  Principal Receipts, to help meet, and thereby satisfy, any
                  deficit in Issuer Available Principal Receipts for:

                  (i)      prior to the occurrence of a Trigger Event,
                           repayment of principal due and payable in respect
                           of the Original Bullet Redemption Notes (which are
                           Class A Notes); and

                  (ii)     on or after the occurrence of a Trigger Event,
                           repayment of principal due and payable in respect
                           of the Original Bullet Redemption Notes (which are
                           Class A Notes) on their respective Final Maturity
                           Dates only.

1.2      Following the service of an Issuer Enforcement Notice, to the extent
         not applied on a Monthly Payment Date in accordance with paragraph 1
         above, amounts standing to the credit of the Issuer Reserve Ledger
         shall only be applied in making payments of principal due under the
         Issuer Notes on any Monthly Payment Date.

2.       Adjustment of Issuer Reserves

2.1      The Master Issuer may, at any time, adjust:

         (a)      the Issuer Reserve Minimum Amount or the method of computing
                  the Issuer Reserve Minimum Amount, without the consent of
                  any Issuer Secured Creditors, so long as it has an opinion
                  of counsel that for US federal income tax purposes:

                  (i)      the change will not adversely affect the tax
                           characterisation as debt of any outstanding Series
                           and Class of Issuer Notes that were characterised
                           as debt at the time of their issuance; and

                  (ii)     such change will not cause or constitute an event
                           in which gain or loss would be recognised by any
                           holder of such Issuer Notes;



                                      69
<PAGE>

         (b)      the Programme Reserve Required Percentage or the method of
                  computing the Programme Reserve Required Amount, without the
                  consent of any Issuer Secured Creditors, so long as the
                  Issuer Security Trustee and the Master Issuer obtain
                  confirmation from the Rating Agencies that such adjustments
                  will not cause a reduction, qualification or withdrawal of
                  the ratings of any outstanding Issuer Notes.





                                      70
<PAGE>

                                                                 Exhibit 4.4.2


                                  SCHEDULE 5

                         FORM OF ACCESSION UNDERTAKING

THIS DEED is made on [o]

BETWEEN:

(1)      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;

(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 (1) Issuer Security Trustee and
         (2) Note Trustee;

(3)      CITIBANK, N.A., acting through its office at 5 Carmelite Street,
         London EC4Y 0PA, in its capacity as (1) Principal Paying Agent, (2)
         Agent Bank, (3) Registrar, (4) Transfer Agent and (5) Account Bank;

(4)      CITIBANK, N.A., acting through its office at 111 Wall Street, 14th
         Floor, 388 Greenwich Street, New York, N.Y. 10013, U.S.A., in its
         capacity as US Paying Agent;

(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) Issuer Cash Manager, (2) Issuer
         GIC Provider and (3) Start-Up Loan Provider; and

(6)      LAW DEBENTURE CORPORATE SERVICES LIMITED (registered number 3388362)
         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 the Corporate Services Provider; and

(7)      [o] (in its capacity as [o], the "New Issuer Secured Creditor".

NOW THIS DEED WITNESSES AS FOLLOWS

WHEREAS

(A)      Pursuant to the terms of [description of agreement] (the "Agreement")
         dated [o] made between the Master Issuer and the New Issuer Secured
         Creditor, the Master Issuer has agreed to [description of nature of
         obligations of the Master Issuer under the Agreement].

(B)      The Master Issuer has agreed to provide the Issuer Security Trustee
         with the benefit of the security described in the Issuer Deed of
         Charge to secure the Master Issuer's obligations to the Issuer
         Secured Creditors.

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



                                      71
<PAGE>

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

(E)      The Issuer Secured Creditors have agreed to enter into this Deed to,
         inter alia, acknowledge and agree to such accession and to permit any
         consequential changes to the Issuer Priority of Payments set out in
         the Issuer Deed of Charge as are required and any other amendment as
         may be required to give effect to this Accession Undertaking.

1.       INTERPRETATION

         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 may have been and may be amended,
         varied or supplemented from time to time with the consent of the
         parties hereto) is expressly and specifically incorporated into and
         shall apply to this Deed.

2.       REPRESENTATIONS AND WARRANTIES

2.1      The New Secured Creditor hereby represents and warrants to the Issuer
         Security Trustee and each of the Issuer Secured Creditors in respect
         of itself that as of the date of this Deed pursuant to the terms of
         the Agreement, the Master Issuer has agreed to pay to the New Secured
         Creditor the amount (if any) [description in relation to the
         Agreement].

2.2      The Master Issuer hereby represents and warrants to the Issuer
         Security Trustee and each of the Issuer Secured Creditors that as at
         the date of this Deed, the conditions to issuing further Issuer Notes
         set out in the Programme Agreement are satisfied;

3.       ACCESSION

         In consideration of the New Issuer Secured Creditor being accepted as
         an Issuer Secured Creditor for the purposes of the Issuer Deed of
         Charge by the parties thereto as form the date of this Deed, the New
         Issuer Secured Creditor:

         (a)      confirms that as from [o], it intends to be a party to the
                  Issuer Deed of Charge as an Issuer Secured Creditor;

         (b)      undertakes to comply with and be bound by all of the
                  provisions of the Master Definitions Schedule as amended and
                  restated by (and appearing as Appendix 1 to) the Master
                  Definitions Schedule [o]th Deed of Amendment (as the same
                  may have been and may be amended, varied or supplemented
                  from time to time) and the Issuer Deed of Charge in its
                  capacity as an Issuer 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 Issuer Deed of Charge in its capacity
                  as a Issuer Secured Creditor, as if it had been an original
                  party thereto as provided in [relevant clauses relating to
                  Issuer Priority of Payment]; and

         (d)      agrees that the Issuer Security Trustee shall be the Issuer
                  Security Trustee of the Deed of Charge for all Issuer
                  Secured Creditors upon and subject to the

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<PAGE>

                  terms set out in the Issuer Deed of Charge.

4.       SCOPE OF THE DEED OF CHARGE

         The Master Issuer, the New Issuer Secured Creditor and the Issuer
         Security Trustee hereby agree that for the relevant purposes under
         the Issuer Deed of Charge and the Master Definitions Schedule as
         amended and restated by (and appearing as Appendix 1 to) the Master
         Definitions Schedule [o]th Deed of Amendment:

         (a)      the Agreement shall be treated as an Issuer [Transaction
                  Document]; and

         (b)      the New Issuer Secured Creditor shall be treated as an
                  Issuer Secured Creditor.

5.       AMENDMENT TO THE ISSUER PRIORITY OF PAYMENTS

         To the extent necessary, the Issuer Secured Creditors agree to amend
         and restate the Issuer Priority of Payments set out in this Deed.

6.       APPLICATION

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

7.       NOTICES

         Any notice or communication under or in connection with this Deed,
         the Issuer Deed of Charge or the Programme Master Definitions
         Schedule shall be given in the manner and at the times set out in
         Clause 23 (Notices) of the Issuer 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 7 for the New Issuer Secured
         Creditor is:

         [o]

         For the attention of: [o]
         Telephone:            [o]
         Facsimile:            [o]

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

8.       GOVERNING LAW

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


DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto on its
behalf on the date appearing on page 1.




                                      73
<PAGE>

New Issuer Secured Creditor

Executed by
[o]
as its deed as follows:                 By: __________________________________
Signed for and on its behalf                     Director
by one of its directors and by
another of its directors/its            Name: ________________________________
secretary

                                        By: __________________________________
                                                 Director/Secretary

                                        Name: ________________________________



The Master Issuer

Executed by
GRANITE MASTER ISSUER PLC
as its deed as follows:                 By: __________________________________
Signed for and on its behalf                     for and on behalf of LDC
by one of its directors and by                   Securitisation Director No. 1
another of its directors/its                     Limited - Director
secretary
                                        Name: ________________________________


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

                                        Name: ________________________________


The Note Trustee

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


                                      74
<PAGE>


The Issuer Security Trustee

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

                                        Name: ________________________________





The Principal Paying Agent, the Agent Bank, the Registrar, the
Transfer Agent, and the Account Bank


Executed by
CITIBANK, N.A.
as follows:                             By:___________________________________
Signed for and on its behalf               Duly Authorised Attorney/Signatory
by one of its duly authorised
attorneys/signatories

                                        Name: ________________________________




                                      75
<PAGE>




The US Paying Agent

Executed by
CITIBANK, N.A.
as follows:                             By: __________________________________
Signed for and on its behalf                Duty Authorised Attorney/Signatory
by one of its duly authorised
attorneys/signatories

                                        Name: ________________________________



The Issuer Cash Manager



Executed by
NORTHERN ROCK PLC
as its deed as follows:                 By: __________________________________
Signed for and on its behalf                Duty Authorised Attorney/Signatory
by one of its duly authorised
attorneys/signatories

                                        Name: ________________________________
Signature:___________________________
             Witness


Full Name: __________________________
Occupation: Solicitor
Address:    c/o Sidley Austin Brown & Wood
            Woolgate Exchange
            25 Basinghall Street
            London EC2V 5HA


The Corporate Service Provider

Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED                        By: __________________________________
as its deed as follows:                 Director
Signed for and on its behalf
by one of its directors and by          Name: ________________________________
another of its directors/its
secretary
                                        By: __________________________________
                                                 Director/Secretary
                                        Name: ________________________________






                                      76