Exhibit 4.1.1

                                                             EXECUTION VERSION


                            Dated 19 January, 2005



                       GRANITE FINANCE FUNDING 2 LIMITED
                                 as Funding 2



                           GRANITE MASTER ISSUER PLC
                               as Master Issuer



                             THE BANK OF NEW YORK
                         as Funding 2 Security Trustee



                                    - and -



                                CITIBANK, N.A.
                                 as Agent Bank



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               SECOND AMENDED GLOBAL INTERCOMPANY LOAN AGREEMENT

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                                Sidley Austin
                                --------------
                                S I D L E Y |

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                                   CONTENTS



1.       Interpretation....................................................1

2.       The Facility......................................................1

3.       The Loan Tranches.................................................1

4.       Purpose...........................................................3

5.       Limited Recourse..................................................3

6.       Advance of Loan Tranches..........................................4

7.       Interest..........................................................5

8.       Repayment.........................................................9

9.       Prepayment.......................................................10

10.      Taxes............................................................11

11.      Illegality.......................................................11

12.      Mitigation.......................................................11

13.      Representations and Warranties of Funding 2......................12

14.      Covenants........................................................13

15.      Default..........................................................16

16.      Default Interest and Indemnity...................................18

17.      Payments.........................................................19

18.      Entrenched Provisions............................................19

19.      Further Provisions...............................................20

20.      Redenomination...................................................21

21.      Notices..........................................................22

22.      Governing Law and Submission to Jurisdiction.....................22

SCHEDULE 1   FORM OF LOAN TRANCHE SUPPLEMENT..............................24


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THIS AGREEMENT IS MADE ON 19 JANUARY, 2005 AND AMENDED AND RESTATED PURSUANT
TO DEEDS OF AMENDMENT AND RESTATEMENT DATED 19 JANUARY, 2007 AND 17 MAY, 2007
BETWEEN:

BETWEEN:

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

(2)      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;

(3)      THE BANK OF NEW YORK, a New York banking corporation acting through
         its office at 40th Floor, One Canada Square, London E14 5AL in its
         capacity as Funding 2 Security Trustee; and

(4)      CITIBANK, N.A., acting through its office at Citigroup Centre, Canada
         Square, Canary Wharf, London E14 5LB in its capacity as Agent Bank.

WHEREAS:

(A)      From time to time, the Master Issuer will issue Notes pursuant to the
         Programme.

(B)      The Master Issuer has agreed that it will lend the proceeds (or, as
         applicable, the sterling equivalent thereof) of any issue of Notes by
         it to Funding 2.

(C)      This Agreement sets out the terms and conditions with respect to
         lending by the Master Issuer of the proceeds of the issue of Notes to
         Funding 2.

1.       Interpretation

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

2.       The Facility

2.1      Subject to the terms of this Agreement, the Master Issuer agrees to
         make available to Funding 2 a facility in an aggregate amount equal
         to the Total Credit Commitment (the "Global Loan Facility"). On the
         London Business Day prior to each Closing Date, the Master Issuer
         shall offer Loan Tranches to Funding 2 under the Global Loan Facility
         that correspond to each Series and Class of Notes to be issued by the
         Master Issuer on the following Closing Date. Each Loan Tranche shall
         be denominated in Sterling. Subject to the terms of this Agreement,
         on each Closing Date Funding 2 shall accept the offer.

3.       The Loan Tranches

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3.1      Conditions precedent: Save as the Master Issuer, Funding 2 and the
         Funding 2 Security Trustee may otherwise agree, each Loan Tranche
         will not be available for utilisation on a Closing Date unless:

         (a)  the related Series and Class of Notes has been issued by the
              Master Issuer on the relevant Closing Date and the subscription
              proceeds thereof have been received by or on behalf of the
              Master Issuer;

         (b)  not later than 2.00 pm (London time) on the relevant Closing
              Date, Funding 2 and the Master Issuer have signed a Loan
              Tranche Supplement (generally in the form set out in Schedule 1
              (Form of Loan Tranche Supplement)) which shall oblige Funding 2
              to borrow the whole amount stated in the Loan Tranche
              Supplement on the Closing Date subject to the terms of this
              Agreement;

         (c)  Funding 2 has confirmed in the applicable Loan Tranche
              Supplement that:

              (i)   no Funding 2 Intercompany Loan Event of Default has
                    occurred and is continuing unremedied (if capable of
                    remedy) or unwaived or would result from the making of
                    such Loan Tranche;

              (ii)  the representations set out in Clause 13 (Representations
                    and Warranties of Funding 2) are true on and as of the
                    Closing Date by reference to the facts and circumstances
                    then existing;

              (iii) there is no debit balance on the Funding 2 Principal
                    Deficiency Ledger;

         (d)  Funding 2 has delivered to the Funding 2 Security Trustee a
              solvency certificate in form and substance satisfactory to the
              Funding 2 Security Trustee;

         (e)  the Master Issuer has confirmed in the applicable Loan Tranche
              Supplement that:

              (i)   no Issuer Event of Default has occurred and is continuing
                    unremedied (if capable of remedy) or unwaived or would
                    result from the making of such Loan Tranche; and

              (ii)  the aggregate amount of the Loan Tranches to be made on such
                    Closing Date and any Loan Tranches outstanding on such
                    Closing Date do not exceed the Total Credit Commitment;

         (f)  each of the Rating Agencies has confirmed in writing to the
              Funding 2 Security Trustee and the Issuer Security Trustee that
              there will not, as a result of the Master Issuer issuing any
              Notes, be any reduction, withdrawal or qualification of the then
              current ratings by the Rating Agencies of any existing Notes; and

         (g)  all other conditions precedent as may be specified in the
              applicable Loan Tranche Supplement have been satisfied.



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4.       Purpose

4.1      Purpose and application of a Loan Tranche: The proceeds of each Loan
         Tranche may only be used by Funding 2 either:

         (a)  to make a Contribution (excluding a Deferred Contribution) to the
              Mortgages Trustee (which shall increase the Funding 2 Share of the
              Trust Property in accordance with the terms of the Mortgages Trust
              Deed); and/or

         (b)  to refinance the existing debt of Funding 2, including any
              existing Loan Tranche (in whole or in part); and/or

         (c)  to fund or partly fund or replenish the Funding 2 Reserve Fund or
              make a deposit into the Funding 2 GIC Account.

4.2      Application of amounts: Without prejudice to the obligations of
         Funding 2 under this Clause 4, neither the Funding 2 Security Trustee
         nor any of the Funding 2 Secured Creditors shall be obliged to
         concern themselves as to the application of amounts raised by Funding
         2 under a Loan Tranche.

5.       Limited Recourse

5.1      Recourse limited to available funds: Subject to Clause 5.2 (Shortfall
         on Final Repayment Date) but notwithstanding the terms of any other
         provision in this Agreement or any other Transaction Document, each
         of the Master Issuer and the Funding 2 Security Trustee agree that
         the liability of Funding 2 in respect of its obligations to repay
         principal and pay interest or any other amounts due under this
         Agreement or for any breach of any other representation, warranty,
         covenant or undertaking of Funding 2 under this Agreement shall be
         limited to:

         (a)  in respect of amounts payable prior to the enforcement of the
              Funding 2 Security:

              (i)   the amount of Funding 2 Available Revenue Receipts in
                    respect of interest, fees or other amounts (but excluding
                    principal) payable by Funding 2 to the Master Issuer, but
                    only to the extent of an amount of Funding 2 Available
                    Revenue Receipts remaining after paying amounts of a higher
                    order of priority and providing for amounts payable pari
                    passu therewith in accordance with, and subject to, the
                    order of priority set out in the Funding 2 Pre-Enforcement
                    Revenue Priority of Payments; and

              (ii)  the amount of Funding 2 Available Principal Receipts in
                    respect of principal payable by Funding 2 to the Master
                    Issuer, but only to the extent of the amount of Funding 2
                    Available Principal Receipts remaining after paying amounts
                    of a higher priority and providing for amounts pari passu
                    therewith, and subject to, the rules set forth in the
                    Funding 2 Pre-Enforcement Principal Priority of Payments;
                    and

        (b)   in respect of amounts payable following enforcement of the Funding
              2 Security, amounts received or recovered by Funding 2, the
              Funding 2 Security Trustee or any Receiver appointed on behalf of
              the Funding 2 Security


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              Trustee, but only to the extent of such amount thereof as remains
              after paying amounts of a higher order of priority and providing
              for amounts payable pari passu therewith in accordance with, and
              subject to, the order of priority set out in the Funding 2
              Post-Enforcement Priority of Payments,

         provided that the application of such amounts set forth in
         sub-clauses (a) and (b) above to the discharge of Funding 2's
         obligations under this Agreement shall be subject to the terms of
         the Cash Management Agreement and the Funding 2 Deed of Charge.

5.2      Shortfall on Final Repayment Date: To the extent that on the latest
         occurring Final Repayment Date of any Loan Tranche advanced under
         this Agreement there is a shortfall between all amounts (including
         interest and principal) payable under this Agreement and the amounts
         available therefor, that shortfall shall become immediately due and
         payable to the Master Issuer. Following enforcement of the Funding 2
         Security and distribution of all enforcement proceeds in accordance
         with the Funding 2 Deed of Charge, all outstanding claims that the
         Master Issuer may otherwise have against Funding 2 will be
         extinguished.

6.       Advance of Loan Tranches

6.1      Loan Tranches correspond to Series and Classes of Notes: Each Loan
         Tranche shall be identified by reference to the relevant Series and
         Class of Notes that is used to fund it, as set out in the applicable
         Loan Tranche Supplement. For instance, the Series 05-1 Class A1 Notes
         shall fund the Series 05-1 AAA (Class A1) Loan Tranche.

6.2      Loan Tranche Supplement: The Loan Tranche Supplement to be signed
         on each Closing Date in accordance with Clause 3.1(b) shall
         record, amongst other things, the amount of each Loan Tranche to
         be made on such Closing Date.

6.3      Single drawing of the Loan Tranche: On satisfaction of the conditions
         set out in Clause 3.1 (Conditions Precedent), the Master Issuer shall
         make the applicable Loan Tranches available to Funding 2 on the
         applicable Closing Date. The aggregate of the Loan Tranches to be
         made on such Closing Date will only be available for drawing in one
         amount by Funding 2 on the such Closing Date.

6.4      Redemption/Payment Basis: Each Loan Tranche may be an Index-Linked
         Redemption Loan Tranche, a Bullet Loan Tranche, a Scheduled Repayment
         Loan Tranche, a Controlled Repayment Loan Tranche, a Pass-Through
         Loan Tranche or a combination of any of the foregoing, depending upon
         the Redemption/Payment Basis shown in the applicable Loan Tranche
         Supplement.

6.5      Issuance Fees: The Master Issuer shall, on behalf of Funding 2 and
         itself, pay the fees and expenses incurred by Funding 2 and/or itself
         in connection with the issuance of Notes, the making of Loan Tranches
         by it to Funding 2 and the acquisition by Funding 2 of an additional
         share in the Trust Property using the proceeds of such Loan Tranches.

6.6      Monthly Payment Dates and Loan Payment Dates: The Loan Payment
         Dates for any Loan Tranche shall be the Monthly Payment Dates
         specified as such for such Loan Tranche in the applicable Loan
         Tranche Supplement.



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7.       Interest

7.1      Loan Tranche Interest Periods: The first Loan Tranche Interest Period
         for a Loan Tranche will commence on (and include) the Loan Tranche
         Interest Commencement Date for such Loan Tranche and end on (but
         exclude) the first Loan Payment Date for such Loan Tranche falling
         thereafter. Each subsequent Loan Tranche Interest Period for such
         Loan Tranche shall commence on (and include) a Loan Payment Date for
         such Loan Tranche and end on (but exclude) the next following Loan
         Payment Date for such Loan Tranche.

7.2      Day Count Fraction: Whenever it is necessary to compute an amount of
         interest in respect of a Loan Tranche for any period (including any
         Loan Tranche Interest Period for such Loan Tranche), such interest
         shall be calculated on the basis of actual days elapsed in a 365 day
         year.

7.3      Determination of Intercompany Loan Tranche Interest Amount: In
         relation to any Loan Tranche, the rate of interest payable (the "Loan
         Tranche Rate of Interest") and the relevant Sterling interest amount
         (each an "Loan Tranche Interest Amount") for a Loan Tranche shall be
         determined on the basis of the provisions set out below:

         (a)  On the Loan Tranche Interest Reset Date for such Loan
              Tranche, the Agent Bank will determine the Relevant Screen
              Rate for such Loan Tranche for the relevant Loan Tranche
              Interest Period at or about 11.00 am London time.

              If the Relevant Screen Rate for such Loan Tranche is unavailable,
              the Agent Bank will request the principal London Office of each of
              the Reference Banks to provide the Agent Bank with its offered
              quotation to leading Banks for Sterling Deposits of
              (pound)10,000,000 for the Relevant Screen Rate for such Loan
              Tranche in the London inter-bank market as at or about 11.00 am
              London time on such Loan Tranche Interest Reset Date.

              The Loan Tranche Rate of Interest for such Loan Tranche for
              the relevant Loan Tranche Interest Period shall be the
              aggregate of:

              (i)   the Relevant Margin for such Loan Tranche; and

              (ii)  the Relevant Screen Rate for such Loan Tranche or, if the
                    Relevant Screen Rate is unavailable, the arithmetic mean
                    (or, in the case of the initial Loan Tranche Interest
                    Determination Date for such Loan Tranche, the linear
                    interpolation of the arithmetic mean) of such offered
                    quotations by the Reference Banks (rounded upwards, if
                    necessary, to five decimal places).

         (b)  If on any Loan Tranche Interest Reset Date for such Loan
              Tranche, the Relevant Screen Rate for such Loan Tranche is
              unavailable and only two or three of the Reference Banks
              provide offered quotations, the Loan Tranche Rate of
              Interest for such Loan Tranche for the relevant Loan Tranche
              Interest Period shall be determined in accordance with the
              provisions of sub-paragraph (a) above on the basis of the
              offered quotations of those Reference Banks providing such
              quotations.


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         (c)  If, on any such Loan Tranche Interest Reset Date for such
              Loan Tranche, only one or none of the Reference Banks
              provides the Agent Bank with such an offered quotation, the
              Agent Bank shall forthwith consult with the Funding 2
              Security Trustee for the purposes of agreeing two banks (or,
              where one only of the Reference Banks provided such a
              quotation, one additional bank) to provide such a quotation
              or quotations to the Agent Bank (which bank or banks are in
              the opinion of the Funding 2 Security Trustee suitable for
              such purpose) and the Loan Tranche Rate of Interest for such
              Loan Tranche for the relevant Loan Tranche Interest Period
              in question shall be determined, as aforesaid, on the basis
              of the offered quotations of such banks as so agreed (or, as
              the case may be, the offered quotations of such bank as so
              agreed and the relevant Reference Bank).

         (d)  If no such bank or banks is or are so agreed or such bank or
              banks as so agreed does or do not provide such a quotation
              or quotations, then the Loan Tranche Rate of Interest for
              such Loan Tranche for the relevant Loan Tranche Interest
              Periods shall be the Loan Tranche Rate of Interest in
              relation to such Loan Tranche in effect for the immediately
              preceding Loan Tranche Interest Period for such Loan Tranche
              to which sub-paragraph (a) above shall have applied but
              taking account of any change in the Relevant Margin for such
              Loan Tranche.

         (e)  There will be no minimum or maximum Loan Tranche Rate of
              Interest for such Loan Tranche.

         (f)  The Agent Bank shall: (i) as soon as practicable on each Loan
              Tranche Interest Reset Date for such Loan Tranche, determine
              and notify the Master Issuer, Funding 2, the Cash Manager and
              the Funding 2 Security Trustee of the Loan Tranche Rate of
              Interest for such Loan Tranche for the relevant Loan Tranche
              Interest Periods and (ii) as soon as practicable on each Loan
              Interest Determination Date for such Loan Tranche determine
              and notify the Master Issuer, Funding 2, the Cash Manager and
              the Funding 2 Security Trustee of the Loan Tranche Interest
              Amount payable in respect of such Loan Tranche for the
              relevant Loan Tranche Interest Period.

         (g)  The Loan Tranche Interest Amount for such Loan Tranche shall
              be determined by applying the relevant Loan Tranche Rate of
              Interest for such Loan Tranche to the Outstanding Principal
              Balance of such Loan Tranche, multiplying the sum by the day
              count fraction described in Clause 7.2 (Day Count Fraction)
              and rounding the resultant figure to the nearest penny (half a
              penny being rounded upwards).

         (h)  If the Agent Bank does not at any time for any reason
              determine the Loan Tranche Rate of Interest and the Loan
              Tranche Interest Amount for such Loan Tranche in accordance
              with sub-clauses (a) to (g) above, the Funding 2 Security
              Trustee shall (subject to it being indemnified to its
              satisfaction) determine the Loan Tranche Rate of Interest and
              Loan Tranche Interest Amount for such Loan Tranche and any
              such determination shall be deemed to have been made by the
              Agent Bank.


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         (i)  All notifications, opinions, determinations, certificates,
              calculations and decisions given, expressed, made or obtained
              for the purposes of this Clause 7, whether by the Agent Bank
              or the Funding 2 Security Trustee, shall (in the absence of
              wilful default, bad faith or manifest error) be binding on
              Funding 2, the Master Issuer, the Cash Manager, the Agent
              Bank, the Funding 2 Security Trustee and (in such absence as
              aforesaid) no liability to Funding 2 shall attach to such
              Master Issuer, the Agent Bank, the Funding 2 Security Trustee
              or the Cash Manager in connection with the exercise or
              non-exercise by them or any of them of their powers, duties
              and discretions hereunder.

         (j)  In the event of the then Agent Bank being unwilling to act as
              the Agent Bank, or resigning pursuant to the Issuer Paying
              Agent and Agent Bank Agreement, the Master Issuer shall, with
              the approval of the Issuer Security Trustee, appoint a
              successor Agent Bank. If the Master Issuer shall fail to
              appoint a successor Agent Bank, the Agent Bank shall appoint
              such other bank as may be previously approved in writing by
              the Issuer Security Trustee to act as the Agent Bank. The
              resignation of the Agent Bank will not take effect until a
              successor approved by the Issuer Security Trustee has been
              appointed.

7.4      Payment on Loan Payment Dates: Subject to Clause 5.1 (Recourse
         limited to available funds), Funding 2 shall pay interest in respect
         of a Loan Tranche on the Loan Payment Dates specified for such Loan
         Tranche in the applicable Loan Tranche Supplement.

7.5      Deferred Interest: Subject to Clause 5.2 (Shortfall on Final
         Repayment Date), to the extent that there are insufficient funds
         available to pay interest on a Loan Tranche on any Loan Payment Date
         for such Loan Tranche, the shortfall in the interest amount payable
         will not then fall due but will instead be due on the following Loan
         Payment Date for such Loan Tranche on which sufficient funds are
         available to pay such interest, and pending such payment, will accrue
         interest at the rate specified for such Loan Tranche in the
         applicable Loan Tranche Supplement.

7.6      Certain Fees: In addition to the interest and principal payments to
         be made by Funding 2 in respect of a Loan Tranche under this Clause 7
         and Clause 8 (Repayment), respectively, on each Loan Payment Date
         that is a 20th Monthly Payment Date (or, in respect of (i) the
         payment to be made as set forth in sub-clause (a) below, on the
         Closing Date for such Loan Tranche, (ii) the payments to be made as
         set forth in sub-clause (b) below, on the Loan Payment Dates as
         agreed between, as applicable, the Note Trustee and the Master Issuer
         (in accordance with Clause 9 (Remuneration and Indemnification of the
         Note Trustee) of the Issuer Trust Deed) or the Issuer Security
         Trustee and the Master Issuer (in accordance with Clause 17
         (Remuneration and Indemnification of the Issuer Security Trustee) of
         the Issuer Deed of Charge), and (iii) the payment to be made as set
         forth in sub-clause (h) below, on a Loan Payment Date for such Loan
         Tranche) or on any other date on which the Master Issuer notifies
         Funding 2, but subject to Clause 5.1 (Recourse limited to available
         funds), Funding 2 shall pay to the Master Issuer for same day value
         to the Issuer Transaction Account a fee for the provision of the
         Global Loan Facility (except that in the case of payments due under
         paragraphs (c), (e), (f) and (k) below, such payments shall be paid
         when due). Such fee shall be an amount or amounts in the aggregate
         equal to the following:



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         (a)  the Issuance Fees (other than to the extent such Issuance
              Fees are specified in items (b) to (k) below);

         (b)  the fees, costs, charges, liabilities and expenses and any
              other amounts due and payable to the Note Trustee and the
              Issuer Security Trustee pursuant to the Issuer Trust Deed,
              the Issuer Deed of Charge or any other Transaction Document,
              together with interest thereon as provided therein;

         (c)  the reasonable fees and expenses of any legal advisers,
              accountants and auditors appointed by the Master Issuer and
              properly incurred in their performance of their functions
              under the Transaction Documents which have fallen due;

         (d)  the fees, costs and expenses due and payable to the Paying
              Agents, the Agent Bank, the Transfer Agent and the Registrar
              pursuant to the Issuer Paying Agent and Agent Bank
              Agreement;

         (e)  any amounts due and payable by the Master Issuer to the Inland
              Revenue in respect of the Master Issuer's liability to United
              Kingdom corporation tax (insofar as payment is not satisfied
              by the surrender of group relief or out of the profits, income
              or gains of the Master Issuer and subject to the terms of the
              Issuer Deed of Charge) or any other Taxes payable by the
              Master Issuer;

         (f)  the fees, costs, charges, liabilities and expenses due and
              payable to the Issuer Account Bank pursuant to the Issuer
              Bank Account Agreement (if any);

         (g)  the fees, costs, charges, liabilities and expenses due and
              payable to the Issuer Cash Manager pursuant to the Issuer
              Cash Management Agreement;

         (h)  any termination payment due and payable by the Master Issuer
              to an Issuer Swap Provider pursuant to an Issuer Swap
              Agreement;

         (i)  the fees, costs, charges, liabilities and expenses due and
              payable to the Issuer Corporate Services Provider pursuant
              to the Issuer Corporate Services Agreement;

         (j)  any amounts due and payable (other than principal) by the
              Master Issuer to the Start-Up Loan Provider(s) in respect of
              the Master Issuer's obligations under the Start-Up Loan
              Agreements;

         (k)  the amount to be retained by the Master Issuer under item
              (O) of the Issuer Pre-Enforcement Revenue Priority of
              Payments; and

         (l)  any other amounts due or overdue by the Master Issuer to
              third parties including the Rating Agencies and the amounts
              paid by the Master Issuer under the Programme Agreement,
              each Subscription Agreement and each Underwriting Agreement
              (excluding, for these purposes, the Noteholders) other than
              amounts specified in paragraphs (b) to (j) above,

         together with, (i) in respect of taxable supplies made to the Master
         Issuer, any amount in respect of any VAT or similar tax payable in
         respect thereof against production of a valid tax invoice; and (ii)
         in respect of taxable supplies made to a person other than


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         the Master Issuer, any amount in respect of any Irrecoverable VAT
         or similar tax payable in respect thereof (against production of a
         copy of the relevant tax invoice), and to be applied subject to
         and in accordance with the provisions of the Issuer
         Pre-Enforcement Revenue Priority of Payments in the Issuer Cash
         Management Agreement.

7.7      Set-off: Funding 2 and each of the other parties to this Agreement
         agree that the Master Issuer shall be entitled to set-off those
         amounts due and payable by Funding 2 pursuant to Clause 7.6 (Certain
         Fees) on the Closing Date for a Loan Tranche against the amount to be
         advanced by the Master Issuer to Funding 2 under such Loan Tranche on
         such Closing Date.

8.       Repayment

8.1      Repayment of Loan Tranches: Subject to Clause 5 (Limited Recourse),
         on each Loan Payment Date for a Loan Tranche, other than a Loan
         Payment Date on which such Loan Tranche is to be repaid under Clause
         9 (Prepayment), Funding 2 shall repay principal in respect of such
         Loan Tranche in an amount equal to:

         (a)  prior to the earlier to occur of the Step-Up Date (if any)
              in respect of such Loan Tranche and a Pass-Through Trigger
              Event, the lower of:

              (i)   the amount due to be paid on such Loan Payment Date as
                    specified for such Loan Tranche in the applicable Loan
                    Tranche Supplement; and

              (ii)  the amount which is available, under the terms of the
                    Funding 2 Deed of Charge and the Cash Management
                    Agreement to repay principal in respect of such Loan
                    Tranche,

              provided that, in the case of any Pass-Through Loan Tranche,
              the amount of principal to be repaid by Funding 2 in respect
              of such Loan Tranche on the applicable Loan Payment Date
              shall be calculated in accordance with sub-paragraph (ii)
              above; or

         (b)  following the earlier to occur of the Step-Up Date (if any)
              in respect of such Loan Tranche and a Pass-Through Trigger
              Event (whereupon each following Monthly Payment Date for
              such Loan Tranche shall constitute a Loan Payment Date for
              such Loan Tranche), the amount which is available under the
              terms of the Funding 2 Deed of Charge and the Cash
              Management Agreement to repay principal in respect of such
              Loan Tranche.

         To the extent that there are insufficient funds available to Funding
         2 to repay the amount due to be paid on such Loan Payment Date for
         such Loan Tranche, Funding 2 will be required to repay the shortfall,
         to the extent that it receives funds therefor (and subject to the
         terms of the Funding 2 Deed of Charge and the Cash Management
         Agreement) on subsequent Loan Payment Dates for such Loan Tranche.

8.2      Loan Tranche Ratings: Unless otherwise specified for any Loan Tranche
         in the applicable Loan Tranche Supplement, such Loan Tranche shall be
         repaid (as to both interest and principal) in the priority according
         to the Loan Tranche Rating of that Loan Tranche. The Loan Tranche
         Rating for a Loan Tranche will be specified for


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         such Loan Tranche in the applicable Loan Tranche Supplement.

8.3      Payment subject to terms of the Funding 2 Deed of Charge and the Cash
         Management Agreement: The terms and conditions of Clause 7 (Interest)
         and this Clause 8 (Repayment) are to be read in conjunction with the
         provisions of Schedule 3 to the Funding 2 Deed of Charge and the Cash
         Management Agreement, as the same may be amended or varied from time
         to time in accordance with the provisions thereof.

9.       Prepayment

9.1      Prepayment for taxation or other reasons: If:

         (a)  Funding 2 is required to withhold or deduct from any payment
              of principal or interest in respect of any Loan Tranche any
              amount for or on account of Tax; or

         (b)  the Master Issuer is required to withhold or deduct from any
              payment of principal, interest or premium in respect of its
              Notes any amount for or on account of Tax; or

         (c)  a Loan Tranche becomes illegal as described in Clause 11
              (Illegality);

         then, without prejudice to the obligations of Funding 2 under Clause
         11 (Illegality) and subject to Clause 12 (Mitigation), the Master
         Issuer may require Funding 2 to prepay, on any Loan Payment Date for
         such Loan Tranche, having given not more than 60 days' and not less
         than 30 days' (or such shorter period as may be required by any
         relevant law in the case of any Loan Tranche which becomes illegal
         pursuant to Clause 11 (Illegality)) prior written notice to Funding 2
         and the Note Trustee (or on or before the latest date permitted by
         the relevant law in the case of Clause 11 (Illegality)) so long as
         the relevant circumstances continue, the applicable Loan Tranches
         without penalty or premium but subject to Clause 16 (Default Interest
         and Indemnity), provided that the Repayment Tests will be satisfied
         following such prepayment and the Master Issuer is able to repay the
         Notes used to fund such Loan Tranche on such Loan Payment Date from
         funds received from repayment of such Loan Tranche.

9.2      Prepayment at option of Master Issuer: The Master Issuer, at its
         option, may require Funding 2 to prepay the outstanding principal
         amount of a Loan Tranche (together with any accrued interest) on any
         Loan Payment Date for such Loan Tranche on which the Master Issuer
         has decided to exercise its option, if any, to redeem in full the
         Notes used to fund such Loan Tranche or on any date which is a
         Step-Up Date in respect of the Notes used to fund such Loan Tranche
         provided that, in each case, the Repayment Tests will be satisfied
         following such prepayment. The Master Issuer shall give Funding 2 not
         less than 30 days' prior written notice of the Master Issuer's
         decision to exercise its option to require Funding 2 to prepay the
         relevant Loan Tranche. Any prepayment by Funding 2 will be made
         without penalty or premium but will be subject to Clause 16 (Default
         interest and indemnity).

9.3      Application of monies: The Master Issuer hereby agrees to apply any
         amounts received by way of prepayment pursuant to Clause 9.1
         (Prepayment for taxation or


                                      10
<PAGE>

         other reasons) or Clause 9.2 (Prepayment at option of Master
         Issuer) in making prepayments under the relevant Notes.

10.      Taxes

10.1     No gross up: All payments by Funding 2 under this Agreement shall be
         made without any deduction or withholding for or on account of, and
         free and clear of, any Taxes, except to the extent that Funding 2 is
         required by law to make payment subject to any Taxes.

10.2     Tax receipts: All Taxes required by law to be deducted or withheld by
         Funding 2 from any amounts paid or payable under this Agreement shall
         be paid by Funding 2 when due and Funding 2 shall, within 30 days of
         the payment being made, deliver to the Master Issuer evidence
         satisfactory to the Master Issuer (including all relevant Tax
         receipts) that the payment has been duly remitted to the appropriate
         authority.

11.      Illegality

         If, at any time, it is unlawful for the Master Issuer to make, fund
         or allow to remain outstanding a Loan Tranche made by it under this
         Agreement, then the Master Issuer shall, promptly after becoming
         aware of the same, deliver to Funding 2, the Funding 2 Security
         Trustee and the Rating Agencies a certificate to that effect and if
         the Master Issuer so requires, Funding 2 shall promptly to the extent
         necessary to cure such illegality prepay such Loan Tranche subject to
         and in accordance with the provisions of Clause 9.1 (Prepayment for
         taxation or other reasons).

12.      Mitigation

         If circumstances arise in respect of the Master Issuer which
         would, or would upon the giving of notice, result in:

         (a)  the prepayment of the Loan Tranches pursuant to Clause 11
              (Illegality);

         (b)  a withholding or deduction from the amount to be paid by
              Funding 2 on account of Taxes pursuant to Clause 10 (Taxes),

         then, without in any way limiting, reducing or otherwise qualifying
         the obligations of Funding 2 under this Agreement, the Master Issuer
         shall:

              (i)   promptly upon becoming aware of the circumstances,
                    notify the Funding 2 Security Trustee, Funding 2 and
                    the Rating Agencies; and

              (ii)  upon written request from Funding 2, take such
                    reasonable steps as may be practical to mitigate the
                    effects of those circumstances including (without
                    limitation) the assignment by novation of the Master
                    Issuer's rights under this Loan Agreement to, and
                    assumption by novation of all the Master Issuer's
                    obligations under this Agreement by, another company,
                    which is willing to participate in the Loan Tranches
                    in its place and which is not subject to (a) and/or
                    (b) above,

         provided that no such transfer or assignment and transfer by novation
         of such rights and obligations may be permitted unless the Rating
         Agencies confirm in writing to


                                      11
<PAGE>

         Funding 2 and the Funding 2 Security Trustee that there will be no
         downgrading of the then current rating of the Notes issued by the
         Master Issuer as a result and Funding 2 indemnifies the Master
         Issuer for any reasonable costs and expenses properly incurred as
         a result of such transfer or assignment.

13.      Representations and Warranties of Funding 2

13.1     Representations and warranties: Funding 2 makes the
         representations and warranties set out in this Clause 13 to the
         Master Issuer and the Funding 2 Security Trustee (as trustee for
         each of the Funding 2 Secured Creditors).

13.2     Status:

         (a)  It is a limited liability company duly incorporated, validly
              existing and registered under the laws of the jurisdiction
              in which it is incorporated, capable of being sued in its
              own right and not subject to any immunity from any
               proceedings; and

         (b)  it has the power to own its property and assets and to carry
              on its business as it is being conducted.

13.3     Powers and authority: It has the power to enter into, perform and
         deliver, and has taken all necessary corporate and other action to
         authorise the execution, delivery and performance by it of, each of
         the Transaction Documents to which it is a party.

13.4     Legal validity: Each Transaction Document to which it is or will be a
         party constitutes or when executed in accordance with its terms will
         constitute, a legal, valid and binding obligation of Funding 2.

13.5     Non-conflict: The execution by it of each of the Transaction
         Documents to which it is a party and the exercise by it of its rights
         and the performance of its obligations under such Transaction
         Documents including, without limitation, borrowing pursuant to the
         terms of this Agreement or granting any security contemplated by the
         Transaction Documents will not:

         (a)  result in the existence or imposition of, nor oblige it to
              create, any Security Interest in favour of any person (other
              than the Funding 2 Security Trustee for itself and on behalf
              of the other Funding 2 Secured Creditors or as otherwise
              contemplated in the Transaction Documents) over all or any
              of its present or future revenues or assets;

         (b)  conflict with any document which is binding upon it or any
              of its assets;

         (c)  conflict with its constitutional documents; or

         (d)  conflict with any law, regulation or official or judicial
              order of any government, governmental body or court,
              domestic or foreign, having jurisdiction over it.

13.6     No litigation: It is not a party to any material litigation,
         arbitration or administrative proceedings and, to its knowledge, no
         material litigation, arbitration or administrative proceedings are
         pending or threatened against it.



                                      12
<PAGE>

13.7     No default: No Funding 2 Intercompany Loan Event of Default is
         continuing unremedied (if capable of remedy) or unwaived or would
         result from the making of any Loan Tranche.

13.8     Authorisations: All governmental consents, licences and other
         approvals and authorisations required or desirable in connection with
         the entry into, performance, validity and enforceability of, and the
         transactions contemplated by, the Transaction Documents have been
         obtained or effected (as appropriate) and are in full force and
         effect.

13.9     Registration requirements: Except for due registration of the Funding
         2 Deed of Charge under Section 395 of the Companies Act 1985, it is
         not necessary that the Funding 2 Deed of Charge or this Agreement be
         filed, recorded or enrolled with any authority or that, except for
         registration fees payable at Companies Registry in respect of the
         Funding 2 Deed of Charge, any stamp, registration or similar tax be
         paid on or in respect thereof.

13.10    Ranking of security: The security conferred by the Funding 2 Deed of
         Charge constitutes a first priority security interest of the type
         described, and over the security assets referred to, in the Funding 2
         Deed of Charge and the Funding 2 Charged Property is not subject to
         any prior or pari passu Security Interests.

13.11    No other business:

         (a)  It has not traded or carried on any business since its date
              of incorporation or engaged in any activity whatsoever that
              is not incidental to or necessary in connection with any of
              the activities in which the Transaction Documents provide or
              envisage that it will engage; and

         (b)  it is not party to any material agreements other than the
              Transaction Documents.

13.12    Ownership:

         (a)  Its entire issued share capital is legally and beneficially
              owned and controlled by Holdings; and

         (b)  its shares are fully paid.

13.13    Good title as to assets: Subject to the Security Interests created
         under the Funding 2 Deed of Charge, it is and will remain the
         absolute beneficial owner of the Funding 2 Share and absolute legal
         and beneficial owner of all other assets charged or assigned by the
         Funding 2 Deed of Charge to which it is a party.

13.14    Repetition: The representations in this Clause 13 (Representations
         and Warranties of Funding 2) shall survive the execution of this
         Agreement and the making of each Loan Tranche under this Agreement,
         and shall be repeated by Funding 2 on each Closing Date relating to
         the making of each Loan Tranche by reference to the facts and
         circumstances then existing.

14.      Covenants



                                      13
<PAGE>

14.1     Duration: The undertakings in this Clause 14 (Covenants) shall remain
         in force from the date of this Agreement for so long as any amount is
         or may be outstanding under this Agreement.

14.2     Information: Funding 2 shall supply to the Funding 2 Security Trustee
         and the Rating Agencies:

         (a)  as soon as the same are available its audited accounts for
              that Financial Year; and

         (b)  promptly, such other information in connection with the
              matters contemplated by the Transaction Documents as the
              Funding 2 Security Trustee or the Rating Agencies may
              reasonably request.

14.3     Notification of Default: Funding 2 shall notify the Master Issuer and
         the Funding 2 Security Trustee of any Funding 2 Intercompany Loan
         Event of Default (and the steps, if any, being taken to remedy it) or
         any event which with the giving of notice or lapse of time or
         certification would constitute the same promptly upon Funding 2
         becoming aware of the occurrence of each Funding 2 Intercompany Loan
         Event of Default or such other event.

14.4     Authorisations: Funding 2 shall promptly:

         (a)  obtain, maintain and comply with the terms of; and

         (b)  upon request, supply certified copies to the Master Issuer
              and the Funding 2 Security Trustee of,

         any authorisation required under any law or regulation to enable it
         to perform its obligations under, or for the validity or
         enforceability of, any Transaction Document to which it is a party.

14.5     Pari passu ranking: Funding 2 shall procure that its obligations
         under the Transaction Documents do and will rank at least pari passu
         with all its other present and future unsecured obligations, except
         for obligations mandatorily preferred by law.

14.6     Negative pledge: Funding 2 shall not create or permit to subsist any
         Security Interest over or in respect of any of its assets (unless
         arising by operation of law) other than as provided pursuant to the
         Transaction Documents.

14.7     Disposals; Mergers and Acquisitions: Funding 2 shall not, either in a
         single transaction or in a series of transactions, whether related or
         not and whether voluntarily or involuntarily, sell, assign, transfer,
         lease or otherwise dispose of or grant any option over all or any
         part of its assets, properties or undertakings or any interest,
         estate, right, title or benefit therein, other than as provided for
         pursuant to the Transaction Documents. In addition to the foregoing:

(a)               Funding 2 shall not enter into any amalgamation, demerger,
                  merger or reconstruction; and

(b)               Funding 2 shall not acquire any assets or business or make
                  any investments other than as contemplated in the
                  Transaction Documents.


                                      14
<PAGE>

14.8     Lending and borrowing:

            (a)   Except as provided or contemplated under the Transaction
                  Documents, Funding 2 shall not make any loans or provide any
                  other form of credit to any person.

            (b)   Funding 2 shall not give any guarantee or indemnity to or
                  for the benefit of any person in respect of any obligation
                  of any other person or enter into any document under which
                  Funding 2 assumes any liability of any other person.

            (c)   Funding 2 shall not incur any indebtedness in respect of any
                  borrowed money other than under the Transaction Documents.

14.9     Shares and dividends: Funding 2 shall not:

            (a)   declare or pay any dividend or make any other distribution
                  in respect of any of its shares other than in accordance
                  with the Funding 2 Deed of Charge;

            (b)   issue any further shares or alter any rights attaching to
                  its issued shares as at the date hereof; or

            (c)   repay or redeem any of its share capital.

14.10    Change of business:

            (a)   Funding 2 shall not carry on any business or engage in any
                  activity other than as contemplated by the Transaction
                  Documents or which is not incidental to or necessary in
                  connection with any of the activities in which the
                  Transaction Documents provide or envisage that Funding 2
                  will engage.

            (b)   Other than in respect of the Master Issuer (and any other
                  Funding 2 Issuer), Funding 2 shall not have any subsidiaries
                  or subsidiary undertakings as defined in the Companies Act
                  1985, as amended.

            (c)   Funding 2 shall not own any premises.

14.11    Tax: Funding 2 shall not apply to become part of any group for the
         purposes of section 43 of the Value Added Tax Act 1994 (as amended)
         with the Master Issuer unless required to do so by law.

14.12    United States Activities: Funding 2 will not engage in any activities
         in the United States (directly or through agents), will not 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.

14.13    Funding 2 Ledgers: Funding 2 shall maintain, or cause to be
         maintained, the Funding 2 Ledgers in accordance with the Cash
         Management Agreement.

14.14    Funding 2 Liquidity Reserve Fund: Funding 2 will establish the
         Funding 2 Liquidity Reserve Fund and the Funding 2 Liquidity Reserve
         Ledger, should the long-term, unsecured, unsubordinated and
         unguaranteed debt obligations of the Seller cease to be


                                      15
<PAGE>

         rated at least A3 by Moody's or A- by Fitch (unless Moody's or
         Fitch, as applicable, confirms the then current ratings of the
         Notes of the Master Issuer will not be adversely affected by such
         ratings downgrade). Any such Funding 2 Liquidity Reserve Fund and
         Funding 2 Liquidity Reserve Ledger shall be established and
         maintained in accordance with the provisions of the Cash
         Management Agreement.

15.      Default

15.1     Funding 2 Intercompany Loan Events of Default: Each of the events set
         out in Clause 15.2 (Non-payment) to Clause 15.8 (Ownership) (both
         inclusive) is a Funding 2 Intercompany Loan Event of Default (whether
         or not caused by any reason whatsoever outside the control of Funding 2
         or any other person).

15.2     Non-payment: Subject to Clause 5.1 (Recourse limited to available
         funds), Funding 2 does not pay on the due date or such failure to pay
         continues for a period of five London Business Days after such due
         date any amount payable by it under any Funding 2 Intercompany Loan
         Agreement at the place at and in the currency in which it is
         expressed to be payable.

15.3     Breach of other obligations: Funding 2 does not comply in any
         material respect (in the opinion of the Funding 2 Security Trustee)
         with any of its obligations under the Transaction Documents to which
         it is a party (other than those referred to in Clause 15.2
         (Non-payment)) and such non-compliance, if capable of remedy, is not
         remedied promptly and in any event within twenty London Business Days
         of Funding 2 becoming aware of the non-compliance or receipt of a
         written notice from the Funding 2 Security Trustee requiring Funding
         2's non-compliance to be remedied.

15.4     Misrepresentation: A representation, warranty or statement made or
         repeated in or in connection with any Transaction Document or in any
         document delivered by or on behalf of Funding 2 under or in
         connection with any Transaction Document is incorrect in any material
         respect (in the opinion of the Funding 2 Security Trustee) when made
         or deemed to be made or repeated.

15.5     Insolvency:

         (a)  An order is made or an effective resolution is passed for
              the winding up of Funding 2 (except, in any such case, a
              winding-up or dissolution for the purpose of a
              reconstruction, amalgamation or merger the terms of which
              have been previously approved by the Funding 2 Security
              Trustee; or

         (b)  Except for the purposes of an amalgamation, merger or
              restructuring as described in (a) above, Funding 2 ceases or
              threatens to cease to carry on all or a substantial part of
              its business or stops payment or threatens to stop payment
              of its debts or is deemed unable to pay its debts within the
              meaning of Section 123(a), (b), (c) or (d) of the Insolvency
              Act 1986 (as amended, modified or re-enacted) or becomes
              unable to pay its debts within the meaning of Section 132(2)
              of the Insolvency Act 1986 (as amended, modified or
              re-enacted); or

         (c)  Proceedings are otherwise initiated against Funding 2 under
              any applicable liquidation, insolvency, composition,
              reorganisation or other similar laws (including, but not
              limited to, presentation of a petition for an administration


                                      16
<PAGE>

              order or the making of an application for an administration
              order or the filing of documents for an administration
              order) and (except in the case of presentation of a petition
              for or making an application for or filing of any documents
              for an administration order) such Proceedings are not, in
              the opinion of the Funding 2 Security Trustee being disputed
              in good faith with a reasonable prospect of success; or a
              formal notice is given of intention to appoint an
              administrator; or an administration order is granted or an
              administrative receiver or other receiver, liquidator or
              other similar official is appointed in relation to Funding 2
              or in relation to the whole or any substantial part of the
              undertaking or assets of Funding 2; or an encumbrancer
              taking possession of the whole or any substantial part of
              the undertaking or assets of Funding 2; or a distress,
              execution, diligence or other process is levied or enforced
              upon or sued out against the whole or any substantial part
              of the undertaking or assets of Funding 2 and such
              possession or process (as the case may be) is not discharged
              or not otherwise cease to apply within 30 days; or Funding 2
              initiates or consents to judicial proceedings relating to
              itself under applicable liquidation, insolvency,
              composition, reorganisation or other similar laws or makes a
              conveyance or assignment for the benefit of its creditors
              generally.

15.6     Unlawfulness: It is or becomes unlawful for Funding 2 to perform any
         of its obligations under any Transaction Document.

15.7     The Funding 2 Deed of Charge: The Funding 2 Deed of Charge is no
         longer binding on or enforceable against Funding 2 or effective to
         create the security intended to be created by it.

15.8     Ownership: The entire issued share capital of Funding 2 ceases to be
         legally and beneficially owned and controlled by Holdings.

15.9     Acceleration of Global Intercompany Loan: Upon the Funding 2 Security
         Trustee's receipt from the Master Issuer or other party to a
         Transaction Document of notice of the occurrence of a Funding 2
         Intercompany Loan Event of Default which is continuing unremedied
         and/or has not been waived, the Funding 2 Security Trustee may by
         written notice to Funding 2 (a "Funding 2 Intercompany Loan
         Enforcement Notice") which is copied to each of the Funding 2 Secured
         Creditors and the Mortgages Trustee:

         (a)  declare all Loan Tranches made under this Agreement to be
              immediately due and payable, whereupon the same shall,
              subject to Clause 15.10 (Repayment of Global Intercompany
              Loan on acceleration), become so payable together with
              accrued interest thereon and any other sums then owed by
              Funding 2 under this Agreement; and/or

         (b)  declare the Loan Tranches to be due and payable on demand of
              the Funding 2 Security Trustee.

15.10    Repayment of Global Intercompany Loan on acceleration: Upon the
         Funding 2 Security Trustee declaring the Loan Tranches to be
         immediately due and payable pursuant to Clause 15.9 (Acceleration of
         Global Intercompany Loan), the amount due and payable in respect of
         each Loan Tranche shall be paid by Funding 2 without


                                      17
<PAGE>

         penalty or premium but subject to Clause 16 (Default interest and
         indemnity).

16.      Default Interest and Indemnity

16.1     Default Loan Interest Periods: If any sum due and payable by Funding
         2 under a Loan Tranche is not paid on the due date for payment in
         accordance with this Agreement or if any sum due and payable by
         Funding 2 under any judgment or decree of any court in connection
         with this Agreement is not paid on the date of such judgment or
         decree, the period beginning on such due date or, as the case may be,
         the date of such judgment or decree and ending on the date upon which
         the obligation of Funding 2 to pay such sum (the balance thereof for
         the time being unpaid being herein referred to as an "unpaid sum") is
         discharged shall be divided into successive periods, each of which
         (other than the first) shall start on the last day of the preceding
         such period and the duration of each of which shall (except as
         otherwise provided in this Clause 16) be selected by the Funding 2
         Security Trustee having regard to when such unpaid sum is likely to
         be paid.

16.2     Default interest: During each such period relating to an unpaid sum
         as is mentioned in this Clause 16 an unpaid sum shall bear interest
         at the rate per annum which the Master Issuer, acting reasonably,
         determines and certifies to Funding 2 and the Funding 2 Security
         Trustee will be sufficient to enable it to pay interest and other
         costs and indemnities on or in respect of any amount which the Master
         Issuer does not pay as a result of Funding 2's non-payment under this
         Agreement, as a result of such unpaid sum not being paid to it.

16.3     Payment of default interest: Any interest which shall have accrued
         under Clause 16.2 (Default interest) in respect of an unpaid sum
         shall be due and payable and shall be paid by Funding 2 at the end of
         the period by reference to which it is calculated or on such other
         date or dates as the Funding 2 Security Trustee may specify by
         written notice to Funding 2.

16.4     Broken periods: Funding 2 shall forthwith on demand indemnify the
         Master Issuer against any loss or liability that the Master Issuer
         incurs as a consequence of any payment of principal for a Loan
         Tranche being received from any source otherwise than on a Loan
         Payment Date for such Loan Tranche or an overdue amount being
         received otherwise than on its due date.

16.5     Funding 2's payment indemnity: Funding 2 undertakes to indemnify the
         Master Issuer:

         (a)  against any cost, claim, loss, expense (including legal
              fees) or liability together with any amount in respect of
              Irrecoverable VAT thereon (other than by reason of the
              negligence or wilful default by the Master Issuer) which it
              may sustain or incur as a consequence of the occurrence of
              any Funding 2 Intercompany Loan Event of Default or any
              default by Funding 2 in the performance of any of the
              obligations expressed to be assumed by it in any of the
              Transaction Documents (other than by reason of negligence or
              wilful default on the part of the Master Issuer or prior
              breach by the Master Issuer of the terms of any of the
              Transaction Documents to which it is a party); and


                                      18
<PAGE>

         (b)  against any other loss or liability (other than by reason of
              the negligence or default of the Master Issuer or breach by
              the Master Issuer of the terms of any of the Transaction
              Documents to which it is a party (except where such breach
              is caused by the prior breach of Funding 2) or loss of
              profit) it may suffer by reason of having made a Loan
              Tranche available or entering into this Agreement or
              enforcing any security granted pursuant to the Funding 2
              Deed of Charge.

17.      Payments

17.1     Payment:

         (a)  Subject to Clause 5 (Limited Recourse), all amounts of
              interest and principal to be paid to the Master Issuer under
              this Agreement shall be paid in Sterling for value by
              Funding 2 to the Issuer Transaction Account and the relevant
              irrevocable payment instruction for such payment shall be
              given by Funding 2 by no later than noon to the Issuer Cash
              Manager under the Issuer Cash Management Agreement (with a
              copy to the Master Issuer and the Funding 2 Security
              Trustee) on the Distribution Date immediately preceding the
              relevant Loan Payment Date.

         (b)  On each date on which this Agreement requires any amount
              other than the amounts specified in Clause 17.1(a) to be
              paid by Funding 2, Funding 2 shall, save as provided
              otherwise herein, make the same available to the Master
              Issuer by payment in Sterling in immediately available,
              freely transferable, cleared funds to the Issuer Transaction
              Account.

17.2     Alternative payment arrangements: If, at any time, it shall become
         impracticable (by reason of any action of any governmental authority
         or any change in law, exchange control regulations or any similar
         event) for Funding 2 to make any payments under this Agreement in the
         manner specified in Clause 17.1 (Payment), then Funding 2 shall make
         such alternative arrangements for the payment direct to the Master
         Issuer of amounts due under this Agreement as are acceptable to the
         Funding 2 Security Trustee.

17.3     No set-off: All payments required to be made by Funding 2 under this
         Agreement shall be calculated without reference to any set-off or
         counterclaim and shall be made free and clear of, and without any
         deduction for or on account of, any set-off or counterclaim.

18.      Entrenched Provisions

         Each of Funding 2, the Master Issuer and the Funding 2 Security
         Trustee acknowledge and agree that Funding 2 may from time to time
         enter into new Funding 2 Intercompany Loan Agreements and that the
         obligation of Funding 2 to repay the Loan Tranches made under this
         Agreement will rank pari passu with the obligations of Funding 2 to
         repay any such other loans made under such Funding 2 Intercompany
         Loan Agreements. If Funding 2 intends to enter into a new Funding 2
         Intercompany Loan Agreement then the provisions of this Agreement may
         be varied (with the consent of the parties to this Agreement to the
         extent necessary to reflect the terms of that Funding 2 Intercompany
         Loan Agreement) PROVIDED THAT no variation shall



                                      19
<PAGE>

         be made to any of the following terms without the prior written
         consent of the Funding 2 Secured Creditors and the Rating
         Agencies:

         (a)  the Loan Payment Dates;

         (b)  Clause 5 (Limited Recourse);

         (c)  Clause 10 (Taxes); and

         (d)  Clause 19.5 (Funding 2 Security Trustee).

19.      Further Provisions

19.1     Evidence of indebtedness: In any proceeding, action or claim relating
         to a Loan Tranche a statement as to any amount due to the Master
         Issuer under such Loan Tranche which is certified as being correct by
         an officer of the Funding 2 Security Trustee shall, unless otherwise
         provided in this Agreement, be prima facie evidence that such amount
         is in fact due and payable.

19.2     Entire Agreement, Amendments and Waiver and Rights cumulative:

         (a)  Entire Agreement: This Agreement sets out the entire
              agreement and understanding between the parties with respect
              to the subject matter of this Agreement superseding all
              prior oral or written understandings other than the other
              Transaction Documents.

         (b)  Amendments and Waiver: Subject to Clause 18 (Entrenched
              Provisions), no amendment or waiver of any provision of this
              Agreement nor consent to any departure by any of the parties
              therefrom shall in any event be effective unless the same
              shall be in writing and signed by each of the parties
              hereto. In the case of a waiver or consent, such waiver or
              consent shall be effective only in the specific instance and
              as against the party or parties giving it for the specific
              purpose for which it is given.

         (c)  Rights cumulative: The respective rights of each of the
              parties to this Agreement are cumulative and may be
              exercised as often as they consider appropriate. No failure
              on the part of any party 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
              Agreement are cumulative and not exclusive of any remedies
              provided by law.

19.3     Assignment: Neither the Master Issuer nor Funding 2 may assign or
         transfer any of its respective rights and obligations under this
         Agreement PROVIDED THAT:

         (a)  the Master Issuer may assign its rights, title, interest or
              benefit hereunder to the Issuer Security Trustee pursuant to
              the Issuer Deed of Charge;

         (b)  Funding 2 may assign its rights hereunder to the Funding 2
              Security Trustee pursuant to the Funding 2 Deed of Charge.

19.4     Severability: Where any provision in or obligation under this
         Agreement shall be



                                      20
<PAGE>


         invalid, illegal or unenforceable in any jurisdiction, the
         validity, legality and enforceability of the remaining provisions
         or obligations under this Agreement, or of such provision or
         obligation in any other jurisdiction, shall not be affected or
         impaired thereby.

19.5     Funding 2 Security Trustee:

         (a)  The Funding 2 Security Trustee shall have no responsibility
              for any of the obligations of any other party to this
              Agreement (other than itself). For the avoidance of doubt,
              the parties to this Agreement acknowledge that the rights
              and obligations of the Funding 2 Security Trustee under this
              Agreement are governed by the Funding 2 Deed of Charge.

         (b)  As between the Funding 2 Security Trustee and the parties
              hereto any liberty or power which may be exercised or any
              determination which may be made hereunder by the Funding 2
              Security Trustee may be exercised or made in the Funding 2
              Security Trustee's absolute discretion without any
              obligation to give reasons therefor, but in any event must
              be exercised or made in accordance with the provisions of
              the Funding 2 Deed of Charge.

19.6     Counterparts: This Agreement 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.

19.7     Third Party Rights: A person who is not a party to this Agreement 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.

19.8     Corporate Obligations: To the extent permitted by law, no recourse
         under any obligation, covenant, or agreement of any person contained
         in this Agreement 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 Agreement is a
         corporate obligation of each person expressed to be a party hereto
         and no personal liability shall attach to or be incurred by the
         shareholders, officers, agents or directors of such person as such,
         or any of them, under or by reason of any of the obligations,
         covenants or agreements of such person contained in this Agreement,
         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
         Agreement.

20.      Redenomination

         Each obligation under this Agreement which has been denominated in
         Sterling shall be redenominated in Euro in accordance with applicable
         legislation passed by the European Monetary Union upon such
         redenomination of the Sterling Notes.


                                      21
<PAGE>

21.      Notices

         Any notices or other communication or document to be given or
         delivered pursuant to this Agreement 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 Issuer Master
              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 Funding 2, to Granite Finance Funding 2
              Limited, Fifth Floor, 100 Wood Street, London EC2V 7EX
              (facsimile number 020 8409 8911) 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);

         (c)  in the case of Funding 2 Security Trustee, to The Bank of
              New York, 40th Floor, One Canada Square, London, E14 5AL
              (facsimile number 020 7964 4637) for the attention of the
              Trustee Administration Manager; and

         (d)  in the case of Agent Bank, to Citibank, N.A., Citigroup
              Centre, Canada Square, Canary Wharf, London E14 5LB,
              (facsimile number 020 7508 3881) for the attention of Rate
              Fixing,

              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 written
              notice in accordance with the provisions of this Clause 22.
              All notices served under this Agreement shall be
              simultaneously copied to the Funding 2 Security Trustee by
              the person serving the same.

22.      Governing Law and Submission to Jurisdiction

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

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

22.3     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 suit, action or
         proceeding and to settle any disputes, and agrees not



                                      22
<PAGE>

         to claim that any such court is not a convenient or appropriate
         forum.

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed
on the day and year first before written.




                                      23
<PAGE>


                                  SCHEDULE 1



                        FORM OF LOAN TRANCHE SUPPLEMENT




                                      24
<PAGE>

                                   Dated [o]



                       GRANITE FINANCE FUNDING 2 LIMITED
                                 as Funding 2




                           GRANITE MASTER ISSUER PLC
                               as Master Issuer



                             THE BANK OF NEW YORK
                         as Funding 2 Security Trustee



                                CITIBANK, N.A.
                                 as Agent Bank





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

                            LOAN TRANCHE SUPPLEMENT

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



                                      25
<PAGE>



THIS LOAN TRANCHE SUPPLEMENT is dated [o] between:

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

(2)      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;

(3)      THE BANK OF NEW YORK, acting through its office at 40th Floor, One
         Canada Square, London E14 5AL in its capacity as the Funding 2
         Security Trustee; and

(4)      CITIBANK, N.A., acting through its office at Citigroup Centre, Canada
         Square, Canary Wharf, London E14 5LB in its capacity as the Agent
         Bank.

This document constitutes the Loan Tranche Supplement relating to the Loan
Tranches described herein. Terms used herein shall be deemed to be defined as
such for the purposes of the Global Intercompany Loan Agreement entered into
between the parties hereto on 19 January, 2005. This Loan Tranche Supplement
contains the final terms of the Loan Tranches identified and described herein,
is supplemental to and must be read in conjunction with the Global
Intercompany Loan Agreement.

[To be repeated for each Loan Tranche funded by Notes of each class of the
same Series]

Loan Tranche: The Series [o] Class [o] Notes will fund the [identifier] Loan
Tranche which shall have the following terms:




1.   Borrower                             Granite Finance Funding 2 Limited

2.   Lender:                              Granite Master Issuer plc

3.   (i)    Loan Tranche Rating:          [o]

     (ii)   Series Number:                [o]

4.   Initial Outstanding Principal        [o]
     Balance:
                                          [o]
5.   (i)    Closing Date:
                                          [o]
     (ii)   Loan Tranche Interest
            Commencement Date:            The Monthly Payment Date specified
                                          herein falling in [o], [o], [o] and
     (iii)  Loan Tranche Interest         [o] of each year or, following the
            Reset Dates:                  earlier to occur of the Step-Up
                                          Date in relation to this Loan
                                          Tranche or a Pass-Through Trigger
                                          Event, each Monthly Payment Date
                                          specified herein of each year.


                                      26
<PAGE>


6.   Final Repayment Date:                [o]

7.   Payment Dates:

     (a)    Monthly Payment Dates         The date falling on the [o]th day
                                          of each calendar month subject to
                                          the Business Day Convention
                                          specified for the Series [o] Class
                                          [o] Notes in the applicable Final
                                          Terms

     (b)    Loan Payment Dates            Each Monthly Payment Date specified
                                          herein in each year up to and
                                          including the Final Repayment Date

8.   Initial Relevant Screen Rate:        [o]

9.   Loan Reference Rate:                 [o] or, following the earlier to
                                          occur of the Step-Up Date in
                                          relation to this Loan Tranche or a
                                          Pass-Through Trigger Event, LIBOR
                                          for one-month sterling deposits

10.  Relevant Margin:                     [o]

11.  Step-Up Date:                        [Not Applicable/The Loan Payment
                                          Date occurring in [specify date]]
                                          (If not applicable, delete the
                                          remaining parts of this
                                          sub-paragraph)

12.  Relevant Margin following            [Not applicable/[o]]
     Step-Up Date:

13.  Redemption/Payment Basis:            [Redemption at par]
                                          [Index Linked Redemption]
                                          [Bullet Redemption]
                                          [Scheduled Redemption]
                                          [Controlled Amortisation]
                                          [Pass-through]


14.  Change of Redemption/Payment         [Specify details of any provision
     Basis:                               for change of Loan Tranches into
                                          another Redemption/Payment Basis

15.  Details relating to Bullet Loan      [Applicable/Not Applicable]
     Tranche:

     (i)    Bullet Repayment Loan Amount: [o]

     (ii)   Bullet Redemption Date:       [o]



                                      27

<PAGE>


16.  Details relating to Scheduled        [Applicable/Not Applicable]
     Repayment Loan Tranche:
                                          [If the Scheduled Repayment Loan
                                          Tranche is applicable, specify the
                                          Scheduled Repayment Dates and
                                          Scheduled Repayment Loan
                                          Instalments below] [if not
                                          applicable, delete the remaining
                                          sub-paragraphs of this paragraph]

         Scheduled Repayment Dates        Scheduled Repayment Loan Instalment:
     Loan Repayment Dates occurring
                   in:
                   [o]

17.  Details relating to Controlled       [Applicable/Not Applicable]
     Repayment Loan Tranche:

                                          [If the Controlled Repayment Loan
                                          Tranche is applicable, specify the
                                          Target Balance for each Loan
                                          Payment Date below] [if not
                                          applicable, delete the remaining
                                          sub-paragraphs of this paragraph]

         Controlled Repayment Dates               Target Balance:
     Loan Payment Date occurring in:

                   [o]                                 [o]

18.  Details relating to Pass-through     [Applicable/Not Applicable]
     Loan Tranches:

                                          [If the Pass-through Loan Tranche
                                          is applicable, specify the Loan
                                          Payment Date following which the
                                          Pass-Through Loan Tranches will be
                                          due]

                                          [If not applicable, delete the
                                          remaining sub-paragraphs of this
                                          paragraph].

19.  Other terms and special conditions:  [Applicable/Not Applicable]



                                      28

<PAGE>


Confirmations:

Funding 2 confirms that:

(a)   no Funding 2 Intercompany Loan Event of Default has occurred and is
      continuing which has not been waived, or would result from the making of
      such Loan Tranche;

(b)   the representations and warranties set out in Clause 13 (Representations
      and Warranties of Funding 2) are true on and as of the Closing Date
      specified in this Loan Tranche Supplement by reference to the facts and
      circumstances then existing; and

(c)   as of the Closing Date specified in this Loan Tranche Supplement, there
      is no debit balance on the Funding 2 Principal Deficiency Ledger.

The Master Issuer confirms that:

(a)   no Issuer Event of Default has occurred and is continuing which has not
      been waived, or would result from the making of such Loan Tranche;

(b)   the aggregate amount of the Loan Tranches to be made on the Closing Date
      specified in this Loan Tranche Supplement and any Loan Tranches
      outstanding on such Closing Date do not exceed the Total Credit
      Commitment.



                                      29

<PAGE>


                                EXECUTION PAGE
                          for Loan Tranche Supplement


as Funding 2
EXECUTED for and on behalf of                   )
GRANITE FINANCE FUNDING 2 LIMITED               )
by                                              )

_________________________


Name:





as Master Issuer
EXECUTED for and on behalf of                   )
GRANITE MASTER ISSUER PLC                       )
by                                              )

_________________________


Name:




as Funding 2 Security Trustee
EXECUTED for and on behalf of                   )
THE BANK OF NEW YORK                            )
by                                              )

_________________________


Name:





as Agent Bank
EXECUTED for and on behalf of                   )
CITIBANK, N.A.                                  )
by                                              )

_________________________


Name:



                                      30

<PAGE>


                             EXECUTION PAGE





as Funding 2
EXECUTED for and on behalf of                   )
GRANITE FINANCE FUNDING 2 LIMITED               )
by                                              )

_________________________


Name:







as Master Issuer
EXECUTED for and on behalf of                   )
GRANITE MASTER ISSUER PLC                       )
by                                              )

_________________________


Name:




as Funding 2 Security Trustee
EXECUTED for and on behalf of                   )
THE BANK OF NEW YORK                            )
by                                              )

_________________________


Name:





as Agent Bank
EXECUTED for and on behalf of                   )
CITIBANK, N.A.                                  )
by                                              )

_________________________


Name:



                                      31