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





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                      FIRST AMENDED ISSUER DEED OF CHARGE

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                            SIDLEY AUSTIN
                            -------------
                            SIDLEY

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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.............................................................18

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....................................................48

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....................50


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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......................................69

SCHEDULE 4  ISSUER RESERVE FUND...............................................72

SCHEDULE 5  FORM OF ACCESSION UNDERTAKING.....................................74


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THIS DEED OF CHARGE WAS MADE ON 19 JANUARY, 2005, AND AMENDED AND RESTATED
PURSUANT TO THE DEED OF AMENDMENT AND RESTATEMENT DATED 17 MAY 2007, 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 40th Floor, One Canada Square, London E14 5AL in its
      separate capacities as (1) Issuer Security Trustee and (2) Note Trustee;

(3)   CITIBANK, N.A., acting through its office at Citigroup Centre, Canada
      Square, Canary Wharf, London E14 5LB, in its separate capacities 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
      separate capacities 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 falling in a Monthly Payment Period, 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 that
      have been allocated towards the payments and provisions in respect of
      amounts due on that Monthly Payment Date in accordance with the rules
      and the order of priority of the Issuer Pre-Enforcement Revenue Priority
      of Payments and the provisions of the Issuer Cash Management Agreement
      and to apply such monies to the making of such payments and provisions.

5.5   Issuer Pre-Enforcement Principal Priority of Payments: On each Monthly
      Payment Date falling in a Monthly Payment Period, 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 that
      have been allocated towards the payments and provisions in respect of
      amounts due on that Monthly Payment Date in accordance with the rules
      and the order of priority of the Issuer Pre-Enforcement Principal
      Priority of Payments and the provisions of the Issuer Cash Management
      Agreement and to apply such monies to the making of such payments and
      provisions.

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.


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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:

      (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,


                                      10
<PAGE>


                  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 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


                                      11
<PAGE>


      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);

      (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:


                                      12
<PAGE>


      (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,

      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


                                      13
<PAGE>


      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
      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


                                      14
<PAGE>


            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 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 on
      each Monthly Payment Date falling in a Monthly Payment Period (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


                                      15
<PAGE>


      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 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


                                      16
<PAGE>


            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 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.


                                      17
<PAGE>


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.

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;


                                      18
<PAGE>


      (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);

      (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;


                                      19
<PAGE>


      (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 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


                                      20
<PAGE>


      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.

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


                                      21
<PAGE>


            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.

      (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


                                      22
<PAGE>


            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 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


                                      23
<PAGE>


      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

      (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


                                      24
<PAGE>


                  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,

      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)")


                                      25
<PAGE>


      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.

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


                                      26
<PAGE>


      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 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.


                                      27
<PAGE>


      (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 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


                                      28
<PAGE>


            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;

      (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


                                      29
<PAGE>


            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
            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


                                      30
<PAGE>


            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;

      (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;


                                      31
<PAGE>


      (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

      (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.


                                      32
<PAGE>


      (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 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


                                      33
<PAGE>


            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
            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


                                      34
<PAGE>


            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 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.


                                      35
<PAGE>


      (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:

            (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


                                      36
<PAGE>


            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 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.


                                      37
<PAGE>


      (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 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


                                      38
<PAGE>


            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 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


                                      39
<PAGE>


      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;

      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.


                                      40
<PAGE>


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.

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


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<PAGE>


      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 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


                                      42
<PAGE>


      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 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
      and on such Monthly Payment Dates as shall, in each case, 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 the applicable Monthly Payment Dates subject to and in
      accordance with the relevant Issuer Priority of Payments and the
      provisions of this Deed. 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


                                      43
<PAGE>


      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
      and on such Monthly Payment Dates as shall, in each case, be agreed
      between them;

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


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<PAGE>


      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

      (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 15.12


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<PAGE>


      (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;

      (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


                                      46
<PAGE>


      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

      (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.


                                      47
<PAGE>


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.

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;


                                      48
<PAGE>


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

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

      (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., Citigroup Centre, Canada Square, Canary Wharf, London E14
            5LB for the attention of Agency and Trust;

      (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


                                      49
<PAGE>


      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.

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 falling in a Monthly Payment Period, 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) of the Issuer Note Revenue Sub-Ledger 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 the aggregate of the payments and provisions required to
      be made under items (A) through (N) of the Issuer Pre-Enforcement
      Revenue Priority of Payments in the immediately following Monthly
      Payment Period.

      Prior to the enforcement of the Issuer Security, on or prior to the
      first day of each Monthly Payment Period, the Issuer Cash Manager will,
      subject to the rules for application of Issuer Available Revenue
      Receipts set out in paragraph 4 of this Schedule 2, allocate the Issuer
      Available Revenue Receipts towards the payments and provisions in
      respect of Amounts due on all Monthly Payment Dates falling in such
      Monthly Payment Period in the order of priority set out in the third
      paragraph below (in each case only if and to the extent that payments or
      provisions of a higher priority in respect of amounts due on any Monthly
      Payment Date falling in such Monthly Payment Period have been made in
      full) (the "Issuer Pre-Enforcement Revenue Priority of Payments"). The
      Issuer Available Revenue Receipts so allocated will not be applied in
      satisfaction of any payment or provision until the Monthly Payment Date
      in such Monthly Payment Period on which such payment or provision is
      required to be made.

      The allocation of Issuer Available Revenue Receipts towards the payments
      and provisions in respect of amounts due under any item of the Issuer
      Pre-Enforcement Revenue Priority of Payments on all Monthly Payment
      Dates falling in such Monthly Payment Period shall be made in no order
      of priority but in proportion to the respective amounts due under such
      item (in each case only if and to the extent that payments or provisions
      of a higher priority in respect of amounts due under such item on any
      Monthly Payment Date falling in such Monthly Payment Period have been
      made in full).

      On each Monthly Payment Date falling in the relevant Monthly Payment
      Period and until enforcement of the Issuer Security pursuant to this
      Deed of Charge or until such time as there are no Issuer Secured
      Obligations outstanding, the amount of Issuer Available Revenue Receipts
      so allocated towards each payment and provision in


                                      57
<PAGE>


      respect of amounts due on the relevant Monthly Payment Date shall be
      applied in making such payment or provision (save that, in respect of
      amounts due to third parties by the Master Issuer pursuant to paragraph
      (C) below, such payments will be made when due) in the order of priority
      set out in the Issuer Pre-Enforcement Revenue Priority of Payments.

      The following order of priority of payments is the Issuer
      Pre-Enforcement Revenue Priority of Payments:

      (A)   first, in no order of priority among them but in proportion to the
            amounts due in the relevant Monthly Payment Period, 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
            prior to the next following Monthly Payment Period to the Note
            Trustee and the Issuer Security Trustee, 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 in the relevant Monthly Payment Period,
            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 prior to the next following Monthly Payment Period to
            the Agent Bank, the Paying Agents, the Transfer Agent and the
            Registrar under the Issuer Paying Agent and Agent Bank Agreement;

      (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 Period, 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 prior to the next
            following Monthly Payment 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 in the relevant Monthly Payment Period,
            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 Banks
            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 prior to the next following
            Monthly Payment 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;


                                      58
<PAGE>


      (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 on such Monthly Payment
                  Date;

      (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;

      (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 (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 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 (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):


                                      59
<PAGE>


            (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 in the relevant Monthly Payment Period,
            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);

      (K)   eleventh, after taking account of any replenishment of the Issuer
            Reserve Fund in the relevant Monthly Payment Period from Issuer
            Available Principal Receipts, to credit the Issuer Reserve Ledger
            up to an amount no less than the Issuer Reserve Required Amount
            (such replenishment to be made on the 20th Monthly Payment Date
            falling in the relevant Monthly Payment Period);

      (L)   twelfth, in the Monthly Payment Period in December of each year,
            in no order of priority among them but in proportion to the
            respective amounts due, 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 each such Issuer Account Bank
            and outstanding on the last day of such Monthly Payment Period
            (such payment to be made on the 20th Monthly Payment Date falling
            in such Monthly Payment Period);

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


                                      60
<PAGE>


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

      (O)   fifteenth, the retention by the Master Issuer of 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 an amount
            equal to corporation tax in respect of those profits provided for
            or paid at item (C) above) (such retention to be effective as of
            the 20th Monthly Payment Date of the relevant Monthly Payment
            Period); and

      (P)   last, to pay amounts due to the Issuer GIC Provider under the
            Issuer Guaranteed Investment Contract (such payment to be made on
            the 20th Monthly Payment Date falling in the relevant Monthly
            Payment Period).

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
      Note Principal Sub-Ledger to the Issuer Principal Ledger.

      Prior to enforcement of the Issuer Security, the Master Issuer, or the
      Issuer Cash Manager on its behalf, will, subject to the rules for
      application of Issuer Available Principal Receipts set out in paragraph
      4 of this Schedule 2, allocate the Issuer Available Principal Receipts
      towards the payments and provisions in respect of amounts due on all
      Monthly Payment Dates falling in such Monthly Payment Period in the
      order of priority set out in the third paragraph below (in each case
      only if and to the extent that payments or provisions of a higher
      priority in respect of amounts due on any Monthly Payment Date falling
      in such Monthly Payment Period have been made in full) (the "Issuer
      Pre-Enforcement Principal Priority of Payments"). The Issuer Available
      Principal Receipts so allocated will not be applied in satisfaction of
      any payment or provision until the Monthly Payment Date in such Monthly
      Payment Period on which such payment or provision is required to be
      made.

      The allocation of Issuer Available Principal Receipts towards the
      payments and provisions in respect of amounts due under any item of the
      Issuer Pre-Enforcement Principal Priority of Payments on all Monthly
      Payment Dates falling in such Monthly Payment Period shall be made in no
      order of priority but in proportion to the respective amounts due under
      such item (in each case only if and to the extent that payments or
      provisions of a higher priority in respect of amounts due under such
      item on any Monthly Payment Date falling in such Monthly Payment Period
      have been made in full).

      On each Monthly Payment Date falling in the relevant Monthly Payment
      Period and until enforcement of the Issuer Security pursuant to this
      Deed of Charge or until such time as there are no outstanding Issuer
      Secured Obligations, the amount of Issuer Available Principal Receipts
      so allocated towards each payment and provision in


                                      61
<PAGE>


      respect of amounts due on the relevant Monthly Payment Date shall be
      applied in making such payment or provision in the order of priority set
      out in the Issuer Pre-Enforcement Principal Priority of Payments.

      The following order of priority of payments is 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)
            (in respect of the Series and Class(es) of Issuer Notes) to the
            Issuer Note Principal Sub-Ledger (such replenishment to be made on
            the 20th Monthly Payment Date falling in the relevant Monthly
            Payment Period;

      (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:


                                      62
<PAGE>


            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;

      (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

      On or prior to the first day of each Monthly Payment Period, the Issuer
      Security Trustee (or the Issuer Cash Manager on its behalf) will,
      subject to the rules for


                                      63
<PAGE>


      application of Issuer Available Revenue Receipts and Issuer Available
      Principal Receipts set out in paragraph 4 of this Schedule 2, allocate
      amounts received or recovered (excluding Swap Collateral (if any)
      standing to the credit of the Issuer Swap Collateral Accounts) following
      enforcement of the Issuer Security towards the payments and provisions
      in respect of amounts due on all Monthly Payment Dates falling in such
      Monthly Payment Period in the order of priority set out in the third
      paragraph below (in each case only if and to the extent that payments or
      provisions of a higher priority in respect of amounts due on any Monthly
      Payment Date falling in such Monthly Payment Period have been made in
      full) (the "Issuer Post-Enforcement Priority of Payments"). The amounts
      so allocated will not be applied in satisfaction of any payment or
      provision until the Monthly Payment Date in such Monthly Payment Period
      on which such payment or provision is required to be made.

      The allocation of the amounts so received or recovered towards the
      payments and provisions in respect of amounts due under any item of the
      Issuer Post-Enforcement Priority of Payments on all Monthly Payment
      Dates falling in such Monthly Payment Period shall be made in no order
      of priority but in proportion to the respective amounts due under such
      item (in each case only if and to the extent that payments or provisions
      of a higher priority in respect of amounts due under such item on any
      Monthly Payment Date falling in such Monthly Payment Period have been
      made in full).

      On each Monthly Payment Date falling in the relevant Monthly Payment
      Period, the amounts so received or recovered and allocated towards each
      payment and provision in respect of amounts due on the relevant Monthly
      Payment Date shall be applied in making such payment or provision in the
      order of priority set out in the Issuer Post-Enforcement Priority of
      Payments.

      The following order of priority of payments is the Issuer
      Post-Enforcement Priority of Payments:

      (A)   first, in no order of priority among them but in proportion to the
            amounts due in the relevant Monthly Payment Period 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 prior to the
            next following Monthly Payment Period 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 in the relevant Monthly
            Payment Period, 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 become due and payable to them prior to
            the next following Monthly Payment Period 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 in the relevant Monthly Payment Period,
            towards payment of amounts (together with VAT on those amounts)
            due and payable to the Issuer


                                      64
<PAGE>


            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 in the
            relevant Monthly Payment Period, 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 in the relevant Monthly Payment Period, 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 in the
            relevant Monthly Payment Period, 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 in the relevant Monthly Payment Period,
            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 in the
            relevant Monthly Payment Period, to pay amounts due to the Issuer
            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 in the relevant Monthly Payment Period, to
            pay interest due or


                                      65
<PAGE>


            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 in the
            relevant Monthly Payment Period, 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 in the relevant Monthly Payment Period,
            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 in the
            relevant Monthly Payment Period, 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 in the relevant Monthly Payment
            Period, 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 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 D


                                      66
<PAGE>


            Notes under item (L) above shall be reduced by the amount of the
            shortfall applicable to that Series of Class D Notes;

      (N)   fourteenth, in the Monthly Payment Period falling in December of
            each year, in no order of priority among them but in proportion to
            the respective amounts due, 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 on the last day of such Monthly Payment Period (such
            payment to be made on the 20th Monthly Payment Date falling in
            such Monthly Payment Period);

      (O)   fifteenth, in no order of priority among them but in proportion to
            the respective amounts due in the relevant Monthly Payment Period,
            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 in the relevant Monthly Payment Period,
            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 in the relevant Monthly Payment
            Period, towards payment of principal amounts due to the Start-Up
            Loan Provider(s) under the Start-Up Loan Agreements; and

      (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.

4.    Rules for application of Issuer Available Revenue Receipts and Issuer
      Available Principal Receipts following the occurrence of a Pass-Through
      Trigger Event during a Monthly Payment Period

      If, at any time during a Monthly Payment Period, a Pass-Through Trigger
      Event occurs, then:

      (a)   the Issuer Available Revenue Receipts and Issuer Available
            Principal Receipts previously allocated on the first day of such
            Monthly Payment Period towards the making of interest and
            principal payments on Notes and the making of payments to the
            Issuer Swap Providers (including any Swap Termination Payments but
            excluding any Issuer Swap Excluded Termination Amount), in each
            case then due on all Monthly Payment Dates falling in such Monthly
            Payment Period shall, notwithstanding the occurrence of the
            Pass-Through Trigger Event and to the extent not already so
            applied, be applied on such Monthly Payment Dates in making such
            payments and provisions;

      (b)   all remaining Issuer Available Revenue Receipts and Issuer
            Available Principal Receipts for such Monthly Payment Period
            (excluding, for the


                                      67
<PAGE>


            avoidance of doubt, Issuer Available Revenue Receipts and Issuer
            Available Principal Receipts previously applied or allocated on
            Monthly Payment Dates falling in the relevant Monthly Payment
            Period in making the payments or provisions to which they had been
            allocated) ("Remaining Issuer Available Revenue Receipts" and
            "Remaining Issuer Available Principal Receipts" respectively) will
            be allocated towards revenue and principal payments or provisions,
            as applicable, that would have been due on all Monthly Payment
            Dates falling in such Monthly Payment Period if the Pass-Through
            Trigger Event had occurred prior to such Monthly Payment Period
            (excluding, for this purpose, any payment or provision due in such
            Monthly Payment Period which has been made or, in accordance with
            sub-paragraph (a) above, will be made) in the order of priority
            set out in the Issuer Pre-Enforcement Revenue Priority of
            Payments, the Issuer Pre-Enforcement Principal Priority of
            Payments or the Issuer Post-Enforcement Priority of Payments, as
            applicable (in each case only if and to the extent that payments
            or provisions of a higher priority in respect of amounts due on
            any Monthly Payment Date falling in such Monthly Payment Period
            have been made in full); and

      (c)   on each Monthly Payment Date falling in the relevant Monthly
            Payment Period after the occurrence of the Pass-Through Trigger
            Event and until such time as there are no outstanding Issuer
            Secured Obligations, the Remaining Issuer Available Revenue
            Receipts and/or Remaining Issuer Available Principal Receipts
            allocated in accordance with sub-paragraph (b) above towards a
            payment or provision due on such Monthly Payment Date shall be
            applied, in accordance with the Issuer Pre-Enforcement Revenue
            Priority of Payments, the Issuer Pre-Enforcement Principal
            Priority of Payments or the Issuer Post-Enforcement Priority of
            Payments, as applicable, in making such payments and provisions.
            Any Remaining Issuer Available Revenue Receipts and/or Remaining
            Issuer Available Principal Receipts allocated in accordance with
            sub-paragraph (b) above towards an amount that would have been due
            on any Monthly Payment Date in the relevant period falling prior
            to the occurrence of the Pass-Through Trigger Event, shall be
            applied in payment of such amount on the corresponding Monthly
            Payment Date falling in the next following Monthly Payment Period
            (and shall be taken into account in determining the allocation and
            application of other Issuer Available Revenue Receipts and Issuer
            Available Principal Receipts in such next following Monthly
            Payment Period).


                                      68
<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.


                                      69
<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:


                                      70
<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:


                                      71
<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;


                                      72
<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.


                                      73
<PAGE>


                                  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 40th 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 Citigroup Centre, Canada
      Square, Canary Wharf, London E14 5LB, 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.


                                      74
<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


                                      75
<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.


                                      76
<PAGE>


<TABLE>
<CAPTION>

New Issuer Secured Creditor

Executed by
<S>                                                                           <C>
[o]
as its deed as follows:                                                       By:___________________________________
Signed for and on its behalf by one of its                                        Director
directors and by another of its directors/its
secretary
                                                                              Name:_________________________________


                                                                              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 by one of its                                        for and on behalf of LDC
directors and by another of its directors/its                                     Securitisation Director No. 1 Limited
secretary                                                                         - Director

                                                                              Name:_________________________________


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

The Note Trustee                                                              Name:_________________________________

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


                                      77
<PAGE>


The Issuer Security Trustee

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


                                      78
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The US Paying Agent

Executed by
CITIBANK, N.A.
as follows:                                                                   By:___________________________________
Signed for and on its behalf by one of its duly                                   Duty Authorised Attorney/Signatory
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 by one of its duly authorised                        Duly Authorised Attorney/Signatory
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
as its deed as follows:                                                       By:___________________________________
                                                                                  Director
Signed for and on its behalf by one of its
directors and by another of its directors/its                                 Name:_________________________________
secretary

                                                                              By:___________________________________
                                                                                  Director/Secretary
                                                                              Name:_________________________________
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