Exhibit 10.4.1

                                                      EXECUTION VERSION






                             Dated 19 January 2005



                           GRANITE MASTER ISSUER PLC
                               as Master Issuer



                               NORTHERN ROCK PLC
                       as Issuer Start-Up Loan Provider



                                    - and -



                             THE BANK OF NEW YORK
                          as Issuer Security Trustee












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                    SECOND AMENDED START-UP LOAN AGREEMENT

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                               SIDLEY AUSTIN LLP
                               ----------------|
                               SIDLEY          |





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                                   CONTENTS

<S>      <C>                                                                                               <C>

1.       Definitions and Interpretation......................................................................1

2.       The Start-Up Loan Tranches..........................................................................2

3.       Interest............................................................................................2

4.       Repayment...........................................................................................3

5.       Acceleration........................................................................................4

6.       Payments............................................................................................4

7.       Subordination and Security..........................................................................4

8.       Notices.............................................................................................5

9.       Taxes...............................................................................................6

10.      Remedies and Waivers................................................................................6

11.      Assignments and Transfer............................................................................7

12.      Alternative Payment Arrangements....................................................................7

13.      Issuer Security Trustee as a Party..................................................................7

14.      No Partnership......................................................................................7

15.      Variation...........................................................................................7

16.      Execution in Counterparts; Severability.............................................................7

17.      Third Party Rights..................................................................................8

18.      Governing Law and Jurisdiction;  Appropriate Forum..................................................8

SCHEDULE 1  REPRESENTATIONS AND WARRANTIES...................................................................9
SCHEDULE 2  START-UP LOAN TRANCHE SUPPLEMENT................................................................10

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THIS AGREEMENT WAS MADE ON 19 JANUARY, 2005 AND AMENDED AND RESTATED PURSUANT
TO THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 19 SEPTEMBER, 2006 AND 17 MAY,
2007 BETWEEN:

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

(2)      NORTHERN ROCK PLC (registered number 3273685), a public limited
         company incorporated under the laws of England and Wales whose
         registered office is at Northern Rock House, Gosforth, Newcastle upon
         Tyne NE3 4PL in its capacity as Issuer Start-Up Loan Provider; and

(3)      THE BANK OF NEW YORK, whose principal office is at 40th Floor, One
         Canada Square, London E14 5AL in its capacity as Issuer Security
         Trustee.

WHEREAS:

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

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

(C)      The Issuer Start-Up Loan Provider and the Master Issuer have agreed
         that, on each occasion that the Master Issuer makes an issuance of
         Issuer Notes, the Issuer Start-Up Loan Provider may make a loan to
         the Master Issuer to be applied towards the funding the Issuer
         Reserve Fund (in whole or in part) and/or towards the payment (in
         whole or in part) of the fees and expenses incurred by the Master
         Issuer and Funding 2 in respect of the issuance of the Issuer Notes
         and the lending of the proceeds thereof to Funding 2.

(D)      This Agreement sets out the agreement between the Master Issuer and
         the Issuer Start-Up Loan Provider in relation to the making of such
         loans.

IT IS HEREBY AGREED as follows:

1.       Definitions and Interpretation

1.1      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


<PAGE>

         into and shall apply to this Agreement. The Issuer Master Definitions
         Schedule specified above shall prevail to the extent that it conflicts
         with the Programme Master Definitions Schedule.

1.2      Save as otherwise expressly provided for herein, or in relation to a
         Start-Up Loan Tranche, as expressly provided for in the applicable
         Start-Up Loan Tranche Supplement, references herein or in any
         Start-Up Loan Tranche Supplement to "Monthly Payment Date" or
         "Monthly Payment Dates" shall mean the 20th Monthly Payment Date
         falling in a Monthly Payment Period or the 20th Monthly Payment Dates
         falling in all Monthly Payment Periods, as applicable.

2.       The Start-Up Loan Tranches

2.1      Subject to the terms of this Agreement, simultaneously with the issue
         by the Master Issuer of a Series of Issuer Notes on a Closing Date,
         the Issuer Start-Up Loan Provider may make available to the Master
         Issuer a Start-Up Loan Tranche in the amount described in a
         supplement entered into on such date by the parties hereto
         substantially in the form of Schedule 3 (each such supplement being a
         "Start-Up Loan Tranche Supplement").

2.2      Each Start-Up Loan Tranche made under this Agreement will only be used
         by the Master Issuer for the purposes of:

         (a)      funding the Issuer Reserve Fund (in whole or in part);
                  and/or

         (b)      funding the payment of the costs and expenses incurred by
                  the Master Issuer and Funding 2 in connection with the
                  issuance by the Master Issuer of the Issuer Notes, the
                  making of Loan Tranches by the Master Issuer to Funding 2
                  under the Global Intercompany Loan Agreement and the
                  acquisition by Funding 2 of an additional share of the Trust
                  Property using the proceeds thereof.

2.3      Each Start-Up Loan Tranche made under this Agreement shall be
         deposited into such accounts as may be agreed between the Master
         Issuer and the Issuer Start-Up Loan Provider.

2.4      Each Start-Up Loan Tranche made under this Agreement will constitute
         a separate debt due from the Master Issuer to the Issuer Start-Up
         Loan Provider.

3.       Interest

3.1      The first Interest Period in respect of each Start-Up Loan Tranche
         made under this Agreement will commence on (and include) the Closing
         Date in relation to that Start-Up Loan Tranche (as specified in the
         applicable Start-Up Loan Tranche Supplement) and end on (but exclude)
         the first Monthly Payment Date falling thereafter. Each subsequent
         Interest Period in respect of each Start-Up Loan Tranche made under
         this Agreement shall commence on (and include) a Monthly Payment Date
         and end on (but exclude) the next following Monthly Payment Date.

3.2      Prior to the service of an Issuer Enforcement Notice, the Master
         Issuer shall pay interest on each Start-Up Loan Tranche made under
         this Agreement in arrear on each

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         Monthly Payment Date. Such payment will be made, subject to the terms
         of the Issuer Deed of Charge, if, and only to the extent that, there
         are Issuer Available Revenue Receipts available therefor after making
         the payments and provisions referred to in the Issuer Pre-Enforcement
         Revenue Priority of Payments. The amount of interest due on each
         Start-Up Loan Tranche made under this Agreement will rank pari passu
         with the amount of interest due on each other Start-Up Loan Tranche
         and will be paid pro rata among such Start-Up Loan Tranches.

3.3      Each Start-Up Loan Tranche made under this Agreement will bear
         interest calculated in accordance with Clause 3.4 at the rate
         specified in the applicable Start-Up Loan Tranche Supplement.

3.4      Interest shall be calculated on each Start-Up Loan Tranche made under
         this Agreement by reference to any Interest Period on the basis of
         the actual number of days elapsed and a 365 day year (or, in the case
         of a leap year, a 366 day year).

3.5      Subject to Clause 4.3, to the extent that there are insufficient
         funds available to pay, on any Monthly Payment Date, interest accrued
         on a Start-Up Loan Tranche made under this Agreement, the shortfall
         in the interest amount payable will not then fall due but will
         instead be due on the following Monthly Payment Date on which
         sufficient funds are available to pay such interest, and pending such
         payment, will accrue interest at the rate specified in the applicable
         Start-Up Loan Tranche Supplement.

4.       Repayment

4.1      Prior to the service of an Issuer Enforcement Notice, the Master
         Issuer shall repay principal of each Start-Up Loan Tranche made under
         this Agreement on each Monthly Payment Date. Such repayment will be
         made if, and only to the extent that, there are Issuer Available
         Revenue Receipts available therefor after making the payments and
         provisions referred to in the Issuer Pre-Enforcement Revenue Priority
         of Payments. The obligation to repay each Start-Up Loan Tranche made
         under this Agreement will rank pari passu with the obligation to
         repay each other Start-Up Loan Tranche made under this Agreement and
         will be paid pro rata among such Start-Up Loan Tranches.

4.2      The Issuer Cash Manager is responsible, pursuant to the Issuer Cash
         Management Agreement, for determining:

         (a)      the interest and principal amounts payable by the Master
                  Issuer under Clause 3 and Clause 4 of this Agreement; and

         (b)      the amount of Issuer Available Revenue Receipts as at any
                  Payment Date available therefor,

         and each determination so made shall (in the absence of negligence,
         wilful default, bad faith or manifest error) be final and binding on
         the Issuer Start-Up Loan Provider.

4.3      Subject to Clauses 5 (but not withstanding any other terms of this
         Agreement), on the earlier to occur of:


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         (a)      the Monthly Payment Date on or prior to which all Issuer
                  Notes issued by the Master Issuer have been repaid in full;
                  or

         (b)      the Final Maturity Date of the last outstanding Series and
                  Class of Notes,

         each Start-Up Loan Tranche made under this Agreement (including any
         interest accrued but unpaid), shall, subject to the Issuer Deed of
         Charge, become immediately due and payable.

4.4      The Issuer Start-Up Loan Provider hereby acknowledges that from time
         to time the Master Issuer may enter into other Start-Up Loan
         Agreements with other Issuer Start-Up Loan Providers and that the
         obligation of the Master Issuer to repay the Start-Up Loan Tranches
         made under this Agreement and any Start-Up Loan Tranches made under
         any other Start-Up Loan Agreement will rank pari passu and will be
         paid pro rata between themselves. The Issuer Start-Up Loan Provider
         further acknowledges that the Issuer Pre-Enforcement Revenue Priority
         of Payments and the Issuer Post-Enforcement Priority of Payments set
         out in the Issuer Deed of Charge, respectively, may be amended to
         reflect the entry by the Master Issuer into another Start-Up Loan
         Agreement and related agreements from time to time and agrees to
         execute such documents as are necessary or required by the Rating
         Agencies for the purpose of including any other Issuer Start-Up Loan
         Provider (and any other relevant party) in the Transaction Documents
         to effect those amendments.

5.       Acceleration

5.1      Subject to Clause 7 (Subordination and Security), each Start-Up Loan
         Tranche made under this Agreement (including any interest accrued but
         unpaid) shall, subject to the Issuer Deed of Charge, become
         immediately due and payable following the service of an Issuer
         Enforcement Notice on the Master Issuer.

6.       Payments

6.1      All payments to be made hereunder by the Master Issuer shall be made
         in sterling in immediately available cleared funds to the Issuer
         Start-Up Loan Provider's account as specified in writing to the
         Master Issuer for this purpose. If any sum falls due hereunder
         otherwise than on a London Business Day, it shall be paid on the next
         succeeding London Business Day.

6.2      Following the service of an Issuer Enforcement Notice on the Master
         Issuer, all amounts of interest, principal and any other amounts due
         hereunder shall be paid only after making the payments and provisions
         referred to in the Issuer Post-Enforcement Priority of Payments.

7.       Subordination and Security

7.1      The parties hereby agree that repayments in respect of each Start-Up
         Loan Tranche made under this Agreement shall be subordinated to,
         inter alia, payments of principal and interest on the Issuer Notes
         and all other payments or provisions ranking in priority to payments
         to be made to the Issuer Start-Up Loan Provider under this Agreement
         in accordance with the Issuer Priority of Payments and the Issuer
         Deed of Charge.


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7.2      If there are Issuer Available Revenue Receipts available but the
         Master Issuer fails to pay interest or repay principal in respect of
         any Start-Up Loan Tranche, such non-repayment will cause each
         Start-Up Loan Tranche made under this Agreement (including any
         interest accrued but unpaid) to become immediately due and payable.

7.3      The Master Issuer undertakes that its obligations to the Issuer
         Start-Up Loan Provider hereunder shall at all times be secured by the
         Issuer Deed of Charge.

7.4      The Issuer Start-Up Loan Provider covenants that, except as permitted
         under the Issuer Deed of Charge, it will not set off or claim to set
         off any Start-Up Loan Tranche made under this Agreement (including
         any interest accrued but unpaid) or any part thereof against any
         liability owed by it to the Master Issuer under this Agreement.

7.5      The Issuer Start-Up Loan Provider hereby undertakes to each of the
         other parties hereto that it shall not take any steps for the purpose
         of recovering any amount payable under this Agreement (including,
         without limitation, by exercising any rights of set-off) or enforcing
         any rights arising out of this Agreement 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, liquidator or similar
         officer of the Master Issuer in respect of any or all of its revenues
         except to the extent expressly permitted under the Issuer Deed of
         Charge.

7.6      Northern Rock plc, as the initial Issuer Start-Up Loan Provider,
         represents that it is within the charge to UK corporation tax in
         respect of any interest payable to it under this Agreement.

7.7      The Issuer Start-Up Loan Provider for the time being shall notify the
         Master Issuer in writing promptly, and in any event before the next
         following Monthly Payment Date, if it is not, or ceases to be, within
         the charge to UK corporation tax in respect of any interest payable
         to it under this Agreement.

7.8      Each party to this Agreement other than the Issuer Security Trustee
         hereby makes the representations and warranties to each of the other
         parties to this Agreement that are specified in Schedule 1 hereto.

8.       Notices

         Any notices to be given pursuant to this Agreement or to any of the
         parties hereto shall be sufficiently served if sent by prepaid first
         class post or by facsimile transmission and shall be deemed to be
         given (in the case of facsimile transmission) when despatched, (where
         delivered by hand) on the day of delivery if delivered before 17.00
         hours on a Business Day or on the next 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 7696 5243 for the attention of the
                  Company Secretary with a copy to Northern Rock plc, Northern
                  Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
                  (facsimile:


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                  0191 213 2203) for the attention of the Group Secretary;

         (b)      in the case of the Issuer Start-Up Loan Provider, to
                  Northern Rock plc, Northern Rock House, Gosforth, Newcastle
                  upon Tyne NE3 4PL (facsimile: 0191 213 2203) for the
                  attention of the Group Secretary; and

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

         or to such other address or facsimile number as may from time to time
         be notified by any party to the other by written notice in accordance
         with the provisions of this Clause 8.

9.       Taxes

9.1      All payments to be made by the Master Issuer to the Issuer Start-Up
         Loan Provider hereunder shall be made free and clear of and without
         deduction for or on account of Tax unless the Master Issuer is
         required by law to make such a payment subject to the deduction or
         withholding of Tax, in which case the Master Issuer shall promptly
         upon becoming aware thereof notify the Issuer Start-Up Loan Provider
         of such obligation, and shall make such payments subject to such
         deduction or withholding of Tax which it is required to make.

9.2      If the Master Issuer makes any payment hereunder in respect of which
         it is required to make any deduction or withholding, it shall pay the
         full amount required to be deducted or withheld to the relevant
         taxation or other authority within the time allowed for such payment
         under applicable law and shall deliver to the Issuer Start-Up Loan
         Provider, within thirty days after such payment falls due to the
         applicable authority, any original receipt (or a certified copy
         thereof) issued by such authority evidencing such payment.

9.3      The Master Issuer shall co-operate with any person to whom rights
         under this Agreement are assigned or transferred in accordance with
         Clause 11.1 in completing any procedural formalities necessary for
         the Master Issuer to obtain authorisation to make payments of
         interest to such person without deduction or withholding for or on
         account of tax.

9.4      For the avoidance of doubt, the Master Issuer shall not in any
         circumstances be obliged to gross up any payment made by it hereunder
         for any deduction or withholding for or on account of tax, whether
         such deduction or withholding results from a delay in the Master
         Issuer receiving any authorisation described in Clause 9.3 or
         otherwise.

10.      Remedies and Waivers

         No failure by the Issuer Start-Up Loan Provider to exercise, nor any
         delay by the Issuer Start-Up Loan Provider in exercising, any right
         or remedy hereunder shall operate as a waiver thereof, nor shall any
         single or partial exercise of any right or remedy prevent any further
         or other exercise thereof or the exercise of any other right


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         or remedy. The rights and remedies herein provided are cumulative and
         not exclusive of any rights or remedies provided by law.

11.      Assignments and Transfer

11.1     The Master Issuer (other than in respect of any assignment by way of
         security pursuant to the Issuer Deed of Charge) may not assign and/or
         transfer any of its rights and/or obligations under this Agreement.
         The Issuer Start-Up Loan Provider may assign and/or transfer its
         rights under this Agreement without obtaining the prior written
         consent of the Master Issuer to any person provided that such
         assignee or transferee agrees to be bound by the provisions contained
         in the Issuer Deed of Charge as if it were named as an original party
         thereto in place of the Issuer Start-Up Loan Provider.

11.2     If there is any change in the identity of the Issuer Security Trustee
         pursuant to the terms of the Issuer Deed of Charge, the Issuer
         Start-Up Loan Provider and the Master Issuer shall execute such
         documents and take such actions as the new security trustee and the
         outgoing security trustee may reasonably require for the purpose of
         vesting in the new security trustee the rights and obligations of the
         outgoing security trustee and releasing the outgoing security trustee
         from its future obligations under this Agreement.

12.      Alternative Payment Arrangements

         If at any time it shall become impracticable for the Master Issuer to
         make any payments hereunder in the manner specified in Clause 6.1,
         then the parties hereto may agree alternative arrangements for such
         payments to be made.

13.      Issuer Security Trustee as a Party

         The Issuer Security Trustee has agreed to become a party to this
         Agreement for the better preservation and enforcement of its rights
         under this Agreement and the Issuer Security Trustee shall assume no
         obligations or liabilities whatsoever to the Issuer Start-Up Loan
         Provider or to the Master Issuer. Furthermore, any liberty or power
         which may be exercised or any determination which may be made
         hereunder by the Issuer Security Trustee may be exercised or made in
         the Issuer Security Trustee's absolute discretion without any
         obligation to give reasons therefor, but in any event must be
         exercised or made in accordance with the provisions of the Issuer
         Deed of Charge.

14.      No Partnership

         Nothing in this Agreement (or in any of the arrangements contemplated
         hereby) shall, or shall be deemed to, constitute a partnership
         amongst the parties hereto.

15.      Variation

         No variation of this Agreement shall be effective unless it is in
         writing and signed by or on behalf of each of the parties hereto.

16.      Execution in Counterparts; Severability


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

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

17.      Third Party Rights

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

18.      Governing Law and Jurisdiction;  Appropriate Forum

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

18.2     Each of the parties hereto irrevocably agrees that the courts of
         England are to have jurisdiction to settle any suit, action or
         proceeding and to settle any disputes which may arise out of or in
         connection with this Agreement and, for such purposes, irrevocably
         submit to the jurisdiction of such courts.

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

IN WITNESS WHEREOF the parties have caused this Agreement to be duly executed
as of the date first above written.



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                                  SCHEDULE 1

                        REPRESENTATIONS AND WARRANTIES

Each party to the Start-Up Loan Agreement (the "Agreement") hereby makes the
following representations and warranties to each of the other parties to such
Agreement:

1.       Status: It is duly incorporated, validly existing and registered
         under the laws of the jurisdiction in which it is incorporated,
         capable of being sued in its own right and not subject to any
         immunity from any proceedings, and it has the power to own its
         property and assets and to carry on its business as it is being
         conducted.

2.       Powers and authority: It has the power to enter into, perform and
         deliver, and has taken all necessary corporate and other action to
         authorise the execution, delivery and performance by it of the
         Agreement, which has been duly executed and delivered by it.

3.       Legal validity: The Agreement constitutes, or when executed in
         accordance with its terms will constitute, its legal, valid and
         binding obligation.

4.       Non-conflict: The execution by it of the Agreement and the exercise
         by it of its rights and the performance of its obligations under the
         Agreement will not:

         (a)      result in the existence or imposition of, nor oblige it to
                  create, any Security Interest in favour of any person over
                  all or any of its present or future revenues or assets save
                  for any which are created under or pursuant to the Issuer
                  Deed of Charge;

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

         (c)      conflict with its constitutional documents; or

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

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

6.       Consents and Licences: All governmental consents, licences and other
         approvals and authorisations required in connection with the entry
         into, performance, validity and enforceability of, the transaction
         contemplated by the Agreement have been obtained or effected (as
         appropriate) and are in full force and effect.


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                                  SCHEDULE 2

                       START-UP LOAN TRANCHE SUPPLEMENT

This Start-Up Loan Tranche Supplement is made between Northern Rock plc (the
"Issuer Start-Up Loan Provider"), Granite Master Issuer plc ("Master Issuer")
and The Bank of New York (the "Issuer Security Trustee") in relation to the
provision of a Start-Up Loan Tranche by the Issuer Start-Up Loan Provider to
the Master Issuer on the following terms:

o        Closing Date          -       [o]

o        Principal amount      -       (GBP)[o]

o        Interest rate         -       [o]

o        Payment Dates         -       [o]

Capitalised terms used and not otherwise defined herein shall have the
meanings assigned to them in the start-up loan agreement dated [o] January,
2005 (as the same have been and may be amended, varied or supplemented from
time to time) between the parties hereto.

This Start-Up Loan Tranche Supplement is made on [o].

Master Issuer

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<S>                                                          <C>
Executed by
GRANITE MASTER ISSUER PLC
as follows:                                                     By_________________________________
Signed for and on its behalf by one of its duly                   Duly Authorised Attorney/Signatory
authorised attorneys/signatories
                                                             Name___________________________________


The Issuer Start-Up Loan Provider

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

                                                              Name______________________________________



The Issuer Security Trustee

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

                                                              Name________________________________________


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                                EXECUTION PAGE


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


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


Name:





as Issuer Start-Up Loan Provider
EXECUTED for and on behalf of                                          )
NORTHERN ROCK PLC                                                      )
by                                                                     )


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


Name:





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


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


Name:











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