Exhibit 1.1


                                                                EXECUTION COPY



                            UNDERWRITING AGREEMENT

                            dated January 22, 2007


                           GRANITE MASTER ISSUER PLC

                                      and

                               NORTHERN ROCK PLC

                                      and

                       GRANITE FINANCE FUNDING 2 LIMITED

                                      and

                       GRANITE FINANCE TRUSTEES LIMITED

                                      and

                       CITIGROUP GLOBAL MARKETS LIMITED

                                      and

                         DEUTSCHE BANK SECURITIES INC.

                                      and

                  MORGAN STANLEY & CO. INTERNATIONAL LIMITED

                                      and

                             BARCLAYS CAPITAL INC.

                                      and

                         J. P. MORGAN SECURITIES INC.

                                      and

                             LEHMAN BROTHERS INC.

                                      And

              MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

                                      and

                              UBS SECURITIES LLC



                     relating to GRANITE MASTER ISSUER PLC


      U.S. $1,350,000,000 Series 2007-1 Class 1A1 Notes due December 2030
      U.S. $1,450,000,000 Series 2007-1 Class 2A1 Notes due December 2054
      U.S. $1,500,000,000 Series 2007-1 Class 3A1 Notes due December 2054
      U.S. $1,000,000,000 Series 2007-1 Class 4A1 Notes due December 2054
       U.S. $84,000,000 Series 2007-1 Class 1B1 Notes due December 2054
       U.S. $80,000,000 Series 2007-1 Class 2B1 Notes due December 2054
       U.S. $84,000,000 Series 2007-1 Class 1M1 Notes due December 2054
       U.S. $80,000,000 Series 2007-1 Class 2M1 Notes due December 2054
       U.S. $94,600,000 Series 2007-1 Class 1C1 Notes due December 2054
       U.S. $30,000,000 Series 2007-1 Class 2C1 Notes due December 2054



                            SIDLEY AUSTIN (UK) LLP
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                               LONDON, EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937





                                          CONTENTS

Clause                                                                                         Page
   
1.    Agreement to Issue and Subscribe............................................................5
2.    Stabilization...............................................................................8
3.    Agreements by the Underwriters..............................................................9
4.    Listing....................................................................................15
5.    Representations and Warranties of the Master Issuer........................................16
6.    Representations and Warranties of Funding 2 and the Mortgages Trustee......................22
7.    Representations and Warranties of NRPLC....................................................27
8.    Covenants of the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC.................30
9.    Conditions Precedent.......................................................................40
10.   Expenses...................................................................................43
11.   Indemnification............................................................................45
12.   Termination................................................................................49
13.   Survival of Representations and Obligations................................................50
14.   Notices....................................................................................50
15.   Time.......................................................................................51
16.   Non Petition and Limited Recourse..........................................................52
17.   Governing Law and Jurisdiction.............................................................52
18.   Counterparts...............................................................................53
19.   Authority of the Lead Underwriters.........................................................53
20.   Successors.................................................................................53

Schedule 1 .....................................................................................S-1




                                           i


THIS UNDERWRITING AGREEMENT (this "Agreement") is made as of January 22, 2007

BETWEEN:

(1)   GRANITE MASTER ISSUER PLC, 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 (the "Master Issuer");

(2)   NORTHERN ROCK PLC, 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 ("NRPLC");

(3)   GRANITE FINANCE FUNDING 2 LIMITED, 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 ("Funding
      2");

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

(5)   CITIGROUP GLOBAL MARKETS LIMITED, a limited liability company
      incorporated under the laws of England and Wales, whose registered
      office is at Citigroup Centre, Canada Square, Canary Wharf, London E14
      5LB, DEUTSCHE BANK SECURITIES INC., a Delaware corporation, whose
      registered office is at 60 Wall Street, New York, New York 10005, and
      MORGAN STANLEY & CO. INTERNATIONAL LIMITED, a private limited company
      incorporated under the laws of England and Wales, whose registered
      office is at 25 Cabot Square, Canary Wharf, London E14 4QA (the "Lead
      Underwriters"); and

(6)   BARCLAYS CAPITAL INC., a corporation organized under the laws of the
      State of Connecticut, whose registered office is at 200 Park Avenue, New
      York, New York 10166, J.P. MORGAN SECURITIES INC., a corporation
      organized under the laws of the State of New York, whose registered
      office is at 270 Park Avenue, New York, New York 10019, LEHMAN BROTHERS
      INC., a corporation organized under the laws of the State of Delaware,
      whose registered office is at 2711 Centerville Road, Wilmington,
      Delaware 19808, MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, a
      corporation organized under the laws of the State of Delaware, whose
      registered office is at c/o The Corporation Trust Company, 1209 Orange
      Street, Wilmington, Delaware 19801, and UBS SECURITIES LLC, a limited
      liability company organized under the laws of the State of Delaware,
      whose registered office is at c/o Corporation Service Company, 2711
      Centerville Road, Suite 400, Wilmington, Delaware 19808 (together with
      the Lead Underwriters, the "Underwriters" and each an "Underwriter").

WHEREAS:

(A)   The Master Issuer proposes to issue and sell to the Underwriters the
      mortgage-backed notes of the series and class specified in Schedule 1
      hereto and described in Clause 1.3 hereof (the "US Notes" as set forth
      on the cover page of the Prospectus Supplement).



(B)   The US Notes will be issued in U.S. dollars and in minimum denominations
      of $100,000 and integral multiples of $1,000 in excess thereof. The US
      Notes will be issued on the date and at the time specified in the
      Prospectus Supplement, which date and time may be changed by agreement
      between the Master Issuer and the Lead Underwriters on behalf of the
      Underwriters (such date and time of delivery of and payment for such US
      Notes being hereinafter referred to as the "Closing Date"). The issue of
      the US Notes is referred to in this Agreement as the "Issue".

(C)   Simultaneously with the Issue, the Master Issuer intends to issue other
      classes and series of notes (the "Reg S Notes", and together with the US
      Notes, the "Notes") specified in the subscription agreement dated as of
      the date hereof (the "Subscription Agreement") among the Master Issuer,
      NRPLC, Funding 2, the Mortgages Trustee and the respective dealers named
      therein (the "Dealers"). Such Dealers have agreed to subscribe and pay
      for the Reg S Notes upon the terms and subject to the conditions
      contained in the Subscription Agreement and the programme agreement
      dated as of January 19, 2005 (the "Programme Date"), as amended by a
      Deed of Amendment dated August 26, 2005, among the Master Issuer, NRPLC,
      Funding 2, the Mortgages Trustee and the respective dealers named
      therein (the "Programme Agreement").

(D)   The Notes will be constituted by, issued subject to and have the benefit
      of a supplemental trust deed to the Issuer Trust Deed (the "Supplemental
      Issuer Trust Deed") to be entered into on or before the Closing Date
      between the Master Issuer and The Bank of New York, London Branch as
      trustee for the Noteholders (the "Note Trustee").

(E)   The Notes (together with the Master Issuer's obligations to its other
      creditors) will be secured by the benefit of security interests created
      under a deed of charge and assignment by way of security dated the
      Programme Date, which includes any deed of accession entered into in
      connection therewith or supplement thereto (the "Issuer Deed of Charge")
      by the Master Issuer, The Bank of New York (in its separate capacities
      as the Note Trustee and the Issuer Security Trustee), Citibank, N.A. (in
      its separate capacities as the Principal Paying Agent, the US Paying
      Agent, the Registrar, the Transfer Agent, an Issuer Account Bank and the
      Agent Bank), NRPLC (in its separate capacities as the Issuer Cash
      Manager, the Issuer GIC Provider, an Issuer Account Bank and the
      Start-up Loan Provider), and Law Debenture Corporate Services Limited in
      its capacity as the Corporate Services Provider. The deed of accession
      to the Issuer Deed of Charge to be entered into on the Closing Date is
      herein referred to as the "Issuer Deed of Accession".

(F)   Payments of principal of, and interest on, the US Notes will be made by
      the Master Issuer to the US Paying Agent and by the US Paying Agent to
      Noteholders on behalf of the Master Issuer under a paying agent and
      agent bank agreement entered into on or before the Programme Date (the
      "Issuer Paying Agent and Agent Bank Agreement") among the Master Issuer,
      the Note Trustee, the Issuer Security Trustee, the Agent Bank, the
      Principal Paying Agent, the US Paying Agent, the Transfer Agent and the
      Registrar.

(G)   Each class of the US Notes will be in fully registered permanent global
      form. The Registrar will maintain a register in respect of the US Notes
      in accordance with the Issuer Paying Agent and Agent Bank Agreement. The
      global note certificates representing the US Notes (the "Dollar Global
      Note Certificates") will be deposited on behalf of the beneficial owners
      of the US Notes with Citibank N.A. in New York, as custodian for, and
      registered in the name of Cede & Co. as nominee of, The Depository Trust
      Company ("DTC").



                                      2


(H)   The Master Issuer will use an amount in Sterling equal to the gross
      proceeds of the Issue as well as an amount in Sterling equal to the
      gross proceeds of the Reg S Notes issue to make advances (each a loan
      tranche) to Funding 2 pursuant to the terms of the global intercompany
      loan agreement entered into on or before the Programme Date among the
      Master Issuer, Funding 2, the Agent Bank and The Bank of New York,
      London Branch in its capacity as security trustee (the "Funding 2
      Security Trustee") (the "Global Intercompany Loan Agreement" and each
      loan tranche made thereunder, a "Loan Tranche"). Reference to the Global
      Intercompany Loan Agreement shall include reference to a loan tranche
      supplement in respect of the Global Intercompany Loan Agreement to be
      entered into on or about the Closing Date among Funding 2, the Master
      Issuer, the Funding 2 Security Trustee and the Agent Bank, as amended,
      restated, novated, verified or supplemented from time to time and shall
      include any additional and/or replacement intercompany loan terms and
      conditions entered into from time to time in accordance with the Legal
      Agreements.

(I)   Funding 2 will pay the proceeds of each Loan Tranche to the Mortgages
      Trustee (or to its order) in consideration for the increase of its
      beneficial share of a trust portfolio made up of, amongst other things,
      first residential mortgage loans (the "Mortgage Loans") and an interest
      in the related insurances and their related security (together, the
      "Related Security").

(J)   On March 26, 2001, NRPLC assigned the initial portfolio of Mortgage
      Loans and their Related Security to the Mortgages Trustee and may assign
      further Mortgage Loans on subsequent assignment dates pursuant to a
      mortgage sale agreement dated March 26, 2001 among NRPLC, the Mortgages
      Trustee, Funding 2 and the Funding 2 Security Trustee (the "Mortgage
      Sale Agreement"). Each of the Mortgages Trustee and Funding 2 has
      appointed NRPLC as administrator to service the Mortgage Loans and their
      Related Security pursuant to an Administration Agreement dated March 26,
      2001 (the "Administration Agreement").

(K)   The Mortgages Trustee holds the Mortgage Loans and their Related
      Security on a bare trust in undivided shares for the benefit of Funding,
      Funding 2 and NRPLC pursuant to the mortgages trust deed dated March 26,
      2001 entered into by NRPLC, Funding, Funding 2 and the Mortgages Trustee
      (the "Mortgages Trust Deed"). The Mortgages Trustee also entered into a
      guaranteed investment contract dated on or about May 26, 2004 in respect
      of its principal bank account (the "Mortgages Trustee Guaranteed
      Investment Contract"), among the Mortgages Trustee, the Security
      Trustee, the Cash Manager and NRPLC (in its capacity as the Mortgages
      Trustee GIC Provider).

(L)   Funding 2's obligations to the Master Issuer under the Global
      Intercompany Loan Agreement and to Funding 2's other creditors are
      secured by the benefit of security interests created by a deed of charge
      and assignment dated the Programme Date, which will include any deed of
      accession to be entered into in connection therewith or supplement
      thereto (the "Funding 2 Deed of Charge"), by and among Funding 2, the
      Master Issuer, the Mortgages Trustee, the Funding 2 Security Trustee,
      the Issuer Security Trustee, Law Debenture Corporate Services Limited
      and NRPLC (in its separate capacities as Cash Manager, Account Bank,
      Funding 2 Basis Rate Swap Provider and Funding 2 GIC Provider).

(M)   In connection with Funding 2's purchase of a beneficial interest in a
      mortgage portfolio and the issue of certain notes by the Master Issuer,
      Funding 2, in addition to the documents described above, entered into on
      the Programme Date (1) a cash management agreement with the Cash
      Manager, the Mortgages Trustee, the Seller, Funding and the Funding 2
      Security Trustee (the



                                      3


      "Cash Management Agreement"); (2) a bank account agreement with the
      Account Banks, the Funding 2 Security Trustee and the Cash Manager (the
      "Funding 2 Bank Account Agreement"); (3) a guaranteed investment
      contract with, inter alios, NRPLC as Funding 2 GIC Provider and Cash
      Manager and the Funding 2 Security Trustee (the "Funding 2 Guaranteed
      Investment Contract"); (4) a corporate services agreement (the
      "Corporate Services Agreement") with, inter alios, Law Debenture
      Corporate Services Limited as corporate services provider to Funding 2
      and the Master Issuer; and (5) an ISDA Master Agreement including the
      Schedule thereto and confirmations thereunder in the respect of the
      Funding 2 (mortgage rates) basis rate swap and Funding 2 (LIBOR rate)
      basis rate swap with Funding 2, the Basis Rate Swap Provider and the
      Note Trustee (the "Basis Rate Swap Agreements").

(N)   In connection with the Issue, the Master Issuer will also execute and
      deliver, on or before the Closing Date, (1) the Global Note Certificates
      relating to each class of the Notes; (2) a start-up loan tranche
      supplement with the Start-up Loan Provider and the Issuer Security
      Trustee (the "Start-Up Loan Tranche Supplement"); (3) an ISDA Master
      Agreement, including the Schedule thereto and confirmations thereunder
      in respect of Dollar/Sterling currency swaps with the relevant Issuer
      Swap Provider(s) and the Note Trustee (the "Dollar Currency Swap
      Agreements"); and (4) an ISDA Master Agreement, including the Schedule
      thereto and confirmations thereunder in respect of Euro/Sterling
      currency swaps with the relevant Issuer Swap Provider(s) and the Note
      Trustee (the "Euro Currency Swap Agreements" and together with the
      Dollar Currency Swap Agreements, the "Currency Swap Agreements").

(O)   In connection with the Issue, the Master Issuer has executed and
      delivered, on or before the Programme Date, (1) the Corporate Services
      Agreement; (2) a cash management agreement between the Master Issuer,
      the Issuer Cash Manager and the Issuer Security Trustee (the "Issuer
      Cash Management Agreement"); (3) a bank account agreement between the
      Master Issuer, the Issuer Security Trustee, the Issuer Cash Manager, the
      Issuer GIC Account Bank and the Issuer Transaction Account Bank (the
      "Issuer Bank Account Agreement"); (4) a post-enforcement call option
      agreement (the "Post-Enforcement Call Option Agreement") between the
      Master Issuer, the Note Trustee and GPCH Limited; and (5) a start-up
      loan agreement with the Start-up Loan Provider, the Master Issuer and
      the Issuer Security Trustee (the "Start-Up Loan Agreement").

(P)   As required, the Master Issuer, Funding 2, the Mortgages Trustee and/or
      NRPLC will enter into any other relevant documents to be signed and
      delivered on or before the Closing Date (such documents, together with
      the Mortgage Sale Agreement, the Mortgages Trust Deed, the
      Administration Agreement, the Mortgages Trustee Guaranteed Investment
      Contract, the Global Intercompany Loan Agreement, the Post-Enforcement
      Call Option Agreement, the Funding 2 Guaranteed Investment Contract, the
      Cash Management Agreement, the Funding 2 Bank Account Agreement, the
      Collection Bank Agreement, the Start-up Loan Agreement, the Start-up
      Loan Tranche Supplement, the Funding 2 Deed of Charge, the Basis Rate
      Swap Agreements, the Issuer Deed of Charge (as amended by the Issuer
      Deed of Accession), the Supplemental Issuer Trust Deed, the Issuer Cash
      Management Agreement, the Issuer Paying Agent and Agent Bank Agreement,
      the Issuer Bank Account Agreement, the Corporate Services Agreement, the
      Currency Swap Agreements, this Agreement, the Programme Agreement and
      the Subscription Agreement, each as they have been or may be amended,
      restated, varied or supplemented from time to time are collectively
      referred to herein as the "Legal Agreements").

(Q)   The Master Issuer (together with Funding 2 and the Mortgages Trustee)
      has prepared a registration statement on Form S-3, including a
      prospectus relating to the US Notes and



                                      4


      additional series of notes, for the registration under the Securities
      Act of 1933, as amended (the "Securities Act"), of the offering and sale
      thereof from time to time in accordance with Rule 415 under the
      Securities Act. At or prior to the time when sales to purchasers of the
      US Notes were first made by the Underwriters, which was approximately
      2:30 p.m. (London time) on January 19, 2007 (the "Time of Sale"), the
      Master Issuer (together with Funding 2 and the Mortgages Trustee) had
      prepared the following information (when read together, the "Time of
      Sale Information"): (i) the investor presentation in respect of the
      Notes prepared for purposes of investor meetings in the United States
      beginning on January 8, 2007 (the "Investor Presentation"), (ii) the
      Preliminary Prospectus Supplement dated January 4, 2007 to the base
      prospectus dated January 4, 2007 (including information referred to
      under the caption "Static Pool Data" in Annex D therein regardless of
      whether it is deemed a part of the Registration Statement or
      Prospectus), together with such base prospectus (the "Initial
      Preliminary Prospectus") and (iii) the Preliminary Prospectus Supplement
      dated January 17, 2007 to the base prospectus dated January 17, 2007
      (including information referred to under the caption "Static Pool Data"
      in Annex D therein regardless of whether it is deemed a part of the
      Registration Statement or Prospectus) together with such base prospectus
      (the "Revised Preliminary Prospectus"). If, subsequent to the Time of
      Sale and prior to the Closing Date, the Revised Preliminary Prospectus
      included an untrue statement of material fact or omitted to state a
      material fact necessary in order to make the statements therein, in the
      light of the circumstances under which they were made, not misleading,
      and as a result investors in the US Notes may terminate their old
      "Contracts of Sale" (within the meaning of Rule 159 under the Securities
      Act) for any US Notes and the Underwriters enter into new Contracts of
      Sale with investors in the US Notes, then "Time of Sale Information"
      will refer to the information conveyed to investors at the time of entry
      into the first such new Contract of Sale, in an amended preliminary
      prospectus approved by the Master Issuer (together with Funding 2 and
      the Mortgages Trustee) and the Lead Underwriters that corrects such
      material misstatements or omissions (a "Corrected Prospectus") and "Time
      of Sale" will refer to the time and date on which such new Contracts of
      Sale were entered into.

IT IS AGREED as follows:

1.    AGREEMENT TO ISSUE AND SUBSCRIBE

1.1   Definitions and Interpretation

      (a)   Capitalized terms used herein and not otherwise defined herein or
            pursuant hereto, unless the context otherwise requires, shall have
            the meanings given to them in the Programme Master Definitions
            Schedule signed for the purposes of identification only by Sidley
            Austin Brown & Wood and Allen & Overy LLP on the Programme Date
            and the Issuer Master Definitions Schedule signed for the purposes
            of identification only by Sidley Austin Brown & Wood and Allen &
            Overy LLP on the Programme Date (each as amended, varied or
            supplemented from time to time). In the event of a conflict
            between the Programme Master Definitions Schedule and the Issuer
            Master Definitions Schedule, the Issuer Master Definitions
            Schedule will control.

      (b)   In this Agreement:

            (i)    words denoting the singular number only shall include the
                   plural number also and vice versa;



                                      5


            (ii)   words denoting one gender only shall include the other
                   genders;

            (iii)  words denoting persons only shall include firms and
                   corporations and vice versa;

            (iv)   references to any statutory provision shall be deemed also
                   to refer to any statutory modification or re-enactment
                   thereof or any statutory instrument, order or regulation
                   made thereunder or under any such re-enactment;

            (v)    references to any agreement or other document (including any
                   of the Legal Agreements) shall be deemed also to refer to
                   such agreement or document as amended, varied, supplemented,
                   restated or novated from time to time;

            (vi)   clause, paragraph and schedule headings are for ease of
                   reference only;

            (vii)  reference to a statute shall be construed as a reference to
                   such statute as the same may have been, or may from time to
                   time be, amended or re-enacted to the extent such amendment
                   or re-enactment is substantially to the same effect as such
                   statute on the date hereof;

            (viii) reference to a time of day, unless otherwise specified,
                   shall be construed as a reference to London time; and

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

1.2   Offering

      Each of the Master Issuer, Funding 2 and the Mortgages Trustee
      understands that the Underwriters have offered and will offer the US
      Notes upon the terms set forth in the Time of Sale Information and the
      Prospectus, and in compliance with all applicable laws and regulations.

1.3   Purchase and Sale

      Subject to the terms and conditions and in reliance upon the
      representations and warranties set forth in this Agreement, the Master
      Issuer agrees to issue and sell the US Notes on the Closing Date to the
      Underwriters as hereinafter provided, and each Underwriter agrees to
      purchase, severally and not jointly, from the Master Issuer the
      respective principal amount of the US Notes set forth opposite such
      Underwriter's name in Schedule 1 hereto at a price equal to the
      aggregate of 100 per cent. of the aggregate principal amount of the
      Series 2007-1 Class 1A1 Notes, 100 per cent. of the aggregate principal
      amount of the Series 2007-1 Class 2A1 Notes, 100 per cent. of the
      aggregate principal amount of the Series 2007-1 Class 3A1 Notes, 100 per
      cent. of the aggregate principal amount of the Series 2007-1 Class 4A1
      Notes, 100 per cent. of the aggregate principal amount of the Series
      2007-1 Class 1B1 Notes, 100 per cent. of the aggregate principal amount
      of the Series 2007-1 Class 2B1 Notes, 100 per cent. of the aggregate
      principal amount of the Series 2007-1 Class 1M1 Notes, 100 per cent. of
      the aggregate principal amount of the Series 2007-1 Class 2M1 Notes, 100
      per cent. of the aggregate principal amount of the Series 2007-1 Class
      1C1 Notes and 100 per cent. of the aggregate principal amount of the
      Series 2007-1 Class 2C1 Notes (the "Issue Price"). The Series 2007-1
      Class 1A1 Notes, Series 2007-1 Class 2A1 Notes, Series 2007-1 Class 3A1
      Notes, Series 2007-1 Class 4A1 Notes, Series 2007-1 Class 1B1 Notes,
      Series



                                      6


      2007-1 Class 2B1 Notes, Series 2007-1 Class 1M1 Notes, Series 2007-1
      Class 2M1 Notes, Series 2007-1 Class 1C1 Notes and Series 2007-1 Class
      2C1 Notes are collectively referred to as the "US Notes".

      The Master Issuer acknowledges and agrees that each of the Underwriters
      in providing investment banking services to the Master Issuer in
      connection with the offering, including in acting pursuant to the terms
      of this Agreement, has acted and is acting as an arm's-length
      counterparty and not as a fiduciary and the Master Issuer does not
      intend any of the Underwriters to act in any capacity other than as an
      arm's-length counterparty, including as a fiduciary or in any other
      position of higher trust.

1.4   Commissions

      In consideration of the obligations undertaken herein by the
      Underwriters, the Master Issuer agrees to pay to the Underwriters a
      selling commission (the "Selling Commission") of 0.0233 per cent. of the
      aggregate principal amount of the Series 2007-1 Class 1A1 Notes, 0.0300
      per cent. of the aggregate principal amount of the Series 2007-1 Class
      2A1 Notes, 0.0367 per cent. of the aggregate principal amount of the
      Series 2007-1 Class 3A1 Notes, 0.0400 per cent. of the aggregate
      principal amount of the Series 2007-1 Class 4A1 Notes, 0.0533 per cent.
      of the aggregate principal amount of the Series 2007-1 Class 1B1 Notes,
      0.0533 per cent. of the aggregate principal amount of the Series 2007-1
      Class 2B1 Notes, 0.1000 per cent. of the aggregate principal amount of
      the Series 2007-1 Class 1M1 Notes, 0.1000 per cent. of the aggregate
      principal amount of the Series 2007-1 Class 2M1 Notes, 0.2267 per cent.
      of the aggregate principal amount of the Series 2007-1 Class 1C1 Notes
      and 0.2267 per cent. of the aggregate principal amount of the Series
      2007-1 Class 2C1 Notes and a combined management and underwriting
      commission (the "Management and Underwriting Commission") of 0.0117 per
      cent. of the aggregate principal amount of the Series 2007-1 Class 1A1
      Notes, 0.0150 per cent. of the aggregate principal amount of the Series
      2007-1 Class 2A1 Notes, 0.0183 per cent. of the aggregate principal
      amount of the Series 2007-1 Class 3A1 Notes, 0.0200 per cent. of the
      aggregate principal amount of the Series 2007-1 Class 4A1 Notes, 0.0267
      per cent. of the aggregate principal amount of the Series 2007-1 Class
      1B1 Notes, 0.0267 per cent. of the aggregate principal amount of the
      Series 2007-1 Class 2B1 Notes, 0.0500 per cent. of the aggregate
      principal amount of the Series 2007-1 Class 1M1 Notes, 0.0500 per cent.
      of the aggregate principal amount of the Series 2007-1 Class 2M1 Notes,
      0.1133 per cent. of the aggregate principal amount of the Series 2007-1
      Class 1C1 Notes and 0.1133 per cent. of the aggregate principal amount
      of the Series 2007-1 Class 2C1 Notes.

      The Master Issuer undertakes and covenants that on the Closing Date it
      will pay to the Lead Underwriters on behalf of the Underwriters the
      aggregate Selling Commission and aggregate Management and Underwriting
      Commission calculated in accordance with this Clause 1.4.

1.5   Delivery and Payment

      No later than 3:00 p.m. (London time) on the Closing Date, the Master
      Issuer will (a) cause the Global Note Certificate for each of the US
      Notes to be registered in the name of Cede & Co. as nominee for DTC for
      credit on the Closing Date to the account of the Lead Underwriters with
      DTC or to such other account with DTC as the Lead Underwriters may
      direct; and (b) deliver the Global Note Certificate for each of the US
      Notes duly executed on behalf of the Master Issuer



                                      7


      and authenticated in accordance with the Paying Agent and Agent Bank
      Agreement to Citibank N.A., as custodian for DTC.

      Against delivery of the US Notes (i) the Underwriters will pay to the
      Lead Underwriters the gross underwriting proceeds for the US Notes and
      (ii) the Lead Underwriters will pay to the Master Issuer or to a third
      party, as directed by the Master Issuer, the gross underwriting proceeds
      for the US Notes. Payment for the US Notes shall be made by the Lead
      Underwriters in Dollars in immediately available funds to the account of
      the Master Issuer, account number 10861537, or to such other accounts as
      the Master Issuer may direct, and shall be evidenced by a confirmation
      from the Lead Underwriters that they have so made that payment to the
      Master Issuer.

1.6   The Legal Agreements

      To the extent that each of the Master Issuer, Funding 2, the Mortgages
      Trustee and NRPLC is a signatory to the Legal Agreements, each will on
      or before the Closing Date, have entered into or enter into each of the
      Legal Agreements to which it is a party, substantially in the form of
      the draft reviewed by Allen & Overy LLP and Sidley Austin (UK) LLP (any
      draft of any document so reviewed being called an "agreed form"), with
      such amendments as the Lead Underwriters, on behalf of the Underwriters,
      may agree with the Master Issuer and, if it is a signatory, Funding 2,
      the Mortgages Trustee and/or NRPLC.

1.7   The Notes

      The Notes will be issued on the Closing Date in accordance with the
      terms of the Supplemental Issuer Trust Deed and will be in, or
      substantially in, the form set out therein.

1.8   Prospectus

      The Master Issuer confirms that it has prepared the Investor
      Presentation, the Initial Preliminary Prospectus, the Revised
      Preliminary Prospectus and the Prospectus for use in connection with the
      issue of the US Notes and hereby authorizes the Underwriters to
      distribute copies of the Prospectus in connection with the offering and
      sale of the US Notes, copies of the Investor Presentation, the Initial
      Preliminary Prospectus and the Revised Preliminary Prospectus having
      already been distributed with the consent of the Master Issuer.

1.9   Authority to Offer

      The Master Issuer confirms that it has authorized the Lead Underwriters
      to offer the US Notes on its behalf to the Underwriters for subscription
      at the Issue Price subject to signature of this Agreement. Subject to
      Clause 3.2(a), the Master Issuer acknowledges and agrees that the
      Underwriters may offer and sell US Notes to or through any affiliate of
      an Underwriter and that any such affiliate may offer and sell US Notes
      purchased by it to or through any Underwriter.

2.    STABILIZATION

2.1   Stabilization

      (a)   In connection with the issue of the US Notes, the Underwriter(s)
            (if any) named as the stabilizing underwriter(s) (the "Stabilizing
            Underwriter(s)") (or persons acting on



                                      8


            behalf of any Stabilizing Underwriter) in the Prospectus
            Supplement may over-allot US Notes (provided that the aggregate
            principal amount of US Notes allotted does not exceed 105 per
            cent. of the aggregate principal amount of the US Notes) or effect
            transactions with a view to supporting the market price of the US
            Notes at a level higher than that which might otherwise prevail.
            However, there is no assurance that the Stabilizing Underwriter(s)
            (or persons acting on behalf of any Stabilizing Underwriter) will
            undertake stabilization action. Any stabilization action may begin
            on or after the date on which adequate public disclosure of the
            terms of the offer of the US Notes is made and, if begun, may be
            ended at any time, but it must end no later than the earlier of 30
            days after the issue date of the US Notes and 60 days after the
            date of the allotment of the US Notes.

      (b)   The Master Issuer confirms that it has not issued and will not
            issue, without the prior consent of the Stabilizing Underwriter(s)
            (if any) (such consent not to be unreasonably withheld), any press
            or other public announcement referring to the proposed issue of US
            Notes unless the announcement adequately discloses that
            stabilizing action may take place in relation to the US Notes to
            be issued.

      (c)   The Master Issuer authorises the Stabilizing Underwriter(s) to
            make all appropriate announcements in relation to any
            stabilization or ancillary stabilization action taken in respect
            of the US Notes.

      (d)   In carrying on any stabilization activity, the Stabilizing
            Underwriter(s) shall act as principal and not as agent of the
            Master Issuer.

2.2   Stabilization Profits and Losses

      As between the Master Issuer and the Stabilizing Underwriter any loss
      resulting from stabilization transactions entered into by the
      Stabilizing Underwriter pursuant to Clause 2.1 shall be borne, and any
      profit arising therefrom shall be retained, by the Stabilizing
      Underwriter for its own account.

3.    AGREEMENTS BY THE UNDERWRITERS

3.1   Default of Underwriters

      (a)   If any Underwriter shall default on its obligation to purchase US
            Notes which it has agreed to purchase hereunder, the
            non-defaulting Underwriters may in their discretion arrange to
            purchase, or for another party or other parties reasonably
            satisfactory to NRPLC to purchase, such US Notes on the terms
            contained herein. If within thirty-six hours after such default by
            any Underwriter, the non-defaulting Underwriters do not arrange
            for the purchase of such US Notes, then NRPLC shall be entitled to
            a further period of thirty-six hours within which to procure
            another party or other parties satisfactory to the non-defaulting
            Underwriters to purchase such US Notes on such terms. In the event
            that, within the respective prescribed periods, the Lead
            Underwriters on behalf of the non-defaulting Underwriters notify
            NRPLC that the non-defaulting Underwriters have so arranged for
            the purchase of such US Notes, or NRPLC notifies the
            non-defaulting Underwriters that it has so arranged for the
            purchase of such US Notes, the non-defaulting Underwriters or
            NRPLC shall have the right to postpone the Closing



                                      9


            Date for a period of time agreed by the Lead Underwriters and
            NRPLC acting reasonably, in order to effect whatever changes may
            thereby be made necessary in any documents or arrangements
            relating to the offering and sale of the US Notes. Any substitute
            purchaser of US Notes pursuant to this paragraph shall be deemed
            to be an Underwriter, for purposes of this Agreement, in
            connection with the offering and sale of the US Notes.

      (b)   If, after giving effect to any arrangements for the purchase of US
            Notes of a defaulting Underwriter by the non-defaulting
            Underwriters, as provided in Clause 3.1(a) above, the aggregate
            principal amount of the US Notes which remains unpurchased does
            not exceed ten per cent. of the aggregate principal amount of the
            US Notes, NRPLC shall have the right to require each
            non-defaulting Underwriter to purchase the principal amount of the
            US Notes which such Underwriter agreed to purchase hereunder and,
            in addition to require each non-defaulting Underwriter to purchase
            its pro rata share (based on the principal amount of the US Notes
            which such Underwriter agreed to purchase hereunder) of the
            principal amount of the US Notes of such defaulting Underwriter
            for which such arrangements have not been made; but nothing herein
            shall relieve a defaulting Underwriter from liability for its
            default.

      (c)   If, after giving effect to any arrangements for the purchase of
            the principal amount of the US Notes of a defaulting Underwriter
            by the non-defaulting Underwriters as provided in Clause 3.1(a)
            above, the aggregate principal amount of the US Notes which
            remains unpurchased exceeds ten per cent. of the aggregate
            principal amount of the US Notes, or if NRPLC shall not exercise
            the right described in Clause 3.1(b) above to require
            non-defaulting Underwriters to purchase the US Notes of a
            defaulting Underwriter, then this Agreement shall thereupon
            terminate, without liability on the part of the non-defaulting
            Underwriters; but nothing herein shall relieve a defaulting
            Underwriter from liability for its default.

3.2   Selling

      Each Underwriter severally (and not jointly) agrees as follows:

      (a)   United States

            It is understood that several Underwriters propose to offer the US
            Notes for sale to the public in the United States as set forth in
            the Time of Sale Information and the Prospectus. Any Underwriters
            that are not U.S. registered broker dealers will offer and sell
            the US Notes in the United States only through U.S. registered
            broker dealers.

      (b)   United Kingdom

            Each Underwriter represents and agrees that:

            (i)   it has only communicated or caused to be communicated and
                  will only communicate or cause to be communicated any
                  invitation or inducement to engage in investment activity
                  (within the meaning of Section 21 of the FSMA) received by
                  it in connection with the issue or sale of any US Notes in



                                      10


                  circumstances in which Section 21(1) of the FSMA does not
                  apply to the Master Issuer; and

            (ii)  it has complied and will comply with all applicable
                  provisions of the FSMA with respect to anything done by it
                  in relation to the US Notes in, from or otherwise involving
                  the United Kingdom.

      (c)   Italy

            Each of the Underwriters represents and agrees that the offering
            of the US Notes has not been cleared by CONSOB (the "Italian
            Securities Exchange Commission") pursuant to Italian securities
            legislation and, accordingly, each of the Underwriters represents
            and agrees that no US Notes may be offered, sold or delivered, nor
            may copies of the Prospectus or of any other document relating to
            the US Notes be distributed in the Republic of Italy, except:

            (i)   to professional investors ("operatori qualificati"), as
                  defined in Article 31, second paragraph, of CONSOB
                  Regulation No. 11522 of 1 July, 1998, as amended; or

            (ii)  in circumstances which are exempted from the rules on
                  solicitation of investments pursuant to Article 100 of
                  Legislative Decree No. 58 of 24 February, 1998 (the
                  "Financial Services Act") and Article 33, first paragraph,
                  of CONSOB Regulation No. 11971 of 14 May, 1999, as amended.

            Each of the Underwriters represents and agrees that any offer,
            sale or delivery of the US Notes or distribution of copies of the
            Prospectus or any other document relating to the US Notes in the
            Republic of Italy under (i) or (ii) above must be:

            (a)   made by an investment firm, bank or financial intermediary
                  permitted to conduct such activities in the Republic of
                  Italy in accordance with the Financial Services Act and
                  Legislative Decree No. 385 of 1 September, 1993, as amended
                  from time to time (the "Banking Act");

            (b)   in compliance with Article 129 of the Banking Act and the
                  implementing guidelines of the Bank of Italy, as amended
                  from time to time, pursuant to which the issue or the offer
                  of securities in the Republic of Italy may need to be
                  preceded and followed by an appropriate notice to be filed
                  with the Bank of Italy depending, inter alia, on the
                  aggregate value of the securities issued or offered in the
                  Republic of Italy and their characteristics; and

            (c)   in accordance with any other applicable laws and
                  regulations.

      (d)   Ireland

            Each Underwriter represents and agrees that:

            (i)   it will not underwrite the issue of, or place, the US Notes,
                  otherwise than in conformity with the provisions of the
                  Irish Investment Intermediaries Act 1995



                                      11


                  (as amended), including, without limitation, Sections 9 and 23
                  thereof and any codes of conduct rules made under Section 37
                  thereof and the provisions of the Investor Compensation Act
                  1998;

            (ii)  it will not underwrite the issue of, or place, the US Notes,
                  otherwise than in conformity with the provisions of the
                  Irish Central Bank Acts 1942 - 1999 (as amended) and any
                  codes of conduct rules made under Section 117(1) thereof;

            (iii) it will not underwrite the issue of, or place, or do
                  anything in Ireland in respect of the US Notes otherwise
                  than in conformity with the provisions of the Irish
                  Prospectus (Directive 2003/71/EC) Regulations 2005 and any
                  rules issued under Section 51 of the Irish Investment Funds,
                  Companies and Miscellaneous Provisions Act 2005, by the
                  Irish Central Bank and Financial Services Regulatory
                  Authority ("IFSRA"); and

            (iv)  it will not underwrite the issue of, place or otherwise act
                  in Ireland in respect of the US Notes, otherwise than in
                  conformity with the provisions of the Irish Market Abuse
                  (Directive 2003/6/EC) Regulations 2005 and any rules issued
                  under Section 34 of the Irish Investment Funds, Companies
                  and Miscellaneous Provisions Act 2005 by IFSRA.

      (e)   France

            Each Underwriter represents and agrees that it has not offered or
            sold and will not offer or sell, directly or indirectly, US Notes
            to the public in France, and has not distributed or caused to be
            distributed and will not distribute or cause to be distributed to
            the public in France, the Prospectus or any other offering
            material relating to the US Notes, and that such offers, sales and
            distributions have been made and will be made in France only to
            (a) providers of investment services relating to portfolio
            management for the account of third parties and/or (b) qualified
            investors (investisseurs qualifies), all as defined in, and in
            accordance with, articles L.411-1, L.411-2 and D.411-1 of the
            French Code monetaire et financier.

      (f)   Germany

            Each Underwriter represents and agrees that:

            (i)   the US Notes have not been and will not be offered or sold
                  or publicly promoted or advertised by it in the Federal
                  Republic of Germany other than in compliance with the
                  provisions of the German Securities Prospectus Act
                  (Wertpapierprospektgesetz) June 22, 2005, or of any other
                  laws applicable in the Federal Republic of Germany governing
                  the offer and sale of securities; and

            (ii)  it shall not offer or sell US Notes in the Federal Republic
                  of German in a manner which could result in the Master
                  Issuer being subject to any license requirement under the
                  Germany Banking Act (Kreditwesengesetz).



                                      12


      (g)   Sweden

            Each Underwriter represents and agrees that it will not, directly
            or indirectly, offer for subscription or purchase or issue
            invitations to subscribe for or buy US Notes or distribute any
            draft or definite document in relation to any such offer,
            invitation or sale except in circumstances that will not result in
            a requirement to prepare a prospectus pursuant to the provisions
            of the Swedish Financial Instruments Trading Act (lag (1991:980)
            om handel med finansiella instrument).

      (h)   Norway

            Each Underwriter represents and agrees that it has not, directly
            or indirectly, offered or sold and will not, directly or
            indirectly, offer or sell in the Kingdom of Norway any US Notes
            other than to persons who are registered with the Oslo Stock
            Exchange as professional investors.

      (i)   Belgium

            Each Underwriter represents and agrees that it will not:

            (i)   offer for sale, sell or market in Belgium US Notes by means
                  of a public offer within the meaning of the law of June 16,
                  2006 on the public offer of investment instruments and the
                  admission to trading of investment instruments on a
                  regulated market; or

            (ii)  sell US Notes to any person qualifying as a consumer within
                  the meaning of Article 1.7 of the Belgian law of July 14,
                  1991 on consumer protection and trade practices unless such
                  sale is made in compliance with this law and its
                  implementing regulation.

      (j)   Spain

            Each Underwriter represents and agrees that it will not offer or
            sell US Notes in Spain by means of a public offer as defined and
            construed in Chapter I of Title III of Law 24/1988, of 28 July, on
            the Securities Act (as amended by Royal Decree Law 5/2005 of 11
            March and related legislation).

      (k)   Japan

            Each Underwriter acknowledges that the US Notes have not been and
            will not be registered under the Securities and Exchange Law of
            Japan and each Underwriter agrees that, except pursuant to an
            exemption from the registration requirements of, or otherwise in
            compliance with, the Securities and Exchange Law of Japan and any
            other applicable laws, regulations and ministerial guidelines of
            Japan, it will not, directly or indirectly, offer or sell any US
            Notes in Japan or to, or for the benefit of, any resident of Japan
            (which term as used in this paragraph means any person resident in
            Japan, including any corporation or other legal entity organized
            under the laws of Japan) or to any person or entity for
            re-offering or resale, directly or indirectly, in Japan or to, or
            for the benefit of, a resident of Japan.



                                      13


      (l)   Republic of Korea

            Each Underwriter represents and agrees that the US Notes have not
            been and will not be offered, delivered or sold directly or
            indirectly in Korea or to any resident of Korea or to others for
            re-offering or resale directly or indirectly in Korea or to any
            resident of Korea except as otherwise permitted under applicable
            Korean laws and regulations. Each Underwriter has undertaken to
            ensure that any securities dealer to which it sells US Notes
            confirms that it is purchasing such US Note as principal and
            agrees with such Underwriter that it will comply with the
            restrictions set out in this paragraph (l).

      (m)   Hong Kong

            Each Underwriter represents and agrees that:

            (i)   it has not offered or sold, and will not offer or sell, in
                  Hong Kong, by means of any document, any US Notes other than
                  (i) to persons whose ordinary business is to buy or sell
                  shares or debentures (whether as principal or agent), or
                  (ii) to "professional investors" within the meaning of the
                  Securities and Futures Ordinance (Cap.571, Laws of Hong
                  Kong) and any rules made thereunder, or (iii) in other
                  circumstances which do not result in the document being a
                  "prospectus" within the meaning of the Companies Ordinance
                  (Cap.32, Laws of Hong Kong) or which do not constitute an
                  offer to the public thereunder; and

            (ii)  it has not issued, or had in its possession for the purpose
                  of issue (in each case whether in Hong Kong or elsewhere),
                  any advertisement, invitation or document relating to the US
                  Notes which is directed at, or the contents of which are
                  likely to be accessed or read by, the public in Hong Kong
                  (except if permitted to do so under the laws of Hong Kong)
                  other than with respect to the US Notes which are or are
                  intended to be disposed of only to persons outside Hong Kong
                  or only to "professional investors" within the meaning of
                  the Securities and Futures Ordinance (Cap.571, Laws of Hong
                  Kong) and any rules made thereunder.

      (n)   Singapore

            The Prospectus has not been registered as a prospectus with the
            Monetary Authority of Singapore under the Securities and Futures
            Act, Chapter 289 of Singapore (the "Securities and Futures Act").
            Accordingly, each Underwriter represents and agrees that the US
            Notes may not be offered or sold or made the subject of an
            invitation for subscription or purchase nor may the Prospectus or
            any other document or material in connection with the offer or
            sale or invitation for subscription or purchase of any US Notes be
            circulated or distributed, whether directly or indirectly, to any
            person in Singapore other than (i) to an institutional investor
            pursuant to Section 274 of the Securities and Futures Act, (ii) to
            a relevant person, or any person pursuant to Section 275(1A) of
            the Securities and Futures Act, and in accordance with the
            conditions specified in Section 275 of the Securities and Futures
            Act, or (iii) pursuant to, and in accordance with the conditions
            of, any other applicable provision of the Securities and Futures
            Act.

      (o)   Taiwan



                                      14


            Each Underwriter represents and agrees that the US Notes have not
            been and will not be registered with the Financial Supervisory
            Commission of Taiwan, the Republic of China pursuant to relevant
            securities laws and regulations and may not be offered or sold in
            Taiwan, the Republic of China through a public offering or in
            circumstances which constitute an offer within the meaning of the
            Securities and Exchange Law of Taiwan, the Republic of China that
            requires a registration or approval of the Financial Supervisory
            Commission of Taiwan, the Republic of China. Each Underwriter
            agrees that no person or entity in Taiwan, the Republic of China
            has been authorized to offer or sell US Notes in Taiwan, the
            Republic of China.

      (p)   People's Republic of China

            Each Underwriter represents and agrees that neither it nor any of
            its affiliates has offered or sold or will offer or sell any of
            the US Notes in the People's Republic of China (excluding Hong
            Kong, Macau and Taiwan) as part of the initial distribution of the
            US Notes.

      (q)   Canada

            Each Underwriter represents and agrees that the US Notes will not
            be qualified for sale under the securities laws of any province or
            territory of Canada and it has not offered, sold or distributed
            and will not offer, sell or distribute any US Notes, directly or
            indirectly, in Canada or to or for the benefit of any resident of
            Canada, other than in compliance with applicable securities laws.
            It also represents and agrees that it has not and will not
            distribute or deliver the Prospectus or any other offering
            material in connection with any offering of US Notes in Canada,
            other than in compliance with applicable securities laws.

      (r)   Other

            For each jurisdiction outside the United States and the United
            Kingdom (a "Relevant Jurisdiction"), neither the Master Issuer nor
            any Underwriter represents that US Notes may at any time lawfully
            be sold in compliance with any application, registration or other
            requirement in any Relevant Jurisdiction by the Master Issuer or
            any Underwriter (other than as described above), or pursuant to
            any exemption available thereunder, or assume any responsibility
            for facilitating such sale.

            Each Underwriter represents and agrees that it has complied and
            will comply with all applicable securities laws and regulations in
            force in any Relevant Jurisdiction in which it purchases, offers,
            sells or delivers US Notes or has in its possession or distributes
            the Prospectus or any other offering material, in all cases at its
            own expense, and it will obtain any consent, approval or
            permission required by it for the purchase, offer, sale or
            delivery by it of US Notes under the laws and regulations in force
            in any Relevant Jurisdiction to which it is subject or in which it
            makes such purchases, offers, sales or deliveries and the Master
            Issuer shall have not responsibility for them, in all cases at its
            own expense. Each Underwriter represents and agrees that it has
            not and will not directly or indirectly offer, sell or deliver any
            US Notes or distribute or publish any prospectus, form of
            application, offering circular, advertisement or other offering
            material except under circumstances that will, to the best of its
            knowledge and belief, result in



                                      15


            compliance with any applicable laws and regulations, and all
            offers, sales and deliveries of US Notes by it will be made on the
            same terms.

            Each Underwriter agrees that it will, unless prohibited by
            applicable law, furnish to each person to whom it offers or sells
            US Notes a copy of the Prospectus, as then amended or supplemented
            or, unless delivery of the Prospectus is required by applicable
            law, inform each such person that a copy will be made available
            upon request. Each Underwriter is not authorized to give any
            information or to make any representation not contained in the
            Prospectus in connection with the offer and sale of US Notes to
            which the Prospectus relates.

4.    LISTING

4.1   Application for Listing

      The Master Issuer confirms that it has authorized the Lead Underwriters
      to make or cause to be made at the Master Issuer's expense applications
      on the Master Issuer's behalf for the Notes to be listed on the Official
      List and for the Notes to be admitted to trading on the London Stock
      Exchange plc's Gilt Edged and Fixed Interest Market or such other Market
      of the London Stock Exchange plc as shall be designated as a "regulated
      market" within the meaning of Directive 93/22/EC (the "Market").

4.2   Supply of Information

      The Master Issuer agrees to supply to the Lead Underwriters for delivery
      to the UK Listing Authority and the London Stock Exchange copies of the
      Prospectus and such other documents, information and undertakings as may
      be required for the purpose of obtaining such listing and admission to
      trading.

4.3   Maintenance of Listing

      The Master Issuer agrees to use its reasonable endeavors to maintain a
      listing of the US Notes on the Official List and the admission of the
      Notes to trading on the Market for as long as any of the US Notes are
      outstanding and to pay all fees and supply all further documents,
      information and undertakings and publish all advertisements or other
      material as may be necessary for such purpose. However, if such listing
      or admission to trading becomes impossible, the Master Issuer will
      obtain, and will thereafter use its best endeavors to maintain, a
      quotation for, or listing of, the US Notes on or by such other stock
      exchange, competent listing authority and/or quotation system as is
      commonly used for the quotation or listing of debt securities as it may
      decide with the approval of the Lead Underwriters (such approval not to
      be unreasonably withheld or delayed).

5.    REPRESENTATIONS AND WARRANTIES OF THE MASTER ISSUER

      The Master Issuer represents and warrants to, and agrees with, Funding
      2, the Mortgages Trustee, the Underwriters and each of them that:



                                      16


      (a)   The Registration Statement

            A registration statement on Form S-3 (File No.s 333-139778,
            333-139778-01 and 333-139778-02) relating to the US Notes has been
            filed by the Master Issuer (together with Funding 2 and the
            Mortgages Trustee) with the United States Securities and Exchange
            Commission ("Commission") and has become effective and is still
            effective as of the date hereof under the Securities Act. No stop
            order suspending the effectiveness of the Registration Statement
            has been issued under the Securities Act and no proceedings for
            that purpose have been instituted or are pending or, to the
            knowledge of the Master Issuer, are threatened by the Commission.

            The Master Issuer (together with Funding 2 and the Mortgages
            Trustee) has filed with the Commission the Initial Preliminary
            Prospectus and the Revised Preliminary Prospectus and, in each
            case, it has done so within the applicable period of time required
            under the Securities Act and the rules and regulations of the
            Commission under the Securities Act (the "Rules and Regulations").
            The Master Issuer (together with Funding 2 and the Mortgages
            Trustee) will file with the Commission pursuant to Rule 424(b) of
            the Rules and Regulations, promptly upon or after the execution
            and delivery of this Agreement, a prospectus supplement dated
            January 22, 2007 (together with information referred to under the
            caption "Static Pool Data" in Annex D therein regardless of
            whether it is deemed a part of the Registration Statement or
            Prospectus, the "Prospectus Supplement") to the prospectus dated
            January 19, 2007 (the "Base Prospectus"), relating to the US Notes
            and the method of distribution thereof. Such registration
            statement, including exhibits thereto, and such prospectus, as
            amended or supplemented to the date hereof, and as further
            supplemented by the Prospectus Supplement, are hereinafter
            referred to as the "Registration Statement" and the "Prospectus",
            respectively. Any reference herein to the terms "amend,"
            "amendment" or "supplement" with respect to the Registration
            Statement, the Base Prospectus or the Prospectus Supplement shall
            include, without limitation, any document filed under the
            Securities Exchange Act of 1934, as amended (the "Exchange Act"),
            the Base Prospectus and the Prospectus Supplement, as the case may
            be, deemed to be incorporated therein pursuant to the Securities
            Act.

            The conditions to the use of a registration statement on Form S-3
            under the Securities Act have been satisfied. The Registration
            Statement, at the time it became effective, any post-effective
            amendment thereto, at the time it became effective, the Initial
            Preliminary Prospectus, as of its date, the Revised Preliminary
            Prospectus, as of its date, and the Prospectus, as of the date of
            the Prospectus Supplement, complied and on the Closing Date will
            comply in all material respects with the applicable requirements
            of the Securities Act and the Rules and Regulations and the Trust
            Indenture Act of 1939, as amended (the "Trust Indenture Act"), and
            the rules and regulations of the Commission thereunder.

      (b)   No Material Misstatements or Omissions

            (I) The Registration Statement, as of the applicable effective
            date as to each part of the Registration Statement and any
            amendment thereto pursuant to Rule 430B(f)(2) under the Securities
            Act, did not include any untrue statement of a material fact and
            did not omit to state any material fact required to be stated
            therein or necessary to make the



                                      17


            statements therein not misleading; provided, however, that the
            Master Issuer makes no representations, warranties or agreements
            as to: (i) that part of the Registration Statement which
            constitutes the Statement of Eligibility and Qualification (Form
            T-1) of the Note Trustee under the Trust Indenture Act, and (ii)
            statements or omissions in the Registration Statement made in
            reliance upon and in conformity with information furnished in
            writing to the Master Issuer by or on behalf of any Underwriter
            through the Lead Underwriters specifically for inclusion therein,
            it being agreed that the only such information consists of the
            statements under the heading "Underwriting" in each of the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus and the
            Prospectus that specify (A) the list of Underwriters and their
            respective participation in the sale of the US Notes, (B) the
            sentences related to concessions and reallowances and (C) the
            paragraphs related to short sales, stabilization, short covering
            transactions and penalty bids (such information, the "Underwriter
            Information");

            (II) the Initial Preliminary Prospectus (except for the omission
            of any pricing related information and any information relating to
            an Issuer Swap Provider), as of its date and as of the Time of
            Sale, did not contain an untrue statement of a material fact and
            did not omit to state a material fact necessary in order to make
            the statements therein, in the light of the circumstances under
            which they were made, not misleading; provided, however, that the
            Master Issuer makes no representations, warranties or agreements
            as to statements or omissions in the Initial Preliminary
            Prospectus made in reliance upon and in conformity with the
            Underwriter Information;

            (III) the Revised Preliminary Prospectus (except for the omission
            of any pricing related information), as of its date and as of the
            Time of Sale, did not contain an untrue statement of a material
            fact and did not omit to state a material fact necessary in order
            to make the statements therein, in the light of the circumstances
            under which they were made, not misleading; provided, however,
            that the Master Issuer makes no representations, warranties or
            agreements as to statements or omissions in the Revised
            Preliminary Prospectus made in reliance upon and in conformity
            with the Underwriter Information;

            (IV) the information and statements contained in the Investor
            Presentation, as of January 8, 2007 and as of the Time of Sale,
            did not contain an untrue statement of a material fact and did not
            omit to state a material fact necessary in order to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading;

            (V) the Master Issuer was not, as of any date on or after which a
            bona fide offer (as used in Rule 164(h)(2) under the Securities
            Act) of the US Notes was made, an "ineligible issuer", as defined
            in Rule 405 under the Securities Act;

            (VI) the Prospectus, as of the date of the Prospectus Supplement
            and as of the Closing Date, did not and will not contain any
            untrue statement of a material fact or omit to state a material
            fact necessary in order to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading; provided, however, that the Master Issuer makes no
            representations, warranties or agreements as to statements or
            omissions in the Prospectus (or any amendment or supplement
            thereto) made in reliance upon and in conformity with the
            Underwriter Information; and



                                      18


            (VII) the documents incorporated by reference in the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus and the
            Prospectus, when they were filed with the Commission under the
            Exchange Act, conformed in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; and any further documents so filed and incorporated by
            reference in the Prospectus, when such documents are filed with
            the Commission, will conform in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; provided, however, that the Master Issuer makes no
            representations, warranties or agreements as to the documents
            incorporated by reference under the heading "The issuer swap
            provider" in the Revised Preliminary Prospectus and the
            Prospectus.

      (c)   Incorporation, Capacity and Authorization

            The Master Issuer is a public limited company duly incorporated
            and validly existing under the laws of England and Wales, with
            full power and capacity to conduct its business as described in
            the Prospectus, to create and issue the Notes, to execute this
            Agreement and the other Legal Agreements to which it is a party
            and to undertake and perform the obligations expressed to be
            assumed by it herein and therein; and has taken all necessary
            action to approve and authorize the same; and the Master Issuer is
            lawfully qualified to do business in England and Wales. The Master
            Issuer has not taken any corporate action nor (to the best of its
            knowledge and belief) have any other steps been taken or legal
            proceedings been started or threatened against it for its
            winding-up, dissolution or reorganization or for the appointment
            of a receiver, administrator, administrative receiver or similar
            officer of it or of any or all of its assets or revenues.

      (d)   Validity of Legal Agreements

            This Agreement has been duly authorized, executed and delivered by
            the Master Issuer and constitutes, and the other Legal Agreements
            to which the Master Issuer is a party have been duly authorized by
            the Master Issuer and on the Closing Date will constitute, legal,
            valid and binding obligations of the Master Issuer, enforceable
            against the Master Issuer in accordance with their respective
            terms, subject as to enforceability to applicable bankruptcy,
            insolvency, reorganization, conservatorship, receivership,
            liquidation or other similar laws affecting the enforcement of
            creditors rights generally and to general equitable principles.

      (e)   Validity of Notes

            The creation, sale and issue of the Notes have been duly
            authorized by the Master Issuer and, when executed and
            authenticated in accordance with the Supplemental Issuer Trust
            Deed and the Issuer Paying Agent and Agent Bank Agreement, the
            Notes will constitute legal, valid and binding obligations of the
            Master Issuer and, upon effectiveness of the Registration
            Statement, the Supplemental Issuer Trust Deed will have been duly
            qualified under the Trust Indenture Act.



                                      19


      (f)   Consents

            All consents, approvals, authorizations and other orders of all
            United States and United Kingdom regulatory authorities required
            for the creation, issue and offering of the Notes by the Master
            Issuer or in connection with the execution and performance by the
            Master Issuer of the transactions contemplated by the Legal
            Agreements or the compliance by the Master Issuer with the terms
            of the Notes and the Legal Agreements as the case may be, except
            for (i) such consents, approvals, authorizations, registrations or
            qualifications as may be required under applicable United States
            state securities, Blue Sky or similar laws in connection with the
            purchase and distribution of the Notes by the Underwriters and
            (ii) those which will on the Closing Date be, in full force and
            effect.

      (g)   Compliance

            The authorization of the Notes and the granting of security
            interests in relation thereto under the Issuer Deed of Charge (as
            amended by the Deed of Accession), the offering and issue of the
            Notes on the terms and conditions of this Agreement, the
            Supplemental Issuer Trust Deed and the Prospectus, the execution
            and delivery of the Legal Agreements to which it is a party and
            the implementation of the transactions contemplated by such Legal
            Agreements and compliance with the terms of the Legal Agreements
            to which it is a party do not, and will not, (i) conflict with, or
            result in a breach of, any of the terms or provisions of, or
            constitute a default under, the Memorandum and Articles of
            Association of the Master Issuer or any agreement or instrument to
            which the Master Issuer is a party or by which any of its assets
            or properties is bound; (ii) infringe any applicable law, rule,
            regulation, judgment, order or decree of any government,
            governmental body or court having jurisdiction over the Master
            Issuer or any of its assets or properties; or (iii) result in the
            creation or imposition of any mortgage, charge, pledge, lien or
            other security interest on any of its assets or properties, other
            than those created in, or imposed by, the Legal Agreements
            themselves.

      (h)   Accountants

            PricewaterhouseCoopers LLP are a registered public accounting firm
            and independent with respect to the Master Issuer within the
            meaning of the Securities Act.

      (i)   Taxation

            Save as described in the legal opinions referred to in Clause
            9.1(d) of this Agreement, no stamp or other similar duty is
            assessable or payable in the United Kingdom, and no withholding or
            deduction for or on account of any taxes, duties, assessments or
            governmental charges of whatever nature is imposed or made for or
            on account of any income, registration, transfer or turnover
            taxes, customs or other duties or taxes of any kind in connection
            with the authorization, execution or delivery of the Legal
            Agreements or with the authorization, issue, sale or delivery of
            the Notes and (except as disclosed in the Prospectus) the
            performance of the Master Issuer's, Funding 2's and/or, as the
            case may be, the Mortgages Trustee's obligations under the Legal
            Agreements and the Notes. This warranty does not apply to any
            United Kingdom corporation tax on net income, profits or gains
            received or receivable which may be levied, collected, withheld or



                                      20


            assessed in connection with the authorization, execution or
            delivery of the Legal Agreements or with the authorization, issue,
            sale or delivery of the Notes.

      (j)   Breach of other agreements

            The Master Issuer is not in breach of or in default under any
            agreement to which it is a party or which is binding on it or any
            of its assets or revenues.

      (k)   Events of Default

            No event has occurred or circumstance arisen which, had the Notes
            already been issued, would (whether or not with the giving of
            notice and/or the passage of time and/or the fulfillment of any
            other requirement) constitute an Event of Default as set out in
            the Conditions of the Notes.

      (l)   No Subsidiaries

            The Master Issuer has no subsidiaries or subsidiary undertakings
            within the meanings of Sections 258 and 736 of the Companies Act
            1985.

      (m)   Granite Finance Holdings Limited

            The Funding Issuers, the Master Issuer, Funding, Funding 2, the
            Mortgages Trustee and GPCH Limited are the only subsidiaries or
            subsidiary undertakings of Granite Finance Holdings Limited within
            the meanings of Sections 258 and 736 of the Companies Act 1985.

      (n)   No Activities

            The Master Issuer has not engaged in any activities since its
            incorporation other than (i) those incidental to any registration
            or re-registration as a public limited company under the Companies
            Acts 1985 and 1989 and various changes to its directors,
            secretary, registered office, Memorandum and Articles of
            Association; (ii) the authorization and execution of the Legal
            Agreements to which it is a party; (iii) the activities referred
            to or contemplated in the Legal Agreements to which it is a party
            and (iv) the authorization and issue by it of the Notes. The
            Master Issuer has not prepared any accounts and has neither paid
            any dividends nor made any distributions since the date of its
            incorporation.

      (o)   Prospectus Rules

            The Reg S Prospectus has been (i) approved by the UK Listing
            Authority as an approved prospectus for the purposes of Section
            85(2) of the FSMA and the Prospectus Rules; and (ii) published in
            accordance with the Prospectus Rules.

      (p)   Litigation

            There are no pending actions, suits or proceedings against or
            affecting the Master Issuer which could individually or in the
            aggregate have an adverse effect on the condition (financial or
            other), prospects, results of operations or general affairs of the
            Master Issuer



                                      21


            or could adversely affect the ability of the Master Issuer to
            perform its obligations under the Legal Agreements or the Notes or
            which are otherwise material in the context of the issue or
            offering of the Notes and, to the best of the Master Issuer's
            knowledge, no such actions, suits or proceedings are threatened or
            contemplated.

      (q)   No Prior Security

            Save as set out in any of the Legal Agreements, there exists no
            mortgage, lien, pledge or other charge on or over the assets of
            the Master Issuer and, other than the Legal Agreements, the Master
            Issuer has not entered into any indenture or trust deed.

      (r)   Security for the Notes

            The Notes and the obligations of the Master Issuer under the
            Supplemental Issuer Trust Deed will be secured in the manner
            provided in the Issuer Deed of Charge (as amended by the Issuer
            Deed of Accession) and with the benefit of the charges, covenants
            and other security interests provided for therein including,
            without limitation, (i) an assignment by way of first fixed
            security of the Master Issuer's rights and claims in respect of
            all security and other rights held on trust by the Funding 2
            Security Trustee pursuant to the Funding 2 Deed of Charge, (ii) an
            assignment by way of first fixed security of the Master Issuer's
            right, title, interest and benefit in the Global Intercompany Loan
            Agreement, the Currency Swap Agreements, the Funding 2 Deed of
            Charge, the Supplemental Issuer Trust Deed, the Notes, the Issuer
            Paying Agent and Agent Bank Agreement, the Issuer Cash Management
            Agreement, the Corporate Services Agreement, the Issuer Bank
            Account Agreement, the Post-Enforcement Call Option Agreement,
            this Agreement, the Programme Agreement, the Subscription
            Agreement and any other agreements to which the Master Issuer is a
            party; (iii) an assignment by way of first fixed charge over the
            Issuer Bank Accounts; (iv) a first fixed charge (which may take
            effect as a floating charge) over the Master Issuer's right,
            title, interest and benefit to any Authorized Investments made
            with moneys standing to the credit of any of the Issuer Bank
            Accounts; and (v) a first ranking floating charge over the whole
            of the assets and undertaking of the Master Issuer which are not
            otherwise effectively subject to any fixed charge or assignment by
            way of security.

      (s)   Investment Company Act

            The Master Issuer is not an "investment company" as defined in the
            U.S. Investment Company Act of 1940, as amended (the "Investment
            Company Act"), and the offer and sale of the US Notes in the
            United States will not subject the Master Issuer to registration
            under, or result in a violation of, the Investment Company Act.

      (t)   United States Income Tax

            The Master Issuer will not engage in any activities in the United
            States (directly or through agents), derive any income from United
            States sources as determined under the U.S. Internal Revenue Code
            of 1986, as amended (the "Code"), or 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 the Code.



                                      22


      (u)   Legal Agreements

            The representations and warranties given by the Master Issuer in
            the Legal Agreements are true and accurate, and the description of
            the Legal Agreements as set out in the Prospectus is true and
            correct in all material respects.

      Unless otherwise indicated, the representations and warranties set out
      in this Clause 5 shall be made on the date of the Prospectus and, if
      different, the date of this Agreement.

6.    REPRESENTATIONS AND WARRANTIES OF FUNDING 2 AND THE MORTGAGES TRUSTEE

      Each of Funding 2 and the Mortgages Trustee (except where otherwise
      provided below) severally represents and warrants (in respect of itself
      only) to, and agrees with, the Underwriters and each of them that:

      (a)   The Registration Statement

            The Registration Statement has been filed by Funding 2 and the
            Mortgages Trustee (together with the Master Issuer) with the
            Commission and has become effective and is still effective as of
            the date hereof under the Securities Act. No stop order suspending
            the effectiveness of the Registration Statement has been issued
            under the Securities Act and no proceedings for that purpose have
            been instituted or are pending or, to the knowledge of Funding 2
            and the Mortgages Trustee, are threatened by the Commission.

            Funding 2 and the Mortgages Trustee (together with the Master
            Issuer) have filed with the Commission the Initial Preliminary
            Prospectus and the Revised Preliminary Prospectus and, in each
            case, they have done so within the applicable period of time
            required under the Securities Act and the Rules and Regulations.
            Funding 2 and the Mortgages Trustee (together with the Master
            Issuer) will file with the Commission the Prospectus pursuant to
            Rule 424(b) of the Rules and Regulations, promptly upon or after
            the execution and delivery of this Agreement.

            The conditions to the use of a registration statement on Form S-3
            under the Securities Act have been satisfied. The Registration
            Statement, at the time it became effective, any post-effective
            amendment thereto, at the time it became effective, the Initial
            Preliminary Prospectus, as of its date, and the Revised
            Preliminary Prospectus, as of its date, and the Prospectus, as of
            the date of the Prospectus Supplement, complied and on the Closing
            Date will comply in all material respects with the applicable
            requirements of the Act and the Rules and Regulations and the
            Trust Indenture Act and the rules and regulations of the
            Commission thereunder.

      (b)   No Material Misstatements or Omissions

            (I) The Registration Statement, as of the applicable effective
            date as to each part of the Registration Statement and any
            amendment thereto pursuant to Rule 430B(f)(2) under the Act, did
            not include any untrue statement of a material fact and did not
            omit to state any material fact required to be stated therein or
            necessary to make the statements therein not misleading; provided,
            however, that neither Funding 2 nor the Mortgages Trustee



                                      23


            makes any representations, warranties or agreements as to: (i)
            that part of the Registration Statement which constitutes the
            Statement of Eligibility and Qualification (Form T-1) of the Note
            Trustee under the Trust Indenture Act, and (ii) statements or
            omissions in the Registration Statement made in reliance upon and
            in conformity with the Underwriter Information;

            (II) the Initial Preliminary Prospectus (except for the omission
            of any pricing related information and any information relating to
            an Issuer Swap Provider), as of its date and as of the Time of
            Sale, did not contain an untrue statement of a material fact and
            did not omit to state a material fact necessary in order to make
            the statements therein, in the light of the circumstances under
            which they were made, not misleading; provided, however, that
            neither Funding 2 nor the Mortgages Trustee makes any
            representations, warranties or agreements as to statements or
            omissions in the Initial Preliminary Prospectus made in reliance
            upon and in conformity with the Underwriter Information;

            (III) the Revised Preliminary Prospectus (except for the omission
            of any pricing related information), as of its date and as of the
            Time of Sale, did not contain an untrue statement of a material
            fact and did not omit to state a material fact necessary in order
            to make the statements therein, in the light of the circumstances
            under which they were made, not misleading; provided, however,
            that neither Funding 2 nor the Mortgages Trustee makes any
            representations, warranties or agreements as to statements or
            omissions in the Revised Preliminary Prospectus made in reliance
            upon and in conformity with the Underwriter Information;

            (IV) in the case of Funding 2 only, the information and statements
            contained in the Investor Presentation, as of January 8, 2007 and
            as of the Time of Sale, did not contain an untrue statement of a
            material fact and did not omit to state a material fact necessary
            in order to make the statements therein, in the light of the
            circumstances under which they were made, not misleading;

            (V) the Prospectus, as of the date of the Prospectus Supplement
            and as of the Closing Date, did not and will not contain any
            untrue statement of a material fact or omit to state a material
            fact necessary in order to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading; provided, however, that neither Funding 2 nor the
            Mortgages Trustee makes any representations, warranties or
            agreements as to statements or omissions in the Prospectus (or any
            amendment or supplement thereto) made in reliance upon and in
            conformity with the Underwriter Information; and

            (VI) the documents incorporated by reference in the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus and the
            Prospectus, when they were filed with the Commission under the
            Exchange Act, conformed in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; and any further documents so filed and incorporated by
            reference in the Prospectus, when such documents are filed with
            the Commission, will conform in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; provided, however, that neither Funding 2 nor the
            Mortgages Trustee makes any representation, warranty or agreement
            as to the documents incorporated by reference



                                      24


            under the heading "The issuer swap provider" in the Revised
            Preliminary Prospectus and the Prospectus.

      (c)   Incorporation, Capacity and Authorization

            (I) Funding 2 is a private limited company duly incorporated and
            validly existing under the laws of England and Wales, with full
            power and capacity to conduct its business as described in the
            Prospectus, to execute this Agreement and the other Legal
            Agreements to which it is a party and to undertake and perform the
            obligations expressed to be assumed by it herein and therein; and
            has taken all necessary action to approve and authorize the same;
            and Funding 2 is lawfully qualified to do business in England and
            Wales. Funding 2 has not taken any corporate action nor (to the
            best of its knowledge and belief) have any other steps been taken
            or legal proceedings been started or threatened against it for its
            winding-up, dissolution or reorganization or for the appointment
            of a receiver, administrator, administrative receiver or similar
            officer of it or of any or all of its assets or revenues; and

            (II) The Mortgages Trustee is duly incorporated and validly
            existing under the laws of Jersey, Channel Islands, with full
            power and authority to conduct its business as described in the
            Prospectus, is lawfully qualified to do business in Jersey and has
            full power and capacity to execute this Agreement and the other
            Legal Agreements to which it is a party, and to undertake and
            perform the obligations expressed to be assumed by it herein and
            therein; and it has taken all necessary action to approve and
            authorize the same. The Mortgages Trustee has not taken any
            corporate action nor (to the best of its knowledge and belief)
            have any other steps been taken or legal proceedings been started
            or threatened against it for its winding-up, dissolution or
            reorganization or for the appointment of a receiver,
            administrator, administrative receiver or similar officer of it or
            of any or all of its assets or revenues.

      (d)   Validity of Legal Agreements

            This Agreement has been duly authorized, executed and delivered by
            each of Funding 2 and the Mortgages Trustee and constitutes, and
            the other Legal Agreements to which Funding 2 and the Mortgages
            Trustee are a party have been duly authorized by each of Funding 2
            and the Mortgages Trustee and on the Closing Date will constitute,
            legal, valid and binding obligations of each of Funding 2 and the
            Mortgages Trustee, enforceable against each of Funding 2 and the
            Mortgages Trustee in accordance with their respective terms,
            subject as to enforceability to applicable bankruptcy, insolvency,
            reorganization, conservatorship, receivership, liquidation or
            other similar laws affecting the enforcement of creditors rights
            generally and to general equitable principles.

      (e)   Consents

            All consents, approvals, authorizations and other orders of all
            United States, Jersey, Channel Islands and United Kingdom
            regulatory authorities required in connection with the execution
            of and performance by Funding 2 and/or the Mortgages Trustee of
            the transactions contemplated by the Legal Agreements to which
            Funding 2 and/or the Mortgages Trustee, as the case may be, is a
            party or the compliance by each of them with



                                      25


            the terms of the Legal Agreements are, or will on the Closing Date
            be, in full force and effect.

      (f)   Compliance

            The authorization of the terms and conditions of this Agreement,
            the execution and delivery of the Legal Agreements to which
            Funding 2 and/or, as the case may be, the Mortgages Trustee is
            party and the implementation of the transactions contemplated by
            such Legal Agreements and compliance with the terms of the Legal
            Agreements do not, and will not, (i) conflict with, or result in a
            breach of, any of the terms or provisions of, or constitute a
            default under, the Memorandum and Articles of Association of
            Funding 2 or the Mortgages Trustee or any agreement or instrument
            to which Funding 2 or the Mortgages Trustee is a party or by which
            any of its assets or properties is bound; (ii) infringe any
            applicable law, rule, regulation, judgment, order or decree of any
            government, governmental body or court having jurisdiction over
            either Funding 2 or the Mortgages Trustee or any of its assets or
            properties; or (iii) result in the creation or imposition of any
            mortgage, charge, pledge, lien or other security interest on any
            of its or their assets or properties, other than those created in,
            or imposed by, the Legal Agreements themselves.

      (g)   Breach of other agreements

            Neither Funding 2 nor the Mortgages Trustee is in breach of or in
            default under any agreement to which it is a party or which is
            binding on it or any of its assets or revenues.

      (h)   Events of Default

            No event has occurred or circumstance arisen which, had the Global
            Intercompany Loan Agreement been entered into, would (whether or
            not with the giving of notice and/or the passage of time and/or
            the fulfillment of any other requirement) constitute a Funding 2
            Intercompany Loan Event of Default as set out in the Global
            Intercompany Loan Agreement.

      (i)   No Subsidiaries

            The Mortgages Trustee does not have any subsidiaries or subsidiary
            undertakings within the meanings of Sections 258 and 736 of the
            Companies Act 1985. Funding 2 does not have any subsidiaries or
            subsidiary undertakings within the meanings of Sections 258 and
            736 of the Companies Act 1985 save for the Master Issuer.

      (j)   No Activities

            (I) Funding 2 has not engaged in any activities since its
            incorporation other than (i) those incidental to any registration
            or re-registration as a private limited company under the
            Companies Acts 1985 and 1989 and various changes to its directors,
            secretary, registered office, Memorandum and Articles of
            Association; (ii) the authorization, execution and in certain
            cases, amendment, of the Legal Agreements to which each is a
            party; (iii) the activities referred to or contemplated in the
            Legal Agreements; and (iv) the filing of a notification by it
            under the Data Protection Act 1998 (the "DPA") and the



                                      26


            application for a standard license under the Consumer Credit Act
            1974. Funding 2 has not prepared any accounts and has neither paid
            any dividends nor made any distributions since the date of its
            incorporation; and

            (II) The Mortgages Trustee has not engaged in any activities since
            its incorporation other than (i) those incidental to any
            registration as a private limited company under the laws of Jersey
            and (if any) various changes to its directors, secretary,
            registered office, Memorandum and Articles of Association; (ii)
            the authorization, execution and in certain cases, amendment, of
            the Legal Agreements to which each is a party; (iii) the
            activities referred to or contemplated in the Legal Agreements or
            in the Prospectus; (iv) the activities undertaken in connection
            with the establishment of the Mortgages Trust pursuant to the
            Mortgages Trust Deed; (v) the filing of a notification by the
            Mortgages Trustee under the DPA and the application for a standard
            license under the Consumer Credit Act 1974; and (vi) any
            activities in connection with or incidental to the issue of notes
            by the Funding Issuers and the issue of the Notes by the Master
            Issuer. The Mortgages Trustee has not prepared any accounts and
            has neither paid any dividends nor made any distributions since
            the date of its incorporation.

      (k)   Beneficial Owner

            Following the completion of the assignment of the New Mortgage
            Portfolios to the Mortgages Trustee on December 18, 2006 and
            January 22, 2007, respectively, pursuant to and in accordance with
            the Mortgage Sale Agreement and pursuant to and in accordance with
            the terms of the Mortgages Trust Deed, the Mortgages Trustee has
            held the New Mortgage Portfolios, and has held and will continue
            to hold, the Mortgage Portfolio on a bare trust for the benefit of
            Funding, Funding 2 and NRPLC in undivided shares absolutely.

      (l)   Litigation

            There are no pending actions, suits or proceedings against or
            affecting Funding 2 or the Mortgages Trustee which could
            individually or in the aggregate have an adverse effect on the
            condition (financial or otherwise), prospects, results of
            operations or general affairs of the Mortgages Trustee or Funding
            2 (as the case may be) or could adversely affect the ability of
            the Mortgages Trustee or Funding 2 (as the case may be) to perform
            their respective obligations under the Legal Agreements, or which
            are otherwise material in the context of the transaction
            contemplated by the Prospectus and, to the best of the knowledge
            of Funding 2 and the Mortgages Trustee, no such actions, suits or
            proceedings are threatened or contemplated.

      (m)   No Prior Security

            Save as set out in any of the Legal Agreements there exists no
            mortgage, lien, pledge or other charge on or over the assets of
            Funding 2 or the Mortgages Trustee and, other than the Legal
            Agreements, neither Funding 2 nor the Mortgages Trustee has
            entered into any indenture or trust deed.



                                      27


      (n)   Security for the Loan Tranches under the Global Loan Facility

            Funding 2's obligations under, inter alia, the Global Intercompany
            Loan Agreement will be secured in the manner provided in the
            Funding 2 Deed of Charge and with the benefit of the charges,
            covenants and other security provided for therein including,
            without limitation, (i) a first fixed charge over and assignment
            by way of security of Funding 2's share of the Trust Property (as
            defined in the Mortgages Trust Deed); (ii) an assignment by way of
            first fixed security of all of Funding 2's right, title, interest
            and benefit in the Mortgage Sale Agreement, the Mortgages Trust
            Deed, the Administration Agreement, the Global Intercompany Loan
            Agreement, the Start-Up Loan Agreement, the Funding 2 Guaranteed
            Investment Contract, the Corporate Services Agreement, the Cash
            Management Agreement, the Funding 2 Bank Account Agreement and any
            other of the Legal Agreements (excluding all of Funding 2's right,
            title, interest and benefit in the Funding 2 Deed of Charge) to
            which Funding 2 is a party); (iii) a first fixed charge (which may
            take effect as a floating charge) of Funding 2's right, title,
            interest and benefit in the Funding 2 Bank Accounts; (iv) a first
            fixed charge (which may take effect as a floating charge) of
            Funding 2's right, title, interest and benefit in all Authorized
            Investments purchased with moneys standing to the credit of the
            Funding 2 Bank Accounts; and (v) a first floating charge over all
            the assets and the undertaking of Funding 2 which are not
            effectively subject to a fixed charge or assignment by way of
            security (including all the assets and undertakings of Funding 2
            which are situated in or governed by the laws of Scotland).

      (o)   Investment Company Act

            Neither Funding 2 nor the Mortgages Trustee is an "investment
            company" as defined in the Investment Company Act, and the offer
            and sale of the Notes in the United States will not subject
            Funding 2 or the Mortgages Trustee to registration under, or
            result in a violation of, the Investment Company Act.

      (p)   United States Income Tax

            Neither Funding 2 nor the Mortgages Trustee will engage in any
            activities in the United States (directly or through agents),
            derive any income from United States sources as determined under
            the Code, or 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 the Code.

      (q)   Accountants

            PricewaterhouseCoopers LLP are a registered public accounting firm
            and independent with respect to Funding 2 within the meaning of
            the Securities Act.

      (r)   Legal Agreements

            The representations and warranties given by Funding 2 and the
            Mortgages Trustee in the Legal Agreements are true and accurate,
            and the description of the Legal Agreements as set out in the
            Prospectus is true and correct in all material respect.



                                      28


      Unless otherwise indicated, the representations and warranties set out
      in this Clause 6 shall be made on the date of the Prospectus and, if
      different, the date of this Agreement.

7.    REPRESENTATIONS AND WARRANTIES OF NRPLC

      NRPLC represents and warrants to, and agrees with, the Underwriters and
      each of them and, in the case of the matters referred to in Clause 7(f)
      below, to and with the Mortgages Trustee that:

      (a)   Incorporation, Capacity and Authorization

            It is a public limited company duly incorporated and validly
            existing under the laws of England and Wales, with full power and
            authority to conduct its business as described in the Prospectus,
            to execute this Agreement and the Legal Agreements to which it is
            a party and to undertake and perform the obligations expressed to
            be assumed by it herein and therein and has taken all necessary
            action to approve and authorize the same and is lawfully qualified
            to do business in England and Wales; and NRPLC has not taken any
            corporate action nor (to the best of its knowledge and belief)
            have any other steps been taken or legal proceedings been started
            or threatened against it for its winding-up, dissolution or
            reorganization or for the appointment of a receiver,
            administrator, administrative receiver or similar officer of it or
            of any or all of its assets or revenues; and it is not in
            liquidation.

      (b)   Validity of Legal Agreements

            This Agreement has been duly authorized, executed and delivered by
            NRPLC and constitutes, and the other Legal Agreements to which
            NRPLC is a party will be duly authorized by NRPLC prior to the
            Closing Date and on the Closing Date will constitute, legal, valid
            and binding obligations of NRPLC, enforceable against NRPLC in
            accordance with their respective terms, subject as to
            enforceability to applicable bankruptcy, insolvency,
            reorganization, conservatorship, receivership, liquidation or
            other similar laws affecting the enforcement of creditors rights
            generally and to general equitable principles.

      (c)   Related Security

            NRPLC has not received notice of, and no solicitor employed in the
            NRPLC Solicitors' Department is actually aware of, any material
            litigation or claim, of any pending material litigation or claim,
            calling into question NRPLC's title to any Related Security or the
            value of any security therefor or its right to assign any such
            Related Security to the Mortgages Trustee.

      (d)   Consents

            All consents, approvals and authorizations of all United Kingdom
            regulatory authorities required on the part of NRPLC for or in
            connection with the execution and performance of the transactions
            contemplated by the Legal Agreements to which NRPLC is a party
            have been, or will be prior to the Closing Date be, obtained and
            are, or will prior to the Closing Date be, in full force and
            effect including, without limiting the generality of the



                                      29


            foregoing, NRPLC having received a standard license under the
            Consumer Credit Act 1974 and NRPLC being registered under the DPA.

      (e)   Compliance

            The authorization of the terms and conditions of this Agreement,
            the execution and delivery of the Legal Agreements to which NRPLC
            is a party, the implementation of the transactions contemplated by
            such Legal Agreements and compliance with the terms of such Legal
            Agreements do not and will not (i) conflict with, or result in a
            breach of, any of the terms or provisions of, or constitute a
            default under, the Memorandum and Articles of Association of
            NRPLC, or any agreement or instrument to which NRPLC is a party or
            by which it or any of its assets or properties is bound, where
            such breach or default might have a material adverse effect in the
            context of the issue of the Notes; or (ii) infringe any existing
            applicable law, rule, regulation, judgment, order or decree of any
            government, governmental body or court having jurisdiction over
            NRPLC or any of its assets or properties; or (iii) result in the
            creation or imposition of any mortgage, charge, pledge, lien or
            other security interest on any of its assets or properties, other
            than those created in, or imposed by, the Legal Agreements
            themselves.

      (f)   No Material Misstatements or Omissions

            (I) The conditions to the use of a registration statement on Form
            S-3 under the Securities Act have been satisfied. The Registration
            Statement, at the time it became effective, any post-effective
            amendment thereto, at the time it became effective, the Initial
            Preliminary Prospectus, as of its date, the Revised Preliminary
            Prospectus, as of its date, and the Prospectus, as of the date of
            the Prospectus Supplement, complied and on the Closing Date will
            comply in all material respects with the applicable requirements
            of the Securities Act and the Rules and Regulations and the Trust
            Indenture Act and the rules and regulations of the Commission
            thereunder. The Registration Statement, as of the applicable
            effective date as to each part of the Registration Statement and
            any amendment thereto pursuant to Rule 430B(f)(2) under the Act,
            did not include any untrue statement of a material fact and did
            not omit to state any material fact required to be stated therein
            or necessary to make the statements therein not misleading;
            provided, however, that NRPLC makes no representations, warranties
            or agreements as to: (i) that part of the Registration Statement
            which constitutes the Statement of Eligibility and Qualification
            (Form T-1) of the Note Trustee under the Trust Indenture Act, and
            (ii) statements or omissions in the Registration Statement made in
            reliance upon and in conformity with the Underwriter Information;

            (II) the Initial Preliminary Prospectus (except for the omission
            of any pricing related information and any information relating to
            an Issuer Swap Provider), as of its date and as of the Time of
            Sale, did not contain an untrue statement of a material fact and
            did not omit to state a material fact necessary in order to make
            the statements therein, in the light of the circumstances under
            which they were made, not misleading; provided, however, that
            NRPLC makes no representations, warranties or agreements as to
            statements or omissions in the Initial Preliminary Prospectus made
            in reliance upon and in conformity with the Underwriter
            Information;



                                      30


            (III) the Revised Preliminary Prospectus (except for the omission
            of any pricing related information), as of its date and as of the
            Time of Sale, did not contain an untrue statement of a material
            fact and did not omit to state a material fact necessary in order
            to make the statements therein, in the light of the circumstances
            under which they were made, not misleading; provided, however,
            that NRPLC makes no representations, warranties or agreements as
            to statements or omissions in the Revised Preliminary Prospectus
            made in reliance upon and in conformity with the Underwriter
            Information;

            (IV) the information and statements contained in the Investor
            Presentation, as of January 8, 2007 and as of the Time of Sale,
            did not contain an untrue statement of a material fact and did not
            omit to state a material fact necessary in order to make the
            statements therein, in the light of the circumstances under which
            they were made, not misleading;

            (V) the Prospectus, as of the date of the Prospectus Supplement
            and as of the Closing Date, did not and will not contain any
            untrue statement of a material fact or omit to state a material
            fact necessary in order to make the statements therein, in the
            light of the circumstances under which they were made, not
            misleading; provided, however, that NRPLC makes no
            representations, warranties or agreements as to statements or
            omissions in the Prospectus (or any amendment or supplement
            thereto) made in reliance upon and in conformity with the
            Underwriter Information; and

            (VI) the documents incorporated by reference in the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus and the
            Prospectus, when they were filed with the Commission under the
            Exchange Act, conformed in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; and any further documents so filed and incorporated by
            reference in the Prospectus, when such documents are filed with
            the Commission, will conform in all material respects to the
            requirements of the Securities Act or the Exchange Act, as
            applicable, and the rules and regulations of the Commission
            thereunder; provided, however, that NRPLC makes no representation,
            warranty or agreement as to the documents incorporated by
            reference under the heading "The issuer swap provider" in the
            Revised Preliminary Prospectus and the Prospectus.

      (g)   Beneficial Owner

            Following the completion of the assignment of the New Mortgage
            Portfolios to the Mortgages Trustee on December 18, 2006 and
            January 22, 2007, respectively, pursuant to and in accordance with
            the Mortgage Sale Agreement and pursuant to and in accordance with
            the terms of the Mortgages Trust Deed, the Mortgages Trustee has
            held the New Mortgage Portfolios and has held and will continue to
            hold the Mortgage Portfolio on a bare trust for the benefit of
            Funding, Funding 2 and NRPLC in undivided shares absolutely.

      (h)   Litigation

            It is not a party to, and no solicitor in NRPLC's Solicitors'
            Department is actually aware of, any actions, suits or proceedings
            in relation to claims or amounts which could, if



                                      31


            determined adversely to NRPLC, materially adversely affect NRPLC's
            ability to perform its obligations under the Legal Agreements.

      (i)   Mortgage Sale Agreement and Mortgages Trust Deed

            The representations and warranties given by NRPLC in the Mortgage
            Sale Agreement are true and accurate in all material respects as
            when stated to be made and the representations and warranties
            given by NRPLC in the Mortgages Trust Deed are true and accurate
            in all material respects as when stated to be made.

      Unless otherwise indicated, the representations and warranties set out
      in this Clause 7 shall be made on the date of the Prospectus and, if
      different, the date of this Agreement.

8.    COVENANTS OF THE MASTER ISSUER, FUNDING 2, THE MORTGAGES TRUSTEE AND
      NRPLC

8.1   Each of the Master Issuer and, where expressly provided, Funding 2, the
      Mortgages Trustee and NRPLC severally (and not jointly) covenants to,
      and agrees each for itself with, the Underwriters and each of them that:

      (a)   The Registration Statement

            The Master Issuer, Funding 2 and the Mortgages Trustee will (i)
            file with the Commission the final Prospectus (in a form approved
            by the Lead Underwriters) pursuant to Rule 424(b) under the
            Securities Act not later than the relevant time period prescribed
            therein, (ii) make no further amendment to the Registration
            Statement or supplement to the Prospectus prior to the Closing
            Date except as permitted herein, (iii) advise the Lead
            Underwriters, promptly after they receive notice thereof, of the
            time, during the period a Prospectus is required to be delivered
            in connection with the offer and sale of the US Notes, when any
            amendment to the Registration Statement has been filed or becomes
            effective or any supplement to the Prospectus or any amended
            Prospectus has been filed with the Commission, (iv) furnish the
            Lead Underwriters with copies thereof for their review prior to
            filing and not to file any such proposed amendment or supplement
            to which the Lead Underwriters reasonably object and (v) provide
            evidence satisfactory to the Lead Underwriters of such timely
            filing(s).

      (b)   Signed Prospectus

            The Master Issuer will deliver to the Underwriters, without
            charge, on the date of this Agreement and during the Prospectus
            Delivery Period, such number of copies of the Prospectus
            (including all amendments and supplements thereto) as the
            Underwriters may reasonably request, and the Master Issuer will
            furnish to the Lead Underwriters on the date of this Agreement
            four copies of the Prospectus signed by a duly authorized director
            of the Master Issuer. The Master Issuer will also promptly furnish
            each Underwriter (to the extent not already furnished) and its
            counsel one signed copy of the Registration Statement as
            originally filed and each amendment or supplement thereto,
            including all consents and exhibits filed therewith and all
            documents incorporated by reference therein. As used herein, the
            term "Prospectus Delivery Period" means such period of time after
            the first date of the public offering of the US Notes as in the
            opinion of counsel for the



                                      32


            Underwriters a prospectus relating to the US Notes is required by
            law to be delivered in connection with sales of the US Notes by
            any Underwriter or dealer.

      (c)   Notify Material Omission

            If, during such period of time after the first date of the public
            offering of the US Notes that a prospectus is required by law to
            be delivered in connection with offers and sales by the
            Underwriters or any dealer, (i) any event shall have occurred as a
            result of which the Prospectus, as then amended or supplemented,
            would include any untrue statement of a material fact or omit to
            state a material fact necessary in order to make the statements
            therein, in the light of the circumstances under which they were
            made when such Prospectus is delivered, not misleading, or (ii) if
            for any other reason it shall be necessary to amend or supplement
            the Registration Statement or the Prospectus or to file under the
            Exchange Act any document incorporated by reference in the
            Registration Statement or the Prospectus in order to comply with
            the Securities Act or the Exchange Act, then the Master Issuer
            will promptly (A) notify the Underwriters, (B) prepare and file
            with the Commission any amendment or supplement to the
            Registration Statement or the Prospectus which corrects such
            statement or omission or effects such compliance, and (C) furnish
            without charge to the Underwriters as many copies as the Lead
            Underwriters may reasonably request of an amended Prospectus or a
            supplement to the Prospectus which will correct such statement or
            omission or effect such compliance. The provisions of Clauses
            5(a), 5(b), 5(c), 5(o), 6(a), 6(b), 6(c), 7(a) and 7(f) shall be
            deemed to be repeated by, as applicable, the Master Issuer,
            Funding 2, the Mortgages Trustee and NRPLC (as applicable) as of
            the date of each such amended or supplemented Prospectus on the
            basis that each reference to "Prospectus" in such provisions of
            Clauses 5, 6 and 7 shall be deemed to be a reference to the
            Prospectus as amended or supplemented as of such date.

      (d)   Notify Change

            Without prejudice to its obligations under Clause 8.1(c), the
            Master Issuer will notify the Underwriters promptly of any change
            affecting any of its representations, warranties, covenants,
            agreements or indemnities in this Agreement at any time prior to
            payment of the gross underwriting proceeds for the Notes being
            made to the Master Issuer on the Closing Date and will take such
            steps as may be reasonably requested by the Lead Underwriters to
            remedy and/or publicize the same.

      (e)   Official Announcements

            Between the date of this Agreement and the Closing Date (both
            dates inclusive) none of NRPLC, the Master Issuer, Funding 2 or
            the Mortgages Trustee will, without the prior approval of the Lead
            Underwriters on behalf of the Underwriters (such approval not to
            be unreasonably withheld or delayed), make any official
            announcement which would have an adverse effect on the
            marketability of the US Notes.

      (f)   Stamp Duty

            (i)   The Master Issuer will pay any stamp duty, issue,
                  registration, documentary or other taxes of a similar nature
                  and duties that it is required to pay under any



                                      33


                  obligation in the Legal Agreements to which it is a party
                  payable in the United Kingdom, Belgium, Luxembourg or the
                  United States, including interest and penalties, in
                  connection with the creation, issue, distribution and
                  offering of the Notes, or in connection with the execution,
                  delivery or enforcement of any of the Legal Agreements to
                  which it is a party together with any value added, turnover
                  or similar tax payable in respect of that amount (and
                  references in this Agreement to such amount shall be deemed
                  to include any such taxes so payable in addition to it);

            (ii)  Funding 2 will pay any stamp duty, issue, registration,
                  documentary or other taxes of a similar nature and duties
                  that it is required to pay under any obligation in the Legal
                  Agreements to which it is a party payable in the United
                  Kingdom or the United States, including interest and
                  penalties, or in connection with the execution, delivery or
                  enforcement of any of the Legal Agreements to which it is a
                  party (other than in respect of the execution, delivery or
                  enforcement of the Mortgages Trust Deed and any Legal
                  Agreement to which the Master Issuer is a party) together
                  with any value added, turnover or similar tax payable in
                  respect of that amount (and references in this Agreement to
                  such amount shall be deemed to include any such taxes so
                  payable in addition to it); and

            (iii) The Mortgages Trustee will pay any stamp duty, issue,
                  registration, documentary or other taxes of a similar nature
                  and duties that it is required to pay under any obligation
                  in the Legal Agreements to which it is a party payable in
                  the United Kingdom, Jersey, Channel Islands or the United
                  States, including interest and penalties, or in connection
                  with the execution, delivery or enforcement of the Mortgages
                  Trust Deed (including any amendment thereto) and the
                  Mortgage Sale Agreement (including any amendment thereto)
                  (together with any value added, turnover or similar tax
                  payable in respect of that amount (and references in this
                  Agreement to such amount shall be deemed to include any such
                  taxes so payable in addition to it)) but will be promptly
                  reimbursed an amount equal to any such payments by the
                  Beneficiaries in accordance with the terms of the Mortgages
                  Trust Deed.

      (g)   United States Income Tax

            The Master Issuer will not engage in any activities in the United
            States (directly or through agents), will not derive any income
            from United States sources as determined under the Code 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 the Code.

      (h)   Payment of Fees, Charges, Costs and Duties

            (i)   Without prejudice to the generality of Clause 10.1, the
                  Master Issuer will pay all and any fees, charges, costs and
                  duties and any stamp and other similar taxes or duties that
                  it is required to pay under the Legal Agreements to which it
                  is a party, including interest and penalties, arising from
                  or in connection with the creation of the security for the
                  Notes and the obligations of the Master Issuer under the
                  Supplemental Issuer Trust Deed and for the other amounts to
                  be secured as



                                      34


                  contemplated by the Issuer Deed of Charge (as amended by the
                  Issuer Deed of Accession), and the perfection of such
                  security at any time;

            (ii)  Without prejudice to the generality of Clause 10.1, Funding
                  2 will pay all and any fees, charges, costs and duties and
                  any stamp and other similar taxes or duties that it is
                  required to pay under the Legal Agreements to which it is a
                  party, including interest and penalties, arising from or in
                  connection with the creation of the security for the Loan
                  Tranches under the Global Loan Facility and for the other
                  amounts to be secured as contemplated by the Funding 2 Deed
                  of Charge and the perfection of such security at any time;
                  and

            (iii) Without prejudice to the generality of Clause 10.1, the
                  Mortgages Trustee will pay all and any fees, charges, costs
                  and duties and any stamp and other similar taxes or duties
                  that it is required to pay under the Legal Agreements to
                  which it is a party, including interest and penalties,
                  arising from or in connection with the purchase of the
                  Related Security (and related property and rights) excluding
                  H.M. Land Registry fees and/or Registers of Scotland fees
                  (as applicable) (it being agreed that registration or
                  recording at H.M. Land Registry and/or the Registers of
                  Scotland (as applicable) of the transfer of the Related
                  Security to the Mortgages Trustee will not be applied for
                  except in the circumstances specified in the Administration
                  Agreement); but on the basis that the Mortgages Trustee will
                  be reimbursed such fees, charges, costs and duties and any
                  stamp and other similar taxes or duties (including interest
                  and penalties) by the Beneficiaries pursuant to the terms of
                  the Mortgages Trust Deed.

      (i)   Perform All Required Actions

            On or prior to the Closing Date each of NRPLC, the Master Issuer,
            Funding 2 and the Mortgages Trustee will do all things reasonably
            within each of their respective powers and required of each of
            them on such date under the terms of the Legal Agreements to which
            each is a party.

      (j)   Review of Related Security

            NRPLC will deliver to the Lead Underwriters on or about the date
            of this Agreement a letter (referred to as the auditors' pool
            audit report) addressed to the Underwriters or their affiliates
            (relating to the review by PricewaterhouseCoopers LLP of the
            Mortgage Loans and their Related Security) dated on or about the
            date of this Agreement in the agreed form addressed to NRPLC and
            the Underwriters from PricewaterhouseCoopers LLP.

      (k)   Conditions Precedent

            The Master Issuer will use all reasonable endeavors to procure
            satisfaction on or before the Closing Date of the conditions
            referred to in Clause 9 of this Agreement.

      (l)   Issuer Cash Management Agreement

            The Master Issuer will use all reasonable endeavors to procure
            that NRPLC complies with its obligations under the Issuer Cash
            Management Agreement.



                                      `


      (m)   Administration Agreement

            Funding 2 and the Mortgages Trustee will use all reasonable
            endeavors to procure that NRPLC complies with its obligations
            under the Administration Agreement.

      (n)   Charges and Security Interests

            (i)   The Master Issuer will procure that each of the charges and
                  other security interests created by or contained in the
                  Issuer Deed of Accession is registered within all applicable
                  time limits in all appropriate registers; and

            (ii)  Funding 2 will procure that each of the charges and other
                  security interests created by or contained in the Funding 2
                  Deed of Charge is registered within all applicable time
                  limits in all appropriate registers.

      (o)   Ratings

            None of NRPLC, the Master Issuer, Funding 2 or the Mortgages
            Trustee will take, or cause to be taken, any action and none of
            them will permit any action to be taken which it knows or has
            reason to believe would result in the US Notes not being assigned
            an AAA rating for the Series 2007-1 Class 1A1 Notes, the Series
            2007-1 Class 2A1 Notes, the Series 2007-1 Class 3A1 Notes and the
            Series 2007-1 Class 4A1 Notes, an AA rating for the Series 2007-1
            Class 1B1 Notes and the Series 2007-1 Class 2B1 Notes, an A rating
            for the Series 2007-1 Class 1M1 Notes and the Series 2007-1 Class
            2M1 Notes and a BBB rating for the Series 2007-1 Class 1C1 Notes
            and the Series 2007-1 Class 2C1 Notes by Fitch Ratings Ltd.
            ("Fitch Ratings"); an Aaa rating for the Series 2007-1 Class 1A1
            Notes, the Series 2007-1 Class 2A1 Notes, the Series 2007-1 Class
            3A1 Notes and the Series 2007-1 Class 4A1 Notes, an Aa3 rating for
            the Series 2007-1 Class 1B1 Notes and the Series 2007-1 Class 2B1
            Notes, an A2 rating for the Series 2007-1 Class 1M1 Notes and the
            Series 2007-1 Class 2M1 Notes and a Baa2 rating for the Series
            2007-1 Class 1C1 Notes and the Series 2007-1 Class 2C1 Notes by
            Moody's Investors Service Limited ("Moody's"); and an AAA rating
            for the Series 2007-1 Class 1A1 Notes, the Series 2007-1 Class 2A1
            Notes, the Series 2007-1 Class 3A1 Notes and the Series 2007-1
            Class 4A1 Notes, an AA rating for the Series 2007-1 Class 1B1
            Notes and the Series 2007-1 Class 2B1 Notes, an A rating for the
            Series 2007-1 Class 1M1 Notes and the Series 2007-1 Class 2M1
            Notes and a BBB rating for the Series 2007-1 Class 1C1 Notes and
            the Series 2007-1 Class 2C1 Notes by Standard & Poor's Ratings
            Services, a division of The McGraw-Hill Companies, Inc. ("Standard
            & Poor's").

      (p)   Legal Agreements

            Prior to closing on the Closing Date none of NRPLC, the Master
            Issuer, Funding 2 or the Mortgages Trustee will amend the terms of
            the executed Legal Agreements, nor execute any of the other Legal
            Agreements other than in the agreed form, without the consent of
            the Lead Underwriters (such consent not to be unreasonably
            withheld or delayed).



                                      36


      (q)   Commission Filings

            The Master Issuer, Funding 2 and the Mortgages Trustee will file,
            in a timely manner, with the Commission during any period during
            which a prospectus relating to the Notes is required to be
            delivered under the Securities Act until three months after the
            Closing Date (the "Marketing Period"), all documents (and any
            amendments to previously filed documents) required to be filed by
            them pursuant to Sections 13(a), 13(c) or 15(d) of the Exchange
            Act; provided that none of the Master Issuer, Funding 2 or the
            Mortgages Trustee will file any such document or amendment unless
            the Master Issuer, Funding 2 and the Mortgages Trustee have
            furnished the Lead Underwriters with copies for their review prior
            to filing and none of them will file any such proposed document or
            amendment until the Underwriters have been consulted and given a
            reasonable opportunity to comment on such document or amendment.

      (r)   Copies of Filings and Commission

            If during the Marketing Period there is (i) any amendment to the
            Registration Statement, (ii) any amendment or supplement to the
            Prospectus, or (iii) any material document filed by the Master
            Issuer, Funding 2 or the Mortgages Trustee with the Commission
            pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
            including but not limited to (A) any interim or any report
            submitted to the Commission on Form 6-K ("Form 6-K") or Form 20-F
            ("Form 20-F") under the Exchange Act and the rules and regulations
            thereunder or (B) any amendment of or supplement to any such
            document, the Master Issuer, Funding 2 and the Mortgages Trustee,
            as the case may be, will furnish a copy thereof to each
            Underwriter, and counsel to the Underwriters.

      (s)   Notice to Underwriters of Certain Events

            During the Marketing Period, the Master Issuer will advise the
            Underwriters immediately (i) when any post-effective amendment to
            the Registration Statement becomes effective, (ii) of any request
            by the Commission whether written or oral, for an amendment or
            supplement to the Registration Statement, to any Prospectus or to
            any material document filed by the Master Issuer, Funding 2 or the
            Mortgages Trustee with or submitted to the Commission pursuant to
            Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act and the
            rules and regulations thereunder or for any additional information
            and the Master Issuer, Funding 2 and the Mortgages Trustee will
            afford the Underwriters a reasonable opportunity to comment on any
            such proposed amendment or supplement, (iii) of the issuance by
            the Commission of any stop order suspending the effectiveness of
            the Registration Statement or any part thereof or the initiation
            or threat of any stop order proceeding or of any challenge to the
            accuracy or adequacy of the Prospectus or any document
            incorporated by reference therein, (iv) of receipt by NRPLC or the
            Master Issuer of any notification with respect to the suspension
            of the qualification of the US Notes for sale in any jurisdiction
            or the initiation or threat of any proceeding for that purpose and
            (v) of any downgrading in the rating of the Notes or any debt
            securities of NRPLC or the Master Issuer by any "nationally
            recognized statistical rating organization" (as defined for
            purposes of Rule 436(g) under the Securities Act), or if any such
            organisation shall have informed NRPLC or the Master Issuer or
            made any public announcement that any such organisation has under
            surveillance or review its rating of any debt securities of NRPLC
            or the Master Issuer (other than an announcement with



                                      37


            positive implications of a possible upgrading, and no implication
            of a possible downgrading of such rating) as soon as such
            announcement is made or NRPLC or the Master Issuer is so informed.

      (t)   Stop Orders

            The Master Issuer will use its best efforts to prevent the
            issuance of any stop order or the suspension of any qualification
            and if, during the Marketing Period, the Commission shall issue a
            stop order suspending the effectiveness of the Registration
            Statement or such qualification of the US Notes for sale in any
            jurisdiction is suspended, the Master Issuer will make every
            reasonable effort to obtain the lifting of that order or
            suspension at the earliest possible time.

      (u)   Blue Sky Qualifications

            The Master Issuer will co-operate with the Underwriters to qualify
            the US Notes for offering and sale under the securities laws of
            such jurisdictions of the United States as the Underwriters may
            designate, to maintain such qualifications in effect for as long
            as may be required for the distribution of the US Notes and to
            file such statements and reports as may be required by the laws of
            each jurisdiction in which the US Notes have been qualified as
            above provided that in connection therewith the Master Issuer
            shall not be required to qualify as a foreign corporation or to
            file a general consent to service of process in any jurisdiction
            or to take any other action that would subject it to service of
            process in suits in any jurisdiction other than those arising out
            of the offering or sale of the US Notes in such jurisdiction or to
            register as a dealer in securities or to become subject to
            taxation in any jurisdiction.

8.2   NRPLC covenants to and agrees with the Underwriters and each of them
      that:

      (a)   Notify Change

            NRPLC will notify the Underwriters promptly of any change
            affecting any of its representations, warranties, covenants,
            agreements or indemnities in this Agreement at any time prior to
            payment of the gross underwriting proceeds of the Notes being made
            to the Master Issuer on the Closing Date and will take such steps
            as may be reasonably requested by the Lead Underwriters to remedy
            and/or publicize the same. In the event that the Prospectus is
            amended or supplemented pursuant to Clause 8.1(c) above, then the
            representations and warranties contained in Clause 7(f) shall be
            deemed to be repeated by NRPLC as of the date of such amended
            Prospectus or supplement to the Prospectus, on the basis that each
            reference to "Prospectus" in Clause 7(f) shall be deemed to be a
            reference to the Prospectus as amended or supplemented as at such
            date.

      (b)   Perform All Required Actions

            On or prior to the Closing Date, NRPLC will do all things
            reasonably within its power and required of it on such date under
            the terms of the Legal Agreements to which it is a party.



                                      38


      (c)   Legal Agreements

            Prior to closing on the Closing Date NRPLC will not amend the
            terms of any of the already executed Legal Agreements, nor execute
            any of the other Legal Agreements other than in the agreed form,
            without the consent of the Lead Underwriters (such consent not to
            be unreasonably withheld or delayed).

8.3   Written Communications

      (a)   The following terms have the specified meanings for purposes of
            this Agreement:

            "Bloomberg Submission" means the pricing material (in electronic
            form) sent via Bloomberg e-mail by the Underwriters to investors;
            provided, that references to Bloomberg Submission in this
            Agreement shall mean the final pricing information accurately
            displayed on Bloomberg;

            "Free Writing Prospectus" means and includes any information
            relating to the US Notes disseminated by the Master Issuer or any
            Underwriter that constitutes a "free writing prospectus" within
            the meaning of Rule 405 under the Securities Act;

            "Issuer Information" means (1) the information contained in any
            Underwriter Free Writing Prospectus (as defined below) which
            information is also included in the Initial Preliminary Prospectus
            or the Revised Preliminary Prospectus (other than Underwriter
            Information), (2) information in the Initial Preliminary
            Prospectus or the Revised Preliminary Prospectus or provided by
            the Master Issuer, Funding 2, the Mortgages Trustee or NRPLC that
            is used to calculate or create any Derived Information, in each
            case in its final form and as filed under Rule 433 under the
            Securities Act and (3) any computer tape or data in respect of the
            US Notes or the related Mortgage Loans furnished by the Master
            Issuer, Funding 2, the Mortgages Trustee or NRPLC to any
            Underwriter; and

            "Derived Information" means such written information regarding the
            US Notes as is disseminated by any Underwriter to a potential
            investor, which information is neither (1) Issuer Information nor
            (2) contained in the Registration Statement, the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus, the
            Prospectus or any amendment or supplement to any of them, taking
            into account information incorporated therein by reference (other
            than information incorporated by reference from any information
            regarding the US Notes that is disseminated by any Underwriter to
            a potential investor).

      (b)   The Master Issuer will not disseminate to any potential investor
            any information relating to the US Notes that constitutes a
            "written communication" within the meaning of Rule 405 under the
            Securities Act, other than the Time of Sale Information and the
            Prospectus, unless the Master Issuer has obtained the prior
            consent of the Lead Underwriters (which consent will not be
            unreasonably withheld).

      (c)   Neither the Master Issuer nor any Underwriter shall disseminate or
            file with the Commission any information relating to the US Notes
            in reliance on Rule 167 or 426 under the Securities Act, nor shall
            the Master Issuer or any Underwriter disseminate any Underwriter
            Free Writing Prospectus (as defined below) "in a manner reasonably



                                      39


            designed to lead to its broad unrestricted dissemination" within
            the meaning of Rule 433(d) under the Securities Act.

      (d)   The Master Issuer and the Underwriters each agree that any Free
            Writing Prospectus prepared by it shall comply in all material
            respects with the Securities Act and the Rules and Regulations and
            shall bear the following legend, or a substantially similar legend
            that complies with Rule 433 under the Securities Act:

            The issuing entity has filed a registration statement (including a
            prospectus) with the Commission for the offering to which this
            communication relates. Before you invest, you should read the
            prospectus in that registration statement and other documents the
            depositor has filed with the Commission for more complete
            information about the issuing entity and this offering. You may
            get these documents for free by visiting EDGAR on the Commission
            Web site at www.sec.gov. Alternatively, the issuing entity, any
            underwriter or any dealer participating in the offering will
            arrange to send you the prospectus if you request it by calling
            toll-free _____________.

      (e)   In the event the Master Issuer or NRPLC becomes aware that, as of
            the Time of Sale, any Time of Sale Information contains or
            contained any untrue statement of material fact or omits or
            omitted to state a material fact necessary in order to make the
            statements contained therein (when read in conjunction with all
            Time of Sale Information) in the light of the circumstances under
            which they were made, not misleading (a "Defective Prospectus"),
            the Master Issuer or NRPLC shall promptly notify the Lead
            Underwriters of such untrue statement or omission no later than
            one business day after discovery and the Master Issuer shall, if
            requested by the Lead Underwriters, prepare and deliver to the
            Underwriters a Corrected Prospectus.

      (f)   In the event that any Underwriter shall incur any costs to any
            investor in connection with the reformation of the Contract of
            Sale with such investor that received a Defective Prospectus, the
            Master Issuer agrees to reimburse such Underwriter for such costs.

      (g)   Each Underwriter represents, warrants, covenants and agrees with
            the Master Issuer that:

            (i)   Other than the Investor Presentation, the Initial
                  Preliminary Prospectus, the Revised Preliminary Prospectus
                  and the Prospectus, it has not made, used, prepared,
                  authorized, approved or referred to and will not prepare,
                  make, use, authorize, approve or refer to any "written
                  communication" (as defined in Rule 405 under the Securities
                  Act) that constitutes an offer to sell or solicitation of an
                  offer to buy the US Notes; provided, however, that (A) each
                  Underwriter may prepare and convey one or more "written
                  communications" (as defined in Rule 405 under the Securities
                  Act) containing no more than the following: (1) information
                  included in the Initial Preliminary Prospectus or the
                  Revised Preliminary Prospectus with the consent of the
                  Master Issuer, (2) information relating to the class, size,
                  rating, price, CUSIPs, coupon, yield, spread, benchmark,
                  status and/or legal maturity date of the US Notes, the
                  weighted average life, expected final payment date, the
                  trade date and payment window of one or more classes of US
                  Notes and any credit enhancement expected to be provided
                  with respect to the US Notes, (3) the eligibility of the US
                  Notes to be purchased by



                                      40


                  ERISA plans, (4) a column or other entry showing the status
                  of the subscriptions for the US Notes (both for the issuance
                  as a whole and for each Underwriter's retention) and/or
                  expected pricing parameters of the US Notes and (5) any "ABS
                  informational and computational materials" as defined in Item
                  1101(a) of Regulation AB under the Securities Act (each such
                  written communication, an "Underwriter Free Writing
                  Prospectus"); (B) unless otherwise consented to by the Master
                  Issuer, no Underwriter Free Writing Prospectus shall be
                  conveyed if, as a result of such conveyance, the Master
                  Issuer shall be required to make any registration or other
                  filing solely as a result of such Underwriter Free Writing
                  Prospectus pursuant to Rule 433(d) under the Securities Act
                  other than the filing of the final terms of the US Notes
                  pursuant to Rule 433(d)(5)(ii) of the Securities Act; and (C)
                  each Underwriter will be permitted to provide information
                  (including the Bloomberg Submission) customarily included in
                  confirmations of sale of securities and notices of
                  allocations and information delivered in compliance with
                  Rule 134 under the Securities Act.

            (ii)  If a Defective Prospectus has been corrected with a
                  Corrected Prospectus, it shall comply with the requirements
                  for reformation of the original Contract of Sale, as
                  described in Section IV.A.2.c. of the Commission's
                  Securities Offering Reform Release No. 33-8591.

      (h)   The Master Issuer agrees to file with the Commission when required
            under the Rules and Regulations the following:

            (i)   any Free Writing Prospectus that is included in the Time of
                  Sale Information (any such Free Writing Prospectus, an
                  "Issuer Free Writing Prospectus");

            (ii)  subject to the Underwriters' compliance with Clause 8.3(g),
                  any Underwriter Free Writing Prospectus at the time required
                  to be filed; and

            (iii) any Free Writing Prospectus for which the Master Issuer or
                  any person acting on its behalf provided, authorized or
                  approved information that is prepared and published or
                  disseminated by a person unaffiliated with the Master Issuer
                  or any other offering participant that is in the business of
                  publishing, radio or television broadcasting or otherwise
                  disseminating communications.

      (i)   NRPLC, Funding 2 and the Mortgages Trustee will cause any Issuer
            Free Writing Prospectus with respect to the US Notes to be filed
            with the Commission to the extent required by Rule 433 under the
            Securities Act.

      (j)   Notwithstanding the provisions of Clauses 8.3(h) and 8.3(i), the
            Master Issuer, Funding 2, the Mortgages Trustee and NRPLC will not
            be required to file any Free Writing Prospectus that does not
            contain substantive changes from or additions to a Free Writing
            Prospectus previously filed with the Commission.



                                      41


9.    CONDITIONS PRECEDENT

9.1   The obligation of the Underwriters under this Agreement to subscribe for
      the US Notes is subject to the following conditions precedent:

      (a)   The Registration Statement

            (i)   If a post-effective amendment is required to be filed with
                  the Commission, such post-effective amendment shall have
                  become effective not later than 9:00 a.m. New York City time
                  on the date hereof;

            (ii)  If filing of the Prospectus, or any supplement thereto, is
                  required pursuant to Rule 424(b), the Prospectus, and any
                  such supplement, will be filed in the manner and within the
                  applicable time period prescribed for such filing by Rule
                  424(b) and in accordance with Clause 5(a) hereof; and

            (iii) No stop order suspending the effectiveness of the
                  Registration Statement or any post-effective amendment shall
                  be in effect, and no proceedings for such purpose shall be
                  pending before or threatened by the Commission.

      (b)   Execution of Legal Agreements and the Global Notes

            The execution and delivery by all parties thereto of the Legal
            Agreements and the Global Notes representing each class of the US
            Notes on or prior to the Closing Date.

      (c)   Admission to Trading

            The US Notes having been admitted to the Official List, on the
            Market and the London Stock Exchange having agreed to admission of
            the US Notes to trading on the Market on or about the Closing
            Date.

      (d)   Legal Opinions

            On or prior to the Closing Date, there having been delivered to
            the Master Issuer, the Underwriters, the Note Trustee and the
            Issuer Security Trustee copies of the following, in form and
            substance satisfactory to the Lead Underwriters, the Note Trustee,
            the Issuer Security Trustee and the Rating Agencies, dated the
            Closing Date:

            (i)   Opinions of Sidley Austin (UK) LLP, legal and tax advisers
                  as to English law and legal counsel as to US federal
                  securities law and New York law to NRPLC, addressed to
                  NRPLC, the Mortgages Trustee, Funding 2, the Master Issuer,
                  the Underwriters, the Dealers, the Note Trustee and the
                  Issuer Security Trustee;

            (ii)  A disclosure letter of Sidley Austin (UK) LLP, legal counsel
                  as to US federal securities law to NRPLC, addressed to the
                  Underwriters;

            (iii) An opinion of Sidley Austin LLP, tax counsel as to US
                  federal income tax law, addressed to the Underwriters;



                                      42


            (iv)  An opinion of Mourant du Feu & Jeune, legal advisers as to
                  Jersey law to the Mortgages Trustee, addressed to Funding 2,
                  the Mortgages Trustee, the Underwriters, the Dealers, the
                  Note Trustee and the Issuer Security Trustee;

            (v)   An opinion of Tods Murray LLP, legal advisers as to Scots
                  law to NRPLC, addressed to NRPLC, the Mortgages Trustee,
                  Funding 2, the Master Issuer, the Underwriters, the Dealers,
                  the Note Trustee and the Issuer Security Trustee;

            (vi)  A disclosure letter of Allen & Overy LLP, legal advisers as
                  to US federal securities law to the Underwriters and the
                  Dealers, addressed to the Underwriters and the Dealers; and

            (vii) An opinion of in-house counsel for each Issuer Swap
                  Provider, addressed to the Issuer, the Note Trustee, the
                  Issuer Security Trustee, NRPLC and the Underwriters.

      (e)   Auditors' Letter

            There having been addressed and delivered to the Underwriters (i)
            a letter, dated on or about the date of this Agreement, in form
            and substance satisfactory to the Lead Underwriters, containing
            statements and information of the type ordinarily included in
            auditors' "comfort letters" with respect to certain financial,
            statistical and other information contained in the Initial
            Preliminary Prospectus, the Revised Preliminary Prospectus and the
            Prospectus from PricewaterhouseCoopers LLP, and (ii) a letter
            (referred to as a "bring down letter"), dated the Closing Date, in
            form and substance satisfactory to the Lead Underwriters,
            containing statements with respect to matters specified in
            sub-clause (i) above, in each case from PricewaterhouseCoopers
            LLP.

      (f)   Additional Auditors' Letter

            On or about the date of this Agreement, there having been
            addressed and delivered to the Underwriters a letter, in form and
            substance satisfactory to the Lead Underwriters, containing
            statements and information of the type ordinarily included in
            auditors' "comfort letters" with respect to certain financial,
            statistical and other information contained in the Investor
            Presentation, the Initial Preliminary Prospectus, the Revised
            Preliminary Prospectus and the Prospectus from KPMG LLP.

      (g)   Certified Constitutional Documents

            On or prior to the Closing Date, there having been delivered to
            the Lead Underwriters on behalf of the Underwriters a copy,
            certified by a duly authorized director or the company secretary
            of, as applicable, the Master Issuer, Funding 2 and the Mortgages
            Trustee of: (i) the Memorandum and Articles of Association of each
            of the Master Issuer, Funding 2 and the Mortgages Trustee; (ii)
            the resolution of the Board of Directors of each of the Master
            Issuer, Funding 2 and the Mortgages Trustee authorizing the
            execution of this Agreement and the other Legal Agreements and the
            entry into and performance of the transactions contemplated
            thereby; and (iii) in respect of the Master Issuer, the issue of
            the Notes and the entry into and performance of the transactions
            contemplated thereby.



                                      43


      (h)   Accuracy of Representations

            At the Closing Date: (i) the representations and warranties of the
            Master Issuer, Funding 2, the Mortgages Trustee and NRPLC in this
            Agreement being true, accurate and correct at, and as if made on,
            the Closing Date and the Master Issuer, Funding 2, the Mortgages
            Trustee and NRPLC having performed all of their obligations in the
            Legal Agreements to be performed on or before the Closing Date;
            and (ii) there having been delivered to the Underwriters a
            certificate to that effect signed by a duly authorized officer of,
            as applicable, the Master Issuer, Funding 2, the Mortgages Trustee
            and NRPLC, dated the Closing Date and confirming that, since the
            date of this Agreement, there has been no adverse change, nor any
            development involving a prospective adverse change, in or
            affecting the operations, properties, financial condition or
            prospects of the Master Issuer, Funding 2, the Mortgages Trustee
            or NRPLC which is material in the context of the issue of the
            Notes.

      (i)   Circumstances for Termination

            On or prior to the Closing Date, in the opinion of the Lead
            Underwriters (after consultation with NRPLC, if practicable), none
            of the circumstances described in Clause 12.1(c) or 12.1(d) having
            arisen.

      (j)   Ratings Receipt of notification from Fitch Ratings, Moody's and
            Standard & Poor's that the ratings for the Notes described in the
            Prospectus have been assigned either without conditions or subject
            only to the execution and delivery on or before the Closing Date
            of the Legal Agreements and legal opinions in all material
            respects in the form in which they shall then have been executed
            and delivered on or prior to the Closing Date, there not having
            been a public announcement from any of the above rating agencies
            that such agency has revised downwards or withdrawn or placed on
            review or "creditwatch" with negative implications or with
            implications of a possible change that does not indicate the
            direction of such possible change (or other similar publication of
            formal review by the relevant rating agency) any existing credit
            rating assigned to the Notes or the long term debt of NRPLC.

      (k)   Other Issues

            The Reg S Notes having been or being issued and subscribed and
            paid for pursuant to the Subscription Agreement and the Programme
            Agreement prior to or contemporaneously with the issue,
            subscription and payment for the US Notes hereunder.

      (l)   Material Adverse Event

            There not having been between the date of this Agreement and the
            Closing Date any change or any development or event reasonably
            likely to involve a prospective change which would, in the
            judgement of the Lead Underwriters, be materially adverse to the
            financial or trading condition of the Master Issuer, Funding 2,
            the Mortgages Trustee or NRPLC from that set forth in the Time of
            Sale Information or the Prospectus, or rendering untrue and
            incorrect any of the representations and warranties contained in



                                      44


            Clauses 5, 6 and 7 as though the said representations and
            warranties had been given on the Closing Date with reference to
            the facts and circumstances prevailing at that date nor the
            failure of the Master Issuer, Funding 2, the Mortgages Trustee or
            NRPLC to perform each and every covenant to be performed by it
            pursuant to the Legal Agreements, the Mortgage Loans and the
            Related Security on or prior to the Closing Date.

      (m)   Solvency Certificates

            (i)   The Master Issuer having furnished or caused to be furnished
                  to the Underwriters and the Note Trustee a solvency
                  certificate, dated the Closing Date, of a duly authorized
                  director of the Master Issuer in the agreed form;

            (ii)  Funding 2 having furnished or caused to be furnished to the
                  Master Issuer, NRPLC and the Issuer Security Trustee a
                  solvency certificate, dated the Closing Date, of a duly
                  authorized director of Funding 2 in the agreed form;

            (iii) The Mortgages Trustee having furnished or caused to be
                  furnished to the Underwriters, the Master Issuer, the Issuer
                  Security Trustee and NRPLC a solvency certificate, dated the
                  Closing Date, of a duly authorized director of the Mortgages
                  Trustee in the agreed form; and

            (iv)  NRPLC having furnished or caused to be furnished to the
                  Underwriters, the Master Issuer, the Issuer Security
                  Trustee, Funding 2 and the Mortgages Trustee a solvency
                  certificate, dated the Closing Date, of a duly authorized
                  officer or director of NRPLC in the agreed form.

      (n)   Mortgage Sale Agreement

            All of the steps required by Clause 4 of the Mortgage Sale
            Agreement for the purposes of the purchase of a New Mortgage
            Portfolio (as defined therein) by the Mortgages Trustee from NRPLC
            on the applicable Assignment Date and related rights to be
            acquired from NRPLC pursuant thereto having been taken.

9.2   Prior to the Closing Date, there shall be furnished to the Lead
      Underwriters such further information, certificates, opinions and
      documents as the Lead Underwriters may reasonably request.

9.3   If any of the conditions specified in this Clause 9 have not been
      fulfilled in all material respects when and as provided in this
      Agreement, or if any of the opinions and certificates mentioned above or
      elsewhere in this Agreement shall not be reasonably satisfactory in all
      material respects in form and substance to the Lead Underwriters, this
      Agreement and all obligations of the Underwriters hereunder may be
      cancelled (provided, however, that the liability of the Master Issuer in
      relation to expenses as provided under, or under any arrangements
      referred to in, Clause 10 and any liability arising before or in
      relation to such termination shall not be cancelled) at, or at any time
      prior to, the Closing Date by the Lead Underwriters. Notice of such
      cancellation shall be given to the Master Issuer in writing or by
      telephone or facsimile confirmed in writing.

9.4   The Lead Underwriters, on behalf of the Underwriters, may, in their
      discretion, waive compliance with the whole or any part of this Clause
      9.



                                      45


10.   EXPENSES

10.1  General Expenses

      The Master Issuer covenants to pay or cause to be paid the following
      (together with (i) in respect of taxable supplies made to the Master
      Issuer, any amount in respect of value added tax or similar tax payable
      in respect thereof against production of a valid tax invoice and (ii) in
      respect of taxable supplies made to a person other than the Master
      Issuer, any amount in respect of Irrecoverable VAT (for the purposes of
      this Agreement "Irrevocable VAT" means any amount in respect of VAT
      incurred by a party to the Transaction Documents (for the purposes of
      this definition, a "Relevant Party") as part of a payment in respect of
      which it is entitled to be indemnified under the relevant Transaction
      Documents to the extent that the Relevant Party does not or will not
      receive and retain a credit or repayment of such VAT as input tax (as
      that expression is defined in section 24(1) of the Value Added Tax Act
      1994) for the prescribed accounting period (as that expression is used
      in section 25(1) of the Value Added Tax Act 1994) to which such input
      tax relates) or similar tax payable in respect thereof against
      production of a valid tax invoice): (a) the fees, disbursements and
      expenses of the Master Issuer's legal advisers and accountants and all
      other expenses of the Master Issuer in connection with the issue
      (including without limitation any filing fees payable to the Commission
      in connection with the registration of the US Notes under the Securities
      Act and any fees payable in connection with the qualification of the US
      Notes for offering and sale pursuant to any NASD regulatory provisions
      or under any applicable United States state securities, Blue Sky or
      similar laws) and listing of the Notes (including without limitation,
      any advertisements required in connection therewith); the preparation
      and delivery of each class of the Notes in global form and (if required)
      definitive form; the costs of the initial delivery and distribution of
      the Notes (including, without limitation, transportation, packaging and
      insurance) and the initial fees and expenses of The Depository Trust
      Company in relation to the Notes (excluding any such fees and expenses
      arising as a result of any transfer of the Notes); the preparation and
      printing of the Time of Sale Information and the Prospectus (in proof,
      preliminary and final form) and any amendments and supplements thereto
      and the mailing and delivery of copies of this Agreement to the
      Underwriters; (b) the cost of printing or reproducing the Legal
      Agreements and any other documents prepared in connection with the
      offering, issue and initial delivery of the Notes; (c) the fees and
      expenses of the Note Trustee and the Issuer Security Trustee (including
      fees and expenses of legal advisers to the Note Trustee and the Issuer
      Security Trustee), the US Paying Agent and the Agent Bank in each case
      reasonably incurred in connection with the preparation and execution of
      the Legal Agreements and any other relevant documents and the issue of
      the Notes and compliance with the Conditions of the Notes; (d) the fees
      and expenses incurred or payable in connection with obtaining a rating
      for the Notes from Fitch Ratings, Moody's and Standard & Poor's and
      annual fees in connection with such rating or any other rating from such
      institution for the Notes; (e) the fees and expenses payable in
      connection with obtaining and maintaining the admission to trading of
      the Notes on the Market; (f) reasonable out-of-pocket expenses
      (excluding legal expenses) incurred by the Lead Underwriters on behalf
      of the Underwriters in connection with the transactions contemplated
      hereby; and (g) any reasonable amount in respect of the fees and
      disbursements of the Underwriters' legal advisers in relation thereto.

10.2  Reimbursement

      The Master Issuer will reimburse the Underwriters for all amounts in
      connection with the issue of the Notes which it has agreed to pay
      pursuant to Clause 10.1.



                                      46


      For the avoidance of doubt, references to costs and expenses in this
      Agreement shall be deemed to include, in addition, references to any
      irrecoverable UK value added tax payable in respect of such costs and
      expenses.

10.3  Gross Underwriting Proceeds

      The Master Issuer undertakes that on the Closing Date it will apply the
      gross underwriting proceeds for the Notes forthwith in making the
      relevant Loan Tranches to Funding 2 pursuant to the terms of the Global
      Intercompany Loan Agreement. Funding 2 undertakes that it will apply the
      proceeds of such Loan Tranches in accordance with Clause 4.1 (Purpose
      and application of a Loan Tranche) of the Global Intercompany Loan
      Agreement.

11.   INDEMNIFICATION

11.1  Issuer, Funding 2, Mortgages Trustee and NRPLC Indemnity

      Each of the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC
      jointly and severally agrees to indemnify and hold harmless each
      Underwriter, the directors, officers, employees and agents of each
      Underwriter and each person who controls any Underwriter within the
      meaning of either Section 15 of the Securities Act or Section 20 of the
      Exchange Act (each an "Indemnified Person") against any and all losses,
      claims, damages or liabilities, joint or several, to which they or any
      of them may become subject, including without limitation any such
      losses, claims, damages or liabilities arising under the Securities Act,
      the Exchange Act or other Federal or state statutory law or regulation,
      at common law or otherwise, insofar as such losses, claims, damages or
      liabilities (or actions in respect thereof) arise out of or are based
      upon any untrue statement or alleged untrue statement of a material fact
      contained in the Registration Statement, the Initial Preliminary
      Prospectus, the Revised Preliminary Prospectus, the Prospectus, the
      Issuer Information or any Issuer Free Writing Prospectus or any
      information provided by the Master Issuer or NRPLC to any holder or
      prospective purchaser of US Notes (or in any amendment thereof or
      supplement thereto) or the Investor Presentation (save in the case of
      the Mortgages Trustee, which gives no indemnity herein in relation to
      the Investor Presentation) or arise out of or are based upon the
      omission or alleged omission to state therein a material fact
      (excluding, in the case of the Initial Preliminary Prospectus, the
      pricing related information and information relating to an Issuer Swap
      Provider omitted therefrom and, in the case of the Revised Preliminary
      Prospectus, the pricing related information omitted therefrom) required
      to be stated therein or necessary in order to make the statements
      therein, in the light of the circumstances under which they were made,
      not misleading, and agrees to reimburse each such Indemnified Person, as
      incurred, for any legal or other reasonable expenses incurred by them in
      connection with investigating or defending any such loss, claim, damage,
      liability or action; provided, however, that the Master Issuer, Funding
      2, the Mortgages Trustee and NRPLC will not be liable in any such case
      to the extent that any such loss, claim, damage or liability arises out
      of or is based upon any untrue statement or alleged



                                      47


      untrue statement or omission or alleged omission made in (x) the
      Registration Statement, the Initial Preliminary Prospectus, the Revised
      Preliminary Prospectus (excluding, in the case of the Initial
      Preliminary Prospectus, the pricing related information and information
      relating to an Issuer Swap Provider omitted therefrom and, in the case
      of the Revised Preliminary Prospectus, the pricing related information
      omitted therefrom), the Prospectus, any Issuer Free Writing Prospectus
      or the Issuer Information (or any amendment thereof or supplement
      thereto) in reliance upon and in conformity with the Underwriter
      Information or (y) any Derived Information or the Bloomberg Submission
      unless such untrue statement or alleged untrue statement or omission or
      alleged omission made in any Derived Information or the Bloomberg
      Submission results from an error or omission in the Initial Preliminary
      Prospectus, the Revised Preliminary Prospectus, the Prospectus, the
      Issuer Information or the Investor Presentation. The Master Issuer,
      Funding 2, the Mortgages Trustee and NRPLC further agree to reimburse
      each Underwriter and each such controlling person for any legal and
      other expenses reasonably incurred by such Underwriter or controlling
      person in investigating or defending or preparing to defend against any
      such loss, claim, damage, liability or action, as such expenses are
      incurred. The foregoing indemnity agreement is in addition to any
      liability which the Master Issuer, Funding 2, the Mortgages Trustee and
      NRPLC may otherwise have to any Underwriter or any controlling person of
      any Underwriter.

      No Underwriter or controlling person of any Underwriter shall have any
      duty or obligation, whether as fiduciary for any Indemnified Person or
      otherwise, to recover any such payment or to account to any other person
      for any amounts paid to it under this Clause 11.1.

      The foregoing shall be subject to the following:

      (a)   Any right which at any time the Mortgages Trustee has under the
            existing or future laws of Jersey whether by virtue of the droit
            de discussion or otherwise to require that recourse be had to the
            assets of any other person before any claim is enforced against
            such person in respect of the obligations hereby assumed by such
            person is hereby abandoned and waived.

      (b)   The Mortgages Trustee undertakes that if at any time any person
            indemnified sues the Mortgages Trustee in respect of any such
            obligations and the person in respect of whose obligations the
            indemnity is given is not sued also, the Mortgages Trustee shall
            not claim that such person be made a party to the proceedings and
            each agrees to be bound by this indemnity whether or not it is
            made a party to legal proceedings for the recovery of the amount
            due or owing to the person indemnified, as aforesaid, by the
            person in respect of whose obligations the indemnity is given and
            whether the formalities required by any law of Jersey whether
            existing or future in regard to the rights or obligations of
            sureties shall or shall not have been observed.

      (c)   Any right which the Mortgages Trustee may have under the existing
            or future laws of Jersey whether by virtue of the droit de
            division or otherwise to require that any liability under this
            indemnity be divided or apportioned with any other person or
            reduced in any manner whatsoever is hereby abandoned and waived.

11.2  Underwriters' Indemnity

      Each Underwriter, severally and not jointly, agrees to indemnify and
      hold harmless the Master Issuer, Funding 2, the Mortgages Trustee and
      NRPLC, each of their directors and each of their officers who signs the
      Registration Statement, their employees and each person who controls the
      Master Issuer or NRPLC within the meaning of either Section 15 of the
      Securities Act or Section 20 of the Exchange Act, to the same extent as
      the foregoing indemnity from the Master Issuer to each Underwriter, but
      only with reference to (x) the Underwriter Information furnished to the
      Master Issuer, Funding 2, the Mortgages Trustee or NRPLC specifically
      for inclusion in the Registration Statement, the Initial Preliminary
      Prospectus, the Revised Preliminary Prospectus or the Prospectus (or in
      any amendment or supplement thereto) or (y) any Derived Information or



                                      48


      the Bloomberg Submission; provided, however, that the indemnity with
      respect to clause (y) above shall not apply to any untrue statement or
      alleged untrue statement or omission or alleged omission made in any
      Derived Information or the Bloomberg Submission that results from an
      error or omission in the Initial Preliminary Prospectus, the Revised
      Preliminary Prospectus, the Prospectus or the Issuer Information. This
      indemnity agreement will be in addition to any liability which any
      Underwriter may otherwise have.

11.3  Proceedings

      Promptly after receipt by an indemnified party under this Clause 11 of
      notice of the commencement of any action, such indemnified party will,
      if a claim in respect thereof is to be made against the indemnifying
      party under this Clause 11, notify the indemnifying party in writing of
      the commencement thereof; but the failure so to notify the indemnifying
      party (i) will not relieve it from liability under Clause 11.1 or 11.2
      above unless and to the extent it did not otherwise learn of such action
      and such failure results in the forfeiture by the indemnifying party of
      substantial rights and defenses and (ii) will not, in any event relieve
      the indemnifying party from any obligation to any indemnified party
      other than the indemnification obligation provided in Clause 11.1 or
      11.2 above. If any such claim or action shall be brought against an
      indemnified party, and it shall notify the indemnifying party thereof,
      the indemnifying party shall be entitled to participate therein, and, to
      the extent that it wishes, jointly with any other similarly notified
      indemnifying party, to assume the defense thereof with counsel
      satisfactory to the indemnified party. After notice from the
      indemnifying party to the indemnified party of its election to assume
      the defense of such claim or action, the indemnifying party shall not be
      liable to the indemnified party under this Clause 11 for any legal or
      other expenses subsequently incurred by the indemnified party in
      connection with the defense thereof other than reasonable costs of
      investigation; provided that each Underwriter, the Underwriters as a
      group, or the Master Issuer, Funding 2, the Mortgages Trustee and NRPLC,
      as the case may be, shall have the right to employ separate counsel to
      represent such Underwriter and its controlling persons, the Underwriters
      and their respective controlling persons or the Master Issuer, Funding
      2, the Mortgages Trustee and NRPLC and their respective controlling
      persons, as the case may be, who may be subject to liability arising out
      of any claim in respect of which indemnity may be sought by such
      indemnified parties under this Clause 11 if in the reasonable judgement
      of any Underwriter, the Underwriters acting together, or any of the
      Master Issuer, Funding 2, the Mortgages Trustee and NRPLC, as the case
      may be, it is advisable for such indemnified parties to be represented
      by separate counsel, and in that event the fees and expenses of such
      separate counsel (and local counsel) shall be paid by the indemnifying
      party. Upon receipt of notice from the indemnifying party to such
      indemnified party of its election so to assume the defense of such
      action and approval by the indemnified party of counsel selected by the
      indemnifying party, the indemnifying party will not be liable to such
      indemnified party under this Clause 11 for any legal or other expenses
      subsequently incurred by such indemnified party in connection with the
      defense thereof unless (i) the indemnified party shall have employed
      separate counsel in connection with the assertion of legal defenses in
      accordance with the proviso to the preceding sentence (it being
      understood, however that the indemnifying party shall not be liable for
      the expenses of more than one such separate counsel (and local counsel)
      representing the indemnified parties under Clause 11.1 or 11.2 hereof),
      (ii) the indemnifying party has authorized (acting reasonably) the
      employment of more than one such separate counsel (and local counsel)
      representing the employed counsel satisfactory to the indemnified party
      to represent the indemnified party, or (iii) the indemnifying party has
      authorized the employment of counsel for the indemnified party at the
      expense of the indemnifying party; and except that, if clause (i) or
      (iii) is applicable, such liability



                                      49


      shall be only in respect of the counsel referred to in such clause (i)
      or (iii). The indemnifying party shall not be liable for any settlement
      of any proceeding effected without its written consent, but if settled
      with such consent or if there be a final judgment for the plaintiff, the
      indemnifying party agrees to indemnify the indemnified party from and
      against any loss or liability by reason of such settlement or judgment.
      Notwithstanding the foregoing sentence, if at any time an indemnified
      party shall have requested an indemnifying party to reimburse the
      indemnified party for fees and expenses of counsel as contemplated by
      this Clause 11, the indemnifying party agrees that it shall be liable
      for any settlement of any proceeding effected without its written
      consent if (i) such settlement is entered into more than 60 days after
      receipt by such indemnifying party of such request and (ii) such
      indemnifying party shall not have either reimbursed the indemnified
      party in accordance with such request or objected to such request in
      writing prior to the date of such settlement. No indemnifying party
      shall, without the prior written consent of the indemnified party,
      effect any settlement of any pending or threatened proceeding in respect
      of which any indemnified party is or could have been a party and in
      respect of which indemnity could have been sought hereunder by such
      indemnified party, unless such settlement includes an unconditional
      release of such indemnified party from all liability on claims that are
      the subject matter of such proceeding.

11.4  Contribution

      In the event that the indemnity provided in Clause 11.1 or 11.2 is
      unavailable to or insufficient to hold harmless an indemnified party for
      any reason, the Master Issuer, NRPLC, Funding 2, the Mortgages Trustee
      and the Underwriters severally agree to contribute to the aggregate
      losses, claims, damages and liabilities (including legal or other
      expenses reasonably incurred in connection with investigating or
      defending same) (collectively "Losses") to which the Master Issuer,
      NRPLC, Funding 2, the Mortgages Trustee and one or more of the
      Underwriters may be subject in such proportion as is appropriate to
      reflect the relative benefits received by the Master Issuer, NRPLC,
      Funding 2, the Mortgages Trustee and the Underwriters from the offering
      of the US Notes. If the allocation provided by the immediately preceding
      sentence is unavailable for any reason, the Master Issuer, NRPLC,
      Funding 2, the Mortgages Trustee and the Underwriters severally shall
      contribute in such proportion as is appropriate to reflect not only such
      relative benefits but also the relative fault of the Master Issuer,
      NRPLC, Funding 2, the Mortgages Trustee and the Underwriters in
      connection with the statements or omissions which resulted in such
      Losses as well as any other relevant equitable considerations. Benefits
      received by the Master Issuer, Funding 2, the Mortgages Trustee and
      NRPLC shall be deemed to be equal to the Issue Price (before deducting
      expenses), and benefits received by the Underwriters shall be deemed to
      be equal to the total Selling Commissions and the Management and
      Underwriting Commission, in each case as set forth in Clause 1.4.
      Relative fault shall be determined by reference to among other things,
      whether any untrue or any alleged untrue statement of a material fact or
      the omission or alleged omission to state a material fact relates to
      information provided by the Master Issuer, Funding 2, the Mortgages
      Trustee or NRPLC on the one hand or the Underwriters on the other, the
      intent of the parties and their relative knowledge, access to
      information and opportunity to correct or prevent such untrue statement
      or omission. The Master Issuer, NRPLC, Funding 2, the Mortgages Trustee
      and the Underwriters agree that it would not be just and equitable if
      contribution were determined by pro rata allocation or any other method
      of allocation which does not take account of the equitable consideration
      referred to above. Notwithstanding the provisions of this Clause 11.4,
      no person guilty of fraudulent misrepresentation (within the meaning of
      Section 11(f) of the Securities Act) shall be entitled to contribution
      from any person who was not guilty of such fraudulent misrepresentation.
      For



                                      50


      purposes of this Clause 11, each person who controls an Underwriter
      within the meaning of either Section 15 of the Securities Act or Section
      20 of the Exchange Act and each director, officer, employee and agent of
      an Underwriter shall have the same rights to contribution as such
      Underwriter, and each person who controls the Master Issuer, Funding 2,
      the Mortgages Trustee or NRPLC within the meaning of either the
      Securities Act or the Exchange Act, each officer of the Master Issuer
      who shall have signed the Registration Statement, each employee and each
      director of the Master Issuer, Funding 2, the Mortgages Trustee or NRPLC
      shall have the same rights to contribution as the Master Issuer, Funding
      2, the Mortgages Trustee or NRPLC, as the case may be, subject in each
      case to the applicable terms and conditions of this Clause 11.4.
      Notwithstanding the foregoing, in no case shall the Underwriter (except
      as may be provided in any agreement among Underwriters relating to the
      offering of the Notes) be responsible for any amount in excess of the
      Selling Commission or Management and Underwriting Commission applicable
      to the Notes purchased by such Underwriter hereunder.

12.   TERMINATION

12.1  Lead Underwriters' Ability to Terminate

      Notwithstanding any other provision of this Agreement, the Lead
      Underwriters on behalf of the Underwriters may, by notice to the Master
      Issuer given at any time after the execution and delivery of this
      Agreement and prior to the Closing Date, terminate this Agreement in any
      of the following circumstances:

      (a)   if there shall have come to the notice of the Underwriters any
            breach of, or any event rendering untrue or incorrect in any
            material respect, any of the warranties and representations
            contained in Clauses 5, 6 or 7 (or any deemed repetition thereof)
            or failure to perform any of the Master Issuer's or NRPLC's
            covenants or agreements in this Agreement in any material respect;
            or

      (b)   if any condition specified in Clause 9 has not been satisfied or
            waived by the Lead Underwriters on behalf of the Underwriters; or

      (c)   if in the opinion of the Lead Underwriters, circumstances shall be
            such as: (i) to prevent or to a material extent restrict payment
            for the US Notes in the manner contemplated in this Agreement or
            (ii) to a material extent prevent or restrict settlement of
            transactions in the US Notes in the market or otherwise; or

      (d)   if in the opinion of the Lead Underwriters, there shall have been
            (i) any change in national or international political, legal, tax
            or regulatory conditions or (ii) any calamity or emergency, which
            has in its view caused a substantial deterioration in the price
            and/or value of the US Notes; or

      (e)   upon termination of the Subscription Agreement; or

      (f)   if (i) trading in securities generally on the New York Stock
            Exchange, the American Stock Exchange, the Market or the
            over-the-counter market shall have been suspended or minimum
            prices shall have been established on such exchanges or such
            market; (ii) a banking moratorium shall have been declared by US
            federal or New York State or UK regulatory authorities; (iii)
            there shall have occurred any change or any development



                                      51


            involving a prospective change, in or affecting particularly the
            business or properties of the Master Issuer, Funding 2, the
            Mortgages Trustee or NRPLC, which in the judgement of the Lead
            Underwriters materially impairs the investment quality of the US
            Notes or makes it impracticable or inadvisable to market the US
            Notes or (iv) if in the judgement of the Lead Underwriters, it
            otherwise becomes impracticable or inadvisable to proceed with the
            offering of the US Notes.

12.2  Consequences of Termination

      Upon such notice being given this Agreement shall terminate and be of no
      further effect and no party hereto shall be under any liability to any
      other in respect of this Agreement except that (a) the Master Issuer
      shall remain liable under Clause 10 for the payment of the costs and
      expenses already incurred or incurred in consequence of such termination
      and (b) (i) the indemnity agreement and contribution provisions set
      forth in Clause 11, (ii) the obligations of the Master Issuer and NRPLC
      and the representations and warranties of the Underwriters made in
      Clause 3.2(b) of this Agreement, which would have continued in
      accordance with Clause 13 had the arrangements for the underwriting and
      issue of the US Notes been completed, shall so continue.

13.   SURVIVAL OF REPRESENTATIONS AND OBLIGATIONS

13.1  The representations, warranties, agreements, undertakings and
      indemnities in this Agreement will continue in full force and effect
      notwithstanding completion of the arrangements for the subscription and
      issue of the US Notes or any investigation made by or on behalf of any
      Underwriter or any controlling person or any of its representatives,
      directors, officers, agents or employees or any of them.

13.2  Save for their respective responsibilities to comply with the relevant
      representations set forth herein, neither the Master Issuer, Funding 2,
      the Mortgages Trustee nor NRPLC shall have any responsibility in respect
      of the legality of the Underwriters or other persons offering and
      selling the US Notes in any jurisdiction or in respect of the US Notes
      qualifying for sale in any jurisdiction.

14.   NOTICES

14.1  All communications pursuant to this Agreement will be in writing and
      will be delivered at or sent by facsimile transmission to the following
      addresses:

      (i)   if to the Master Issuer,

            Fifth Floor
            100 Wood Street
            London  EC2V 7EX
            Attention:        The Company Secretary
            Facsimile:        +44 (0) 20 7606 0643

            With a copy to:

            Northern Rock House
            Gosforth


                                      52


            Newcastle upon Tyne  NE3 4PL
            Attention:        Securitization, Risk Operations
            Facsimile:        +44 (0) 191 279 4929

      (ii)  if to NRPLC,

            Northern Rock House
            Gosforth
            Newcastle upon Tyne
            NE3 4PL
            Attention:        Securitization, Risk Operations
            Facsimile:        +44 (0) 191 279 4929

      (iii) if to the Underwriters, to the Lead Underwriters on behalf of the
            Underwriters,

            Citigroup Global Markets Limited
            Citigroup Centre
            Canada Square
            Canary Wharf
            London  E14 5LB
            Attention:        Debt Syndicate Desk
            Facsimile:        + 44 (0)20 7986 4740

            Deutsche Bank Securities Inc.
            60 Wall Street
            New York, New York 10005
            Attention:        ABS Syndicate
            Facsimile:        +1 212 797 2031

            Morgan Stanley & Co. International Limited
            25 Cabot Square
            Canary Wharf
            London E14 4QA
            Attention:        European Head of Securitised Product Group
            Facsimile:        +44 (0) 20 7056 0612

      (iv)  if to Funding 2,

            Fifth Floor
            100 Wood Street
            London  EC2V 7EX
            Attention:        The Company Secretary
            Facsimile:        +44 (0) 20 7606 0643

      (v)   if to the Mortgages Trustee,

            22 Grenville Street
            St. Helier
            Jersey  JE4 8PX



                                      53


            Attention:        The Company Secretary
            Facsimile:        +44 (0) 1534 609 333

14.2  Any communication so sent by letter shall take effect at the time of
      actual delivery to the addressee, and any communication so sent by
      facsimile transmission shall take effect upon acknowledgement of receipt
      by the recipient. Any communication to be delivered to any party under
      this Agreement which is to be sent by facsimile transmission will be
      written legal evidence.

14.3  The Mortgages Trustee agrees that the process by which any proceedings
      in England are begun may be secured on it by being delivered to Granite
      Finance Trustees Limited c/o Mourant & Co. Capital (SPV) Limited, 8th
      Floor, 68 King William Street, London EC4N 7DZ, or otherwise at the
      registered office of Mourant & Co. Capital (SPV) Limited, attn: The
      Company Secretary. If such person is not or ceases to be effectively
      appointed to accept service of process on the Mortgages Trustee's behalf
      the Mortgages Trustee shall, on the written demand of the Lead
      Underwriters, appoint a further person in England to accept service of
      process on its behalf and, failing such appointment within 15 days, the
      Lead Underwriters shall be entitled to appoint such a person by written
      notice to the Mortgages Trustee. Nothing in this sub-clause shall affect
      the right of the Lead Underwriters to serve process in any other manner
      permitted by law.

15.   TIME

      Time shall be of the essence of this Agreement.

16.   NON PETITION AND LIMITED RECOURSE

      Each of the Underwriters agrees with the Master Issuer, Funding 2 and
      the Mortgages Trustee, that it shall not, until the expiry of one year
      and one day after the payment of all sums outstanding and owing under
      the Notes (in respect of the Master Issuer) and until the expiry of one
      year and one day after the payment of all sums outstanding and owing
      under any Loan Tranche made to Funding 2 by the Master Issuer or any
      other company (in respect of the Mortgages Trustee) take any corporate
      action or other steps or legal proceedings for the winding-up,
      dissolution, arrangement, reconstruction or re-organization or for the
      appointment of a liquidator, receiver, manager, administrator,
      administrative receiver or similar officer of the Master Issuer, the
      Mortgages Trustee or Funding 2 or any, or all of, their respective
      assets or revenues.

      Each of the Underwriters agrees with the Mortgages Trustee that to the
      extent that any amounts due to such Underwriter from the Mortgages
      Trustee hereunder exceed the assets of the Mortgages Trustee (excluding,
      for the avoidance of doubt, the assets comprised in the Mortgages Trust)
      available to pay such amounts and any other amounts due to other
      creditors of the Mortgages Trustee then the claims of such Underwriter
      in relation to any such excess amounts shall be extinguished and shall
      not thereafter revive.

      To the extent permitted by law, no recourse under any obligation,
      covenant or agreement of any person contained in this Agreement shall be
      had against any shareholder, officer or director of the Master Issuer,
      Funding 2 or the Mortgages Trustee, by the enforcement of any assessment
      or by any legal proceedings, by virtue of any statute or otherwise; it
      being expressly agreed and understood that this Agreement is a corporate
      obligation of each of the Master Issuer, Funding 2 and the Mortgages
      Trustee 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



                                      54


      the obligations, covenants or agreements of the Master Issuer, Funding 2
      or the Mortgages Trustee contained in this Agreement, or implied
      therefrom, and that any and all personal liability for breaches by such
      person of any such obligations, covenants or agreements, either under
      any applicable law or by statute or constitution, of every such
      shareholder, officer, agent or director is hereby expressly waived by
      each person expressed to be a party hereto as a condition of and
      consideration for the execution of this Agreement.

17.   GOVERNING LAW AND JURISDICTION

17.1  Governing Law

      This Agreement shall be governed by and construed in accordance with the
      laws of the State of New York, without giving effect to the conflict of
      laws provisions thereof.

17.2  Jurisdiction

      Each of the parties hereto irrevocably agrees that, except as otherwise
      set forth in this paragraph, any state or federal court sitting in the
      City of New York shall have exclusive jurisdiction to hear and determine
      any suit, action or proceeding and to settle any dispute arising out of
      or relating to this Agreement and, for such purposes, irrevocably
      submits to the jurisdiction of such courts. Each of the Mortgages
      Trustee, Funding 2, the Master Issuer and NRPLC hereby appoints the CT
      Corporation System at 111 Eighth Avenue, New York, NY 10011, or, if
      otherwise, its principal place of business in the City of New York from
      time to time, as its agent for service of process and agrees that
      service of any process, summons, notice or document by hand delivery or
      registered mail upon such agent shall be effective service of process
      for any suit, action or proceeding brought in any such court. Each of
      the Mortgages Trustee, Funding 2, the Master Issuer and NRPLC
      irrevocably and unconditionally waives any objection to the laying of
      venue of any such suit, action or proceeding brought in any such court
      and any claim that any such suit, action or proceeding has been brought
      in an inconvenient forum. Each of the Mortgages Trustee, Funding 2, the
      Master Issuer and NRPLC agrees that a final judgment in any such suit,
      action or proceeding brought in any such court shall be conclusive and
      binding upon each of the Mortgages Trustee, Funding 2, the Master Issuer
      and NRPLC and may be enforced in any other court to whose jurisdiction
      each of the Mortgages Trustee, Funding 2, the Master Issuer and NRPLC is
      or may in the future be subject, by suit upon judgment. Each of the
      Mortgages Trustee, Funding 2, the Master Issuer and NRPLC further agrees
      that nothing herein shall affect the Underwriters' right to effect
      service of process in any other manner permitted by law or to bring a
      suit, action or proceeding (including a proceeding for enforcement of a
      judgment) in any other court or jurisdiction in accordance with
      applicable law.

18.   COUNTERPARTS

      This Agreement may be executed in any number of counterparts (manually
      or by facsimile) all of which, taken together, shall constitute one and
      the same agreement and any party may enter into this Agreement by
      executing a counterpart.

19.   AUTHORITY OF THE LEAD UNDERWRITERS

      Any action by the Underwriters hereunder may be taken by Citigroup
      Global Markets Limited, Deutsche Bank Securities Inc. and Morgan Stanley
      & Co. International Limited as representatives



                                      55


      on behalf of the Underwriters, and any such action taken by Citigroup
      Global Markets Limited, Deutsche Bank Securities Inc. and Morgan Stanley
      & Co. International Limited shall be binding upon the Underwriters.

20.   SUCCESSORS

      This Agreement shall inure to the benefit of and be binding upon each of
      the parties hereto, any controlling persons referred to herein and their
      respective successors and assigns. Nothing expressed or mentioned in
      this Agreement is intended or shall be construed to give any other
      person, firm or corporation any legal or equitable right, remedy or
      claim under or in respect of this Agreement or any provision herein
      contained. No purchaser of US Notes from the Underwriters shall be
      deemed to be a successor by reason merely of such purchase.



                                      56



IN WITNESS WHEREOF this Agreement has been entered on the date stated at the
beginning.

GRANITE MASTER ISSUER PLC

By: /s/ Ian Bowden
    -------------------------
        Ian Bowden
        Representing L.D.C Securitisation
        Director No 1 Limited



NORTHERN ROCK PLC

By: /s/ C Jobe
    -------------------------
        C Jobe



GRANITE FINANCE FUNDING 2 LIMITED

By: /s/ Ian Bowden
    -------------------------
        Ian Bowden
        Representing L.D.C Securitisation
        Director No 1 Limited


GRANITE FINANCE TRUSTEES LIMITED

By: /s/ Dean Godwin
    -------------------------
        Dean Godwin


CITIGROUP GLOBAL MARKETS LIMITED

By: /s/ B Duncan
    -------------------------
        B Duncan


                                      57


DEUTSCHE BANK SECURITIES INC.

By: /s/ Brian J Wiele
    -------------------------
        Brian J Wiele


MORGAN STANLEY & CO. INTERNATIONAL LIMITED

For itself and on behalf of the several Underwriters listed in Schedule 1
hereto (other than Citigroup Global Markets Limited, Deutsche Bank Securities
Inc. and Lehman Brothers Inc.)

By: /s/ Stephen A White
    -------------------------
        Stephen A White


LEHMAN BROTHERS INC.

By: /s/ M Chaukar
    -------------------------
        M Chaukar



                    [Underwriting Agreement Signature Page]

                                      58





                                                                                        SCHEDULE 1

- -------------------------------------------------------------------------------------------------------------
Underwriters                                             $1,350,000,000 of Series  $1,450,000,000 of Series
                                                                           2007-1                    2007-1
                                                                  Class 1A1 Notes           Class 2A1 Notes
- -------------------------------------------------------------------------------------------------------------
                                                                                         
Citigroup Global Markets Limited                                     $432,000,000              $466,000,000
- -------------------------------------------------------------------------------------------------------------
Deutsche Bank Securities Inc.                                        $433,000,000              $466,000,000
- -------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. International Limited                           $433,000,000              $466,000,000
- -------------------------------------------------------------------------------------------------------------
Barclays Capital Inc.                                                 $13,000,000               $13,000,000
- -------------------------------------------------------------------------------------------------------------
J. P. Morgan Securities Inc.                                          $13,000,000               $13,000,000
- -------------------------------------------------------------------------------------------------------------
Lehman Brothers Inc.                                                           $0                        $0
- -------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated                    $13,000,000               $13,000,000
- -------------------------------------------------------------------------------------------------------------
UBS Securities LLC                                                    $13,000,000               $13,000,000
- -------------------------------------------------------------------------------------------------------------
Total                                                              $1,350,000,000            $1,450,000,000
- -------------------------------------------------------------------------------------------------------------



- -------------------------------------------------------------------------------------------------------------
Underwriters                                             $1,500,000,000 of Series   $1,000,000,000 of Series
                                                                           2007-1                     2007-1
                                                                  Class 3A1 Notes            Class 4A1 Notes
- -------------------------------------------------------------------------------------------------------------
                                                                                          
Citigroup Global Markets Limited                                     $475,000,000               $309,000,000
- -------------------------------------------------------------------------------------------------------------
Deutsche Bank Securities Inc.                                        $475,000,000               $309,000,000
- -------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. International Limited                           $476,000,000               $308,000,000
- -------------------------------------------------------------------------------------------------------------
Barclays Capital Inc.                                                 $13,000,000                $13,000,000
- -------------------------------------------------------------------------------------------------------------
J. P. Morgan Securities Inc.                                          $13,000,000                $13,000,000
- -------------------------------------------------------------------------------------------------------------
Lehman Brothers Inc.                                                  $22,000,000                $22,000,000
- -------------------------------------------------------------------------------------------------------------
Merrill Lynch, Pierce, Fenner & Smith Incorporated                    $13,000,000                $13,000,000
- -------------------------------------------------------------------------------------------------------------
UBS Securities LLC                                                    $13,000,000                $13,000,000
- -------------------------------------------------------------------------------------------------------------
Total                                                              $1,500,000,000             $1,000,000,000
- -------------------------------------------------------------------------------------------------------------




                                     S-1





- ----------------------------------------------------------------------------------------------------------------------------------
Underwriters                                        $84,000,000 of     $80,000,000 of      $84,000,000 of          $80,000,000 of
                                                     Series 2007-1      Series 2007-1 Series 2007-1 Class Series 2007-1 Class 2M1
                                                   Class 1B1 Notes    Class 2B1 Notes           1M1 Notes                   Notes
- ----------------------------------------------------------------------------------------------------------------------------------
                                                                                                          
Citigroup Global Markets Limited                       $28,000,000        $27,000,000         $28,000,000             $27,000,000
- ----------------------------------------------------------------------------------------------------------------------------------
Deutsche Bank Securities Inc.                          $28,000,000        $26,000,000         $28,000,000             $27,000,000
- ----------------------------------------------------------------------------------------------------------------------------------
Morgan Stanley & Co. International Limited             $28,000,000        $27,000,000         $28,000,000             $26,000,000
- ----------------------------------------------------------------------------------------------------------------------------------
Total                                                  $84,000,000        $80,000,000         $84,000,000             $80,000,000
- ----------------------------------------------------------------------------------------------------------------------------------



- -----------------------------------------------------------------------------------------------
Underwriters                                            $94,600,000 of          $30,000,000 of
                                                   Series 2007-1 Class Series 2007-1 Class 2C1
                                                             1C1 Notes                   Notes
- -----------------------------------------------------------------------------------------------
                                                                             
Citigroup Global Markets Limited                           $31,500,000             $10,000,000
- -----------------------------------------------------------------------------------------------
Deutsche Bank Securities Inc.                              $31,500,000             $10,000,000
- -----------------------------------------------------------------------------------------------
Morgan Stanley & Co. International Limited                 $31,600,000             $10,000,000
- -----------------------------------------------------------------------------------------------
Total                                                      $94,600,000             $30,000,000
- -----------------------------------------------------------------------------------------------




                                     S-2