MORGAN STANLEY MORTGAGE FINANCE (BROADGATE) PLC

In favour of royal exchange trust company limited in its capacity as the trustee pursuant to the bond trust deed (the "bond turstee") on trust for itself and the other issuer secured parties all moneys and liabilities whatsoever which from time to time become due, owing or payable by the company (a) to or to the order of the bond trustee and/or any receiver, (b) to the issuer cash manager, (c) to the corporate services provider, (d) to the swap counterparty (e) to the bond paying agents and/or the agent bank, (f) to the liquidity facility provider, (g) to the issuer account bank, (h) to the note custodian and (I) to the G.U. lender under the terms of various documents (all as defined)