PARAGON LOAN FINANCE (NO. 2) LIMITED: Carichi

All monies due or to become due from the company to the trustee and/or any receiver, the administrator, pfplc, ppf, pcf, cfuk or such other seller, CM29, each swap provider, the reference agent and the principal paying agent under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the trustee and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the trustee and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee on any account whatsoever under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the trustee and/or any receiver under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the chargee under the terms of the aforementioned instrument creating or evidencing the charge

All monies due or to become due from the company to the trustee and/or any receiver. Under the terms of the aforementioned instrument creating or evidencing the charge

All monies and liabilities whatsoever from time to time due or to become due from the company (I) in or to the order of the trustee and/or any receiver (as defined) under the deed of charge dated 28TH june 2001 (as defined),the trust deed (as defined) and the conditions provided herein or therein;(ii) under or in respect of the notes (as defined) and (iii) to the trustee on any account whatsoever

All monies and liabilities whatsoever from time to time due or to become due from the company (I) in or to the order of the trustee and/or any receiver (as defined) under the deed of charge dated 28TH june 2001 (as defined),the trust deed (as defined) and the conditions provided herein or therein;(ii) under or in respect of the notes (as defined) and (iii) to the trustee on any account whatsoever

All monies and liabilities due or to become due from the company to the order of 1.the trustee and/or any receiver under the deed of charge, the trust deed and the conditions, under the notes and to the trustee on any account whatsoever. All monies and liabilities due to 2.the administrator under the administration agreement or any other similar agreement or the deed of charge. 3.To pfplc under the fee, letter, any agreement or under the deed of charge. 4.To ppf or any other seller under any asset sale contract, the administration agreement or the deed of charge. 5.To CMS9 under the fee letter, the subordinated loan agreement or the deed of charge. 6.To each swap provider under the rate swap agreement, any cap agreement and/or any floor agreement, any permitted hedge agreement or the deed of charge. 7.By the company to the reference agent and the principal paying agent respectively under the agency agreemeement or the deed of charge

CMS6 binds and obliges itself and covenants with the security agent as trustee for the CMS6 secured parties to pay and discharge the CMS6 secured amounts and all other secured amounts in accordance with the deed of charge

All monies due or to become due from the company to the chargee under the terms of the deed of charge

CMS6 binds and obliges itself and covenants with the security agent as trustee for the CMS6 secured parties to pay and discharge the CMS6 secured amounts and all other secured amounts in accordance with the deed of charge

All moneys and liabilities whatsoever due or to become due from the company to the chargee under any of the finance documents (as defined) on any account whatsoever, all monies and liabilities whatsoevere due, owing or payable by the company to FFP10 under the CMS6 finance agreement (as defined) and all moneys and liabilities whatsoever due, owing or payable by the company to CMS9 under the CMS6 subordinated loan agreement (as defined)

The company binds and covenants with the chargee as trustee for the company's secured parties (as defined) to pay and discharge the company's secured amounts (as defined) in accordance with the deed of charge

All monies due or to become due from the company to the chargee (and all other persons or companies for the time being acting under the trust deed (as defined) or the deed of charge and assignment referred to below in the capacity of trustee or trustees and their successors and persons deriving title under or through them) as trustee for (amongst others) the administrator and nhl (both as defined in the deed of charge and assignment referred to below) on any account whatsoever under any agreement between the company and,as the case may be,the administrator or nhl for the payment to such person of such fees as the company and such person may at any time and from time to time agree in respect of facilities and services provided to the company by such person and in consequence varying the terms of the deed of sub-charge and assignment dated 31ST october 1990 (but not the charges created thereby)

All monies due or to become due from the company to the chargee and all moneys due or to become due on any account whatsoever to the administrators, the reserve facility provider, the liquidity facility provider and to nhl (all as defined) under the terms of all or any of the security documents and this charge