SOUTHERN PACIFIC RESIDUALS 2 LIMITED: Carichi

All the right, title and interest from time to time in and to each of the assigned documents, meaning the assignment agreements and the custody agreements. See the mortgage charge document for full details.

All its right, title, interest and benefit, present and future, in the security assets, the accounts and in the assigned documents. See the mortgage charge document for full details.

With full title guarantee the company has charged and continued to charge by way of first fixed and floating charge the assets referred to in the deed of charge dated 6 june 2005,. see the mortgage charge document for full details.

With full title guarantee the company continues to charge the assets referred to in the deed of charge including floating charge,. See the mortgage charge document for full details.

Fixed and floating charges over the undertaking and all property and assets present and future including goodwill bookdebts uncalled capital buildings fixtures fixed plant and machinery. See the mortgage charge document for full details.

Right title interest and benefit present and future in the security assets including charged securities & investments by way of first floating charge thw whole of the undertaking and all its property and assets. See the mortgage charge document for full details.

The charged assets being the charged securities being the outstanding detachable coupons in respect of £198,640,000 class a mortgage backed floating rate notes due 2040 issued by southern pacific securities d PLC and any other debt securities acquired by the chargor from time to time and all claims present or future actual or contingent owing to the pledgor from the custodian in connection with amount payable pursuant to the terms of the charged securities and received by the custodian. See the mortgage charge document for full details.

All its right, title, interest and benefit, present and future, in the security assets being the real property; the tangible moveable property; the intellectual property; any goodwill and rights in relation to the uncalled capital of the chargor; the investments; all monetary claims other than any claims which are otherwise subject to a fixed charge or assignment pursuant to the deed of charge and all related rights; the accounts; and the custodian account (if applicable). See the mortgage charge document for full details.

The charged assets being the detachable a coupons issued as part of each of the a notes; and all claims, present or future, actual or contingent, owing to the pledgor from the custodian in connection with amounts payable pursuant to the terms of the charged securities. See the mortgage charge document for full details.

The charged assets being the charged securities and all claims present or future actual or contingent owing to the pledgor from the custodian in connection with amounts payable pursuant to the terms of the charged securities and received by the custodian. See the mortgage charge document for full details.

The chargor with full title guarantee has charged and continues to charge to the security trustee by way of first fixed charge the assets referred to in of clause 3.1 (fixed charge) of the deed of charge all the companys right title and interest from time to time in and to (I) each custodian account which relates to charged securities issued on or before 8 january 2004 and (ii) each of the assigned documents other than each custody agreement which relates to charged securities issued after 8 january 2004 and by way of first floating charge to the security trustee the assets referred to in clause 3.3 (floating charge) of the deed of charge. See the mortgage charge document for full details.

By way of first fixed charge the assets referred to in clause 3.1 (fixed charge) of the security deed the assets referred to in clause 3.2 (assignment by way of security) of the security deed by way of first floating charge the assets referred to in clause 3.3 (floating charge) of the security deed.

The detachable A2 coupons issued. See the mortgage charge document for full details.

Fixed charge over all right,title,interest and benefit in the secured assets,as defined,and to the assigned documents and the custodian account. See the mortgage charge document for full details.

The charged assets and any cash balances standing to the credit of the collateral account no 301-0011132-58-7. see the mortgage charge document for full details.