FIRST FLEXIBLE NO.2 LIMITED

CITICORP TRUSTEE COMPANY LIMITED (THE "TRUSTEE")

A DEED OF CHARGE AND ASSIGNMENT (THE "DEED OF CHARGE") BETWEEN THE ISSUER,CITICORP TRUSTEE COMPANY LIMITED (THE "TRUSTEE") THE MORTGAGE CORPORATION (THE "SERVICER" OR "TMC") MORGAN GUARANTY TRUST COMPANY OF NEW YORK,LONDON BRANCH (THE "SWAP COUNTERPARTY" AND THE "CAP PROVIDER") FIRST ACTIVE FINANCIAL PLC (THE "START-UP LOAN PROVIDER" OR "FAF") & BARCLAYS BANK PLC(THE"RFP")