EXHIBIT 4.6






                             Dated 28 January 2004

                          GRANITE MORTGAGES 03-2 PLC

                                   as Issuer

                                    - and -

                             THE BANK OF NEW YORK

                                as Note Trustee






------------------------------------------------------------------------------
                               ISSUER TRUST DEED
                        AMENDMENT AND RESTATEMENT DEED

------------------------------------------------------------------------------





                          SIDLEY AUSTIN BROWN & WOOD
                             1 THREADNEEDLE STREET
                                LONDON EC2R 8AW
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937

<PAGE>

THIS ISSUER TRUST DEED AMENDMENT AND RESTATEMENT DEED is made on 28 January,
2004

BETWEEN:-

(1)    GRANITE MORTGAGES 03-2 PLC (registered number 4684567), 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 "Current Issuer");

(2)    THE BANK OF NEW YORK a New York banking corporation whose London branch
       address is at One Canada Square, 48th Floor, London E14 5AL in its
       capacity (the "Note Trustee").

WHEREAS:-

(A)    On 21 May 2003 the parties to this Deed entered into the Current Issuer
       Trust Deed pursuant to which the Current Issuer Notes were constituted.

(B)    Pursuant to Clause 11.1 of the Current Issuer Trust Deed, the Current
       Issuer and the Note Trustee have agreed to amend Condition 4(D) of the
       Current Issuer Conditions in the manner set out in this Deed.

(C)    With effect from the date hereof, the provisions of the Current Issuer
       Trust Deed and this Deed shall be read and construed as one document.

NOW THIS DEED WITNESSES AND IT IS HEREBY DECLARED as follows:-

1.     Definitions

1.1    The provisions of:

       (a)  the Master Definitions Schedule as amended and restated by (and
            appearing in Appendix 1 to) the Master Definitions Schedule
            Seventh Amendment Deed made on 26 January 2004 (the "Master
            Definitions Schedule") between, among others, the parties hereto,
            and

       (b)  the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy on
            21 May 2003 (the "Issuer Master Definitions Schedule"),

       (as the same have been and may be amended, varied or supplemented from
       time to time with the consent of the parties hereto) are expressly and
       specifically incorporated into and shall apply to this Deed (and the
       recitals hereto). The Issuer Master Definitions Schedule specified
       above shall prevail to the extent that it conflicts with the Master
       Definitions Schedule.

1.2    The Current Issuer Trust Deed as amended and restated pursuant to this
       Deed shall be referred to herein as the "Amended and Restated Current
       Issuer Trust Deed".

1.3    As used in the Amended and Restated Current Issuer Trust Deed the terms
       "Current Issuer Trust Deed", "this Current Issuer Trust Deed", "this
       Deed", "herein",


<PAGE>

       "hereinafter", "hereof", "hereto" and other words of similar import
       shall mean or refer to the Amended and Restated Current Issuer Trust
       Deed, unless the context otherwise specifically requires.

2.     Amendment

       Condition 4(D) of the Current Issuer Conditions shall be and is hereby
amended as follows:

2.1    Condition 4(D)(i) shall be deleted in its entirety and replaced with
       the following:

       "(i)   The Agent Bank shall, as soon as practicable after the Quotation
              Time on each Interest Determination Date, determine and notify
              the Current Issuer, the Current Issuer Cash Manager, the Note
              Trustee and the Paying Agents of (i) the Rates of Interest
              applicable to each Class of Notes for the relevant Interest
              Period, (ii) the Interest Amount payable in respect of each
              class of Notes for the relevant Interest Period and (iii) the
              Note Interest Amount payable in respect of each Note for the
              relevant Interest Period."

2.2    Condition 4(D)(iii) of the Conditions shall be deleted in its entirety
       and replaced with the following:

       "(iii) The amount of interest in respect of each class of Notes in
              respect of an Interest Period (in each case, the "Interest
              Amount") shall be determined by applying the relevant Rate of
              Interest to the aggregate Principal Amount Outstanding of the
              relevant class of Notes, multiplying the sum by the applicable
              day count fraction described in Condition 4(A) and rounding the
              resultant figure to the nearest cent, amounts equal to or above
              half a cent being rounded upwards and amounts below half a cent
              being rounded downwards (in the case of Dollar Notes and the
              Euro Notes) and the nearest penny, amounts equal to or above
              half a penny being rounded upwards and amounts below half a
              penny being rounded downwards (in the case of the Sterling
              Notes).

              The amount of interest in respect of each Note in respect of an
              Interest Period (in each case, the "Note Interest Amount") shall
              be the proportion of the relevant Interest Amount in relation to
              the relevant class of Notes on such date equal to the proportion
              that the Principal Amount Outstanding of the relevant Note bears
              to the aggregate Principal Amount Outstanding of the relevant
              class of Notes rounding the resulting figure to the nearest
              cent, amounts equal to or above half a cent being rounded
              upwards and amounts below half a cent being rounded downwards
              (in respect of the Dollar Notes and the Euro Notes) and the
              nearest penny, amounts equal to or above half a penny being
              rounded upwards and amounts below half a penny being rounded
              downwards (in respect of the Sterling Notes)."



                                      2
<PAGE>

3.     Contracts (Rights of Third Parties) Act 1999

       No person shall have any right to enforce any provision of this Deed or
       any provision of the Trust Deed (as amended and restated in accordance
       with this Deed) under the Contract (Rights of Third Parties) Act 1999.

4.     Counterparts

       This Deed may be executed in any number of counterparts, and has the
       same effect as if the signatures on the counterparts were on a single
       copy of this Deed.

5.     Governing Law

5.1    This Deed is governed by, and shall be construed in accordance with,
       English law.

5.2    Each of the parties hereto irrevocably agrees that the courts of
       England shall have jurisdiction to hear and determine any suit, action
       or proceeding, and to settle any disputes, which may arise out of or in
       connection with this Deed and, for such purposes, irrevocably submits
       to the jurisdiction of such courts.



                                      3
<PAGE>

                                EXECUTION PAGE

IN WITNESS whereof this Deed has been executed as a deed by each of the
parties hereto the day and year first above written.

<TABLE>
<CAPTION>
<S>                                                  <C>
The Current Issuer

Executed by

GRANITE MORTGAGES 03-2 PLC
as its deed as follows:                              By:_____________________________________
Signed for and on its behalf by one of its                  Director
directors and by another of its directors/its
secretary
                                                     Name:___________________________________



                                                     By:_____________________________________
                                                            Director/Secretary


                                                     Name:___________________________________




The Note Trustee

Executed by

THE BANK OF NEW YORK
as its deed as follows:                              By:_____________________________________
Signed for and on its behalf by one of its duly          Duly Authorised Attorney/Signatory
authorised attorneys/signatories

                                                     Name:____________________________________
</TABLE>



                                      4
<PAGE>

                                  Appendix 1

                           Current Issuer Trust Deed





                                DATED 21 MAY 2003
                                _________________





                           GRANITE MORTGAGES 03-2 PLC
                                as Current Issuer






                                       and






                              THE BANK OF NEW YORK
                                 as Note Trustee







                        _________________________________

                                ISSUER TRUST DEED
                        _________________________________












                           SIDLEY AUSTIN BROWN & WOOD
                              1 THREADNEEDLE STREET
                                  LONDONEC2R8AW
                             TELEPHONE 020 7360 3600
                             FACSIMILE 020 7626 7937



<PAGE>



                            CROSS-REFERENCE TABLE*

Section of Trust
Indenture Act of
1939, as amended                                             Section of Deed

310(a)..................................................................14.2

310(b)..................................................................14.2

310(c)..........................................................Inapplicable

311(a)..............................................................10.3(kk)

311(b)..............................................................10.3(kk)

311(c)..........................................................Inapplicable

312(a).................................................................5(ee)

312(b)..................................................................19.2

312(c)..................................................................19.2

313.................................................................10.3(jj)

314(a)..................................................................5(u)

314(b).................................................................5(gg)

314(c)............................................................16.1, 17.1

314(d)..................................................................17.1

314(e)..................................................................16.2

315(a)................................................................. 10.1

315(b)..................................................................10.8

315(c)...................................................................2.7

315(d).................................................................10.12

316(a).............................................................7.2, 11.2

316(b)................................................................2.2(d)

316(c)...................................................................7.2

317(a)...................................................................6.1

317(b)..................................................................5(p)

318(a)....................................................................15

318(b)..................................................................17.4

318(c)...................................................................1.4

*   This  Cross-Reference Table does not constitute part of this Deed and shall
not affect the interpretation of any of its terms or provisions.




                                       i


<PAGE>


                               TABLE OF CONTENTS
CLAUSE                                                                     PAGE

1.    Definitions.............................................................1

2.    Covenant to Repay etc...................................................3

3.    Form, Issue and Deposit of Note Certificates............................6

4.    Covenant of Compliance..................................................9

5.    Covenants by the Current Issuer.........................................9

6.    Enforcement............................................................15

7.    Proceedings, Actions and Indemnification...............................16

8.    Application of Moneys etc..............................................18

9.    Remuneration and Indemnification of Note Trustee.......................19

10.   Supplement to the Trustee Acts.........................................21

11.   Modification and Waiver................................................32

12.   Entitlement to Treat holder as owner...................................33

13.   Currency Indemnity.....................................................33

14.   Appointment, Removal and Retirement of Note Trustee....................34

15.   Trust Indenture Act Prevails...........................................36

16.   Certificates and Opinions..............................................36

17.   Release of Collateral..................................................37

18.   Rights Cumulative......................................................38

19.   Notices................................................................38

20.   Third Party Rights.....................................................39

21.   Execution in Counterparts; Severability................................39

22.   Governing Law and Jurisdiction; Appropriate Forum......................39

SCHEDULE 1 FORMS OF GLOBAL NOTE CERTIFICATES.................................40
SCHEDULE 2 FORMS OF INDIVIDUAL NOTE CERTIFICATES.............................78
SCHEDULE 3 CURRENT ISSUER CONDITIONS OF THE NOTES...........................105
SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS...........................146



                                       ii

<PAGE>


THIS ISSUER TRUST DEED is made on 21 May 2003

BETWEEN:

(1)   GRANITE  MORTGAGES  03-2 PLC (registered number 4684567) 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  as Current
      Issuer; and

(2)   THE BANK OF NEW YORK, a New York banking  corporation  acting through its
      London branch at  48th Floor, One Canada Square, Canary Wharf, London E14
      5AL in its capacity as Note Trustee.

WHEREAS:

(A)   By a resolution of a duly authorised Board of Directors  of  the  Current
      Issuer  passed  on 15 May 2003 the Current Issuer authorised the creation
      and issue of the Current Issuer Notes.

(B)   The Note Trustee  has  agreed to act as trustee of these presents for the
      benefit  of the Noteholders  upon  and  subject  to  the  Current  Issuer
      Conditions.

NOW THIS ISSUER TRUST DEED WITNESSES AND IT IS AGREED AND DECLARED:

1.    DEFINITIONS

1.1   The provisions of:

      (a)    the  Master  Definitions  Schedule as amended and restated by (and
             appearing as Appendix 1 to)  the Master Definitions Schedule Fifth
             Amendment Deed made on 21 May  2003  between,  among  others,  the
             Seller, Funding and the Mortgages Trustee, and

      (b)    the  Issuer Master Definitions Schedule signed for the purposes of
             identification  by Sidley Austin Brown & Wood and Allen & Overy on
             21 May 2003,

      (as the same have been and  may  be  amended, varied or supplemented from
      time to time with the consent of the parties  hereto)  are  expressly and
      specifically incorporated into and shall apply to this Deed.

      The Issuer Master Definitions Schedule specified above shall  prevail  to
      the extent that it conflicts with the Master Definitions Schedule.

1.2   All references in these presents:

      (a)    to  principal  and/or  premium  and/or  interest in respect of the
             Current  Issuer  Notes  or to any monies payable  by  the  Current
             Issuer under these presents shall be deemed to include a reference
             to any additional amounts  which  may  be  payable under Condition
             4(B) (Payment Dates and Interest Periods) or, if applicable, under
             any undertaking or covenant given pursuant to Clause 2.2 (Covenant
             to Repay).

                                        1

<PAGE>

      (b)    to "THESE PRESENTS" and/or to "THIS DEED" means  this  Trust Deed,
             the schedules hereto, any deed expressed to be supplemental hereto
             and  the  Current  Issuer Deed of Charge all as from time to  time
             supplemented  or  modified   in  accordance  with  the  provisions
             contained  in  these  presents and/or  where  applicable,  therein
             contained.

      (c)    to guarantees or to an obligation being guaranteed shall be deemed
             to  include  respectively  references  to  indemnities  or  to  an
             indemnity being given in respect thereof.

      (d)    to any action,  remedy or method of proceeding for the enforcement
             of the rights of  creditors shall be deemed to include, in respect
             of any jurisdiction other than England, references to such action,
             remedy or method of  proceeding  for the enforcement of the rights
             of  creditors available or appropriate  in  such  jurisdiction  as
             shall  most nearly approximate to such action, remedy or method of
             proceeding described or referred to in these presents.

      (e)    to taking  proceedings  against the Current Issuer shall be deemed
             to include references to  proving in the winding up of the Current
             Issuer.

      (f)    to DTC, Euroclear and Clearstream,  Luxembourg  shall be deemed to
             include references to any other or additional clearing  system  as
             may be approved in writing by the Note Trustee.

1.3   Unless  the context otherwise requires words or expressions used in these
      presents  shall  bear  the  same meanings as in the Companies Act 1985 of
      England.

1.4   Whenever these presents refers to a provision of the Trust Indenture Act,
      the provision is incorporated  by  reference  in  and  made part of these
      presents.   All  other  Trust Indenture Act terms used in these  presents
      that  are  defined by the Trust  Indenture  Act,  defined  in  the  Trust
      Indenture Act by reference to another statute or defined by SEC rule have
      the meanings assigned to them in the Trust Indenture Act.

1.5   For the purposes  of  determining whether a direction, request or consent
      has been received from  the holders of at least 25 per cent. in Principal
      Amount  Outstanding  of  any   class   of  Notes,  the  Principal  Amount
      Outstanding of any Note denominated in Dollars or Euro shall be converted
      into Sterling at the relevant Dollar Currency  Swap Rate or Euro Currency
      Swap Rate, as the case may be.

1.6   "OUTSTANDING" means, in relation to the Current  Issuer  Notes,  all  the
      Current Issuer Notes other than:

             (a)   those  which  have  been  redeemed  in accordance with these
                   presents;

             (b)   those  in  respect  of  which  the  date for  redemption  in
                   accordance  with  the  provisions  of  the   Current  Issuer
                   Conditions has occurred and for which the redemption  moneys
                   (including  all  interest  accrued  thereon to such date for
                   redemption) have been duly paid to the  Note  Trustee or the
                   Principal  Paying  Agent in the manner provided for  in  the
                   Current  Issuer Paying  Agent and Agent Bank Agreement (and,
                   where

                                        2

<PAGE>

             appropriate,  notice to that effect has been given to the  relevant
             class or classes of  Noteholders  in accordance  with  Condition 14
             (Notice  to  Noteholders))  and  remain  available  for  payment in
             accordance with the Current Issuer Conditions;

             (c)   those  which   have   been  purchased  and  surrendered  for
                   cancellation  as  provided   in   Condition  5  (Redemption,
                   Purchase and Cancellation) and notice of the cancellation of
                   which has been given to the Note Trustee;

             (d)   those   which   have   become   void   under   Condition   7
                   (Prescription);

             (e)   those mutilated or defaced Note Certificates which have been
                   surrendered or cancelled and in respect of which replacement
                   Note Certificates have been issued pursuant  to Condition 13
                   (Replacement of Notes);

             (f)   (for  the  purpose  only of ascertaining the amount  of  the
                   Current Issuer Notes  outstanding  and  without prejudice to
                   the  status  for  any other purpose of the relevant  Current
                   Issuer Notes) those  Note  Certificates which are alleged to
                   have been lost, stolen or destroyed  and in respect of which
                   replacements  have  been  issued pursuant  to  Condition  13
                   (Replacement of Notes);

             (provided that) for each of the following purposes, namely:

             (i)   the right to attend and vote  at  any Meeting (as defined in
                   Schedule 4 (Provisions for Meetings of Noteholders) hereto);

             (ii)  the determination of how many and which Current Issuer Notes
                   are  for  the time being outstanding  for  the  purposes  of
                   Clauses 7 (Proceedings,  Actions  and  Indemnification)  and
                   11.2  (Waiver),  Condition  10  (Enforcement  of  Notes) and
                   Schedule 4 (Provisions for Meetings of Noteholders); and

             (iii) any  discretion,  power  or authority, whether contained  in
                   these presents or provided by law, which the Note Trustee is
                   required to exercise in or  by reference to the interests of
                   the Noteholders or any of them,

             those Current Issuer Notes (if any)  which  are for the time being
             held  by  any  person (including but not limited  to  the  Current
             Issuer or any subsidiary or affiliate of either for the benefit of
             the Current Issuer  or  any  subsidiary or affiliate shall (unless
             and  until  ceasing  to  be  so held)  be  deemed  not  to  remain
             outstanding.

2.    COVENANT TO REPAY ETC.

2.1   THE CURRENT ISSUER NOTES: The aggregate principal amount of:

      (a)    the Series 1 Class A1 Notes is limited to US$1,245,000,000;

      (b)    the Series 1 Class A2 Notes is limited to US$1,006,000,000;


                                        3

<PAGE>

      (c)    the Series 1 Class A3 Notes is limited to US$500,000,000;

      (d)    the Series 1 Class B Notes is limited to US$76,500,000;

      (e)    the Series 1 Class C Notes is limited to US$10,500,000;

      (f)    the Series 2 Class A Notes is limited to [e]300,000,000;

      (g)    the Series 2 Class B Notes is limited to [e]72,900,000;

      (h)    the Series 2 Class M Notes is limited to [e]52,300,000;

      (i)    the Series 2 Class C1 Notes is limited to [e]16,000,000;

      (j)    the Series 2 Class C2 Notes is limited to [e]65,500,000;

      (k)    the     Series    3    Class    A    Notes    is     limited     to
             {pound-sterling}352,280,000;
      (l)    the     Series    3    Class    C    Notes    is     limited     to
             {pound-sterling}15,000,000.

2.2   COVENANT TO REPAY: The Current  Issuer  covenants  with  the Note Trustee
      that  it  will, in accordance with these presents, on the Final  Maturity
      Date of the  Current Issuer Notes, or on such earlier date as the same or
      any part thereof  may  become  due and repayable thereunder in accordance
      with  the  Current  Issuer  Conditions,   pay   or  procure  to  be  paid
      unconditionally to or to the order of the Note Trustee  in Sterling, Euro
      or US dollars, as applicable, in London or New York City,  as applicable,
      in  immediately  available  funds  or same day funds, as applicable,  the
      principal amount of the Current Issuer  Notes  repayable on that date and
      shall in the meantime and until all such payments  (both before and after
      any  judgment  or other order of a court of competent  jurisdiction)  are
      duly made (subject  to  the  provisions of the Current Issuer Conditions)
      pay or procure to be paid unconditionally  to or to the order of the Note
      Trustee as aforesaid interest (which shall accrue from day to day) on the
      Principal Amount Outstanding of the Current Issuer Notes at the rates set
      out in or (as the case may be) calculated from time to time in accordance
      with  Condition  4 (Interest) and on the dates  on  which  such  interest
      becomes due and payable  in accordance with the Current Issuer Conditions
      provided that:

      (a)    every payment of principal  or  interest in respect of the Current
             Issuer Notes or any of them to or  to  the  account  of the Paying
             Agents  in the manner provided in the Current Issuer Paying  Agent
             and Agent  Bank  Agreement shall operate in satisfaction pro tanto
             of the relative covenant  by  the  Current  Issuer  in this Clause
             except  to  the  extent  that  there  is default in the subsequent
             payment thereof to the Noteholders in accordance  with the Current
             Issuer Conditions;

      (b)    if any payment of principal or interest in respect  of the Current
             Issuer  Notes  or any of them is made after the due date,  payment
             shall be deemed not to have been made until either the full amount
             is paid to the Noteholders  or,  if earlier, the seventh day after
             notice has been given to the Noteholders  in  accordance  with the
             Current  Issuer  Conditions that the full amount has been received
             by the Note Trustee or the Paying Agents, to the extent that there
             is a failure in the  subsequent  payment  to Noteholders under the
             Current Issuer Conditions;


                                        4

<PAGE>

      (c)    in  any  case  where  payment  of  the whole or any  part  of  the
             principal amount of any Current Issuer Note is improperly withheld
             or refused upon due presentation thereof  (if  so  provided in the
             Current  Issuer  Paying  Agent and Agent Bank Agreement)  interest
             shall accrue on the whole  or  such  part of such principal amount
             which has been so withheld or refused  (both  before and after any
             judgment or other order of a court of competent  jurisdiction)  at
             the   rates   aforesaid  from  and  including  the  date  of  such
             withholding or  refusal up to and including the date on which such
             principal amount  due  is  paid to the Noteholders or (if earlier)
             the  seventh day after notice  is  given  to  the  Noteholders  in
             accordance with the Current Issuer Conditions that the full amount
             (including  interest  as  aforesaid)  payable  in  respect  of the
             principal  amount  is  available  for payment, provided that, upon
             further due presentation thereof (if  so  provided  in the Current
             Issuer Paying Agent and Agent Bank Agreement), such payment  is in
             fact made; and

      (d)    notwithstanding any other provision of these presents, pursuant to
             Section  316(b)  of  the  Trust  Indenture  Act  the  right of any
             Noteholder  to  receive payment of principal and interest  on  the
             Current  Issuer Notes,  on  or  after  the  respective  due  dates
             expressed  in  the  Current Issuer Notes, or to bring suit for the
             enforcement of any such payment on or after such respective dates,
             shall not be impaired  or  affected  without  the  consent  of the
             Noteholder.

2.3   ADDITIONAL INTEREST: The Current Issuer shall pay Additional Interest  in
      accordance with Condition 4(B) (Payment Dates and Interest Periods).

2.4   ON  TRUST:  The  Note  Trustee  will  hold  the  benefit of the covenants
      contained  in this Clause 2 (Covenant to Repay, etc)  on  trust  for  the
      Noteholders and itself in accordance with these presents.

2.5   NOTE TRUSTEE'S  REQUIREMENTS  REGARDING AGENTS, ETC.: At any time after a
      Note Event of Default shall have  occurred  (which  shall  not  have been
      waived  by  the  Note  Trustee  or  remedied  to its satisfaction) or the
      Current Issuer Notes shall otherwise have become  due  and  repayable  or
      Individual  Note  Certificates  have  not been issued when so required in
      accordance with these presents and the Global Note Certificates, the Note
      Trustee may:

      (a)    by notice in writing to the Current  Issuer,  the Principal Paying
             Agent, the US Paying Agent, the Agent Bank, the Transfer Agent and
             the Registrar require such Agents or any of them  pursuant  to the
             Current Issuer Paying Agent and Agent Bank Agreement:

             (i)   to  act  thereafter,  and  until otherwise instructed by the
                   Note Trustee, as Agents respectively  of the Note Trustee on
                   the terms provided in the Current Issuer  Paying  Agent  and
                   Agent  Bank  Agreement  (with  consequential  amendments  as
                   necessary  and  save that the Note Trustee's liability under
                   any provisions thereof for the indemnification, remuneration
                   and payment of out-of-pocket expenses of the Agents shall be
                   limited to the amounts  for  the time being held by the Note
                   Trustee  on the trusts of these  presents  relating  to  the
                   Current Issuer  Notes  and  available  for such purpose) and
                   thereafter  to  hold  all Note


                                        5

<PAGE>

                   Certificates and all sums, documents and records held by them
                   in  respect  of  Current  Issuer  Notes on behalf of the Note
                   Trustee; and/or

             (ii)  to deliver up all Note Certificates and all  sums, documents
                   and  records  held by them in respect of the Current  Issuer
                   Notes to the Note  Trustee  or  as  the  Note  Trustee shall
                   direct  in  such notice provided that such notice  shall  be
                   deemed not to  apply  to  any documents or records which the
                   relevant Agent or the Registrar,  as  the  case  may  be, is
                   obliged not to release by any law or regulation; and/or

      (b)    by notice in writing to the Current Issuer require it to make  all
             subsequent  payments  in respect of the Current Issuer Notes to or
             to the order of the Note Trustee with effect from the issue of any
             such  notice  to the Current  Issuer  and  until  such  notice  is
             withdrawn, Clause  2.2(a)  above  relating  to  the Current Issuer
             Notes shall cease to have effect.

2.6   INTEREST FOLLOWING DEFAULT: The rate of interest payable  in  respect  of
      the Current Issuer Notes if they become immediately repayable pursuant to
      a  notice  given  to  the  Note  Trustee  pursuant  to the Current Issuer
      Conditions shall be calculated at three monthly intervals,  the  first of
      which shall commence on the expiry of the Interest Period (as defined  in
      the  Current  Issuer  Conditions)  during  which the Current Issuer Notes
      become  so repayable, in accordance with the  Current  Issuer  Conditions
      (with consequential  amendments  as  necessary)  except that the rates of
      interest need not be published.

2.7   EXERCISE  BY TRUSTEE FOLLOWING DEFAULT: If a Note Event  of  Default  has
      occurred and is continuing, the Note Trustee shall exercise any or all of
      the rights  and  powers  vested  in it by these presents and use the same
      degree  of  care and skill in its exercise  as  a  prudent  person  would
      exercise or use  under  the circumstances in the conduct of such person's
      own affairs in accordance with Section 315(c) of the Trust Indenture Act.

3.    FORM, ISSUE AND DEPOSIT OF NOTE CERTIFICATES

3.1   GLOBAL NOTE CERTIFICATES:

      (a)    The US Notes will  be  initially  offered  and  sold pursuant to a
             Registration Statement filed with the SEC.  Each  class  of the US
             Notes  will  be  issued  in  fully  registered  global form and be
             initially represented by a US Global Note Certificate  and  which,
             in  aggregate,  will  represent  the  aggregate  Principal  Amount
             Outstanding of the US Notes.

      (b)    The  Reg  S  Notes  will be initially offered and sold outside the
             United States to non-US  persons pursuant to Reg S.  Each class of
             the Reg S Notes will be issued in fully registered global form and
             be initially represented by  a  Reg  S Global Note Certificate and
             which, in aggregate, will represent the aggregate Principal Amount
             Outstanding of the Reg S Notes.

      (c)    The Global Note Certificates shall be issued by the Current Issuer
             and (1) in the case of the Dollar Notes,  the  Dollar  Global Note
             Certificates  will  be  registered  in  the name of Cede & Co.  as
             nominee for DTC, and be deposited with, the  DTC Custodian and (2)
             in  the case of the Euro Notes and the Sterling


                                        6

<PAGE>

             Notes,  the Euro Global Note  Certificates  and the Sterling Global
             Note  Certificates  will  be  registered  in the  name  of  Citivic
             Nominees  Limited as nominee for, and will be deposited  with,  the
             Common Depositary.

      (d)    Interests in the US Global Note  Certificates and the Reg S Global
             Note Certificates shall be exchangeable,  in accordance with their
             respective  terms  and as set out in Clause 3.3  (Individual  Note
             Certificates) hereof, for Individual Note Certificates.

3.2   FORM OF GLOBAL NOTE CERTIFICATES:  The  Global Note Certificates shall be
      printed or typewritten and shall be in the  form  or substantially in the
      respective   forms   set  out  in  Schedule  1  (Forms  of  Global   Note
      Certificates) and may  be  a  facsimile  which  the  Current Issuer shall
      deposit with the DTC Custodian or the Common Depositary,  as the case may
      be.  Each Global Note Certificate shall represent such of the outstanding
      Current Issuer Notes of the relevant class as shall be specified  therein
      and  shall  be  endorsed  with the relevant Current Issuer Conditions and
      each shall provide that it shall represent the aggregate Principal Amount
      Outstanding of the relevant  class  of  Current Issuer Notes from time to
      time  endorsed  on  the relevant Global Note  Certificate  and  that  the
      aggregate  Principal Amount  Outstanding  of  the  Current  Issuer  Notes
      represented  thereby  may  from  time to time be reduced or increased, as
      appropriate, to reflect exchanges,  redemptions,  purchases and transfers
      of interests therein in accordance with the terms of  these  presents and
      the  Current Issuer Paying Agent and Agent Bank Agreement.  Any  notation
      on the  Register to reflect the amount of any increase or decrease in the
      Principal Amount Outstanding of the Current Issuer Notes represented by a
      Global Note Certificate shall be made by or on behalf of the Registrar in
      accordance  with  such  Global  Note  Certificate  and the Current Issuer
      Paying  Agent  and  Agent  Bank Agreement.  The Global Note  Certificates
      shall be issued only in registered  form  without  coupons  or talons and
      signed  manually  or  in  facsimile  by  a person duly authorised by  the
      Current Issuer on behalf of the Current Issuer  and  the  Current  Issuer
      shall procure that the Global Note Certificates shall be authenticated by
      or  on  behalf  of  the  Registrar  on the Closing Date.  The Global Note
      Certificates so executed and authenticated  shall  be  binding  and valid
      obligations  of  the  Current  Issuer,  notwithstanding  that  such  duly
      authorised  person  no longer holds that office at the time the Registrar
      authenticates the relevant Global Note Certificate.  Title to the Current
      Issuer Notes shall only pass by and upon the registration in the Register
      in respect thereof in  accordance  with  the  provisions  of  the Current
      Issuer Paying Agent and Agent Bank Agreement.

3.3   INDIVIDUAL  NOTE  CERTIFICATES: The Current Issuer shall issue Individual
      Note Certificates only  if one or more of the following applies while the
      Current Issuer Notes are represented by Global Note Certificates.  At any
      time after the 40th day following  the  later of the Closing Date and the
      date of the issue of such Global Note Certificates:

      (a)    (i) (in the case of the Dollar Global  Note  Certificates) DTC has
             notified the Current Issuer that it is at any  time  unwilling  or
             unable  to  continue  as,  or  has ceased to be, a clearing agency
             registered  under  the  Exchange  Act,  and  a  successor  to  DTC
             registered as a clearing agency under the Exchange Act is not able
             to  be appointed by the Current Issuer  within  90  days  of  such
             notification;  or  (ii)  (in  the  case  of  the  Euro Global Note
             Certificates  and  the  Sterling  Global  Note Certificates)  both
             Euroclear and Clearstream,


                                        7

<PAGE>

             Luxembourg  are closed for business  for a continuous  period of 14
             days (other than by reason of holiday,  statutory or  otherwise) or
             announce an intention permanently to cease business and do so cease
             to do business and no alternative  clearing system  satisfactory to
             the Note Trustee is available; or

      (b)    as  a result of any amendment  to,  or  change  in,  the  laws  or
             regulations  of  the  United  Kingdom  (or  of  any political sub-
             division  thereof) or of any authority therein or  thereof  having
             power to tax  or  in  the  interpretation  or  administration by a
             revenue  authority or a court or administration of  such  laws  or
             regulations  which becomes effective on or after the Closing Date,
             the Current Issuer  or  any Paying Agent is or will be required to
             make any deduction or withholding  from  any payment in respect of
             the  Current  Issuer Notes which would not be  required  were  the
             Current Issuer Notes represented by Individual Note Certificates.

      If required by this Clause  3.3  (Individual Note Certificates), then the
      Current Issuer shall, at its sole  cost and expense within 30 days of the
      occurrence of the relevant event, issue  Individual  Note Certificates of
      the  same class as the class of Current Issuer Notes represented  by  the
      relevant Global Note Certificate.

      If Individual  Note  Certificates  are  issued,  the beneficial interests
      represented by the Reg S Global Note Certificate representing  each class
      shall  be  exchanged  by  the  Current  Issuer  for Reg S Individual Note
      Certificates  of that class and the beneficial interests  represented  by
      the US Global Note Certificate representing each class shall be exchanged
      by the Current Issuer for US Individual Note Certificates of that class.

3.4   FORM OF INDIVIDUAL NOTE  CERTIFICATES:  The Individual  Note  Certificates
      shall be printed or  typewritten in accordance  with all applicable  legal
      and stock exchange requirements and be in the form or substantially in the
      relevant   form  set  out  in  Schedule  2  (Forms  of   Individual   Note
      Certificates).  Individual Note Certificates will be in the denominations,
      and  transferable  in units, of (i) US$1,000 and US$10,000 (in the case of
      the Dollar Notes) (ii) {pound-sterling}1,000 or {pound-sterling}10,000 (in
      the case of the Sterling  Notes) (iii)  [e]1,000 or [e]10,000 (in the case
      of the Euro Notes) each, shall be serially  numbered and shall be endorsed
      with the relevant Current Issuer  Conditions and a form of transfer in the
      form or  substantially  in the  relevant  form also set out in  Schedule 2
      (Forms of Individual  Note  Certificates).  Title to the  Individual  Note
      Certificates  shall only pass by and upon the registration in the Register
      in respect thereof in accordance with the provisions of the Current Issuer
      Paying Agent and Agent Bank Agreement.  The Individual  Note  Certificates
      shall  be  issued  only in  registered  form  and  signed  manually  or in
      facsimile  by a person  duly  authorised  by or on behalf  of the  Current
      Issuer and the Current  Issuer  shall  procure  that the  Individual  Note
      Certificates shall be authenticated by or on behalf of the Registrar. Each
      Individual  Note  Certificate  so executed  and  authenticated  shall be a
      binding and valid  obligation of the Current Issuer  notwithstanding  that
      such duly  authorised  person no longer  holds that office at the time the
      Registrar authenticates the relevant Individual Note Certificate.

3.5   INDEMNITY: If the Current Issuer is obliged to issue or procure the issue
      of any Individual Note  Certificate  pursuant  to  Clause 3.3 (Individual
      Note Certificates) but fails to do so within 30 days of the occurrence of
      the   relevant   event   described   in   Clause  3.3  (Individual   Note
      Certificates), then the Current Issuer shall  indemnify  the


                                        8

<PAGE>

      Note  Trustee  and the  relevant  Noteholders  and keep  them  indemnified
      against any loss or damage  incurred by any of them if the amount received
      by the Note Trustee or the relevant  Noteholders in respect of the Current
      Issuer  Notes is less than the amount  that would have been  received  had
      Individual  Note  Certificates  been issued in accordance  with Clause 3.4
      (Form of Individual Note Certificates).  If and for so long as the Current
      Issuer discharges its obligations under this indemnity,  the breach by the
      Current  Issuer of the  provisions of Clause 3.4 (Form of Individual  Note
      Certificates) shall be deemed to be cured ab initio.

4.    COVENANT OF COMPLIANCE

4.1   COVENANT: The Current Issuer covenants with the Note Trustee that it will
      comply with and perform and observe all the provisions of these presents,
      the  Current  Issuer Notes (including the Current Issuer Conditions), the
      Current Issuer  Deed of Charge, the Current Issuer Paying Agent and Agent
      Bank Agreement, and the documents executed pursuant thereto and the other
      Current Issuer Transaction Documents. The Current Issuer Conditions shall
      be binding on the  Current  Issuer, the Noteholders, the Note Trustee and
      all persons claiming through  or  under  any of them.  The Current Issuer
      Notes are subject to the provisions of these presents, all of which shall
      be binding on the Current Issuer, the Noteholders,  the  Note Trustee and
      all persons claiming through or under any of them.

4.2   ON  TRUST:  The  Note  Trustee  shall  hold  the benefit of the covenants
      contained in this Clause 4 (Covenant of Compliance) upon trust for itself
      and the Noteholders according to its and their respective interests.

5.    COVENANTS BY THE CURRENT ISSUER

      The Current Issuer hereby covenants with the Note  Trustee  that, so long
      as any of the Current Issuer Notes remains outstanding, it will:

      (a)    BOOKS  AND  RECORDS:  at all times keep such books of account  and
             records as may be necessary to comply with all applicable laws and
             so as to enable accounts  of the Current Issuer to be prepared and
             allow  the Note Trustee and  any  person  appointed  by  the  Note
             Trustee  free  access  to such books of account and records at all
             reasonable times during normal business hours;

      (b)    ACCOUNTS FOR STOCK EXCHANGE: cause to be prepared and certified by
             the Auditors of the Current  Issuer  in  respect of each Financial
             Year, accounts in such form as will comply with all relevant legal
             and  accounting  requirements and all requirements  for  the  time
             being of any stock  exchange,  competent  listing authority and/or
             quotation  system on which the Current Issuer  Notes  are  listed,
             quoted and/or traded;

      (c)    NOTEHOLDER INFORMATION:  send  to  the  Note Trustee two copies of
             every balance sheet, profit and loss account, report, circular and
             notice of general meeting and every other  document issued or sent
             to  its  shareholders  or  holders of securities  other  than  its
             shareholders (including the Noteholders) (or any class of them) as
             soon as practicable after the issue or publication thereof;


                                        9

<PAGE>


      (d)    INFORMATION:  so  far as permitted  by  applicable  law,  give  or
             procure  to  be  given   to   the   Note  Trustee  such  opinions,
             certificates, information and evidence  as it shall require and in
             such form as it shall require, including  without  limitation  the
             procurement  by the Current Issuer of all such certificates called
             for by the Note  Trustee pursuant to these presents or the purpose
             of  the discharge or  exercise  of  the  duties,  trusts,  powers,
             authorities  and  discretions vested in it under these presents or
             by operation of law;

      (e)    NOTICE OF NOTE EVENT  OF  DEFAULT:  give  notice in writing to the
             Note Trustee forthwith upon becoming aware  of  the  occurrence of
             any Note Event of Default or any Potential Note Event  of  Default
             immediately  upon becoming aware thereof, including the status  of
             any such default  or  matter and what action the Current Issuer is
             taking  or proposes to take  with  respect  thereto,  and  without
             waiting for the Note Trustee to take any action;

      (f)    CERTIFICATES  RELATING  TO FINANCIAL INFORMATION: give to the Note
             Trustee  (a) within 14 days  after  demand  by  the  Note  Trustee
             therefor and  (b)  (without  the  necessity  for  any such demand)
             promptly after the publication of its audited accounts  in respect
             of  each  Financial Year commencing with the Financial Year  first
             ending after  the  date hereof and in any event not later than 180
             days after the end of  each  such  Financial  Year  a  certificate
             signed  by two directors of the Current Issuer to the effect  that
             as at a date  not  more  than seven days prior to the date of such
             certificate (the "CERTIFICATION DATE") there did not exist and had
             not  existed  since  the  certification   date   of  the  previous
             certificate (or in the case of the first such certificate the date
             hereof)  any Note Event of Default (or if such exists  or  existed
             specifying the same) and that during the period from and including
             the certification  date  of  the  last such certificate (or in the
             case  of  the  first such certificate  the  date  hereof)  to  and
             including the certification  date  of such certificate the Current
             Issuer has complied, with all its obligations  contained  in these
             presents  and each of the Current Issuer Transaction Documents  to
             which it is  a  party  or (if such is not the case) specifying the
             respects in which it has not so complied;


      (g)    NOTICE  OF DEFERRAL OF PAYMENTS:  as  soon  as  practicable  after
             becoming  aware  that  any  part  of  a payment of interest on the
             Current Issuer Notes will be deferred or that a payment previously
             deferred will be made in accordance with  Condition  4 (Interest),
             give  notice  thereof  to  the Noteholders in accordance with  the
             Current Issuer Conditions and,  for  so long as the Current Issuer
             Notes are listed on the Official List  of the UK Listing Authority
             and admitted to trading by the London Stock  Exchange  and/or such
             other  exchange(s) or securities market(s) upon which the  Current
             Issuer Notes may become listed, to the UK Listing Authority and to
             the  London  Stock  Exchange  and/or  such  other  exchange(s)  or
             securities market(s);

      (h)    FURTHER  ASSURANCES: so far as permitted by applicable law, at all
             times execute  and  do all such further documents, acts and things
             as may be necessary at  any  time  or  times in the opinion of the
             Note  Trustee  to  give  effect to these presents  and  the  other
             Current Issuer Transaction Documents;

                                       10

<PAGE>


      (i)    AGENT BANK, REFERENCE BANKS  ETC.:  at all times maintain an Agent
             Bank, four Reference Banks, a Paying Agent, a Transfer Agent and a
             Registrar in accordance with the Current Issuer Conditions;

      (j)    NOTIFICATION OF NON-PAYMENT: procure  that any Paying Agent notify
             the Note Trustee forthwith in the event that (i) such Paying Agent
             does not, on or before any Payment Date  or  due date, as the case
             may  be, for any payment in respect of any of the  Current  Issuer
             Notes,  receive  unconditionally  pursuant  to  the Current Issuer
             Paying  Agent  and  Agent  Bank Agreement the full amount  in  the
             requisite currency of the monies  payable  on such Payment Date or
             due date, as the case may be, on all such Current Issuer Notes, or
             (ii) there are insufficient funds in Sterling, Euro or US dollars,
             as  the  case may be, available to the relevant  Paying  Agent  to
             discharge the amount of the monies payable on such Payment Date or
             due date, as the case may be;

      (k)    NOTIFICATION  OF  LATE  PAYMENT: in the event of the unconditional
             payment to the Paying Agents or the Note Trustee of any sum due in
             respect of any of the Current  Issuer  Notes  or any of them being
             made  after  the due date for payment thereof, forthwith  give  or
             procure  to  be  given  notice  to  the  relevant  Noteholders  in
             accordance with  the  Current  Issuer Conditions that such payment
             has been made;

      (l)    LISTING AND ADMISSION TO TRADING:  use  reasonable  endeavours  to
             maintain  the  listing of the Current Issuer Notes on the Official
             List of the UK Listing Authority and their admission to trading by
             the London Stock Exchange or, if it is unable to do so having used
             reasonable endeavours,  use  reasonable  endeavours  to obtain and
             maintain  a  quotation or listing of the Current Issuer  Notes  on
             such other stock  exchange  or  exchanges  or securities market or
             markets as the Current Issuer may decide (with  the  prior written
             approval  of  the  Note  Trustee) and shall also upon obtaining  a
             quotation or listing of the  Current  Issuer  Notes  on such other
             stock exchange or exchanges or securities market or markets  enter
             into  a  trust  deed supplemental to these presents to effect such
             consequential amendments to these presents as the Note Trustee may
             require or as shall  be  requisite to comply with the requirements
             of any such stock exchange or securities market;

      (m)    CHANGE OF AGENTS, ETC.: subject to the Current Issuer Paying Agent
             and  Agent Bank Agreement,  give  notice  to  the  Noteholders  in
             accordance  with the Current Issuer Conditions of any appointment,
             resignation or  removal  of any Agent Bank, Reference Bank, Paying
             Agent, Transfer Agent or Registrar  (other than the appointment of
             the initial Agent Bank, Reference Banks,  Paying  Agents, Transfer
             Agent   and  Registrar) after, except in the case of  resignation,
             having obtained  the  prior  written  approval of the Note Trustee
             (not to be unreasonably withheld or delayed) thereto or any change
             of the Specified Office of any Agent Bank,  Paying Agent, Transfer
             Agent  or Registrar provided always that so long  as  any  of  the
             Current  Issuer  Notes  remains  outstanding,  in  the case of the
             termination  of  the  appointment of the Agent Bank, the  Transfer
             Agent or the Registrar,  or  so  long as any of the Current Issuer
             Notes  remains  liable  to  prescription,   in  the  case  of  the
             termination of the appointment of the Principal  Paying  Agent, no
             such  termination  shall  take effect until a new Agent Bank,  the
             Transfer Agent,

                                       11

<PAGE>


             Registrar or  Principal  Paying Agent (as the case may be) has been
             appointed  on terms  previously  approved  in  writing  by the Note
             Trustee;

      (n)    PRE-APPROVAL OF NOTICES: obtain the prior  written approval of the
             Note Trustee to, and upon publication promptly  give  to  the Note
             Trustee and the Rating Agencies two copies of, every notice  given
             to   the   Noteholders  in  accordance  with  the  Current  Issuer
             Conditions (such  approval, unless so expressed, not to constitute
             approval for the purposes  of Section 21 of the Financial Services
             and Markets Act 2000 (the "FSMA")  of  the  United  Kingdom of any
             such notice the content of which is an invitation or inducement to
             engage in investment activities within the meaning of  Section  21
             of the FSMA);

      (o)    MEETINGS:  from  time to time as required or contemplated by these
             presents or as reasonably  requested  by  the  Note  Trustee, make
             available through the Paying Agents or otherwise such documents as
             may be required by the Noteholders in connection with Meetings;

      (p)    COMPLIANCE  WITH  CURRENT  ISSUER  PAYING  AGENT  AND  AGENT  BANK
             AGREEMENT: (A) observe and comply with its obligations and use its
             reasonable  endeavours to procure that the Agent Bank, the  Paying
             Agents, the Transfer  Agent  and  the  Registrar  comply  with and
             perform all their respective obligations under the Current  Issuer
             Paying Agent and Agent Bank Agreement and any notice given by  the
             Note  Trustee pursuant to Clause 2.5(a) and not make any amendment
             or modification  to  such agreement or agree to waive or authorise
             any breach thereof without  the prior written approval of the Note
             Trustee and notify the Note Trustee  forthwith upon becoming aware
             of any breach by any of the Agent Bank,  the  Paying  Agents,  the
             Transfer  Agent  and/or  the  Registrar,  and (B) ensure that each
             Paying Agent under the Current Issuer Paying  Agent and Agent Bank
             Agreement  agrees  in writing to (1) hold funds received  by  such
             Paying Agent for the  payment  of  any  sums due in respect of any
             Current  Issuer  Notes for the relevant Noteholders  or  the  Note
             Trustee in trust to  the  extent required by Section 317(b) of the
             Trust  Indenture Act, and (2)  notify  the  Note  Trustee  of  any
             default by the Current Issuer in making any such payment;

      (q)    COMPLIANCE  WITH CURRENT ISSUER TRANSACTION DOCUMENTS: observe and
             comply with its  obligations  and use its reasonable endeavours to
             procure  that  each  other party to  any  of  the  Current  Issuer
             Transaction  Documents   complies   with   and  performs  all  its
             respective  obligations  under  any  Current  Issuer   Transaction
             Document  and  not  make  any  amendment  or  modification to such
             agreement  or  agree  to  waive  or  authorise any breach  thereof
             without the prior written approval of  the Note Trustee and notify
             the Note Trustee forthwith upon becoming  aware  of  any breach by
             such other party to any Current Issuer Transaction Document;

      (r)    INDIVIDUAL  NOTE CERTIFICATES:  notify the Note Trustee  upon  the
             occurrence of  any  of  the  events  referred  to  in  Clause  3.3
             (Individual  Note  Certificates)  and  shall  promptly give notice
             thereto   and   of  its  obligations  to  issue  Individual   Note
             Certificates to the  Noteholders  in  accordance with Condition 14
             (Notice to Noteholders);

                                       12

<PAGE>



      (s)    EXERCISE OF REDEMPTION RIGHTS: subject  to paragraph (t) below, in
             the  event  that any notice of prepayment of  the  Current  Issuer
             Intercompany  Loan  is  given  under  Clause 8 (Prepayment) of the
             Intercompany Loan Terms and Conditions,  the  Current Issuer shall
             exercise its right to redeem the Current Issuer  Notes on the same
             Payment  Date under Condition 5(D) (Optional Redemption  in  Full)
             or, as applicable, Condition 5(E) (Optional Redemption for Tax and
             other Reasons);

      (t)    REDEMPTION  REQUIREMENTS:  not redeem or, as the case may be, give
             notice of redemption to Noteholders  of all or any part of a class
             or  classes  of Current Issuer Notes pursuant  to  Condition  5(D)
             (Optional  Redemption   in   Full)  or  Condition  5(E)  (Optional
             Redemption for Tax and other Reasons)  unless  it shall first have
             provided to the Note Trustee such certificates and opinions as may
             be  required to be given to the Note Trustee pursuant  to  and  in
             accordance  with  Condition 5(D) (Optional Redemption in Full) or,
             as the case may be  Condition 5(E)(Optional Redemption for Tax and
             other Reasons);

      (u)    UNITED STATES REPORTING  REQUIREMENTS:  file with the Note Trustee
             copies  of  the annual reports and of the information,  documents,
             and other reports  (or  copies  of  such  portions  of  any of the
             foregoing as the SEC may by rules and regulations prescribe) which
             the  Current  Issuer is required to file with the SEC pursuant  to
             Section 13 or 15(d)  of  the  Exchange Act within 15 days after it
             files them with the SEC and comply  with  the  other provisions of
             Section 314(a) of the Trust Indenture Act;

      (v)    INTEREST IN CURRENT ISSUER CHARGED PROPERTY: ensure  that, save as
             permitted in these presents, the Current Issuer Deed of Charge and
             the  other  Current Issuer Transaction Documents, no person  other
             than the Current  Issuer  and  the  Note  Trustee  shall  have any
             equitable interest in the Current Issuer Charged Property;

      (w)    MAINTENANCE  OF CURRENT ISSUER CASH MANAGER: ensure that there  is
             at all times a  cash  manager  appointed  in  accordance  with the
             provisions of the Current Issuer Cash Management Agreement;

      (x)    TAX  DEDUCTION:  take reasonable steps to ensure that it does  not
             engage in any course  of  conduct  that would lead to a deduction,
             for United Kingdom corporation tax purposes, in respect of accrued
             interest or discount on the Current  Issuer  Notes  by the Current
             Issuer being denied, postponed or restricted (whether such denial,
             postponement  or  restriction  results  from  the  application  of
             paragraph  2  or  13  of  Schedule  9  of the Finance Act 1996  or
             otherwise);

      (y)    UNITED KINGDOM AND UNITED STATES TAX STATUS:  ensure that it is at
             all times solely resident in the United Kingdom for United Kingdom
             tax  purposes and has no branch, business establishment  or  other
             fixed  establishment  outside the United Kingdom; and furthermore,
             ensure that it 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 United States
             income  tax  principles, 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

                                       13

<PAGE>


             States as determined  under United  States income tax  principles,
             and will not (and will use its best  efforts to  procure  that any
             affiliate of the Current Issuer, including Funding, will not) take
             any position  that would  contradict  the treatment of the Current
             Issuer Notes as indebtedness  for United States federal income tax
             purposes;

      (z)    CURRENT ISSUER PRE-ENFORCEMENT PRIORITY  OF PAYMENTS: prior to any
             enforcement of the security created under  the Current Issuer Deed
             of  Charge,  ensure  that amounts standing to the  credit  of  the
             Current Issuer Transaction  Account  on  a  Payment  Date  will be
             applied  by the Current Issuer in or towards satisfaction of  such
             of the obligations  set  out in the applicable Current Issuer Pre-
             Enforcement Priority of Payments  as  may  be,  at any given time,
             then due and payable (in each case only if and to  the extent that
             payments  or  provisions of a higher order of priority  which  are
             also due and payable or, where relevant, are likely to fall due at
             that time or prior  to  the next succeeding Payment Date have been
             made or provided for in full);

      (aa)   AVAILABILITY OF INFORMATION:  make  available  for  inspection  by
             Noteholders  at the Specified Office of the Principal Paying Agent
             during normal  business hours on any London Business Day copies of
             each balance sheet  and  profit  and loss account sent to the Note
             Trustee  pursuant to these presents,  the  Current  Issuer  Paying
             Agent and  Agent  Bank  Agreement  and  the  other  Current Issuer
             Transaction Documents;

      (bb)   RATINGS: furnish, or procure that there is furnished, from time to
             time,   any  and  all  documents,  instruments,  information   and
             undertakings that may be reasonably necessary in order to maintain
             the current  ratings  of  the  Current  Issuer Notes by the Rating
             Agencies   (save   that   when  any  such  document,   instrument,
             information and/or undertaking  is  not  within  the possession or
             control of the Current Issuer, the Current Issuer  agrees  to  use
             its  reasonable  efforts  to  furnish,  or  procure  that there is
             furnished,  from  time  to  time  any such documents, instruments,
             information and undertakings as may  be  reasonably  necessary  in
             order  to maintain the current ratings of the Current Issuer Notes
             by the Rating Agencies);

      (cc)   CALCULATIONS:  procure  that  there  are  done  on its behalf, all
             calculations required pursuant to the Current Issuer Conditions;

      (dd)   DTC,  EUROCLEAR  AND  CLEARSTREAM, LUXEMBOURG: use its  reasonable
             endeavours  to procure that  DTC,  Euroclear  and/or  Clearstream,
             Luxembourg (as  the case may be) issue(s) any certificate or other
             document requested  by the Note Trustee acting reasonably pursuant
             to these presents as soon as practicable after such request;

      (ee)   INFORMATION REGARDING  NOTEHOLDERS:  pursuant to Section 312(a) of
             the Trust Indenture Act, furnish or cause  to  be furnished to the
             Note  Trustee  on  31st  March  and 30th September of  each  year,
             commencing 30th September 2003, and  at  such  other  times as the
             Note  Trustee  may  request  in  writing,  all information in  the
             possession  or control of the Current Issuer  or  of  any  of  its
             Paying Agents  as  to  the names and addresses of the Noteholders,
             and requiring

                                       14

<PAGE>


             the  Note  Trustee  to  preserve,  in  as  current  a  form  as is
             reasonably practicable, all such information so furnished to it;

      (ff)   OFFICERS' CERTIFICATES AND OPINIONS OF  COUNSEL;  STATEMENTS TO BE
             CONTAINED THEREIN: upon any application, demand or  request by the
             Current Issuer to the Note Trustee to take any action under any of
             the  provisions  of  these  presents  (other than the issuance  of
             Current  Issuer  Notes)  and upon request  of  the  Note  Trustee,
             furnish to the Note Trustee  an  officers' certificate and opinion
             of counsel complying with the provisions  of  Section  314  of the
             Trust  Indenture  Act (an "OFFICERS' CERTIFICATE" and "OPINION  OF
             COUNSEL", respectively);

      (gg)   PROTECTION OF SECURITY:  promptly after the execution and delivery
             of these presents and each  supplement hereto, pursuant to Section
             314(b) of the Trust Indenture  Act  furnish to the Note Trustee an
             Opinion of Counsel stating that in the  opinion  of  such counsel,
             appropriate   steps  have  been  taken  to  protect  the  security
             interests of the  Note  Trustee  in  the  Current  Issuer  Charged
             Property under the Current Issuer Deed of Charge and reciting  the
             details  of  such  action,  or stating that in the opinion of such
             counsel no such action is necessary;  and the Current Issuer shall
             furnish  annually to the Note Trustee, not  more  than  three  (3)
             months  after  the  anniversary  of  the  signing  of  this  Deed,
             commencing  with calendar year 2003, an Opinion of Counsel stating
             either that,  in  the opinion of such counsel, (i) such action has
             been  taken as is necessary  for  the  proper  protection  of  the
             security  interests  of  the  Note  Trustee  in the Current Issuer
             Charged  Property  under  the Current Issuer Deed  of  Charge  and
             reciting the details of such  action  or  (ii)  no  such action is
             necessary for any of such purposes;

      (hh)   AUTHORISED  SIGNATORIES:  upon  the  execution  of  this Deed  and
             thereafter forthwith upon any change of the same, deliver  to  the
             Note  Trustee  (with  a copy to the Principal Paying Agent and the
             Registrar) a list of the  Authorised  Signatories  of  the Current
             Issuer,  together with certified specimen signatures of the  same;
             and

      (ii)   CURRENT ISSUER  NOTES:  in  order  to  enable  the Note Trustee to
             ascertain the number and amount of Current Issuer  Notes  for  the
             time  being outstanding for any of the purposes referred to in the
             proviso  to  the  definition  of "OUTSTANDING" contained in Clause
             1.6, deliver to the Note Trustee forthwith upon being so requested
             in writing by the Note Trustee  a certificate in writing signed by
             two Authorised Signatories of the  Current  Issuer setting out the
             total number and the principal amount of the Current Issuer Notes,
             if any, which:

             (a)   up to and including the date of such certificate  have  been
                   purchased by the Current Issuer and cancelled; and

             (b)   are at the date of such certificate beneficially held by  or
                   for   the   account  of  the  Current  Issuer,  any  of  its
                   subsidiaries  or  holding companies or other subsidiaries of
                   such holding companies.

6.    ENFORCEMENT

6.1   PROCEEDINGS: At any time after the occurrence of a Note Event of Default,
      the  Note

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<PAGE>


      Trustee may, at its discretion and without notice (and in compliance with
      Section 317(a) of the Trust Indenture Act),  recover  judgment in its own
      name and as trustee of an express  trust  against the Current  Issuer for
      the whole amount of principal and interest  remaining  unpaid;  institute
      such  proceedings  and/or take other action against or in relation to the
      Current  Issuer or any other  person as it may think fit to  enforce  the
      obligations  of the  Current  Issuer  under these  presents,  the Current
      Issuer Notes and/or any of the other Current Issuer Transaction Documents
      but it shall not be bound to take such  action save as provided in Clause
      7 (Proceedings, Actions and Indemnification).

6.2   EXERCISE OF POWERS: The Note Trustee shall  be  entitled  to  enforce the
      obligations  of  the  Current  Issuer  under  the  Current  Issuer  Notes
      (including  the  Current  Issuer  Conditions)  and  to exercise any other
      rights,  powers,  authorities  and discretions conferred  upon  the  Note
      Trustee in the Current Issuer Conditions as scheduled to this Trust Deed,
      which shall be read and construed as one document with the Current Issuer
      Notes.

6.3   EVIDENCE OF DEFAULT: Unless the contrary be proved, proof that as regards
      any specified Current Issuer Note  the Current Issuer has made default in
      paying any amount due in respect of  such  Current  Issuer  Note shall be
      sufficient evidence that the Current Issuer has made the like  default as
      regards   all  other  Current  Issuer  Notes  in  respect  of  which  the
      corresponding  amount  is  then  due  and  payable in accordance with the
      Current  Issuer  Conditions  and  for the purposes  of  this  Clause  6.3
      (Evidence  of  Default)  an  amount  shall   be  a  corresponding  amount
      notwithstanding that it is due in respect of a  Current  Issuer Note of a
      different  denomination  from  that  in  respect  of  the above specified
      Current Issuer Note.  The Note Trustee may file such proofs  of claim and
      other  papers or documents as may be necessary or advisable in  order  to
      have the  claims  of  the Note Trustee and the Noteholders allowed in any
      judicial proceedings relative to the Current Issuer, its creditors or its
      property.

7.    PROCEEDINGS, ACTIONS AND INDEMNIFICATION

7.1   The Note Trustee shall  not be bound to take any proceedings mentioned in
      Clause 6.1 (Proceedings)  or  any  other  action  in  relation  to  these
      presents,  the  Current  Issuer  Notes or any documents executed pursuant
      thereto or any of the other Current Issuer Transaction Documents to which
      the Note Trustee is a party unless:

      (a)    it shall have been so directed  by  an Extraordinary Resolution of
             the Senior Noteholders or the Mezzanine  Noteholders or the Series
             2 Class M Noteholders or the Junior Noteholders as appropriate; or

      (b)    it shall have been so requested in writing  by  the  holders of at
             least one quarter of the aggregate Principal Amount Outstanding of
             the Senior Notes or by the holders of at least one quarter  of the
             aggregate Principal Amount Outstanding of the Mezzanine Notes   or
             by  the holders of at least one quarter of the aggregate Principal
             Amount Outstanding of the Series 2 Class M Notes or by the holders
             of  at  least  one  quarter  of  the  aggregate  Principal  Amount
             Outstanding of the Junior Notes; and

      (c)    in either  case  it  shall have been indemnified and/or secured to
             its satisfaction against  all  liabilities,  proceedings,  claims,
             demands,  costs,  charges

                                       16

<PAGE>


             and expenses to which it may thereby become liable or which may be
             incurred by it in connection therewith,

      provided that:

             (i)   the  Note  Trustee  shall  not  be  held  liable   for   the
                   consequence  of  taking  any  such  action and may take such
                   action without having regard to the effect of such action on
                   individual Noteholders or any other Current  Issuer  Secured
                   Creditor; and

             (ii)  save  to  the  extent  provided  otherwise under the Current
                   Issuer Conditions, the Note Trustee  shall not and shall not
                   be  obliged  to  act  at  the direction or  request  of  the
                   Mezzanine Noteholders as aforesaid  unless  at  such time no
                   Senior Notes are then outstanding; and

             (iii) save  to  the  extent  provided  otherwise under the Current
                   Issuer Conditions, the Note Trustee  shall not and shall not
                   be obliged to act at the direction or  request of the Series
                   2 Class M Noteholders as aforesaid unless  at  such  time no
                   Senior  Notes  and  no Mezzanine Notes are then outstanding;
                   and

             (iv)  save  to the extent provided  otherwise  under  the  Current
                   Issuer  Conditions, the Note Trustee shall not and shall not
                   be obliged  to act at the direction or request of the Junior
                   Noteholders as  aforesaid  unless  at such time there are no
                   Senior Notes, no Mezzanine Notes and  no  Series  2  Class M
                   Notes then outstanding.

7.2   ONLY  NOTE  TRUSTEE  TO  ENFORCE:  Only  the Note Trustee may enforce the
      provisions  of  these  presents, the Current  Issuer  Conditions  or  the
      Current Issuer Notes.  No  Noteholder  or  other  Current  Issuer Secured
      Creditor shall be entitled to proceed directly against the Current Issuer
      or  any other party to any of the Transaction Documents unless  the  Note
      Trustee  having  become  bound  as aforesaid to institute proceedings has
      failed to do so within 30 days of  becoming  so bound and such failure is
      continuing;  provided  that save to the extent provided  in  the  Current
      Issuer Conditions, no Junior Noteholder and no Mezzanine Noteholder shall
      be entitled to take proceedings  for  the winding up or administration of
      the Current Issuer unless there are no  outstanding  Current Issuer Notes
      of a class with higher priority, or if Current Issuer  Notes  of  a class
      with higher priority are outstanding, there is consent of Noteholders  of
      not  less  than  25  per  cent.  of the aggregate principal amount of the
      Current Issuer Notes outstanding of  the  class  or  classes  of  Current
      Issuer  Notes  with  higher  priority.  Notwithstanding the foregoing and
      notwithstanding any other provision  of  these  presents, consistent with
      Section 316 of the Trust Indenture Act, the right  of  each Noteholder to
      receive principal and/or interest on its Current Issuer Notes on or after
      the due date for payment of such principal or interest in accordance with
      the Current Issuer Conditions or to institute suit for the enforcement of
      the  payment  of  that principal and/or interest may not be  impaired  or
      affected without the  consent  of  the  such Noteholder.  Notwithstanding
      anything herein to the contrary any action  to  be  taken  under  Section
      316(a) of the Trust Indenture Act shall comply with Section 316(c) of the
      Trust Indenture Act and the record date for the purpose of Section 316(c)
      shall  be  such  date  as the Current Issuer shall notify to the relevant
      Noteholders in accordance with the Current Issuer Conditions.

                                       17

<PAGE>


8.    APPLICATION OF MONEYS ETC.

8.1   APPLICATION OF MONEYS:   All  moneys  received  by  the  Note  Trustee in
      respect  of  the  Current  Issuer  Notes  or  amounts payable under these
      presents will (including any moneys which represent principal or interest
      in  respect  of  Current Issuer Notes which have become  void  under  the
      Current Issuer Conditions)  be held by the Note Trustee on trust to apply
      them (subject to Clause 8.3 (Authorised  Investments)) in accordance with
      the Current Issuer Priority of Payments.

8.2   INVESTMENT OF MONEYS:  If the amount of the  moneys at any time available
      for payment of principal and interest in respect  of  the  Current Issuer
      Notes under Clause 8.1 (Application of Moneys) shall be less  than  a sum
      sufficient  to  pay  at  least  one-tenth  of the principal amount of the
      Current  Issuer  Notes then outstanding, the Note  Trustee  may,  at  its
      discretion, invest  such  moneys  upon  some  or  one  of the investments
      hereinafter   authorised  with  power  from  time  to  time,  with   like
      discretion, to  vary  such  investments;  and  such  investment  with the
      resulting  income  thereof  may  be  accumulated  until the accumulations
      together with any other funds for the time being under the control of the
      Note  Trustee  and  available  for  the  purpose shall amount  to  a  sum
      sufficient  to  pay at least one-tenth of the  principal  amount  of  the
      Current Issuer Notes  then  outstanding  and  such accumulation and funds
      (after  deduction  of  any  taxes  and  any other deductibles  applicable
      thereto) shall then be applied in the manner aforesaid.

8.3   AUTHORISED  INVESTMENTS:  Any  moneys  which   under  the  trusts  herein
      contained may be invested by the Note Trustee may be invested in the name
      or  under the control of the Note Trustee in any  Authorised  Investments
      and the  Note  Trustee  may  at  any  time  vary  or transfer any of such
      Authorised Investments for or into other such Authorised  Investments  as
      the  Note Trustee in its absolute discretion may determine, and shall not
      be responsible  (save  where  any  loss  results  from the Note Trustee's
      fraud, wilful default or negligence or that of its officers or employees)
      for  any  loss  occasioned by reason of any such investments  whether  by
      depreciation  in  value  or  otherwise,  provided  that  such  Authorised
      Investments were made in accordance with the foregoing provisions.

8.4   PAYMENT TO NOTEHOLDERS:  Any payment to be made in respect of the Current
      Issuer Notes by the Current Issuer or the Note Trustee may be made in the
      manner provided in  the Current Issuer Conditions and any payment so made
      shall be a good discharge,  to the extent of such payment, to the Current
      Issuer or the Note Trustee, as the case may be.

8.5   PRODUCTION OF NOTE CERTIFICATES:   Upon  any  payment  under  Clause  8.4
      (Payment  to  Noteholders) of principal or interest, the Note Certificate
      representing the  relevant  Current  Issuer Note in respect of which such
      payment is made shall, if the Note Trustee  so  requires,  be produced to
      the Note Trustee or the Paying Agent by or through whom such  payment  is
      made and the Note Trustee shall, in the case of part payment, require the
      Registrar  to  make  a notation in the Register of the amount and date of
      payment thereon or, in the case of payment in full, shall cause such Note
      Certificate to be surrendered  or  shall cancel or procure the same to be
      cancelled  and  shall  certify  or  procure  the  certification  of  such
      cancellation, in each case subject to  and in accordance with the Current
      Issuer Paying Agent and Agent Bank Agreement.

                                       18

<PAGE>


9.    REMUNERATION AND INDEMNIFICATION OF NOTE TRUSTEE

9.1   NORMAL REMUNERATION: The Current Issuer  shall  (subject  as  hereinafter
      provided)  pay  to the Note Trustee remuneration of such amount as  shall
      from time to time  be  agreed by the Current Issuer and the Note Trustee.
      The rate of remuneration  in  force  from time to time may upon the final
      redemption of the whole of the Current  Issuer  Notes  of  any  Series be
      reduced by such amount as shall be agreed between the Current Issuer  and
      the  Note  Trustee,  such reduced remuneration to be calculated from such
      date as shall be agreed  as aforesaid. Such remuneration shall be payable
      in priority to payments to  Noteholders  and other Current Issuer Secured
      Creditors on each Payment Date subject to  and  in  accordance  with  the
      relevant  Current  Issuer  Priority  of Payments. Such remuneration shall
      accrue from day to day and be payable  up to and including the date when,
      all  the  Current  Issuer Notes having become  due  for  redemption,  the
      redemption monies and  interest  thereon  to  the date of redemption have
      been paid to the Principal Paying Agent or, as  the case may be, the Note
      Trustee PROVIDED THAT if upon due presentation of any Note Certificate or
      any  cheque  payment of the monies due in respect thereof  is  improperly
      withheld or refused,  remuneration  will  commence  again to accrue until
      payment to Noteholders is made.

9.2   EXTRA REMUNERATION:  In the event of the occurrence of  a  Note  Event of
      Default  or  the  Note  Trustee considering it expedient or necessary  or
      being requested by the Current  Issuer to undertake duties which the Note
      Trustee and the Current Issuer agree  to  be  of an exceptional nature or
      otherwise  outside the scope of the normal duties  of  the  Note  Trustee
      under these  presents,  the  Current Issuer shall pay to the Note Trustee
      such additional remuneration as shall be agreed between them;

9.3   FAILURE TO AGREE:  In the event  of  the  Note  Trustee  and  the Current
      Issuer failing to agree:

      (a)    (in a case to which Clause 9.1 (Normal Remuneration) applies) upon
             normal remuneration; or

      (b)    (in a case to which Clause 9.2 (Extra Remuneration) applies)  upon
             whether such duties shall be of an exceptional nature or otherwise
             outside  the  scope of the normal duties of the Note Trustee under
             these presents, or upon such additional remuneration;

      such matters shall be  determined  by  an  investment  bank (acting as an
      expert  and  not  as  an  arbitrator)  selected  by the Note Trustee  and
      approved by the Current Issuer or, failing such approval,  nominated  (on
      the  application of the Note Trustee) by the President for the time being
      of The  Law  Society  of England and Wales (the expenses involved in such
      nomination and the fees  of  such  investment  bank  being payable by the
      Current Issuer) and the determination of any such investment  bank  shall
      be final and binding upon the Note Trustee and the Current Issuer.

9.4   EXPENSES:  In  addition to the remuneration hereunder, the Current Issuer
      shall on written  request,  pay  all  other  costs,  charges and expenses
      (against  production  of  invoices) which the Note Trustee  may  properly
      incur in relation to:

      (a)    the negotiation, preparation and execution of, the exercise of its
             powers and discretions  and  the  performance  of its duties under
             these presents and

                                       19

<PAGE>

             any other Current Issuer Transaction Documents including,  but not
             limited to legal and travelling expenses; and

      (b)    any  other  action  taken  by or on behalf of the Note Trustee  to
             enforce the obligations of the  Current  Issuer under or resolving
             any doubt in respect of these presents and/or  any  of  the  other
             Current Issuer Transaction Documents.

9.5   INDEMNITY:   The  Current  Issuer  shall  indemnify  the  Note Trustee in
      respect  of  all  proceedings,  claims, demands, losses, costs,  charges,
      expenses and liabilities to which  it  (or  any person appointed by it to
      whom any trust, power, authority or discretion  may be delegated by it in
      the execution or purported execution of the trusts,  powers,  authorities
      or discretions vested in it by or pursuant to these presents and  any  of
      the  other  Current Issuer Transaction Documents) may be or become liable
      or which may be properly incurred by it (or any such person as aforesaid)
      in the execution  or  purported  execution  of any of its trusts, powers,
      authorities and discretions hereunder or its  functions  under  any  such
      appointment or in respect of any other matter or thing done or omitted in
      any  way  relating  to these presents and any of the other Current Issuer
      Transaction Documents  provided  that  it is expressly stated that Clause
      10.12 (Note Trustee Liable for Negligence  etc.)  shall apply in relation
      to these provisions.

9.6   STAMP DUTIES:  The Current Issuer shall, pay all stamp  duties  and other
      duties or taxes of a similar nature, including for the avoidance of doubt
      any duty levied under the Stamp Act 1891 as amended and supplemented, (if
      any) payable in the United Kingdom and/or Jersey on or arising out  of or
      in consequence of:

      (a)    the execution and delivery of these presents and any other Current
             Issuer Transaction Document to which the Note Trustee is a party;

      (b)    the constitution and issue of the Current Issuer Notes;

      (c)    the  initial  delivery  of  the Note Certificates representing the
             Current Issuer Notes; and

      (d)    any action in any jurisdiction  taken  by or on behalf of the Note
             Trustee.  If the Note Trustee (or any Noteholder or Current Issuer
             Secured Creditor) where permitted under  these  presents so to do)
             shall take any proceedings against the Current Issuer in any other
             jurisdiction and if for the purpose of any such proceedings  these
             presents  or  any  Note  Certificates  are  taken  into  any  such
             jurisdiction  and any stamp duties or other duties or taxes become
             payable thereon  in any such jurisdiction, the Current Issuer will
             pay (or reimburse  the person making payment of) such stamp duties
             or other duties or taxes (including penalties).

9.7   VAT:  The Current Issuer shall  in  addition  pay  to the Note Trustee an
      amount equal to any value added tax or similar tax chargeable  in respect
      of its remuneration under these presents.

9.8   INTEREST:  Subject as provided in Clause 9.9 (Payment), all sums  payable
      by   the   Current   Issuer   under   this  Clause  9  (Remuneration  and
      Indemnification of Note Trustee) shall  be  payable  on demand or, in the
      case  of any remuneration payable under Clause 9.1 (Normal  Remuneration)
      on the  due  date  specified therein and shall

                                       20

<PAGE>

      carry  interest at the rate per annum,  which is one per cent.  per annum
      above the base rate from time to time of the  National  Westminster  Bank
      Plc from the date on which they were paid,  charged  or  incurred  by the
      Note  Trustee or, in the case of  remuneration,  the due date for payment
      thereof, to the date of actual payment,  and in all other cases shall (if
      not paid on the date specified in such demand or, if later,  within three
      days after such demand and, in either case, the Note Trustee so requires)
      carry interest at such rate from the date specified in such demand.

9.9   PAYMENT: Notwithstanding the other  provisions  of  this Deed, any amount
      owing by the Current Issuer pursuant to this Clause 9  (Remuneration  and
      Indemnification  of  Note  Trustee)  shall only be payable by the Current
      Issuer subject to and in accordance with  the  applicable  Current Issuer
      Priority of Payments which applies at such time.

9.10  APPORTIONMENT:   The  Note  Trustee  shall  be  entitled  in its absolute
      discretion  to  determine  in  respect of which Series of Current  Issuer
      Notes any costs, charges, expenses  or  liabilities  incurred under these
      presents have been incurred or to allocate such costs,  charges, expenses
      or liabilities between two or more Series of Current Issuer Notes.

9.11  SURVIVAL:  Unless otherwise specifically stated in any discharge  of this
      Deed,  the  provisions of this Clause 9 (Remuneration and Indemnification
      of Note Trustee)  shall continue in full force and effect notwithstanding
      such discharge.

10.   SUPPLEMENT TO THE TRUSTEE ACTS

10.1  TRUSTEE ACT 1925 AND  TRUSTEE  ACT 2000:  The Note Trustee shall have all
      the powers conferred upon trustees  by  the  Trustee  Act  1925  and  the
      Trustee Act 2000 of England and Wales and by way of supplement thereto it
      is  expressly  declared  as  set  out in the remaining provisions of this
      Clause  10  (Supplement to Trustee Acts)  (which  provisions,  except  as
      expressly provided  therein, shall be in lieu of the provisions contained
      in Section 315(a) of the Trust Indenture Act).

10.2  RELIANCE ON INFORMATION:

      (a)    The Note Trustee  may in relation to these presents or the Current
             Issuer Transaction  Documents  act  and  rely  upon the opinion or
             advice  of,  or  a  certificate  or  a  report  or any information
             obtained  from,  any lawyer, banker, valuer, surveyor,  securities
             company, broker, auctioneer,  accountant  or  other  expert in the
             United  Kingdom  or  elsewhere,  whether  obtained  by the Current
             Issuer, the Note Trustee or otherwise, whether or not  any  of the
             aforesaid or any engagement letter or other document entered  into
             by  the  Note  Trustee  and  the  relevant  person  in  connection
             therewith contains any monetary or other limit on the liability of
             the  relevant person and the Note Trustee shall not be responsible
             for any  loss  occasioned  by  so  acting  or relying on. Any such
             opinion,  advice,  certificate  or  information  may  be  sent  or
             obtained by letter, facsimile reproduction  or  in  any other form
             and the Note Trustee shall not be liable for acting in  good faith
             on  any opinion, advice, certificate or information purporting  to
             be so conveyed although the same shall contain some error or shall
             not be  authentic provided that such error or lack of authenticity
             is not manifest.

                                       21

<PAGE>

      (b)    Except in  the event of wilful default or manifest error, the Note
             Trustee may  call  for  and  shall  be  entitled  to  rely  upon a
             certificate,  reasonably  believed  by  it  to  be genuine, of the
             Current Issuer or any other person in respect of  every matter and
             circumstance  for  which  a certificate is expressly provided  for
             under these presents, the Current  Issuer  Conditions or any other
             Current Issuer Transaction Document and to call  for and rely upon
             a  certificate  of  the  Agent Bank, any Paying Agent,  Registrar,
             Transfer Agent, any Reference  Bank or any other person reasonably
             believed by it to be genuine as  to any other fact or matter prima
             facie  within  the knowledge of such  Agent  Bank,  Paying  Agent,
             Registrar, Transfer  Agent, Reference Bank or such other person as
             sufficient evidence thereof  and  the  Note  Trustee  shall not be
             bound  in  any  such  case  to  call  for  further evidence or  be
             responsible for any loss, liability, costs,  damages,  expenses or
             inconvenience that may be caused by it failing to do so.

10.3  POWERS AND DUTIES:

      (a)    The Note Trustee shall not have any responsibility for or have any
             duty  to  make  any  investigation in respect of or in any way  be
             liable whatsoever for  the  nature,  status,  creditworthiness  or
             solvency  of  the  Current  Issuer. Each Noteholder and each other
             Current Issuer Secured Creditor  shall  be  solely responsible for
             making its own independent appraisal of and investigation into the
             financial condition, creditworthiness, affairs,  status and nature
             of the Current Issuer and the Note Trustee shall not  at  any time
             have any responsibility for the same and each Noteholder and other
             Current  Issuer  Secured  Creditors  shall  not  rely  on the Note
             Trustee in respect thereof.

      (b)    Save as required for the purposes of the Trust Indenture  Act, the
             Note Trustee shall not be responsible for the execution, legality,
             effectiveness,  adequacy,  genuineness, validity or enforceability
             or admissibility in evidence  of  any  Current  Issuer Transaction
             Document   or  any  other  document  entered  into  in  connection
             therewith or  any  security thereby constituted or purported to be
             constituted thereby  nor  shall it be responsible or liable to any
             person  because  of  any  invalidity  of  any  provision  of  such
             documents or the unenforceability  thereof,  whether  arising from
             statute, law or decision of any court.

      (c)    The  Note  Trustee  shall  not  be  responsible  for the scope  or
             accuracy of any recitals, statements, warranty, representation  or
             covenant  of  any  party  (other  than the Note Trustee) contained
             herein or in any other Current Issuer  Transaction Document or any
             other  document  entered into in connection  therewith  and  shall
             assume the accuracy and correctness thereof.

      (d)    The  Note  Trustee may  accept  without  enquiry,  requisition  or
             objection such title as the Current Issuer may have to the Current
             Issuer Charged  Property  or  as  Funding  may have to the Funding
             Charged Property or any part thereof from time  to  time and shall
             not  be  required  to investigate or make any enquiry into  or  be
             liable for any defect  in  the  title of the Current Issuer to the
             Current  Issuer Charged Property or  of  Funding  to  the  Funding
             Charged Property  or any part thereof from time to time whether or
             not any defect was  known  to  the Note Trustee or might have been
             discovered upon examination, inquiry  or investigation and whether
             or not capable of remedy.

                                       22

<PAGE>

      (e)    The Note Trustee shall not be bound to  give  notice to any person
             of the execution of these presents or of an Event of Default under
             the Current Issuer Intercompany Loan Agreement  nor  shall it have
             any duty to make any investigation in respect of or in  any way be
             liable  whatsoever  for  the  registration, filing, protection  or
             perfection  of  any security constituted  by  any  Current  Issuer
             Transaction  Document  relating  to  the  Current  Issuer  Charged
             Property or the priority of the security created thereby and shall
             not be liable  for  any failure, omission or defect in perfecting,
             protecting, procuring  the registration of or further assuring the
             security created or purported to be created thereby.

      (f)    The Note Trustee shall not have any duty to make any investigation
             in respect of or in any  way  be liable whatsoever for the failure
             to call for delivery of documents  of  title  to  or  require  any
             transfers, legal mortgages, charges or other further assurances in
             relation  to  any of the assets the subject matter of any of these
             presents or any other document.

      (g)    The Note Trustee  shall  be  under  no  obligation  to  monitor or
             supervise and shall not have any duty to make any investigation in
             respect  of or in any way be liable whatsoever for the performance
             or observance  by  the  Current  Issuer or any other person of the
             provisions  of  these  presents  or  any   other   Current  Issuer
             Transaction  Document  and shall be entitled to assume  that  each
             person is properly performing and complying with its obligations.

      (h)    The Note Trustee shall not have any responsibility for or have any
             duty to make any investigation  in  respect  of  or  in any way be
             liable  whatsoever  for the existence, accuracy or sufficiency  of
             any  legal  or other opinions,  searches,  reports,  certificates,
             valuations or  investigations delivered or obtained or required to
             be delivered or  obtained  at  any  time  in  connection  with the
             Current  Issuer Charged Property or any Current Issuer Transaction
             Document.

      (i)    The Note Trustee  shall  have  no responsibility whatsoever to any
             Current Issuer Secured Creditor  as  regards  any deficiency which
             might  arise because the Note Trustee is subject  to  any  Tax  in
             respect of the Current Issuer Charged Property or any part thereof
             or any income  therefrom or any proceeds thereof or is required by
             law to make any  withholding  or deduction from any payment to any
             Current Issuer Secured Creditor.

      (j)    The  Note  Trustee  will  not be responsible  or  liable  for  any
             inadequacy or unfitness of  any Current Issuer Charged Property as
             security or any decline in value  of  any  loss  realised upon any
             disposition of the Current Issuer Charged Property.

      (k)    The Note Trustee shall not be responsible for, nor  shall  it have
             any  liability  with  respect to, any loss or theft of the Current
             Issuer Charged Property.

      (l)    The Note Trustee shall  not be liable or responsible for any loss,
             cost,  damage, expense or  inconvenience  which  may  result  from
             anything  done or omitted to be done by it under these presents or
             under any of  the  other Current Issuer Transaction Documents save
             where the same arises  as  a  result  of the Note Trustee's fraud,
             wilful default or gross negligence.

                                       23

<PAGE>

      (m)    The  Note  Trustee shall not be responsible  for  the  receipt  or
             application  by  the Current Issuer of the proceeds of the Current
             Issuer Notes, the  exchange  of  any  Global  Note Certificate for
             another Global Note Certificate or Individual Note Certificates or
             the  exchange  of  any  Individual  Note Certificate  for  another
             Individual Note Certificate or the delivery  of  any  Global  Note
             Certificate  or  Individual  Note  Certificates  to  the person(s)
             entitled to it or them.

      (n)    The  Note  Trustee  may  appoint  and pay any person to act  as  a
             custodian or nominee on any terms in  relation  to  such assets of
             the  trust  as the Note Trustee may determine, including  for  the
             purpose of depositing  with  a  custodian this Deed or any Current
             Issuer Transaction Document and the  Note  Trustee  shall  not  be
             responsible  for any loss, liability, expense, demand, cost, claim
             or proceedings  incurred  by reason of the misconduct, omission or
             default on the part of any  person appointed by it hereunder or be
             bound to supervise the proceedings or acts of any such person.

      (o)    The Note Trustee shall (save  as  expressly  otherwise provided in
             these  presents  or  in  any  other  Current  Issuer   Transaction
             Document)   as   regards   all  rights,  powers,  authorities  and
             discretions vested in it by  these  presents  or any other Current
             Issuer Transaction Document, or by operation of law, have absolute
             and  uncontrolled  discretion as to the exercise  or  non-exercise
             thereof and whenever  the  Note  Trustee  is  bound  to act at the
             request or direction of the Noteholders or any class of  them, the
             Note  Trustee  shall  nevertheless  not  be  so bound unless first
             indemnified to its satisfaction against all actions,  proceedings,
             claims  and demands to which it may render itself liable  and  all
             costs, expenses,  damages and liabilities which it may incur by so
             doing.

      (p)    The Note Trustee as  between  itself  and  the  Noteholders or any
             class of them shall have full power to determine all questions and
             doubts  arising  in  relation  to any of the provisions  of  these
             presents and/or any other Current  Issuer Transaction Document and
             every such determination, whether made  upon  a  question actually
             raised or implied in the acts or proceedings of the  Note Trustee,
             shall   be  conclusive  and  shall  bind  the  Note  Trustee,  the
             Noteholders and the other Current Issuer Secured Creditors.

      (q)    In connection  with  the  exercise  by  it  of  any of its trusts,
             powers,   authorities   and   discretions   under  these  presents
             (including without limitation any power to authorise any amendment
             or  to  waive  any breach or to make any determination)  the  Note
             Trustee shall always  have regard to all the Noteholders, provided
             that:

             (i)   without prejudice  to  the  provisions of sub-paragraph (ii)
                   below where it is required to  have  regard to the interests
                   of the Noteholders, it shall have regard to the interests of
                   the  Noteholders as a class and, in particular  but  without
                   prejudice to the generality of the foregoing, shall not have
                   regard  to, or be in any way liable for, the consequences of
                   any exercise thereof for any individual Noteholder resulting
                   from  their   being   domiciled  or  resident  or  otherwise
                   connected  with  or subject  to  the  jurisdiction  of,  any
                   particular territory  or  any political sub-division thereof
                   and the Note Trustee shall  not  be entitled to require, nor
                   shall

                                       24

<PAGE>

                   any  Noteholder  be  entitled  to  claim,  from the  Current
                   Issuer,   the  Note   Trustee   or  any  other   person  any
                   indemnification or payment in respect of any tax consequence
                   of any such exercise upon individual Noteholders;

             (ii)  except where expressly  provided otherwise in these presents
                   or any other Current Issuer  Transaction  Document, the Note
                   Trustee  shall  solely have regard to the interests  of  the
                   Noteholders provided  that (a) if in the opinion of the Note
                   Trustee there is a conflict  between  the  interests  of the
                   Senior Noteholders, on the one hand and the interests of the
                   Mezzanine  Noteholders,  Series 2 Class M Noteholders and/or
                   the Junior Noteholders on  the  other hand, the Note Trustee
                   shall  have  regard  only  to the interests  of  the  Senior
                   Noteholders or (b) if in the  opinion  of  the  Note Trustee
                   there  is a conflict between the interests of the  Mezzanine
                   Noteholders  on the one hand and the interests of the Series
                   2 Class M Noteholders and/or Junior Noteholders on the other
                   hand,  the Note  Trustee  shall  have  regard  only  to  the
                   interests  of  the  Mezzanine  Noteholders  or (c) if in the
                   opinion of the Note Trustee there is a conflict  between the
                   interests  of  the  Series 2 Class M Noteholders on the  one
                   hand and the interests  of  the  Junior  Noteholders  on the
                   other  hand, the Note Trustee shall have regard only to  the
                   interests  of  the Series 2 Class M Noteholders; but so that
                   this  proviso  shall  not  apply  in  the  case  of  powers,
                   authorities  or discretions  in  relation  to  which  it  is
                   expressly stated  that  they  may  be  exercised by the Note
                   Trustee  only  if in its opinion the interests  of  all  the
                   Noteholders would not be materially prejudiced thereby; and

             (iii) it shall not have  regard  to,  or be in any way liable for,
                   the  consequences  of any exercise  thereof  for  any  other
                   Current Issuer Secured Creditor or any other person.

      (r)    The Note Trustee may determine  whether  or  not  a default in the
             performance  by  the  Current Issuer of any obligation  under  the
             provisions of this Deed  or  any  other Current Issuer Transaction
             Document  or  a  default  in the performance  by  Funding  of  any
             obligation under the Current Issuer Intercompany Loan Agreement is
             capable  of  remedy  and/or  whether   the   same   is  materially
             prejudicial  to the interests of the Noteholders or any  class  or
             classes of them  and  if  the  Note Trustee shall certify that any
             such default is, in its opinion,  not  capable  of  remedy  and/or
             materially prejudicial to the interests of the Noteholders or  any
             class or classes of them, such certificate shall be conclusive and
             binding  upon  the  Current  Issuer, the Noteholders and the other
             Current Issuer Secured Creditors.

      (s)    The  Note  Trustee  may, in the conduct  of  its  trust  business,
             instead of acting personally,  employ  and  pay  an  agent  on any
             terms,  whether  or not a lawyer or other professional person,  to
             transact or conduct,  or  concur in transacting or conducting, any
             business and to do or concur in doing all acts required to be done
             by the Note Trustee (including the receipt and payment of monies).

      (t)    In relation to any asset held  by  the  Note  Trustee  under these
             presents,  the Note Trustee may appoint any person to act  as  its
             nominee on any terms.

                                       25

<PAGE>

      (u)    Any trustee  of  these presents being a lawyer, accountant, broker
             or other person engaged  in  any  profession  or business shall be
             entitled  to charge and be paid all usual professional  and  other
             charges for  business  transacted and acts done by him or his firm
             in connection with the trusts  of this Deed and the Current Issuer
             Transaction  Documents  and  also  his   charges  in  addition  to
             disbursements for all other work and business  done  and  all time
             spent  by  him  or his firm in connection with matters arising  in
             connection with this  Deed  and  the  Current  Issuer  Transaction
             Documents,  including  matters  which  might  or should have  been
             attended  to  in person by a trustee not being a  banker,  lawyer,
             broker or other professional person.

      (v)    The Note Trustee  may,  in  the  execution  of  all  or any of the
             trusts, powers, authorities and discretions vested in  it by these
             presents or any of the other Current Issuer Transaction Documents,
             act by responsible officers or a responsible officer for  the time
             being of the Note Trustee.  The Note Trustee may also, whenever it
             thinks  expedient in the interests of the Noteholders, whether  by
             power of  attorney or otherwise, delegate to any person or persons
             all or any  of the trusts, rights, powers, duties, authorities and
             discretions vested  in  it  by  these presents or any of the other
             Current Issuer Transaction Documents.   Any such delegation may be
             made upon such terms and subject to such Current Issuer Conditions
             and subject to such regulations (including  power to sub-delegate)
             as  the  Note  Trustee  may  think  fit  in the interests  of  the
             Noteholders.  The Note Trustee shall give  prompt  notice  to  the
             Current Issuer of the appointment of any delegate as aforesaid and
             shall  procure  that any delegate shall also give prompt notice of
             the appointment of any sub-delegate to the Current Issuer.

      (w)    If the Note Trustee  exercises  reasonable  care  in selecting any
             custodian, agent, delegate, nominee or any other person  appointed
             under  this Clause 10.3 (Powers and Duties) (each, an "APPOINTEE")
             it will  not have any obligation to supervise such Appointee or be
             responsible  for any loss, liability, costs, claim, proceedings or
             expenses  incurred  by  reason  of  such  Appointee's  misconduct,
             omission or  default or the misconduct, omission or default of any
             substitute lawfully appointed by such Appointee.

      (x)    Where it is necessary  or  desirable for any purpose in connection
             with  these presents to convert  any  sum  from  one  currency  to
             another  it  shall  (unless  otherwise  provided  by  this Deed or
             required by law) be converted at such rate or rates in  accordance
             with such method and as at such date for the determination of such
             rate of exchange, as may be specified by the Note Trustee  in  its
             absolute discretion but having regard to current rates of exchange
             if available and the Note Trustee shall not be liable for any loss
             occasioned by the said conversion under this paragraph (x) and any
             rate  mentioned  and  date  so  specified  shall be binding on the
             Current Issuer Secured Creditors.

      (y)    Any consent given by the Note Trustee for the  purposes  of  these
             presents  or any of the other Current Issuer Transaction Documents
             may be given on such terms and subject to such conditions (if any)
             as the Note Trustee thinks fit and may be given retrospectively.

                                       26

<PAGE>

      (z)    The Note Trustee  shall  not  be  liable for any error of judgment
             made in good faith by any officer or  employee of the Note Trustee
             assigned  by the Note Trustee to administer  its  corporate  trust
             matters unless  the Note Trustee was negligent in ascertaining the
             pertinent facts.

      (aa)   The Note Trustee  shall  not (unless required by law or ordered to
             do  so  by  a  court of competent  jurisdiction)  be  required  to
             disclose to any  Noteholder  or  any  other person any information
             made available to the Note Trustee by the  Current  Issuer  or any
             other  person  in connection with the trusts of these presents  or
             any other Current  Issuer  Transaction Documents and no Noteholder
             or any other person shall be entitled to take any action to obtain
             from the Note Trustee any such  information.    The  Note  Trustee
             shall  not be responsible for exercising the rights of any of  the
             parties   under   the  Current  Issuer  Transaction  Documents  or
             considering the basis  upon  which  the  approvals or consents are
             granted by any of the parties under the Current Issuer Transaction
             Documents.

      (bb)   Notwithstanding  anything  else  in  these presents,  the  Current
             Issuer Notes or any other Current Issuer Transaction Document, the
             Note Trustee may refrain from doing anything  which would or might
             in its opinion be contrary to any law of any jurisdiction  or  any
             directive  or regulation of any governmental agency or which would
             or might otherwise  render  it  liable  to  any  person and may do
             anything  which is, in its opinion, necessary to comply  with  any
             such law, directive or regulation.

      (cc)   The Note Trustee  shall  not  be liable to any person by reason of
             having acted upon an Extraordinary  Resolution  in  writing or any
             Extraordinary Resolution or other resolution whether in writing or
             purporting to have been passed at any Meeting of all  or any class
             or  classes  in respect whereof minutes have been made and  signed
             even though subsequent  to  its  acting it may be found that there
             was some defect in the constitution  of the Meeting or the passing
             of the resolution or (in the case of an  Extraordinary  Resolution
             or  other  resolution  in  writing)  that not all Noteholders  had
             signed the Extraordinary Resolution or  other  resolution  or that
             for  any reason the resolution was not valid or binding upon  such
             Noteholders.

      (dd)   Without  prejudice  to  the  right  of the Note Trustee to require
             and/or accept any other evidence, the  Note  Trustee may accept as
             conclusive  evidence  of  any  fact or matter in relation  to  the
             Current Issuer or required to be  certified  by the Current Issuer
             under the Current Issuer Conditions, a certificate  signed  by two
             directors of the Current Issuer and the Note Trustee shall not  be
             bound  in  any  such  case  to  call  for  further  evidence or be
             responsible for any liability that may be occasioned  by it or any
             other person acting on such certificate.

      (ee)   The  Note  Trustee shall not be liable to any person by reason  of
             having  accepted   as  valid  or  not  having  rejected  any  Note
             Certificate purporting  to  be  such  and subsequently found to be
             forged or not authentic.

      (ff)   The Note Trustee shall not be liable to  the Current Issuer or any
             Noteholder by reason of having accepted as  valid  or  not  having
             rejected any entry on the

                                       27

<PAGE>

             Register  later found to be forged or not authentic and can assume
             for all purposes in relation hereto that any entry on the Register
             is correct.

      (gg)   The Note Trustee shall be entitled to assume, for the purposes  of
             exercising  any power, right, trust, authority, duty or discretion
             under or in relation to these presents or any of the other Current
             Issuer Transaction  Documents,  (i) that such exercise will not be
             materially prejudicial to the interests  of  any  class  of Senior
             Noteholders if each of the Rating Agencies has confirmed that  the
             then  current  rating  by  it  of  the  Senior  Notes would not be
             adversely affected by such exercise, (ii) that such  exercise will
             not  be  materially prejudicial to the interests of any  class  of
             Mezzanine Noteholders if each of the Rating Agencies has confirmed
             that the then  current  rating  by it of the Mezzanine Notes would
             not  be  adversely  affected by such  exercise,  (iii)  that  such
             exercise will not be  materially  prejudicial  to the interests of
             the  Series 2 Class M Noteholders if each of the  Rating  Agencies
             has confirmed  that  the then current rating by it of the Series 2
             Class M Notes would not be adversely affected by such exercise and
             (iv) that such exercise  will not be materially prejudicial to the
             interests of any class of Junior Noteholders if each of the Rating
             Agencies has confirmed that  the  then current rating by it of the
             Junior Notes will not be adversely affected by such exercise.

      (hh)   The Note Trustee may call for any certificate or other document to
             be issued by DTC, Euroclear or Clearstream,  Luxembourg  as to the
             Principal  Amount Outstanding of the Current Issuer Notes standing
             to the account  of  any  person.   Any  such  certificate or other
             document  shall be conclusive and binding for all  purposes.   The
             Note Trustee shall not be liable to any person by reason of having
             accepted as  valid or not having rejected any certificate or other
             document to such  effect purporting to be issued by DTC, Euroclear
             or Clearstream, Luxembourg  and subsequently found to be forged or
             not authentic.

      (ii)   The Note Trustee shall have no  responsibility for the maintenance
             of any rating of any of the Current  Issuer  Notes  by  the Rating
             Agencies or any other person.

      (jj)   If  required by Section 313(a) of the Trust Indenture Act,  within
             60 days after 31st December of any year and commencing 31 December
             2003,  the  Note  Trustee shall deliver to each Noteholder a brief
             report dated as of  such  31st December that complies with Section
             313(a) of the Trust Indenture  Act.   The  Note Trustee also shall
             comply  with  Sections  313(b),  313(c) and 313(d)  of  the  Trust
             Indenture Act.  Reports delivered  pursuant to this paragraph (jj)
             shall be sent as provided in Clause 19 (Notices).

      (kk)   The  Note Trustee shall comply with Trust  Indenture  Act  Section
             311(a),  excluding  any  creditor  relationship  listed  in  Trust
             Indenture Act Section 311(b).  A Note Trustee who has resigned  or
             been  removed  shall  be  subject  to  Trust Indenture Act Section
             311(a) to the extent indicated therein.   The  provisions of Trust
             Indenture Act Section 311 shall apply to the Current Issuer as the
             obligor of the Current Issuer Notes.

                                       28

<PAGE>

      (ll)   If a Note Event of Default occurs and is continuing  and  if it is
             known  to  an  Authorised  Officer  of  the Note Trustee, the Note
             Trustee shall mail to each Noteholder notice of such Note Event of
             Default within 90 days after it occurs.

      (mm)   The Note Trustee has no responsibility to  verify  or  monitor the
             contents   of,  or  (if  applicable)  to  check  any  calculations
             contained  in,  any  reports,  information,  documents,  Officers'
             Certificates and Opinions of Counsel delivered to the Note Trustee
             in  accordance   with  paragraphs  (u)  (United  States  Reporting
             Requirements), (ee)  (Information  Regarding  Noteholders) or (ff)
             (Officers' Certificates and Opinions of Counsel;  Statements to be
             Contained  Therein) of Clause 5 (Covenants by Current  Issuer)  or
             Clause 16 (Certificates  and Opinions), and is under no obligation
             to  inform  Noteholders  of the  contents  of  any  such  reports,
             information, documents, Officers'  Certificates  and  Opinions  of
             Counsel,  other  than allowing Noteholders upon reasonable notice,
             to  inspect  such  reports,   information,   documents,  Officers'
             Certificates and Opinions of Counsel.

      (nn)   The powers conferred by these presents upon the  Note  Trustee  or
             any  Receiver  shall be in addition to and not in substitution for
             any powers which  may  from  time to time be conferred on the Note
             Trustee or any such Receiver by statute or under common law.

      (oo)   The Note Trustee has no duties  or  responsibilities  except those
             expressly  set  out  in  this Deed or in the other Current  Issuer
             Transaction Documents.

      (pp)   In the absence of knowledge or express notice to the contrary, the
             Note Trustee may assume without  enquiry  (other than requesting a
             certificate of the Current Issuer) that no  Current  Issuer  Notes
             are  for  the time being held by or for the benefit of the Current
             Issuer.

      (qq)   The Note Trustee may, without the consent of the Current Issuer or
             the Noteholders prescribe such regulations regarding the giving of
             directions  by  the  Noteholders as provided in the Current Issuer
             Conditions,  as  the Note  Trustee  may  in  its  sole  discretion
             determine.

      (rr)   Without  prejudice   to  the  provisions  of  any  Current  Issuer
             Transaction Documents  relating  to  insurance,  the  Note Trustee
             shall  not  be  under any obligation to insure any of the  Current
             Issuer Charged Property  or  the  Funding  Charged Property or any
             deeds or documents of title or other evidence  in  respect  of the
             Current Issuer Charged Property or the Funding Charged Property or
             to  require  any  other  person  to maintain any such insurance or
             monitor  the  adequacy  of any such insurance  and  shall  not  be
             responsible for any liability  which may be suffered by any person
             as a result of the lack of or inadequacy of any such insurance.

      (ss)   The Note Trustee shall have no liability  whatsoever for any loss,
             cost,  damages  or  expenses  directly or indirectly  suffered  or
             incurred by a person as a result  of  the  delivery  by  the  Note
             Trustee to the Current Issuer or to any other party to the Current
             Issuer  Transaction  Documents  of  a  certificate  as to material
             prejudice pursuant to the Current Issuer Conditions or any Current

                                       29

<PAGE>

             Issuer Transaction  Documents on the basis of an opinion formed by
             it in good faith.

      (tt)   For  the purpose of either Condition 5(D) (Optional Redemption  in
             Full)  or  Condition  5(E)  (Optional Redemption for Tax and other
             Reasons), the Note Trustee shall not be satisfied that the Current
             Issuer will be in a position to fulfil its obligations referred to
             therein unless, inter alia, either  (i)  the  Current  Issuer  has
             available  to it sufficient cash in the Current Issuer Transaction
             Account and/or  in  Authorised Investments which will mature on or
             before the relevant Payment  Date  or  (ii) the Current Issuer has
             entered into a legally binding contract  with  an  entity  (a) the
             long term unsecured debt of which is rated at least as high as the
             then  current  rating  of  the  Current Issuer Notes by the Rating
             Agencies or (b) any of whose short  term  unsecured  debt is rated
             A-1  by  S&P and P-1 by Moody's to provide sufficient cash  on  or
             before the  relevant  Payment  Date,  in  each  case to enable the
             Current Issuer to fulfil its obligations as aforesaid.

10.4  NO  FINANCIAL  LIABILITY:  Notwithstanding any other provision  of  these
      presents or of any other Current  Issuer  Transaction  Document,  nothing
      shall  require  the Note Trustee to risk its own funds or otherwise incur
      any financial liability in the performance of any of its duties or in the
      exercise of any of  its  rights or powers or otherwise in connection with
      these  presents  or  any  other   Current   Issuer  Transaction  Document
      (including,  without  limitation, forming any opinion  or  employing  any
      legal, financial or other adviser), if it shall believe that repayment of
      such funds or adequate  indemnity  against  such risk or liability is not
      assured to it. The Note Trustee shall not be  responsible  for exercising
      the  rights  of  any  of the parties under the Current Issuer Transaction
      Documents or considering  the  basis upon which the approvals or consents
      are granted by any of the parties  under  the  Current Issuer Transaction
      Documents.

10.5  ASCERTAINING  DEFAULT:   The  Note Trustee shall not  be  responsible  or
      liable for:

      (a)    exercising any rights or  powers  which  are assigned to it by any
             party  to  the  Current  Issuer Transaction Documents,  including,
             without limitation, any servicing,  administration  and management
             functions  in  relation  to  the Mortgage Loans and shall  not  be
             liable to any person for the exercise  or non-exercise of any such
             rights and powers;

      (b)    ascertaining whether a default has occurred under the terms of any
             of the Current Issuer Transaction Documents  and  nor  is the Note
             Trustee responsible for taking any action in connection  with  any
             such default or alleged default;

10.6  RATING  OF  CURRENT  ISSUER  NOTES:   The  Note  Trustee  shall  have  no
      responsibility  for  the  maintenance of any rating of the Current Issuer
      Notes by the Rating Agencies  or  any  other  credit-rating agency or any
      other person.

10.7  DELIVERY  OF  CERTIFICATES:   The Note Trustee shall  have  no  liability
      whatsoever for any loss, cost damages  or expenses directly or indirectly
      suffered or incurred by the Current Issuer,  any  Noteholder or any other
      person as a result of the delivery by the Note Trustee  of a certificate,
      or the omission by it to deliver a certificate, to the Current  Issuer as
      to  material  prejudice, on the basis of an opinion formed by it in good

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      faith.

10.8  ASSUMPTION OF NO  DEFAULT:  Except  to  the  extent  required pursuant to
      Section 315(b) of the Trust Indenture Act, the Note Trustee  shall not be
      bound  to  ascertain whether any Current Issuer Note Event of Default  or
      Potential Current  Issuer  Event  of  Default  has happened and, until it
      shall have actual knowledge or express notice to  the  contrary, the Note
      Trustee  shall  be  entitled to assume that no such Current  Issuer  Note
      Event  of  Default or Potential  Current  Issuer  Event  of  Default  has
      happened and  that the Current Issuer is observing and performing all the
      obligations on its part under the Current Issuer Notes and these presents
      and no event has  happened  as  a consequence of which any Current Issuer
      Notes may become repayable.

10.9  ASSUMPTION OF NO INTERCOMPANY LOAN DEFAULT: The Note Trustee shall not be
      bound to ascertain whether any Intercompany  Loan  Event  of  Default  or
      Potential  Intercompany  Loan Event of Default has happened and, until it
      shall have actual knowledge  or  express notice to the contrary, the Note
      Trustee shall be entitled to assume  that no such Intercompany Loan Event
      of Default or Potential Intercompany Loan  Event  of Default has happened
      and that Funding is observing and performing all the  obligations  on its
      part;

10.10 COMMERCIAL  TRANSACTIONS:   The  Note Trustee shall not, and no director,
      officer or employee of any corporation  being a Note Trustee hereof shall
      by reason of the fiduciary position of the  Note  Trustee  be  in any way
      precluded  from  making  any  commercial  contracts or entering into  any
      commercial transactions with any party to the  Current Issuer Transaction
      Documents,  whether  directly  or  through any subsidiary  or  associated
      company, or from accepting the trusteeship  of any other debenture stock,
      debentures or securities of any party to the  Current  Issuer Transaction
      Documents,  and without prejudice to the generality of these  provisions,
      it is expressly declared that such contracts and transactions include any
      contract  or  transaction  in  relation  to  the  placing,  underwriting,
      purchasing, subscribing  for  or  dealing  with or lending monies upon or
      making  payments  in respect of or any stock,  shares,  debenture  stock,
      debentures or other  securities  of  any  party  to  the  Current  Issuer
      Transaction  Documents  or  any  contract  of banking or insurance of any
      party to the Current Issuer Transaction Documents  and  neither  the Note
      Trustee  nor  any such director, officer or employee shall be accountable
      to any Noteholder  or  to  any  party  to  the Current Issuer Transaction
      Documents for any profit, fees, commissions, interest, discounts or share
      of  brokerage earned, arising or resulting from  any  such  contracts  or
      transactions,  and  the  Note  Trustee  and any such director, officer or
      employee shall also be at liberty to retain  the  same without accounting
      therefor.

10.11 DISAPPLICATION:  Section 1 of the Trustee Act 2000 shall not apply to the
      duties of the Note Trustee in relation to the trusts  constituted by this
      Deed.  Where there are any inconsistencies between the  Trustee  Acts and
      the  provisions  of this Deed, the provisions of this Deed shall, to  the
      extent allowed by law, prevail and, in the case of any such inconsistency
      with the Trustee Act 2000, the provisions of this Deed shall constitute a
      restriction or exclusion for the purposes of that Act.

10.12 NOTE  TRUSTEE LIABLE  FOR  NEGLIGENCE  ETC.:  Notwithstanding  any  other
      provision  of  these  presents,  in compliance with Section 315(d) of the
      Trust Indenture Act, none of the provisions  of  these presents shall, in
      any case in which the Note Trustee has failed to show  the degree of care
      and  diligence required of it as trustee under these presents

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      (including any requirement  under the Trust Indenture Act), having regard
      to the  provisions of these  presents  conferring on the Note Trustee any
      powers,  authorities  or  discretions,  relieve the Note  Trustee from or
      indemnify the Note Trustee against any liabilities which by virtue of any
      rule of law  (including  any provision of the Trust  Indenture Act) would
      otherwise attach to it in respect of any negligence,  default,  breach of
      duty or  breach of trust of which it may be  guilty  in  relation  to its
      duties under these presents.

11.   MODIFICATION AND WAIVER

11.1  MODIFICATION:   The  Note  Trustee may without the consent or sanction of
      relevant class or classes of the Noteholders at any time and from time to
      time concur with the Current  Issuer in making any modification (except a
      Basic  Terms  Modification (as defined  in  Schedule  4  (Provisions  for
      Meetings of Noteholders)  hereto))  (i)  to  these  presents, the Current
      Issuer  Notes  or any of the other Current Issuer Transaction  Documents,
      provided that the  Note  Trustee is of the opinion that such modification
      will not be materially prejudicial to the interests of the relevant class
      or classes of Noteholders;  or (ii) to these presents, the Current Issuer
      Notes or any of the other Current Issuer Transaction Documents, if in the
      opinion of the Note Trustee such  modification  is  of a formal, minor or
      technical nature or to correct a manifest error or proven error; or (iii)
      to  any  of  the  Current Issuer Transaction Documents which  it  may  be
      necessary to make or which are required by the Rating Agencies in respect
      of any New Issuer or  any  other  person  who  has  executed an Accession
      Undertaking  pursuant  to  Clause 3.11 (New Intercompany  Loans)  of  the
      Funding Deed of Charge or Clause 2.2 (New Intercompany Loan Agreement) of
      the Intercompany Loan Terms  and Conditions. Any such modification may be
      made on such terms and subject  to  such  conditions (if any) as the Note
      Trustee may determine, shall be binding upon  the Noteholders and, unless
      the  Note  Trustee  agrees otherwise, shall be notified  by  the  Current
      Issuer to the Noteholders  and the Rating Agencies in accordance with the
      Current Issuer Conditions as  soon  as practicable thereafter. So long as
      any of the Current Issuer Notes are rated  by  the  Rating  Agencies, the
      Current  Issuer  shall notify the Rating Agencies in writing as  soon  as
      reasonably practicable  thereafter  of any modification to the provisions
      of these presents, the Current Issuer  Notes  or any of the other Current
      Issuer Transaction Documents. The Note Trustee  may  also  agree, without
      the  consent  of  the Noteholders, to a change of the laws governing  the
      Current Issuer Notes  and/or  the  Current  Issuer  Transaction Documents
      provided that such change would not, in the opinion of  the Note Trustee,
      be materially prejudicial to the interests of the Noteholders.

11.2  WAIVER:   Subject  as expressly provided otherwise in the Current  Issuer
      Notes or in any other  Current  Issuer  Transaction  Document,  the  Note
      Trustee  may  from  time  to  time and at any time without the consent or
      sanction of the relevant class  or  classes  of  Noteholders  and without
      prejudice to its rights in respect of any subsequent breach, but  only if
      and  in  so far as in its opinion the interests of the relevant class  or
      classes of  Noteholders shall not be materially prejudiced thereby, waive
      or authorise  any  breach or proposed breach by the Current Issuer or any
      other party thereto  of  any  of the covenants or provisions contained in
      these  presents  or  in  any  of the  other  Current  Issuer  Transaction
      Documents or determine that any  Note  Event  of  Default  shall  not  be
      treated as such for the purposes of these presents and the Current Issuer
      Notes provided always that the Note Trustee shall not exercise any powers
      conferred  on it

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<PAGE>

      by this  Clause in  contravention  of any express  direction  given by an
      Extraordinary  Resolution, or of a request in writing made by the holders
      of not less  than 25 per  cent.  in  aggregate  principal  amount  of the
      relevant  class of Current Issuer Notes then  outstanding,  in accordance
      with the Current  Issuer  Conditions  (but so that no such  direction  or
      request  shall  affect  any  waiver,   authorisation   or   determination
      previously   given  or  made).   Any  such   waiver,   authorisation   or
      determination  may be given or made on such  terms  and  subject  to such
      conditions (if any) as the Note Trustee may  determine,  shall be binding
      on the  Noteholders  and,  if,  but only if,  the Note  Trustee  shall so
      require,  shall be notified by the Current  Issuer to the  Noteholders in
      accordance  with the Current  Issuer  Conditions  as soon as  practicable
      thereafter. The provisions of this Clause 11.2 (Waivers) shall be in lieu
      of  Section   316(a)(1)(B)   of  the  Trust  Indenture  Act  and  Section
      316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
      these  presents and the Current  Issuer Notes,  as permitted by the Trust
      Indenture Act.

11.3  MATERIAL  PREJUDICE:  For  the  avoidance  of  doubt (in the  context  of
      deciding  material prejudice in respect of Clauses  11.1  (Modifications)
      and 11.2 (Waiver)),  if  the  Note  Trustee considers in its sole opinion
      that the Noteholders of the same class  of any or all series to which the
      modification or waiver relates are materially prejudiced by such waivers,
      the Note Trustee will not be able to sanction such modification or waiver
      itself,  and  will  instead require an Extraordinary  Resolution  of  the
      Noteholders of the Current  Issuer  Notes of such class outstanding to be
      passed by means of a Meeting.  In accordance  with  the general provision
      contained herein, such Extraordinary Resolution must  also be ratified by
      the  Noteholders  of  the  Current  Issuer Notes of the higher  class  or
      classes in order for the Extraordinary Resolution which seeks approval of
      the modification or waiver to be valid and effective.

12.   ENTITLEMENT TO TREAT HOLDER AS OWNER

      The Current Issuer, the Note Trustee  and  any  Paying  Agent may (to the
      fullest extent permitted by applicable laws) deem and treat the holder of
      any Note Certificate as the absolute owner of such Note Certificate,  for
      all purposes (whether or not such Current Issuer Note represented by such
      Note  Certificate  shall  be  overdue and notwithstanding any notation of
      ownership or other writing thereon or any notice of loss or theft of such
      Note  Certificate), and, except  as  ordered  by  a  court  of  competent
      jurisdiction  or  as  required by applicable law, the Current Issuer, the
      Note Trustee and the Paying Agents shall not be affected by any notice to
      the contrary. All payments made to any such holder shall be valid and, to
      the extent of the sums  so  paid,  effective to satisfy and discharge the
      liability for the monies payable in respect of such Current Issuer Note.

13.   CURRENCY INDEMNITY

13.1  CURRENCY AND INDEMNITY: The sole currency  of  account  and  payment (the
      "CONTRACTUAL CURRENCY") for all sums payable by the Current Issuer  under
      or  in  connection  with these presents, the Current Issuer Notes and the
      other Current Issuer  Secured  Obligations  including  damages  is (a) in
      relation to any class of Current Issuer Notes, the currency in which such
      class  of  Current  Issuer  Notes  is denominated and (b) in relation  to
      Clauses 9.1 (Normal Remuneration), 9.2 (Extra Remuneration), 9.3 (Failure
      to Agree), 9.4 (Expenses), 9.5 (Indemnity), 9.7 (VAT) and 9.8 (Interest),
      pounds sterling.  An amount received  or  recovered  in  a currency other
      than  the

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<PAGE>

      Contractual Currency (whether as a result of, or of the enforcement of, a
      judgment or order of a court of any  jurisdiction,  in the  winding-up or
      dissolution of the Current  Issuer or otherwise),  by the Note Trustee or
      any Noteholder or other Current  Issuer  Secured  Creditors in respect of
      any sum  expressed  to be due to it from the  Current  Issuer  will  only
      discharge the Current  Issuer to the extent of the  Contractual  Currency
      amount  which  the  recipient  is able to  purchase  with the  amount  so
      received or recovered in that other  currency on the date of that receipt
      or recovery (or, if it is not  practicable  to make that purchase on that
      date,  on the first  date on which it is  practicable  to do so).  If the
      Contractual  Currency amount is less than the Contractual Currency amount
      expressed to be due to the recipient  under these presents or the Current
      Issuer  Notes,  or the other  Current  Issuer  Transaction  Documents the
      Current Issuer will indemnify the recipient against any loss sustained by
      it as a result.  In any event,  the  Current  Issuer will  indemnify  the
      recipient against the cost of making any such purchase.

13.2  INDEMNITIES  SEPARATE:   The  indemnities  in these  presents  constitute
      separate and independent obligations from the  other obligations in these
      presents and the other Current Issuer Transaction  Documents,  will  give
      rise   to   separate   and  independent  causes  of  action,  will  apply
      irrespective of any indulgence  granted  by  the  Note Trustee and/or any
      Noteholder or other Current Issuer Secured Creditor  and will continue in
      full force and effect despite any judgment, order, claim  or  proof for a
      liquidated  amount  in  respect of any sum due under these presents,  the
      Current Issuer Notes, any  other  Current Issuer Transaction Documents or
      any other judgment or order.  Any such loss as referred to in Clause 13.1
      (Currency and Indemnity) shall be deemed to constitute a loss suffered by
      the Note Trustee, the Noteholders or  the relevant Current Issuer Secured
      Creditors and no proof or evidence of any  actual  loss shall be required
      by the Current Issuer or its liquidator or liquidators.

14.   APPOINTMENT, REMOVAL AND RETIREMENT OF NOTE TRUSTEE

14.1  POWER OF CURRENT ISSUER:  Subject to the provisions  of  this  Clause  14
      (Appointment,  Removal  and  Retirement  of  Note  Trustee), the power of
      appointing a new Note Trustee in place of an existing  Note Trustee shall
      be vested in the Current Issuer but such appointment or  removal  must be
      approved  by (save to the extent otherwise provided in the Current Issuer
      Conditions)  an  Extraordinary  Resolution of the Senior Noteholders, the
      Mezzanine Noteholders, the Series  2  Class  M Noteholders and the Junior
      Noteholders of the Notes then outstanding.  A  trust  corporation  may be
      appointed sole trustee hereof but subject thereto there shall be at least
      two  trustees hereof, one at least of which shall be a trust corporation.
      Any appointment  of  a new Note Trustee and any retirement of an existing
      Note Trustee hereof shall  as  soon as practicable thereafter be notified
      by the Current Issuer to the Noteholders.  Any new Note Trustee must meet
      the   requirements   set   out   in   Clause    14.2   (Eligibility   and
      Disqualification) and Clause 14.6 (Retirement or Removal Not Effective).

14.2  ELIGIBILITY  AND DISQUALIFICATION: This Deed shall  always  have  a  Note
      Trustee which  shall  be  eligible  to  act  as  Note Trustee under Trust
      Indenture Act Sections 310(a)(1) and 310(a)(2).  The  Note  Trustee shall
      have a combined capital and surplus of at least $50,000,000 as  set forth
      in  its  most  recent published annual report of condition.  If the  Note
      Trustee  has or shall  acquire  any  "CONFLICTING  INTEREST"  within  the
      meaning of  Trust  Indenture Act Section 310(b), the Note Trustee and the
      Current Issuer shall  comply  with  the provisions of Trust Indenture Act
      Section 310(b); provided, however,

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<PAGE>

      that there shall be excluded  from the  operation of Trust  Indenture Act
      Section  310(b)(1)  any deed or deeds  under which  other  securities  or
      certificates  of interest or  participation  in other  securities  of the
      Current Issuer are outstanding if the requirements for such exclusion set
      forth in Trust  Indenture  Act Section  310(b)(1) are met. If at any time
      the Note  Trustee  shall  cease to be  eligible  in  accordance  with the
      provisions of this Clause 14.2  (Eligibility and  Disqualification),  the
      Note  Trustee  shall  resign  promptly  in the manner and with the effect
      specified in Clause 14.5 (Retirement or Removal of Note Trustee).

14.3  POWERS  OF NOTE TRUSTEE TO APPOINT:  Notwithstanding  the  provisions  of
      Clause 14.1  (Power of Current Issuer), the Note Trustee may (as attorney
      for the Current  Issuer)  upon  giving prior notice to the Current Issuer
      but without the consent of the Current  Issuer or the Noteholders appoint
      any person established or resident in any  jurisdiction  (whether a trust
      corporation  or  not)  to act either as a separate trustee or  as  a  co-
      trustee jointly with the Note Trustee:

      (a)    if the Note Trustee  considers  such  appointment  to  be  in  the
             interests of the Noteholders; or

      (b)    for   the  purposes  of  conforming  to  any  legal  requirements,
             restrictions  or  Current Issuer Conditions in any jurisdiction in
             which any particular act or acts is or are to be performed; or

      (c)    for the purposes of  obtaining  a  judgment in any jurisdiction or
             the enforcement in any jurisdiction  of  either a judgment already
             obtained or any of the provisions of these  presents or any of the
             other  Current  Issuer Transaction Documents against  the  Current
             Issuer or any other party thereto.

      The Current Issuer hereby irrevocably appoints the Note Trustee to be its
      attorney in its name and  on its behalf to execute any such instrument of
      appointment. Such a person  shall  (subject  always  to the provisions of
      these presents and any other Current Issuer Transaction Document to which
      the  Note Trustee is a party) have such trusts, powers,  authorities  and
      discretions  (not  exceeding those conferred on the Note Trustee by these
      presents or any of the  other  Current  Issuer  Transaction  Documents to
      which  the  Note  Trustee is a party) and such duties and obligations  as
      shall be conferred  or  imposed  on  it by the instrument of appointment.
      The  Note Trustee shall have power in like  manner  to  remove  any  such
      person.  Such proper remuneration as the Note Trustee may pay to any such
      person,  together  with  any  attributable  costs,  charges  and expenses
      incurred by it in performing its function as such separate trustee or co-
      trustee,  shall  for the purposes of these presents be treated as  costs,
      charges and expenses incurred by the Note Trustee.

14.4  MULTIPLE TRUSTEES:   Whenever  there  shall  be  more  than  two trustees
      hereof,  the  majority  of  such  trustees  shall (provided such majority
      includes a trust corporation) be competent to  execute  and  exercise all
      the trusts, powers, authorities and discretions vested by these  presents
      and  any  of  the  other Current Issuer Transaction Documents in the Note
      Trustee generally.

14.5  RETIREMENT OR REMOVAL  OF  NOTE  TRUSTEE:   Subject as provided in Clause
      14.6 (Retirement or Removal not Effective), any Note Trustee for the time
      being of this Deed may retire at any time upon giving not less than three
      months' prior notice in

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<PAGE>

      writing to the Current Issuer without  assigning any reason  therefor and
      without being  responsible for any costs resulting from such  retirement.
      The  Noteholders  may  by  Extraordinary  Resolution  of  each  class  of
      Noteholders  remove any trustee or  trustees  for the time being of these
      presents

14.6  RETIREMENT OR  REMOVAL  NOT  EFFECTIVE:  The retirement or removal of any
      Note Trustee shall not become effective unless (i) there remains at least
      one  trustee  hereof  being  a  trust corporation  in  office  upon  such
      retirement or removal and (ii) while  the  Bank  of New York remains Note
      Trustee, the Bank of New York, in its capacity as  Security Trustee shall
      also  retire or be removed simultaneously. The Current  Issuer  covenants
      that, in  the  event of a trustee (being a sole trustee or the only trust
      corporation) giving notice or being removed under Clause 14.5 (Retirement
      or Removal of Note Trustee) it shall use its best endeavours to procure a
      new Note Trustee  of  these  presents  (being  a trust corporation) to be
      appointed as soon as reasonably practicable thereafter (for the avoidance
      of doubt, on the same terms as these presents).   If  within  30  days of
      having  given  notice of its intention to retire, the Current Issuer  has
      failed to appoint  a  replacement Note Trustee, the outgoing Note Trustee
      will  be entitled to appoint  its  successor  provided  that  the  Rating
      Agencies  confirm  that  the  then  current ratings of the Current Issuer
      Notes shall not be either downgraded  or  reviewed  as  a  result of such
      appointment.

15.   TRUST INDENTURE ACT PREVAILS

      If  any  provision of these presents limits, qualifies or conflicts  with
      another provision  which is required to be included in these presents by,
      and is not subject to  a  contractual  waiver  under, the Trust Indenture
      Act, the required provision of the Trust Indenture Act shall be deemed to
      be incorporated into these presents and shall prevail.

16.   CERTIFICATES AND OPINIONS

16.1  EVIDENCE OF COMPLIANCE AS TO CONDITIONS PRECEDENT:   Upon  any request or
      application by the Current Issuer to the Note Trustee to take  any action
      under this Trust Deed or these presents, the Current Issuer shall furnish
      to  the  Note  Trustee  in  accordance  with  Section 314(c) of the Trust
      Indenture Act:

      (a)    an Officers' Certificate (which shall include  the  statements set
             forth  in  Clause  16.2  (Statements Required in Certificates  and
             Opinions) below stating that,  in  the opinion of the signers, all
             conditions  precedent,  if any, provided  for  in  these  presents
             relating to the proposed action have been complied with; and

      (b)    an Opinion of Counsel (which  shall  include  the  statements  set
             forth  in  Clause  16.2  (Statements  Required in Certificates and
             Opinions) below) stating that, in the opinion of such counsel, all
             such conditions precedent, if any, provided  for in these presents
             relating to the proposed action have been complied with.

16.2  STATEMENTS REQUIRED IN CERTIFICATES AND OPINIONS:  Each  certificate  and
      opinion  with respect to compliance with a condition or covenant provided
      for in these  presents  or  these  presents,  in  accordance with Section
      314(e) of the Trust Indenture Act, shall include:

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<PAGE>

      (a)    a statement that the person making such certificate or opinion has
             read  such  covenant  or  condition  and the definitions  relating
             thereto;

      (b)    a brief statement as to the nature and scope of the examination or
             investigation upon which the statements  or  opinions contained in
             such certificate or opinion are based;

      (c)    a statement that, in the opinion of such person, it or he has made
             such examination or investigation as is necessary  to  enable such
             person  to  express an informed opinion as to whether or not  such
             covenant or condition has been complied with; and

      (d)    a statement as  to  whether or not, in the opinion of such person,
             such covenant or condition has been complied with.

17.   RELEASE OF COLLATERAL

17.1  LIMITATION ON RELEASE: Except  to  the  extent expressly provided in this
      Clause 17 (Release of Collateral), the Note  Trustee  shall  release  the
      property  from  the  security  constituted  by the Current Issuer Deed of
      Charge only upon receipt of a request from the Current Issuer accompanied
      by an Officers' Certificate, an Opinion of Counsel  and  certificates  of
      independent  parties  in  accordance  with  Trust  Indenture Act Sections
      314(c)  and  314(d)(1)  ("INDEPENDENT  CERTIFICATES") or  an  Opinion  of
      Counsel in lieu of such Independent Certificates  to  the effect that the
      Trust Indenture Act does not require any such Independent Certificates.

17.2  FAIR  VALUE:  Prior to the release of any property or securities  subject
      to the  lien  of  the  Current  Issuer Deed of Charge, the Current Issuer
      shall, in addition to any obligation  imposed  in this Clause 17 (Release
      of  Collateral)  or  elsewhere  in these presents, furnish  to  the  Note
      Trustee an Officers' Certificate  certifying  or  stating  the opinion of
      each person signing such certificate as to the fair value to  the Current
      Issuer of the property or securities to be so released.  The officers  so
      certifying may consult with, and may conclusively rely upon a certificate
      as  to  the  fair  value of such property provided to such officers by an
      internationally recognised  financial  institution with expertise in such
      matters. Whenever the Current Issuer is  required  to furnish to the Note
      Trustee an Officers' Certificate certifying or stating the opinion of any
      signer  thereof  as  to the matters described in this Clause  17.2  (Fair
      Value), the Current Issuer  shall  also  deliver  to  the Note Trustee an
      Independent Certificate as to the same matters, if the  fair value to the
      Current  Issuer of the property to be so released and of all  other  such
      property made the basis of any such release since the commencement of the
      then current  fiscal  year  of  the  Current  Issuer, as set forth in the
      certificates   delivered  pursuant  to  this  Clause   17   (Release   of
      Collateral), is  10%  or  more of the Principal Amount Outstanding of the
      Current Issuer Notes, but such  a  certificate need not be furnished with
      respect to any property so released  if  the  fair  value  thereof to the
      Current Issuer as set forth in the related Officers' Certificate  is less
      than  $25,000  (or  its  equivalent)  or  less  than one per cent. of the
      Principal Amount Outstanding of the Current Issuer Notes.

17.3  NO IMPAIRMENT: Whenever any property is to be released  from the security
      constituted  by  the  Current  Issuer Deed of Charge, the Current  Issuer
      shall  also  furnish  to  the  Note  Trustee   an  Officer's  Certificate
      certifying or stating the opinion of each

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<PAGE>

      person  signing such  certificate  that in the opinion of such person the
      proposed  release will not impair the security  under the Current  Issuer
      Deed of Charge in contravention of the provisions hereof.

17.4  PAYMENTS  UNDER  CURRENT  ISSUER  TRANSACTION  DOCUMENTS: Notwithstanding
      anything  to the contrary contained herein, the Current  Issuer  may  (a)
      make cash payments  out  of  the Current Issuer Bank Accounts relating to
      the Current Issuer Notes as and  to  the  extent permitted or required by
      the  Current Issuer Transaction Documents (b)  act  in  relation  to  the
      Current  Issuer  Charged  Property  as permitted under the Current Issuer
      Deed of Charge and (c) take any other  action  not  inconsistent with the
      Trust Indenture Act.

18.   RIGHTS CUMULATIVE

      The  respective rights of the Note Trustee and the Noteholders  to  these
      presents  are  cumulative and may be exercised as often as each considers
      appropriate and  are  in  addition  to  their respective rights under the
      general law. No failure on the part of the Note Trustee or any Noteholder
      to  exercise,  and  no delay in exercising,  any  right  hereunder  shall
      operate as a waiver thereof,  nor shall any single or partial exercise of
      any such right preclude any other  or  further  exercise  thereof  or the
      exercise  of  any  other  right.  The  remedies  in  these  presents  are
      cumulative and not exclusive of any remedies provided by law.

19.   NOTICES

19.1  Any  notices  or other communication or document to be given or delivered
      pursuant to these  presents  to  any  of  the  parties  hereto  shall  be
      sufficiently  served  if  sent by prepaid first class post, by hand or by
      facsimile transmission and  shall  be  deemed to be given (in the case of
      facsimile transmission) when despatched  or  (where delivered by hand) on
      the day of delivery if delivered before 17.00  hours on a London Business
      Day or on the next London Business Day if delivered thereafter or (in the
      case  of  first  class post) when it would be received  in  the  ordinary
      course of the post and shall be sent:

      (a)    in the case  of  the Current Issuer, to Granite Mortgages 03-2 plc
             c/o Fifth Floor, 100  Wood  Street,  London  EC2V  7EX  (facsimile
             number  020  7606 0643) for the attention of The Company Secretary
             with a copy to  Northern  Rock plc, Northern Rock House, Gosforth,
             Newcastle upon Tyne NE3 4PL  (facsimile  number 0191 213 2203) for
             the attention of the Group Secretary;

      (b)    in the case of the Note Trustee, to The Bank  of  New  York,  48th
             Floor,  One  Canada  Square, London E14 5AL (facsimile number  020
             7964 6061/6399) for the  attention  of  (Corporate  Trust)  Global
             Structured Finance;

      or to such other address or facsimile number or for the attention of such
      other  person or entity as may from time to time be notified by any party
      to the others by fifteen days prior written notice in accordance with the
      provisions of this Clause 19 (Notices).

19.2  COMMUNICATIONS  BY  NOTEHOLDERS  WITH OTHER NOTEHOLDERS:  Noteholders may
      communicate pursuant to Trust Indenture  Act  Section  312(b)  with other
      Noteholders

                                       38

<PAGE>

      with respect to their rights under these  presents or the Current  Issuer
      Notes.  The Current Issuer and the Note Trustee shall have the protection
      of Trust Indenture Act Section 312(c).

19.3  NOTICES TO NOTEHOLDERS: Any notice or communication mailed to Noteholders
      hereunder shall be transmitted by  mail  to  (a)  all  Noteholders as the
      names and addresses of such Noteholders appear upon the  Register and (b)
      such  Noteholders  to  whom  Trust Indenture Act Section 313(c)  requires
      reports to be transmitted.

20.   THIRD PARTY RIGHTS

      A person who is not a party to  these presents may not enforce any of its
      terms under the Contracts (Rights  of  Third  Parties) Act 1999, but this
      shall not affect any right or remedy of a third  party which exists or is
      available apart from that Act.

21.   EXECUTION IN COUNTERPARTS; SEVERABILITY

21.1  COUNTERPARTS:   This  Trust  Deed  may  be  executed  in  any  number  of
      counterparts (manually or by facsimile) and by different  parties  hereto
      in  separate counterparts, each of which when so executed shall be deemed
      to be  an  original and all of which when taken together shall constitute
      one and the same instrument.

21.2  SEVERABILITY:   Where any provision in or obligation under these presents
      shall be invalid,  illegal  or  unenforceable  in  any  jurisdiction, the
      validity,  legality  and  enforceability  of the remaining provisions  or
      obligations under these presents, or of such  provision  or obligation in
      any other jurisdiction, shall not be affected or impaired thereby.

22.   GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM

22.1  GOVERNING LAW: These presents and the Current Issuer Notes  are  governed
      by, and shall be construed in accordance with, English law.

22.2  JURISDICTION:  Each  of the parties hereto agrees for the benefit of  the
      Note Trustee and the Noteholders  that  the  courts of England shall have
      jurisdiction to hear and determine any suit, action or proceeding, and to
      settle any disputes, which may arise out of or  in  connection with these
      presents and, for such purposes, irrevocably submits  to the jurisdiction
      of such courts.

22.3  APPROPRIATE  FORUM:  Each  of the parties hereto irrevocably  waives  any
      objection which it might now  or  hereafter have to the courts of England
      being nominated as the forum to hear and determine any Proceedings and to
      settle any disputes, and agrees not to claim that any such court is not a
      convenient or appropriate forum.

IN WITNESS of which these presents has been executed by the parties hereto as a
deed which has been delivered on the date first appearing on page one.

                                       39

<PAGE>


                                  SCHEDULE 1
                       FORMS OF GLOBAL NOTE CERTIFICATES

                          GRANITE MORTGAGES 03-2 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                  SERIES 1 CLASS [*] GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
             US$[*] SERIES 1 CLASS [*] FLOATING RATE NOTES DUE [*]


1.    Introduction

      This Series 1 Class [*] Global Note  Certificate  is issued in respect of
      the US$[*] Series 1 Class [*] Floating Rate Notes due  [*]  (the "NOTES")
      of Granite Mortgages 03-2 plc (the "CURRENT ISSUER"), and is  limited  to
      the aggregate principal amount of

                                 [*] US Dollars
                                    (US$[*])

      The  Notes are constituted by, are subject to, and have the benefit of, a
      trust  deed dated [*] 2003 (as amended or supplemented from time to time,
      the "CURRENT  ISSUER TRUST DEED") between the Current Issuer and The Bank
      of New York as  trustee  (the  trustee  for  the time being thereof being
      herein called the "NOTE TRUSTEE") and are the  subject  of a paying agent
      and agent bank agreement dated [*] 2003 (as amended or supplemented  from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between  the  Current Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A.  as  registrar (the "REGISTRAR", which expression includes
      any successor registrar  appointed  from  time to time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that:

                                  CEDE & CO.

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of

                                [*] US Dollars
                                   (US$[*])

                                       40

<PAGE>

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in  this Global Note Certificate and the Current
      Issuer Conditions, the Current  Issuer,  for  value received, promises to
      pay to the Holder the principal amount of this  Global  Note  Certificate
      (being  at  the date hereof [*] US Dollars (US$[*])) on the Payment  Date
      falling in [*]  (or on such earlier date as the said principal amount may
      become repayable  in accordance with the Current Issuer Conditions or the
      Current Issuer Trust  Deed)  and  to pay interest on the principal amount
      from time to time (as noted in the  records  of  the custodian for DTC of
      this Global Note Certificate) quarterly in arrear on each Payment Date at
      the  rates  determined in accordance with the Current  Issuer  Conditions
      together with  such premium and other amounts (if any) as may be payable,
      all subject to and  in  accordance with the Current Issuer Conditions and
      the provisions of the Current Issuer Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note Certificate  will  be  exchangeable (in whole but not in
      part  and  free  of  charge  to the holder) for  duly  authenticated  and
      completed individual note certificates  ("INDIVIDUAL  NOTE CERTIFICATES")
      in substantially the form (subject to completion) set out  in  Schedule 2
      to the Current Issuer Trust Deed only if (i) The Depository Trust Company
      ("DTC")  has notified the Current Issuer that it is at any time unwilling
      or unable  to  continue  as, or ceases to be, a clearing agency under the
      United States Securities Exchange  Act of 1934, as amended (the "EXCHANGE
      ACT"), and a successor to DTC registered  as  a clearing agency under the
      Exchange Act is not appointed by the Current Issuer  within  90  days  of
      such notification, or (ii) as a result of any amendment to, or change in,
      the  laws  or  regulations  of  the  United  Kingdom (or of any political
      subdivision thereof), or of any authority therein or thereof having power
      to tax, or in the interpretation or administration by a revenue authority
      or  a court or administration of such laws or regulations  which  becomes
      effective  on or after the Closing Date, the Current Issuer or any Paying
      Agent is or  will  be  required to make any deduction or withholding from
      any payment in respect of  the Notes which would not be required were the
      relevant Notes Individual Note  Certificates.   Such  exchange  shall  be
      effected  in  accordance  with  paragraph  6 (Delivery of Individual Note
      Certificates) below.

6.    Delivery of Individual Note Certificates

      Whenever this Global Note Certificate is to  be  exchanged for Individual
      Note Certificates, such Individual Note Certificates  shall  be issued in
      an  aggregate  principal  amount  equal  to the principal amount of  this
      Global Note Certificate within five business  days of the delivery, by or
      on behalf of the Holder and/or DTC, to the Registrar  of such information
      as is required to complete and deliver such Individual  Note Certificates
      (including, without limitation, the names and addresses of the persons in
      whose names the Individual Note Certificates are to be registered and the
      principal amount of each such person's holding) against the  surrender of
      this Global Note Certificate at the Specified Office (as defined  in  the
      Current  Issuer  Conditions)  of  the  Registrar.  Such exchange shall be
      effected in accordance with the provisions  of  the Current Issuer Paying
      Agent  and  Agent  Bank  Agreement  and  the regulations

                                       41

<PAGE>

      concerning the transfer and registration of Notes scheduled  thereto and,
      in particular, shall be effected without charge to any Holder or the Note
      Trustee,  but against  such  indemnity  as the  Registrar  may require in
      respect of any tax or other duty of whatsoever nature which may be levied
      or imposed in connection with such exchange. In this paragraph, "BUSINESS
      DAY" means a day on which  commercial  banks are open for business in the
      city in which the Registrar has its Specified Office.

7.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented by this Global  Note  Certificate  will be made in accordance
      with the Current Issuer Conditions. All payments  of  any amounts payable
      and  paid to the Holder of this Global Note Certificate  shall  be  valid
      and, to  the  extent  of  the  sums  so  paid,  effectual  to satisfy and
      discharge the liability for the monies payable hereon.

8.    Conditions apply

      Save  as  otherwise  provided  herein,  the  Holder  of this Global  Note
      Certificate  shall have the benefit of, and be subject  to,  the  Current
      Issuer Conditions, and, for the purposes of this Global Note Certificate,
      any reference  in  the Current Issuer Conditions to "NOTE CERTIFICATE" or
      "NOTE CERTIFICATES"  shall,  except where the context otherwise requires,
      be construed so as to include this Global Note Certificate.

9.    Tax Treatment

      The Current Issuer will treat  the Notes as indebtedness for U.S. federal
      income tax purposes.  Each Holder  of  a  Note, by the acceptance hereof,
      agrees  to  treat  this  Note for U.S. federal  income  tax  purposes  as
      indebtedness.

10.   Notices

      Notwithstanding Condition  14  (Notice  to  Noteholders), so long as this
      Global Note Certificate is held on behalf of  DTC  or  any other clearing
      system  (an  "ALTERNATIVE CLEARING SYSTEM") notices to Holders  of  Notes
      represented by  this  Global Note Certificate may be given by delivery of
      the relevant notice to  DTC  or  (as  the  case  may be) such Alternative
      Clearing System.

11.   Determination of Entitlement

      This Global Note Certificate is evidence of entitlement only and is not a
      document  of  title.   Entitlements are determined by  the  Registrar  by
      reference to the Register  and  only the Holder is entitled to payment in
      respect of this Global Note Certificate.

12.   Authentication

      This Global Note Certificate shall not be or become valid for any purpose
      unless and until authenticated by  or  on  behalf  of  Citibank,  N.A. as
      Registrar.

13.   Definitions

      Terms  not defined herein have the meaning ascribed to such terms in  the
      Current Issuer Conditions.

                                       42

<PAGE>

14.   Rights of Third Parties

      No person  shall  have  any  right  under  the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term or condition  of  this  Global Note
      Certificate,  but this shall not affect any right or remedy which  exists
      or is available apart from that Act.

15.   Governing law

      This Global Note  Certificate  is  governed by, and shall be construed in
      accordance with, the laws of England.

IN WITNESS whereof the Current Issuer has  caused  this Global Note Certificate
to  be  signed  manually  or in facsimile by a person duly  authorised  on  its
behalf.

                                       43

<PAGE>

GRANITE MORTGAGES 03-2 PLC


By:...................................
   [manual or facsimile signature]
   (duly authorised)

ISSUED in London, England on [*] 2003.

AUTHENTICATED for and on behalf of
CITIBANK, N.A.
as Registrar without recourse, warranty, or liability



.......................................
[manual signature]
(duly authorised)

                                       44

<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED .....................................,  being the registered
holder of this Global Note Certificate, hereby transfers to

of.............................................................................

................................................................................

US$   .....................................   in   principal  amount   of   the
US$[amount] Series 1 Class [*] Floating Rate Notes due [maturity] (the "NOTES")
of Granite Mortgages 03-2 plc (the "CURRENT ISSUER")  and  irrevocably requests
and authorises Citibank, N.A., in its capacity as Registrar  in relation to the
Notes (or any successor to Citibank, N.A., in its capacity as  such)  to effect
the  relevant transfer by means of appropriate entries in the Register kept  by
it.



Dated:................................


By:...................................
   (duly authorised)


NOTES

The name  of  the  person by or on whose behalf this form of transfer is signed
must correspond with  the  name  of  the registered holder as it appears on the
face of this Global Note Certificate.

(a)   A representative of such registered  holder  should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person effecting a transfer  shall  conform  to  any
      list  of  duly  authorised specimen signatures supplied by the registered
      holder or be certified  by  a  recognised  bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any  transfer of Notes shall be in an amount  equal  to  US$1,000  or  an
      integral multiple of U.S.$1,000 in excess thereof.

                                       45

<PAGE>

[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT               REGISTRAR
<S>                    <C>
        [NAME]                         [NAME]
      [ADDRESS]                      [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]
[ADDRESS]                       [ADDRESS]


                                       46

<PAGE>

                        FORM OF GLOBAL NOTE CERTIFICATE

THIS NOTE HAS  NOT  BEEN  AND  WILL  NOT  BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT")  OR  THE  SECURITIES
LAWS  OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR  TO
THE DATE  THAT  IS  40  DAYS  AFTER  THE  LATER  OF  THE  CLOSING  DATE AND THE
COMMENCEMENT  OF  THE OFFERING OF THE CURRENT ISSUER NOTES MAY NOT BE  OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION  S  UNDER  THE  SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN
ACCORDANCE  WITH  ANY  APPLICABLE  SECURITIES  LAWS  OF ANY STATE OF THE UNITED
STATES.

                                       47

<PAGE>

                          GRANITE MORTGAGES 03-2 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

               SERIES 2 CLASS [A/B/M/C2] GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
          E[*] SERIES 2 CLASS [A/B/M/C2] FLOATING RATE NOTES DUE [*]


1.    Introduction

      This  Series  2  Class [A/B/M/C2] Global Note Certificate  is  issued  in
      respect of the e[*] Series 2 Class [A/B/M/C2] Floating Rate Notes due [*]
      (the "NOTES") of Granite  Mortgages  03-2 plc (the "CURRENT ISSUER"), and
      is limited to the aggregate principal amount of

                                   [*] Euro
                                    ([e][*])

      The Notes are constituted by, are subject  to, and have the benefit of, a
      trust deed dated [*] 2003 (as amended or supplemented  from time to time,
      the "CURRENT ISSUER TRUST DEED") between the Current Issuer  and The Bank
      of  New  York  as  trustee (the trustee for the time being thereof  being
      herein called the "NOTE  TRUSTEE")  and are the subject of a paying agent
      and agent bank agreement dated [*] 2003  (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the Current Issuer, the Principal  Paying  Agent, the Agent Bank,
      Citibank, N.A. as registrar (the "REGISTRAR", which  expression  includes
      any  successor  registrar appointed from time to time in connection  with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein  to the Current Issuer Conditions (or to any particular
      numbered Condition)  shall  be  to the Current Issuer Conditions (or that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

      is the person registered in the register  maintained  by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of

                                    [*] Euro
                                    ([e][*])

      in aggregate principal amount of the Notes.

                                       48

<PAGE>

4.    Promise to pay

      Subject only as provided in this Global Note Certificate  and the Current
      Issuer  Conditions, the Current Issuer, for value received,  promises  to
      pay to the  Holder  the  principal amount of this Global Note Certificate
      (being at the date hereof [*] Euro (e[*])) on the Payment Date falling in
      [*] (or on such earlier date  as  the  said  principal  amount may become
      repayable in accordance with the Current Issuer Conditions or the Current
      Issuer Trust Deed) and to pay interest on the principal amount  from time
      to  time  (as noted in the records of the common depositary for Euroclear
      and Clearstream, Luxembourg of this Global Note Certificate) quarterly in
      arrear on each  Payment  Date  at the rates determined in accordance with
      the  Current  Issuer Conditions together  with  such  premium  and  other
      amounts (if any) as may be payable, all subject to and in accordance with
      the Current Issuer  Conditions  and  the provisions of the Current Issuer
      Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note Certificate will be exchangeable  (in  whole  but not in
      part  and  free  of  charge  to  the  holder)  for duly authenticated and
      completed individual note certificates ("INDIVIDUAL  NOTE  CERTIFICATES")
      in substantially the form (subject to completion) set out in  Schedule  2
      to  the  Current  Issuer  Trust  Deed  only  if  (i)  both  Euroclear and
      Clearstream,  Luxembourg  are closed for a continuous period of  14  days
      (other than by reason of a  holiday,  statutory or otherwise) or announce
      an intention to permanently cease business and do so cease to do business
      and no alternative clearing system satisfactory  to  the  Note Trustee is
      available or (ii) as a result of any amendment to, or change in, the laws
      or  regulations  of  the  United Kingdom (or of any political subdivision
      thereof), or of any authority  therein or thereof having power to tax, or
      in the interpretation or administration by a revenue authority or a court
      or administration of such laws or  regulations which becomes effective on
      or after the Closing Date, the Current  Issuer  or any Paying Agent is or
      will be required to make any deduction or withholding from any payment in
      respect of the Notes which would not be required  were the relevant Notes
      Individual  Note  Certificates.   Such  exchange  shall  be  effected  in
      accordance  with paragraph 6 (Delivery of Individual  Note  Certificates)
      below.

6.    Delivery of Individual Note Certificates

      Whenever this  Global  Note Certificate is to be exchanged for Individual
      Note Certificates, such  Individual  Note Certificates shall be issued in
      an  aggregate principal amount equal to  the  principal  amount  of  this
      Global  Note Certificate within five business days of the delivery, by or
      on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
      Registrar of such information as is required to complete and deliver such
      Individual  Note  Certificates  (including, without limitation, the names
      and  addresses  of  the  persons  in  whose  names  the  Individual  Note
      Certificates are to be registered and the  principal  amount of each such
      person's holding) against the surrender of this Global  Note  Certificate
      at the Specified Office (as defined in the Current Issuer Conditions)  of
      the  Registrar.   Such  exchange shall be effected in accordance with the
      provisions of the Current  Issuer  Paying  Agent and Agent Bank Agreement
      and the regulations concerning the transfer  and  registration  of  Notes
      scheduled thereto and, in particular, shall be effected without charge to
      any  Holder  or  the  Note  Trustee,  but  against  such indemnity as the
      Registrar may require in

                                       49

<PAGE>

      respect of any tax or other duty of whatsoever nature which may be levied
      or imposed in connection with such exchange. In this paragraph, "BUSINESS
      DAY" means a day on which  commercial  banks are open for business in the
      city in which the Registrar has its Specified Office.

7.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented by this Global  Note  Certificate  will be made in accordance
      with the Current Issuer Conditions. All payments  of  any amounts payable
      and  paid to the Holder of this Global Note Certificate  shall  be  valid
      and, to  the  extent  of  the  sums  so  paid,  effectual  to satisfy and
      discharge the liability for the monies payable hereon.

8.    Conditions apply

      Save  as  otherwise  provided  herein,  the  Holder  of this Global  Note
      Certificate  shall have the benefit of, and be subject  to,  the  Current
      Issuer Conditions, and, for the purposes of this Global Note Certificate,
      any reference  in  the Current Issuer Conditions to "NOTE CERTIFICATE" or
      "NOTE CERTIFICATES"  shall,  except where the context otherwise requires,
      be construed so as to include this Global Note Certificate.

9.    Notices

      Notwithstanding Condition 14 (Notice  to  Noteholders),  so  long as this
      Global  Note  Certificate is held on behalf of Euroclear and Clearstream,
      Luxembourg or any  alternative  clearing system (an "ALTERNATIVE CLEARING
      SYSTEM"), notices to Holders of Notes  represented  by  this  Global Note
      Certificate may be given by delivery of the relevant notice to  Euroclear
      and  Clearstream,  Luxembourg  or  (as  the case may be) such Alternative
      Clearing System.

10.   Determination of Entitlement

      This Global Note Certificate is evidence of entitlement only and is not a
      document  of  title.  Entitlements are determined  by  the  Registrar  by
      reference to the  Register  and only the Holder is entitled to payment in
      respect of this Global Note Certificate.

11.   Authentication

      This Global Note Certificate shall not be or become valid for any purpose
      unless and until authenticated  by  or  on  behalf  of  Citibank, N.A. as
      Registrar.

12.   Definitions

      Terms not defined herein have the meaning ascribed to such  terms  in the
      Current Issuer Conditions.

13.   Rights of Third Parties

      No  person  shall  have  any  right  under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term  or  condition  of this Global Note
      Certificate, but this shall not affect any right or remedy  which  exists
      or is available apart from that Act.

                                       50

<PAGE>

14.   Governing law

      This  Global  Note Certificate is governed by, and shall be construed  in
      accordance with, the laws of England.

IN WITNESS whereof the  Current  Issuer has caused this Global Note Certificate
to be signed manually or in facsimile  by  a  person  duly  authorised  on  its
behalf.

                                       51

<PAGE>

GRANITE MORTGAGES 03-2 PLC


By:...................................
   [manual or facsimile signature]
   (duly authorised)

ISSUED in London, England on [*] 2003.

AUTHENTICATED for and on behalf of
CITIBANK, N.A.

as Registrar without recourse, warranty, or liability




.................................
[manual signature]
(duly authorised)

                                       52

<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED............................., being the registered holder of
this Global Note Certificate, hereby transfers to .............................
of.............................................................................
................................................................................
.............[euro] .................. in principal amount of the [euro][amount]
Series 2 Class [A/B/M/C2] Floating Rate Notes due [maturity]  (the  "NOTES") of
Granite Mortgages 03-2 plc (the "CURRENT ISSUER") and irrevocably requests  and
authorises  Citibank,  N.A.,  in  its  capacity as Registrar in relation to the
Notes (or any successor to Citibank, N.A.,  in  its capacity as such) to effect
the relevant transfer by means of appropriate entries  in  the Register kept by
it.




Dated:................................

By:...................................
                       (duly authorised)

NOTES

The  name of the person by or on whose behalf this form of transfer  is  signed
must correspond  with  the  name  of the registered holder as it appears on the
face of this Global Note Certificate.

(a)   A representative of such registered  holder  should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person effecting a transfer  shall  conform  to  any
      list  of  duly  authorised specimen signatures supplied by the registered
      holder or be certified  by  a  recognised  bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any  transfer  of  Notes shall be in an amount  equal to [euro]1,000 or an
      integral multiple of [euro]1,000 in excess thereof.

                                       53

<PAGE>
[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT REGISTRAR
<S>                    <C>
[NAME]         [NAME]
[ADDRESS]       [ADDRESS]
</TABLE>


PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]

[ADDRESS]                       [ADDRESS]

                                      54

<PAGE>
                          GRANITE MORTGAGES 03-2 PLC

   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                SERIES 2 CLASS C1 FIXED GLOBAL NOTE CERTIFICATE

                                 REPRESENTING

                [euro][*] SERIES 2 CLASS C1 FIXED RATE NOTES DUE [*]


1.    Introduction

      This Series 2 Class  C1  Global  Note Certificate is issued in respect of
      the [euro}[*] Series 2 Class C1 Fixed Rate Notes due [*]  (the "NOTES") of
      Granite Mortgages 03-2 plc (the "CURRENT ISSUER"), and is limited  to the
      aggregate principal amount of

                                   [*] Euro

                                    ([euro][*])

      The Notes are constituted by, are subject to, and have the benefit of,  a
      trust  deed dated [*] 2003 (as amended or supplemented from time to time,
      the "CURRENT  ISSUER TRUST DEED") between the Current Issuer and The Bank
      of New York as  trustee  (the  trustee  for  the time being thereof being
      herein called the "NOTE TRUSTEE") and are the  subject  of a paying agent
      and agent bank agreement dated [*] 2003 (as amended or supplemented  from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between  the  Current Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A.  as  registrar (the "REGISTRAR", which expression includes
      any successor registrar  appointed  from  time to time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of

                                   [*] Euro

                                    ([euro][*])

      in aggregate principal amount of the Notes.

                                      55

<PAGE>
4.    Promise to pay

      Subject only as provided in  this Global Note Certificate and the Current
      Issuer Conditions, the Current  Issuer,  for  value received, promises to
      pay to the Holder the principal amount of this  Global  Note  Certificate
      (being at the date hereof [*] Euro (e[*])) on the Payment Date falling in
      [*]  (or  on  such  earlier  date as the said principal amount may become
      repayable in accordance with the Current Issuer Conditions or the Current
      Issuer Trust Deed) and to pay  interest on the principal amount from time
      to time (as noted in the records  of  the common depositary for Euroclear
      and Clearstream, Luxembourg of this Global  Note Certificate) annually in
      arrear on the 20th day of July of each year (or,  if  such  day  is not a
      Business  Day,  the  next  succeeding Business Day) until the earlier  to
      occur of (i) the Payment Date  in  July  2010,   (ii) the occurrence of a
      Trigger  Event  (as  defined in the Current Issuer Conditions)  or  (iii)
      enforcement of Current  Issuer Security (as defined in the Current Issuer
      Conditions) and thereafter  quarterly  in  arrear on each Payment Date at
      the  rates determined in accordance with the  Current  Issuer  Conditions
      together  with such premium and other amounts (if any) as may be payable,
      all subject  to  and in accordance with the Current Issuer Conditions and
      the provisions of the Current Issuer Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note Certificate  will  be  exchangeable (in whole but not in
      part  and  free  of  charge  to the holder) for  duly  authenticated  and
      completed individual note certificates  ("INDIVIDUAL  NOTE CERTIFICATES")
      in substantially the form (subject to completion) set out  in  Schedule 2
      to  the  Current  Issuer  Trust  Deed  only  if  (i)  both  Euroclear and
      Clearstream,  Luxembourg  are closed for a continuous period of  14  days
      (other than by reason of a  holiday,  statutory or otherwise) or announce
      an intention to permanently cease business and do so cease to do business
      and no alternative clearing system satisfactory  to  the  Note Trustee is
      available or (ii) as a result of any amendment to, or change in, the laws
      or  regulations  of  the  United Kingdom (or of any political subdivision
      thereof), or of any authority  therein or thereof having power to tax, or
      in the interpretation or administration by a revenue authority or a court
      or administration of such laws or  regulations which becomes effective on
      or after the Closing Date, the Current  Issuer  or any Paying Agent is or
      will be required to make any deduction or withholding from any payment in
      respect of the Notes which would not be required  were the relevant Notes
      Individual  Note  Certificates.   Such  exchange  shall  be  effected  in
      accordance  with paragraph 6 (Delivery of Individual  Note  Certificates)
      below.

6.    Delivery of Individual Note Certificates

      Whenever this  Global  Note Certificate is to be exchanged for Individual
      Note Certificates, such  Individual  Note Certificates shall be issued in
      an  aggregate principal amount equal to  the  principal  amount  of  this
      Global  Note Certificate within five business days of the delivery, by or
      on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
      Registrar of such information as is required to complete and deliver such
      Individual  Note  Certificates  (including, without limitation, the names
      and  addresses  of  the  persons  in  whose  names  the  Individual  Note
      Certificates are to be registered and the  principal  amount of each such
      person's holding) against the surrender of this Global  Note  Certificate
      at the Specified Office
                                     56

<PAGE>
      (as defined in the  Current  Issuer  Conditions)of  the  Registrar.  Such
      exchange  shall be  effected in  accordance  with the  provisions  of the
      Current Issuer Paying Agent and Agent Bank Agreement and the  regulations
      concerning the transfer and registration of Notes scheduled  thereto and,
      in particular, shall be effected without charge to any Holder or the Note
      Trustee,  but against  such  indemnity  as the  Registrar  may require in
      respect of any tax or other duty of whatsoever nature which may be levied
      or imposed in connection with such exchange. In this paragraph, "BUSINESS
      DAY" means a day on which  commercial  banks are open for business in the
      city in which the Registrar has its Specified Office.

7.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented by this Global  Note  Certificate  will be made in accordance
      with the Current Issuer Conditions. All payments  of  any amounts payable
      and  paid to the Holder of this Global Note Certificate  shall  be  valid
      and, to  the  extent  of  the  sums  so  paid,  effectual  to satisfy and
      discharge the liability for the monies payable hereon.

8.    Conditions apply

      Save  as  otherwise  provided  herein,  the  Holder  of this Global  Note
      Certificate  shall have the benefit of, and be subject  to,  the  Current
      Issuer Conditions, and, for the purposes of this Global Note Certificate,
      any reference  in  the Current Issuer Conditions to "NOTE CERTIFICATE" or
      "NOTE CERTIFICATES"  shall,  except where the context otherwise requires,
      be construed so as to include this Global Note Certificate.

9.    Notices

      Notwithstanding Condition 14 (Notice  to  Noteholders),  so  long as this
      Global  Note  Certificate is held on behalf of Euroclear and Clearstream,
      Luxembourg or any  alternative  clearing system (an "ALTERNATIVE CLEARING
      SYSTEM"), notices to Holders of Notes  represented  by  this  Global Note
      Certificate may be given by delivery of the relevant notice to  Euroclear
      and  Clearstream,  Luxembourg  or  (as  the case may be) such Alternative
      Clearing System.

10.   Determination of Entitlement

      This Global Note Certificate is evidence of entitlement only and is not a
      document  of  title.  Entitlements are determined  by  the  Registrar  by
      reference to the  Register  and only the Holder is entitled to payment in
      respect of this Global Note Certificate.

11.   Authentication

      This Global Note Certificate shall not be or become valid for any purpose
      unless and until authenticated  by  or  on  behalf  of  Citibank, N.A. as
      Registrar.

12.   Definitions

      Terms not defined herein have the meaning ascribed to such  terms  in the
      Current Issuer Conditions.
                                   57

<PAGE>
13.   Rights of Third Parties

      No  person  shall  have  any  right  under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term  or  condition  of this Global Note
      Certificate, but this shall not affect any right or remedy  which  exists
      or is available apart from that Act.

14.   Governing law

      This  Global  Note Certificate is governed by, and shall be construed  in
      accordance with, the laws of England.

IN WITNESS whereof the  Current  Issuer has caused this Global Note Certificate
to be signed manually or in facsimile  by  a  person  duly  authorised  on  its
behalf.
                                   58

<PAGE>
GRANITE MORTGAGES 03-2 PLC


By:...................................

       [manual or facsimile signature]
       (duly authorised)

ISSUED in London, England on [*] 2003.

AUTHENTICATED for and on behalf of

CITIBANK, N.A.

as Registrar without recourse, warranty, or liability




.................................
[manual signature]
(duly authorised)
                                   59

<PAGE>
FORM OF TRANSFER

FOR VALUE RECEIEVED..............................., being the registered holder
of      this      Global      Note      Certificate,      hereby      transfers
to..............................
................................................................................
of.............................................................................
................................................................................
................[euro].............  in principal  amount of the  [euro][amount]
Series 2 Class C1 Fixed Notes due [maturity] (the "NOTES") of Granite Mortgages
03-2 plc  (the  "CURRENT  ISSUER")  and  irrevocably  requests  and  authorises
Citibank,  N.A.,  in its capacity as Registrar in relation to the Notes (or any
successor  to Citibank,  N.A.,  in its capacity as such) to effect the relevant
transfer by means of appropriate entries in the Register kept by it.




Dated:................................

By:...................................
                     (duly authorised)

NOTES

The  name  of the person by or on whose behalf this form of transfer is  signed
must correspond  with  the  name  of the registered holder as it appears on the
face of this Global Note Certificate.

(a)   A representative of such registered  holder  should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person effecting a transfer  shall  conform  to  any
      list  of  duly  authorised specimen signatures supplied by the registered
      holder or be certified  by  a  recognised  bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any  transfer  of  Notes shall be in an amount equal to {euro]1,000 or an
      integral multiple of e1,000 in excess thereof.

                                      60

<PAGE>
[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT        REGISTRAR
<S>                    <C>
        [NAME]                 [NAME]
      [ADDRESS]              [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]

[ADDRESS]                       [ADDRESS]

                                      61

<PAGE>
                          FORM OF GLOBAL CERTIFICATE

THIS NOTE HAS NOT BEEN AND  WILL  NOT  BE  REGISTERED  UNDER  THE UNITED STATES
SECURITIES  ACT  OF  1933, AS AMENDED (THE "SECURITIES ACT") OR THE  SECURITIES
LAWS OF ANY STATE OF THE  UNITED  STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO
THE  DATE  THAT  IS  40 DAYS AFTER THE  LATER  OF  THE  CLOSING  DATE  AND  THE
COMMENCEMENT OF THIS OFFERING  OF  THE CURRENT ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE  SECURITIES  ACT)  EXCEPT  PURSUANT TO AN
EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT  AND  IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES  LAWS  OF  ANY  STATE  OF  THE UNITED
STATES.

                                   62

<PAGE>
                          GRANITE MORTGAGES 03-2 PLC

   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                   SERIES 3 CLASS A GLOBAL NOTE CERTIFICATE

                                 REPRESENTING

        {pound-sterling} [*] SERIES 3 CLASS A FIXED RATE NOTES DUE [*]

1.    Introduction

      This Series 3 Class A Global Note Certificate is issued in respect of the
      {pound-sterling}  [*]  Series  3  Class  A  Fixed Rate Notes due [*] (the
      "NOTES")  of Granite Mortgages 03-2 plc (the "CURRENT  ISSUER"),  and  is
      limited to the aggregate principal amount of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      The Notes are  constituted by, are subject to, and have the benefit of, a
      trust deed dated  [*] 2003 (as amended or supplemented from time to time,
      the "CURRENT ISSUER  TRUST DEED") between the Current Issuer and The Bank
      of New York as trustee  (the  trustee  for  the  time being thereof being
      herein called the "NOTE TRUSTEE") and are the subject  of  a paying agent
      and agent bank agreement dated [*] 2003 (as amended or supplemented  from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between  the  Current Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A.  as  registrar (the "REGISTRAR", which expression includes
      any successor registrar  appointed  from  time to time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      in aggregate principal amount of the Notes.

                                   63

<PAGE>
4.    Promise to pay

      Subject only as provided in  this Global Note Certificate and the Current
      Issuer Conditions, the Current  Issuer,  for  value received, promises to
      pay to the Holder the principal amount of this  Global  Note  Certificate
      (being  at the date hereof [*] Pounds Sterling ({pound-sterling}[*]))  on
      the Payment  Date  falling  in  [*]  (or on such earlier date as the said
      principal amount may become repayable  in  accordance  with  the  Current
      Issuer  Conditions  or the Current Issuer Trust Deed) and to pay interest
      on the principal amount from time to time (as noted in the records of the
      common depositary for  Euroclear  and  Clearstream,  Luxembourg  of  this
      Global  Note  Certificate)  annually in arrear on the 20th day of July of
      each year (or, if such day is  not  a  Business  Day, the next succeeding
      Business Day) until the earlier to occur of (i) the  Payment Date in July
      2010, (ii) the occurrence of a Trigger Event (as defined  in  the Current
      Issuer  Conditions)  or (iii) enforcement of Current Issuer Security  (as
      defined in the Current  Issuer  Conditions)  and  thereafter quarterly in
      arrear on each Payment Date at the rates determined  in  accordance  with
      the  Current  Issuer  Conditions  together  with  such  premium and other
      amounts (if any) as may be payable, all subject to and in accordance with
      the  Current  Issuer Conditions and the provisions of the Current  Issuer
      Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note  Certificate  will  be exchangeable (in whole but not in
      part  and  free  of  charge to the holder)  for  duly  authenticated  and
      completed individual note  certificates  ("INDIVIDUAL NOTE CERTIFICATES")
      in substantially the form (subject to completion)  set  out in Schedule 2
      to  the  Current  Issuer  Trust  Deed  only  if  (i)  both Euroclear  and
      Clearstream,  Luxembourg are closed for a continuous period  of  14  days
      (other than by  reason  of a holiday, statutory or otherwise) or announce
      an intention to permanently cease business and do so cease to do business
      and no alternative clearing  system  satisfactory  to the Note Trustee is
      available or (ii) as a result of any amendment to, or change in, the laws
      or  regulations  of  the United Kingdom (or of any political  subdivision
      thereof), or of any authority  therein or thereof having power to tax, or
      in the interpretation or administration by a revenue authority or a court
      or administration of such laws or  regulations which becomes effective on
      or after the Closing Date, the Current  Issuer  or any Paying Agent is or
      will be required to make any deduction or withholding from any payment in
      respect of the Notes which would not be required  were the relevant Notes
      Individual  Note  Certificates.   Such  exchange  shall  be  effected  in
      accordance  with paragraph 6 (Delivery of Individual  Note  Certificates)
      below.

6.    Delivery of Individual Note Certificates

      Whenever this  Global  Note Certificate is to be exchanged for Individual
      Note Certificates, such  Individual  Note Certificates shall be issued in
      an  aggregate principal amount equal to  the  principal  amount  of  this
      Global  Note Certificate within five business days of the delivery, by or
      on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
      Registrar of such information as is required to complete and deliver such
      Individual  Note  Certificates  (including, without limitation, the names
      and  addresses  of  the  persons  in  whose  names  the  Individual  Note
      Certificates are to be registered and the  principal  amount of each such
      person's holding) against the surrender of this Global  Note  Certificate
      at the Specified Office
                                   64

<PAGE>
      (as defined in the Current  Issuer  Conditions)  of the  Registrar.  Such
      exchange  shall be  effected in  accordance  with the  provisions  of the
      Current Issuer Paying Agent and Agent Bank Agreement and the  regulations
      concerning the transfer and registration of Notes scheduled  thereto and,
      in particular, shall be effected without charge to any Holder or the Note
      Trustee,  but against  such  indemnity  as the  Registrar  may require in
      respect of any tax or other duty of whatsoever nature which may be levied
      or imposed in connection with such exchange. In this paragraph, "BUSINESS
      DAY" means a day on which  commercial  banks are open for business in the
      city in which the Registrar has its Specified Office.

7.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented by this Global  Note  Certificate  will be made in accordance
      with the Current Issuer Conditions. All payments  of  any amounts payable
      and  paid to the Holder of this Global Note Certificate  shall  be  valid
      and, to  the  extent  of  the  sums  so  paid,  effectual  to satisfy and
      discharge the liability for the monies payable hereon.

8.    Conditions apply

      Save  as  otherwise  provided  herein,  the  Holder  of this Global  Note
      Certificate  shall have the benefit of, and be subject  to,  the  Current
      Issuer Conditions, and, for the purposes of this Global Note Certificate,
      any reference  in  the Current Issuer Conditions to "NOTE CERTIFICATE" or
      "NOTE CERTIFICATES"  shall,  except where the context otherwise requires,
      be construed so as to include this Global Note Certificate.

9.    Notices

      Notwithstanding Condition 14 (Notice  to  Noteholders),  so  long as this
      Global  Note  Certificate is held on behalf of Euroclear and Clearstream,
      Luxembourg or any  alternative  clearing system (an "ALTERNATIVE CLEARING
      SYSTEM"), notices to Holders of Notes  represented  by  this  Global Note
      Certificate may be given by delivery of the relevant notice to  Euroclear
      and  Clearstream,  Luxembourg  or  (as  the case may be) such Alternative
      Clearing System.

10.   Determination of Entitlement

      This Global Note Certificate is evidence of entitlement only and is not a
      document  of  title.  Entitlements are determined  by  the  Registrar  by
      reference to the  Register  and only the Holder is entitled to payment in
      respect of this Global Note Certificate.

11.   Authentication

      This Global Note Certificate shall not be or become valid for any purpose
      unless and until authenticated  by  or  on  behalf  of  Citibank, N.A. as
      Registrar.

12.   Definitions

      Terms not defined herein have the meaning ascribed to such  terms  in the
      Current Issuer Conditions.

13.   Rights of Third Parties

                                   65

<PAGE>
      No  person  shall  have  any  right  under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term  or  condition  of this Global Note
      Certificate, but this shall not affect any right or remedy  which  exists
      or is available apart from that Act.

14.   Governing law

      This  Global  Note Certificate is governed by, and shall be construed  in
      accordance with, the laws of England.

IN WITNESS whereof the  Current  Issuer has caused this Global Note Certificate
to be signed manually or in facsimile  by  a  person  duly  authorised  on  its
behalf.
                                   66

<PAGE>
GRANITE MORTGAGES 03-2 PLC


By:...................................


[manual or facsimile signature]


(duly authorised)

ISSUED in London, England on [*] 2003.

AUTHENTICATED for and on behalf of
CITIBANK, N.A.
as Registrar without recourse, warranty, or liability



.....................................
[manual signature]
(duly authorised)

                                   67

<PAGE>
FORM OF TRANSFER

FOR  VALUE  RECEIVED  .................................,  being  the registered
holder of this Global Note Certificate, hereby transfers to....................

................................................................................

of ............................................................................

................................................................................


................................................................................
................................................................................
.......................{pound-sterling}................in  principal  amount  of
the  {pound-sterling}[amount]  Series 3 Class A Fixed Rate Notes due [maturity]
(the  "NOTES")  of  Granite  Mortgages  03-2 plc  (the  "CURRENT  ISSUER")  and
irrevocably  requests  and  authorises  Citibank,  N.A.,  in  its  capacity  as
Registrar in relation to the Notes (or any successor to Citibank,  N.A., in its
capacity  as such) to effect  the  relevant  transfer  by means of  appropriate
entries in the Register kept by it.


Dated:................................

By:...................................
                         (duly authorised)

NOTES

The name of the person by or on whose behalf this  form  of  transfer is signed
must  correspond  with the name of the registered holder as it appears  on  the
face of this Global Note Certificate.

(a)   A representative  of  such registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person  effecting  a  transfer  shall conform to any
      list  of duly authorised specimen signatures supplied by  the  registered
      holder  or  be  certified  by a recognised bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any   transfer   of   Notes   shall    be   in   an   amount   equal   to
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.

                                   68

<PAGE>
[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT                REGISTRAR
<S>                                     <C>
        [NAME]                         [NAME]
      [ADDRESS]                      [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]

[ADDRESS]                       [ADDRESS]







                                   69

<PAGE>




                          GRANITE MORTGAGES 03-2 PLC

   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                   SERIES 3 CLASS C GLOBAL NOTE CERTIFICATE

                                 REPRESENTING

       {pound-sterling} [*] SERIES 3 CLASS C FLOATING RATE NOTES DUE [*]

1.    Introduction

      This Series 3 Class C Global Note Certificate is issued in respect of the
      {pound-sterling} [*] Series 3 Class C Floating  Rate  Notes  due [*] (the
      "NOTES")  of  Granite Mortgages 03-2 plc (the "CURRENT ISSUER"),  and  is
      limited to the aggregate principal amount of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      The Notes are constituted  by, are subject to, and have the benefit of, a
      trust deed dated [*] 2003 (as  amended or supplemented from time to time,
      the "CURRENT ISSUER TRUST DEED")  between the Current Issuer and The Bank
      of New York as trustee (the trustee  for  the  time  being  thereof being
      herein  called the "NOTE TRUSTEE") and are the subject of a paying  agent
      and agent  bank agreement dated [*] 2003 (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the  Current  Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A. as registrar  (the  "REGISTRAR", which expression includes
      any successor registrar appointed from  time  to  time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      in aggregate principal amount of the Notes.

                                   70

<PAGE>
4.    Promise to pay

      Subject only as provided in  this Global Note Certificate and the Current
      Issuer Conditions, the Current  Issuer,  for  value received, promises to
      pay to the Holder the principal amount of this  Global  Note  Certificate
      (being  at the date hereof [*] Pounds Sterling ({pound-sterling}[*]))  on
      the Payment  Date  falling  in  [*]  (or on such earlier date as the said
      principal amount may become repayable  in  accordance  with  the  Current
      Issuer  Conditions  or the Current Issuer Trust Deed) and to pay interest
      on the principal amount from time to time (as noted in the records of the
      common depositary for  Euroclear  and  Clearstream,  Luxembourg  of  this
      Global  Note Certificate) quarterly in arrear on each Payment Date at the
      rates  determined  in  accordance  with  the  Current  Issuer  Conditions
      together  with such premium and other amounts (if any) as may be payable,
      all subject  to  and in accordance with the Current Issuer Conditions and
      the provisions of the Current Issuer Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note Certificate  will  be  exchangeable (in whole but not in
      part  and  free  of  charge  to the holder) for  duly  authenticated  and
      completed individual note certificates  ("INDIVIDUAL  NOTE CERTIFICATES")
      in substantially the form (subject to completion) set out  in  Schedule 2
      to  the  Current  Issuer  Trust  Deed  only  if  (i)  both  Euroclear and
      Clearstream,  Luxembourg  are closed for a continuous period of  14  days
      (other than by reason of a  holiday,  statutory or otherwise) or announce
      an intention to permanently cease business and do so cease to do business
      and no alternative clearing system satisfactory  to  the  Note Trustee is
      available or (ii) as a result of any amendment to, or change in, the laws
      or  regulations  of  the  United Kingdom (or of any political subdivision
      thereof), or of any authority  therein or thereof having power to tax, or
      in the interpretation or administration by a revenue authority or a court
      or administration of such laws or  regulations which becomes effective on
      or after the Closing Date, the Current  Issuer  or any Paying Agent is or
      will be required to make any deduction or withholding from any payment in
      respect of the Notes which would not be required  were the relevant Notes
      Individual  Note  Certificates.   Such  exchange  shall  be  effected  in
      accordance  with paragraph 6 (Delivery of Individual  Note  Certificates)
      below.

6.    Delivery of Individual Note Certificates

      Whenever this  Global  Note Certificate is to be exchanged for Individual
      Note Certificates, such  Individual  Note Certificates shall be issued in
      an  aggregate principal amount equal to  the  principal  amount  of  this
      Global  Note Certificate within five business days of the delivery, by or
      on behalf of the Holder, Euroclear and/or Clearstream, Luxembourg, to the
      Registrar of such information as is required to complete and deliver such
      Individual  Note  Certificates  (including, without limitation, the names
      and  addresses  of  the  persons  in  whose  names  the  Individual  Note
      Certificates are to be registered and the  principal  amount of each such
      person's holding) against the surrender of this Global  Note  Certificate
      at the Specified Office (as defined in the Current Issuer Conditions)  of
      the  Registrar.   Such  exchange shall be effected in accordance with the
      provisions of the Current  Issuer  Paying  Agent and Agent Bank Agreement
      and the regulations concerning the transfer  and  registration  of  Notes
      scheduled thereto and, in particular, shall be effected without charge to
      any  Holder  or  the  Note  Trustee,  but  against  such indemnity as the
      Registrar may require in

                                   71

<PAGE>
      respect of any tax or other duty of whatsoever nature which may be levied
      or imposed in connection with such exchange. In this paragraph, "BUSINESS
      DAY" means a day on which  commercial  banks are open for business in the
      city in which the Registrar has its Specified Office.

7.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented by this Global  Note  Certificate  will be made in accordance
      with the Current Issuer Conditions. All payments  of  any amounts payable
      and  paid to the Holder of this Global Note Certificate  shall  be  valid
      and, to  the  extent  of  the  sums  so  paid,  effectual  to satisfy and
      discharge the liability for the monies payable hereon.

8.    Conditions apply

      Save  as  otherwise  provided  herein,  the  Holder  of this Global  Note
      Certificate  shall have the benefit of, and be subject  to,  the  Current
      Issuer Conditions, and, for the purposes of this Global Note Certificate,
      any reference  in  the Current Issuer Conditions to "NOTE CERTIFICATE" or
      "NOTE CERTIFICATES"  shall,  except where the context otherwise requires,
      be construed so as to include this Global Note Certificate.

9.    Notices

      Notwithstanding Condition 14 (Notice  to  Noteholders),  so  long as this
      Global  Note  Certificate is held on behalf of Euroclear and Clearstream,
      Luxembourg or any  alternative  clearing system (an "ALTERNATIVE CLEARING
      SYSTEM"), notices to Holders of Notes  represented  by  this  Global Note
      Certificate may be given by delivery of the relevant notice to  Euroclear
      and  Clearstream,  Luxembourg  or  (as  the case may be) such Alternative
      Clearing System.

10.   Determination of Entitlement

      This Global Note Certificate is evidence of entitlement only and is not a
      document  of  title.  Entitlements are determined  by  the  Registrar  by
      reference to the  Register  and only the Holder is entitled to payment in
      respect of this Global Note Certificate.

11.   Authentication

      This Global Note Certificate shall not be or become valid for any purpose
      unless and until authenticated  by  or  on  behalf  of  Citibank, N.A. as
      Registrar.

12.   Definitions

      Terms not defined herein have the meaning ascribed to such  terms  in the
      Current Issuer Conditions.

13.   Rights of Third Parties

      No  person  shall  have  any  right  under the Contracts (Rights of Third
      Parties) Act 1999 to enforce any term  or  condition  of this Global Note
      Certificate, but this shall not affect any right or remedy  which  exists
      or is available apart from that Act.

                                  72

<PAGE>
14.   Governing law

      This  Global  Note Certificate is governed by, and shall be construed  in
      accordance with, the laws of England.

IN WITNESS whereof the  Current  Issuer has caused this Global Note Certificate
to be signed manually or in facsimile  by  a  person  duly  authorised  on  its
behalf.

                                   73

<PAGE>
GRANITE MORTGAGES 03-2 PLC


By:...................................
[manual or facsimile signature]
(duly authorised)

ISSUED in London, England on [*] 2003.

AUTHENTICATED for and on behalf of
CITIBANK, N.A.

as Registrar without recourse, warranty, or liability



.......................................
[manual signature]
(duly authorised)

                                   74

<PAGE>
FORM OF TRANSFER

FOR  VALUE  RECEIVED  .................................,  being  the registered
holder of this Global Note Certificate, hereby transfers to

................................................................................

of ............................................................................

................................................................................


................................................................................
.............................................................................
.................{pound-sterling}...............in   principal   amount  of  the
{pound-sterling}[amount]  Series 3 Class C Floating  Rate Notes due  [maturity]
(the  "NOTES")  of  Granite  Mortgages  03-2 plc  (the  "CURRENT  ISSUER")  and
irrevocably  requests  and  authorises  Citibank,  N.A.,  in  its  capacity  as
Registrar in relation to the Notes (or any successor to Citibank,  N.A., in its
capacity  as such) to effect  the  relevant  transfer  by means of  appropriate
entries in the Register kept by it.


Dated:................................

By:...................................
                         (duly authorised)

NOTES

The name of  the  person  by or on whose behalf this form of transfer is signed
must correspond with the name  of  the  registered  holder as it appears on the
face of this Global Note Certificate.

(a)   A representative of such registered holder should  state  the capacity in
      which he signs, e.g. executor.

(b)   The  signature  of the person effecting a transfer shall conform  to  any
      list of duly authorised  specimen  signatures  supplied by the registered
      holder or be certified by a recognised bank, notary  public  or  in  such
      other manner as the Registrar may require.

(c)   Any    transfer   of   Notes   shall   be   in   an   amount   equal   to
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.

                                   75

<PAGE>
[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT        REGISTRAR
<S>                    <C>
        [NAME]                 [NAME]
      [ADDRESS]              [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]
[ADDRESS]                       [ADDRESS]





                                   76

<PAGE>

                          FORM OF GLOBAL CERTIFICATE

THIS NOTE HAS  NOT  BEEN  AND  WILL  NOT  BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES  ACT")  OR  THE  SECURITIES
LAWS  OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR  TO
THE DATE  THAT  IS  40  DAYS  AFTER  THE  LATER  OF  THE  CLOSING  DATE AND THE
COMMENCEMENT  OF THIS OFFERING OF THE CURRENT ISSUER NOTES MAY NOT BE  OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN  REGULATION  S  UNDER  THE SECURITIES ACT) EXCEPT PURSUANT TO AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS  OF  THE  SECURITIES  ACT  AND  IN
ACCORDANCE  WITH  ANY  APPLICABLE  SECURITIES  LAWS  OF ANY STATE OF THE UNITED
STATES.


                                   77

<PAGE>
                                  SCHEDULE 2


                     FORMS OF INDIVIDUAL NOTE CERTIFICATES

<TABLE>
<CAPTION>
<S>                 <C>        <C>          <C>            <C>              <C>
-------------------------------------------------------------------------------
US$[1,000/10,000]   [ISIN]    [CUSIP]    [COMMON CODE]   [SERIES]  [SERIAL NO.]
-------------------------------------------------------------------------------

</TABLE>

                          GRANITE MORTGAGES 03-2 PLC


   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                SERIES 1 CLASS [*] INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING

             US$[*] SERIES 1 CLASS [*] FLOATING RATE NOTES DUE [*]


1.    Introduction

      This Series 1 Class [*] Individual Note Certificate  is issued in respect
      of  the  US$[*]  Series  1  Class  [*] Floating Rate Notes due  [*]  (the
      "NOTES") of Granite Mortgages 03-2 plc (the "CURRENT ISSUER"), limited to
      the aggregate principal amount of

                                [*] US Dollars

                                   (US$[*])

      The Notes are constituted by, are subject  to, and have the benefit of, a
      trust deed dated [*] 2003 (as amended or supplemented  from time to time,
      the "CURRENT ISSUER TRUST DEED") between the Current Issuer  and The Bank
      of  New  York  as  trustee (the trustee for the time being thereof  being
      herein called the "NOTE  TRUSTEE")  and are the subject of a paying agent
      and agent bank agreement dated [*] 2003  (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the Current Issuer, the Principal  Paying  Agent, the Agent Bank,
      Citibank, N.A. as registrar (the "REGISTRAR", which  expression  includes
      any  successor  registrar appointed from time to time in connection  with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein  to the Current Issuer Conditions (or to any particular
      numbered Condition)  shall  be  to the Current Issuer Conditions (or that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

      is the person registered in the register  maintained  by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of Notes represented from time to time by this  Individual Note
      Certificate in the aggregate principal amount of:



                                   78

<PAGE>
                                    US$[*]

                         US DOLLARS [AMOUNT IN WORDS]

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject  only  as  provided in this Individual Note Certificate  and  the
      Current  Issuer Conditions,  the  Current  Issuer,  for  value  received,
      promises to  pay  to  the  Holder the principal amount of this Individual
      Note Certificate (being at the  date  hereof  [*] US Dollars (US$[*])) on
      the  Payment Date falling in [*] (or on such earlier  date  as  the  said
      principal  amount  may  become  repayable  in accordance with the Current
      Issuer Conditions or the Current Issuer Trust  Deed)  and to pay interest
      on  the  principal  amount  from  time  to  time of this Individual  Note
      Certificate  quarterly  in  arrear  on each Payment  Date  at  the  rates
      determined in accordance with the Current Issuer Conditions together with
      such premium and other amounts (if any) as may be payable, all subject to
      and in accordance with the Current Issuer  Conditions  and the provisions
      of the Current Issuer Trust Deed.

5.    Payments

      Payments of principal, premium (if any) and interest in  respect of Notes
      represented  by  this  Individual  Note  Certificate  will  be  made   in
      accordance  with  the  Current  Issuer  Conditions.  All  payments of any
      amounts   payable  and  paid  to  the  Holder  of  this  Individual  Note
      Certificate  shall  be  valid  and,  to  the  extent of the sums so paid,
      effectual to satisfy and discharge the liability  for  the monies payable
      hereon.

6.    Conditions apply

      Save  as  otherwise  provided herein, the Holder of this Individual  Note
      Certificate shall have  the  benefit  of,  and be subject to, the Current
      Issuer  Conditions,  and,  for  the  purposes  of  this  Individual  Note
      Certificate,  any  reference in the Current Issuer  Conditions  to  "NOTE
      CERTIFICATE" or "NOTE  CERTIFICATES"  shall,  except  where  the  context
      otherwise  requires,  be  construed so as to include this Individual Note
      Certificate.

7.    Determination of Entitlement

      This Individual Note Certificate  is  evidence of entitlement only and is
      not a document of title.  Entitlements are determined by the Registrar by
      reference to the Register and only the  Holder  is entitled to payment in
      respect of this Individual Note Certificate.

8.    Authentication

      This Individual Note Certificate shall not be or  become  valid  for  any
      purpose  unless and until authenticated by or on behalf of Citibank, N.A.
      as Registrar.



                                   79

<PAGE>
9.    Tax Treatment

      The Current  Issuer will treat the Notes as indebtedness for U.S. federal
      income tax purposes.   Each  holder  of a Note, by the acceptance hereof,
      agrees  to  treat  this  Note for U.S. federal  income  tax  purposes  as
      indebtedness.

10.   Definitions

      Terms not defined herein have  the  meaning ascribed to such terms in the
      Current Issuer Conditions.

11.   Rights of Third Parties

      No  person shall have any right under  the  Contracts  (Rights  of  Third
      Parties)  Act  1999  to  enforce any term or condition of this Individual
      Note Certificate, but this  shall  not  affect  any right or remedy which
      exists or is available apart from that Act.

12.   Governing law

      This Individual Note Certificate is governed by,  and  shall be construed
      in accordance with, the laws of England.

IN  WITNESS  whereof  the  Current  Issuer  has  caused  this  Individual  Note
Certificate  to be signed manually or in facsimile by a person duly  authorised
on its behalf.

GRANITE MORTGAGES 03-2 PLC


By:   ...................................
      [manual or facsimile signature]
      (duly authorised)

ISSUED in London, England on [*].

AUTHENTICATED for and on behalf of
CITIBANK, N.A.

as Registrar without recourse, warranty, or liability




.......................................
[manual signature]
(duly authorised)



                                  80

<PAGE>
FORM OF TRANSFER

FOR VALUE RECEIVED............................,  being the registered holder of
this Individual Note Certificate, hereby transfers to..........................
................................................................................
of.............................................................................
................................................................................
.........................US$ .......................................in principal
amount of the US$[amount] Series 1 Class [*] Floating Rate Notes due [maturity]
(the  "NOTES")  of  Granite  Mortgages  03-2 plc  (the  "CURRENT  ISSUER")  and
irrevocably  requests  and  authorises  Citibank,  N.A.,  in  its  capacity  as
Registrar in relation to the Notes (or any successor to Citibank,  N.A., in its
capacity  as such) to effect  the  relevant  transfer  by means of  appropriate
entries in the Register kept by it.

We as transferor of the Notes represented  by  this Individual Note Certificate
hereby certify that such Notes are being transferred  in  accordance  with  the
transfer  restrictions  set  forth  in  Schedule 2 to the Current Issuer Paying
Agency and Agent Bank Agreement.

Dated:................................

By:...................................
                       (duly authorised)

NOTES

The name of the person by or on whose behalf  this  form  of transfer is signed
must  correspond with the name of the registered holder as it  appears  on  the
face of this Individual Note Certificate.

(a)   A  representative  of such registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the  person  effecting  a  transfer shall conform to any
      list of duly authorised specimen signatures supplied  by  the  registered
      holder  or  be  certified by a recognised bank, notary public or in  such
      other manner as the Registrar may require.

(c)   Any transfer of Notes  shall  be  in  an  amount  equal to US$1,000 or an
      integral multiple of U.S.$1,000 in excess thereof.


                                   81

<PAGE>
[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT              REGISTRAR
<S>                    <C>
        [NAME]                       [NAME]
      [ADDRESS]                     [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[NAME]                          [NAME]
[ADDRESS]                       [ADDRESS]



                                   82

<PAGE>
                      FORM OF INDIVIDUAL NOTE CERTIFICATE

THIS  NOTE  HAS  NOT  BEEN AND WILL NOT BE REGISTERED UNDER THE  UNITED  STATES
SECURITIES ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES AND, AS  A  MATTER OF U.S. LAW, PRIOR TO
THE  DATE  THAT  IS  40  DAYS  AFTER  THE  LATER OF THE CLOSING  DATE  AND  THE
COMMENCEMENT OF THE OFFERING OF THE CURRENT  ISSUER  NOTES  MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS  DEFINED IN REGULATION S UNDER THE SECURITIES ACT) EXCEPT  PURSUANT  TO  AN
EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE SECURITIES ACT AND IN
ACCORDANCE  WITH  ANY  APPLICABLE SECURITIES LAWS OF ANY STATE  OF  THE  UNITED
STATES.








                                   83

<PAGE>






                          GRANITE MORTGAGES 03-2 PLC


   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

             SERIES 2 CLASS [A/B/M/C2] INDIVIDUAL NOTE CERTIFICATE

                                    REPRESENTING

             [EURO][*] SERIES 2 CLASS [A/B/M/C2] FLOATING RATE NOTES DUE [*]


1.    Introduction

            This  Series 2 Class  [A/B/M/C2]  Individual  Note  Certificate  is
            issued  in  respect  of the  [EURO][*]  Series  2 Class  [A/B/M/C2]
            Floating Rate Notes due [*] (the "NOTES") of Granite Mortgages 03-2
            plc (the  "CURRENT  ISSUER"),  limited to the  aggregate  principal
            amount of

                                   [*] Euro

                                    ([EURO][*])

      The Notes are constituted by, are subject  to, and have the benefit of, a
      trust deed dated [*] 2003 (as amended or supplemented  from time to time,
      the "CURRENT ISSUER TRUST DEED") between the Current Issuer  and The Bank
      of  New  York  as  trustee (the trustee for the time being thereof  being
      herein called the "NOTE  TRUSTEE")  and are the subject of a paying agent
      and agent bank agreement dated [*] 2003  (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the Current Issuer, the Principal  Paying  Agent, the Agent Bank,
      Citibank, N.A. as registrar (the "REGISTRAR", which  expression  includes
      any  successor  registrar appointed from time to time in connection  with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein  to the Current Issuer Conditions (or to any particular
      numbered Condition)  shall  be  to the Current Issuer Conditions (or that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

      is the person registered in the register  maintained  by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of Notes represented from time to time by this  Individual Note
      Certificate in the aggregate principal amount of:


                                   84

<PAGE>
                                     [EURO][*]

                             EURO[AMOUNT IN WORDS]

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject  only  as  provided in this Individual Note Certificate  and  the
      Current  Issuer Conditions,  the  Current  Issuer,  for  value  received,
      promises to  pay  to  the  Holder the principal amount of this Individual
      Note Certificate (being at the  date  hereof  [*]  Euro  (e[*]))  on  the
      Payment  Date  falling  in  [*]  (or  on  such  earlier  date as the said
      principal  amount  may  become  repayable in accordance with the  Current
      Issuer Conditions or the Current  Issuer  Trust Deed) and to pay interest
      on  the  principal  amount  from  time to time of  this  Individual  Note
      Certificate  quarterly  in arrear on  each  Payment  Date  at  the  rates
      determined in accordance with the Current Issuer Conditions together with
      such premium and other amounts (if any) as may be payable, all subject to
      and in accordance with the  Current  Issuer Conditions and the provisions
      of the Current Issuer Trust Deed.

5.    Payments

      Payments of principal, premium (if any)  and interest in respect of Notes
      represented  by  this  Individual  Note  Certificate   will  be  made  in
      accordance  with  the  Current  Issuer  Conditions. All payments  of  any
      amounts  payable  and  paid  to  the  Holder  of   this  Individual  Note
      Certificate  shall  be  valid  and, to the extent of the  sums  so  paid,
      effectual to satisfy and discharge  the  liability for the monies payable
      hereon.

6.    Conditions apply

      Save as otherwise provided herein, the Holder  of  this  Individual  Note
      Certificate  shall  have  the  benefit of, and be subject to, the Current
      Issuer  Conditions,  and,  for  the  purposes  of  this  Individual  Note
      Certificate, any reference in the  Current  Issuer  Conditions  to  "NOTE
      CERTIFICATE"  or  "NOTE  CERTIFICATES"  shall,  except  where the context
      otherwise  requires,  be construed so as to include this Individual  Note
      Certificate.

7.    Determination of Entitlement

      This Individual Note Certificate  is  evidence of entitlement only and is
      not a document of title.  Entitlements are determined by the Registrar by
      reference to the Register and only the  Holder  is entitled to payment in
      respect of this Individual Note Certificate.

8.    Authentication

      This Individual Note Certificate shall not be or  become  valid  for  any
      purpose  unless and until authenticated by or on behalf of Citibank, N.A.
      as Registrar.

9.    Definitions

      Terms not  defined  herein have the meaning ascribed to such terms in the
      Current Issuer Conditions.


                                  85

<PAGE>
10.   Rights of Third Parties

      No person shall have  any  right  under  the  Contracts  (Rights of Third
      Parties)  Act  1999  to enforce any term or condition of this  Individual
      Note Certificate, but  this  shall  not  affect any right or remedy which
      exists or is available apart from that Act.

11.   Governing law

      This Individual Note Certificate is governed  by,  and shall be construed
      in accordance with, the laws of England.

IN  WITNESS  whereof  the  Current  Issuer  has  caused  this  Individual  Note
Certificate  to be signed manually or in facsimile by a person duly  authorised
on its behalf.

GRANITE MORTGAGES 03-2 PLC


By:    ...................................
      [manual or facsimile signature]
      (duly authorised)

ISSUED in London, England on [*].

AUTHENTICATED for and on behalf of
CITIBANK, N.A.

as Registrar without recourse, warranty, or liability




.......................................
[manual signature]
(duly authorised)


                                   86

<PAGE>
FORM OF TRANSFER

FOR VALUE RECEIVED  ...................................................,  being
the registered holder of this Individual Note Certificate, hereby transfers to
................................................................................
of.............................................................................
...........[EURO]   ...........................   in  principal  amount  of  the
[EURO][amount]  Series 2 Class  [A/B/M/C2]  Floating Rate Notes due  [maturity]
(the  "NOTES")  of  Granite  Mortgages  03-2 plc  (the  "CURRENT  ISSUER")  and
irrevocably  requests  and  authorises  Citibank,  N.A.,  in  its  capacity  as
Registrar in relation to the Notes (or any successor to Citibank,  N.A., in its
capacity  as such) to effect  the  relevant  transfer  by means of  appropriate
entries in the Register kept by it.

We as transferor of the Notes represented by this Individual  Note  Certificate
hereby  certify  that  such Notes are being transferred in accordance with  the
transfer restrictions set  forth  in  Schedule  2  to the Current Issuer Paying
Agent and Agent Bank Agreement.


Dated:................................

By:...................................
                        (duly authorised)

NOTES

The name of the person by or on whose behalf this form  of  transfer  is signed
must  correspond  with  the name of the registered holder as it appears on  the
face of this Individual Note Certificate.

(a)   A representative of  such  registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person  effecting  a  transfer  shall conform to any
      list  of duly authorised specimen signatures supplied by  the  registered
      holder  or  be  certified  by a recognised bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any transfer of Notes shall  be  in  an  amount  equal  to  e1,000  or an
      integral multiple of e1,000 in excess thereof.


                                   87

<PAGE>
[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT         REGISTRAR
<S>                              <C>
        [NAME]                  [NAME]
      [ADDRESS]               [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[Name]                          [Name]
[Address]                       [Address]



                                   88

<PAGE>

<TABLE>
<CAPTION>
<S>                       <C>          <C>              <C>             <C>
------------------------------------------------------------------------------
[EURO][1,000/10,000]    [ISIN]     [COMMON CODE]     [SERIES]      [SERIAL NO.]
-------------------------------------------------------------------------------


</TABLE>

                          GRANITE MORTGAGES 03-2 PLC


   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4684567)

                 SERIES 2 CLASS C1 INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING

               [EURO][*] SERIES  2 CLASS C1 FIXED RATE NOTES DUE [*]


1.    Introduction

      This  Series  2 Class C1 Individual Note Certificate is issued in respect
      of the [EURO][*] Series 2 Class C1 Fixed Rate Notes due[*](the "NOTES") of
      Granite  Mortgages  03-2 plc  (the  "CURRENT  ISSUER"),  limited  to  the
      aggregate principal amount of

                                   [*] Euro

                                    ([EURO][*])

      The Notes are constituted  by, are subject to, and have the benefit of, a
      trust deed dated [*] 2003 (as  amended or supplemented from time to time,
      the "CURRENT ISSUER TRUST DEED")  between the Current Issuer and The Bank
      of New York as trustee (the trustee  for  the  time  being  thereof being
      herein  called the "NOTE TRUSTEE") and are the subject of a paying  agent
      and agent  bank agreement dated [*] 2003 (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the  Current  Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A. as registrar  (the  "REGISTRAR", which expression includes
      any successor registrar appointed from  time  to  time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of Notes represented  from time to time by this Individual Note
      Certificate in the aggregate principal amount of:

                                     [EURO][*]

                             EURO[AMOUNT IN WORDS]


                                   89

<PAGE>

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in this  Individual  Note  Certificate  and  the
      Current  Issuer  Conditions,  the  Current  Issuer,  for  value received,
      promises  to  pay  to the Holder the principal amount of this  Individual
      Note Certificate (being  at  the  date  hereof  [*]  Euro  (e[*])) on the
      Payment  Date  falling  in  [*]  (or  on  such  earlier date as the  said
      principal  amount  may become repayable in accordance  with  the  Current
      Issuer Conditions or  the  Current Issuer Trust Deed) and to pay interest
      on  the principal amount from  time  to  time  of  this  Individual  Note
      Certificate) annually in arrear on the 20th day of July of each year (or,
      if such  day  is  not  a  Business Day, the next succeeding Business Day)
      until the earlier to occur  of   (i)  the Payment Date in July 2010, (ii)
      the  occurrence  of a Trigger Event (as defined  in  the  Current  Issuer
      Conditions) or (iii)  enforcement  of Current Issuer Security (as defined
      in the Current Issuer Conditions) and  thereafter  quarterly in arrear on
      each Payment Date at the rates determined in accordance  with the Current
      Issuer Conditions together with such premium and other amounts  (if  any)
      as  may  be  payable,  all  subject to and in accordance with the Current
      Issuer Conditions and the provisions of the Current Issuer Trust Deed.

5.    Payments

      Payments of principal, premium  (if any) and interest in respect of Notes
      represented  by  this  Individual  Note   Certificate  will  be  made  in
      accordance  with  the  Current Issuer Conditions.  All  payments  of  any
      amounts  payable  and  paid   to  the  Holder  of  this  Individual  Note
      Certificate shall be valid and,  to  the  extent  of  the  sums  so paid,
      effectual  to  satisfy and discharge the liability for the monies payable
      hereon.

6.    Conditions apply

      Save as otherwise  provided  herein,  the  Holder of this Individual Note
      Certificate shall have the benefit of, and be  subject  to,  the  Current
      Issuer  Conditions,  and,  for  the  purposes  of  this  Individual  Note
      Certificate,  any  reference  in  the  Current Issuer Conditions to "NOTE
      CERTIFICATE"  or  "NOTE CERTIFICATES" shall,  except  where  the  context
      otherwise requires,  be  construed  so as to include this Individual Note
      Certificate.

7.    Determination of Entitlement

      This Individual Note Certificate is evidence  of  entitlement only and is
      not a document of title.  Entitlements are determined by the Registrar by
      reference to the Register and only the Holder is entitled  to  payment in
      respect of this Individual Note Certificate.

8.    Authentication

      This  Individual  Note  Certificate shall not be or become valid for  any
      purpose unless and until  authenticated by or on behalf of Citibank, N.A.
      as Registrar.


                                   90

<PAGE>

9.    Definitions

      Terms not defined herein have  the  meaning ascribed to such terms in the
      Current Issuer Conditions.

10.   Rights of Third Parties

      No  person shall have any right under  the  Contracts  (Rights  of  Third
      Parties)  Act  1999  to  enforce any term or condition of this Individual
      Note Certificate, but this  shall  not  affect  any right or remedy which
      exists or is available apart from that Act.

11.   Governing law

      This Individual Note Certificate is governed by,  and  shall be construed
      in accordance with, the laws of England.

IN  WITNESS  whereof  the  Current  Issuer  has  caused  this  Individual  Note
Certificate  to be signed manually or in facsimile by a person duly  authorised
on its behalf.

GRANITE MORTGAGES 03-2 PLC


By:    ...................................
      [manual or facsimile signature]
      (duly authorised)

ISSUED in London, England on [*].

AUTHENTICATED for and on behalf of
CITIBANK, N.A.

as Registrar without recourse, warranty, or liability




.......................................
[manual signature]
(duly authorised)


                                   91

<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED  ...................................................,  being
the registered holder of this Individual Note Certificate, hereby transfers to
................................................................................
of.............................................................................
..............[EURO] ...............  in  principal amount of the [EURO][amount]
Series  2 Class C1 Fixed Rate Notes due [maturity]  (the  "NOTES")  of  Granite
Mortgages  03-2  plc  (the  "CURRENT  ISSUER")  and  irrevocably  requests  and
authorises  Citibank,  N.A.,  in  its  capacity as Registrar in relation to the
Notes (or any successor to Citibank, N.A.,  in  its capacity as such) to effect
the relevant transfer by means of appropriate entries  in  the Register kept by
it.

We as transferor of the Notes represented by this Individual  Note  Certificate
hereby  certify  that  such Notes are being transferred in accordance with  the
transfer restrictions set  forth  in  Schedule  2  to the Current Issuer Paying
Agent and Agent Bank Agreement.


Dated:................................
By:...................................
                        (duly authorised)

NOTES

The name of the person by or on whose behalf this form  of  transfer  is signed
must  correspond  with  the name of the registered holder as it appears on  the
face of this Individual Note Certificate.

(a)   A representative of  such  registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person  effecting  a  transfer  shall conform to any
      list  of duly authorised specimen signatures supplied by  the  registered
      holder  or  be  certified  by a recognised bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any transfer of Notes shall  be  in  an  amount equal to [EURO]1,000 oran
      integral multiple of [EURO]1,000 in excess thereof.


                                   92

<PAGE>

[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT          REGISTRAR
<S>                    <C>
        [NAME]                   [NAME]
      [ADDRESS]                [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[Name]                          [Name]
[Address]                       [Address]



                                   93

<PAGE>


<TABLE>
<CAPTION>
<S>                               <C>         <C>           <C>        <C>
-------------------------------------------------------------------------------
{pound-sterling}[1,000/10,000]   [ISIN]   [COMMON CODE]  [SERIES]  [SERIAL NO.]
-------------------------------------------------------------------------------

</TABLE>

                          GRANITE MORTGAGES 03-2 PLC


   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                               NUMBER  4684567)

                 SERIES 3 CLASS A INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING

        {pound-sterling} [*] SERIES 3 CLASS A FIXED RATE NOTES DUE [*]


1.    Introduction

      This Series 3 Class A Individual Note Certificate is issued in respect of
      the  {pound-sterling}  [*] Series 3 Class A Fixed Rate Notes due [*] (the
      "NOTES") of Granite Mortgages 03-2 plc (the "CURRENT ISSUER"), limited to
      the aggregate principal amount of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      The Notes are constituted  by, are subject to, and have the benefit of, a
      trust deed dated [*] 2003 (as  amended or supplemented from time to time,
      the "CURRENT ISSUER TRUST DEED")  between the Current Issuer and The Bank
      of New York as trustee (the trustee  for  the  time  being  thereof being
      herein  called the "NOTE TRUSTEE") and are the subject of a paying  agent
      and agent  bank agreement dated [*] 2003 (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the  Current  Issuer, the Principal Paying Agent, the Agent Bank,
      Citibank, N.A. as registrar  (the  "REGISTRAR", which expression includes
      any successor registrar appointed from  time  to  time in connection with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Current Issuer Conditions  (or to any particular
      numbered  Condition) shall be to the Current Issuer Conditions  (or  that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

      is the person  registered  in the register maintained by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of Notes represented  from time to time by this Individual Note
      Certificate in the aggregate principal amount of:

                             {pound-sterling} [*]

                       POUNDS STERLING [AMOUNT IN WORDS]


                                   94

<PAGE>

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in this  Individual  Note  Certificate  and  the
      Current  Issuer  Conditions,  the  Current  Issuer,  for  value received,
      promises  to  pay  to the Holder the principal amount of this  Individual
      Note  Certificate  (being   at   the  date  hereof  [*]  Pounds  Sterling
      ({pound-sterling}[*])) on the Payment  Date  falling  in  [*] (or on such
      earlier  date  as  the  said  principal  amount  may become repayable  in
      accordance with the Current Issuer Conditions or the Current Issuer Trust
      Deed) and to pay interest on the principal amount  from  time  to time of
      this Individual Note Certificate) annually in arrear on the 20th  day  of
      July  of  each  year  (or,  if  such  day is not a Business Day, the next
      succeeding Business Day) until the earlier  to  occur  of (i) the Payment
      Date in July 2010, (ii) the occurrence of a Trigger Event  (as defined in
      the  Current  Issuer  Conditions) or (iii) enforcement of Current  Issuer
      Security (as defined in  the  Current  Issuer  Conditions) and thereafter
      quarterly  in  arrear  on each Payment Date at the  rates  determined  in
      accordance with the Current  Issuer Conditions together with such premium
      and other amounts (if any) as  may  be  payable,  all  subject  to and in
      accordance with the Current Issuer Conditions and the provisions  of  the
      Current Issuer Trust Deed.

5.    Payments

      Payments  of principal, premium (if any) and interest in respect of Notes
      represented   by  this  Individual  Note  Certificate  will  be  made  in
      accordance with  the  Current  Issuer  Conditions.  All  payments  of any
      amounts   payable  and  paid  to  the  Holder  of  this  Individual  Note
      Certificate  shall  be  valid  and,  to  the  extent of the sums so paid,
      effectual to satisfy and discharge the liability  for  the monies payable
      hereon.

6.    Conditions apply

      Save  as  otherwise  provided herein, the Holder of this Individual  Note
      Certificate shall have  the  benefit  of,  and be subject to, the Current
      Issuer  Conditions,  and,  for  the  purposes  of  this  Individual  Note
      Certificate,  any  reference in the Current Issuer  Conditions  to  "NOTE
      CERTIFICATE" or "NOTE  CERTIFICATES"  shall,  except  where  the  context
      otherwise  requires,  be  construed so as to include this Individual Note
      Certificate.

7.    Determination of Entitlement

      This Individual Note Certificate  is  evidence of entitlement only and is
      not a document of title.  Entitlements are determined by the Registrar by
      reference to the Register and only the  Holder  is entitled to payment in
      respect of this Individual Note Certificate.

8.    Authentication

      This Individual Note Certificate shall not be or  become  valid  for  any
      purpose  unless and until authenticated by or on behalf of Citibank, N.A.
      as Registrar.

9.    Definitions

      Terms not  defined  herein have the meaning ascribed to such terms in the
      Current Issuer Conditions.


                                   95

<PAGE>

10.   Rights of Third Parties

      No person shall have  any  right  under  the  Contracts  (Rights of Third
      Parties)  Act  1999  to enforce any term or condition of this  Individual
      Note Certificate, but  this  shall  not  affect any right or remedy which
      exists or is available apart from that Act.

11.   Governing law

      This Individual Note Certificate is governed  by,  and shall be construed
      in accordance with, the laws of England.

IN  WITNESS  whereof  the  Current  Issuer  has  caused  this  Individual  Note
Certificate  to be signed manually or in facsimile by a person duly  authorised
on its behalf.

GRANITE MORTGAGES 03-2 PLC



By:   ...................................
      [manual or facsimile signature]
      (duly authorised)

ISSUED in London, England on [*].

AUTHENTICATED for and on behalf of

CITIBANK, N.A.

as Registrar without recourse, warranty, or liability


.......................................
[manual signature]
(duly authorised)


                                   96

<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED  ...................................................,  being
the registered holder of this Individual Note Certificate, hereby transfers to
of.............................................................................
.................{pound-sterling}.........in    principal    amount    of    the
{pound-sterling} [amount] Series 3 Class A Fixed Rate Notes due [maturity] (the
"NOTES")  of  Granite Mortgages 03-2 plc (the "CURRENT ISSUER") and irrevocably
requests and authorises  Citibank,  N.A.,  in  its  capacity  as  Registrar  in
relation  to  the Notes (or any successor to Citibank, N.A., in its capacity as
such) to effect  the  relevant  transfer by means of appropriate entries in the
Register kept by it.

We as transferor of the Notes represented  by  this Individual Note Certificate
hereby certify that such Notes are being transferred  in  accordance  with  the
transfer  restrictions  set  forth  in  Schedule 2 to the Current Issuer Paying
Agent and Agent Bank Agreement.

Dated:................................

By:...................................
                       (duly authorised)

NOTES

The name of the person by or on whose behalf  this  form  of transfer is signed
must  correspond with the name of the registered holder as it  appears  on  the
face of this Individual Note Certificate.

(a)   A  representative  of such registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the  person  effecting  a  transfer shall conform to any
      list of duly authorised specimen signatures supplied  by  the  registered
      holder  or  be  certified by a recognised bank, notary public or in  such
      other manner as the Registrar may require.

(c)   Any   transfer   of   Notes    shall   be   in   an   amount   equal   to
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.


                                   97

<PAGE>

[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT       REGISTRAR
<S>                            <C>
        [NAME]                [NAME]
      [ADDRESS]             [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[Name]                          [Name]
[Address]                       [Address]


                                   98

<PAGE>


<TABLE>
<CAPTION>
<S>                                <C>        <C>           <C>        <C>
-------------------------------------------------------------------------------
{pound-sterling}[1,000/10,000]   [ISIN]   [COMMON CODE]   [SERIES] [SERIAL NO.]
-------------------------------------------------------------------------------

</TABLE>

                          GRANITE MORTGAGES 03-2 PLC


   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                               NUMBER  4684567)

                 SERIES 3 CLASS C INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING

       {pound-sterling} [*] SERIES 3 CLASS C FLOATING RATE NOTES DUE [*]


1.    Introduction

      This Series 3 Class C Individual Note Certificate is issued in respect of
      the {pound-sterling} [*] Series  3  Class  C  Floating Rate Notes due [*]
      (the  "NOTES")  of  Granite  Mortgages 03-2 plc (the  "CURRENT  ISSUER"),
      limited to the aggregate principal amount of

                              [*] Pounds Sterling

                             ({pound-sterling}[*])

      The Notes are constituted by,  are subject to, and have the benefit of, a
      trust deed dated [*] 2003 (as amended  or supplemented from time to time,
      the "CURRENT ISSUER TRUST DEED") between  the Current Issuer and The Bank
      of  New York as trustee (the trustee for the  time  being  thereof  being
      herein  called  the "NOTE TRUSTEE") and are the subject of a paying agent
      and agent bank agreement  dated [*] 2003 (as amended or supplemented from
      time to time, the "CURRENT ISSUER PAYING AGENT AND AGENT BANK AGREEMENT")
      between the Current Issuer,  the  Principal Paying Agent, the Agent Bank,
      Citibank, N.A. as registrar (the "REGISTRAR",  which  expression includes
      any  successor registrar appointed from time to time in  connection  with
      the Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References  herein to the Current Issuer Conditions (or to any particular
      numbered Condition)  shall  be  to the Current Issuer Conditions (or that
      particular one of them) attached hereto.

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

      is the person registered in the register  maintained  by the Registrar in
      relation to the Notes (the "REGISTER") as the duly registered holder (the
      "HOLDER") of Notes represented from time to time by this  Individual Note
      Certificate in the aggregate principal amount of:

                             {pound-sterling} [*]

                       POUNDS STERLING [AMOUNT IN WORDS]


                                   99

<PAGE>
      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject  only  as  provided in this Individual Note Certificate  and  the
      Current  Issuer Conditions,  the  Current  Issuer,  for  value  received,
      promises to  pay  to  the  Holder the principal amount of this Individual
      Note  Certificate  (being  at  the   date   hereof  [*]  Pounds  Sterling
      ({pound-sterling}[*])) on the Payment Date falling  in  [*]  (or  on such
      earlier  date  as  the  said  principal  amount  may  become repayable in
      accordance with the Current Issuer Conditions or the Current Issuer Trust
      Deed) and to pay interest on the principal amount from  time  to  time of
      this Individual Note Certificate quarterly in arrear on each Payment Date
      at  the rates determined in accordance with the Current Issuer Conditions
      together  with such premium and other amounts (if any) as may be payable,
      all subject  to  and in accordance with the Current Issuer Conditions and
      the provisions of the Current Issuer Trust Deed.

5.    Payments

      Payments of principal,  premium (if any) and interest in respect of Notes
      represented  by  this  Individual   Note  Certificate  will  be  made  in
      accordance  with  the  Current Issuer Conditions.  All  payments  of  any
      amounts  payable  and  paid   to  the  Holder  of  this  Individual  Note
      Certificate shall be valid and,  to  the  extent  of  the  sums  so paid,
      effectual  to  satisfy and discharge the liability for the monies payable
      hereon.

6.    Conditions apply

      Save as otherwise  provided  herein,  the  Holder of this Individual Note
      Certificate shall have the benefit of, and be  subject  to,  the  Current
      Issuer  Conditions,  and,  for  the  purposes  of  this  Individual  Note
      Certificate,  any  reference  in  the  Current Issuer Conditions to "NOTE
      CERTIFICATE"  or  "NOTE CERTIFICATES" shall,  except  where  the  context
      otherwise requires,  be  construed  so as to include this Individual Note
      Certificate.

7.    Determination of Entitlement

      This Individual Note Certificate is evidence  of  entitlement only and is
      not a document of title.  Entitlements are determined by the Registrar by
      reference to the Register and only the Holder is entitled  to  payment in
      respect of this Individual Note Certificate.

8.    Authentication

      This  Individual  Note  Certificate shall not be or become valid for  any
      purpose unless and until  authenticated by or on behalf of Citibank, N.A.
      as Registrar.

9.    Definitions

      Terms not defined herein have  the  meaning ascribed to such terms in the
      Current Issuer Conditions.


                                   100

<PAGE>
10.   Rights of Third Parties

      No  person shall have any right under  the  Contracts  (Rights  of  Third
      Parties)  Act  1999  to  enforce any term or condition of this Individual
      Note Certificate, but this  shall  not  affect  any right or remedy which
      exists or is available apart from that Act.

11.   Governing law

      This Individual Note Certificate is governed by,  and  shall be construed
      in accordance with, the laws of England.

IN  WITNESS  whereof  the  Current  Issuer  has  caused  this  Individual  Note
Certificate  to be signed manually or in facsimile by a person duly  authorised
on its behalf.

GRANITE MORTGAGES 03-2 PLC



By:   ...................................
      [manual or facsimile signature]
      (duly authorised)

ISSUED in London, England on [*].

AUTHENTICATED for and on behalf of

CITIBANK, N.A.

as Registrar without recourse, warranty, or liability


.......................................


[manual signature]
(duly authorised)


                                   101

<PAGE>
FORM OF TRANSFER

FOR VALUE RECEIVED  ...................................................,  being
the registered holder of this Individual Note Certificate,  hereby transfers to
................................................................................
of ............................................................................
................{pound-sterling}....................................in principal
amount of the  {pound-sterling}  [amount]  Series 3 Class C Floating Rate Notes
due  [maturity]  (the  "NOTES")  of Granite  Mortgages  03-2 plc (the  "CURRENT
ISSUER")  and  irrevocably  requests  and  authorises  Citibank,  N.A.,  in its
capacity as Registrar  in relation to the Notes (or any  successor to Citibank,
N.A.,  in its  capacity  as such) to effect the  relevant  transfer by means of
appropriate entries in the Register kept by it.

We  as transferor of the Notes represented by this Individual Note  Certificate
hereby  certify  that  such  Notes are being transferred in accordance with the
transfer restrictions set forth  in  Schedule  2  to  the Current Issuer Paying
Agent and Agent Bank Agreement.

Dated:................................

By:...................................
                       (duly authorised)

NOTES

The name of the person by or on whose behalf this form  of  transfer  is signed
must  correspond  with  the name of the registered holder as it appears on  the
face of this Individual Note Certificate.

(a)   A representative of  such  registered holder should state the capacity in
      which he signs, e.g. executor.

(b)   The signature of the person  effecting  a  transfer  shall conform to any
      list  of duly authorised specimen signatures supplied by  the  registered
      holder  or  be  certified  by a recognised bank, notary public or in such
      other manner as the Registrar may require.

(c)   Any   transfer   of   Notes   shall    be   in   an   amount   equal   to
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.


                                  102

<PAGE>
[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

<TABLE>
<CAPTION>
PRINCIPAL PAYING AGENT                    REGISTRAR
<S>                                         <C>
        [NAME]                             [NAME]
      [ADDRESS]                           [ADDRESS]
</TABLE>

PAYING AGENTS AND TRANSFER AGENT

[Name]                          [Name]
[Address]                       [Address]





                                   103

<PAGE>

                        FORM OF GLOBAL NOTE CERTIFICATE

THIS  NOTE  HAS NOT BEEN AND WILL NOT BE REGISTERED  UNDER  THE  UNITED  STATES
SECURITIES ACT  OF  1933,  AS  AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OF THE UNITED  STATES  AND, AS A MATTER OF U.S. LAW, PRIOR TO
THE  DATE  THAT  IS  40  DAYS  AFTER THE LATER OF  THE  CLOSING  DATE  AND  THE
COMMENCEMENT OF THE OFFERING OF  THE  CURRENT  ISSUER NOTES MAY NOT BE OFFERED,
SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE SECURITIES  ACT)  EXCEPT  PURSUANT  TO AN
EXEMPTION  FROM  THE  REGISTRATION  REQUIREMENTS  OF  THE SECURITIES ACT AND IN
ACCORDANCE  WITH  ANY  APPLICABLE SECURITIES LAWS OF ANY STATE  OF  THE  UNITED
STATES.


                                   104

<PAGE>

                                  SCHEDULE 3
                    CURRENT ISSUER CONDITIONS OF THE NOTES

                       Terms and conditions of the notes

     The following are the Terms and Conditions (the "Conditions", and any
reference to a "Condition" shall be construed accordingly) of the Notes in the
form (subject to amendment) in which they will be set out in the Current Issuer
Trust Deed. Investors should note that the issuer is referred to in the
Conditions as the "Current Issuer" and references to those documents to which
the issuer is a party are generally preceded with the words "Current Issuer". A
glossary of definitions appears in Condition 17 of these Conditions.

     The Notes of the Current Issuer are constituted by the Current Issuer
Trust Deed. The security for the Notes is created pursuant to, and on the terms
set out in, the Current Issuer Deed of Charge. By the Current issuer Paying
Agent and Agent Bank Agreement, provision is made for, inter alia, the payment
of principal and interest in respect of the Notes.

     The statements in these Conditions include summaries of, and are subject
to, the detailed provisions of the Current Issuer Trust Deed, the Current
Issuer Deed of Charge and the Current Issuer Paying Agent and Agent Bank
Agreement. The Notes are also the subject of the Current Issuer Dollar Currency
Swap Agreements, the Current Issuer Euro Currency Swap Agreements, the Current
Issuer Interest Rate Swap Agreement and the Current Issuer Basis Rate Swap
Agreement.

     Copies of the Current Issuer Trust Deed, the Current Issuer Deed of
Charge, the Current Issuer Master Definitions Schedule dated on or about the
Closing Date, the Current Issuer Paying Agent and Agent Bank Agreement and each
of the other Transaction Documents are available for inspection at the head
office for the time being of (i) the Principal Paying Agent, being at the date
hereof 5 Carmelite Street, London EC4Y OPA and (ii) the US Paying Agent, being
at the date hereof 14th Floor Zone 3, 111 WaIl Street, New York, New York
10043. The Noteholders are entitled to the benefit of, are bound by, and are
deemed to have notice of, all the provisions of, and definitions contained or
incorporated in, the Current Issuer Trust Deed, the Current Issuer Deed of
Charge, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Current Issuer Cash Management Agreement, the Current Issuer Paying
Agent and Agent Bank Agreement, the Current Issuer Basis Rate Swap Agreement,
the Current Issuer Interest Rate Swap Agreement, the Current Issuer Dollar
Currency Swap Agreements and the Current Issuer Euro Currency Swap Agreements.

     The issue of the Notes was authorised by a resolution of the Board of
Directors of the Current Issuer passed on or about 16 May 2003.

1.   Form, Denomination, Register, Title and Transfers

(A)  Form and Denomination

     The Dollar Notes, the Series 2 Class C1 Notes and the Series 3 Class C
Notes will initially be offered and sold pursuant to a registration statement
filed with the United States Securities and Exchange Commission. The Series 2
Class A Notes, the Series 2 Class B Notes, the Series 2 Class M Notes, the
Series 2 Class C2 Notes and the Series 3 Class A Notes will initially be
offered and sold outside the United States to non-US persons pursuant to Reg S.

     Each class of the Dollar Notes will be in fully registered global form in
denominations of $10,000 and $1,000. The Dollar Notes will be issued in an
aggregate principal amount equal to the Principal Amount Outstanding from time
to time of the Dollar Notes. Each class of the Euro Notes will be in fully
registered global form in denominations of (euro)10,000 and (euro)1,000. The
Euro Notes will be issued in an aggregate principal amount equal to the
Principal Amount Outstanding from time to time of the Euro Notes. Each class of
the Sterling Notes will be in fully registered global form in denominations of
(pound)10,000 and (pound)1,000. The Sterling Notes will be issued in an
aggregate principal amount equal to the Principal Amount Outstanding from time
to time of the Sterling Notes. The Dollar Notes, the Series 2 Class C1 Notes
and the Series 3 Class C Notes will be initially represented by a US Global
Note Certificate. The Series 2 Class A Notes, the



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Series 2 Class B Notes, the Series 2 Class M Notes, the Series 2 Class C2 Notes
and the Series 3 Class A Notes will be initially represented by a Reg S Global
Note Certificate.

     Global Note Certificates will be exchanged for Individual Note
Certificates in definitive registered form only under certain limited
circumstances (as described in the relevant Global Note Certificate). If
Individual Note Certificates are issued, they will be serially numbered and
issued in an aggregate principal amount equal to the Principal Amount
Outstanding of the relevant Global Note Certificates and in registered form
only.

(B)  Register

     The Registrar will maintain the Register in respect of the Notes in
accordance with the provisions of the Current Issuer Paying Agent and Agent
Bank Agreement. In these Conditions, the "Holder" of a Note means the person in
whose name such Note is for the time being registered in the Register (or, in
the case of a joint holding, the first named thereof). A Note Certificate will
be issued to each Noteholder in respect of its registered holding. Each Note
Certificate will be numbered serially with an identifying number which will be
recorded in the Register.

(C)  Title

     The Holder of each Note shall (except as otherwise required by law) be
treated by the Current Issuer, the Note Trustee, the Agent Bank and any Agent
as the absolute owner of such Note for all purposes (whether or not it is
overdue and regardless of any notice of ownership, trust or any other interest
therein, any writing on the Note Certificate relating thereto (other than the
endorsed form of transfer) or any notice of any previous loss or theft of such
Note Certificate) and no person shall be liable for so treating such Holder.

(D)  Transfers

     Subject as provided otherwise in this Condition 1(D), a Note may be
transferred upon surrender of the relevant Note Certificate, with the endorsed
form of transfer duly completed, at the Specified Office of the Registrar or
the Transfer Agent, together with such evidence as the Registrar or (as the
case may be) such Transfer Agent may reasonably require to prove the title of
the transferor and the authority of the individuals who have executed the form
of transfer; provided, however, that a Note may not be transferred unless the
principal amount of Notes transferred and (where not all of the Notes held by a
Holder are being transferred) the principal amount of the balance of Notes not
transferred are Authorised Holdings. Where not all the Notes represented by the
surrendered Note Certificate are the subject of the transfer, a new Note
Certificate in respect of the balance of the Notes will be issued to the
transferor.

     Within five Commercial Business Days of such surrender of a Note
Certificate, the Registrar will register the transfer in question and deliver a
new Note Certificate of a like principal amount to the Notes transferred to
each relevant Holder at its Specified Office or (as the case may be) the
Specified Office of the Transfer Agent or (at the request and risk of any such
relevant Holder) by uninsured first class mail (and by airmail if the Holder is
overseas) to the address specified for such purpose by such relevant Holder. In
this paragraph, "Commercial Business Day" means a day on which commercial banks
are open for business in the city where the Registrar or (as the case may be)
Transfer Agent has its Specified Office.

     The transfer of a Note will be effected without charge by or on behalf of
the Current Issuer, the Registrar or the Transfer Agent but against such
indemnity as the Registrar or (as the case may be) such Transfer Agent may
require in respect of any tax or other duty of whatsoever nature which may be
levied or imposed in connection with such transfer.

     Noteholders may not require transfers of Notes to be registered during the
period of 15 days ending on the due date for any payment of principal or
interest in respect of the Notes.

     All transfers of Notes and entries on the Register are subject to the
detailed regulations concerning the transfer of Notes scheduled to the Current
Issuer Paying Agent and Agent Bank



                                      106
<PAGE>

Agreement. The regulations may be changed by the Current Issuer with the prior
written approval of the Note Trustee and the Registrar. A copy of the current
regulations will be mailed (free of charge) by the Registrar to any Noteholder
who requests in writing a copy of such regulations.

2.   Status, Priority and Security

(A)  Status

     The Class A Notes, the Class B Notes, the Series 2 Class M Notes and the
Class C Notes are direct, secured and unconditional obligations of the Current
Issuer and are all secured by the same security. Payments on each class of
Notes will be made equally amongst all Notes of that class.

(B)  Priority

(i)  Interest

     Among the Series 1 Notes, payments of interest on the Series 1 Class A
Notes will be made ahead of payments of interest on the Series 1 Class B Notes
and the Series 1 Class C Notes, and payments of interest on the Series 1 Class
B Notes will be made ahead of payments of interest on the Series 1 Class C
Notes.

     Among the Series 2 Notes, payments of interest on the Series 2 Class A
Notes will be made ahead of payments of interest on the Series 2 Class B Notes,
the Series 2 Class M Notes, the Series 2 Class C1 Notes and the Series 2 Class
C2 Notes, payments of interest on the Series 2 Class B Notes will be made ahead
of payments of interest on the Series 2 Class M Notes, the Series 2 Class C1
Notes and the Series 2 Class C2 Notes and payments of interest on the Series 2
Class M Notes will be made ahead of payments of interest on the Series 2 Class
C1 Notes and the Series 2 Class C2 Notes. Payments of interest will be made
among the Series 2 Class C1 Notes and the Series 2 Class C2 Notes in no order
of priority among them but in proportion to the respective amounts due on the
Series 2 Class C Notes.

     Among the Series 3 Notes, payments of interest will be made on the Series
3 Class A notes ahead of payments of interest on the Series 3 Class C Notes.

     Among the Series 1 Notes, the Series 2 Notes and the Series 3 Notes,
payments of interest will be made on the Series 1 Class Al Notes, the Series 1
Class A2 Notes, the Series 1 Class A3 Notes, the Series 2 Class A Notes and the
Series 3 Class A Notes in no order of priority among them but in proportion to
the respective amounts due on the Class A Notes. These payments of interest
will be made ahead of payments of interest on the Series 1 Class B Notes, the
Series 2 Class B Notes, the Series 2 Class M Notes and the Class C Notes of
each series.

     Payments of interest will be made on the Series 1 Class B Notes and the
Series 2 Class B Notes in no order of priority among them but in proportion to
the respective amounts due on the Class B Notes. These payments of interest
will be made ahead of payments of interest on the Series 2 Class M Notes and
the Class C Notes of each series.

     Payments of interest on the Series 2 Class M Notes will be made ahead of
payments of interest on the Class C Notes of each series.

     Payments of interest will be made on the Series 1 Class C Notes, the
Series 2 Class C1 Notes, the Series 2 Class C2 Notes and the Series 3 Class C
Notes in no order of priority among them but in proportion to the respective
amounts due on the Class C Notes.

(ii) Principal

     Subject to there being no Trigger Event and no enforcement of the Funding
Security and/or the Current Issuer Security, no class of Notes will be repaid
an amount of principal which is greater than the Controlled Amortisation Amount
in respect of that class of Notes for the



                                      107
<PAGE>

relevant Payment Date and, subject also to the satisfaction of certain
conditions in relation to the payment of principal on the Class B Notes, the
Series 2 Class M Notes and the Class C Notes at any time when any Class A Notes
are outstanding, payments of principal will be made in accordance with the
following priority.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Series 1 Class Al Notes will be made ahead of repayment of principal in
respect of the Controlled Amortisation Amount on the Series 1 Class A2 Notes,
the Series 1 Class A3 Notes, the Series 2 Class A Notes and the Series 3 Class
A Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Series 1 Class A2 Notes will be made ahead of repayment of principal in
respect of the Controlled Amortisation Amount on the Series 1 Class A3 Notes,
the Series 2 Class A Notes and the Series 3 Class A Notes. Repayment of
principal in respect of the Controlled Amortisation Amount on the Series 1
Class A3 Notes, the Series 2 Class A Notes and the Series 3 Class A Notes will
be made in no order of priority between them but in proportion to the
respective Controlled Amortisation Amounts due on the Series 1 Class A3 Notes,
the Series 2 Class A Notes and the Series 3 Class A Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Class A Notes will be made ahead of repayment of principal in respect of
the Controlled Amortisation Amount on the Class B Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Series 1 Class B Notes and the Controlled Amortisation Amount on the Series
2 Class B Notes will be made in no order of priority among them but in
proportion to the respective Controlled Amortisation Amounts due on the Class B
Notes. However, repayment of principal in respect of the Controlled
Amortisation Amount on the Class B Notes will be made ahead of repayment of
principal in respect of the Controlled Amortisation Amount on the Series 2
Class M Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Series 2 Class M Notes will be made ahead of repayment of principal in
respect of the Controlled Amortisation Amount on the Class C Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount on
the Series 1 Class C Notes, the Controlled Amortisation Amount on the Series 2
Class C1 Notes, the Controlled Amortisation Amount on the Series 2 Class C2
Notes and the Controlled Amortisation Amount on the Series 3 Class C Notes will
be made in no order of priority among them but in proportion to the respective
Controlled Amortisation Amounts due on the Class C Notes.

     The above priority of payments will change and the Current Issuer will
make repayments of principal in accordance with and subject to the Current
lssuer Priority of Payments as set out in the Current Issuer Cash Management
Agreement or, as the case may be, the Current Issuer Deed of Charge (1)
following the occurrence of a Trigger Event and/or, (2) following the
enforcement of the Funding Security and/or the enforcement of the Current
Issuer Security.

     If any Class A Notes are outstanding and the Issuer Arrears Test, the
Issuer Reserve Requirement and the Subordinated Principal Test (as specified in
the Current Issuer Cash Management Agreement) are not satisfied on the relevant
Payment Date, no amount of principal will be payable in respect of the Class B
Notes, the Series 2 Class M Notes or the Class C Notes.

     Notwithstanding the foregoing priorities, the Controlled Amortisation
Amount payable in respect of each class of Notes is determined by a schedule
that indicates the target balance for that class of Notes on the relevant
Payment Date and not all classes of Notes are scheduled to receive payments of
principal on each Payment Date, with some lower ranking classes of Notes



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being repaid principal before higher ranking classes of notes. The Controlled
Amortisation Amount payable on some classes of Notes will also be zero.

(C)  Conflict between the classes of Notes

     Each of the Current Issuer Trust Deed and the Current Issuer Deed of
Charge contains provisions requiring the Note Trustee to have regard to the
interests of the Class A Noteholders, the Class B Noteholders and the Class C
Noteholders equally as regards all powers, trusts, authorities, duties and
discretions of the Note Trustee (except where expressly provided otherwise),
but requiring the Note Trustee to have regard (a) (for so long as there are any
Class A Notes outstanding (as that term is defined in the Current Issuer Trust
Deed)) only to the interests of the Class A Noteholders if, in the Note
Trustee's opinion, there is or may be a conflict between the interests of the
Class A Noteholders and the interests of the Class B Noteholders and/or the
interests of the Series 2 Class M Noteholders and/or the interests of the Class
C Noteholders, (b) subject to (a) above, (for so long as there are any Class B
Notes outstanding) only to the interests of the Class B Noteholders if, in the
Note Trustee's opinion, there is or may be a conflict between the interests of
the Class B Noteholders and the interest of the Series 2 Class M Noteholders
and/or the interests of the Class C Noteholders, and (c) subject to (a) and (b)
above, (for so long as there are any Series 2 Class M Notes outstanding) only
to the interests of the Series 2 Class M Noteholders if, in the Note Trustee's
opinion, there is or may be a conflict between the interests of the Series 2
Class M Noteholders and the interests of the Class C Noteholders. Except where
expressly provided otherwise, so long as any of the Notes remains outstanding,
the Note Trustee is not required to have regard to the interests of any persons
(other than the class or classes of Noteholders described above) entitled to
the benefit of the Current Issuer Security.

     The Current Issuer Trust Deed contains provisions limiting the powers of
the Class B Noteholders, the Series 2 Class M Noteholders and the Class C
Noteholders, inter alia, to request or direct the Note Trustee to take any
action or to pass an effective Extraordinary Resolution according to the effect
thereof on the interests of the Class A Noteholders. Except in certain
circumstances described in Condition 11, the Current Issuer Trust Deed contains
no such limitation on the powers of the Class A Noteholders, the exercise of
which will be binding on the Class B Noteholders, the Series 2 Class M
Noteholders and the Class C Noteholders respectively, irrespective of the
effect thereof on their interests.

     Similarly, the Current Issuer Trust Deed contains provisions limiting the
powers of the Class M Noteholders and the Class C Noteholders, inter alia, to
request or direct the Note Trustee to take any action or to pass an effective
Extraordinary Resolution according to the effect thereof on the interests of
the Class B Noteholders. Except in certain circumstances described above and in
Condition 11, the Current Issuer Trust Deed contains no such limitation on the
powers of the Class B Noteholders, the exercise of which will be binding on the
Class M Noteholders and the Class C Noteholders, respectively, irrespective of
the effect thereof on their interests.

     Similarly, the Current Issuer Trust Deed contains provisions limiting the
powers of the Class C Noteholders, inter alia, to request or direct the Note
Trustee to take any action or to pass an effective Extraordinary Resolution
according to the effect thereof on the interests of the Series 2 Class M
Noteholders. Except in certain circumstances described above and in Condition
11, the Current Issuer Trust Deed contains no such limitation on the powers of
the Series 2 Class M Noteholders, the exercise of which will be binding on the
Class C Noteholders, irrespective of the effect thereof on their interests.

     The Note Trustee shall be entitled to assume, for the purpose of
exercising any right, power, trust, authority, duty or discretion under or in
relation to these Conditions or any of the Transaction Documents, that such
exercise will not be materially prejudicial to the interests of the Noteholders
(or any series and/or class thereof) if the Rating Agencies have confirmed that
the then current ratings of the applicable series and/or class or classes of
Notes would not be adversely affected by such exercise.



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     The Noteholders will share in the benefit of the security created by the
Current Issuer Deed of Charge, upon and subject to the terms thereof.

(D)  Security

     As security for, inter alia, the payment of all monies payable in respect
of the Notes, the Current Issuer has entered into the Current Issuer Deed of
Charge creating the Current Issuer Security in favour of the Note Trustee for
itself and on trust for the Current Issuer Secured Creditors including, inter
alia, the following:

     (i)  an assignment by way of first fixed security of the Current Issuer's
          rights and claims in respect of all security and other rights held on
          trust by the Security Trustee pursuant to the Funding Deed of Charge,
          save to the extent that any of the Current Issuer's rights and claims
          derive from property that is situated in Jersey, which will be
          assigned to the Note Trustee for the purpose of creating a Security
          Interest in accordance with Jersey law;

     (ii) an assignment by way of first fixed security of the Current Issuer's
          rights, title, interest and benefit in and to the Transaction
          Documents to which the Current Issuer is a party, including:

          (a)  the Current Issuer Intercompany Loan Agreement;

          (b)  a deed of accession to the Funding Deed of Charge;

          (c)  the Current Issuer Basis Rate Swap Agreement;

          (d)  the Current Issuer Interest Rate Swap Agreement;

          (e)  any Current Issuer Dollar Currency Swap Agreement in relation to
               the Dollar Notes;

          (f)  any Current Issuer Euro Currency Swap Agreement in relation to
               the Euro Notes;

          (g)  the Current Issuer Paying Agent and Agent Bank Agreement;

          (h)  the Current Issuer Underwriting Agreement and the Current Issuer
               Subscription Agreement;

          (i)  the Current Issuer Corporate Services Agreement;

          (j)  the Current Issuer Bank Account Agreement;

          (k)  the Current Issuer Cash Management Agreement;

          (l)  the Current Issuer Trust Deed;

          (m)  any Swap Collateral Ancilliary Document; and

          (n)  such other documents as are expressed to be subject to the
               charges under the Current Issuer Deed of Charge, in each case,
               save to the extent that such rights, title, interest and benefit
               derive from property that is situated in Jersey. To the extent
               that the same are derived from property situated in Jersey, the
               Current Issuer will assign such rights, title, interest and
               benefit to the Note Trustee for the purpose of creating a
               Security Interest in those rights, title, interest and benefit
               in accordance with Jersey law;



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<PAGE>

      (iii) an assignment by way of first fixed security over the Current
            Issuer's rights, title, interest and benefit, in and to the Current
            Issuer Transaction Accounts, any Swap Collateral Account and each
            other account (if any) of the Current Issuer and all amounts or
            securities standing to the credit of those accounts (including all
            interest or other income or distributions earned on such amounts or
            securities);

      (iv)  a first fixed charge (which may take effect as a floating charge)
            over the Current Issuer's rights, title, interest and benefit in
            and to all Authorised Investments made by or on behalf of the
            Current Issuer, including all monies and income payable thereunder;
            and

      (v)   a first ranking floating charge over the whole of the assets and
            undertaking of the Current Issuer which are not otherwise
            effectively subject to any fixed charge or assignment by way of
            security as described in (i), (ii), (iii) or (iv) above, all as
            more particularly set out in the Current Issuer Deed of Charge.

3.   Covenants

     Save with the prior written consent of the Note Trustee or unless provided
in or contemplated under these Conditions or any of the Transaction Documents
to which the Current Issuer is a party, the Current Issuer shall not, so long
as any Note remains outstanding:

(A)  Negative Pledge

     create or permit to subsist any mortgage, pledge, lien, charge or other
Security Interest whatsoever (unless arising by operation of law), upon the
whole or any part of its assets (including any uncalled capital) or its
undertakings, present or future;

(B)  Disposal of Assets

     sell, assign, transfer, lease or otherwise dispose of, or deal with, or
grant any option or present or future right to acquire all or any of its
properties, assets, or undertakings or any interest, estate, right, title or
benefit therein or thereto or agree or attempt or purport to do any of the
foregoing;

(C)  Equitable Interest

     permit any person other than itself and the Note Trustee (as to itself and
on behalf of the Current Issuer Secured Creditors) to have any equitable
interest in any of its assets or undertakings or any interest, estate, right,
title or benefit therein;

(D)  Bank Accounts

     have an interest in any bank account, other than a Current Issuer Bank
Account or a Swap Collateral Account;

(E)  Restrictions on Activities

     carry on any business other than as described in the Prospectus dated 16
May 2003 relating to the issue of the Dollar Notes and the related activities
described therein or as contemplated in the Transaction Documents relating to
the issue of the Notes and the making of the Current Issuer Intercompany Loan;

(F)  Borrowings

     incur any indebtedness in respect of borrowed money whatsoever or give any
guarantee or indemnity in respect of any indebtedness or obligation of any
person;

(G)  Merger

     consolidate or merge with any other person or convey or transfer
substantially all of its properties or assets to any other person;



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(H)  Waiver or Consent

     permit the validity or effectiveness of any of the Current Issuer Trust
Deed or the Current Issuer Deed of Charge or the priority of the security
interests created thereby to be amended, terminated, postponed, waived or
discharged, or permit any other person whose obligations form part of the
Current Issuer Security to be released from such obligations;

(I)  Employees or premises

     have any employees or premises or subsidiaries;

(J)  Dividends and Distributions

     pay any dividend or make any other distribution to its shareholders or
issue any further shares or alter any rights attaching to its shares as at the
date of the Current Issuer Deed of Charge;

(K)  Purchase Notes

     purchase or otherwise acquire any Note or Notes; or

(L)  United States activities

     engage in any activities in the United States (directly or through
agents), or derive any income from United States sources as determined under
United States income tax principles, or hold any property if doing so would
cause it to be engaged in a trade or business within the United States as
determined under United States income tax principles.

4.   Interest

(A)  Period of Accrual

     Each Note bears interest on its Principal Amount Outstanding from (and
including) the Closing Date. Each Note (or, in the case of redemption in part
only of a Note, that part only of such Note) shall cease to bear interest from
its due date for redemption unless, upon due presentation, payment of the
relevant amount of principal or any part thereof is improperly withheld or
refused. In such event, interest will continue to accrue on such unpaid amount
(before as well as after any judgment) at the rate applicable to such Note up
to (but excluding) the date on which, on presentation of such Note, payment in
full of the relevant amount of principal is made, or (if earlier) the seventh
day after notice is duly given by the Principal Paying Agent or the US Paying
Agent, as the case may be, to the Holder thereof (either in accordance with
Condition 14 or individually) that upon presentation thereof being duly made,
such payment will be made, provided that upon presentation thereof being duly
made, payment is in fact made.

      Whenever it is necessary to compute an amount of interest in respect of
the Notes for any period (including any Interest Period), such interest shall
be calculated:

      (i)   in respect of the Dollar Notes and the Euro Notes (other than the
            Series 2 Class C1 Notes), on the basis of actual days elapsed in a
            360-day year;

      (ii)  in respect of the Series 3 Class C Notes, on the basis of actual
            days elapsed in a 365-day year (or, in the case of an Interest
            Period ending in a leap year, a 366-day year);

      (iii) in respect of the Series 2 Class C1 Notes, until the earlier to
            occur of (a) the end of the Interest Period falling on or
            immediately prior to the Payment Date in July 2010, (b) the
            occurrence of a Trigger Event and (c) the enforcement of the
            Current Issuer Security, on the basis of Rule 251 of the statutes,
            by-laws, rules and recommendations of the International Securities
            Market Association, as published in April 1999 (actual/actual), and
            thereafter on the basis of actual days elapsed in a 360-day year;
            and

      (iv)  in respect of the Series 3 Class A Notes, until the end of the
            Interest Period falling on or immediately prior to the Payment Date
            in July 2010, on the basis of



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30 days in a month and 360 days in a 360-day year, and thereafter on the basis
of actual days elapsed in a 365-day year (or, in the case of a leap year, a
366- day year).

     In respect of the Interest Period ending on the Payment Date falling in
October 2010, to the extent that the Series 2 Class C1 Notes and the Series 3
Class A Notes cease to accrue a fixed rate of interest on 20th July 2010,
notwithstanding that such Interest Period for such notes shall run from the
Payment Date falling in July 2010, for the purposes of calculating the period
in respect of which interest shall accrue (but without affecting the
calculation of, or the date of determination of the Rate of Interest), such
Interest Period for such notes shall be deemed to have commenced on 20th July
2010.

(B)  Payment Dates and Interest Periods

     Interest on the Notes (other than the Series 2 Class C1 Notes and the
Series 3 Class A Notes) is payable quarterly in arrear on the 20th day of July,
October, January and April in each year (or, if such day is not a Business Day,
the next succeeding Business Day) (each a "Quarterly Payment Date"), the first
Quarterly Payment Date being the Quarterly Payment Date occurring in July 2003
in respect of the Interest Period commencing on the Closing Date.

     Interest on the Series 2 Class C1 Notes and the Series 3 Class A Notes is
payable annually in arrear on the 20th day of July of each year (or, if such
day is not a Business Day, the next succeeding Business Day) (each a "Series
2/3 Class C1/A Annual Payment Date") until the earlier to occur of (a) the
Payment Date in July 2010, (b) the occurrence of a Trigger Event and (c) the
enforcement of the Current Issuer Security, and thereafter is payable quarterly
in arrear on the 20th day of January, April, July and October in each year (or,
if such day is not a Business Day, the next succeeding Business Day (each a
"Series 2/3 Class C1/A Quarterly Payment Date", and together with the Series
2/3 Class C1/A Annual Payment Date, a "Series 2/3 Class C1/A Payment Date").
The first Series 2/3 Class C1/A Payment Date is the Series 2/3 Class C1/A
Payment Date occurring in July 2003 in respect of the Interest Period
commencing on the Closing Date.

     In these Conditions, "Payment Date" means, as applicable a Quarterly
Payment Date or a Series 2/3 Class C1/A Payment Date.

     The order of payments of interest to be made on the classes of Notes will
be prioritised so that interest payments due and payable on the Class C Notes
will be subordinated to interest payments due and payable on the Series 2 Class
M Notes, the Class B Notes and the Class A Notes, interest payments due and
payable on the Series 2 Class M Notes will be subordinated to interest payments
due and payable on the Class B Notes and the Class A Notes and interest
payments due and payable on the Class B Notes will be subordinated to interest
payments due and payable on the Class A Notes, in each case in accordance with
the relevant Current Issuer Priority of Payments.

     To the extent that the funds available to the Current Issuer, subject to
and in accordance with the relevant Current Issuer Priority of Payments, to pay
interest on the Class B Notes, the Series 2 Class M Notes or the Class C Notes
on a Payment Date (in each case, after discharging the Current Issuer's
liabilities of a higher priority) are insufficient to pay the full amount of
such interest, payment of the shortfall attributable to the Class B Notes, the
Series 2 Class M Notes or the Class C Notes, as the case may be (in each case,
"Deferred Interest"), which will be borne by each Class B Note, Series 2 Class
M Note or Class C Note, as the case may be, in proportion to the amount of
interest due, subject to this Condition 4(B), on a Class B Note, Series 2 Class
M Note or Class C Note, as the case may be, on such Payment Date, will not then
fall due but will instead be deferred until the first Payment Date thereafter
on which sufficient funds are available (after allowing for the Current
Issuer's liabilities of a higher priority and subject to and in accordance with
the relevant Current Issuer Priority of Payments) to fund the payment of such
Deferred Interest to the extent of such available funds.



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     Such Deferred Interest will accrue interest ("Additional Interest") at the
rate of interest applicable from time to time to the Class B Notes, the Series
2 Class M Notes or the Class C Notes, as the case may be, and payment of any
Additional Interest will also be deferred until the first Payment Date
thereafter on which funds are available (after allowing for the Current
Issuer's liabilities of a higher priority subject to and in accordance with the
relevant Current Issuer Priority of Payments) to the Current Issuer to pay such
Additional Interest to the extent of such available funds.

     Amounts of Deferred Interest and Additional Interest shall not be deferred
beyond the Final Maturity Date of the Class B Notes, the Series 2 Class M Notes
or the Class C Notes, as the case may be, when such amounts will become due and
payable.

     It is possible that all or any part of any interest due on the Class B
Notes, the Series 2 Class M Notes or the Class C Notes, as the case may be, may
never be paid if there are insufficient funds available (subject to and in
accordance with the relevant Current Issuer Priority of Payments) to fund the
payment of such interest after paying amounts of a higher priority.

     Payments of interest due on a Payment Date in respect of the Class A Notes
will not be deferred. In the event of the delivery of a Class A Note
Enforcement Notice (as described in Condition 9), the amount of interest that
was due but not paid on such Payment Date will itself bear interest at the
applicable rate until both the unpaid interest and the interest on that
interest are paid.

(C)  Rates of Interest

     In relation to each Class of Notes the rate of interest payable in respect
of such Class (each a "Rate of Interest" and together the "Rates of Interest")
and the relevant Interest Amount in respect of such Class shall be determined
on the basis of the provisions set out below:

     (i)  In respect of each Class of Notes (other than the Series 2 Class C1
          Notes and the Series 3 Class A Notes),

          (a)  On each Interest Determination Date in relation to such Class,
               the Agent Bank will determine the Relevant Screen Rate in
               respect of such Class as at or about the Quotation Time for such
               Class.

               If the Relevant Screen Rate is unavailable, the Agent Bank will
               request the principal London office of each of the Reference
               Banks to provide the Agent Bank with its offered quotation to
               leading banks for the relevant Quotation Deposits for the
               relevant Quotation Period in the relevant Quotation Market as at
               or about the relevant Quotation Time on such Interest
               Determination Date.

               The Rate of Interest for such Class for the Interest Period
               relating to such Class shall be the aggregate of (a) the
               Relevant Margin in respect of such Class and (b) the Relevant
               Screen Rate in respect of such Class or, if the Relevant Screen
               Rate is unavailable, the arithmetic mean (or, in the case of the
               initial Interest Determination Date relating to such Class, the
               linear interpolation of the arithmetic mean) of such offered
               quotations by the Reference Banks (rounded upwards, if
               necessary, to five decimal places).

          (b)  If on any Interest Determination Date in relation to such Class,
               the Relevant Screen Rate in respect of such Class is unavailable
               and only two or three of the Reference Banks provide offered
               quotations, the Rates of Interest for such Class for the
               relevant Interest Period shall be determined in accordance with
               the provisions of sub- paragraph (a) above



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<PAGE>

               on the basis of the offered quotations of those Reference Banks
               providing such quotations.

               If, on any such Interest Determination Date, only one or none of
               the Reference Banks provides the Agent Bank with such an offered
               quotation, the Agent Bank shall forthwith consult with the Note
               Trustee for the purposes of agreeing two banks (or, where one
               only of the Reference Banks provided such a quotation, one
               additional bank) to provide such a quotation or quotations to
               the Agent Bank (which bank or banks are in the opinion of the
               Note Trustee suitable for such purpose) and the Rates of
               Interest for the Interest Period in question shall be
               determined, as aforesaid, on the basis of the offered quotations
               of such banks as so agreed (or, as the case may be, the offered
               quotations of such bank as so agreed and the relevant Reference
               Bank).

               If no such bank or banks is or are so agreed or such bank or
               banks as so agreed does or do not provide such a quotation or
               quotations, then the Rates of Interest for the relevant Interest
               Period shall be the Rates of Interest in relation to such Class
               in effect for the immediately preceding Interest Period to which
               sub-paragraph (a) above shall have applied but taking account of
               any change in the Relevant Margin in relation to such Class.

      (ii)  In respect of the Series 2 Class C1 Notes, the rate of interest
            payable in respect of each Interest Period shall be 5.20 per cent.
            per annum up to (but excluding) the earlier to occur of (a) the
            first Interest Period beginning on or around the Payment Date in
            July 2010, (b) the occurrence of a Trigger Event and (c) the
            enforcement of the Current Issuer Security, and thereafter shall be
            a floating rate of interest calculated in accordance with
            paragraphs (i)(a) and (i)(b) above and subject to (D)(ii) below.

      (iii) In respect of the Series 3 Class A Notes, the rate of interest
            payable in respect of each Interest Period shall be 4.625 per cent.
            per annum up to, and including, the Interest Period ending on or
            immediately prior to the Payment Date in July 2010, and thereafter
            shall be a floating rate of interest calculated in accordance with
            paragraphs (i)(a) and (i)(b) above.

      There will be no minimum or maximum Rate of Interest.

(D)   Determination of Rates of Interest and Calculation of Interest Amounts

      (i)   The Agent Bank shall, as soon as practicable after the Quotation
            Time on each Interest Determination Date, determine and notify the
            Current Issuer, the Current Issuer Cash Manager, the Note Trustee
            and the Paying Agents of (i) the Rates of Interest applicable to
            each Class of Notes for the relevant Interest Period, (ii) the
            Interest Amount payable in respect of each class of Notes for the
            relevant Interest Period and (iii) the Note Interest Amount payable
            in respect of each Note for the relevant Interest Period.

      (ii)  The amount of interest in respect of each class of Notes in respect
            of an Interest Period (in each case, the "Interest Amount") shall
            be determined by applying the relevant Rate of Interest to the
            aggregate Principal Amount Outstanding of the relevant class of
            Notes, multiplying the sum by the applicable day count fraction
            described in Condition 4(A) and rounding the resultant figure to
            the nearest cent, amounts equal to or above half a cent being
            rounded upwards and amounts below half a cent being rounded
            downwards (in the case of Dollar Notes and the Euro Notes) and the
            nearest penny, amounts equal to or above half a penny



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            being rounded upwards and amounts below half a penny being rounded
            downwards (in the case of the Sterling Notes).

            The amount of interest in respect of each Note in respect of an
            Interest Period (in each case, the "Note Interest Amount") shall be
            the proportion of the relevant Interest Amount in relation to the
            relevant class of Notes on such date equal to the proportion that
            the Principal Amount Outstanding of the relevant Note bears to the
            aggregate Principal Amount Outstanding of the relevant class of
            Notes rounding the resulting figure to the nearest cent, amounts
            equal to or above half a cent being rounded upwards and amounts
            below half a cent being rounded downwards (in respect of the Dollar
            Notes and the Euro Notes) and the nearest penny, amounts equal to
            or above half a penny being rounded upwards and amounts below half
            a penny being rounded downwards (in respect of the Sterling Notes).

      (iii) The amount of interest in respect of each class of Notes in respect
            of an Interest Period (in each case, the "Interest Amount") shall
            be determined by applying the relevant Rate of Interest to the
            aggregate Principal Amount Outstanding of the relevant class of
            Notes of the relevant class, multiplying the sum by the applicable
            day count fraction described in Condition 4(A) and rounding the
            resultant figure to the nearest cent (in the case of Dollar Notes
            and the Euro Notes) and the nearest penny (in the case of the
            Sterling Notes) (half a cent and half a penny being rounded
            upwards).

      The amount of interest in respect of each Note in respect of an Interest
Period (in each case, the "Note Interest Amount") shall be the proportion of
the relevant Interest Amount in relation to the relevant class of Notes on such
date equal to the proportion that the Principal Amount Outstanding of the
relevant Note bears to the aggregate Principal Amount Outstanding of the
relevant class of Notes rounded down to the nearest cent in respect of the
Dollar Notes and the Euro Notes, and rounded down to the nearest penny in
respect of the Sterling Notes.

(E)   Publication of Rates of Interest, Interest Amounts and other Notices

      As soon as possible, the Agent Bank will cause the Rate of Interest and
the Interest Amount applicable to each class of Notes for each Interest Period
and the Payment Date falling at the end of such Interest Period to be notified
to the Current Issuer, the Current Issuer Cash Manager, the Note Trustee, the
Paying Agents, the Registrar and to each stock exchange, competent listing
authority and/or quotation system (if any) on or by which the Notes are then
listed, quoted and/or traded and will cause notice thereof to be given to the
relevant class of Noteholders in accordance with Condition 14. The Interest
Amounts and Payment Dates so notified may subsequently be amended (or
appropriate alternative arrangements made by way of adjustment) without notice
in the event of any extension or shortening of the relevant Interest Period.

(F)   Determination and/or Calculation by Note Trustee

      If the Agent Bank does not at any time for any reason determine the Rate
of Interest and/or calculate the Interest Amount for any class of Notes in
accordance with the foregoing paragraphs, the Note Trustee shall (i) determine
the Rate of Interest at such rate as (having such regard as it shall think fit
to the procedure described above) it shall in its sole discretion deem fair and
reasonable in all the circumstances and/or (as the case may be) and (ii)
calculate the Interest Amount for such class of Notes in the manner specified
in paragraph (D) above, and any such determination and/or calculation shall be
deemed to have been made by the Agent Bank.

(G)   Notifications to be Final

      All notifications, opinions, determinations, certificates, calculations,
quotations and decisions given, expressed, made or obtained for the purposes of
this Condition 4, whether by the Reference Banks (or any of them), any other
bank or the Agent Bank (in the absence of wilful default, bad faith or manifest
error) shall be binding on the Current Issuer, the Current Issuer



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Cash Manager, the Reference Banks, such other bank, the Agent Bank, the Note
Trustee and all Noteholders and (in such absence as aforesaid) no liability to
the Noteholders shall attach to the Current Issuer, the Reference Banks, such
other bank, the Agent Bank, the Note Trustee or the Current Issuer Cash Manager
in connection with the exercise or non-exercise by them or any of them of their
powers, duties and discretions hereunder.

(H)   Reference Banks and Agent Bank

      The Agent Bank shall ensure that, so long as any of the Notes remains
outstanding, there shall at all times be four Reference Banks with offices in
London and an Agent Bank. In the event of any Reference Bank being unable or
unwilling to continue to act as a Reference Bank, the Current Issuer shall,
with the approval of the Note Trustee, appoint a successor Reference Bank to
act as such in its place. In the event of the then Agent Bank being unwilling
to act as the Agent Bank, or resigning pursuant to the Current Issuer Paying
Agent and Agent Bank Agreement, the Current Issuer shall, with the approval of
the Note Trustee, appoint a successor Agent Bank. If the Current Issuer shall
fail to appoint a successor Reference Bank or successor Agent Bank (as the case
may be), the Agent Bank shall appoint such other bank as may be previously
approved in writing by the Note Trustee to act as the Reference Bank or Agent
Bank (as the case may be). The resignation of the Agent Bank will not take
effect until a successor approved by the Note Trustee has been appointed.

5.    Redemption, Purchase and Cancellation

(A)   Final Redemption

      Unless previously redeemed in full as provided in this Condition 5, the
Current Issuer shall redeem each class of Notes at their then Principal Amount
Outstanding together with all accrued interest on the Final Maturity Date in
respect of such class of Notes.

      The Current Issuer may not redeem the Notes in whole or in part prior to
those respective dates except as provided in paragraph (B), (D), (E) or (F)
below, but without prejudice to Condition 9.

(B)   Mandatory Redemption of the Notes in Part

      On each Payment Date, other than a Payment Date on which the Notes are to
be redeemed under Conditions 5(A), (D), (E) or (F), the Current Issuer shall
repay principal in respect of the Notes in accordance with and subject to the
relevant Current Issuer Priority of Payments applicable to the Current Issuer
on such Payment Date and then only to the extent of Current Issuer Available
Principal Receipts on such Payment Date in the manner described in and subject
to the Current Issuer Cash Management Agreement and/or, as applicable, the
Current Issuer Deed of Charge.

(C)   Note Principal Payments, Principal Amount Outstanding and Pool Factor

      The principal amount redeemable (the "Note Principal Payment") in respect
of each Note of a particular class of Notes on any Payment Date under paragraph
(B) above shall be a proportion of the amount required as at that Payment Date
to be applied in redemption of the relevant class of Notes on such date equal
to the proportion that the Principal Amount Outstanding of the relevant Note
bears to the aggregate Principal Amount Outstanding of the relevant class of
Notes rounded down to the nearest cent in respect of the Dollar Notes and the
Euro Notes, and rounded down to the nearest penny in respect of the Sterling
Notes; provided always that no such Note Principal Payment may exceed the
Principal Amount Outstanding of the relevant Note.

      On each Note Determination Date the Current Issuer shall determine (or
cause the Current Issuer Cash Manager to determine) (i) the amount of any Note
Principal Payment payable in respect of each Note of the relevant series and
class on the immediately following Payment Date, (ii) the Principal Amount
Outstanding of each such Note which shall be $1,000 or, as the case may be,
$10,000 (in the case of each Dollar Note), (euro)1,000 or, as the case may be,
(euro)10,000 (in the case of each Euro Note) and (pound)1,000 or, as the case
may be, (pound)10,000 (in the case of each Sterling Note) less (in each case)
the aggregate amount of all Note Principal



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Payments in respect of such Notes that have been paid since the Closing Date
and on or prior to that Note Determination Date (the "Principal Amount
Outstanding") and (iii) the fraction expressed as a decimal to the fifth
decimal point (the "Pool Factor"), of which the numerator is the Principal
Amount Outstanding of that Note (as referred to in (ii) above) and the
denominator is $1,000 or, as the case may be, $10,000 (in the case of each
Dollar Note), (euro)1,000 or, as the case may be, (euro)10,000 (in the case of
each Euro Note) and (pound)1,000 or, as the case may be, (pound)10,000 (in the
case of each Sterling Note). Each determination by or on behalf of the Current
Issuer of any Note Principal Payment of a Note, the Principal Amount
Outstanding of a Note and the Pool Factor shall in each case (in the absence of
wilful default, bad faith or manifest error) be final and binding on all
persons.

      With respect to the Notes of each class, the Current Issuer will cause
each determination of the Note Principal Payment, the Principal Amount
Outstanding and the Pool Factor to be notified forthwith, and in any event not
later than 1.00 p.m. (London time) on the Business Day immediately succeeding
the Note Determination Date, to the Note Trustee, the Paying Agents, the
Registrar, the Agent Bank and (for so long as the Notes are listed on one or
more stock exchanges) the relevant stock exchanges, and will cause notice of
each determination of the Note Principal Payment, the Principal Amount
Outstanding and the Pool Factor to be given to Noteholders in accordance with
Condition 14 by no later than the Business Day after the relevant Payment Date.

      If the Current Issuer does not at any time for any reason determine (or
cause the Current Issuer Cash Manager to determine) a Note Principal Payment,
the Principal Amount Outstanding or the Pool Factor in accordance with the
preceding provisions of this paragraph, such Note Principal Payment, Principal
Amount Outstanding and/or Pool Factor may be determined by the Note Trustee in
accordance with this paragraph (C) in the manner the Note Trustee in its
discretion considers fair and reasonable in the circumstances, having regard to
this paragraph (C), and each such determination or calculation shall be deemed
to have been made by the Current Issuer. Any such determination shall (in the
absence of wilful default, bad faith or manifest error) be binding on the
Current Issuer, the Current Issuer Cash Manager and the Noteholders.

(D)   Optional Redemption in Full

      Subject to the provisos below, upon giving not more than 60 nor less than
30 days' prior notice to the Note Trustee and the Noteholders in accordance
with Condition 14, the Current Issuer may redeem all (but not some only) of the
Notes at their Redemption Amount (as defined in Condition 5(G) below) together
with any accrued interest in respect thereof on the following dates:

      (i)   the Payment Date falling in July 2010 and on any Payment Date
            thereafter. This gives the Current Issuer the option to redeem the
            Notes after the July 2010 step- up date for interest; or

      (ii)  any Payment Date on which the aggregate Principal Amount
            Outstanding of the Notes is less than 10 per cent. of the aggregate
            Principal Amount Outstanding of the Notes as at the Closing Date,

      PROVIDED THAT (a) (in either of the cases above), prior to giving any
such notice, the Current Issuer shall have provided to the Note Trustee prior
to the date of such redemption a certificate signed by two directors of the
Current Issuer to the effect that it will have the funds, not subject to any
interest of any other person, required to redeem the Notes as aforesaid and any
amounts required to be paid in priority to or pari passu with the Notes
outstanding in accordance with the terms and conditions of the Current Issuer
Cash Management Agreement and (b) the Note Trustee is satisfied in accordance
with the Transaction Documents that there are sufficient funds to allow the
Current Issuer to redeem the Notes.

(E)   Optional Redemption for Tax and other Reasons



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      If the Current Issuer at any time satisfies the Note Trustee immediately
prior to the giving of the notice referred to below that on the next Payment
Date either (i) the Current Issuer would be required to deduct or withhold from
any payment of principal or interest or any other amount under any of the Notes
any amount for or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature or (ii) Funding would be
required to deduct or withhold from amounts due under the Current Issuer
Intercompany Loan any amount on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature and (iii) such
obligation of the Current Issuer or Funding (as the case may be) cannot be
avoided by the Current Issuer or Funding (as the case may be) taking reasonable
measures available to it, then the Current issuer shall use its reasonable
endeavours to arrange the substitution of a company incorporated in another
jurisdiction approved by the Note Trustee as principal debtor under the Class A
Notes, the Class B Notes, the Series 2 Class M Notes and the Class C Notes
and/or as lender under the Current Issuer Intercompany Loan Agreement, as the
case may be, upon the Note Trustee being satisfied that (1) such substitution
will not be materially prejudicial to the Noteholders, (2) that the position of
the Current Issuer Secured Creditors will not thereby be adversely affected,
and (3) that such substitution would not require registration of any new
security under United States securities laws or would materially increase the
disclosure requirements under United States law or the costs of issuance. Only
if the Current Issuer is unable to arrange a substitution will the Current
Issuer be entitled to redeem the Notes as described in this Condition 5(E).

      Subject to the proviso below, if the Current Issuer is unable to arrange
a substitution as described above and, as a result, one or more of the events
described in (i) or (ii) above (as the case may be) is continuing, then the
Current Issuer may, having given not more than 60 nor less than 30 days' notice
to the Note Trustee and the Noteholders in accordance with Condition 14, redeem
all (but not some only) of the Notes on the immediately succeeding Payment Date
at their Redemption Amount together with any accrued interest in respect
thereof provided that (in either case), prior to giving any such notice, the
Current Issuer shall have provided to the Note Trustee (A) a certificate signed
by two directors of the Current Issuer stating the circumstances referred to in
(i) or (ii) and (iii) above prevail and setting out details of such
circumstances and (B) an opinion in form and substance satisfactory to the Note
Trustee of independent legal advisors of recognised standing to the effect that
the Current Issuer has or will become obliged to pay such additional amounts as
a result of such change or amendment. The Note Trustee shall be entitled to
accept such certificate and opinion as sufficient evidence of the satisfaction
of the circumstance set out in (i) or (ii) and (iii) above, in which event they
shall be conclusive and binding on the Noteholders. The Current Issuer may only
redeem the Notes as aforesaid if the Note Trustee is satisfied in accordance
with the Transaction Documents that the Current Issuer will have the funds, not
subject to the interest of any other person, required to redeem the Notes as
aforesaid and any amounts required under the Current Issuer Pre-Enforcement
Revenue Priority of Payments currently set out in the Current Issuer Cash
Management Agreement to be paid in priority to or pari passu with the Notes
outstanding in accordance with the terms and conditions thereof.

      In addition to the foregoing, if at any time it becomes unlawful for the
Current Issuer to make, fund or allow to remain outstanding the Current issuer
Intercompany Loan, then the Current Issuer may require Funding upon giving not
more than 60 nor less than 30 days' (or such shorter period as may be required
under any relevant law) prior written notice to the Current Issuer and the Note
Trustee, to prepay the Current Issuer Intercompany Loan on any Payment Date
subject to and in accordance with the provisions of the Current Issuer
Intercompany Loan Agreement to the extent necessary to cure such illegality.
Such monies received by the Current Issuer shall be used to redeem the Current
Issuer Notes in full on that Payment Date.

(F)   Optional Redemption for Implementation of New Basel Capital Accord

      If the New Basel Capital Accord, as described in the consultative
document, the "New Basel Capital Accord" published in January 2001 by the Basel
Committee on Banking Supervision, has been implemented in the United Kingdom,
whether by rule of law, recommendation or best practice or by any other
regulation, then on the Payment Date falling in



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July 2008 and any Payment Date thereafter, the Current Issuer may, by giving
not more than 60 nor less than 30 days' (or such shorter period as may be
required under any relevant law) prior notice to the Note Trustee and the
Noteholders in accordance with Condition 14, redeem all (but not some only) of
the Notes at their Redemption Amount together with any accrued interest in
respect thereof on the next following Payment Date, provided that a Note
Enforcement Notice has not been served. The Current Issuer may only redeem the
Notes as aforesaid if the Note Trustee is satisfied in accordance with the
Transaction Documents that the Current Issuer will have the funds, not subject
to the interest of any other person, required to redeem the Notes as aforesaid
and any amounts required under the Current Issuer Pre-Enforcement Revenue
Priority of Payments currently set out in the Current Issuer Cash Management
Agreement to be paid in priority to or pari passu with the Notes outstanding in
accordance with the terms and conditions thereof.

(G)   Calculation of Redemption Amount

      The "Redemption Amount" in respect of each Note shall equal:

      (A)   in respect of each Note (other than the Series 2 Class C1 Notes and
            the Series 3 Class A Notes), par

      (B)   in respect of the Series 2 Class C1 Notes and the Series 3 Class A
            Notes,

            (i)   if redemption is effected pursuant to any Condition other
                  than Condition 5(F) or if redemption is effected pursuant to
                  Condition 5(F) after the Payment Date in July 2010, the
                  occurrence of a Trigger Event or the enforcement of the
                  Current Issuer Security, par; or

            (ii)  an amount equal to whichever is the higher of:

                  (1)   par; and

                  (2)   that price (as reported in writing to the Issuer and
                        the Note Trustee by a financial adviser approved in
                        writing by the Note Trustee) expressed as a percentage
                        (and rounded, if necessary, to the third decimal place
                        (0.0005 being rounded upwards)) at which the Gross
                        Redemption Yield on the relevant Notes to be redeemed
                        to the Relevant Date is equal to the Gross Redemption
                        Yield at 3:00 p.m. (London time) on that date of the
                        Relevant Treasury Stock on the basis of the arithmetic
                        mean (rounded, if necessary as aforesaid) of the
                        offered prices of the Relevant Treasury Stock quoted by
                        the Reference Market Makers (on a dealing basis for
                        settlement on the next following dealing day in London)
                        at or about 3:00 p.m. (London time) on the Relevant
                        Date,

      where:

      (I)   "Reference Market Makers" means three brokers and/or London
            gilt-edged market makers selected by the Agent Bank and approved in
            writing by the Note Trustee or such other three persons operating
            in the gilt-edged market as are selected by the Agent Bank and so
            approved by the Note Trustee,

      (II)  "Relevant Date" means the date which is the second dealing day in
            the London gilt-edged market prior to the date of despatch of the
            notice of redemption referred to in Condition 5(D),

      (III) "Gross Redemption Yield" means a yield calculated on the basis
            indicated by the Joint Index and Classification Committee of the
            Institute and Faculty of



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            Actuaries, as reported in the Journal of the Institute of
            Actuaries, Volume 105, Part 1, 1978, page 18, and

      (IV)  "Relevant Treasury Stock" means such government stock as the Agent
            Bank shall determine to be a benchmark government stock the
            maturity of which most closely matches the maturity of the relevant
            class of Notes as calculated by the Agent Bank.

      If the Redemption Amount for the Series 2 Class C1 Notes is calculated
pursuant to Condition 5(G)(B)(ii), then the amount payable in euro pursuant to
Condition 5(G)(B)(ii)(2) to the holders of the Series 2 Class C1 Notes will be
converted at the "spot" rate.

6.    Payments

(A)   Payment of Interest and Principal

      Payments of principal shall be made by US Dollar cheque, in the case of
the Dollar Notes, Euro cheque, in the case of the Euro Notes or Sterling cheque
in the case of the Sterling Notes, drawn on, or upon application by a Holder of
the relevant Note to the Specified Office of the Principal Paying Agent not
later than the fifteenth day before the due date for any such payment, or by
transfer to a US Dollar account maintained by the payee with a bank in New York
City or (as the case may be) to a Sterling account maintained by the payee with
a bank in London or (as the case may be) to a Euro account maintained by the
payee with a bank as specified by the payee, and (in the case of final
redemption) upon surrender (or, in the case of part payment only, endorsement)
of the relevant Note Certificates at the Specified Office of any Paying Agent.

      Payments of interest shall be made by US Dollar cheque, in the case of
the Dollar Notes, Euro cheque, in the case of the Euro Notes or Sterling
cheque, in the case of the Sterling Notes, drawn on, or upon application by a
Holder of the relevant Note to the Specified Office of the Principal Paying
Agent not later than the fifteenth day before the due date for any such
payment, or by transfer to a US Dollar account maintained by the payee with a
bank in New York City or (as the case may be) to a Sterling account maintained
by the payee with a bank in London or (as the case may be) to a Euro account
maintained by the payee with a bank as directed by the payee, and (in the case
of interest payable on redemption) upon surrender (or, in the case of part
payment only, endorsement) of the relevant Note Certificates at the Specified
Office of any Paying Agent.

(B)   Laws and Regulations

      Payments of principal and interest in respect of the Notes are subject in
all cases to any fiscal or other laws and regulations applicable thereto.
Noteholders will not be charged commissions or expenses on payments.

(C)   Payment of Interest following a failure to pay Principal

      If payment of principal is improperly withheld or refused on or in
respect of any Note or part thereof, the interest which continues to accrue in
respect of such Note in accordance with Condition 4(A) will be paid in
accordance with this Condition 6.

(D)   Change of Agents

      The initial Principal Paying Agent, the Registrar, the Transfer Agent and
the initial Paying Agents and their respective initial Specified Offices are
listed at the end of these Conditions. The Current Issuer reserves the right,
subject to the prior written approval of the Note Trustee, at any time to vary
or terminate the appointment of the Principal Paying Agent, the Registrar, the
Transfer Agent and the US Paying Agent and to appoint additional or other
Paying Agents. The Current Issuer will at all times maintain a Paying Agent
with a Specified Office in London and a US Paying Agent with a Specified Office
in New York and a Registrar. Except where otherwise provided in the Current
Issuer Trust Deed, the Current Issuer will cause at least 30 days' notice of
any change in or addition to the Paying Agents, the Transfer Agent or the
Registrar or their



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Specified Offices to be given in accordance with Condition 14 and will notify
the Rating Agencies of such change or addition.

(E)   No payment on non-Business Day

      Where payment is to be made by transfer to a US Dollar account, Sterling
account or Euro account, payment instructions (for value the due date or, if
the due date is not a Payment Business Day, for value the next succeeding
Business Day) will be initiated and, where payment is to be made by US Dollar
cheque, Sterling cheque or Euro cheque, the cheque will be mailed (i) (in the
case of payments of principal and interest payable on redemption) on the later
of the due date for payment and the day on which the relevant Note is
surrendered (or, in the case of part payment only, endorsed) at the Specified
Office of a Paying Agent and (ii) (in the case of payments of interest payable
other than on redemption) on the due date for payment. A Holder of a Note
shall not be entitled to any interest or other payment in respect of any delay
in payment resulting from (A) the due date for a payment not being a Payment
Business Day or (B) a cheque mailed in accordance with this Condition 6(E)
arriving after the due date for payment or being lost in the mail.

(F)   Partial Payment

      If a Paying Agent makes a partial payment in respect of any Note, the
Current Issuer shall procure and the registrar will ensure that the amount and
date of such payment are noted on the Register and, in the case of partial
payment upon presentation of a Note Certificate, that a statement indicating
the amount and date of such payment is endorsed on the relevant Note
Certificate.

(G)   Record Date

      Each payment in respect of a Note will be made to the person shown as
the Holder in the Register at the opening of business in the place of the
Registrar's Specified Office on the fifteenth day before the due date for such
payment (the "Record Date"). Where payment in respect of a Note is to be made
by cheque, the cheque will be mailed to the address shown as the address of
the Holder in the Register at the opening of business on the relevant Record
Date.

(H)   Payment of Interest

      Subject as provided otherwise in these Conditions, if interest is not
paid in respect of a Note of any class on the date when due and payable (other
than because the due date is not a Payment Business Day) or by reason of
non-compliance with Condition 6(A), then such unpaid interest shall itself
bear interest at the Rate of Interest applicable from time to time to such
Note until such interest and interest thereon are available for payment and
notice thereof has been duly given in accordance with Condition 14.

7.    Prescription

      Claims against the Current Issuer for payment of interest and principal
on redemption shall be prescribed and become void if the relevant Note
Certificates are not surrendered for payment within a period of 10 years from
the relevant date in respect thereof. After the date on which a payment under
a Note becomes void in its entirety, no claim may be made in respect thereof.
In this Condition 7, the "relevant date", in respect of a payment under a
Note, is the date on which the payment in respect thereof first becomes due or
(if the full amount of the monies payable in respect of those payments under
all the Notes due on or before that date has not been duly received by the
Principal Paying Agent, the US Paying Agent or the Note Trustee on or prior to
such date) the date on which the full amount of such monies having been so
received or notice to that effect is duly given to Noteholders in accordance
with Condition 14.

8.    Taxation

      All payments in respect of the Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties or
charges of whatsoever nature unless the Current Issuer or any relevant Paying
Agent is required by applicable law to make any payment in respect of the
Notes subject to any such withholding or deduction. In that event, the Current
Issuer or such Paying Agent shall make such payment after such withholding or
deduction has



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been made and shall account to the relevant authorities for the amount so
required to be withheld or deducted. No Paying Agent nor the Current Issuer
will be obliged to make any additional payments to Noteholders in respect of
such withholding or deduction.

9.    Events of Default

(A)   Class A Noteholders:

      The Note Trustee in its absolute discretion may give notice to the
Current Issuer and the Security Trustee of a Current lssuer Note Event of
Default (as defined below) in respect of the Class A Notes (a "Class A Note
Enforcement Notice"), and shall give such notice if it is indemnified to its
satisfaction and (1) if so requested in writing by the Holders of not less
than 25 per cent. in aggregate Principal Amount Outstanding of the Class A
Notes or (2) if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Class A Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events
which is continuing or unwaived:

      (i)    default being made for a period of seven Business Days in the
             payment of any amount of principal on any Class A Note when and
             as the same ought to be paid in accordance with these Conditions
             or default being made for a period of fifteen Business Days in
             the payment of any amount of interest on any Class A Note when
             and as the same ought to be paid in accordance with these
             Conditions; or

      (ii)   the Current Issuer failing duly to perform or observe any other
             obligation binding upon it under the Class A Notes, the Current
             Issuer Trust Deed, the Current Issuer Deed of Charge or any other
             Transaction Document and, in any such case (except where the Note
             Trustee certifies that, in its opinion, such failure is incapable
             of remedy, in which case no notice will be required), such
             failure is continuing unremedied for a period of 30 days
             following the service by the Note Trustee on the Current Issuer
             of notice requiring the same to be remedied and the Note Trustee
             has certified that the failure to perform or observe is
             materially prejudicial to the interests of the Class A
             Noteholders; or

      (iii)  the Current Issuer, otherwise than for the purposes of such
             amalgamation or reconstruction as is referred to in sub-paragraph
             (iv) below, ceases or threatens to cease to carry on its business
             or a substantial part of its business or the Current Issuer is
             deemed unable to pay its debts within the meaning of section
             123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that
             section may be amended, modified or re-enacted) or becomes unable
             to pay its debts within the meaning of section 123(2) of the
             Insolvency Act 1986 (as that section may be amended, modified or
             re-enacted); or

      (iv)   an order being made or an effective resolution being passed for
             the winding-up of the Current Issuer except a winding-up for the
             purposes of or pursuant to an amalgamation, restructuring or
             merger the terms of which have previously been approved by the
             Note Trustee in writing or by an Extraordinary Resolution of the
             Class A Noteholders; or

      (v)    proceedings being otherwise initiated against the Current Issuer
             under any applicable liquidation, insolvency, composition,
             reorganisation or other similar laws (including, but not limited
             to, presentation of a petition for administration or the filing
             of documents with the court for an administration) and (except in
             the case of presentation of a petition for an administration
             order) such proceedings are not, in the opinion of the Note
             Trustee, being disputed in good faith with a reasonable prospect
             of success, a formal notice is given of intention to appoint an
             administrator in relation to the Current Issuer or an
             administration order being granted or an administrative receiver
             or other receiver, liquidator or other similar official being
             appointed in relation to the Current Issuer or in relation to the
             whole



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             or any substantial part of the undertaking or assets of the
             Current Issuer, or an encumbrancer taking possession of the whole
             or any substantial part of the undertaking or assets of the
             Current Issuer, or a distress, execution, diligence or other
             process being levied or enforced upon or sued out against the
             whole or any substantial part of the undertaking or assets of the
             Current Issuer and such possession or process (as the case may
             be) not being discharged or not otherwise ceasing to apply within
             30 days, or the Current Issuer initiating or consenting to
             judicial proceedings relating to itself under applicable
             liquidation, insolvency, composition, reorganisation or other
             similar laws or making a conveyance or assignment for the benefit
             of its creditors generally or a composition or similar
             arrangement with the creditors or takes steps with a view to
             obtaining a moratorium in respect of its indebtedness, including
             without limitation, the filing of documents with the court; or

      (vi)   if an Intercompany Loan Enforcement Notice is served under any
             Intercompany Loan Agreement while any of the Class A Notes is
             outstanding.

(B)   Class B Noteholders

      This Condition 9(B) shall have no effect if, and for as long as, any
Class A Notes are outstanding. Subject thereto, for so long as any Class B
Notes are outstanding, the Note Trustee in its absolute discretion may give
notice to the Current Issuer and the Security Trustee of a Current Issuer Note
Event of Default (as defined below) in respect of the Class B Notes (a "Class
B Note Enforcement Notice"), and shall give such notice if it is indemnified
to its satisfaction and (1) if so requested in writing by the Holders of not
less than 25 per cent. in aggregate Principal Amount Outstanding of the Class
B Notes or (2) if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Class B Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

      (i)    default being made for a period of seven Business Days in the
             payment of any amount of principal on any Class B Note when and
             as the same ought to be paid in accordance with these Conditions
             or default being made for a period of fifteen Business Days in
             the payment of any amount of interest on any Class B Note when
             and as the same ought to be paid in accordance with these
             Conditions; or

      (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
             (iv), (v) or (vi) above provided that the references in Condition
             9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
             Noteholders shall be read as references to Class B Notes and
             Class B Noteholders, respectively.

(C)   Series 2 Class M Noteholders

      This Condition 9(C) shall have no effect if, and for as long as, any
Class A Notes or any Class B Notes are outstanding. Subject thereto, for so
long as any Series 2 Class M Notes are outstanding, the Note Trustee in its
absolute discretion may give notice to the Current Issuer and the Security
Trustee of a Current Issuer Note Event of Default (as defined below) in
respect of the Series 2 Class M Notes (a "Series 2 Class M Note Enforcement
Notice"), and shall give such notice if it is indemnified to its satisfaction
and (1) if so requested in writing by the Holders of not less than 25 per
cent. in aggregate Principal Amount Outstanding of the Series 2 Class M Notes
or (2) if so directed by or pursuant to an Extraordinary Resolution passed at
a meeting of the Series 2 Class M Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

      (i)    default being made for a period of seven Business Days in the
             payment of any amount of principal on any Series 2 Class M Note
             when and as the same ought to be paid in accordance with these
             Conditions or default being made for a period



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             of fifteen Business Days in the payment of any amount of interest
             on any Series 2 Class M Note when and as the same ought to be
             paid in accordance with these Conditions; or

      (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
             (iv), (v) or (vi) above provided that the references in Condition
             9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
             Noteholders shall be read as references to Series 2 Class M Notes
             and Series 2 Class M Noteholders, respectively.

(D)   Class C Noteholders

      This Condition 9(D) shall have no effect if, and for as long as, any
Class A Notes, any Class B Notes or any Series 2 Class M Notes are
outstanding. Subject thereto, for so long as any Class C Notes are
outstanding, the Note Trustee in its absolute discretion may give notice to
the Current Issuer and the Security Trustee of a Current Issuer Note Event of
Default (as defined below) in respect of the Class C Notes (a "Class C Note
Enforcement Notice"), and shall give such notice if it is indemnified to its
satisfaction and (1) if so requested in writing by the Holders of not less
than 25 per cent. in aggregate Principal Amount Outstanding of the Class C
Notes or (2) if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Class C Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

      (i)    default being made for a period of seven Business Days in the
             payment of any amount of principal on any Class C Note when and
             as the same ought to be paid in accordance with these Conditions
             or default being made for a period of fifteen Business Days in
             the payment of any amount of interest on any Class C Note when
             and as the same ought to be paid in accordance with these
             Conditions; or

      (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
             (iv), (v) or (vi) above provided that the references in Condition
             9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
             Noteholders shall be read as references to Class C Notes and
             Class C Noteholders respectively.

(E)   Following Service of a Note Enforcement Notice

      For the avoidance of doubt, upon any Note Enforcement Notice being given
by the Note Trustee in accordance with Condition 9(A), (B), (C) or (D) above,
all classes of the Notes then outstanding shall immediately become due and
repayable, without further action or formality at their Redemption Amount
together with any accrued interest in respect thereof as provided in the
Current Issuer Trust Deed.

10.   Enforcement of Notes

      The Note Trustee may, at its discretion and without notice at any time
and from time to time, take such steps and institute such proceedings against
the Current Issuer or any other person as it may think fit to enforce the
provisions of the Notes, the Current Issuer Trust Deed (including these
Conditions), the Current Issuer Deed of Charge or any of the other Transaction
Documents. The Note Trustee may, at its discretion and without notice, at any
time after the Current Issuer Security has become enforceable, take such steps
as it may think fit to enforce the Current Issuer Security. The Note Trustee
shall not be bound to take any such proceedings or steps unless:

      (i)    (subject in all cases to restrictions contained in the Current
             Issuer Trust Deed or, as the case may be, the Current Issuer Deed
             of Charge to protect the interests of any higher ranking class of
             Noteholders) it shall have been so directed by an Extraordinary
             Resolution (as described in Condition 9) of the Class A
             Noteholders, the Class B Noteholders, the Series 2 Class M
             Noteholders or the Class C Noteholders or so requested in writing
             by the Holders of at least 25 per cent. in Principal Amount
             Outstanding of the Class A Notes, Class B Notes, Series 2 Class M
             Notes or Class C Notes; and



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      (ii)   it shall have been indemnified to its satisfaction.

      Amounts available for distribution after enforcement of the Current
Issuer Security shall be distributed in accordance with the terms of the
Current lssuer Deed of Charge.

      No Noteholder may institute any proceedings against the Current Issuer
to enforce its rights under or in respect of the Notes or the Current Issuer
Trust Deed unless (1) the Note Trustee has become bound to institute
proceedings and has failed to do so within 30 days of becoming so bound and
(2) such failure is continuing; provided that, no Class B Noteholder, Series 2
Class M Noteholder or Class C Noteholder will be entitled to commence
proceedings for the winding up or administration of the Current Issuer unless
there are no outstanding Notes of a class with higher priority, or if Notes of
a class with higher priority are outstanding, there is consent of Noteholders
of not less than 25 per cent. of the aggregate principal amount of the Notes
outstanding (as defined in the Current Issuer Trust Deed) of the class or
classes of Notes with higher priority. Notwithstanding the foregoing and
notwithstanding any other provision of the Current Issuer Trust Deed, the
right of any Noteholder to receive payment of principal and interest on its
Notes on or after the due date for such principal or interest, or to institute
suit for the enforcement of payment of that principal or interest, may not be
impaired or affected without the consent of that Noteholder.

      In the event that (a) the Current Issuer Security is enforced and after
payment of all other claims ranking in priority to the Notes under the Current
Issuer Deed of Charge, the remaining proceeds of such enforcement are
insufficient to pay in full all principal and interest and other amounts
whatsoever due in respect of the Notes and all other claims ranking pari passu
therewith or (b) within 20 days following the Final Maturity Date of the
latest maturing Note, the Note Trustee certifies that there is no further
amount outstanding under the related Current Issuer Intercompany Loan, then
all interests in the Global Note Certificate will be automatically exchanged
for equivalent interests in an equivalent amount of Notes in an equivalent
Principal Amount Outstanding in Individual Note Certificates and such Global
Note Certificate will be cancelled on the date of such exchange. The
Noteholders are required and the Note Trustee is required on their behalf at
the request of the Post Enforcement Call Option Holder, to transfer or (as the
case may be) procure transfer of all (but not some only) of the Notes to the
Post Enforcement Call Option Holder pursuant to the option granted to it by
the Note Trustee (as agent for the Noteholders) pursuant to the Current Issuer
Post Enforcement Call Option Agreement. The Noteholders will not be paid for
that transfer. Immediately upon such transfer, no such former Noteholder shall
have any further interest in the Notes. Each of the Noteholders acknowledges
that the Note Trustee has the authority and the power to bind the Noteholders
in accordance with the terms and conditions set out in the Current Issuer Post
Enforcement Call Option Agreement and each Noteholder, by subscribing for or
purchasing Notes, agrees to be so bound.

11.   Meetings of Noteholders, Modifications and Waiver

(A)   Meetings of Noteholders

      The Current Issuer Trust Deed contains provisions for convening meetings
of each class of Noteholders to consider any matter affecting their interests,
including the sanctioning by Extraordinary Resolution of a modification of any
provision of these Conditions or the provisions of any of the Transaction
Documents.

(1)   Class A Notes

      The Current Issuer Trust Deed provides that:

      (i)    a single meeting of the Holders of all series of Class A Notes
             may be held whether or not there is a conflict of interest
             between the Holders of such series of the Class A Notes;



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      (ii)   there shall be no provision for a meeting of the Holders of one
             series only of the Class A Notes; and

      (iii)  as the Class A Notes are not all denominated in the same
             currency, the Principal Amount Outstanding of any Class A Note
             denominated in Dollars or Euro shall be converted into Sterling
             at the relevant Current Issuer Dollar Currency Swap Rate or
             Current Issuer Euro Currency Swap Rate, respectively.

(2)   Class B Notes

      The Current Issuer Trust Deed provides that:

      (i)    a single meeting of the Holders of all series of Class B Notes
             may be held whether or not there is a conflict of interest
             between the Holders of such series of the Class B Notes;

      (ii)   there shall be no provision for a meeting of the Holders of one
             series only of the Class B Notes; and

      (iii)  as the Class B Notes are not all denominated in the same
             currency, the Principal Amount Outstanding of any Class B Note
             denominated in Dollars or Euro shall be converted into Sterling
             at the relevant Current Issuer Dollar Currency Swap Rate or
             Current Issuer Euro Currency Swap Rate, respectively.

(3)   Series 2 Class M Notes

      The Current Issuer Trust Deed provides that as the Series 2 Class M
Notes are denominated in Euro, the Principal Amount Outstanding of any Series
2 Class M Note shall be converted into Sterling at the relevant Current Issuer
Euro Currency Swap Rate.

(4)   The Class C Notes

      The Current Issuer Trust Deed provides that:

      (i)    a single meeting of the Holders of all series of Class C Notes
             may be held whether or not there is a conflict of interest
             between the Holders of such series of the Class C Notes;

      (ii)   there shall be no provision for a meeting of the Holders of one
             series only of the Class C Notes; and

      (iii)  as the Class C Notes are not all denominated in the same
             currency, the Principal Amount Outstanding of any Class C Note
             denominated in Dollars or Euro shall be converted into Sterling
             at the relevant Current Issuer Dollar Currency Swap Rate or
             Current Issuer Euro Currency Swap Rate, respectively.

      Subject as provided in the following paragraph, the quorum at any
meeting of the Noteholders of any class convened to consider an Extraordinary
Resolution will be two or more persons holding or representing more than half
of the aggregate Principal Amount Outstanding of the Notes of that class or,
at any adjourned meeting, two or more persons being or representing
Noteholders of that class, whatever the aggregate Principal Amount Outstanding
of the Notes so held or represented.

      The quorum at any meeting of the Noteholders of any class for passing an
Extraordinary Resolution which includes the sanctioning of a modification
which would have the effect of altering the amount, rate or timing of payments
on the Notes, the currency of payment of the Notes, or altering the priority
of payments or altering the quorum or majority required in relation to



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this exception (a "Basic Terms Modification"), shall be two or more persons
holding or representing not less than three quarters or, at any adjourned and
reconvened meeting, not less than one quarter of the aggregate Principal
Amount Outstanding of the Notes of such class.

      A resolution signed by or on behalf of all the Noteholders of the
relevant class who for the time being are entitled to receive notice of a
meeting under the Current Issuer Trust Deed shall for all purposes be as valid
and effective as an Extraordinary Resolution passed at a meeting of such class
of Noteholders.

(B)   Limitations on Class B Noteholders

      Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Class B Noteholders shall take effect for any purpose while any Class A Notes
remain outstanding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Noteholders or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the Class A
Noteholders.

(C)   Limitations on Series 2 Class M Noteholders

      Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Series 2 Class M Noteholders shall take effect for any purpose while any Class
A Notes or any Class B Notes remain outstanding unless it shall have been
sanctioned by an Extraordinary Resolution of the Class A Noteholders and an
Extraordinary Resolution of the Class B Noteholders, or the Note Trustee is of
the opinion that it would not be materially prejudicial to the interests of
the Class A Noteholders and the Class B Noteholders.

(D)   Limitations on Class C Noteholders

      Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Class C Noteholders shall take effect for any purpose while any Class A Notes,
any Class B Notes or any Series 2 Class M Notes remain outstanding unless it
shall have been sanctioned by an Extraordinary Resolution of the Class A
Noteholders, an Extraordinary Resolution of the Class B Noteholders and an
Extraordinary Resolution of the Series 2 Class M Noteholders, or the Note
Trustee is of the opinion that it would not be materially prejudicial to the
interests of the Class A Noteholders, the Class B Noteholders and the Series 2
Class M Noteholders.

(E)   Basic Terms Modifications

      (i)    An Extraordinary Resolution of the Class A Noteholders concerning
             a Basic Terms Modification will not be effective unless it shall
             have been sanctioned by an Extraordinary Resolution of the Class
             B Noteholders, an Extraordinary Resolution of the Series 2 Class
             M Noteholders and an Extraordinary Resolution of the Class C
             Noteholders.

      (ii)   An Extraordinary Resolution of the Class B Noteholders concerning
             a Basic Terms Modification will not be effective unless it shall
             have been sanctioned by an Extraordinary Resolution of the Class
             A Noteholders, an Extraordinary Resolution of the Series 2 Class
             M Noteholders and an Extraordinary Resolution of the Class C
             Noteholders.

      (iii)  An Extraordinary Resolution of the Series 2 Class M Noteholders
             concerning a Basic Terms Modification will not be effective
             unless it is also sanctioned by an Extraordinary Resolution of
             the Class A Noteholders, an Extraordinary Resolution of the Class
             B Noteholders and an Extraordinary Resolution of the Class C
             Noteholders.

      (iv)   An Extraordinary Resolution of the Class C Noteholders concerning
             a Basic Terms Modification will not be effective unless it is
             also sanctioned by an Extraordinary Resolution of the Class A
             Noteholders, an Extraordinary Resolution



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             of the Class B Noteholders and an Extraordinary Resolution of the
             Series 2 Class M Noteholders.

(F)   Modifications and Determinations by Note Trustee

      The Note Trustee may agree, without the consent of the relevant class of
Noteholders, (i) to any modification (other than a Basic Terms Modification)
of, or to the waiver or authorisation of any breach or proposed breach of, the
Conditions of a particular class or classes or any of the Transaction
Documents which is not, in the opinion of the Note Trustee, materially
prejudicial to the interests of the relevant class or classes of the
Noteholders or (ii) to any modification of these Conditions or any of the
Transaction Documents which, in the opinion of the Note Trustee, is of a
formal, minor or technical nature or is to correct a manifest error.

      Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Note Trustee agrees otherwise, any
such modification shall be notified to the Noteholders and the Rating Agencies
in accordance with Condition 14 as soon as practicable thereafter.

      The Note Trustee may agree, without the consent of the Holders of the
Sterling Notes on or after the Specified Date (as defined below), to such
modifications to the Sterling Notes and the Current Issuer Trust Deed in
respect of redenomination of such Notes in euro and associated
reconventioning, renominalisation and related matters in respect of such Notes
as may be proposed by the Current Issuer (and confirmed by an independent
financial institution approved by the Note Trustee to be in conformity with
then applicable market conventions) and to provide for redemption at the euro
equivalent of the sterling principal amount of the Sterling Notes. For these
purposes, "Specified Date" means the date on which the United Kingdom
participates in the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended by the
Treaty on European Union, or otherwise participates in European economic and
monetary union in a manner with an effect similar to such third stage.

      Any such modification shall be binding on the Holders of the Sterling
Notes and, unless the Note Trustee agrees otherwise, any such modification
shall be notified to such Noteholders in accordance with Condition 14 as soon
as practicable thereafter.

(G)   Exercise of Note Trustee's Functions

      Where the Note Trustee is required, in connection with the exercise of
its powers, trusts, authorities, duties and discretions, to have regard to the
interests of the Noteholders of one class, it shall have regard to the
interests of such Noteholders as a class and, in particular but without
prejudice to the generality of the foregoing, the Note Trustee shall not have
regard to, or be in any way liable for, the consequences of such exercise for
individual Noteholders resulting from their being for any purpose domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of,
any particular territory. In connection with any such exercise, the Note
Trustee shall not be entitled to require, and no Noteholder shall be entitled
to claim, from the Current Issuer or any other person, any indemnification or
payment in respect of any tax consequence of any such exercise upon individual
Noteholders.

12.   Indemnification of the Note Trustee

      The Current Issuer Trust Deed and the Current Issuer Deed of Charge
contain provisions governing the responsibility (and relief from
responsibility) of the Note Trustee and providing for its indemnification in
certain circumstances, including, among others, provisions relieving it from
taking enforcement proceedings or enforcing the Current Issuer Security unless
indemnified to its satisfaction. The Note Trustee is also entitled to be paid
its costs and expenses in priority to any interest payments to Noteholders.

      The Note Trustee and its related companies are entitled to enter into
business transactions with the Current Issuer, the Current Issuer Cash
Manager, Northern Rock plc and/or the related companies of any of them and to
act as note trustee for the Holders of any new Notes



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and/or any other person who is a party to any Transaction Document or whose
obligations are comprised in the Current Issuer Security and/or any of its
subsidiary or associated companies without accounting for any profit resulting
therefrom.

      The Note Trustee will not be responsible for any loss, expense or
liability which may be suffered as a result of any assets comprised in the
Current Issuer Security, or any deeds or documents of title thereto, being
uninsured or inadequately insured or being held by clearing organisations or
their operators or by intermediaries such as banks, brokers or other similar
persons on behalf of the Note Trustee.

      Furthermore, the Note Trustee will be relieved of liability for making
searches or other inquiries in relation to the assets comprising the Current
Issuer Security. The Note Trustee does not have any responsibility in relation
to the legality and the enforceability of the trust arrangements and the
related Current Issuer Security. The Note Trustee will not be obliged to take
any action which might result in its incurring personal liabilities. The Note
Trustee is not obliged to monitor or investigate the performance of any other
person under the Current Issuer related documents or the documents relating to
the Current Issuer Intercompany Loan and the Mortgages Trust and is entitled
to assume, until it has actual knowledge to the contrary, that all such
persons are properly performing their duties, unless it receives express
notice to the contrary.

      The Note Trustee will not be responsible for any deficiency which may
arise because it is liable to tax in respect of the proceeds of any Current
Issuer Security.

      Similar provisions in respect of the indemnification of the Security
Trustee are set out in the Transaction Documents.

13.   Replacement of Notes

      If Individual Note Certificates are lost, stolen, mutilated, defaced or
destroyed, the Noteholder can replace them at the Specified Office of any
Paying Agent. The Noteholder will be required both to pay the expenses of
producing a replacement and to comply with the Current Issuer's, the
Registrar's and the Paying Agent's reasonable requests for evidence and
indemnity. The Noteholder must surrender any defaced or mutilated Note
Certificates before replacements will be issued.

      If a Global Note Certificate is lost, stolen, mutilated, defaced or
destroyed, the Current Issuer will deliver a replacement Global Note
Certificate to the registered holder upon satisfactory evidence and surrender
of any defaced or mutilated Global Note Certificate. A replacement will only
be made upon payment of the expenses for a replacement and compliance with the
Current Issuer's, Registrar's and Paying Agents' reasonable requests as to
evidence and indemnity.

14.   Notice to Noteholders

(A)   Publication of Notice

      Notices to Noteholders will be sent to them by first class mail (or its
equivalent) or (if posted to a non-UK address) by airmail at the respective
addresses on the Register. Any such notice shall have been deemed to have been
given on the fourth day after the date of mailing. In addition, any notice
shall be validly given if published on the date of such mailing in The
Financial Times and, for so long as amounts are outstanding on the Dollar
Notes, in a daily newspaper of general circulation in New York (which is
expected to be The New York Times) or, if such publication is not practicable,
in a leading English language daily newspaper having general circulation in
the United States; provided that if, at any time, the Current Issuer procures
that the information concerned in such notice shall appear on a page of the
Reuters screen, or any other medium for electronic display of data as may be
previously approved in writing by the Note Trustee and notified to Noteholders
(in each case a "Relevant Screen"), publication in the newspapers set out
above or such other newspaper or newspapers shall not be required with respect
to such information, provided however, that in the case that any Notes are
listed on the Official List of the UK Listing Authority and admitted to
trading by the London Stock Exchange,



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notices of Noteholder Meetings shall continue to be published as set forth
above. Any such notice shall be deemed to have been given on the date of such
publication or, if published more than once or on different dates, on the
first date on which publication shall have been made in the newspaper or
newspapers in which (or on the Relevant Screen on which) publication is
required.

(B)   Note Trustee's Discretion to Select Alternative Method

      The Note Trustee shall be at liberty to sanction some other method of
giving notice to the Noteholders or any class or category of them if, in its
opinion, such other method is reasonable having regard to market practice then
prevailing and to the requirements of the stock exchanges on which the Notes
are then listed and provided that notice of such other method is given to the
Noteholders in such manner as the Note Trustee shall require.

15.   Governing Law and Jurisdiction

      The Transaction Documents (other than the Current Issuer Underwriting
Agreement) and the Notes are governed by, and shall be construed in accordance
with, English law, except for those provisions in which security is taken over
property situated in Jersey, to which Jersey law shall apply. The courts of
England are to have non-exclusive jurisdiction to settle any disputes which
may arise out of or in connection with the Notes and the Transaction Documents
(other than the Current Issuer Underwriting Agreement). The Current Issuer and
the other parties to the Transaction Documents (other than the Current Issuer
Underwriting Agreement) irrevocably submit to the non-exclusive jurisdiction
of the courts of England.

16.   Contracts (Rights of Third Parties) Act 1999

      No person shall have any right to enforce any term or condition of the
Notes under the Contracts (Rights of Third Parties) Act 1999, but this shall
not affect any right or remedy of a third party which exists or is available
apart from that Act.

17.   Definitions

      Unless otherwise defined in these Conditions or unless the context
otherwise requires, in these Conditions the following words shall have the
following meanings and any other capitalised terms used in these Conditions
shall have the meanings ascribed to them or incorporated in the Current Issuer
Trust Deed or the Current Issuer Master Definitions Schedule. The provisions
of Clause 2 (Interpretation and Construction) of the Current Issuer Master
Definitions Schedule are incorporated into and shall apply to these
Conditions.

      For the purposes of these Conditions the following expressions shall
have the following meanings:

      "Additional Interest" has the meaning indicated in Condition 4(B);

      "Agents" means the Paying Agents, the Transfer Agent, the Registrar and
the Agent Bank;

      "Agent Bank" means Citibank, N.A. in its capacity as agent bank at its
Specified Office or such other person for the time being acting as agent bank
under the Current Issuer Paying Agent and Agent Bank Agreement;

      "Asset Trigger Event" means the event that occurs when there is a
positive balance on the Class A Principal Deficiency Sub-Ledger in respect of
any Issuer;

      "Authorised Holding" means, in respect of the US Global Note
Certificates, $1,000 and integral multiples in excess thereof, and in respect
of the Reg S Global Note Certificates, (euro)1,000 and integral multiples in
excess thereof (in respect of the Euro Notes) and (pound)1,000 and integral
multiples in excess thereof (in respect of the Sterling Notes);



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<PAGE>

      "Authorised Investments" means (i) Sterling gilt-edged investments and
(ii) Sterling demand or time deposits, certificates of deposit and short-term
debt obligations (including commercial paper) (which may include deposits in
any account which earns a rate of interest related to LIBOR) provided that in
all cases such investments have a maturity date of 90 days or less and mature
on or before the next following Payment Date and the short-term unsecured,
unguaranteed and unsubordinated debt obligations of the issuing or
guaranteeing entity or entity with which the demand or time deposits are made
(being an authorised institution under the Financial Services and Markets Act
2000) are rated at least equal to A-1+ by Standard & Poor's, F1+ by Fitch and
P-1 by Moody's or which are otherwise acceptable to the Rating Agencies (if
they are notified in advance) to maintain the then-current ratings of the
Notes;

      "Basic Terms Modification" has the meaning indicated in Condition 11(A);

      "Business Day" means a day which is a New York Business Day, a London
Business Day and a TARGET Business Day;

      "Cash Management Agreement" means the cash management agreement dated
the Initial Closing Date, among the Cash Manager, the Mortgages Trustee,
Funding and the Security Trustee, as described further in "Cash management for
the mortgages trustee and Funding" in the Prospectus;

      "Cash Manager" means Northern Rock or such other person or persons for
the time being acting, under the cash management agreement, as agent for the
Mortgages Trustee, Funding and (following enforcement of the Funding security)
the Security Trustee for the purposes of, inter alia, managing all cash
transactions and maintaining certain ledgers on behalf of the Mortgages
Trustee, Funding and (following enforcement of the Funding security) the
Security Trustee;

      "Class" or "class" means, in relation to the Notes or the Noteholders, a
class of any of the Series 1 Notes, the Series 2 Notes or the Series 3 Notes,
as the context requires;

      "Class A Note Enforcement Notice" has the meaning indicated in Condition
9(A);

      "Class A Noteholders" means the Holders of the Class A Notes;

      "Class A Notes" means the Series 1 Class A1 Notes, the Series 1 Class A2
Notes, the Series 1 Class A3 Notes, the Series 2 Class A Notes and the Series
3 Class A Notes;

      "Class B Note Enforcement Notice" has the meaning indicated in Condition
9(B);

      "Class B Noteholders" means the Holders of the Class B Notes;

      "Class B Notes" means the Series 1 Class B Notes and the Series 2 Class
B Notes;

      "Class C Note Enforcement Notice" has the meaning indicated in Condition
9(D);

      "Class C Noteholders" means the Holders of the Class C Notes;

      "Class C Notes" means the Series 1 Class C Notes, the Series 2 Class C1
Notes, the Series 2 Class C2 Notes and the Series 3 Class C Notes;

      "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

      "Closing Date" means on or about 21 May 2003;

      "Commercial Business Day" has the meaning indicated in Condition 1(D);



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<PAGE>

      "Controlled Amortisation Amount" means on any Payment Date before the
occurrence of a Trigger Event for any Note or class of Notes issued by the
Current Issuer which is a Controlled Amortisation Note or class of such Notes,
the maximum aggregate principal amount which may be repaid by the Current
Issuer to the relevant Noteholder or Noteholders of such class on that Payment
Date in accordance with the Conditions and the Current Issuer Cash Management
Agreement;

      "Controlled Amortisation Note" means any Note where, before the
occurrence of a Trigger Event or the enforcement of the Current Issuer
Security, the conditions of such Note impose a limit on the amount of
principal which may be repaid by the Current Issuer to the relevant Noteholder
for that Note on any Payment Date. All of the Notes issued by the Current
Issuer are Controlled Amortisation Notes;

      "Current Issuer" means Granite Mortgages 03-2 plc;

      "Current Issuer Account Bank" means Citibank, N.A., situated at 5
Carmelite Street, London EC4Y OPA. Citibank, N.A. or such other person for the
time being acting as account bank to the Current Issuer under the Current
Issuer Bank Account Agreement;

      "Current Issuer Available Principal Receipts" means:

      (a)    prior to enforcement of the Current Issuer Security, for the
             Current Issuer in respect of any Payment Date the sum calculated
             by the Current Issuer Cash Manager on the Distribution Date
             immediately preceding such Payment Date equal to the sum of:

             (i)    all principal amounts repaid by Funding to the Current
                    Issuer under the Current Issuer Intercompany Loan during
                    the period from (but excluding) the immediately preceding
                    Payment Date to (and including) that Payment Date; and

             (ii)   all Current Issuer Available Revenue Receipts which are to
                    be used on that Payment Date to credit any Current Issuer
                    Principal Deficiency Ledger for any class of Notes issued
                    by the Current Issuer;

      less

             (iii)  the aggregate amount of all Current Issuer Available
                    Principal Receipts to be applied on the relevant Payment
                    Date to pay items (A) through (E), (G), (I) and/or (K) of
                    the Current Issuer Pre-Enforcement Revenue Priority of
                    Payments; and

      (b)    following enforcement of the Current Issuer Security, for the
             Current Issuer in respect of any Payment Date the sum calculated
             by or on behalf of the Note Trustee on the Distribution Date
             immediately preceding such Payment Date as the amount to be
             repaid by Funding to the Current Issuer under the Current Issuer
             Intercompany Loan during the relevant Interest Period and/or the
             sum otherwise recovered by the Note Trustee (or the receiver
             appointed on its behalf) representing the Principal Amount
             Outstanding of the Notes;

      "Current Issuer Available Revenue Receipts" means on any Payment Date
the sum of:

      (a)    interest, fees and any other amount (excluding principal) paid by
             Funding on the relevant Payment Date under the terms of the
             Current Issuer Intercompany Loan Agreement;



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<PAGE>

      (b)    amounts received by the Current Issuer under or in accordance
             with the Current Issuer Basis Rate Swap Agreement (excluding Swap
             Collateral Excluded Amounts) and any early termination amounts
             (other than such early termination amounts applied or to be
             applied by the Current Issuer in the purchase of one or more
             replacement hedge transactions) received by the Current Issuer
             under the Current Issuer Swap Agreements;

      (c)    interest payable on the Current Issuer Bank Accounts and any
             income from Authorised Investments made with funds standing to
             the credit of the Current Issuer Bank Accounts in each case which
             has been or will be received on or before the relevant Payment
             Date; and

      (d)    (only to the extent required after the Current Issuer Cash
             Manager has made the relevant calculations set out in the Current
             Issuer Cash Management Agreement) the amount of Current Issuer
             Available Principal Receipts (if any) which are to be applied on
             the relevant Payment Date to pay items (A) through (E), (G), (I)
             and/ or (K) of the Current Issuer Pre-Enforcement Revenue
             Priority of Payments;

      "Current Issuer Bank Accounts" means the Current Issuer Transaction
Accounts and also includes any additional or replacement bank account opened
in the name of the Current Issuer from time to time with the prior written
consent of the Note Trustee and the Rating Agencies;

      "Current Issuer Bank Account Agreement" means the bank account agreement
entered into on or about the Closing Date between the Current Issuer, the
Current Issuer Cash Manager, the Current Issuer Account Bank and the Note
Trustee;

      "Current Issuer Basis Rate Swap Agreement" means the ISDA master
agreement, schedule and confirmation thereto entered into on or about the
Closing Date and any credit support annex entered into at any time between the
Current Issuer, the Current Issuer Basis Rate Swap Provider and the Note
Trustee, and includes any additional and/or replacement Current Issuer Basis
Rate Swap Agreement entered into by the Current Issuer from time to time in
connection with the Notes;

      "Current Issuer Basis Rate Swap Provider" means Northern Rock plc or
such other basis rate swap provider appointed from time to time in accordance
with the terms of the Transaction Documents;

      "Current Issuer Cash Management Agreement" means the cash management
agreement entered into on or about the Closing Date among the Current Issuer
Cash Manager, the Current Issuer and the Note Trustee;

      "Current Issuer Corporate Services Agreement" means the corporate
services agreement entered into on or before the Closing Date between, among
others, the Current Issuer Corporate Services Provider, Holdings, the Post
Enforcement Call Option Holder and the Current Issuer, for the provision by
the Current Issuer Corporate Services Provider of certain corporate services;

      "Current Issuer Corporate Services Provider" means Law Debenture
Corporate Services Limited or such other person for the time being acting as
corporate services provider to the Current Issuer under the Current lssuer
Corporate Services Agreement;

      "Current Issuer Deed of Charge" means the deed of charge entered into on
or about the Closing Date between, among others, the Current Issuer and the
Note Trustee, under which the Current Issuer creates the Current Issuer
Security in favour of the Current Issuer Secured Creditors;



                                     134
<PAGE>

      "Current Issuer Dollar Currency Swap Guarantor" means American
International Group, Inc.

      "Current Issuer Dollar Currency Swap Agreements" means the ISDA master
agreements, schedules and confirmations relating to the dollar currency swaps
entered into on the Closing Date and any credit support annexes or other
credit support documents entered into at any time among the Current Issuer,
the Current Issuer Dollar Currency Swap Provider, the Current Issuer Dollar
Currency Swap Guarantor and the Note Trustee and/or any credit support
provider and includes any additional and/or replacement Current Issuer Dollar
Currency Swap Agreement entered into by the Current Issuer from time to time
in connection with the Dollar Notes;

      "Current Issuer Dollar Currency Swap Provider" means Banque AIG or, as
applicable, such other dollar currency swap provider appointed from time to
time in relation to the Dollar Notes (or any class of them, as the context
shall require), in accordance with the terms of the Transaction Documents;

      "Current Issuer Dollar Currency Swap Rate" means the rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars pursuant to, as applicable, to any Current Issuer Dollar
Currency Swap Agreement, or, if there is no relevant Current Issuer Dollar
Currency Swap Agreement in effect at such time, the "spot" rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars, on the foreign exchange markets;

      "Current Issuer Euro Currency Swap Agreements" means the ISDA master
agreements, schedules and confirmations relating to the euro currency swaps
entered into on the Closing Date and any credit support annexes or other
credit support documents entered into at any time among the Current Issuer,
the Current Issuer Euro Currency Swap Provider and the Note Trustee and/or any
credit support provider and includes any additional and/or replacement Current
Issuer Euro Currency Swap Agreement entered into by the Current Issuer from
time to time in connection with the Euro Notes;

      "Current Issuer Euro Currency Swap Provider" means ABN AMRO Bank N.V.
or, as applicable, such other euro currency swap provider appointed from time
to time in relation to the Euro Notes (or any class of them, as the context
shall require), in accordance with the terms of the Transaction Documents;

      "Current Issuer Euro Currency Swap Rate" means the rate at which Euro
are converted to Sterling or, as the case may be, Sterling is converted to
Euro pursuant to, as applicable, to any Current Issuer Euro Currency Swap
Agreement, or, if there is no relevant Current Issuer Euro Currency Swap
Agreement in effect at such time, the "spot" rate at which Euro are converted
to Sterling or, as the case may be, Sterling is converted to Euro, on the
foreign exchange markets;

      "Current Issuer Intercompany Loan" means the loan made by the Current
Issuer to Funding on the Closing Date under the Current Issuer Intercompany
Loan Agreement;

      "Current Issuer Intercompany Loan Agreement" means the intercompany loan
agreement entered into on or about the Closing Date between, among others,
Funding, the Current Issuer and the Security Trustee;

      "Current Issuer Interest Rate Swap Agreement" means the ISDA master
agreements, schedules and confirmations relating to the interest rate swaps
entered into on the Closing Date and any credit support annexes or other
credit support documents entered into at any time among the Current Issuer,
the Current Issuer Interest Rate Swap Provider and the Note Trustee and/or any
credit support provider and includes any additional and/or replacement Current
Issuer



                                     135
<PAGE>

Interest Rate Swap Agreement entered into by the Current Issuer from time to
time in connection with the Series 3 Class A Notes;

      "Current Issuer Interest Rate Swap Provider" means CDC IXIS Capital
Markets or, as applicable, such other interest rate swap provider appointed
from time to time in relation to the Series 3 Class A Notes, in accordance
with the terms of the Transaction Documents;

      "Current Issuer Master Definitions Schedule" means the master
definitions schedule in connection with the Current Issuer dated on or about
the Closing Date setting out, among other things, definitions which apply to
certain Transaction Documents;

      "Current Issuer Paying Agent and Agent Bank Agreement" means the paying
agent and agent bank agreement entered into on or about the Closing Date
between the Current Issuer, the Principal Paying Agent, the Paying Agents, the
Transfer Agent, the Registrar, the Agent Bank and the Note Trustee;

      "Current Issuer Post Enforcement Call Option Agreement" means the post
enforcement call option agreement entered into on or about the Closing Date
between the Current Issuer, the Post Enforcement Call Option Holder and the
Note Trustee;

      "Current Issuer Post-Enforcement Priority of Payments" means the
provisions and the order of priority of payments in which all Current Issuer
Available Revenue Receipts, Current Issuer Available Principal Receipts and
all other monies, income, receipts and recoveries received by or on behalf of
the Current Issuer or the Note Trustee or any receiver of the Current Issuer
and the proceeds of enforcement of the Current Issuer Security are to be
applied following an enforcement of the Current Issuer Security as set out in
a schedule to the Current Issuer Deed of Charge, as the same may be amended,
varied or superseded from time to time in accordance with the terms of the
Current Issuer Deed of Charge;

      "Current Issuer Pre-Enforcement Principal Priority of Payments" means
the provisions and the order of priority of payments in which the Current
Issuer Available Principal Receipts will be applied until enforcement of the
Current Issuer Security as set out in a schedule to the Current Issuer Cash
Management Agreement;

      "Current Issuer Pre-Enforcement Revenue Priority of Payments" means the
provisions and the order of priority of payments in which the Current Issuer
Available Revenue Receipts will be applied until enforcement of the Current
Issuer Security and as set out in a schedule to the Current Issuer Cash
Management Agreement;

      "Current Issuer Priority of Payments" means the relevant Current Issuer
Pre-Enforcement Revenue Priority of Payments, the Current Issuer
Pre-Enforcement Principal Priority of Payments and the Current Issuer
Post-Enforcement Priority of Payments;

      "Current Issuer Reserve Fund" means the reserve fund established in the
name of Funding in respect of the Current Issuer on the Closing Date in an
amount up to (pound)17,500,000;

      "Current Issuer Secured Creditors" means the Note Trustee (and any
receiver appointed under the Current Issuer Deed of Charge), the Swap
Providers, the Current Issuer Corporate Services Provider, the Current Issuer
Account Bank, the Current Issuer Cash Manager, the Paying Agents, the Agent
Bank, the Transfer Agent, the Registrar and the Noteholders;

      "Current Issuer Security" means the security created by the Current
Issuer pursuant to the Current Issuer Deed of Charge;

      "Current Issuer Subscription Agreement" means the subscription agreement
relating to the sale of the Series 2 Class A Notes, the Series 2 Class B
Notes, the Series 2 Class M



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<PAGE>

Notes, the Series 2 Class C2 Notes and the Series 3 Class A Notes, entered
into on or about 16 May 2003, between, among others, the Current Issuer,
Funding, the Mortgages Trustee, Lehman Brothers International (Europe) and
Merrill Lynch International;

      "Current Issuer Swap Agreements" means the Current Issuer Dollar
Currency Swap Agreements, the Current Issuer Euro Currency Swap Agreements,
the Current Issuer Interest Rate Swap Agreement and the Current Issuer Basis
Rate Swap Agreement;

      "Current Issuer Transaction Accounts" means the day to day bank accounts
of the Current Issuer, held with the Current Issuer Account Bank and
comprising the Current Issuer dollar account, the Current Issuer sterling
account and the Current Issuer euro account as at the Closing Date or that may
be opened, with the prior approval of the Note Trustee, after the Closing
Date;

      "Current Issuer Trust Deed" means the trust deed entered into on or
about the Closing Date between the Current Issuer and the Note Trustee, among
other things, constituting the Notes;

      "Current Issuer Underwriting Agreement" means the underwriting agreement
relating to the sale of the Series 1 Notes, the Series 2 Class C1 Notes and
the Series 3 Class C Notes, entered into on or about 16 May 2003 between,
among others, the Current Issuer, Funding, the Mortgages Trustee, Lehman
Brothers Inc. and Merrill Lynch, Pierce, Fenner Smith Incorporated. The
governing law and jurisdiction of the Current Issuer Underwriting Agreement is
the State of New York;

      "Current Seller Share" means the amount of trust property beneficially
owned by the Seller from time to time;

      "Deferred Interest" has the meaning indicated in Condition 4(B);

      "Distribution Date" means the London Business Day determined by the Cash
Manager falling no later than 6 business days after each Trust Determination
Date;

      "Dollar Interest Determination Date" means in relation to the Dollar
Notes and any Interest Period for which the applicable Rate of Interest shall
apply, two London Business Days before the first day of such Interest Period;

      "Dollar Notes" means the Series 1 Notes;

      "Dollars", "US$", "US Dollars" or "$" means the lawful currency for the
time being of the United States of America;

      "Euro", "euro" or "(euro)" means the currency of the Member States of
the European Union that adopt the single currency in accordance with the
Treaty of Rome of 25 March 1957, establishing the European Community, as
amended from time to time;

      "Euro Interest Determination Date" for the Euro Notes and any Interest
Period for which the applicable Rate of Interest shall apply means two TARGET
Business Days before the first day of such Interest Period;

      "Euro Notes" means the Series 2 Notes;

      "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;

      "Eurozone" means the region comprised of the member states of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from
time to time;



                                     137
<PAGE>

      "Extraordinary Resolution" means (a) a resolution passed at a meeting of
the Noteholders of a particular class duly convened and held in accordance
with the provisions of the Current Issuer Trust Deed by a majority consisting
of not less than three-fourths of the persons voting thereat upon a show of
hands or if a poll is duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll or (b) a resolution in writing
signed by or on behalf of all the Noteholders of a particular class, which
resolution in writing may be contained in one document or in several documents
in like form each signed by or on behalf of one or more of the Noteholders;

      "Final Maturity Date" means:

      (i)    in respect of the Series 1 Class A1 Notes, the Payment Date
             falling in July 2017;

      (ii)   in respect of the Series 1 Class A2 Notes, the Payment Date
             falling in July 2020;

      (iii)  in respect of the Series 1 Class A3 Notes, the Payment Date
             falling in July 2043;

      (iv)   in respect of the Series 1 Class B Notes, the Payment Date
             falling in July 2043;

      (v)    in respect of the Series 1 Class C Notes, the Payment Date
             falling in July 2043

      (vi)   in respect of the Series 2 Class A Notes, the Payment Date
             falling in July 2043;

      (vii)  in respect of the Series 2 Class B Notes, the Payment Date
             falling in July 2043;

      (viii) in respect of the Series 2 Class M Notes, the Payment Date
             falling in July 2043;

      (ix)   in respect of the Series 2 Class C1 Notes, the Payment Date
             falling in July 2043;

      (x)    in respect of the Series 2 Class C2 Notes, the Payment Date
             falling in July 2043;

      (xi)   in respect of the Series 3 Class A Notes, the Payment Date
             falling in July 2043; and

      (xii)  in respect of the Series 3 Class C Notes, the Payment Date
             falling in July 2043;

      "Funding" means Granite Finance Funding Limited;

      "Funding Deed of Charge" means the deed of charge dated the Initial
Closing Date between, among others, Funding, the Security Trustee, the First
Issuer and the Note Trustee and each deed of accession entered into in
connection therewith;

      "Funding Security" means the mortgages, charges, assignments, pledges
and other security created by Funding under or pursuant to the Funding Deed of
Charge in favour of the Security Trustee for the benefit of the secured
creditors of Funding as described under the Funding Deed of Charge;

      "Global Note Certificates" means the US Global Note Certificates and the
Reg S Global Note Certificates;

      "Holder" has the meaning indicated in Condition 1(B);

      "Individual Note Certificates" means the note certificates representing
the Notes while in definitive form;

      "Initial Relevant Screen Rate" means:



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<PAGE>

      (i)    in respect of the Dollar Notes, the linear interpolation of the
             arithmetic mean of the offered quotations to leading banks for
             one month Dollar deposits and the arithmetic mean of the offered
             quotations to leading banks for two month Dollar deposits
             (rounded upwards, if necessary, to five decimal places),
             displayed on the Dow-Jones Telerate Monitor at Telerate Page No.
             3750;

      (ii)   in respect of the Euro Notes (other than the Series 2 Class C1
             Notes), the linear interpolation of the arithmetic mean of the
             offered quotations to leading banks for one month Euro deposits
             and the arithmetic mean of the offered quotations to leading
             banks for two month Euro deposits (rounded upwards, if necessary,
             to five decimal places), displayed on the Dow-Jones Telerate
             Monitor at Telerate Page No. 248; or

      (iii)  in respect of the Sterling Notes (other than the Series 3 Class A
             Notes), the linear interpolation of the arithmetic mean of the
             offered quotations to leading banks for one month Sterling
             deposits and the arithmetic mean of the offered quotations to
             leading banks for two month Sterling deposits (rounded upwards,
             if necessary, to five decimal places), displayed on the Dow-Jones
             Telerate Monitor at Telerate Page No. 3750;

      "Interest Amount" has the meaning indicated in Condition 4(D)(ii);

      "Interest Determination Date" means (a) in respect of each Class of
Dollar Notes, the Dollar Interest Determination Date, (b) in respect of each
Class of Euro Notes, the Euro Interest Determination Date, and (c) in respect
of each Class of Sterling Notes, the Sterling Interest Determination Date;

      "Interest Period" means, in relation to each of the Notes and any
Payment Date, the period from (and including) the immediately preceding
Payment Date for such Note (or in respect of the first lnterest Period, the
Closing Date) to (but excluding) the next following (or first) Payment Date
for such Note except that so long as the Series 2 Class C1 Notes and the
Series 3 Class A Notes accrue a fixed rate of interest, no adjustment to any
Payment Date (or as applicable the date on which any period for which interest
accrues at a fixed rate ends) shall be made for non Business Days in
determining the relevant Interest Period;

      "London Business Day" means a day (other than a Saturday or Sunday or
public holiday) on which banks are generally open for business in London;

      "London Stock Exchange" means the London Stock Exchange plc;

      "Minimum Seller Share" means an amount included in the Seller Share
which is calculated in accordance with the Mortgages Trust Deed and which, as
at the Closing Date, will be approximately (pound)330,000,000.

      "Mortgages Trust" means the trust of the trust property held by the
Mortgages Trustee under the Mortgages Trust Deed;

      "New York Business Day" means a day (other than a Saturday or a Sunday)
on which banks are generally open in the city of New York;

      "Non-Asset Trigger Event" means any of the following events: (a) an
Insolvency Event occurs in relation to the Seller, or (b) the role of the
Seller as Administrator under the Administration Agreement is terminated and a
new Administrator is not appointed within 60 days, or (c) on the Distribution
Date immediately succeeding a Seller Share Event Distribution Date, the
Current Seller Share is equal to or less than the Minimum Seller Share;

      "Note Certificates" means any Global Note Certificates or Individual
Note Certificates;



                                     139
<PAGE>

      "Note Determination Date" means the Distribution Date immediately
preceding each Payment Date;

      "Note Enforcement Notice" means any or all of a Class A Note Enforcement
Notice, a Class B Note Enforcement Notice, a Series 2 Class M Note Enforcement
Notice and a Class C Note Enforcement Notice;

      "Note Interest Amount" has the meaning indicated in Condition 4(D)(ii);

      "Note Principal Payment" has the meaning indicated in Condition 5(C);

      "Note Trustee" means The Bank of New York and its successors or any
further or other note trustee under the Current Issuer Trust Deed, as trustee
for the Noteholders, and/or the Current Issuer Deed of Charge;

      "Noteholders" means the Holders for the time being of the Notes;

      "Notes" means the Class A Notes, the Class B Notes, the Series 2 Class M
Notes and the Class C Notes;

      "Paying Agents" means the Principal Paying Agent and the US Paying Agent,
together with any further or other paying agents for the time being appointed
under the Current Issuer Paying Agent and Agent Bank Agreement;

      "Payment Business Day" means a day which is (i) a New York Business Day,
(ii) a London Business Day and (iii) a TARGET Business Day and, in the case of
surrender (or, in the case of part payment only, endorsement) of a Note
Certificate under Condition 6(E), means any day on which banks are open for
business in the place in which such Note Certificate is surrendered (or, as
the case may be, endorsed);

      "Pool Factor" has the meaning indicated in Condition 5(C);

      "Post Enforcement Call Option Holder" means GPCH Limited;

      "Principal Amount Outstanding" has the meaning indicated in Condition
5(C);

      "Principal Paying Agent" means Citibank, N.A. in its capacity as
principal paying agent at its Specified Office or such other person for the
time being acting as principal paying agent under the Current Issuer Paying
Agent and Agent Bank Agreement;

      "Quotation Deposits" means (a) in respect of each Class of Dollar Notes,
Dollar deposits of $10,000,000, (b) in respect of each Class of Euro Notes,
Euro deposits of (euro)10,000,000, and (c) in respect of each Class of
Sterling Notes, Sterling deposits of (pound)10,000,000;

      "Quotation Market" means (a) in respect of each Class of Euro Notes, the
Eurozone inter-bank market, and (b) in respect of each other Class of Notes,
the London inter-bank market;

      "Quotation Period" means (a) on the initial Interest Determination Date
relating to a Class of Notes, three months and four months, and (b) on each
other Interest Determination Date relating to such Class, three months;

      "Quotation Time" means (a) in respect of each Class of Euro Notes, 11.00
a.m. Brussels time on the relevant Interest Determination Date relating to
such Class, and (b) in respect of each other Class of Notes, 11.00 a.m. London
time on the relevant Interest Determination Date relating to such Class;



                                     140
<PAGE>

      "Rate of Interest" and "Rates of Interest" have the meanings indicated
in Condition 4(C);

      "Rating Agencies" means Standard & Poor's Ratings Services, a division
of the McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;

      "Reference Banks" means the principal London offices of Citibank, N.A.,
ABN AMRO Bank N.V., Barclays Bank plc and JPMorgan Chase Bank and their
successors and/or such other bank as may be appointed pursuant to Condition
4(H);

      "Reg 5" means Regulation S under the United States Securities Act of
1933, as amended;

      "Reg S Global Note Certificates" means the note certificates
representing the Series 2 Class A Notes, the Series 2 Class B Notes, the
Series 2 Class M Notes, the Series 2 Class C2 Notes and the Series 3 Class A
Notes while in global form;

      "Register" means the register of Noteholders kept by the Registrar and
which records the identity of each Noteholder and the number of Notes that
each Noteholder owns;

      "Registrar" means Citibank, N.A. in its capacity as registrar at its
Specified Office or such other person for the time being acting as registrar
under the Current Issuer Paying Agent and Agent Bank Agreement;

      "Relevant Margin" means:

      (i)    in respect of the Series 1 Class A1 Notes, 0.08 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.16 per cent. per
             annum;

      (ii)   in respect of the Series 1 Class A2 Notes, 0.16 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.32 per cent. per
             annum;

      (iii)  in respect of the Series 1 Class A3 Notes, 0.25 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.50 per cent. per
             annum;

      (iv)   in respect of the Series 1 Class B Notes, 0.49 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.98 per cent. per
             annum;

      (v)    in respect of the Series 1 Class C Notes, 1 .55 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 2.55 per cent. per
             annum;

      (vi)   in respect of the Series 2 Class A Notes, 0.25 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.50 per cent. per
             annum;

      (vii)  in respect of the Series 2 Class B Notes, 0.49 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 0.98 per cent. per
             annum;

      (viii) in respect of the Series 2 Class M Notes, 0.75 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 1.50 per cent. per
             annum;



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      (ix)   in respect of the Series 2 Class C1 Notes, (i) if a Trigger Event
             occurs or the Current Issuer Security is enforced prior to the
             Payment Date in July 2010, 1.55 per cent. per annum from (and
             including) the date of the occurrence of a Trigger Event or the
             enforcement of the Current Issuer Security up to and including
             the Interest Period ending on the Payment Date in July 2010 and
             (ii) 2.55 per cent. per annum after the Interest Period ending on
             or immediately prior to the Payment Date in July 2010;

      (x)    in respect of the Series 2 Class C2 Notes, 1.55 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 2.55 per cent. per
             annum;

      (xi)   in respect of the Series 3 Class A Notes, 0.48 per cent. per
             annum after the Interest Period ending on or immediately prior to
             the Payment Date in July 2010; and

      (xii)  in respect of the Series 3 Class C Notes, 1.55 per cent. per
             annum up to and including the Interest Period ending on the
             Payment Date in July 2010 and thereafter 2.55 per cent. per
             annum;

      "Relevant Screen Rate" means

      (i)    in respect of the first Interest Period, the Initial Relevant
             Screen Rate; and

             (1)    in respect of subsequent Interest Periods in respect of
                    the Dollar Notes, the arithmetic mean of the offered
                    quotations to leading banks for three month Dollar
                    deposits in the London inter-bank market displayed on the
                    Dow- Jones/Telerate Monitor at Telerate Page No. 3750;

             (2)    in respect of subsequent Interest Periods in respect of
                    the Series 2 Class C1 Notes from (and including) the
                    earlier to occur of (a) the Payment Date in July 2010 (b)
                    the occurrence of a Trigger Event and (c) the enforcement
                    of the Current Issuer Security and in respect of the
                    Series 2 Class A Notes, the Series 2 Class B Notes and the
                    Series 2 Class C2 Notes, the arithmetic mean of offered
                    quotations for three month Euro deposits in the Eurozone
                    inter-bank market displayed on the Dow-Jones/Telerate
                    Monitor at Telerate Page No. 248; and

             (3)    in respect of subsequent Interest Periods in respect of
                    the Series 3 Class A Notes from (and including) the
                    Payment Date in July 2010, the arithmetic mean of offered
                    quotations for three month Sterling deposits in the London
                    inter-bank market displayed on the Dow-Jones/Telerate
                    Monitor at Telerate Page No. 3750;

      in each case, displayed on the above-mentioned page of the
Dow-Jones/Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the Current
Issuer (with the approval of the Note Trustee, in its sole discretion)
(rounded upwards, if necessary, to five decimal places);

      "Security Interest" means any mortgage or sub-mortgage, standard
security, charge or sub-charge (whether legal or equitable), encumbrance,
pledge, lien, hypothecation, assignment by way of security or other security
interest or title retention arrangement and any agreement, trust or
arrangement having substantially the same economic or financial effect as any
of the foregoing (other than a lien arising in the ordinary course of business
or by operation of law);



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      "Security Trustee" means The Bank of New York and its successors or any
other security trustee under the Funding Deed of Charge;

      "Seller Share" means the Current Seller Share of the trust property
calculated as set forth in the Mortgages Trust Deed;

      "Seller Share Event" means an event that will occur if, on a
Distribution Date (i) the Cash Manager calculates the Current Seller Share for
such Distribution Date in the manner described in the Mortgages Trust Deed;
(ii) the result of such calculation would be that the Current Seller Share for
such Distribution Date would be equal to or less than the Minimum Seller Share
for such Distribution Date; and (iii) a Seller Share Event has not occurred on
the immediately preceding Distribution Date.

      "Seller Share Event Distribution Date" means a Distribution Date on
which a Seller Share Event occurs;

      "Series" or "series" means, in relation to the Notes, the Series 1
Notes, the Series 2 Notes or the Series 3 Notes, as the context requires;

      "Series 1 Class A Notes" means the Series 1 Class A1 Notes, the Series 1
Class A2 Notes and the Series 1 Class A3 Notes;

      "Series 1 Class A1 Notes" means the $1,245,000,000 Series 1 Class A1
floating rate notes due July 2017;

      "Series 1 Class A2 Notes" means the $1,006,000,000 Series 1 Class A2
floating rate notes due July 2020;

      "Series 1 Class A3 Notes" means the $500,000,000 Series 1 Class A3
floating rate notes due July 2043;

      "Series 1 Class B Notes" means the $76,500,000 Series 1 Class B floating
rate notes due July 2043;

      "Series 1 Class C Notes" means the $10,500,000 Series I Class C floating
rate notes due July 2043;

      "Series 1 Notes" means collectively the Series 1 Class A Notes, the
Series 1 Class B Notes and the Series 1 Class C Notes;

      "Series 2 Class A Notes" means the (euro)300,000,000 Series 2 Class A
floating rate notes due July 2043;

      "Series 2 Class B Notes" means the (euro)72,900,000 Series 2 Class B
floating rate notes due July 2043;

      "Series 2 Class C Notes" means the Series 2 Class C1 Notes and the
Series 2 Class C2 Notes;

      "Series 2 Class C1 Notes" means the (euro)16,000,000 Series 2 Class C1
fixed rate notes due July 2043;

      "Series 2 Class C2 Notes" means the (euro)65,500,000 Series 2 Class C2
floating rate notes due July 2043;

      "Series 2 Class M Notes" means the (euro)52,300,000 Series 2 Class M
floating rate notes due July 2043;



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<PAGE>

      "Series 2 Class M Note Enforcement Notice" has the meaning indicated in
Condition 9(C);

      "Series 2 Class M Noteholders" means the Holders of the Series 2 Class M
Notes;

      "Series 2 Notes" means collectively the Series 2 Class A Notes, the
Series 2 Class B Notes, the Series 2 Class M Notes, the Series 2 Class C1
Notes and the Series 2 Class C2 Notes;

      "Series 3 Class A Notes" means the (pound)352,280,000 Series 3 Class A
fixed rate notes due July 2043;

      "Series 3 Class C Notes" means the (pound)15,000,000 Series 3 Class C
floating rate notes due July 2043;

      "Series 3 Notes" means collectively the Series 3 Class A Notes and the
Series 3 Class C Notes;

      "Specified Date" has the meaning indicated in Condition 11(F);

      "Specified Office" means, the context may require, in relation to any of
the Agents, the office specified against the name of such Agent in the Current
Issuer Paying Agent and Agent Bank Agreement or such other specified notice as
may be notified to the Current Issuer and the Note Trustee pursuant to the
Current Issuer Paying Agent and Agency Bank Agreement;

      "Sterling", "Pounds Sterling" or `t" means the lawful currency for the
time being of the United Kingdom of Great Britain and Northern Ireland;

      "Sterling Notes" means the Series 3 Notes;

      "Sterling Interest Determination Date" for the Sterling Notes and any
Interest Period for which the applicable Rate of Interest shall apply means
the first day of such Interest Period;

      "Swap Collateral" means any asset (including, without limitation, cash
and/or securities) paid or transferred to the Current Issuer by a Swap
Provider in accordance with the terms of the relevant Current Issuer Swap
Agreement as collateral to secure the performance of that Swap Provider's
obligations under the relevant Current Issuer Swap Agreement together with any
income or distributions received in respect of such asset and any equivalent
of or replacement of such asset into which such asset is transformed;

      "Swap Collateral Accounts" means the Swap Collateral Cash Account and
the Swap Collateral Securities Account;

      "Swap Collateral Ancilliary Document" means any document (including,
without limitation, any custodial agreement or bank account agreement but
excluding the Current Issuer Swap Agreements, the Current Issuer Cash
Management Agreement and the Current Issuer Deed of Charge) as may be entered
into by the Current Issuer from time to time in connection with the Swap
Collateral;

      "Swap Collateral Available Principal Amount" means, at any time, the
amount of Swap Collateral which under the terms of the relevant Current Issuer
Swap Agreement may be applied at that time in satisfaction of the relevant
Swap Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Principal Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;



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<PAGE>

      "Swap Collateral Available Revenue Amount" means, at any time, the
amount of Swap Collateral which under the terms of the relevant Current Issuer
Swap Agreement may be applied at that time in satisfaction of the relevant
Swap Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Revenue Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;

      "Swap Collateral Cash Account" means an account opened in the name of
the Current Issuer for the purpose of holding Swap Collateral in cash and
maintained in accordance with the terms of the Current Issuer Cash Management
Agreement;

      "Swap Collateral Securities Account" means a securities account opened
in the name of the Current Issuer for the purpose of holding Swap Collateral
in the form of securities and maintained in accordance with the terms of the
Current Issuer Cash Management Agreement;

      "Swap Providers" means each of the Current Issuer Basis Rate Swap
Provider, Current Issuer Interest Rate Swap Provider, the Current Issuer
Dollar Currency Swap Provider and the Current Issuer Euro Currency Swap
Provider, or any one of them as the context requires;

      "TARGET Business Day" means a day on which the Trans-European Automated
Real-time Gross settlement Express Transfer (TARGET) System is open;

      "Transaction Documents" means the Current Issuer Corporate Services
Agreement, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Current Issuer Bank Account Agreement, the Current Issuer Deed of
Charge, the Current Issuer Trust Deed, the Current Issuer Paying Agent and
Agent Bank Agreement, the Current Issuer Cash Management Agreement, the
Current Issuer Post-Enforcement Call Option Agreement, the Current Issuer
Dollar Currency Swap Agreement, the Current Issuer Euro Currency Swap
Agreement, the Current Issuer Basis Rate Swap Agreement, the Current Issuer
Interest Rate Swap Agreement, any Swap Collateral Ancilliary Document, the
Current Issuer Subscription Agreement, the Current Issuer Underwriting
Agreement, the Current Issuer Master Definitions Schedule the Funding (Granite
03-2) Guaranteed Investment Contract, the Mortgages Trustee Guaranteed
Investment Contract, the Funding Guaranteed Investment Contract and such other
related documents which are referred to in the terms of the above documents;

      "Transfer Agent" means Citibank, N.A. in its capacity as transfer agent
at its Specified Office or such other person for the time being acting as
transfer agent under the Current Issuer Paying Agent and Agent Bank Agreement;

      "Trigger Event" means an Asset Trigger Event or a Non-Asset Trigger
Event, as the case may be;

      "Trust Determination Date" means the first day (or, if not a London
Business Day, the next succeeding London Business Day) of each calendar month;

      "UK Listing Authority" means the United Kingdom Financial Services
Authority in its capacity as competent authority pursuant to Part VI of the
FSMA;

      "US Global Note Certificates" means the note certificates representing
the Series 1 Notes, the Series 2 Class C1 Notes and the Series 3 Class C Notes
while in global form; and

      "US Paying Agent" means Citibank, N.A., acting in its capacity as US
paying agent through its New York office or such other person for the time
being acting as US paying agent under the Current Issuer Paying Agent and
Agent Bank Agreement.



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<PAGE>

                                  SCHEDULE 4


                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1     (A)    DEFINITIONS

             As used in  this Schedule the following expressions shall have the
             following meanings unless the context otherwise requires:

             "BASIC TERMS  MODIFICATION"  means  any  of the following matters,
             namely:

             (i)   any  reduction  or cancellation of the  amount  payable  or,
                   where  applicable,   any  modification,  except  where  such
                   modification is in the  opinion of the Note Trustee bound to
                   result in an increase, of  the  method  of  calculating  the
                   amount  payable  or  any modification of the date of payment
                   or, where applicable,  of the method of calculating the date
                   of payment in respect of  any principal, premium or interest
                   in respect of the Current Issuer Notes;

             (ii)  any alteration in the priority in which payments are made to
                   Noteholders  pursuant  to any  Current  Issuer  Priority  of
                   Payments;

             (iii) any alteration of the currency  in  which payments under the
                   Current Issuer Notes are to be made;

             (iv)  any alteration of the quorum or majority required to pass an
                   Extraordinary Resolution in respect of  any such Basic Terms
                   Modification; and

             (v)   any alteration of this proviso or the proviso to paragraph 6
                   below;

             "BLOCK VOTING INSTRUCTION" shall mean, in relation to any Meeting,
             an English language document issued by the Registrar  and dated in
             which:

             (a)   it is certified that:

                   (i)   certain   specified  Current  Issuer  Notes  (each   a
                         "BLOCKED NOTE") have been blocked in an account with a
                         clearing system  and  will  not  be released until the
                         conclusion of the Meeting and that  the holder of each
                         Blocked Note or a duly authorised person on its behalf
                         has   instructed   the   Registrar   that  the   votes
                         attributable to such Blocked Note are  to be cast in a
                         particular  way on each resolution to be  put  to  the
                         Meeting; or

                   (ii)  each registered holder of such Current Issuer Notes or
                         a duly authorised  person on its behalf has instructed
                         the Registrar that the  vote(s)  attributable  to  the
                         Current  Issuer  Note  or Current Issuer Notes so held
                         (each  a  "RELEVANT  NOTE")   should   be  cast  in  a
                         particular  way  in  relation  to  the  resolution  or
                         resolutions to be put to such Meeting or any adjourned
                         such Meeting;



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<PAGE>

                   (iii) and  in  each  case  that, all such instructions  are,
                         during the period commencing  48  hours  prior  to the
                         time  for  which  such  Meeting  or any such adjourned
                         Meeting is convened and ending at  the  conclusion  or
                         adjournment  thereof, neither revocable nor capable of
                         amendment;

             (b)   the aggregate principal  amount  of  the  Blocked  Notes and
                   Relevant Notes so held are listed distinguishing with regard
                   to  each  such resolution between those in respect of  which
                   instructions  have  been  given  as aforesaid that the votes
                   attributable  thereto  should  be  cast  in  favour  of  the
                   resolution and those in respect of which  instructions  have
                   been so given that the votes attributable thereto should  be
                   cast against the resolution; and

             (c)   one  or  more  persons  named  in  such  document  is or are
                   authorised  and  instructed  by  such Registrar to cast  the
                   votes attributable to such Blocked  Note  and Relevant Notes
                   so listed in accordance with the instructions referred to in
                   (a) above as set out in such document;

             "CHAIRMAN" means, in relation to any Meeting, the  individual  who
             takes the chair in accordance with paragraph 4 (Chairman);

             "EXTRAORDINARY  RESOLUTION"  means  (a)  a  resolution passed at a
             Meeting duly convened and held in accordance  with  the provisions
             of  this  Schedule  4  by  a majority consisting of not less  than
             three-fourths of the persons  voting  thereat upon a show of hands
             or if a poll is duly demanded by a majority consisting of not less
             than  three-fourths  of  the votes cast on  such  poll  or  (b)  a
             resolution  in  writing  signed   by  or  on  behalf  of  all  the
             Noteholders  of  a  particular  class  which   resolution  may  be
             contained in one document or several documents in  like  form each
             signed by or on behalf of one or more of the Noteholders;

             "FORM  OF PROXY" means, in relation to any Meeting, a document  in
             the English  language  available  from  the  Registrar signed by a
             Noteholder  or, in the case of a corporation, executed  under  its
             seal or signed  on  its behalf by a duly authorised officer of the
             corporation and delivered to the Registrar not later than 48 hours
             before the time fixed  for  such  Meeting,  appointing one or more
             persons who is or are authorised and instructed to vote in respect
             of the Current Issuer Notes held by such Noteholder;

             "MEETING" shall mean a meeting of Noteholders  (whether originally
             convened or reviewed following an adjournment);

             "PROXY" means, in relation to any Meeting, a person  appointed  to
             vote  under  a  Block  Voting Instruction or a Form of Proxy other
             than:

             (a)   any such person whose  appointment  has  been revoked and in
                   relation to whom the Registrar has been notified  in writing
                   of such revocation by the time which is 48 hours before  the
                   time fixed for such Meeting; and



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<PAGE>

             (b)   any  such  person  appointed  to vote at a Meeting which has
                   been adjourned for want of a quorum and who has not been re-
                   appointed to vote at a Meeting when it is resumed;

             "CURRENT ISSUER NOTES" and "NOTEHOLDERS" shall mean:

             (a)   in connection with a Meeting of  Senior  Noteholders, Senior
                   Notes and Senior Noteholders, respectively;

             (b)   in  connection  with  a  Meeting  of Mezzanine  Noteholders,
                   Mezzanine Notes and Mezzanine Noteholders respectively;

             (c)   in  connection  with  a  Meeting  of  Series   2   Class   M
                   Noteholders,  Series  2  Class  M Notes and Series 2 Class M
                   Noteholders respectively; and

             (d)   in connection with a Meeting of Junior  Noteholders,  Junior
                   Notes and Junior Noteholders respectively;

             "WRITTEN RESOLUTION" means a resolution in writing signed by or on
             behalf  of all holders of a class of Current Issuer Notes who  for
             the time  being  are  entitled  to  receive notice of a Meeting in
             accordance with the provisions of this Schedule, whether contained
             in one document or several documents in the same form, each signed
             by or on behalf of one or more such holders  of the relevant class
             of Current Issuer Notes;

             "24 HOURS" means a period of 24 hours including  all  or part of a
             day upon which banks are open for business in both the place where
             the relevant Meeting is to be held and in each of the places where
             the  Paying Agents have their Specified Offices (disregarding  for
             this purpose  the  day  upon which such Meeting is to be held) and
             such period shall be extended  by  one  period  or,  to the extent
             necessary,  more  periods  of 24 hours until there is included  as
             aforesaid all or part of a day  upon  which  banks  are  open  for
             business in all of the places as aforesaid; and

             "48 HOURS" means 2 consecutive periods of 24 hours.

(B)   ISSUE OF BLOCK VOTING INSTRUCTIONS

      The holder of a Current Issuer Note may require the Registrar to issue  a
      Block  Voting  Instruction  by  arranging  (to  the  satisfaction  of the
      Registrar) for such Current Issuer Note to be blocked in an account  with
      a  clearing  system not later than 48 hours before the time fixed for the
      relevant Meeting.  The  holder  of  a Current Issuer Note may require the
      Registrar  to  issue  a Block Voting Instruction  by  delivering  to  the
      Registrar written instructions  not  later  than 48 hours before the time
      fixed for the relevant Meeting. Any holder of  a  Current Issuer Note may
      obtain an uncompleted and unexecuted Form of Proxy  from the Registrar. A
      Block  Voting  Instruction  and  a  Form  of Proxy cannot be  outstanding
      simultaneously in respect of the same Current Issuer Note.



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<PAGE>

(C)   REFERENCES TO BLOCKING/RELEASE OF CURRENT ISSUER NOTES

      Where Current Issuer Notes are represented by Global Note Certificates or
      are  held  in  individual  certificated form within  a  Clearing  System)
      references to blocking or release,  of  Current  Issuer  Notes  shall  be
      construed  in accordance with the usual practices (including blocking the
      relevant account) of the relevant Clearing System.

(D)   ISSUE OF FORMS OF PROXY

      (i)    A holder  of  Current  Issuer  Notes may obtain an uncompleted and
             unexecuted Form of Proxy from the Registrar.

      (ii)   Any holder of Current Issuer Notes  which  is a corporation may by
             resolution of its directors or other governing  body authorise any
             person  to  act  as  its  representative  (a "REPRESENTATIVE")  in
             connection with any Meeting.

      (iii)  Any  Proxy or Representative shall, so long  as  such  appointment
             remains  in  force,  be deemed for all purposes in connection with
             the relevant Meeting, to be the holder of the Current Issuer Notes
             to which such appointment  relates  and  the holder of the Current
             Issuer  Notes  shall be deemed for such purposes  not  to  be  the
             holder.

2.    CONVENING OF MEETING

      The Current Issuer or the Note Trustee may convene a Meeting at any time,
      and the Note Trustee shall  be  obliged  to  do  so  subject  to it being
      indemnified  to its satisfaction upon a request in writing of Noteholders
      holding not less  than  one-tenth  in principal amount of the outstanding
      Current Issuer Notes of any class or classes entitled to vote and, if the
      Current Issuer defaults for a period  of  seven  days in convening such a
      Meeting,  the  same  may  be  convened  by  the  Note  Trustee   or   the
      requisitionists.  Every  such  Meeting  shall be held on such date and at
      such time and place as the Note Trustee may appoint or approve.

3.    NOTICE

      At least 21 days' notice (exclusive of the  day  on  which  the notice is
      given  and  the  day  on which the Meeting is to be held) specifying  the
      place, day and hour of  Meeting  shall be given to the Noteholders or, as
      the case may be the Noteholders of  any  class  of  Current  Issuer Notes
      entitled  to  vote,  the  Paying Agents, the Agent Bank and the Registrar
      prior  to  any Meeting. Such  notice,  which  shall  be  in  the  English
      language, shall  state  generally  the  nature  of  the  business  to  be
      transacted at the Meeting thereby convened and shall specify the terms of
      any  resolution  to be proposed. Such notice shall include statements, if
      applicable, to the effect that (a) Current Issuer Notes may be blocked in
      clearing systems for  the  purposes  of  appointing  Proxies  under Block
      Voting Instructions until 48 hours before the time fixed for the  Meeting
      and  (b) a Noteholder may appoint a Proxy either (i) under a Block Voting
      Instruction  by  delivering written instructions to the Registrar or (ii)
      by executing and delivering  a  Form  of Proxy to the Specified Office of
      the Registrar, in either case until 48  hours  before  the time fixed for
      the  Meeting.   A copy of the notice shall be sent by post  to  the  Note
      Trustee (unless the  Meeting is convened by the Note Trustee) and, to the
      Current Issuer (unless the Meeting is convened by the Current Issuer).



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<PAGE>

4.    CHAIRMAN

      A person (who may, but need not be, a Noteholder) nominated in writing by
      the Note Trustee shall  be  entitled  to  take  the chair at the relevant
      Meeting,  but  if no such nomination is made or if  at  any  Meeting  the
      person nominated  shall  not  be present within 15 minutes after the time
      appointed for holding the Meeting  the  Noteholders  present shall choose
      one of their number to be Chairman, failing which the  Current Issuer may
      appoint a Chairman. The Chairman of an adjourned Meeting  need not be the
      same  person  as  was  Chairman of the Meeting from which the adjournment
      took place.

5.    QUORUM

      Subject as provided in the Current Issuer Conditions:

      (a)    any such Meeting  of  two  or more persons present holding Current
             Issuer Notes or being Proxies  or  Representatives  and holding or
             representing in the aggregate not less than one-twentieth  of  the
             principal amount of the Current Issuer Notes of the relevant class
             or  classes  for  the time being outstanding (or, at any adjourned
             Meeting, two or more  persons  being  or  representing Noteholders
             whatever the aggregate Principal Amount Outstanding of the Current
             Issuer Notes of the relevant class or classes)  shall  (except for
             the purpose of passing an Extraordinary Resolution) form  a quorum
             for  the  transaction of business and no business (other than  the
             choosing of  a Chairman) shall be transacted at any Meeting unless
             the requisite  quorum  be  present  at  the  commencement  of  the
             relevant business;

      (b)    the  quorum  at  any  such  Meeting  for  passing an Extraordinary
             Resolution other than an Extraordinary Resolution  to  sanction  a
             Basic  Term  Modification shall (subject as provided below) be two
             or more persons  present  holding  or  representing Current Issuer
             Notes  or  being  Proxies  or  Representatives   and   holding  or
             representing  in  the  aggregate  more  than half of the aggregate
             principal  amount  of  the  Current Issuer Notes  outstanding  (as
             defined in Clause 1.6 of the  Current  Issuer  Trust  Deed) of the
             Current Issuer Notes of the relevant class of classes (or,  at any
             adjourned  Meeting,  two  or  more  persons  being or representing
             Noteholders whatever the aggregate principal amount of the Current
             Issuer Notes outstanding (as defined in Clause  1.6 of the Current
             Issuer  Trust Deed) of the relevant class or classes  so  held  or
             represented); or

      (c)    at any Meeting  the  business  of which includes the passing of an
             Extraordinary Resolution to sanction a Basic Terms Modification,

      the quorum for passing the requisite Extraordinary  Resolution  shall  be
      two or more persons present holding Current Issuer Notes or being Proxies
      or  Representatives and holding or representing in the aggregate not less
      than  three  quarters in aggregate principal amount of the Current Issuer
      Notes outstanding  (as  defined in Clause 1.6 of the Current Issuer Trust
      Deed) of the relevant class or classes (or, at any adjourned Meeting, two
      or more persons present holding or representing in the aggregate not less
      than one quarter in aggregate  principal  amount  of  the  Current Issuer
      Notes  outstanding (as defined in Clause 1.6 of the Current Issuer  Trust
      Deed) of the relevant class or classes);



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<PAGE>

      Provided  always  that  so  long as at least the relevant fraction of the
      aggregate Principal Amount Outstanding  of  the relevant class of Current
      Issuer Notes referred to in sub-paragraph (a),  (b)  or (c) above, as the
      case  may  be, is represented by a Global Note Certificate  or  a  single
      Individual  Note   Certificate,   a   single  person  being  a  Proxy  or
      Representative of such class of Current  Issuer Notes represented thereby
      shall be deemed to be two persons for the purpose of forming a quorum.

6.    ADJOURNMENT FOR WANT OF QUORUM

      If within 15 minutes (or such longer period  not  exceeding 30 minutes as
      the  Chairman  may  decide) after the time appointed for  any  Meeting  a
      quorum is not present  for  the  transaction  of any particular business,
      then, subject and without prejudice to the transaction  of  the  business
      (if any) for which a quorum is present:

      (a)    if convened upon the requisition of Noteholders, the Meeting shall
             be dissolved; and

      (b)    in  any other case, the Meeting shall stand adjourned to the  same
             day in  the next week (or if such day is a public holiday the next
             succeeding Business Day) at the same time and place (except in the
             case of a  Meeting  at  which an Extraordinary Resolution is to be
             proposed in which case it  shall  stand adjourned for such period,
             being not less than 13 clear days nor more than 42 clear days, and
             to such place as may be appointed by  the  Chairman  either  at or
             subsequent to such Meeting and approved by the Note Trustee).

      Provided, however, that, if within 15 minutes (or such longer period  not
      exceeding 30 minutes as the Chairman may decide) after the time appointed
      for  any adjourned Meeting a quorum is not present for the transaction of
      any particular  business,  then,  subject  and  without  prejudice to the
      transaction of the business (if any) for which a quorum is  present,  the
      Meeting  shall be dissolved as no Meeting may be adjourned more than once
      for want of a quorum.

7.    NOTICE FOLLOWING ADJOURNMENT

      Notice of  any  adjourned Meeting at which an Extraordinary Resolution is
      to be submitted shall  be  given  in  the  same  manner  as  notice of an
      original  Meeting  as  provided  in paragraph 3 above, but as if 10  days
      notice (exclusive of the day on which  the notice is given and the day on
      which the Meeting is to be resumed) were  substituted  for  the  21  days
      notice   as  provided  in  paragraph  3  above,  and  such  notice  shall
      specifically state the relevant quorum requirements which will apply when
      the Meeting  resumes.   Subject as aforesaid it shall not be necessary to
      give any notice of an adjourned Meeting.

8.    SHOW OF HANDS

      Every question submitted  to  a  Meeting  shall  be  decided in the first
      instance by a show of hands and in case of equality of votes the Chairman
      shall  both  on  a  show  of hands and on a poll have a casting  vote  in
      addition to the vote or votes  (if  any) to which he may be entitled as a
      Noteholder or as a Proxy or as a Representative.



                                   151
<PAGE>

9.    CHAIRMAN'S DECLARATION

      At any Meeting, unless a poll is (before  or  on  the  declaration of the
      result  of  the  show  of  hands)  validly demanded by the Chairman,  the
      Current  Issuer,  the  Note  Trustee or  any  person  present  holding  a
      Individual Note Certificate or  being a Proxy or Representative (whatever
      the principal amount of the Current  Issuer  Notes so held or represented
      by him) a declaration by the Chairman that a resolution  has been carried
      or  carried  by  a  particular  majority  or  lost  or not carried  by  a
      particular  majority  shall  be conclusive evidence of the  fact  without
      proof of the number or proportion  of  the votes recorded in favour of or
      against such resolution.

10.   POLL

      Subject to paragraph 12 (Limitation on Adjournments)  below,  if  at such
      Meeting  a  poll is demanded it shall be taken in such manner and subject
      as hereinafter  provided  either  at  once or after an adjournment as the
      Chairman directs and the result of such  poll  shall  be deemed to be the
      resolution of the Meeting at which the poll was demanded  as  at the date
      of  the  taking of the poll. The demand for a poll shall not prevent  the
      continuance of the Meeting for the transaction of any business other than
      the motion on which the poll has been demanded.

11.   ADJOURNED MEETING

      The Chairman  may with the consent of (and shall if directed by) any such
      Meeting adjourn  the  same from time to time and from place to place, but
      no business shall be transacted  at any adjourned Meeting except business
      which  might  lawfully  (but  for lack  of  required  quorum)  have  been
      transacted at the Meeting from which the adjournment took place.

12.   LIMITATION ON ADJOURNMENTS

      Any poll demanded at any adjourned  Meeting on the election of a Chairman
      or on any question of adjournment shall  be  taken at the Meeting without
      adjournment.

13.   PARTICIPATION

      Any Proxy and/or Representative, the Note Trustee  and  its  lawyers  and
      financial advisers and any director, officer or employee of a corporation
      being  a  trustee  of  the  Current Issuer Trust Deed and any director or
      officer of the Current Issuer and its lawyers and financial advisers, the
      Registrar, and any other person authorised so to do by the Meeting or the
      Note Trustee may attend and speak  at any Meeting. Save as aforesaid, but
      without prejudice to the definition of "Principal Amount Outstanding", no
      person shall be entitled to attend and  speak  nor  shall  any  person be
      entitled  to  vote  at any Meeting or join with others in requesting  the
      convening of such a Meeting  or  to  exercise the rights conferred on the
      Noteholders by Clause 7 (Proceedings, Actions and Indemnification) of the
      Current Issuer Trust Deed unless he either produces a Note Certificate or
      is a Proxy or a Representative or is the  holder  of  an  Individual Note
      Certificate or Individual Note Certificates. No person shall  be entitled
      to  vote at any Meeting in respect of Current Issuer Notes held  by,  for
      the benefit  of,  or  on  behalf of, the Current Issuer or the Borrowers.
      Nothing herein shall prevent any of the Proxies named in any Block Voting
      Instruction or Form of Proxy or any



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<PAGE>

      Representative  from being a director,  officer or  representative  of or
      otherwise connected with the Current Issuer.

14.   VOTES

      Subject  as  provided  in  paragraph  13  (Participation)  hereof  at any
      Meeting:

      (a)    on a show of hands every person who is present in person and  is a
             holder  of  Current  Issuer  Notes or is a Proxy or Representative
             shall have one vote; and

      (b)    on a poll every such person who  is so present shall have one vote
             in respect of each US$1,000 (in the  case  of the Dollar Notes) or
             {pound-sterling}1,000  (in  the  case  of the Sterling  Notes)  or
             e1,000  (in  the  case  of  the  Euro Notes) in  Principal  Amount
             Outstanding of the Current Issuer  Notes in respect of which he is
             a Proxy or Representative or in respect of which he is the holder.

      Without prejudice to the obligations of the  proxies  named  in any Block
      Voting Instruction or Form of Proxy any person entitled to more  than one
      vote  need  not  use  all his votes or cast all the votes to which he  is
      entitled in the same way.

15.   PROXIES NEED NOT BE NOTEHOLDERS

      The Proxies named in any  Block  Voting  Instruction or Form of Proxy and
      representatives need not be Noteholders.

16.   DEPOSIT OF VOTES

      Each  Block Voting Instruction together (if  so  requested  by  the  Note
      Trustee) with proof satisfactory to the Note Trustee of its due execution
      on behalf  of  the Registrar and each Form of Proxy shall be deposited by
      the Registrar at  such  place  as the Note Trustee shall approve not less
      than  24  hours before the time appointed  for  holding  the  Meeting  or
      adjourned Meeting  at  which  the  Proxies  named  in  the  Block  Voting
      Instruction  or  Form  of  Proxy propose to vote and in default the Block
      Voting Instruction or Form of  Proxy shall not be treated as valid unless
      the Chairman decides otherwise before  such  Meeting or adjourned Meeting
      proceeds to business. A notarially certified copy  of  each  Block Voting
      Instruction  and  Form of Proxy shall be deposited with the Note  Trustee
      before the commencement  of the Meeting or adjourned Meeting but the Note
      Trustee shall not thereby  be obliged to investigate or be concerned with
      the validity of or the authority  of  the Proxies named in any such Block
      Voting Instruction or Form of Proxy.

17.   VALIDITY OF VOTES BY PROXIES

      Any vote by a Proxy given in accordance  with the terms of a Block Voting
      Instruction or Form of Proxy shall be valid  notwithstanding the previous
      revocation or amendment of the Block Voting Instruction  or  the  Form of
      Proxy or of any of the Noteholders' instructions pursuant to which it was
      executed  provided  that  no intimation in writing of such revocation  or
      amendment shall have been received  from  the Noteholder by the Registrar
      by  the time being 24 hours before the time  appointed  for  holding  the
      Meeting  or  adjourned  Meeting  at which the Block Voting Instruction or
      Form of Proxy is to be used.  Unless  revoked, any appointment of a Proxy
      under  a Block Voting Instruction or Form  of  Proxy  in  relation  to  a
      Meeting  shall  remain  in



                                   153
<PAGE>

      force  in  relation  to any  resumption  of  such  Meeting  following  an
      adjournment;  provided,  however,  that no such appointment of a Proxy in
      relation to a Meeting  originally  convened  which has been adjourned for
      want of a quorum  shall  remain in force in relation to such Meeting when
      it is resumed.  Any person  appointed  to vote at such a Meeting  must be
      re-appointed under a Block Voting Instruction or Form of Proxy to vote at
      the Meeting when it is resumed.

18.   RECORD DATE

      The Current Issuer may fix a record date for the  purposes of any Meeting
      or any resumption thereof following its adjournment  for want of a quorum
      provided that such record date is not more than 10 days prior to the time
      fixed  for  such  Meeting  or  (as the case may be) its resumption.   The
      person in whose name a Current Issuer  Note is registered in the Register
      on  the  record  date at close of business  in  the  city  in  which  the
      Registrar has its  Specified  Office  shall be deemed to be the holder of
      such  Current  Issuer  Note  for  the  purposes   of   such  Meeting  and
      notwithstanding any subsequent transfer of such Current  Issuer  Note  or
      entries  in  the Register; and provided that any Proxy appointed pursuant
      to a Form of Proxy shall so long as such appointment remains in force, be
      deemed for all  purposes  in  connection  with  any  Meeting  or proposed
      Meeting  specified  in such appointment, to be the holder of the  Current
      Issuer Note to which  such  appointment  relates  and  the  holder of the
      Current  Issuer  Note  shall  be  deemed  for the purposes not to be  the
      holder.

19.   POWERS

      Subject always to the provisions of Clause  11  (Modification and Waiver)
      of  the Current Issuer Trust Deed and the Current  Issuer  Conditions,  a
      Meeting  shall,  in  addition  to the powers hereinbefore given, have the
      following powers exercisable only by Extraordinary Resolution (subject to
      the provisions relating to quorum  contained in paragraphs 5 (Quorum) and
      6 (Adjournment for want of Quorum) above) namely:

      (A)    power to sanction any compromise  or  arrangement  proposed  to be
             made  between  the Current Issuer, the Note Trustee, any appointee
             of the Note Trustee and the Noteholders or any of them;

      (B)    power to sanction  any  abrogation,  modification,  compromise  or
             arrangement  in  respect  of  the  rights of the Note Trustee, any
             appointee  of  the Note Trustee, the Noteholders  or  the  Current
             Issuer against any  other  or  others of them or against any other
             party  to  any  of  the Current Issuer  Transaction  Documents  or
             against any of their  property  whether  such  rights  shall arise
             under  the  Current  Issuer  Trust  Deed, any other Current Issuer
             Transaction Document or otherwise;

      (C)    power  to  assent to any modification of  the  provisions  of  the
             Current Issuer  Conditions,  the  Current Issuer Trust Deed or any
             other Current Issuer Transaction Document  which shall be proposed
             by the Current Issuer, the Note Trustee, or  any Noteholder or any
             other person;

      (D)    power to give any authority or sanction which under the provisions
             of the Current Issuer Conditions or the Current  Issuer Trust Deed
             is required to be given by Extraordinary Resolution;



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<PAGE>

      (E)    power to appoint any persons (whether Noteholders  or  not)  as  a
             committee   or  committees  to  represent  the  interests  of  the
             Noteholders and  to  confer  upon such committee or committees any
             powers  or  discretions  which the  Noteholders  could  themselves
             exercise by Extraordinary Resolution;

      (F)    power to approve of a person  to  be appointed a trustee and power
             to  remove  any trustee or trustees for  the  time  being  of  the
             Current Issuer Trust Deed;

      (G)    power to discharge  or  exonerate  the  Note  Trustee  and/or  any
             appointee of the Note Trustee from all liability in respect of any
             act  or  omission for which the Note Trustee and/or such appointee
             may have become responsible under the Current Issuer Trust Deed;

      (H)    power to remove any trustee;

      (I)    power to authorise  the  Note  Trustee and/or any appointee of the
             Note  Trustee to concur in and execute  and  do  all  such  deeds,
             instruments,  acts and things as may be necessary to carry out and
             give effect to any Extraordinary Resolution;

      (J)    power to sanction  any scheme or proposal for the exchange or sale
             of the Current Issuer  Notes  for or the conversion of the Current
             Issuer Notes into or the cancellation  of the Current Issuer Notes
             in  consideration  of  shares,  stock, notes,  bonds,  debentures,
             debenture  stock  and/or other obligations  and/or  notes  of  the
             Current Issuer or any other company formed or to be formed, or for
             or into or in consideration  of  cash, or partly for or into or in
             consideration  of such shares, stock,  notes,  bonds,  debentures,
             debenture stock and/or other obligations and/or notes as aforesaid
             and partly for or  into  or  in  consideration of cash and for the
             appointment of some person with power on behalf of the Noteholders
             to  execute  an  instrument of transfer  of  the  Individual  Note
             Certificates held by them in favour of the persons with or to whom
             the Current Issuer Notes are to be exchanged or sold respectively,

      provided, however, that:

      (i)    no Extraordinary Resolution  of  the  Senior  Noteholders  or  the
             Mezzanine  Noteholders  or the Series 2 Class M Noteholders or the
             Junior Noteholders to sanction a Basic Terms Modification shall be
             effective for any purpose  unless it shall have been sanctioned by
             an  Extraordinary  Resolution   of   (aa)   (in  the  case  of  an
             Extraordinary Resolution of the Senior Noteholders)  the Mezzanine
             Noteholders,  the  Series  2  Class  M Noteholders and the  Junior
             Noteholders or (bb) (in the case of an Extraordinary Resolution of
             the Mezzanine Noteholders) the Senior  Noteholders  (to the extent
             that  any  Senior  Notes  are  then  outstanding)  and  the Junior
             Noteholders,  or  (cc) (in the case of an Extraordinary Resolution
             of the Series 2 Class  M  Noteholders)  the Senior Noteholders and
             the Mezzanine Noteholders (to the extent  that  any  Senior  Notes
             and/or  Mezzanine  Notes  are  then  outstanding)  and  the Junior
             Noteholders or (dd) (in the case of an Extraordinary Resolution of
             the Junior Noteholders) the Senior Noteholders, the Series 2 Class
             M  Noteholders  and the Mezzanine Noteholders (to the extent  that
             any Senior Notes,  Series  2  Class M Notes and/or Mezzanine Notes
             are then outstanding).



                                   155
<PAGE>

      (ii)   subject  as  provided  above  in  relation   to  an  Extraordinary
             Resolution concerning a Basic Terms Modification, no Extraordinary
             Resolution of the Mezzanine Noteholders shall be effective for any
             purpose  while any Senior Notes remain outstanding  unless  either
             (aa) the Note  Trustee  is  of  the  opinion  that  it will not be
             materially  prejudicial  to  the  interests of any or all  of  the
             Senior Noteholders or (bb) it is sanctioned  by  an  Extraordinary
             Resolution of the Senior Noteholders.

      (iii)  subject   as  provided  above  in  relation  to  an  Extraordinary
             Resolution concerning a Basic Terms Modification, no Extraordinary
             Resolution  of the Series 2 Class M Noteholders shall be effective
             for any purpose  while  any Senior Notes or Mezzanine Notes remain
             outstanding unless either  (aa) the Note Trustee is of the opinion
             that it will not be materially prejudicial to the interests of any
             or all of  the Senior Noteholders or Mezzanine Noteholders (as the
             case  may  be)  or  (bb)  it  is sanctioned  by  an  Extraordinary
             Resolution of the Senior Noteholders or Mezzanine Noteholders.

      (iv)   subject  as  provided  above  in  relation   to  an  Extraordinary
             Resolution concerning a Basic Terms Modification, no Extraordinary
             Resolution of the Junior Noteholders shall be  effective  for  any
             purpose  while any Senior Notes, Mezzanine Notes or Series 2 Class
             M Notes remain  outstanding unless either (aa) the Note Trustee is
             of the opinion that  it  will not be materially prejudicial to the
             interests of any or all of  the  Senior Noteholders, the Mezzanine
             Noteholders and/or the Series 2 Class  M  Noteholders (as the case
             may be) or (bb) it is sanctioned by an Extraordinary Resolution of
             the  Senior  Noteholders,  the  Mezzanine Noteholders  and/or  the
             Series 2 Class M Noteholders (as the case may be).

20.   EXTRAORDINARY RESOLUTION BINDS ALL NOTEHOLDERS

      Subject  to  the  provisos to paragraph 19  (Powers),  any  Extraordinary
      Resolution passed at  a Meeting duly convened and held in accordance with
      the Current Issuer Trust  Deed  shall  be binding upon the Noteholders of
      all classes whether present or not present at such Meeting and whether or
      not  voting  and  each  of them shall be bound  to  give  effect  thereto
      accordingly and the passing of any such Extraordinary Resolution shall be
      conclusive evidence that  the  circumstances justify the passing thereof.
      Notice of the result of the voting  on  any Extraordinary Resolution duly
      considered by the Noteholders shall be given by the Current Issuer to the
      Noteholders  in  accordance with Condition  14  (Notice  to  Noteholders)
      within  14 days of  such  result  being  known  provided  that  the  non-
      publication of such notice shall not invalidate such result.

21.   SENIOR NOTES

      Notwithstanding  the foregoing, the following additional provisions shall
      apply to Senior Notes:

      (i)    a single Meeting of the holders of all classes of Senior Notes may
             be held whether or not there is a conflict of interest between the
             holders of such series of the Senior Notes;



                                   156
<PAGE>

      (ii)   there shall  be  no  provision for a Meeting of the holders of one
             class only of the Senior Notes; and

      (iii)  as the Senior Notes are  not all denominated in the same currency,
             the Principal Amount Outstanding of any Senior Note denominated in
             Dollars or Euro shall be converted  into  Sterling at the relevant
             Dollar Currency Swap Rate or Euro Currency  Swap Rate, as the case
             may be.

22.   MEZZANINE NOTES

      Notwithstanding the foregoing, the following additional  provisions shall
      apply to Mezzanine Notes:

      (i)    a single Meeting of the holders of all classes of Mezzanine  Notes
             may be held whether or not there is a conflict of interest between
             the holders of such series of the Mezzanine Notes;

      (ii)   there  shall be no provision for a Meeting of the holders  of  one
             class only of the Mezzanine  Notes; and

      (iii)  as the Mezzanine  Notes  are  not  all  denominated  in  the  same
             currency,  the  Principal Amount Outstanding of any Mezzanine Note
             denominated in Dollars or Euro shall be converted into Sterling at
             the relevant Dollar Currency Swap Rate or Euro Currency Swap Rate,
             as the case may be.

23.   SERIES 2 CLASS M NOTES

      Notwithstanding the foregoing,  the  Principal  Amount Outstanding of any
      Series  2  Class  M  Note  denominated  in Euro shall be  converted  into
      Sterling at the relevant  Euro Currency Swap Rate.

24.   JUNIOR NOTES

      Notwithstanding the foregoing, the following  additional provisions shall
      apply to Junior Notes

      (i)    a single Meeting of the holders of all classes of Junior Notes may
             be held whether or not there is a conflict of interest between the
             holders of such series of the Junior Notes;

      (ii)   there shall be no provision for a Meeting  of  the  holders of one
             class only of the Junior Notes; and

      (iii)  as the Junior Notes are not all denominated in the same  currency,
             the Principal Amount Outstanding of any Junior Note denominated in
             Dollars  or  Euro shall be converted into Sterling at the relevant
             Dollar Currency  Swap Rate or Euro Currency Swap Rate, as the case
             may be.

25.   MINUTES

      Minutes of all resolutions and proceedings at every Meeting shall be made
      and entered in books to be from time to time provided for that purpose by
      the Current



                                  157
<PAGE>

      Issuer and any  such minutes as aforesaid if purporting to be
      signed by the Chairman of the  Meeting  at  which  such  resolutions were
      passed  or  proceedings  transacted shall be conclusive evidence  of  the
      matters therein contained  and  until  the  contrary is proved every such
      Meeting in respect of the proceedings of which  minutes  have  been  made
      shall  be  deemed to have been duly held and convened and all resolutions
      passed or proceedings  transacted  thereat  to  have  been duly passed or
      transacted.

26.   FURTHER REGULATIONS

      Subject  to  all other provisions of the Current Issuer Trust  Deed,  the
      Note Trustee may  without  the  consent  of  the  Current  Issuer  or the
      Noteholders:-

      (i)    prescribe  such  further  regulations regarding the requisitioning
             and/or the holding of Meetings  of  Noteholders and attendance and
             voting  thereat as the Note Trustee may  in  its  sole  discretion
             think fit; and

      (ii)   interpret the Current Issuer Conditions in the context of the more
             detailed provisions set out herein.



                                   158
<PAGE>

                               EXECUTION PAGE


The Current Issuer
<TABLE>
<CAPTION>
<S>                                                                             <C>       <C>
EXECUTED BY                                                                     By
-----------------------------------------
GRANITE MORTGAGES 03-2 PLC                                                                Director
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its                                      Name
-----------------------------------------
directors and by another of its
directors/its secretary
                                                                                By
-----------------------------------------
                                                                                         for and on behalf of LDC
                                                                                         Securitisation  Director No.1 Limited

                                                                                Name
-----------------------------------------
</TABLE>

The Note Trustee
<TABLE>
<CAPTION>
<S>                                                                             <C>       <C>
EXECUTED BY
THE BANK OF NEW YORK
AS FOLLOWS:                                                                     By
-----------------------------------------
Signed for and on its behalf by one of its duly                                           Duly Authorised Attorney/Signatory
authorised attorneys/signatories                                                          Name
------------------------------------
</TABLE>



                                                            159