EXHIBIT 4.4




                             Dated 4 February 2004
                             ---------------------



                          GRANITE MORTGAGES 03-2 PLC
                               as Current Issuer




                                    - and -



                             THE BANK OF NEW YORK
                                as Note Trustee









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

                             ISSUER DEED OF CHARGE
                        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 DEED OF CHARGE AMENDMENT DEED is made on 4 February 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
       as the Current Issuer; and

(2)    The Bank of New York, a New York banking corporation whose London
       branch address is at One Canada Square, 48th Floor, London E13 5AL in
       its capacity as the Note Trustee.

WHEREAS:

(A)    On 21 May 2003, the parties to this Deed entered into the Issuer Deed
       of Charge pursuant to which the Issuer granted security over its assets
       in favour of the Note Trustee.

(B)    In terms of Clause 17.1 of the Issuer Deed of Charge the Note Trustee
       may without the consent or sanction of any Current Issuer Secured
       Creditor at any time and from time to time concur with the Current
       Issuer in making any modification to any of the Current Issuer
       Transaction Documents which in the opinion of the Note Trustee it may
       be proper to make provided that the Note Trustee is of the opinion that
       such modification will not be materially prejudicial to the interests
       of the Noteholders.

(C)    Pursuant to Clause 17.1 of the Issuer Deed of Charge the Note Trustee
       and the Current Issuer have agreed to amend and restate the Issuer Deed
       of Charge as set out in this Deed.

(D)    With effect from 4 February 2004, the provisions of the Issuer Deed of
       Charge and this Deed shall be read and construed as one document.

NOW IT IS HEREBY AGREED as follows:

1.     INTERPRETATION

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 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,

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


                                      1


<PAGE>


1.2.   The Issuer Deed of Charge as amended and restated pursuant hereto shall
       be referred to herein as the "Amended and Restated Issuer Deed of
       Charge".

1.3.   As used in the Issuer Deed of Charge, the terms "Issuer Deed of
       Charge", this "Deed", "herein", "hereto" and other words of similar
       import shall mean or refer to the Amended and Restated Issuer Deed of
       Charge, unless the context otherwise specifically requires.

2.     AMENDMENTS TO THE ISSUER DEED OF CHARGE

       Each of the parties to this Deed agree that, with effect from (and
       including) 4 February 2004 the Issuer Deed of Charge is amended and
       restated in the form of Appendix 1 hereto.

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 Amended and Restated Issuer Deed of Charge 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 and/or seals 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.


                                      2


<PAGE>


<TABLE>
<CAPTION>
                                             EXECUTION PAGE


<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 directors and         for and on behalf of LDC Securitisation
by another of its directors/its secretary                        Director No. 1 Limited - Director


                                                           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: ______________________________________


                                                   3
</TABLE>


<PAGE>


                                  Appendix I
                  Amended and Restated Issuer Deed of Charge


                                      4


<PAGE>




                             Dated 4 February 2004
                             ---------------------




                          GRANITE MORTGAGES 03-2 PLC


                               as Current Issuer





                             THE BANK OF NEW YORK


                                as Note Trustee


                                    - and -

                                    OTHERS





                ______________________________________________

                             AMENDED AND RESTATED
                             ISSUER DEED OF CHARGE
                ______________________________________________






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

<PAGE>


                                   CONTENTS

1.   Interpretation..........................................................3

2.   Covenant to Pay and to Perform..........................................3

3.   Current Issuer Security.................................................4

4.   Release of Current Issuer Charged Property..............................9

5.   Declaration of Trust...................................................10

6.   Restrictions on Exercise of Certain Rights.............................10

7.   Enforcement............................................................14

8.   Upon Enforcement.......................................................17

9.   Receiver...............................................................19

10.  Further Assurance and Power of Attorney................................22

11.  Crystallisation........................................................24

12.  Provisions relating to the Security....................................25

13.  Protection of Third Parties............................................26

14.  Set-Off................................................................27

15.  Representations and Covenants..........................................27

16.  Note Trustee Provisions................................................32

17.  Modification and Waiver................................................33

18.  Miscellaneous Provisions...............................................34

19.  Rights cumulative......................................................35

20.  Assignment.............................................................35

21.  Non Petition Covenant; Corporate Obligations...........................35

22.  Notices................................................................36

23.  Third Party Rights.....................................................37

24.  Execution in Counterparts; Severability................................37

25.  Governing Law and Jurisdiction; Appropriate Forum......................38

SCHEDULE 1 .................................................................39

                                      i

<PAGE>

SCHEDULE 2 .................................................................42

SCHEDULE 3 .................................................................47

EXECUTION PAGE..............................................................50



                                      ii

<PAGE>

THIS AMENDED AND RESTATED ISSUER DEED OF CHARGE DATED 4 FEBRUARY 2004 AMENDS
AND RESTATES THE ISSUER DEED OF CHARGE DATED 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;

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

(3)  CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
     EC4Y 0PA, in its capacity as Principal Paying Agent;

(4)  CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
     EC4Y 0PA, in its capacity as Agent Bank;

(5)  CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
     EC4Y 0PA, in its capacity as Registrar;

(6)  CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
     EC4Y 0PA, in its capacity as Transfer Agent;

(7)  CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
     EC4Y 0PA, in its capacity as Account Bank;

(8)  CITIBANK, N.A., acting through its office at 111 Wall Street, 14th Floor,
     Zone 3, New York, N.Y. 10043, U.S.A., in its capacity as US Paying Agent;

(9)  NORTHERN ROCK PLC (registered number 03273685) a public limited company
     incorporated under the laws of England and Wales whose registered office
     is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, in its
     capacity as Current Issuer Cash Manager;

(10) NORTHERN ROCK PLC (registered number 03273685) a public limited company
     incorporated under the laws of England and Wales whose registered office
     is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL, in its
     capacity as Basis Rate Swap Provider;

(11) BANQUE AIG, LONDON BRANCH a company whose registered branch office is 5th
     floor, One Curzon Street, London W1 5RT in its capacity as Dollar
     Currency Swap Provider;

(12) ABN AMRO Bank N.V., LONDON acting through its office at 199 Bishopsgate,
     London EC2M 3XW in its capacity as Euro Currency Swap Provider;

(13) CDC IXIS Capital Markets a company incorporated in France and registered
     in the Trade and Companies Register under number Paris B 340 706 407
     acting through its


                                      1
<PAGE>

     branch at Cannon Bridge, 25 Dowgate Hill, London EC4R 2GN in its capacity
     as Current Issuer Series 3 Class A Interest Rate Swap Provider.

(14) LAW DEBENTURE CORPORATE SERVICES LIMITED (registered number 3388362) a
     private limited company incorporated under the laws of England and Wales
     whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
     7EX as the Corporate Services Provider.

WHEREAS:

(A)  This Deed secures and will secure, inter alia, the Current Issuer Secured
     Obligations.

(B)  The Current Issuer will on the date of this Current Issuer Deed of Charge
     issue the Current Issuer Notes pursuant to the Current Issuer Trust Deed.

(C)  The Paying Agents, the Agent Bank, the Registrar and the Transfer Agent
     have agreed to provide certain agency services on behalf of the Current
     Issuer for the benefit of the Noteholders on the terms set out in the
     Current Issuer Paying Agent and Agent Bank Agreement.

(D)  The Current Issuer Cash Manager has agreed to act as cash manager and to
     provide certain administration and cash management services to the
     Current Issuer on the terms set out in the Current Issuer Cash Management
     Agreement.

(E)  The Account Bank has agreed to provide certain bank account services to
     the Current Issuer on the terms set out in the Current Issuer Bank
     Account Agreement.

(F)  The Dollar Currency Swap Provider has agreed to enter into
     dollar/sterling currency swaps with the Current Issuer in relation to
     Dollar Notes on the terms set out in the Current Issuer Dollar Currency
     Swap Agreements.

(G)  The Euro Currency Swap Provider has agreed to enter into euro/sterling
     currency swaps with the Current Issuer in relation to the Euro Notes on
     the terms set out in the Current Issuer Euro Currency Swap Agreements.

(I)  The Basis Rate Swap Provider has agreed to enter into an interest rate
     swap with the Current Issuer on the terms set out in the Current Issuer
     Basis Rate Swap Agreement.

(J)  The Current Issuer Series 3 Class A Interest Rate Swap Provider has
     agreed to enter into an interest rate swap with the Current Issuer in
     relation to the Series 3 Class A Notes on the terms set out in the
     Current Issuer Series 3 Class A Interest Rate Swap Agreement.

(K)  The Corporate Services Provider has agreed to act as corporate services
     provider to, inter alios, the Current Issuer on the terms set out in the
     Current Issuer Corporate Services Agreement.

(L)  This Current Issuer Deed of Charge is supplemental to the Current Issuer
     Trust Deed of even date herewith and made between the Current Issuer and
     the Note Trustee relating to the issuance of the Current Issuer Notes.

NOW THIS DEED WITNESSES AS FOLLOWS:



                                      2
<PAGE>

1.   Interpretation

1.1  Definitions: The provisions of:

     (a)  the Master Definitions Schedule as amended and restated by (and
          appearing as Appendix 1 to) the Master Definitions Schedule Seventh
          Amendment Deed and Restatement Deed dated on or about 26 January
          2004 between, among others, the parties hereto (the "Master
          Definitions Schedule"), 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 Agreement. The
     Issuer Master Definitions Schedule shall prevail to the extent that it
     conflicts with the Master Definitions Schedule.

1.2  Construction: In this Current Issuer Deed of Charge, except where the
     context otherwise requires:

     (a)  the terms of the Current Issuer Trust Deed and of any agreement in
          existence at the date hereof between the parties hereto are
          incorporated in this Current Issuer Deed of Charge but (unless
          otherwise expressly provided for herein) only to the extent required
          to ensure that any proposed disposition of the Current Issuer
          Charged Property contained in this Current Issuer Deed of Charge is
          a valid disposition in accordance with Section 2(1) of the Law of
          Property (Miscellaneous Provisions) Act 1989;

     (b)  a reference in this Current Issuer Deed of Charge to any property,
          assets, undertakings or rights includes, unless the context
          otherwise requires, present and future property, assets,
          undertakings or rights; and

     (c)  "this Current Issuer Deed of Charge" means this Current Issuer Deed
          of Charge and all the Schedules hereto (as from time to time
          modified and/or supplemented in accordance with the provisions set
          out herein) and each other document or deed entered into pursuant
          hereto (as from time to time modified/and or supplemented as
          aforesaid) and expressed to be supplemental hereto.

2.   Covenant to Pay and to Perform

     Subject to the provisions of the Current Issuer Transaction Documents
     (including, in the case of the Current Issuer Notes, to Clause 2
     (Covenant to Repay etc.) of the Current Issuer Trust Deed), the Current
     Issuer covenants with and undertakes to the Note Trustee for itself and
     as trustee for the Current Issuer Secured Creditors that it will:

     (a)  duly and punctually pay and discharge all monies and liabilities
          whatsoever which now are or at any time hereafter may (whether
          before or after demand) become due and payable by the Current Issuer
          to the Note Trustee (whether for its own account or as trustee for
          the Current Issuer Secured Creditors) or to


                                      3
<PAGE>

          any of the other Current Issuer Secured Creditors, whether actually
          or contingently, under this Current Issuer Deed of Charge and/or any
          of the other Current Issuer Transaction Documents (including without
          limitation the Current Issuer Notes); and

     (b)  observe, perform and satisfy all its other obligations and
          liabilities under this Current Issuer Deed of Charge and/or any of
          the other Current Issuer Transaction Documents (including without
          limitation the Current Issuer Notes),

     PROVIDED THAT every payment in respect of any Current Issuer Transaction
     Document made to the relevant Current Issuer Secured Creditor in the
     manner provided in such Current Issuer Transaction Document shall operate
     in satisfaction pro tanto of the relative covenant by the Current Issuer
     in this Clause 2 (Covenant to Pay and Perform).

3.   Current Issuer Security

3.1  Funding Charged Property:

     (a)  The Current Issuer, by way of first fixed security for the payment
          or discharge of the Current Issuer Secured Obligations, subject to
          Clause 4 (Release of Current Issuer Charged Property), hereby
          assigns to the Note Trustee, save to the extent that any of the
          Current Issuer's rights and claims in respect thereof derive from
          property which is situated in Jersey at any relevant time, all of
          its right, title, benefit and interest and all claims, present and
          future, in and to, the security and all property, assets and rights
          and claims held on trust by the Security Trustee for the payment or
          discharge of the relevant Funding Secured Obligations pursuant to
          the Funding Deed of Charge including all rights to receive payment
          of any amount which may become payable to the Current Issuer
          thereunder and all rights to serve notices and/or make demands
          thereunder and/or to take such steps as are required to cause
          payments to become due and payable thereunder and all rights of
          action in respect of any breach thereof and all rights to receive
          damages or obtain relief in respect thereof and the proceeds of any
          of the foregoing, TO HOLD the same unto the Note Trustee absolutely;
          and

     (b)  To the intent that the Note Trustee shall have a security interest
          in accordance with the Security Interests (Jersey) Law 1983 (the
          "Jersey Security Law") (and as secured party for the purposes of
          such law) for payment or discharge of the Current Issuer Secured
          Obligations, subject to Clause 4 (Release of Current Issuer Charged
          Property), the Current Issuer (as debtor for the purposes of the
          Jersey Security Law) hereby assigns to the extent that the same may
          be situate in Jersey at any relevant time to the Note Trustee all of
          its right, title, benefit and interest and all claims, present and
          future, in and to, the security and all property, assets and rights
          and claims held on trust by the Security Trustee for the payment or
          discharge of the relevant Funding Secured Obligations pursuant to
          the Funding Deed of Charge including all rights to receive payment
          of any amount which may become payable to the Current Issuer
          thereunder and all rights to serve notices and/or make demands
          thereunder and/or to take such steps as are required to cause
          payments to become due and


                                      4
<PAGE>

          payable thereunder and all rights of action in respect of any breach
          thereof and all rights to receive damages or obtain relief in
          respect thereof and the proceeds of any of the foregoing, TO HOLD
          the same unto the Note Trustee absolutely.

3.2  Contractual rights:

     (a)  The Current Issuer, by way of first fixed security for the payment
          or discharge of the Current Issuer Secured Obligations, subject to
          Clause 4 (Release of Current Issuer Charged Property), hereby
          assigns to the Note Trustee, save to the extent that any of the
          Current Issuer's rights and claims in respect thereof derive from
          property which is situated in Jersey at any relevant time, all of
          its right, title, benefit and interest, present and future, in, to
          and under:

          (i)    the Current Issuer Intercompany Loan Agreement;

          (ii)   (to the extent not assigned pursuant to Clause 3.1(a)) the
                 Funding Deed of Charge (including, for the avoidance of doubt,
                 the Current Issuer Deed of Accession);

          (iii)  the Current Issuer Swap Agreements;

          (iv)   the Current Issuer Bank Account Agreement;

          (v)    the Current Issuer Cash Management Agreement;

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

          (vii)  the Current Issuer Trust Deed;

          (viii) the Current Issuer Notes;

          (ix)   the Current Issuer Underwriting Agreement;

          (x)    the Current Issuer Subscription Agreement;

          (xi)   the Current Issuer Post-Enforcement Call Option Agreement;

          (xii)  the Current Issuer Corporate Services Agreement;

          (xiii) any Swap Collateral Ancillary Document; and

          (xiv)  each other Current Issuer Transaction Document (other than
                 this Current Issuer Deed of Charge) entered into or to be
                 entered into by the Current Issuer pursuant to or in connection
                 with any of the documents set out in paragraphs (i) through
                 (xii) above (including any agreement entered into by the
                 Current Issuer as a replacement of any of the above agreements
                 upon the termination of such agreement),

          including, without limitation, all rights to receive payment of any
          amounts which may become payable to the Current Issuer thereunder
          and all payments received by the Current Issuer thereunder
          including, without limitation, all


                                      5
<PAGE>

          rights to serve notices and/or make demands thereunder and/or to
          take such steps as are required to cause payments to become due and
          payable thereunder and all rights of action in respect of any breach
          thereof and all rights to receive damages or obtain relief in
          respect thereof and the proceeds of any of the foregoing, TO HOLD
          the same unto the Note Trustee absolutely.

     (b)  To the intent that the Note Trustee shall have a security interest
          in accordance with the Jersey Security Law (and as secured party for
          the purposes of such law) for payment or discharge of the Current
          Issuer Secured Obligations, subject to Clause 4 (Release of Current
          Issuer Charged Property), the Current Issuer (as debtor for the
          purposes of the Jersey Security Law) hereby assigns to the extent
          that the same may be situate in Jersey at any relevant time to the
          Note Trustee all of its right, title, benefit and interest, present
          and future, in, to and under:

          (i)    the Current Issuer Intercompany Loan Agreement;

          (ii)   (to the extent not assigned pursuant to Clause 3.1(a)) the
                 Funding Deed of Charge (including, for the avoidance of doubt,
                 the Current Issuer Deed of Accession);

          (iii)  the Current Issuer Swap Agreements;

          (iv)   the Current Issuer Bank Account Agreement;

          (v)    the Current Issuer Cash Management Agreement;

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

          (vii)  the Current Issuer Trust Deed;

          (viii) the Current Issuer Notes;

          (ix)   the Current Issuer Underwriting Agreement;

          (x)    the Current Issuer Subscription Agreement;

          (xi)   the Current Issuer Post-Enforcement Call Option Agreement;

          (xii)  the Current Issuer Corporate Services Agreement;

          (xiii) any Swap Collateral Ancillary Document; and

          (xiv)  each other Current Issuer Transaction Document (other than
                 this Current Issuer Deed of Charge) entered into or to be
                 entered into by the Current Issuer pursuant to or in connection
                 with any of the documents set out in paragraphs (i) through
                 (xii) above (including any agreement entered into by the
                 Current Issuer as a replacement of any of the above agreements
                 upon the termination of such agreement),

          including, without limitation, all rights to receive payment of any
          amounts which may become payable to the Current Issuer thereunder
          and all payments


                                      6
<PAGE>

          received by the Current Issuer thereunder including, without
          limitation, all rights to serve notices and/or make demands
          thereunder and/or to take such steps as are required to cause
          payments to become due and payable thereunder and all rights of
          action in respect of any breach thereof and all rights to receive
          damages or obtain relief in respect thereof and the proceeds of any
          of the foregoing, TO HOLD the same unto the Note Trustee absolutely.

3.3  Accounts: The Current Issuer, by way of first fixed security for the
     payment or discharge of the Current Issuer Secured Obligations, subject
     to Clause 4 (Release of Current Issuer Charged Property), hereby assigns
     in favour of the Note Trustee all of its rights, title, benefit and
     interest, present and future, in and to:

     (a)  the Current Issuer Transaction Accounts;

     (b)  any Swap Collateral Accounts; and

     (c)  each other account (if any) in which the Current Issuer may at any
          time have or acquire any right, title, benefit or interest,

     and all monies or securities now or at any time hereafter standing to the
     credit thereof and the debts represented by them together with all rights
     and claims relating or attached thereto including, without limitation,
     the right to interest or other income or distributions and the proceeds
     of any of the foregoing, TO HOLD the same unto the Note Trustee
     absolutely.

3.4  Authorised Investments and Swap Collateral: The Current Issuer, by way of
     first fixed charge for the payment or discharge of the Current Issuer
     Secured Obligations, subject to Clause 4 (Release of Current Issuer
     Charged Property), hereby charges in favour of the Note Trustee all of
     its right, title, benefit and interest, present and future in, to and
     under:

     (a)  any Authorised Investment purchased using monies standing to the
          credit of any Current Issuer Bank Account; and

     (b)  any Swap Collateral in the form of securities,

     for the time being owned by it and all rights in respect of or ancillary
     to such Authorised Investments and such Swap Collateral, including the
     right to income and distributions and the proceeds of any of the
     foregoing, TO HOLD the same unto the Note Trustee absolutely.

3.5  Floating Charge: The Current Issuer, by way of first floating charge for
     the payment or discharge of the Current Issuer Secured Obligations,
     subject to Clause 4 (Release of Current Issuer Charged Property), hereby
     charges in favour of the Note Trustee the whole of its undertaking and
     all its property, assets and rights, whatsoever and wheresoever, both
     present and future, including without limitation its uncalled capital,
     other than any property or assets for the time being the subject of a
     fixed charge or effectively assigned pursuant to any of the foregoing
     provisions of this Clause 3 (Current Issuer Security).

3.6  Title Guarantee: Each of the dispositions of, assignments of and charges
     over property effected in or pursuant to this Clause 3 (Current Issuer
     Security) is made


                                      7
<PAGE>

     with full title guarantee.

3.7  Further Acquired Items: For the avoidance of doubt, it is hereby
     confirmed that the Security Interests (including the Jersey Security
     Interests) created under or pursuant to Clauses 3.1 (Funding Charged
     Property) to Clause 3.4 (Authorised Investments and Swap Collateral)
     (inclusive) are intended to be specific and fixed assignments, or
     specific and fixed charges over (as the case may be) the property and
     assets to which they relate, both present and future, including property
     and assets which are acquired after the date hereof.

3.8  No Transfer of Obligations: Notwithstanding anything else in this Current
     Issuer Deed of Charge, it is hereby agreed that dispositions of property
     effected in or pursuant to this Clause 3 (Current Issuer Security) do not
     transfer obligations, and nothing herein shall be construed as a transfer
     of obligations to, the Note Trustee.

3.9  Notice and Acknowledgement:

     (a)  The execution of this Current Issuer Deed of Charge by any Current
          Issuer Secured Creditor shall constitute express notice to such
          Current Issuer Secured Creditor of the assignments, charges and
          Security Interests (including the Jersey Security Interests) made by
          the Current Issuer pursuant to this Clause 3 (Current Issuer
          Security).

     (b)  By its execution of this Current Issuer Deed of Charge each Current
          Issuer Secured Creditor acknowledges and consents to the
          assignments, charges and Security Interests (including the Jersey
          Security Interests) made or granted by the Current Issuer under this
          Clause 3 (Current Issuer Security) and also acknowledges that as at
          the date hereof it has not received from any other person notice of
          any assignment or charge of any property the subject of such
          Security Interests.

     (c)  Notwithstanding the assignments, charges and Security Interests
          granted under or pursuant to this Clause 3 (Current Issuer Security)
          and subject as provided otherwise in this Current Issuer Deed of
          Charge, each of the parties hereto acknowledges that:

          (i)    each Current Issuer Secured Creditor and each other party to
                 any Current Issuer Transaction Document may continue to make
                 all payments becoming due to the Current Issuer under any
                 Current Issuer Transaction Document in the manner envisaged by
                 such Current Issuer Transaction Document until the receipt of
                 written notice from the Note Trustee or any Receiver requiring
                 payments to be made otherwise; and

          (ii)   until the Current Issuer Security becomes enforceable in
                 accordance with Clause 7.2 (Enforceable), the Current Issuer
                 shall be entitled to exercise its rights, powers and
                 discretions and perform its obligations in relation to the
                 Current Issuer Charged Property and under the Current Issuer
                 Transaction Documents in accordance with the provisions of the
                 Current Issuer Transaction Documents.



                                      8
<PAGE>

3.10 Note Trustee's Discretion in relation to Current Issuer Charged Property:

     Without prejudice to any other rights of the Note Trustee after the
     security created under this Current Issuer Deed of Charge has become
     enforceable and subject to the terms of the Current Issuer Transaction
     Documents, the Note Trustee may from time to time at any time after any
     part or parts of the Current Issuer Security becomes enforceable:

     (a)  enter into, make, execute, sign, deliver and do all such contracts,
          agreements, deeds, receipts, payments, assignments, transfers,
          conveyances, assurances and things and bring, prosecute, enforce,
          defend and abandon all such actions, suits and proceedings in
          relation to the Current Issuer Charged Property as it may think
          expedient;

     (b)  exercise or refrain from exercising, in such manner as in its
          absolute discretion the Note Trustee shall think fit, all or any of
          the rights, powers, authorities, discretions or remedies of the
          Current Issuer under or in relation to the Current Issuer Charged
          Property or incidental to the ownership thereof and, in particular
          but without limiting the generality of the foregoing, exercise all
          rights to vote or to give any consent or notification or make any
          declaration in relation to such Current Issuer Charged Property. For
          the avoidance of doubt, the Note Trustee shall not be required to
          have regard to the interests of the Current Issuer in the exercise
          or non-exercise of any such rights, powers, authorities, discretions
          and remedies or to comply with any direction given by the Current
          Issuer in relation thereto; and

     (c)  demand, sue for and take any advice or institute any proceedings to
          recover or obtain payment of any amounts which may then be due and
          payable to the Current Issuer but which remains unpaid under or in
          respect of the Current Issuer Charged Property or any part thereof
          either in its own name or in the name of the Current Issuer.

4.   Release of Current Issuer Charged Property

4.1  Release, Reassignment or Discharge: Upon the irrevocable and
     unconditional payment in full or discharge (or any combination of the
     foregoing) of all the Current Issuer Secured Obligations and upon the
     Note Trustee being satisfied that the Current Issuer is under no further
     actual or contingent obligation under this Current Issuer Deed of Charge
     or any other Current Issuer Transaction Document, the Note Trustee shall,
     at the request and cost of the Current Issuer, release, reassign and/or
     discharge from the Security Interests (including the Jersey Security
     Interests) all of the Current Issuer Charged Property to, or to the order
     of, the Current Issuer; provided that where any such release,
     re-assignment or discharge is made in whole or in part on the faith of
     any payment, security or other disposition which is avoided or which must
     be repaid on bankruptcy, liquidation or otherwise, the security
     constituted by this Current Issuer Deed of Charge and the liability of
     the Current Issuer hereunder shall continue as if there had been no such
     release, re-assignment or discharge.

4.2  Disposal of Authorised Investments and Swap Collateral: On the making at
     any time by the Current Issuer Cash Manager on behalf of the Current
     Issuer of a disposal of any Authorised Investment or Swap Collateral in
     the form of securities charged


                                      9
<PAGE>

     pursuant to Clause 3.4 (Authorised Investments and Swap Collateral), the
     Note Trustee shall, if so requested by and at the sole cost and expense
     of the Current Issuer, but without the Note Trustee being responsible for
     any loss, costs, claims or liabilities whatsoever occasioned by so acting
     upon such request, release, reassign or discharge from the Security
     Interests constituted by or pursuant to this Current Issuer Deed of
     Charge the relevant Authorised Investments or Swap Collateral, provided
     that in the case of a disposal of an Authorised Investment, the proceeds
     of such disposal are paid by the Current Issuer into the Current Issuer
     Bank Accounts from which the monies to make such Authorised Investment
     were originally drawn and, that in the case of Swap Collateral, the
     proceeds of such disposal are paid by the Current Issuer into the
     relevant Swap Collateral Cash Account or Current Issuer Bank Account (as
     appropriate in accordance with the Cash Management Agreement) subject to
     and in accordance with the provisions of this Current Issuer Deed of
     Charge and the Current Issuer Transaction Documents.

4.3  Withdrawals from Current Issuer Bank Accounts and Swap Collateral
     Accounts: Subject to and in accordance with this Current Issuer Deed of
     Charge and the other Current Issuer Transaction Documents, the Current
     Issuer Cash Manager, on behalf of the Current Issuer and the Note
     Trustee, is permitted pursuant to Clause 6 (Restrictions on Exercise of
     Certain Rights) from time to time to withdraw amounts from the Current
     Issuer Bank Accounts in order to apply such amounts in accordance with
     the relevant Current Issuer Priority of Payments and from time to time to
     withdraw amounts or securities from the Swap Collateral Accounts in order
     to apply such amounts or securities in accordance with the Current Issuer
     Cash Management Agreement. Any amount or securities so withdrawn shall be
     released from the Security Interests (including the Jersey Security
     Interests) created under this Current Issuer Deed of Charge provided that
     any amount withdrawn from the Current Issuer Bank Accounts is applied in
     accordance with and subject to the relevant Current Issuer Priority of
     Payments.

5.   Declaration of Trust

     Each of the Current Issuer Secured Creditors declares the Note Trustee as
     trustee of, and the Note Trustee hereby declares that it holds on trust
     for the Current Issuer Secured Creditors, upon and subject to the terms
     and conditions of this Current Issuer Deed of Charge, all of the
     covenants, undertakings and representations made to the Note Trustee
     under this Current Issuer Deed of Charge and any other Current Issuer
     Transaction Document and all of the charges, assignments, security and
     Security Interests made or given to the Note Trustee or to be made or
     given to it for the purpose of securing the Current Issuer Secured
     Obligations under or pursuant to this Current Issuer Deed of Charge or
     any other Current Issuer Transaction Document.

6.   Restrictions on Exercise of Certain Rights

6.1  Payments to Current Issuer Bank Accounts and Swap Collateral Accounts: At
     all times prior to the release, re-assignment and/or discharge of the
     Current Issuer Security pursuant to Clause 4 (Release of the Current
     Issuer Charged Property), the Current Issuer shall save as otherwise
     provided in the Current Issuer Transaction Documents or unless the Note
     Trustee otherwise agrees in writing (and then only on such terms and in
     such manner as the Note Trustee may require) procure that:



                                      10
<PAGE>

     (a)  the Current Issuer Bank Accounts shall from time to time be credited
          with all amounts (excluding Swap Collateral Excluded Amounts)
          received by the Current Issuer under or in respect of the Current
          Issuer Transaction Documents, including without limitation the
          following payments:

          (i)    amounts received by the Current Issuer from or on behalf of
                 Funding pursuant to the provisions of the Current Issuer
                 Intercompany Loan Agreement;

          (ii)   interest received on the Current Issuer Bank Accounts;

          (iii)  amounts received by the Current Issuer from the Basis Rate
                 Swap Provider under the Current Issuer Basis Rate Swap
                 Agreement and any Swap Collateral Available Revenue Amounts and
                 Swap Collateral Available Principal Amounts;

          (iv)   amounts received by the Current Issuer from the Dollar Currency
                 Swap Provider under the Current Issuer Dollar Currency Swap
                 Agreements and any Swap Collateral Available Revenue Amounts
                 and Swap Collateral Available Principal Amounts;

          (v)    amounts received by the Current Issuer from the Euro Currency
                 Swap Provider under the Current Issuer Euro Currency Swap
                 Agreements and any Swap Collateral Available Revenue Amounts
                 and Swap Collateral Available Principal Amounts;

          (vi)   amounts received by the Current Issuer from the Current Issuer
                 Series 3 Class A Interest Rate Swap Provider under the Current
                 Issuer Series 3 Class A Interest Rate Swap Agreement and any
                 Swap Collateral Available Revenue Amounts and Swap Collateral
                 Available Principal Amounts;

          (vii)  income received by the Current Issuer in respect of the
                 proceeds of any Authorised Investments;

          (viii) amounts received by the Current Issuer from the Security
                 Trustee or a Receiver following the service of an Intercompany
                 Loan Enforcement Notice;

          (ix)   such other payments received by the Current Issuer as are, or
                 ought in accordance with this Current Issuer Deed of Charge to
                 be, comprised in the Current Issuer Charged Property; and

     (b)  any Swap Collateral Accounts shall from time to time be credited
          with any Swap Collateral Excluded Amounts received by the Current
          Issuer pursuant to the relevant Current Issuer Swap Agreement.

6.2  No withdrawal from Current Issuer Bank Accounts and Swap Collateral
     Accounts: At all times during the subsistence of the Current Issuer
     Security, the Current Issuer shall not be entitled to withdraw or
     transfer from any Current Issuer Bank Account or Swap Collateral Account
     any monies or securities standing to the credit thereof or direct any
     payment to be made therefrom to any person save to the extent expressly


                                      11
<PAGE>

     permitted under this Current Issuer Deed of Charge without the Note
     Trustee's prior written consent.

6.3  Permitted Withdrawals from Current Issuer Bank Accounts and Swap
     Collateral Accounts; Authorised Investments:

     (a)  The Current Issuer covenants with the Note Trustee that the amounts
          standing to the credit of the Current Issuer Bank Accounts and any
          Swap Collateral standing to the credit of a Swap Collateral Account
          may only be withdrawn in accordance with this Clause 6.3 or
          otherwise with the Note Trustee's prior written consent.

     (b)  On any day during an Interest Period prior to the security becoming
          enforceable pursuant to Clause 7.2 (Enforceable), the Current Issuer
          and the Note Trustee hereby authorise the Current Issuer Cash
          Manager to withdraw such monies from the Current Issuer Transaction
          Accounts as are to be applied on such date to meet any amounts then
          due and payable by the Current Issuer to third parties in accordance
          with item (C) of the Current Issuer Pre-Enforcement Revenue Priority
          of Payments provided that such monies are applied in making such
          payments on behalf of the Current Issuer. For the purpose of this
          paragraph (b), the remaining provisions of this Clause 6.3, Clause
          6.4 (Current Issuer Pre-Enforcement Revenue Priority of Payments)
          and Clause 6.5 (Current Issuer Pre-Enforcement Principal Priority of
          Payments), the Current Issuer Cash Manager shall be entitled to
          assume that the Current Issuer Security is not enforceable pursuant
          to Clause 7.2 (Enforceable) unless it has received notice from the
          Current Issuer or the Note Trustee or is otherwise aware that the
          Current Issuer Security has become so enforceable and shall not be
          liable to the Note Trustee, the Current Issuer or any other Current
          Issuer Secured Creditor for making payments based on this
          assumption.

     (c)  The Note Trustee hereby authorises the Current Issuer Cash Manager,
          prior to the security becoming enforceable pursuant to Clause 7.2
          (Enforceable), to make withdrawals from:

          (i)    the relevant Current Issuer Bank Account for the purposes of
                 acquiring Authorised Investments provided that all amounts
                 received in respect of the Authorised Investments (including
                 earnings thereon) shall be deposited into the relevant Current
                 Issuer Bank Account from which they were originally drawn; and

          (ii)   the relevant Swap Collateral Account for the purpose of (1)
                 transferring or paying Swap Collateral to a Current Issuer Swap
                 Provider pursuant to the terms of the relevant Current Issuer
                 Swap Agreement; or (2) transferring Swap Collateral Available
                 Revenue Amounts and/or Swap Collateral Available Principal
                 Amounts to the relevant Current Issuer Transaction Account.

6.4  Current Issuer Pre-Enforcement Revenue Priority of Payments: On each
     Payment Date, prior to the Current Issuer Security becoming enforceable
     pursuant to Clause 7.2 (Enforceable), the Note Trustee hereby authorises
     the Current Issuer or the


                                      12
<PAGE>

     Current Issuer Cash Manager in its place to withdraw Current Issuer
     Available Revenue Receipts standing to the credit of the Current Issuer
     Transaction Accounts and to apply such monies in accordance with the
     provisions and the order of priority of the Current Issuer
     Pre-Enforcement Revenue Priority of Payments (as the same may be amended
     or varied from time to time) as set out in Schedule 2 (Cash Management
     and Maintenance of Ledgers) to the Current Issuer Cash Management
     Agreement.

6.5  Current Issuer Pre-Enforcement Principal Priority of Payments: On each
     Payment Date prior to the Current Issuer Security becoming enforceable
     pursuant to Clause 7.2 (Enforceable), the Note Trustee hereby authorises
     the Current Issuer or the Current Issuer Cash Manager in its place to
     withdraw Current Issuer Available Principal Receipts standing to the
     credit of the Current Issuer Transaction Accounts and to apply such
     monies in accordance with the order of priority of the Current Issuer
     Pre-Enforcement Principal Priority of Payments (as the same may be
     amended or varied from time to time) as set out in Schedule 2 (Cash
     Management and Maintenance of Ledgers) to the Current Issuer Cash
     Management Agreement.

6.6  No Enforcement by Current Issuer Secured Creditors: Each of the Current
     Issuer Secured Creditors (other than the Note Trustee acting on behalf of
     the Noteholders and any Receiver) hereby agrees with the Current Issuer
     and the Note Trustee that:

     (a)  only the Note Trustee may enforce the security created in favour of
          the Note Trustee by this Current Issuer Deed of Charge in accordance
          with the provisions hereof;

     (b)  notwithstanding any other provision of this Current Issuer Deed of
          Charge or any other Current Issuer Transaction Document no sum due
          or owing to any Current Issuer Secured Creditor or to the Note
          Trustee (whether for itself or on behalf of the Current Issuer
          Secured Creditors) from or by the Current Issuer under this Current
          Issuer Deed of Charge or any other Current Issuer Transaction
          Document shall be payable by the Current Issuer except to the extent
          that the Current Issuer or (following enforcement of the Current
          Issuer Security) the Note Trustee has sufficient funds available to
          it (and, in the case of the Note Trustee, as a result of the
          realisation of that security) to pay such sum subject to and in
          accordance with the relevant Current Issuer Priority of Payments and
          provided that all liabilities of the Current Issuer required to be
          paid in priority thereto or pari passu therewith pursuant to such
          Current Issuer Priority of Payments have been paid, discharged
          and/or otherwise provided for in full PROVIDED THAT this paragraph
          (b) shall not apply to and shall not limit the obligations of the
          Current Issuer to the Noteholders under the Current Issuer Notes and
          this Current Issuer Deed of Charge; and

     (c)  it shall not take any steps for the purpose of recovering any of the
          Current Issuer Secured Obligations (including, without limitation,
          by exercising any rights of set-off) or enforcing any rights arising
          out of the Current Issuer Transaction Documents against the Current
          Issuer and it shall not take any steps or legal proceedings for the
          winding-up, dissolution or reorganisation of, or the institution of
          insolvency proceedings against, the Current Issuer or for the
          appointment of a receiver, administrator, liquidator or similar
          officer of the Current Issuer in respect of any or all of its
          revenues and assets,



                                      13
<PAGE>

PROVIDED THAT

          (i)    in the case of any Noteholder, this provision shall be subject
                 to Clause 7.2 (Only Note Trustee to Enforce) of the Current
                 Issuer Trust Deed; and

          (ii)   in the case of any other Current Issuer Secured Creditor and
                 subject to there being no Current Issuer Note then outstanding,
                 if the Note Trustee having become bound to do so subject to and
                 in accordance with the terms of this Current Issuer Deed of
                 Charge and the Current Issuer Transaction Documents, fails to
                 serve a Current Issuer Note Enforcement Notice and/or, to take
                 any steps or proceedings to enforce the security created
                 hereunder within 30 days of becoming so bound and such failure
                 is continuing, each such other Current Issuer Secured Creditor
                 shall be entitled to take such steps and proceedings to enforce
                 its rights arising out of the relevant Current Issuer
                 Transaction Document as it shall deem necessary other than the
                 presentation of a petition for the winding up, dissolution or
                 reorganisation of, or the institution of insolvency proceedings
                 against, the Current Issuer or the appointment of an
                 administrator or liquidator of the Current Issuer.

6.7  Acknowledgement of Note Trustee: The Note Trustee hereby acknowledges and
     agrees that save with respect to the obligations of the Current Issuer to
     the Noteholders under the Current Issuer Notes and this Current Issuer
     Deed of Charge which are not limited under paragraph (b) of Clause 6.6
     (No Enforcement by Current Issuer Secured Creditors) or under this Clause
     6.7 (Acknowledgement of Note Trustee) and notwithstanding any other
     provision of this Current Issuer Deed of Charge or any other Current
     Issuer Transaction Document, no sum due or owing to any Current Issuer
     Secured Creditor or to the Note Trustee (whether for itself or on behalf
     of the Current Issuer Secured Creditors) from or by the Current Issuer
     under this Current Issuer Deed of Charge or any other Current Issuer
     Transaction Document shall be payable by the Current Issuer except to the
     extent that the Current Issuer has sufficient funds available or
     (following enforcement of the Current Issuer Security) the Note Trustee
     has realised sufficient funds from the Current Issuer Security to pay
     such sum subject to and in accordance with the relevant Current Issuer
     Priority of Payments and provided that all liabilities of the Current
     Issuer required to be paid in priority thereto or pari passu therewith
     pursuant to such Current Issuer Priority of Payments have been paid,
     discharged and/or otherwise provided for in full.

7.   Enforcement

7.1  Notification: The Note Trustee shall, if practicable, give prior
     notification to the Seller, Funding, the Cash Manager and the Current
     Issuer Cash Manager of the Note Trustee's intention to enforce the
     security created by this Current Issuer Deed of Charge. However, the
     failure of the Note Trustee to provide such notification shall not in any
     way prejudice the ability of the Note Trustee to enforce the security
     created by this Current Issuer Deed of Charge.



                                      14
<PAGE>

7.2  Enforceable:

     (a)  Without prejudice to the provisions of Clause 9 (Receiver) the
          security created under this Current Issuer Deed of Charge shall
          become immediately enforceable and the power of sale and other
          powers conferred by Section 101 of the 1925 Act, as varied or
          amended by this Current Issuer Deed of Charge, shall be exercisable
          by the Note Trustee:

          (i)    at any time when any Current Issuer Note remains outstanding,
                 in accordance with and subject to, Clause 6 (Enforcement) and
                 Clause 7 (Proceedings, Action and Indemnification) of the
                 Current Issuer Trust Deed which shall, as necessary, be
                 incorporated in and apply, mutatis mutandis, to this Current
                 Issuer Deed of Charge (and for that purpose references therein
                 to "this Trust Deed" or "these presents" shall be construed as
                 references to this Current Issuer Deed of Charge); or

          (ii)   if there are no Current Issuer Notes outstanding, following a
                 default in payment of any other Current Issuer Secured
                 Obligations on its due date or within any applicable grace
                 period following such due date stated in the relevant Current
                 Issuer Transaction Document but subject always to any limited
                 recourse provisions stated therein and to Clause 6.6 (No
                 Enforcement by Current Issuer Secured Creditors) hereof; or

          (iii)  upon the service on Funding by the Security Trustee of an
                 Intercompany Loan Enforcement Notice.

     (b)  For the purposes of the Jersey Security Interests, upon the
          occurrence of any of the events specified in Clause 7.2 (a) (i),
          (ii) or (iii) (which shall constitute events of default for the
          purposes of the Jersey Security Interests in accordance with the
          Jersey Security Law) the Note Trustee shall have the right to give
          notice (the "Current Issuer Jersey Enforcement Notice") to the
          Current Issuer in accordance with the Jersey Security Law and the
          power of sale of the Current Issuer Jersey Secured Property shall
          become exercisable without the order of the Jersey court in
          accordance with the Jersey Security Law so that the Jersey Security
          Interests shall be enforceable in accordance with the provisions of
          the Jersey Security Law.

7.3  Power of Sale:

     (a)  Notwithstanding any other provision of this Current Issuer Deed of
          Charge, the Current Issuer Secured Obligations shall be deemed to
          have become due and payable for the purposes of Section 101 of the
          1925 Act and Article 8 of the Jersey Security Law and (to the extent
          applicable) the statutory power of sale and of appointing a receiver
          and other powers which are conferred on mortgagees under the 1925
          Act as varied or extended by this Current Issuer Deed of Charge
          shall be deemed to arise immediately after execution of this Current
          Issuer Deed of Charge.

     (b)  Section 103 of the 1925 Act shall not apply to this Current Issuer
          Deed of Charge and forthwith after the security has become
          enforceable in accordance with Clause 7.2 (Enforceable) the
          statutory power of sale, as extended by this


                                      15
<PAGE>

          Current Issuer Deed of Charge, and all other powers shall become
          immediately exercisable without notice to the Current Issuer and the
          provisions of the 1925 Act regulating the power of sale shall, so
          far as they relate to the Current Issuer Charged Property, be varied
          and extended accordingly.

7.4  Law of Property Act 1925: Subject, in the case of the Current Issuer
     Jersey Secured Property, to the provisions of the Jersey Security Law,
     the provisions of the 1925 Act relating to the power of sale and the
     other powers conferred by Section 101(1) and (2) are hereby extended in
     relation to the Current Issuer as if such extensions were contained in
     the 1925 Act such that at any time after the security constituted by this
     Current Issuer Deed of Charge has become enforceable in accordance with
     Clause 7.2 (Enforceable) above, the Note Trustee may in its absolute
     discretion:

     (a)  make demand in the name of the Current Issuer Secured Creditors or
          in its own right for any monies and liabilities in respect of the
          Current Issuer Charged Property;

     (b)  enforce any rights it may have in respect of the whole or any part
          of the Current Issuer Charged Property in such manner and upon such
          terms as the Note Trustee shall think fit;

     (c)  take possession of, get in and collect the Current Issuer Charged
          Property and perfect interests comprised therein;

     (d)  (subject to any restrictions under or in respect of the relevant
          Current Issuer Charged Property) sell, transfer, convey, dispose of,
          vary or otherwise deal with, and also grant any option to purchase,
          and effect exchanges of, the whole or any part of Current Issuer
          Charged Property or any interest therein in such manner, for such
          consideration (if any) and generally upon such terms (including by
          deferred payment or payment by instalments) as it may think fit
          and/or to concur in any of the foregoing (and nothing shall preclude
          any such disposal being made to a Current Issuer Secured Creditor);

     (e)  carry out any transaction, scheme or arrangement which the Note
          Trustee may, in its absolute discretion, consider appropriate with a
          view to or in connection with the sale of the Current Issuer Charged
          Property;

     (f)  do all or any of the things or exercise all or any of the powers,
          authorities and discretions conferred expressly or by implication on
          any Receiver under Clause 9.6 (Powers of the Receiver) or otherwise
          under this Current Issuer Deed of Charge; and/or

     (g)  exercise all or any of the powers conferred on mortgagees by the
          1925 Act as varied or extended by this Current Issuer Deed of Charge
          and any other rights and remedies that may be conferred by statute
          or common law or in equity on mortgagees or receivers.



                                      16
<PAGE>

8.   Upon Enforcement

8.1  Service of a Current Issuer Note Enforcement Notice: Without prejudice to
     the effectiveness of any service of a Current Issuer Note Enforcement
     Notice, the Note Trustee shall as soon as is practicable notify each of
     the following parties of the enforcement of the Current Issuer Security
     (whether by service of a copy of any Current Issuer Note Enforcement
     Notice or otherwise):

     (a)  the Seller;

     (b)  Funding;

     (c)  the Account Bank, the Cash Manager and the Current Issuer Cash
          Manager;

     (d)  the Paying Agents and the other Agents under the Current Issuer
          Paying Agent and Agent Bank Agreement;

     (e)  the Current Issuer Swap Providers;

     (f)  the Corporate Services Provider; and

     (g)  each other Current Issuer Secured Creditor.

8.2  Crystallisation: From and including the date when the Note Trustee serves
     a Current Issuer Note Enforcement Notice (which has not been withdrawn)
     on the Current Issuer:

     (a)  notwithstanding any provision hereof or of any other Current Issuer
          Transaction Document no amount may be withdrawn from the Current
          Issuer Bank Accounts except with the prior written consent of the
          Note Trustee; and

     (b)  if not already crystallised, any charge created by this Current
          Issuer Deed of Charge which is a floating charge shall crystallise.

8.3  Current Issuer Post-Enforcement Priority of Payments: At any time after
     the security created by this Current Issuer Deed of Charge has become
     enforceable in accordance with Clause 7.2 (Enforceable) and provided that
     the relevant Current Issuer Note Event of Default has not been waived in
     accordance with the provisions of this Current Issuer Deed of Charge,
     Current Issuer Available Revenue Receipts, Current Issuer Available
     Principal Receipts and all other monies (excluding Swap Collateral
     Excluded Amounts) paid to or received or recovered by or on behalf of the
     Current Issuer or the Note Trustee or any Receiver appointed on its
     behalf, including all proceeds following any sale, realisation or
     enforcement of the security created under this Current Issuer Deed of
     Charge and all amounts (excluding Swap Collateral Excluded Amounts) not
     previously distributed and/or standing to the credit of any Current
     Issuer Bank Account and Swap Collateral Account shall (if not already
     received by the Note Trustee) be paid to and held by the Note Trustee on
     trust to apply the same (save to the extent otherwise required by
     applicable law) in accordance with the order of priority of the Current
     Issuer Post-Enforcement Priority of Payments (as the same may be amended
     or varied from time to time) as set out on the date hereof in Schedule 2
     (Current Issuer Post-Enforcement Priority of Payments) to this Current
     Issuer Deed of Charge.



                                      17
<PAGE>

8.4  Certification of Amounts:

     (a)  The Note Trustee shall be entitled to rely on (and to accept as
          conclusive evidence save in the case of manifest error) a
          certificate from each Current Issuer Secured Creditor as to the
          amounts owed to such Current Issuer Secured Creditor under the
          Current Issuer Transaction Documents. The Note Trustee shall not
          take into account for the purpose of the application of moneys in
          accordance with the Current Issuer Post-Enforcement Priority of
          Payments any amounts of which it has not been notified by the
          intended recipient on or prior to the date in question.

     (b)  Each Current Issuer Secured Creditor will, at all times, promptly
          provide the Note Trustee and/or any Receiver on request with a
          certificate setting out detailed information as to the amount of the
          Current Issuer Secured Obligations to which such Current Issuer
          Secured Creditor is entitled and such other information as the Note
          Trustee and/or any Receiver may require to enable or facilitate the
          Note Trustee and/or any Receiver to perform its functions hereunder
          or under any of the Current Issuer Transaction Documents, such
          certificate to be in a form required by the Note Trustee and/or any
          Receiver. In determining the respective entitlements of the Current
          Issuer Secured Creditors hereunder, such certificates shall be
          binding on all of the Current Issuer Secured Creditors.

8.5  Retention Account: If the Note Trustee enforces the security created
     under this Current Issuer Deed of Charge at a time when either no amounts
     or not all amounts owing in respect of the Current Issuer Secured
     Obligations have become due and payable or any of the Current Issuer
     Secured Obligations are at such time contingent or future, the Note
     Trustee or a Receiver may, for so long as no such amounts or not all such
     amounts have become due and payable or any of the Current Issuer Secured
     Obligations are at such time contingent or future, pay any monies
     referred to in Clause 8.3 (Current Issuer Post-Enforcement Priority of
     Payments), as the case may be, into, and retain such monies in, an
     interest-bearing account (a "retention account") to be held by it as
     security and applied by it in accordance with Clause 8.3 (Current Issuer
     Post-Enforcement Priority of Payments) as and when any of the amounts
     referred to therein become due and payable.

8.6  Note Trustee Rights upon Enforcement: In addition to any other rights
     expressly provided herein, for the period commencing upon the service of
     a Current Issuer Note Enforcement Notice and terminating upon the
     notification to the Current Issuer Secured Creditors by the Note Trustee
     that all Current Issuer Secured Obligations have been satisfied in full:

     (a)  (provided such Current Issuer Secured Creditor has received a copy
          of, or other notice of the service on the Current Issuer of, any
          such Current Issuer Note Enforcement Notice) each Current Issuer
          Secured Creditor agrees that it will pay to the Note Trustee or the
          Receiver, as the case may be, all monies received or recovered by
          such Current Issuer Secured Creditor (whether by way of set-off or
          otherwise) in order that such amounts may be applied by the Note
          Trustee in accordance with Clause 8.3 (Current Issuer
          Post-Enforcement Priority of Payments);



                                      18
<PAGE>

     (b)  save as otherwise expressly provided in this Current Issuer Deed of
          Charge or as required by the Note Trustee, all payments under or
          arising from this Current Issuer Deed of Charge and all amounts
          payable to the Current Issuer by any party to this Current Issuer
          Deed of Charge under any Current Issuer Transaction Document shall
          be paid to the Note Trustee or to its order;

     (c)  save as otherwise expressly provided in this Current Issuer Deed of
          Charge, all rights or remedies provided for by this Current Issuer
          Deed of Charge or available at law or in equity to the Current
          Issuer Secured Creditors are exercisable by the Note Trustee;

     (d)  save as otherwise expressly provided in this Current Issuer Deed of
          Charge, all rights to compel performance of the Current Issuer
          Transaction Documents are exercisable by the Note Trustee; and

     (e)  all payments in respect of the Current Issuer Secured Obligations
          shall operate in satisfaction pro tanto of the Current Issuer's
          covenants to the relevant Current Issuer Secured Creditors.

9.   Receiver

9.1  Appointment: At any time after the security constituted hereunder becomes
     enforceable, and whether or not the Note Trustee has taken possession of
     the Current Issuer Charged Property, the Note Trustee may appoint, by
     writing or by deed, such person or persons (including an officer or
     officers of the Note Trustee) as the Note Trustee thinks fit to be a
     receiver, a receiver and manager or an administrative receiver of the
     Current Issuer Charged Property or any part thereof (each a "Receiver")
     and, in the case of an appointment of more than one person, to act
     together or independently of the other or others.

9.2  Removal and Replacement: Except as otherwise required by statute, the
     Note Trustee may by writing or by deed remove a Receiver and appoint
     another in its place or to act with a Receiver and the Note Trustee may
     apply to the court for an order removing an administrative receiver.

9.3  Extension of Appointment: The exclusion of any part of the Current Issuer
     Charged Property from the appointment of the Receiver shall not preclude
     the Note Trustee from subsequently extending its appointment (or that of
     the Receiver replacing it) to that part of the Current Issuer Charged
     Property or appointing another Receiver over any other part of the
     Current Issuer Charged Property.

9.4  Agent of Current Issuer: The Receiver shall, so far as the law permits,
     be the agent of the Current Issuer and the Current Issuer alone shall be
     responsible for the Receiver's contracts, engagements, acts, omissions,
     misconduct, negligence or default and for liabilities incurred by it; and
     in no circumstances whatsoever shall the Note Trustee or any Current
     Issuer Secured Creditor be in any way responsible for or incur any
     liability in connection with its contracts, engagements, acts, omissions,
     misconduct, negligence or default, and if a liquidator of the Current
     Issuer shall be appointed, the Receiver shall act as principal and not as
     agent for the Note Trustee. Notwithstanding the generality of the
     foregoing, such Receiver shall in the exercise of its powers, authorities
     and discretions conform to the regulations or directions (if any)


                                      19
<PAGE>

     from time to time made and given by the Note Trustee.

9.5  Remuneration: Subject as provided otherwise by applicable law, the
     remuneration of the Receiver shall be fixed by the Note Trustee and may
     be or include a commission calculated by reference to the gross amount of
     all monies received or otherwise. Such remuneration and such commission
     (if any) shall be payable hereunder by the Current Issuer alone subject
     always to Clause 8.3 (Current Issuer Post-Enforcement Priority of
     Payments) and the amount of such remuneration shall form part of the
     Current Issuer Secured Obligations and shall accordingly be secured on
     the Current Issuer Charged Property under the security created by this
     Current Issuer Deed of Charge.

9.6  Powers of the Receiver: Subject, in the case of the Current Issuer Jersey
     Secured Property, to the provisions of the Jersey Security Law, the
     Receiver of the Current Issuer, in addition to any powers conferred on an
     administrative receiver, receiver, manager or receiver and manager by
     statute or common law, shall have the power to:

     (a)  take possession of, get in and collect the Current Issuer Charged
          Property;

     (b)  (subject to any restrictions under or in respect of relevant Current
          Issuer Charged Property) sell, transfer, convey, license, release or
          otherwise dispose of vary or deal with, and also grant any option to
          purchase, and effect exchanges of, the whole or any part of the
          Current Issuer Charged Property or any interest therein and grant or
          accept surrenders, disclaimers and variations in relation to or
          otherwise affecting the Current Issuer Charged Property in each case
          in such manner, for such consideration (if any) and generally upon
          such terms (including by deferred payment of payment by instalments)
          as it may think fit and/or concur in any of the foregoing (and
          nothing shall preclude any such disposal being made to a Current
          Issuer Secured Creditor);

     (c)  carry out any transaction, scheme or arrangement which it may, in
          its absolute discretion, consider appropriate with a view to or in
          connection with the sale of the Current Issuer Charged Property;

     (d)  insure the Current Issuer Charged Property against such risks and
          for such amounts as it may consider prudent and obtain bonds and
          performance guarantees;

     (e)  otherwise protect, maintain or improve, the Current Issuer Charged
          Property or any part thereof in any manner and for any purpose
          whatsoever as it shall think fit;

     (f)  transfer all or any of the Current Issuer Charged Property and/or
          any of the liabilities to any other company or body corporate,
          whether or not formed or acquired for the purpose (and whether or
          not a subsidiary or associated company of the Note Trustee or any
          other party to the Current Issuer Transaction Documents) and to form
          a subsidiary or subsidiaries of the Current Issuer;

     (g)  carry on and manage or concur in managing or appoint a manager of,
          the whole or any part of the business of the Current Issuer in such
          manner as it shall in its absolute discretion think fit including
          the power to enter into any


                                      20
<PAGE>

          contract and to perform, repudiate, rescind or vary any contract to
          which the Current Issuer is a party;

     (h)  sell or concur in selling the whole or any part of the Current
          Issuer's business whether as a going concern or otherwise;

     (i)  appoint, dismiss, engage or vary the terms of employment of any
          employees, managers, agents or advisers of the Current Issuer upon
          such terms as to remuneration and otherwise for such periods as it
          may in its absolute discretion think fit;

     (j)  in connection with the exercise or proposed exercise of any of its
          powers or in order to obtain payment of its remuneration or
          reimbursement of its expenses (in each case, whether or not already
          due), borrow or raise money from any person, without security or on
          the security of the Current Issuer Charged Property (either in
          priority to the security constituted by this Current Issuer Deed of
          Charge or otherwise) and generally in such manner and on such terms
          as it may think fit;

     (k)  bring, defend, submit to arbitration, negotiate, compromise,
          enforce, abandon and settle actions, suits, claims and proceedings
          concerning or affecting the Current Issuer Charged Property or the
          security created under this Current Issuer Deed of Charge;

     (l)  exercise any powers, discretions, voting, conversion or other rights
          or entitlements in relation to any of the Current Issuer Charged
          Property or incidental to the ownership of or rights in or to any of
          the Current Issuer Charged Property and to complete or effect any
          transaction entered into by the Current Issuer or disclaim, abandon
          or modify all or any of the outstanding contracts or arrangements of
          the Current Issuer relating to or affecting the Current Issuer
          Charged Property;

     (m)  generally carry out, or cause to be carried out any transaction or
          scheme or arrangement whatsoever, whether similar or not to any of
          the foregoing, in relation to the Current Issuer Charged Property
          which it may consider expedient as effectual as if it were solely
          and absolutely entitled to the Current Issuer Charged Property;

     (n)  in connection with the exercise of any of its powers, execute or do,
          or cause or authorise to be executed or done, on behalf of or in the
          name of the Current Issuer or otherwise, as it may think fit, all
          documents, acts or things which it may consider appropriate;

     (o)  redeem, discharge or compromise any security whether or not having
          priority to the security created hereunder;

     (p)  enter into covenants, guarantees, commitments, indemnities and other
          obligations or liabilities as it shall think fit;

     (q)  pay and discharge out of the profits and income of the Current
          Issuer Charged Property and the monies to be made by it carrying on
          any such business as


                                      21
<PAGE>

          aforesaid the expenses in and about the carrying on and management
          of such business or in the exercise of any of the powers conferred
          by Clause 9 (Receivers) or otherwise in respect of the Current
          Issuer Charged Property and all outgoings which it shall think fit
          to pay and to apply the residue of the said profits, income or
          monies in the manner provided by Clause 8.3 (Current Issuer
          Post-Enforcement Priority of Payments); and

     (r)  exercise any other powers, rights and/or remedies that may be
          available at law or in equity including the powers referred to in
          Section 1 of the Insolvency Act 1986.

9.7  Security: The Note Trustee may from time to time and at any time require
     any such Receiver to give security for the due performance of its duties
     and may fix the nature and amount of the security to be so given but the
     Note Trustee shall not be bound in any such case to require any such
     security.

9.8  Application by Receiver: Save so far as otherwise directed by the Note
     Trustee, all monies from time to time received by such Receiver shall be
     paid over to the Note Trustee to be held by it on the trusts declared
     under this Current Issuer Deed of Charge and to be distributed in
     accordance with Clause 8.3 (Current Issuer Post-Enforcement Priority of
     Payments).

9.9  Payment to Receiver: The Note Trustee may pay over to such Receiver any
     monies constituting part of the Current Issuer Charged Property for the
     same to be applied for the purposes of this Current Issuer Deed of Charge
     by such Receiver and the Note Trustee may from time to time determine
     what funds the Receiver shall be at liberty to keep in hand with a view
     to the performance of its duties as such Receiver.

9.10 No Restrictions: None of the restrictions imposed by the 1925 Act in
     relation to the appointment of receivers or the giving of notice or
     otherwise shall apply in relation to the Receiver.

9.11 Petition for Administration: Upon receipt of notice of a petition to a
     court of competent jurisdiction for an administration order in relation
     to the Current Issuer or other order having substantially the same effect
     to be made on application by a creditor or creditors of the Current
     Issuer, the Note Trustee shall, subject to it being indemnified to its
     satisfaction, as soon as practicable appoint a Receiver in accordance
     with this Current Issuer Deed of Charge (who shall, to the extent
     permitted by law, be an "administrative receiver" under Section 29 (2) of
     the Insolvency Act 1986) of the whole of the Current Issuer Charged
     Property and the Note Trustee shall instruct the Receiver to attend at
     the hearing of the petition and take such steps as are necessary to
     prevent the appointment of an administrator. The Current Issuer Secured
     Creditors shall co-operate and do all acts and enter into such further
     documents, deeds or agreements as the Note Trustee may deem necessary or
     desirable to ensure that an administration order is not made and that an
     administrative receiver is appointed.

10.  Further Assurance and Power of Attorney

10.1 Further Assurance: The Current Issuer covenants with and undertakes to
     the Note Trustee from time to time (notwithstanding that the security may
     not have become enforceable and the Note Trustee may not have served any
     Current Issuer Note


                                      22
<PAGE>

     Enforcement Notice) upon demand:

     (a)  to execute, at the Current Issuer's cost, any document or do any act
          or thing which the Note Trustee or any Receiver may specify
          (including executing such Security Interests over its rights in and
          over the Current Issuer Charged Property and any other assets of the
          Current Issuer in such form as the Note Trustee and/or any Receiver
          may require) with a view to:

          (i)    registering, perfecting, protecting or improving any charge or
                 security or Security Interest (including any Jersey Security
                 Interest) created or intended to be created by or pursuant to
                 this Current Issuer Deed of Charge (including any act or
                 document which may be required or desirable under the laws of
                 any jurisdiction in which any property or assets may be located
                 in order to confer on the Note Trustee security over such
                 property and assets equivalent or similar to the security
                 intended to be conferred by or pursuant to this Current Issuer
                 Deed of Charge) and in such form as the Note Trustee or the
                 Receiver may specify; and/or

          (ii)   facilitating the realisation of or enforcement of rights of,
                 all or any part of the Current Issuer Charged Property
                 (including any Current Issuer Jersey Secured Property) or the
                 exercise, or proposed exercise, of any of the powers, duties or
                 discretions vested or intended to be vested in the Note Trustee
                 or such Receiver by or pursuant to this Current Issuer Deed of
                 Charge or doing any act or thing deemed necessary by the Note
                 Trustee or the Receiver;

     (b)  to give or join in giving or procure the giving of any notices to
          any persons and obtain or procure that there is obtained any
          necessary acknowledgements in relation to such notices, all in such
          form, as the Note Trustee or the Receiver may require at the cost of
          the Current Issuer,

     and for the purpose of this Clause 10.1 (Further Assurance) a certificate
     in writing signed by the Note Trustee to the effect that any particular
     assurance or thing is required by it shall be conclusive evidence of that
     fact provided that the Current Issuer shall not be obliged to execute any
     such documentation or take any other action or steps to the extent that
     it would breach a restriction in any agreement to which it is a party or
     conflict with any applicable law.

10.2 Execution of Power of Attorney: Immediately upon execution of this
     Current Issuer Deed of Charge, the Current Issuer shall execute and
     deliver to the Note Trustee the power of attorney in or substantially in
     the form set out in Schedule 1 (Form of Security Power of Attorney).

10.3 Current Issuer Charged Property on Trust: To the extent permitted to do
     so under the Current Issuer Transaction Documents, for the purpose of
     giving effect to this Current Issuer Deed of Charge, the Current Issuer
     hereby declares that, after service of a Current Issuer Note Enforcement
     Notice, it will hold all the Current Issuer Charged Property (subject to
     the right of redemption) upon trust to convey, assign or otherwise deal
     with such Current Issuer Charged Property in such manner and to such
     person as the Note Trustee shall direct pursuant to this Current Issuer
     Deed of Charge,


                                      23
<PAGE>

     and declares that it shall be lawful for the Note Trustee to appoint a
     new trustee or trustees of the Current Issuer Charged Property in place
     of the Current Issuer.

11.  Crystallisation

11.1 Notice: In addition and without prejudice to any other event resulting in
     a crystallisation of the floating charges created by this Current Issuer
     Deed of Charge or any other right the Note Trustee may have, the Note
     Trustee may, by notice in writing to the Current Issuer, declare that the
     floating charges hereby created shall be converted into first specific
     fixed charges over such of the undertaking, property and assets of the
     Current Issuer as the Note Trustee may specify in such notice at any time
     if:

     (a)  a Current Issuer Note Event of Default or a Current Issuer Potential
          Note Event of Default has occurred; or

     (b)  the Note Trustee believes that the Current Issuer Charged Property
          or any part thereof is in danger of being seized or sold under any
          form of distress, execution or diligence levied or is otherwise in
          jeopardy; or

     (c)  the Note Trustee considers that it is desirable in order to protect
          the priority of the security created by this Current Issuer Deed of
          Charge.

11.2 Automatic Crystallisation: In addition and without prejudice to any other
     event resulting in a crystallisation of the floating charge contained
     herein and without prejudice to any rule of law which may have a similar
     effect, the floating charge created under this Current Issuer Deed of
     Charge shall automatically and without notice be converted with immediate
     effect into a fixed charge as regards:

     (a)  all property, assets or undertaking of the Current Issuer subject to
          the floating charge, upon:

          (i)    the presentation of a petition for the compulsory winding-up of
                 the Current Issuer;

          (ii)   the convening of a meeting for the passing of a resolution for
                 the voluntary winding-up of the Current Issuer;

          (iii)  the presentation of a petition for the making of an
                 administration order in relation to the Current Issuer;

          (iv)   the presentation or making of an application for a warrant of
                 execution, writ of fieri facias, garnishee order or charging
                 order in respect of any of the assets of the Current Issuer
                 subject to the floating charge;

          (v)    the occurrence of a Current Issuer Note Event of Default;
                 and/or

     (b)  any property, assets or undertaking of the Current Issuer, which
          become subject to an Encumbrance in favour of any person other than
          the Note Trustee or which is/are the subject of a sale, transfer or
          other disposition, in either case, contrary to the covenants and
          undertakings contained in the Current


                                      24
<PAGE>

          Issuer Transaction Documents, immediately prior to such Encumbrance
          arising or such sale, transfer or other disposition being made.

12.  Provisions relating to the Security

12.1 Continuing Security: The security created under or pursuant to this
     Current Issuer Deed of Charge shall be:

     (a)  in addition to and independent of and shall not operate so as to
          prejudice or affect or merge in any other security, right of
          recourse or other right whatsoever which may be held by any of the
          Current Issuer Secured Creditors or the Note Trustee on their behalf
          in respect of the whole or any part of the Current Issuer Secured
          Obligations and shall not be affected by any release, reassignment
          or discharge of such other security; and

     (b)  a continuing security for the Current Issuer Secured Obligations and
          shall remain in force as continuing security for the Current Issuer
          Secured Creditors and shall not be considered as satisfied or
          discharged by any intermediate payment or settlement of the whole or
          any part of the Current Issuer Secured Obligations or the existence
          at any time of a credit balance on any current or other account or
          any other matter or thing whatsoever.

12.2 Consolidation: Section 93 of the 1925 Act shall not apply in relation to
     any of the charges contained in this Current Issuer Deed of Charge.

12.3 Ruling Off: If the Note Trustee receives notice of any Encumbrance
     affecting the whole or any part of the Current Issuer Charged Property or
     any security granted hereunder in contravention of the provisions hereof:

     (a)  the Note Trustee may open a new account in the name of the Current
          Issuer and, if it does not, it shall nevertheless be deemed to have
          done so at the time it received such notice; and

     (b)  all payments made by the Current Issuer to the Note Trustee after
          the Note Trustee receives such notice shall be credited or deemed to
          have been credited to the new account, and in no circumstances
          whatsoever shall operate to reduce the Current Issuer Secured
          Obligations as at the time the Note Trustee received such notice.

12.4 Avoidance of Payments: Any settlement, discharge or release between (a)
     the Current Issuer and (b) the Note Trustee or any Receiver (the
     "Relevant Person(s)") shall be conditional upon no security or payment
     granted or made to the Relevant Person(s) by the Current Issuer or any
     other person being avoided or reduced by virtue of any provisions or
     enactments relating to bankruptcy, insolvency or liquidation for the time
     being in force and, in the event of such security or payment being so
     avoided or reduced, the Relevant Person(s) shall be entitled to recover
     the value or amount of such security or payment from the Current Issuer
     and from the security subsequently as if such settlement, discharge or
     release had not occurred.

12.5 Retention of Charges: If the Note Trustee shall have reasonable grounds
     for believing that the Current Issuer may be insolvent or deemed to be
     insolvent pursuant


                                      25
<PAGE>

     to the provisions of the Insolvency Act 1986 (and production of a
     solvency certificate of a duly authorised officer of the Current Issuer
     shall be prima facie evidence of the solvency of the Current Issuer) as
     at the date of any payment made by the Current Issuer to the Note Trustee
     and that as a result, such payment may be capable of being avoided or
     clawed back, the Note Trustee shall be at liberty to retain the charges
     contained in or created pursuant to this Current Issuer Deed of Charge
     until the expiry of a period of one month plus such statutory period
     within which any assurance, security, guarantee or payment can be avoided
     or invalidated after the payment and discharge in full of all Current
     Issuer Secured Obligations notwithstanding any release, settlement,
     discharge or arrangement which may be given or made by the Note Trustee
     on, or as a consequence of, such payment or discharge of liability
     provided that, if at any time within such period, a petition shall be
     presented to a competent court for an order for the winding up or the
     making of an administration order in respect of the Current Issuer, or if
     the Current Issuer shall commence to be wound up or to go into
     administration or any analogous proceedings shall be commenced by or
     against the Current Issuer, as the case may be, the Note Trustee shall be
     at liberty to continue to retain such security for such further period as
     the Note Trustee may determine and such security shall be deemed to
     continue to have been held as security for the payment and discharge to
     the Note Trustee of all Current Issuer Secured Obligations.

12.6 Possession: Entry into possession of the Current Issuer Charged Property
     or any part thereof shall not render the Note Trustee or any Receiver of
     the Current Issuer liable to account as mortgagee in possession for
     anything except actual receipts. If and whenever the Note Trustee or the
     Receiver enters into possession of the Current Issuer Charged Property,
     it shall be entitled at any time to go out of such possession.

12.7 Change of Name, etc.: This Deed shall remain valid and enforceable
     notwithstanding any change in the name, composition or constitution of
     the Note Trustee or the Current Issuer or any amalgamation, merger or
     consolidation by the Note Trustee or the Current Issuer, with any other
     corporation (whether, in the case of the Current Issuer, permitted under
     the Current Issuer Transaction Documents or not).

13.  Protection of Third Parties

13.1 No Enquiry: No purchaser from, or other person dealing with, the Note
     Trustee or a Receiver shall be concerned to enquire whether any of the
     powers exercised or purported to be exercised under this Current Issuer
     Deed of Charge has arisen or become exercisable, whether the Current
     Issuer Secured Obligations remain outstanding or have become payable,
     whether the Note Trustee or the Receiver is authorised to act or as to
     the propriety or validity of the exercise or purported exercise of any
     power; and the title and the position of such a purchaser or other person
     shall not be impeachable by reference to any of those matters and all the
     protection to purchasers contained in Sections 104 and 107 of the 1925
     Act shall apply to any person purchasing from or dealing with the Note
     Trustee or any such Receiver.

13.2 Receipts to Current Parties: Upon any sale, calling in, collection,
     enforcement or other realisation of the Current Issuer Charged Property
     in accordance with the terms hereof and upon any other dealing or
     transaction under or pursuant to this Current Issuer Deed of Charge, the
     receipt of the Note Trustee or any Receiver shall be an absolute and a
     conclusive discharge to a purchaser or other person dealing with the


                                      26
<PAGE>

     Note Trustee or such Receiver and shall relieve it of any obligation to
     see to the application of any monies paid to or by the direction of the
     Note Trustee or such Receiver.

14.  Set-Off

     The Note Trustee may at any time after the security created under this
     Current Issuer Deed of Charge has become enforceable in accordance with
     Clause 7.2 (Enforceable) without notice and notwithstanding any
     settlement of account or other matter whatsoever combine or consolidate
     all or any existing accounts of the Current Issuer whether in its own
     name or jointly with others and held by it or any Current Issuer Secured
     Creditor and may set-off or transfer all or any part of any credit
     balance or any sum standing to the credit of any such account (whether or
     not the same is due to the Current Issuer from the Note Trustee or
     relevant Current Issuer Secured Creditor and whether or not the credit
     balance and the account in debit or the Current Issuer Secured
     Obligations are expressed in the same currency in which case the Note
     Trustee is hereby authorised to effect any necessary conversions at its
     prevailing rates of exchange) in or towards satisfaction of any of the
     Current Issuer Secured Obligations (and on or at any time after the
     security created under this Current Issuer Deed of Charge has become
     enforceable in accordance with Clause 7.2 (Enforceable) the Security
     Trustee may make such application notwithstanding any specified maturity
     of any deposits), but subject always to the Current Issuer Priority of
     Payments, and may in its absolute discretion estimate the amount of any
     liability of the Current Issuer which is contingent or unascertained and
     thereafter set-off such estimated amount and no amount shall be payable
     by the Note Trustee to the Current Issuer unless and until all the
     Current Issuer Secured Obligations have been ascertained and fully repaid
     or discharged.

15.  Representations and Covenants

15.1 Representations and Warranties:

     (a)  The Current Issuer hereby represents to the Note Trustee that it is,
          as of the date hereof, the beneficial owner of all of the Current
          Issuer Charged Property free and clear of all liens, claims, charges
          or Encumbrances except those specifically created by this Current
          Issuer Deed of Charge and undertakes that it will retain all rights
          associated with ownership of the Current Issuer Charged Property
          free and clear of all liens, claims, charges, Encumbrances except
          those specifically created by this Current Issuer Deed of Charge or
          any other Current Issuer Transaction Document.

     (b)  The Current Issuer represents that it has taken all necessary steps
          to enable it to create the Security Interests in respect of the
          Current Issuer Charged Property in accordance with this Current
          Issuer Deed of Charge and has taken no action or steps which will or
          may prejudice its right, title and interest in, to and under the
          Current Issuer Charged Property.

15.2 Negative Covenants: The Current Issuer hereby undertakes that, for so
     long as any Current Issuer Secured Obligation remains outstanding, the
     Current Issuer shall not, save to the extent contemplated or provided in
     the Current Issuer Transaction Documents or unless it has obtained the
     prior written consent of the Note Trustee:



                                      27
<PAGE>

     (a)  open or maintain any bank account or deposit account with any bank
          or any other financial institution other than the Current Issuer
          Bank Accounts or close the Current Issuer Bank Accounts;

     (b)  either in a single transaction or in a series of transactions,
          whether related or not and whether voluntarily or involuntarily,
          sell, transfer, lease or otherwise dispose of or grant any option
          over all or any part of its property, assets or undertaking or any
          interest, estate, right, title or benefit therein or agree or
          purport to do any of the foregoing;

     (c)  create or permit to subsist any Security Interest (unless arising by
          operation of law) over or in respect of any of its property, assets
          (including any uncalled capital) or undertaking, present or future;

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

     (e)  pay any dividend or make any other distribution to its shareholder
          or issue any further shares;

     (f)  consolidate or merge with any other person or convey or transfer its
          properties or assets substantially as an entirety to any other
          person;

     (g)  consent to any amendment to, or variation of or agree to waive or
          authorise any breach of any provision of any of the Current Issuer
          Transaction Documents or permit any person whose obligations form
          part of the Current Issuer Charged Property to be released from its
          respective obligations;

     (h)  offer to surrender to any company any amounts which are available
          for surrender by way of group relief within Chapter IV of Part X of
          the Income and Corporation Taxes Act 1988 except for full payment at
          the current applicable rate of corporation tax applied to the
          surrendered amount and payable at the date when corporation tax is
          due to be paid by the claimant or would be due in the absence of the
          surrender;

     (i)  do any act or thing the effect of which would be to make the Current
          Issuer resident in any jurisdiction other than the United Kingdom;

     (j)  permit any person other than the Current Issuer and the Note Trustee
          to have any equitable interest in any of its property, assets or
          undertakings or any interest, estate, right, title or benefit
          therein;

     (k)  purchase or otherwise acquire any Note or Notes (including the
          Current Issuer Notes); or

     (l)  engage in any activities in the United States (directly or through
          agents), nor derive any income from United States sources as
          determined under United States income tax principles and 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 States as
          determined under United States tax principles.



                                      28
<PAGE>

15.3 Positive covenants: The Current Issuer covenants and undertakes with the
     Note Trustee for the benefit of the Current Issuer Secured Creditors that
     it shall:

     (a)  Registration of Security: file or procure the filing with the
          Registrar of Companies pursuant to Chapter I of Part XII of the
          Companies Act 1985 of duly completed Forms 395 together with an
          executed original of this Current Issuer Deed of Charge and the
          required fee within 21 days after the date of this Current Issuer
          Deed of Charge;

     (b)  Notice of Assignment: on the date hereof join with the Note Trustee
          in giving notice of the assignments and the security created under
          or pursuant to this Current Issuer Deed of Charge to Funding, the
          Security Trustee and each other party to any Current Issuer
          Transaction Document not being a party to this Current Issuer Deed
          of Charge and for the purposes of the Jersey Security Interests to
          any person from whom the Current Issuer would have been entitled to
          claim the collateral (but for the Jersey Security Interests) and on
          any date hereafter (to the extent only that such notice and
          acknowledgement is not given under or pursuant to this Current
          Issuer Deed of Charge) join with the Note Trustee in giving notice
          of the assignments and the security created under this Current
          Issuer Deed of Charge to any party to a Current Issuer Transaction
          Document entered into by the Current Issuer after the date hereof
          and, for the purposes of the Jersey Security Interests, to any
          person from whom the Current Issuer would have been entitled to
          claim the collateral (but for the Jersey Security Interests), in
          each case in the form (or substantially in the form) set out in
          Schedule 3 (Form of Notice of Assignment);

     (c)  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 relevant legal and
          accounting requirements for the time being and all requirements for
          the time being of any stock exchange on which the Current Issuer
          Notes are listed;

     (d)  Books and Records: at all times keep or procure the keeping of 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 or persons
          appointed by the Note Trustee free access to such books of account
          and records at all reasonable times during normal business hours
          upon reasonable notice in writing, provided that such inspection
          shall only be for the purposes of carrying out its duties under this
          Current Issuer Deed of Charge and any information so obtained shall
          only be used and passed on to any other person for the purpose of
          the Note Trustee carrying out its duties under this Current Issuer
          Deed of Charge;

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



                                      29
<PAGE>

     (f)  Certificates Relating to Financial Information: give to the Note
          Trustee (a) within seven 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 before delivering 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 Current Issuer
          Note Event of Default or any Current Issuer Potential Note Event of
          Default (or if such then 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 this Current Issuer Deed of Charge and each
          of the other Current Issuer Transaction Documents or (if such is not
          the case) specifying the respects in which it has not so complied;

     (g)  Further Assurances: so far as permitted by applicable law, at all
          times execute all such further documents and do all such further
          acts and things as may be necessary at any time or times in the
          opinion of the Note Trustee to give effect to this Current Issuer
          Deed of Charge and the other Current Issuer Transaction Documents;

     (h)  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 each 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 any such other party to any
          Current Issuer Transaction Document;

     (i)  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 this Current Issuer Deed of Charge) for the
          purpose of the discharge or exercise of the duties, trusts, powers,
          authorities and discretions vested in it under this Current Issuer
          Deed of Charge or by operation of law;

     (j)  Taxes: duly and promptly pay and discharge all Taxes imposed upon it
          or its assets unless such Taxes are, in the opinion of the Note
          Trustee, being contested in good faith by the Current Issuer;

     (k)  Basis Rate Swap Agreement: in the event of termination of the
          Current Issuer Basis Rate Swap Agreement, notify the Note Trustee
          and the Rating Agencies and use its best efforts to enter into a
          replacement basis rate swap agreement


                                      30
<PAGE>

          upon terms acceptable to the Rating Agencies and the Note Trustee
          with a basis rate swap provider whom the Rating Agencies have
          previously confirmed in writing to the Current Issuer and the Note
          Trustee will not cause the then-current ratings of the Current
          Issuer Notes to be downgraded, withdrawn or qualified;

     (l)  Series 3 Class A Interest Rate Swap Agreement: in the event of
          termination of the Current Issuer Series 3 Class A Interest Rate
          Swap Agreement, notify the Note Trustee and the Rating Agencies and
          use its best efforts to enter into a replacement interest rate swap
          agreement upon terms acceptable to the Rating Agencies and the Note
          Trustee with an interest rate swap provider whom the Rating Agencies
          have previously confirmed in writing to the Current Issuer and the
          Note Trustee will not cause the then-current ratings of the Current
          Issuer Notes to be downgraded, withdrawn or qualified; and

     (m)  Currency Swap Agreements:

          (i)    Dollar Currency Swap Agreements: in the event of termination of
                 any Transaction (as defined in the Current Issuer Dollar
                 Currency Swap Agreements) under any Current Issuer Dollar
                 Currency Swap Agreement, notify the Note Trustee and the Rating
                 Agencies and use its best efforts to enter into a replacement
                 of that Transaction in respect of the Dollar Notes (or, as
                 applicable, the relevant class of the Dollar Notes) upon terms
                 acceptable to the Rating Agencies and the Note Trustee with a
                 dollar currency swap provider whom the Rating Agencies have
                 previously confirmed in writing to the Current Issuer and the
                 Note Trustee will not cause the then-current ratings of the
                 Current Issuer Notes to be downgraded, withdrawn or qualified;

          (ii)   Euro Currency Swap Agreements: in the event of termination of
                 any Transaction (as defined in the Current Issuer Euro
                 Currency Swap Agreements) under any Current Issuer Euro
                 Currency Swap Agreement, notify the Note Trustee and the
                 Rating Agencies and use its best efforts to enter into a
                 replacement of that Transaction in respect of the Euro Notes
                 (or, as applicable, the relevant class of the Euro Notes)
                 upon terms acceptable to the Rating Agencies and the Note
                 Trustee with a euro currency swap provider whom the Rating
                 Agencies have previously confirmed in writing to the Current
                 Issuer and the Note Trustee will not cause the then-current
                 ratings of the Current Issuer Notes to be downgraded,
                 withdrawn or qualified;

          (n)  Bank Accounts: in the event of termination of the Current
               Issuer Bank Account Agreement, subject to and in accordance
               with the provisions of the Current Issuer Bank Account
               Agreement use its reasonable endeavours to enter into a
               replacement bank account agreement;

          (o)  Cash Management Agreement: in the event of termination of the
               Current Issuer Cash Management Agreement, subject to and in
               accordance with the provisions of the Current Issuer Cash
               Management Agreement, use its reasonable endeavours to enter
               into a replacement cash management agreement.



                                      31
<PAGE>

     In addition to the foregoing, the Current Issuer hereby covenants with
     each of the Current Issuer Swap Providers, that it shall not make any
     amendment or modification to, or exercise any waiver in respect of, the
     Current Issuer Cash Management Agreement which would be adversely
     prejudicial to the interests of any Current Issuer Swap Provider, without
     the prior written consent of the affected Current Issuer Swap Provider
     save that to the extent required, such consent shall not be unreasonably
     withheld or delayed.

16.  Note Trustee Provisions

16.1 Supplement to Trustee Acts: It is hereby agreed that Clause 10
     (Supplement to Trustee Acts) of the Current Issuer Trust Deed shall be
     incorporated in and shall apply, mutatis mutandis, to this Current Issuer
     Deed of Charge (and for that purpose references therein to "these
     presents" or to "this Deed" shall be construed as references to this
     Current Issuer Deed of Charge) provided that for the purposes of Clause
     10.3(q) of the Current Issuer Trust Deed at any time after the redemption
     in full of the Current Issuer Notes, the Note Trustee shall have regard
     to the interests of the Current Issuer Secured Creditor which ranks next
     highest under the Current Issuer Post-Enforcement Priority of Payment.

16.2 Appointment, Removal and Retirement: It is hereby agreed that Clause 14
     (Appointment, Removal and Retirement of Note Trustee) of the Current
     Issuer Trust Deed shall be incorporated in and shall apply, mutatis
     mutandis, to this Current Issuer Deed of Charge (and for that purpose
     references therein to "these presents" or to "this Deed" shall be
     construed as references to this Current Issuer Deed of Charge) provided
     that for the purposes of this Current Issuer Deed of Charge it shall be
     an additional requirement that the Note Trustee under this Current Issuer
     Deed of Charge shall be the same person or persons as the Note Trustee
     under the Current Issuer Trust Deed.

16.3 Remuneration and Indemnification of Note Trustee: It is hereby agreed
     that Clause 9 (Remuneration and Indemnification of Note Trustee) of the
     Current Issuer Trust Deed shall be incorporated in and shall apply,
     mutatis mutandis, to this Current Issuer Deed of Charge (and for that
     purpose references therein to "these presents" or to "this Deed" shall be
     construed as references to this Current Issuer Deed of Charge).

16.4 Meetings of Noteholders: It is hereby agreed that Schedule 4 (Provisions
     for Meetings of Noteholders) of the Current Issuer Trust Deed shall be
     incorporated in and shall apply, mutatis mutandis, to this Current Issuer
     Deed of Charge.

16.5 Investment of Moneys: It is hereby agreed that Clause 8.3 (Authorised
     Investments) of the Current Issuer Trust Deed shall be incorporated in
     and shall apply, mutatis mutandis, to this Current Issuer Deed of Charge.

16.6 Acknowledgement: Each of the parties to this Current Issuer Deed of
     Charge hereby acknowledges that it is bound by the provisions of the
     Current Issuer Trust Deed which are incorporated by reference into this
     Current Issuer Deed of Charge and confirms that it has received a copy of
     the Current Issuer Trust Deed.



                                      32
<PAGE>

16.7 Jersey Law Waivers:

     (a)  Any right which at any time the Current Issuer has under the
          existing or future laws of Jersey whether by virtue of the droit de
          discussion or otherwise to require that recourse be had to the
          assets of any other person before any claim is enforced against the
          Current Issuer in respect of the obligations hereby assumed by the
          Current Issuer is hereby abandoned and waived.

     (b)  The Current Issuer undertakes that if at any time any person
          indemnified sues the Current Issuer in respect of any such
          obligations and the person in respect of whose obligations the
          indemnity is given is not sued also, the Current Issuer shall not
          claim that such person be made a party to the proceedings and the
          Current Issuer agrees to be bound by this indemnity whether or not
          it is made a party to legal proceedings for the recovery of the
          amount due or owing to the person indemnified, as aforesaid, by the
          person in respect of whose obligations the indemnity is given and
          whether the formalities required by any law of Jersey whether
          existing or future in regard to the rights or obligations of
          securities shall or shall not have been observed.

     (c)  Any right which the Current Issuer may have under the existing or
          future laws of Jersey whether by virtue of the droit de division or
          otherwise to require that any liability under the indemnity referred
          to in (b) above be divided or apportioned with any other person or
          reduced in any manner whatsoever is hereby abandoned and waived.

17.  Modification and Waiver

17.1 Modification: The Note Trustee may without the consent or sanction of the
     Noteholders or any other Current Issuer Secured Creditor 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 paragraph
     1 of Schedule 4 (Provisions for Meetings of Noteholders) to the Current
     Issuer Trust Deed) (i) to this Current Issuer Deed of Charge, the Current
     Issuer Notes, the Current Issuer Trust Deed or to any of the other
     Transaction Documents which in the opinion of the Note Trustee it may be
     proper to make PROVIDED THAT the Note Trustee is of the opinion that such
     modification will not be materially prejudicial to the interests of the
     Noteholders or (ii) to this Current Issuer Deed of Charge, the Current
     Issuer Notes, the Current Issuer Trust Deed or any of the other
     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. For the purposes of this Clause 17.1
     (Modification), a proposed modification will not materially harm the
     interest of any Noteholder solely as a result of any New Issuer executing
     a Deed of Accession pursuant to Clause 3.12 (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 Current
     Issuer and the Current Issuer Secured Creditors and, unless the Note
     Trustee agrees otherwise, shall be notified by the Current Issuer to the
     Noteholders in accordance with the Conditions and to the other Current
     Issuer Secured Creditors 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


                                      33
<PAGE>

     reasonably practicable thereafter of any modification to the provisions
     of this Current Issuer Deed of Charge, the Current Issuer Notes, the
     Current Issuer Trust Deed or any of the other Current Issuer Transaction
     Documents.

17.2 Waiver: Subject as expressly provided otherwise in the Current Issuer
     Notes or in any other Transaction Document, the Note Trustee may from
     time to time and at any time without the consent or sanction of the
     Noteholders or any other Current Issuer Secured Creditor 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 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 this Current Issuer Deed of
     Charge or in any of the other Transaction Documents or determine that any
     Current Issuer Note Event of Default shall not be treated as such for the
     purposes of this Current Issuer Deed of Charge, the Current Issuer Notes
     and the Current Issuer Trust Deed PROVIDED ALWAYS THAT the Note Trustee
     shall not exercise any powers conferred on it by this Clause 17.2
     (Waiver) in contravention of any express direction given by Extraordinary
     Resolution or by a request in writing of the relevant Noteholders in
     accordance with the 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:

     (a)  may be given or made on such terms and subject to such conditions
          (if any) as the Note Trustee may determine;

     (b)  shall be binding on the Noteholders and the other Current Issuer
          Secured Creditors, if, but only if, the Note Trustee shall so
          require; and

     (c)  shall be notified by the Current Issuer to the Noteholders in
          accordance with the Conditions and to the other Current Issuer
          Secured Creditors as soon as practicable thereafter.

     The provisions of this Clause 17.2 (Waiver) 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 this Current Issuer
     Deed of Charge, the Current Issuer Notes and the Current Issuer Trust
     Deed as permitted by the Trust Indenture Act.

18.  Miscellaneous Provisions

18.1 Evidence of Indebtedness: In any action, proceedings or claim relating to
     this Current Issuer Deed of Charge or the charges contained in this
     Current Issuer Deed of Charge, a statement as to any amount due to any
     Current Issuer Secured Creditor or of the Current Issuer Secured
     Obligations or any part thereof or a statement of any amounts which have
     been notified to the Note Trustee as being amounts due to any Current
     Issuer Secured Creditor which is certified as being correct by an officer
     of the Note Trustee or an officer of the relevant Current Issuer Secured
     Creditor shall, save in the case of manifest error, be conclusive
     evidence that such amount is in fact due and payable.

18.2 Liability: All the liabilities and obligations of the Current Issuer
     under or by virtue of this Current Issuer Deed of Charge shall not be
     impaired by:



                                      34
<PAGE>

     (a)  any failure of this Current Issuer Deed of Charge to be legal,
          valid, binding and enforceable as regards the Current Issuer whether
          as a result of a lack of corporate powers or of directors'
          authority, defective execution or for any other reason whatsoever;

     (b)  any giving of time, forbearance, indulgence or waiver as regards the
          Current Issuer;

     (c)  a discharge or release of the Current Issuer; or

     (d)  any other matter or event whatsoever whether similar to the
          foregoing or not which might have the effect of impairing all or any
          of its liabilities or obligations except proper and valid payment or
          discharge of all Current Issuer Secured Obligations and amounts
          whatsoever which this Current Issuer Deed of Charge provides are to
          be paid by the Current Issuer or an absolute discharge or release of
          the Current Issuer signed by the Current Issuer Secured Creditors
          and the Note Trustee.

18.3 Current Issuer Secured Creditors: Each Current Issuer Secured Creditor
     shall be bound by the provisions of this Current Issuer Deed of Charge as
     if it contained covenants by each Current Issuer Secured Creditor in
     favour of the Note Trustee and every other Current Issuer Secured
     Creditor to observe and be bound by all the provisions of this Current
     Issuer Deed of Charge expressed to apply to the Current Issuer Secured
     Creditors.

19.  Rights cumulative

     The respective rights of the Note Trustee, the Current Issuer Secured
     Creditors and any Receiver to this Current Issuer Deed of Charge 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, the Current Issuer Secured
     Creditors or any Receiver 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 this
     Current Issuer Deed of Charge are cumulative and not exclusive of any
     remedies provided by law.

20.  Assignment

     None of the Current Issuer Secured Creditors may assign, encumber or
     transfer all or any part of its rights or benefits and/or transfer its
     obligations under this Current Issuer Deed of Charge without the prior
     written consent of the Note Trustee.

21.  Non Petition Covenant; Corporate Obligations

21.1 Non Petition: Each of the parties hereto hereby agrees that it shall not
     institute against the Current Issuer any winding-up, administration,
     insolvency or similar proceedings for so long as any sum is outstanding
     under Current Issuer Notes or for two years plus one day since the last
     day on which any such sum was outstanding provided that the Note Trustee
     may prove or lodge a claim in the event of a liquidation initiated by any
     other person.



                                      35
<PAGE>

21.2 Corporate Obligations: To the extent permitted by law, no recourse under
     any obligation, covenant, or agreement of any person contained in this
     Current Issuer Deed of Charge shall be had against any shareholder,
     officer or director of such person as such, by the enforcement of any
     assessment or by any legal proceeding, by virtue of any statute or
     otherwise; it being expressly agreed and understood that this Agreement
     is a corporate obligation of each person expressed to be a party hereto
     and no personal liability shall attach to or be incurred by the
     shareholders, officers, agents or directors of such person as such, or
     any of them, under or by reason of any of the obligations, covenants or
     agreements of such person contained in this Current Issuer Deed of
     Charge, or implied therefrom, and that any and all personal liability for
     breaches by such person of any of such obligations, covenants or
     agreements, either under any applicable law or by statute or
     constitution, of every such shareholder, officer, agent or director is
     hereby expressly waived by each person expressed to be a party hereto as
     a condition of and consideration for the execution of this Current Issuer
     Deed of Charge.

22.  Notices

     Any notices or other communication or document to be given or delivered
     pursuant to this Current Issuer Deed of Charge 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,
          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, attention Corporate Trust
          (Global Structured Finance) (facsimile number 020 7964 6399);

     (c)  in the case of the Principal Paying Agent, the Agent Bank, the
          Registrar, the Transfer Agent or the Account Bank, to Citibank,
          N.A., 5 Carmelite Street, London, EC4Y 0PA;

     (d)  in the case of the Current Issuer Cash Manager 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;

     (e)  in the case of the U.S. Paying Agent, to Citibank, N.A., 111 Wall
          Street, 14th Floor, Zone 3, New York, N.Y. 10043, U.S.A. (facsimile
          number 212 657 3862) for the attention of Global Agency and Trust;



                                      36
<PAGE>

     (f)  in the case of the Basis Rate Swap Provider, 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;

     (g)  in the case of the Current Issuer Series 3 Class A Interest Rate
          Swap Provider to CDC IXIS Capital Markets, Cannon Bridge, 25 Dowgate
          Hill, London EC4R 2GN (facsimile number 020 7648 6911 for the
          attention of Valery Masson with a copy to CDC IXIS Capital Markets,
          56, Rue de Lille, 75356 Paris, France (facsimile number +33 1 40 49
          13 03) for the attention of Emmanuel Baud (Joint Head of Back
          Office) and Sophie Gallouin (Head of Derivatives Back Office);

     (h)  in the case of the Dollar Currency Swap Provider to Banque AIG, 5th
          Floor, One Curzon Street, London W1 5RT (facsimile number 020 7659
          7200) for the attention of the Branch Manager;

     (i)  in the case of the Euro Currency Swap Provider to ABN AMRO Bank
          N.V., London, 199 Bishopsgate, London EC2M 3XW (facsimile number 020
          7857 9430/9428) for the attention of Head of Derivative Operations);

     (j)  in the case of the Corporate Services Provider, to Law Debenture
          Corporate Services Limited, Fifth Floor, 100 Wood Street, London
          EC2V 7EX (facsimile number 020 7606 0643) for the attention of the
          Company Secretary;

     (k)  in the case of Moody's, to Moody's Investor Services, 1st Floor, 2
          Minster Court, Mincing Lane, London EC3R 7XB (facsimile number 020
          7772 5400) for the attention of Head of Monitoring Group, Structured
          Finance;

     (l)  in the case of S&P, to Standard & Poor's, Garden House, 18 Finsbury
          Circus, London EC2M 7BP (facsimile number 020 7826 3598) for the
          attention of the Structured Finance Surveillance Group; and

     (m)  in the case of Fitch, to Fitch Ratings Limited, Eldon House, 2 Eldon
          Street, London EC2M 7UA (facsimile number: 020 7417 6262) for the
          attention of European 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 22 (Notices).

23.  Third Party Rights

     A person who is not a party to this Current Issuer Deed of Charge 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.

24.  Execution in Counterparts; Severability

24.1 Counterparts: This Deed may be executed in any number of counterparts
     (manually or by facsimile) and by different parties hereto in separate
     counterparts, each of which


                                      37
<PAGE>

     when so executed shall be deemed to be an original and all of which when
     taken together shall constitute one and the same instrument.

24.2 Severability: Where any provision in or obligation under this Current
     Issuer Deed of Charge shall be invalid, illegal or unenforceable in any
     jurisdiction, the validity, legality and enforceability of the remaining
     provisions or obligations under this Current Issuer Deed of Charge, or of
     such provision or obligation in any other jurisdiction, shall not be
     affected or impaired thereby.

25.  Governing Law and Jurisdiction; Appropriate Forum

25.1 Governing Law: This Deed is governed by, and shall be construed in
     accordance with, English law, save that those parts of this Current
     Issuer Deed of Charge concerned with the creation, subsistence or
     enforcement of the Jersey Security Interests shall be governed by, and
     shall be construed in accordance with Jersey law.

25.2 Jurisdiction: 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 Current Issuer Deed of Charge and, for such
     purposes, irrevocably submits to the jurisdiction of such courts.

25.3 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 this Current Issuer Deed of Charge has been executed by
the parties hereto as a deed which has been delivered on the date first
appearing on page one.



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<PAGE>


                                  SCHEDULE 1


                      FORM OF SECURITY POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [o] 2003 by Granite Mortgages 03-2 plc
(registered number 4684567) a private limited liability company incorporated
under the laws of England and Wales whose registered office is at Fifth Floor,
100 Wood Street, London EC2V 7EX (the "Principal").

WHEREAS

(1)  By virtue of a Deed (as amended, varied, supplemented or novated from
     time to time the "Current Issuer Deed of Charge") dated [o] 2003 between
     Granite Mortgages 03-2 plc, The Bank of New York as Note Trustee and
     others, provision was made for the execution by the Principal of this
     Power of Attorney.

(2)  Words and phrases in this Power of Attorney shall (save where expressed
     to the contrary) have the same meanings respectively as the words and
     phrases in the Current Issuer Deed of Charge.

NOW THIS POWER OF ATTORNEY WITNESSETH

1.   The Principal hereby irrevocably (within the meaning of Section 4 of the
     Powers of Attorney Act 1971) and by way of security for the payment and
     performance of the Current Issuer Secured Obligations and the covenants,
     conditions, obligations and undertakings on the part of the Principal
     contained in the Current Issuer Deed of Charge and the other Current
     Issuer Transaction Documents to which the Principal is a party from time
     to time appoints The Bank of New York and any other person or persons for
     the time being the Note Trustee or Note Trustees of and under the Current
     Issuer Deed of Charge (the "Attorney") and each and every person to whom
     the Note Trustee shall from time to time have delegated the exercise of
     the power of attorney conferred by this Power of Attorney (each a
     "Delegate") and any receiver including any administrative receiver and
     any manager (the "Receiver") and/or administrator (the "Administrator")
     appointed from time to time by the Attorney or on its behalf its true and
     lawful attorney for and in the Principal's name or otherwise jointly and
     severally to sign, seal, execute, deliver, perfect and do any assurance,
     act, matter or thing which the Attorney, Delegate, Receiver or
     Administrator considers in each case to be necessary for the protection
     or preservation of the Attorney's and the Current Issuer Secured
     Creditors' interests and rights (as described in the Current Issuer Deed
     of Charge) in and to the Current Issuer Charged Property or which ought
     to be done by the Principal under the covenants, undertakings and
     provisions contained in the Current Issuer Deed of Charge and the other
     Current Issuer Transaction Documents to which the Principal is a party
     from time to time and generally to in its name and on its behalf to
     exercise all or any of the powers, authorities or discretions conferred
     by or pursuant to the Current Issuer Deed of Charge on the Note Trustee
     and/or any Receiver whether on or at any time after the security has
     become enforceable in accordance with Clause 7.2 (Enforceable) of the
     Current Issuer Deed of Charge or in any other circumstances where the
     Attorney has become entitled to take any of the


                                      39
<PAGE>

     steps referred to in the Current Issuer Deed of Charge including (without
     limitation) any or all of the following:

     (a)  to do every act or thing which the Attorney, Delegate, Receiver or
          Administrator may deem to be necessary, proper or expedient for
          getting in any of the Current Issuer Charged Property and/or fully
          and effectively vesting, transferring or assigning the Current
          Issuer Charged Property or any part thereof and/or the Principal's
          estate, right, title, benefit and/or interest therein or thereto in
          or to the Attorney and its successors in title or other person or
          persons entitled to the benefit thereof or for carrying into effect
          any other dealing with the Current Issuer Charged Property
          whatsoever permitted under the Current Issuer Deed of Charge in the
          same manner and as fully and effectively as the Principal could have
          done;

     (b)  the power by writing under its hand by an officer of the Attorney
          (including every Receiver appointed under the Current Issuer Deed of
          Charge) from time to time to appoint a substitute attorney (each a
          "Substitute") who shall have power to act on behalf of the Principal
          as if that Substitute shall have been originally appointed Attorney
          by this Power of Attorney and/or to revoke any such appointment at
          any time without assigning any reason therefor.

2.   In favour of the Attorney, any Delegate, any Receiver and/or
     Administrator and/or Substitute, or a person dealing with any of them and
     the successors and assigns of such a person, all acts properly done and
     documents executed or signed by the Attorney, a Delegate, a Receiver, an
     Administrator or a Substitute in the purported exercise of any power
     conferred by this Power of Attorney shall for all purposes be valid and
     binding on the Principal and its successors and assigns.

3.   The Principal irrevocably and unconditionally undertakes to indemnify the
     Attorney and each Delegate, Receiver and/or Administrator and/or
     Substitute appointed from time to time by the Attorney and their
     respective estates (each an "Indemnified Party") against all actions,
     proceedings, claims, costs, expenses and liabilities of every description
     arising from the exercise, or the purported exercise, of any of the
     powers conferred by this Power of Attorney, save where the same arises as
     the result of the fraud, negligence or wilful default of the relevant
     Indemnified Party or its officers or employees.

4.   The provisions of Clause 3 (Current Issuer Security) of the Current
     Issuer Deed of Charge shall continue in force after the revocation or
     termination, howsoever arising, of this Power of Attorney.

5.   The laws of England and Wales shall apply to this Power of Attorney and
     the interpretation thereof and to all acts of the Attorney and each
     Delegate, Receiver and/or Administrator and/or Substitute carried out or
     purported to be carried out under the terms hereof except that in
     relation to any action taken by the Attorney, each Delegate, Receiver
     and/or Administrator/and or Substitute in respect of the Jersey Security
     Interests or the Current Issuer Jersey Secured Property, the laws of
     Jersey shall apply.

6.   The Principal hereby agrees at all times hereafter to ratify and confirm
     whatsoever the said Attorney or its attorney or attorneys or any
     Delegate, Receiver or Administrator


                                      40
<PAGE>

     or Substitute shall properly and lawfully do or cause to be done in and
     concerning the Current Issuer Charged Property.

IN WITNESS whereof this Power of Attorney has been executed as a deed by the
Principal the day and year first before written.

EXECUTED AS A DEED by         )

GRANITE MORTGAGES 03-2 PLC    )

acting by:                    )





Director

Name:



Title:



Director/Secretary

Name:



Title:



                                      41
<PAGE>

                                  SCHEDULE 2


             CURRENT ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS

Following enforcement of the Current Issuer Security, on each Payment Date the
Note Trustee (or the Current Issuer Cash Manager on its behalf) will apply
amounts received or recovered as follows:

     (A)  first, to pay amounts due to the Note Trustee (and any Receiver
          appointed by the Note Trustee) together with interest and (if
          necessary) VAT on those amounts and to provide for any amounts then
          due or to become due and payable to the Note Trustee and the
          Receiver under the provisions of the Current Issuer Trust Deed, the
          Current Issuer Deed of Charge and any other Transaction Document;

     (B)  second, to pay, in no order of priority between them but in
          proportion to the respective amounts due, the Agent Bank, the Paying
          Agents, the Transfer Agent and the Registrar, together with interest
          and (if necessary) VAT on those amounts and to provide for any
          costs, charges, liabilities and expenses then due or to become due
          and payable to them under the provisions of the Current Issuer
          Paying Agent and Agent Bank Agreement;

     (C)  third, in no order of priority between them but in proportion to the
          respective amounts due, towards payment of amounts (together with
          (if necessary) VAT on those amounts) due and payable to the Current
          Issuer Cash Manager under the Current Issuer Cash Management
          Agreement and to the Corporate Services Provider under the Current
          Issuer Corporate Services Agreement and to the Account Bank under
          the Current Issuer Bank Account Agreement;

     (D)  fourth, in no order of priority between them but in proportion to
          the respective amounts due, to pay:

          (i)    amounts (including such part of any termination payment) due
                 to the Basis Rate Swap Provider (except for any termination
                 payment or any part thereof due and payable to the Basis Rate
                 Swap Provider as a result of a Basis Rate Swap Provider
                 Default by that Basis Rate Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Basis Rate Swap
                 and applied in accordance with this order of priority of
                 payments);

          (ii)   amounts (including such part of any termination payment) due
                 to the Series 1 Class A1 Dollar Currency Swap Provider under
                 the Series 1 Class A1 Dollar Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Dollar Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a

                                      42
<PAGE>
                 Downgrade Termination Event in respect of the Series 1 Class
                 A1 Dollar Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 1 Class A1 Dollar Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 1 Class A1 Notes until the Series 1 Class A1 Notes have been
                 repaid in full;

          (iii)  amounts (including such part of any termination payment) due
                 to the Series 1 Class A2 Dollar Currency Swap Provider under
                 the Series 1 Class A2 Dollar Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Dollar Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 1 Class
                 A2 Dollar Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 1 Class A2 Dollar Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 1 Class A2 Notes until the Series 1 Class A2 Notes have been
                 repaid in full; and

          (iv)   amounts (including such part of any termination payment) due
                 to the Series 1 Class A3 Dollar Currency Swap Provider under
                 the Series 1 Class A3 Dollar Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Dollar Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 1 Class
                 A3 Dollar Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 1 Class A3 Dollar Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 1 Class A3 Notes until the Series 1 Class A3 Notes have been
                 repaid in full;

          (v)    amounts (including such part of any termination payment) due
                 to the Series 2 Class A Euro Currency Swap Provider under the
                 Series 2 Class A Euro Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Euro Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 2 Class
                 A Euro Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 2 Class A Euro Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 2 Class A Notes until the Series 2 Class A Notes have been
                 repaid in full; and

          (vi)   principal of the Series 3 Class A Notes until the Series 3
                 Class A Notes have been repaid in full and amounts (including
                 such part of any


                                      43
<PAGE>

                 termination payment) due to the Current Issuer Series 3 Class A
                 Interest Rate Swap Provider under the Current Issuer Series 3
                 Class A Interest Rate Swap (except for any termination
                 payment or any part thereof due and payable to that Swap
                 Provider as a result of an Interest Rate Swap Provider
                 Default by that Swap Provider save to the extent such
                 termination payment may be satisfied by any swap replacement
                 payment made to the Current Issuer following a Downgrade
                 Termination Event in respect of the Current Issuer Series 3
                 Class A Interest Rate Swap and applied in accordance with
                 this order of priority of payments) and from amounts received
                 from the Current Issuer Series 3 Class A Interest Rate Swap
                 Provider to pay interest due or overdue and after the Payment
                 Date in July 2010, to pay interest due or overdue on the
                 Series 3 Class A Notes;

     (E)  fifth, in no order of priority between them but in proportion to the
          respective amounts due, to pay:

          (i)    amounts (including such part of any termination payment) due
                 to the Series 1 Class B Dollar Currency Swap Provider under
                 the Series 1 Class B Dollar Currency Swap (except for any
                 termination payment due or any part thereof and payable to
                 that Swap Provider as a result of a Dollar Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 1 Class
                 B Dollar Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 1 Class B Dollar Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 1 Class B Notes until the Series 1 Class B Notes have been
                 repaid in full; and

          (ii)   amounts (including such part of any termination payment) due
                 to the Series 2 Class B Euro Currency Swap Provider under the
                 Series 2 Class B Euro Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Euro Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 2 Class
                 B Euro Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 2 Class B Euro Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 2 Class B Notes until the Series 2 Class B Notes have been
                 repaid in full;

     (F)  sixth, to pay amounts (including such part of any termination
          payment) due to the Series 2 Class M Euro Currency Swap Provider
          under the Series 2 Class M Euro Currency Swap (except for any
          termination payment or any part thereof due and payable to that Swap
          Provider as a result of a Euro Currency Swap Provider Default by
          that Swap Provider, save to the extent such termination payment may
          be satisfied by any Swap Replacement Payment made to the


                                      44
<PAGE>

          Current Issuer following a Downgrade Termination Event in respect of
          the Series 2 Class M Euro Currency Swap and applied in accordance
          with this order of priority of payment) and from amounts received
          from the Series 2 Class M Euro Currency Swap Provider to pay
          interest due or overdue and to repay principal on the Series 2 Class
          M Notes until the Series 2 Class M Notes have been repaid in full;

     (G)  seventh, in no order of priority between them but in proportion to
          the respective amounts due, to pay:

          (i)    amounts (including such part of any termination payment) due
                 to the Series 1 Class C Dollar Currency Swap Provider under
                 the Series 1 Class C Dollar Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Dollar Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 1 Class
                 C Dollar Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 1 Class C Dollar Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 1 Class C Notes until the Series 1 Class C Notes have been
                 repaid in full;

          (ii)   amounts (including such part of any termination payment) due
                 to the Series 2 Class C1 Euro Currency Swap Provider under
                 the Series 2 Class C1 Euro Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Euro Currency Swap
                 Provider Default by that Swap Provider save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 Downgrade Termination Event in respect of the Series 2 Class
                 C1 Euro Currency Swap and applied in accordance with this
                 order of priority of payments) and from amounts received from
                 the Series 2 Class C1 Euro Currency Swap Provider to pay
                 interest due or overdue and to repay principal on the Series
                 2 Class C1 Notes until the Series 2 Class C1 Notes have been
                 repaid in full;

          (iii)  amounts (including such part of any termination payment) due
                 to the Series 2 Class C2 Euro Currency Swap Provider under
                 the Series 2 Class C2 Euro Currency Swap (except for any
                 termination payment or any part thereof due and payable to
                 that Swap Provider as a result of a Euro Currency Swap
                 Provider Default by that Swap Provider, save to the extent
                 such termination payment may be satisfied by any Swap
                 Replacement Payment made to the Current Issuer following a
                 downgrade termination event in respect of the Series 2 Class
                 C2 Euro Currency Swap and received from the Series 2 Class C2
                 Euro Currency Swap Provider to pay interest due or overdue
                 and to repay principal of the Series 2 Class C2 Notes until
                 the Series 2 Class C2 notes have been repaid in full; and



                                      45
<PAGE>

          (iv)   to pay interest due or overdue and to repay principal on the
                 Series 3 Class C Notes until the Series 3 Class C Notes notes
                 have been repaid in full;

     (H)  eighth, on the Payment Date falling in December of each year, to pay
          to the Current Issuer Account Bank an amount equal to the amount of
          any debit balance in any Current Issuer Transaction Account incurred
          as a result of the operation of the rounding convention set forth in
          Condition 4(D) of the Current Issuer Notes and outstanding as at
          such Payment Date;

     (I)  ninth, in no order of priority between them but in proportion to the
          respective amounts due, to pay any termination payment to:

          (i)    the Basis Rate Swap Provider following a Basis Rate Swap
                 Provider Default by the Basis Rate Swap Provider;

          (ii)   the Current Issuer Series 3 Class A Interest Rate Swap
                 Provider following an Interest Rate Swap Provider Default by
                 the Current Issuer Series 3 Class A Interest Rate Swap
                 Provider;

          (iii)  the Dollar Currency Swap Provider following a Dollar Currency
                 Swap Provider Default by the Dollar Currency Swap Provider;

          (iv)   the Euro Currency Swap Provider following a Euro Currency
                 Swap Provider Default by the Euro Currency Swap Provider; and

     (J)  last, to pay any amount remaining following the application of
          principal and revenue set forth in paragraphs (A) through (I) above,
          to the Current Issuer.

     Following enforcement of the Current Issuer Security, if, on any Payment
     Date, an amount equal to the cash benefit relating to any Tax Credit
     obtained by the Current Issuer is required to be paid to any Current
     Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the
     relevant Current Issuer Swap Agreement), then the Note Trustee shall make
     such payment on such Payment Date out of amounts received or recovered in
     priority to the payments and provisions to be made on such Payment Date
     in accordance with the Current Issuer Post-Enforcement Priority of
     Payments. The amount of any such cash benefit paid to the relevant
     Current Issuer Swap Provider in accordance with this paragraph shall, to
     avoid double counting, be deducted from the amount to be paid to that
     Current Issuer Swap Provider under the relevant Current Issuer Swap
     Agreement in accordance with the Current Issuer Post-Enforcement Priority
     of Payments on the relevant Payment Date.



                                      46
<PAGE>

                                  SCHEDULE 3


                         FORM OF NOTICE OF ASSIGNMENT

To:   [Addressee(s)]

Granite Mortgages 03-2 plc - Assignment of rights under Current Issuer
Transaction Documents


                                                                     [o], 2003

Dear Sirs,

Terms and expressions used in this letter are as defined in a deed of charge
(the "Current Issuer Deed of Charge") between Granite Mortgages 03-2 plc (the
"Current Issuer"), The Bank of New York (the "Note Trustee") and others dated
[o] 2003.

We hereby give notice to each addressee of this letter that by assignment(s)
under or pursuant to the Current Issuer Deed of Charge, the Current Issuer has
assigned absolutely, by way of security for the payment and performance of
certain obligations of the Current Issuer described in the Current Issuer Deed
of Charge (the "Current Issuer Secured Obligations"), to the Note Trustee all
its right, title, benefit and interest under the [Agreement(s)] (the "Current
Issuer Transaction Documents") [including its right, title interest and
benefit in relation to [describe property] and including, without limitation,
all rights to receive payment of any amounts which may become payable to the
Current Issuer thereunder, all payments received by the Current Issuer
thereunder, all rights to serve notices and/or make demands thereunder and/or
to take such steps as are required to cause payments to become due and payable
thereunder and all rights of action in respect of any breach thereof and all
rights to receive damages or obtain relief in respect thereof and the proceeds
of any of the foregoing, (hereinafter called "Relevant Current Issuer
Property").

In relation to any of the Relevant Current Issuer Property which may be
situated in Jersey at any time, we hereby give notice for the purpose of the
Security Interests (Jersey) Law 1983 to each addressee of this letter that
with the intention of creating a security interest in accordance with such law
in such property in favour of the Note Trustee for the payment and performance
of the Current Issuer Secured Obligations, the Current Issuer has assigned all
of its rights, title, benefit and interest, present and future, in, to and
under the Relevant Current Issuer Property to the Note Trustee.

By signing the enclosed copy of this notice you acknowledge and consent to the
assignments and agree that:

     (a)  from the date of this notice you are obliged to and you will pay all
          moneys which are or may become payable to the Current Issuer under
          the aforesaid agreements to or to the order of the Note Trustee; and

     (b)  you have not, at the date of this notice, received notice that any
          third party has or will have any right of interest whatsoever in the
          Relevant Current Issuer Property.



                                      47
<PAGE>

Notwithstanding the assignments made by the Current Issuer and referred to in
this notice, the Note Trustee hereby confirms and you further acknowledge
that:

     (a)  you may continue to make all payments becoming due to the Current
          Issuer in respect of the Relevant Current Issuer Property in the
          manner envisaged by the relevant Current Issuer Transaction
          Document(s); and

     (b)  the Current Issuer shall be entitled to exercise its rights, powers
          and discretions and perform its obligations in relation to the
          Relevant Current Issuer Property and under the Current Issuer
          Transaction Documents in accordance with the provisions of the
          Current Issuer Transaction Documents,

but only until such time as you receive notice from the Note Trustee to the
contrary or to the effect that the security created under the Current Issuer
Deed of Charge has become enforceable, in which event from receipt of such
notice you agree that you will pay all monies becoming due and payable to the
Current Issuer in respect of the Relevant Current Issuer Property in
accordance with any instructions received from the Note Trustee.

This letter is governed by, and shall be construed in accordance with, English
law, except that to the extent of any Relevant Current Issuer Property which
may be situated in Jersey at any time, it is governed by and shall be
construed in accordance with the laws of Jersey.

Please acknowledge receipt of this notice by executing and returning the copy
of this letter attached hereto.

Yours faithfully,



EXECUTED for and on behalf of  )

GRANITE MORTGAGES 03-2 PLC     )

by:                            )





Authorised Signatory

Name:



Title:





                                      48
<PAGE>


EXECUTED for and on behalf of     )

THE BANK OF NEW YORK              )

by:                               )





Authorised Signatory

Name:



Title:

We acknowledge receipt of the above notice and the terms of the assignment
created by you in respect of the Relevant Current Issuer Property.

In respect of the [Agreement]:

For and on behalf of                             )

[Party to Current Issuer Transaction Document]   )

by:                                              )





Authorised Signatory

Name:



Title:



                                      49
<PAGE>

                                EXECUTION PAGE

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        for and on behalf of LDC
directors and by another of its                   Securitisation Director No. 1
directors/its secretary                           Limited - Director

                                             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                            Duly Authorised
by one of its duly authorised                         Attorney/Signatory
attorneys/signatories
                                             Name:_____________________________


The Principal Paying Agent,
the Agent Bank, the Registrar,
the Transfer Agent, and
the Account Bank

Executed by
CITIBANK, N.A.
as follows:                                  By:_______________________________
Signed for and on its behalf                            Duly Authorised
by one of its duly authorised                         Attorney/Signatory
attorneys/signatories
                                             Name:_____________________________



                                      50
<PAGE>

The US Paying Agent

Executed by
CITIBANK, N.A.
as follows:                                  By:_______________________________
Signed for and on its behalf                            Duty Authorised
by one of its duly authorised                         Attorney/Signatory
attorneys/signatories
                                             Name:_____________________________



The Current Issuer Cash Manager and the Basis Rate Swap Provider



Executed by
NORTHERN ROCK PLC
as its deed as follows:                      By:_______________________________
Signed for and on its behalf                            Duly Authorised
by one of its duly authorised                         Attorney/Signatory
attorneys/signatories
                                             Name:_____________________________

Signature:__________________________
          Witness


Full Name:__________________________
Occupation:_________________________
Address:____________________________
        ____________________________
        ____________________________
        ____________________________



The Corporate Service Provider

Executed by
LAW DEBENTURE CORPORATE
SERVICES LIMITED                             By:_______________________________
as its deed as follows:                      Director
Signed for and on its behalf
by one of its directors and by               Name:_____________________________
another of its directors/its secretary

                                             By:_______________________________
                                                   Director/Secretary

                                             Name:_____________________________



                                      51
<PAGE>

The Dollar Currency Swap Provider

Executed by
Banque AIG, London Branch                    By:_______________________________
as its deed as follows:                           Duly Authorised Signatory
Signed for and on its behalf
by two of its duly authorised
signatories                                  Name:_____________________________



                                             By:_______________________________
                                                  Duly Authorised Signatory


                                             Name:_____________________________


The Euro Currency Swap Provider

Executed by
ABN AMRO BANK N.V., LONDON                   By:_______________________________
as its deed as follows:                            Duly Authorised Signatory
Signed for and on its behalf
by two of its duly authorised
signatories                                  Name:_____________________________



                                             By:_______________________________
                                                   Duly Authorised Signatory


                                             Name:_____________________________

The Current Issuer Series 3
Class A Interest Rate Swap Provider

Executed by
CDC IXIS CAPITAL MARKETS                     By:_______________________________
as its deed as follows:                                 Duly Authorised
Signed for and on its behalf                          Attorney/Signatory
by two of its duly authorised
attorneys/signatories                        Name:_____________________________



                                             By:_______________________________
                                                        Duly Authorised
                                                      Attorney/Signatory
Full Name:______________________
Occupation:_____________________


                                      52
<PAGE>

Address:________________________             Name:_____________________________
        ________________________
        ________________________
        ________________________













                                      53