EXHIBIT 4.6
                                                                   -----------


                             Dated 28 January 2004
                             ---------------------



                          GRANITE MORTGAGES 04-1 PLC
                               as Current Issuer




                                      and




                             THE BANK OF NEW YORK
                                as Note Trustee




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

                               ISSUER TRUST DEED


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



                          SIDLEY AUSTIN BROWN & WOOD
                             1 THREADNEEDLE STREET
                                 LONDONEC2R8AW
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                              REF:30507-21/630584


<PAGE>


<TABLE>
<CAPTION>
                            CROSS-REFERENCE TABLE*

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

<S>                                                                                                          <C>
310(a)...................................................................................................................14.2
310(b)...................................................................................................................14.2
310(c)...........................................................................................................Inapplicable
311(a)...............................................................................................................10.3(kk)
311(b)...............................................................................................................10.3(kk)
311(c)...........................................................................................................Inapplicable
312(a)..................................................................................................................5(ee)
312(b)...................................................................................................................19.2
312(c)...................................................................................................................19.2
313..................................................................................................................10.3(jj)
314(a)...................................................................................................................5(u)
314(b)..................................................................................................................5(gg)
314(c).............................................................................................................16.1, 17.1
314(d)...................................................................................................................17.1
314(e)...................................................................................................................16.2
315(a).................................................................................................................. 10.1
315(b)...................................................................................................................10.8
315(c)....................................................................................................................2.7
315(d)..................................................................................................................10.12
316(a)..............................................................................................................7.2, 11.2
316(b).................................................................................................................2.2(d)
316(c)....................................................................................................................7.2
317(a)....................................................................................................................6.1
317(b)...................................................................................................................5(p)
318(a).....................................................................................................................15
318(b)...................................................................................................................17.4
318(c)....................................................................................................................1.4

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

</TABLE>


                                                              i
<PAGE>


<TABLE>
<CAPTION>

                                                        Table of Contents
Clause                                                                                                                       Page

<S>       <C>                                                                                                                 <C>
1.         Definitions..........................................................................................................1

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE 1 FORMS OF GLOBAL NOTE CERTIFICATES...................................................................................40
SCHEDULE 2 FORMS OF INDIVIDUAL NOTE CERTIFICATES...............................................................................70
SCHEDULE 3 CURRENT ISSUER CONDITIONS OF THE NOTES..............................................................................92
SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS.............................................................................134
</TABLE>



                                                                ii
<PAGE>

THIS ISSUER TRUST DEED is made on 28 January 2004

BETWEEN:

(1)   GRANITE MORTGAGES 04-1 PLC (registered number 4959572) a public limited
      company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Current Issuer; and

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

WHEREAS:

(A)   By a resolution of a duly authorised Board of Directors of the Current
      Issuer passed on 21 January 2004 the Current Issuer authorised the
      creation and issue of the Current Issuer Notes.

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

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

1.    Definitions

1.1   The provisions of:

      (a)   the Master Definitions Schedule as amended and restated by (and
            appearing as Appendix 1 to) the Master Definitions Schedule
            Seventh Amendment Deed made on 26 January, 2004 between, among
            others, the Seller, Funding and the Mortgages Trustee, and

      (b)   the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy on
            28 January, 2004,

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

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

1.2   All references in these presents:

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


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<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                       2
<PAGE>


            given to the relevant class or classes of Noteholders in
            accordance with Condition 14 (Notice to Noteholders)) and remain
            available for payment in accordance with the Current Issuer
            Conditions;

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

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

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

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

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

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

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

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

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

2.    Covenant to Repay etc.

2.1   The Current Issuer Notes: The aggregate principal amount of:

      (a)   the Series 1 Class A1 Notes is limited to US$1,185,000,000;

      (b)   the Series 1 Class A2 Notes is limited to US$1,185,000,000;

      (c)   the Series 1 Class B Notes is limited to US$52,000,000;

      (d)   the Series 1 Class M Notes is limited to US$72,000,000;


                                       3
<PAGE>


      (e)   the Series 1 Class C Notes is limited to US$108,000,000;

      (f)   the Series 2 Class A1 Notes is limited to US$1,185,000,000;

      (g)   the Series 2 Class A2 Notes is limited to (euro)900,000,000

      (h)   the Series 2 Class B Notes is limited to (euro)91,000,000;

      (i)   the Series 2 Class M Notes is limited to (euro)45,000,000;

      (j)   the Series 2 Class C Notes is limited to (euro)60,000,000;

      (k)   the Series 3 Class A Notes is limited to (GBP)600,000,000;

      (l)   the Series 3 Class B Notes is limited to (GBP)23,000,000;

      (m)   the Series 3 Class M Notes is limited to (GBP)10,000,000;

      (n)   the Series 3 Class C Notes is limited to (GBP)20,000,000.

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

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

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


                                       4
<PAGE>


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

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

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

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

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

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

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


                                       5
<PAGE>


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

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

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

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

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

3.    Form, Issue and Deposit of Note Certificates

3.1   Global Note Certificates:

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

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

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


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<PAGE>


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

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

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

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

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


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<PAGE>


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

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

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

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

3.4   Form of Individual Note Certificates: The Individual Note Certificates
      shall be printed or typewritten in accordance with all applicable legal
      and stock exchange requirements and be in the form or substantially in
      the relevant form set out in Schedule 2 (Forms of Individual Note
      Certificates). Individual Note Certificates will be in the
      denominations, and transferable in units, of (i) US$1,000 and US$10,000
      (in the case of the Dollar Notes) (ii) (GBP)1,000 or (GBP)10,000 (in the
      case of the Sterling Notes) (iii) (euro)50,000 (in the case of the Euro
      Notes) each, shall be serially numbered and shall be endorsed with the
      relevant Current Issuer Conditions and a form of transfer in the form or
      substantially in the relevant form also set out in Schedule 2 (Forms of
      Individual Note Certificates). Title to the Individual Note Certificates
      shall only pass by and upon the registration in the Register in respect
      thereof in accordance with the provisions of the Current Issuer Paying
      Agent and Agent Bank Agreement. The Individual Note Certificates shall
      be issued only in registered form and signed manually or in facsimile by
      a person duly authorised by or on behalf of the Current Issuer and the
      Current Issuer shall procure that the Individual Note Certificates shall
      be authenticated by or on behalf of the Registrar. Each Individual Note
      Certificate so executed and authenticated shall be a binding and valid
      obligation of the Current Issuer notwithstanding that such duly
      authorised person no longer holds that office at the time the Registrar
      authenticates the relevant Individual Note Certificate.

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


                                       8
<PAGE>


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

4.    Covenant of Compliance

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

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

5.    Covenants by the Current Issuer

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

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

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

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

      (d)   Information: so far as permitted by applicable law, give or
            procure to be given to the Note Trustee such opinions,
            certificates, information and evidence as it


                                      9
<PAGE>


            shall require and in such form as it shall require, including
            without limitation the procurement by the Current Issuer of all
            such certificates called for by the Note Trustee pursuant to these
            presents or the purpose of the discharge or exercise of the
            duties, trusts, powers, authorities and discretions vested in it
            under these presents or by operation of law;

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

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

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

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

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


                                      10
<PAGE>


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

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

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

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


                                      11
<PAGE>


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

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

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

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

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

      (s)   Exercise of Redemption Rights: subject to paragraph (t) below, in
            the event that any notice of prepayment of the Current Issuer
            Intercompany Loan is given under Clause 8 (Prepayment) of the
            Intercompany Loan Terms and


                                      12
<PAGE>


            Conditions, the Current Issuer shall exercise its right to redeem
            the Current Issuer Notes on the same Payment Date under Condition
            5(D) (Optional Redemption in Full) or, as applicable, Condition
            5(E) (Optional Redemption for Tax and other Reasons);

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

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

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

      (w)   Maintenance of Current Issuer Cash Manager: ensure that there is
            at all times a cash manager appointed in accordance with the
            provisions of the Current Issuer Cash Management Agreement;

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

      (y)   United Kingdom and United States Tax Status: ensure that it is at
            all times solely resident in the United Kingdom for United Kingdom
            tax purposes and has no branch, business establishment or other
            fixed establishment outside the United Kingdom; and furthermore,
            ensure that it will not engage in any activities in the United
            States (directly or through agents), will not derive any income
            from United States sources as determined under United States
            income tax principles, will not hold any property if doing so
            would cause it to be engaged or deemed to be engaged in a trade or
            business within the United States as determined under United
            States income tax principles, and will not (and will use its best
            efforts to procure that any affiliate of the Current Issuer,
            including Funding, will not) take any position that would
            contradict the


                                      13
<PAGE>


            treatment of the Current Issuer Notes as indebtedness for United
            States federal income tax purposes;

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

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

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

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

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

      (ee)  Information Regarding Noteholders: pursuant to Section 312(a) of
            the Trust Indenture Act, furnish or cause to be furnished to the
            Note Trustee on 31st March and 30th September of each year,
            commencing 31st March 2004, and at such other times as the Note
            Trustee may request in writing, all information in the possession
            or control of the Current Issuer or of any of its Paying Agents as
            to the names and addresses of the Noteholders, and requiring the
            Note Trustee to preserve, in as current a form as is reasonably
            practicable, all such information so furnished to it;


                                      14
<PAGE>


      (ff)  Officers' Certificates and Opinions of Counsel; Statements to be
            Contained Therein: upon any application, demand or request by the
            Current Issuer to the Note Trustee to take any action under any of
            the provisions of these presents (other than the issuance of
            Current Issuer Notes) and upon request of the Note Trustee,
            furnish to the Note Trustee an officers' certificate and opinion
            of counsel complying with the provisions of Section 314 of the
            Trust Indenture Act (an "Officers' Certificate" and "Opinion of
            Counsel", respectively);

      (gg)  Protection of Security: promptly after the execution and delivery
            of these presents and each supplement hereto, pursuant to Section
            314(b) of the Trust Indenture Act furnish to the Note Trustee an
            Opinion of Counsel stating that in the opinion of such counsel,
            appropriate steps have been taken to protect the security
            interests of the Note Trustee in the Current Issuer Charged
            Property under the Current Issuer Deed of Charge and reciting the
            details of such action, or stating that in the opinion of such
            counsel no such action is necessary; and the Current Issuer shall
            furnish annually to the Note Trustee, not more than three (3)
            months after the anniversary of the signing of this Deed,
            commencing with calendar year 2004, an Opinion of Counsel stating
            either that, in the opinion of such counsel, (i) such action has
            been taken as is necessary for the proper protection of the
            security interests of the Note Trustee in the Current Issuer
            Charged Property under the Current Issuer Deed of Charge and
            reciting the details of such action or (ii) no such action is
            necessary for any of such purposes;

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

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

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

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

6.    Enforcement

6.1   Proceedings: At any time after the occurrence of a Note Event of
      Default, the Note Trustee may, at its discretion and without notice (and
      in compliance with Section 317(a) of the Trust Indenture Act), recover
      judgment in its own name and as trustee of an express trust against the
      Current Issuer for the whole amount of principal and


                                      15
<PAGE>


      interest remaining unpaid; institute such proceedings and/or take other
      action against or in relation to the Current Issuer or any other person
      as it may think fit to enforce the obligations of the Current Issuer
      under these presents, the Current Issuer Notes and/or any of the other
      Current Issuer Transaction Documents but it shall not be bound to take
      such action save as provided in Clause 7 (Proceedings, Actions and
      Indemnification).

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

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

7.    Proceedings, Actions and Indemnification

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

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

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

      (c)   in either case it shall have been indemnified and/or secured to
            its satisfaction against all liabilities, proceedings, claims,
            demands, costs, charges and expenses to which it may thereby
            become liable or which may be incurred by it in connection
            therewith,


                                      16
<PAGE>


      provided that:

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

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

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

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

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


                                      17
<PAGE>


8.    Application of Moneys etc.

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

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

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

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

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


                                      18
<PAGE>


9.    Remuneration and Indemnification of Note Trustee

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

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

9.3   Failure to Agree: In the event of the Note Trustee and the Current
      Issuer failing to agree:

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

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

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

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

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


                                      19
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                      20
<PAGE>


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

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

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

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

10.   Supplement to the Trustee Acts

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

10.2  Reliance on Information:

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


                                      21
<PAGE>


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

10.3  Powers and Duties:

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

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

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

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


                                      22
<PAGE>


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

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

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

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

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

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

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

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


                                      23
<PAGE>


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

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

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

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

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

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


                                      24
<PAGE>


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

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

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

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

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

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


                                      25
<PAGE>


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

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

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

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

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


                                      26
<PAGE>


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

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

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

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

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

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

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


                                      27
<PAGE>


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

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

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

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

      (jj)  If required by Section 313(a) of the Trust Indenture Act, within
            60 days after 31st December of any year and commencing 31 December
            2004, the Note Trustee shall deliver to each Noteholder a brief
            report dated as of such 31st December that complies with Section
            313(a) of the Trust Indenture Act. The Note Trustee also shall
            comply with Sections 313(b), 313(c) and 313(d) of the Trust
            Indenture Act. Reports delivered pursuant to this paragraph (jj)
            shall be sent as provided in Clause 19 (Notices).

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


                                      28
<PAGE>


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

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

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

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

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

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

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

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


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

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

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

10.5  Ascertaining Default: The Note Trustee shall not be responsible or
      liable for:

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

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

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

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


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<PAGE>


      faith.

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

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

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

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

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


                                      31
<PAGE>


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

11.   Modification and Waiver

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

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


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<PAGE>


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

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

12.   Entitlement to Treat holder as owner

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

13.   Currency Indemnity

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


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<PAGE>


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

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

14.   Appointment, Removal and Retirement of Note Trustee

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

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


                                      34
<PAGE>


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

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

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

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

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

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

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

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


                                      35
<PAGE>


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

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

15.   Trust Indenture Act Prevails

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

16.   Certificates and Opinions

16.1  Evidence of Compliance as to Conditions Precedent: Upon any request or
      application by the Current Issuer to the Note Trustee to take any action
      under this Trust Deed or these presents, the Current Issuer shall
      furnish to the Note Trustee in accordance with Section 314(c) of the
      Trust Indenture Act:

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

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

16.2  Statements required in Certificates and Opinions: Each certificate and
      opinion with respect to compliance with a condition or covenant provided
      for in these presents or these presents, in accordance with Section
      314(e) of the Trust Indenture Act, shall include:


                                      36
<PAGE>


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

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

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

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

17.   Release of Collateral

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

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

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


                                      37
<PAGE>


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

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

18.   Rights Cumulative

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

19.   Notices

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

      (a)   in the case of the Current Issuer, to Granite Mortgages 04-1 plc
            c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile
            number 020 7606 0643) for the attention of The Company Secretary
            with a copy to Northern Rock plc, Northern Rock House, Gosforth,
            Newcastle upon Tyne NE3 4PL (facsimile number 0191 213 2203) for
            the attention of the Group Secretary;

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

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

19.2  Communications by Noteholders with other Noteholders: Noteholders may
      communicate pursuant to Trust Indenture Act Section 312(b) with other
      Noteholders


                                      38
<PAGE>


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

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

20.   Third Party Rights

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

21.   Execution in Counterparts; Severability

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

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

22.   Governing Law and Jurisdiction; Appropriate Forum

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

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

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

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


                                      39
<PAGE>


                                  SCHEDULE 1
                       FORMS OF GLOBAL NOTE CERTIFICATES

                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                  SERIES 1 CLASS [o] GLOBAL NOTE CERTIFICATE

                                 representing
             US$[o] Series 1 Class [o] Floating Rate Notes due [o]


1.    Introduction

      This Series 1 Class [o] Global Note Certificate is issued in respect of
      the US$[o] Series 1 Class [o] Floating Rate Notes due [o] (the "Notes")
      of Granite Mortgages 04-1 plc (the "Current Issuer"), and is limited to
      the aggregate principal amount of

                                [o] US Dollars
                                   (US$[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                                  CEDE & CO.

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

                                [o] US Dollars

                                   (US$[o])


                                      40
<PAGE>


      in aggregate principal amount of the Notes.

4.    Promise to pay

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

5.    Exchange for Individual Note Certificates

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

6.    Delivery of Individual Note Certificates

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


                                      41
<PAGE>


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

7.    Payments

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

8.    Conditions apply

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

9.    Tax Treatment

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

10.   Notices

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

11.   Determination of Entitlement

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

12.   Authentication

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

13.   Definitions

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


                                      42
<PAGE>


14.   Rights of Third Parties

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

15.   Governing law

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

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


                                      43
<PAGE>


GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o] 2004.

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


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


                                      44
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Global Note Certificate, hereby transfers to...................
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... US$ ..................................... in
principal amount of the US$[amount] Series 1 Class [o] Floating Rate Notes due
[maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer")
and irrevocably requests and authorises Citibank, N.A., in its capacity as
Registrar in relation to the Notes (or any successor to Citibank, N.A., in its
capacity as such) to effect the relevant transfer by means of appropriate
entries in the Register kept by it.



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


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


Notes

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

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

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

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


                                      45
<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      46
<PAGE>


                          GRANITE MORTGAGES 04-1 PLC

  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                   SERIES 2 CLASS A1 GLOBAL NOTE CERTIFICATE

                                 representing
             US$[o] Series 2 Class A1 Floating Rate Notes due [o]


1.    Introduction

      This Series 1 Class A1 Global Note Certificate is issued in respect of
      the US$[o] Series 2 Class A1 Floating Rate Notes due [o] (the "Notes")
      of Granite Mortgages 04-1 plc (the "Current Issuer"), and is limited to
      the aggregate principal amount of

                                [o] US Dollars
                                   (US$[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                                  CEDE & CO.

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

                                [o] US Dollars

                                   (US$[o])

      in aggregate principal amount of the Notes.


                                      47
<PAGE>


4.    Promise to pay

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

5.    Exchange for Individual Note Certificates

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

6.    Delivery of Individual Note Certificates

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


                                      48
<PAGE>


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

7.    Payments

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

8.    Conditions apply

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

9.    Tax Treatment

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

10.   Notices

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

11.   Determination of Entitlement

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

12.   Authentication

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

13.   Definitions

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

14.   Rights of Third Parties


                                      49
<PAGE>


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

15.   Governing law

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

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


                                      50
<PAGE>


GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o] 2004.

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


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


                                      51
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Global Note Certificate, hereby transfers to...................
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... US$ ..................................... in
principal amount of the US$[amount] Series 2 Class A1 Floating Rate Notes due
[maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer")
and irrevocably requests and authorises Citibank, N.A., in its capacity as
Registrar in relation to the Notes (or any successor to Citibank, N.A., in its
capacity as such) to effect the relevant transfer by means of appropriate
entries in the Register kept by it.



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


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


Notes

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

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

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

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


                                      52
<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      53
<PAGE>


                        FORM OF GLOBAL NOTE CERTIFICATE

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


                                      54
<PAGE>


                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                  SERIES 2 CLASS [o] GLOBAL NOTE CERTIFICATE

                                 representing
           (euro)[o] Series 2 Class [o] Floating Rate Notes due [o]


1.    Introduction

      This Series 2 Class [o] Global Note Certificate is issued in respect of
      the (euro)[o] Series 2 Class [o] Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), and is
      limited to the aggregate principal amount of

                                   [o] Euro
                                   (euro[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                                   [o] Euro

                                   (euro[o])

      in aggregate principal amount of the Notes.


                                      55
<PAGE>


4.    Promise to pay

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

5.    Exchange for Individual Note Certificates

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

6.    Delivery of Individual Note Certificates

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


                                      56
<PAGE>


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

7.    Payments

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

8.    Conditions apply

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

9.    Notices

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

10.   Determination of Entitlement

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

11.   Authentication

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

12.   Definitions

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

13.   Rights of Third Parties

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


                                      57
<PAGE>


14.   Governing law

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

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


                                      58
<PAGE>


GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o] 2004.

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




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


                                      59
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Global Note Certificate, hereby transfers to...................
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... (euro) ..................................... in
principal amount of the (euro)[amount] Series 2 Class [o] Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.


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

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

Notes

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

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

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

(c)   Any transfer of Notes shall be in an amount equal to (euro)500,000 or an
      integral multiple of (euro)500,000 in excess thereof.


                                      60
<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      61
<PAGE>


                        FORM OF GLOBAL NOTE CERTIFICATE

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


                                      62
<PAGE>


                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                  SERIES 3 CLASS [o] GLOBAL NOTE CERTIFICATE

                                 representing
           (GBP) [o] Series 3 Class [o] Floating Rate Notes due [o]

1.    Introduction

      This Series 3 Class [o] Global Note Certificate is issued in respect of
      the (GBP) [o] Series 3 Class [o] Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), and is
      limited to the aggregate principal amount of

                              [o] Pounds Sterling
                                   (gbp[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                              [o] Pounds Sterling

                                   (gbp[o])

      in aggregate principal amount of the Notes.


                                      63
<PAGE>


4.    Promise to pay

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

5.    Exchange for Individual Note Certificates

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

6.    Delivery of Individual Note Certificates

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


                                      64
<PAGE>


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

7.    Payments

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

8.    Conditions apply

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

9.    Notices

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

10.   Determination of Entitlement

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

11.   Authentication

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

12.   Definitions

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

13.   Rights of Third Parties

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


                                      65
<PAGE>


14.   Governing law

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

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


                                      66
<PAGE>


GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o] 2004.

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


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


                                      67
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Global Note Certificate, hereby transfers to...................
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... (GBP) ..................................... in
principal amount of the(GBP)[amount] Series 3 Class [o] Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.


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

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

Notes

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

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

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

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


                                      68
<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      69
<PAGE>


                                  SCHEDULE 2
                     FORMS OF INDIVIDUAL NOTE CERTIFICATES

------------------------------------------------------------------------------
   US$[1,000/10,000]  [ISIN]  [CUSIP]  [COMMON CODE]  [SERIES]  [SERIAL NO.]
------------------------------------------------------------------------------

                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                SERIES 1 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

                                 representing
             US$[o] Series 1 Class [o] Floating Rate Notes due [o]


1.    Introduction

      This Series 1 Class [o] Individual Note Certificate is issued in respect
      of the US$[o] Series 1 Class [o] Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), limited
      to the aggregate principal amount of

                                [o] US Dollars
                                   (US$[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [Noteholder]

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


                                      70
<PAGE>


                                    US$[o]

                         US Dollars [amount in words]

      in aggregate principal amount of the Notes.

4.    Promise to pay

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

5.    Payments

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

6.    Conditions apply

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

7.    Determination of Entitlement

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

8.    Authentication

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


                                      71
<PAGE>


9.    Tax Treatment

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

10.   Definitions

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

11.   Rights of Third Parties

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

12.   Governing law

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

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

GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o].

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


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


                                      72
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Individual Note Certificate, hereby transfers to...............
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... US$ ..................................... in
principal amount of the US$[amount] Series 1 Class [o] Floating Rate Notes due
[maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer")
and irrevocably requests and authorises Citibank, N.A., in its capacity as
Registrar in relation to the Notes (or any successor to Citibank, N.A., in its
capacity as such) to effect the relevant transfer by means of appropriate
entries in the Register kept by it.

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

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

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

Notes

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

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

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

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


                                      73
<PAGE>


[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      74
<PAGE>


------------------------------------------------------------------------------
   US$[1,000/10,000]  [ISIN]  [CUSIP]  [COMMON CODE]  [SERIES]  [SERIAL NO.]
------------------------------------------------------------------------------

                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                 SERIES 2 CLASS A1 INDIVIDUAL NOTE CERTIFICATE

                                 representing
             US$[o] Series 2 Class A1 Floating Rate Notes due [o]


1.    Introduction

      This Series 2 Class A1 Individual Note Certificate is issued in respect
      of the US$[o] Series 2 Class A1 Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), limited
      to the aggregate principal amount of

                                [o] US Dollars
                                   (US$[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [Noteholder]

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

                                    US$[o]


                                      75
<PAGE>


                         US Dollars [amount in words]

      in aggregate principal amount of the Notes.

4.    Promise to pay

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

5.    Payments

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

6.    Conditions apply

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

7.    Determination of Entitlement

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

8.    Authentication

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

9.    Tax Treatment

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


                                      76
<PAGE>


10.   Definitions

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

11.   Rights of Third Parties

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

12.   Governing law

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

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

GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o].

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


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


                                      77
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Individual Note Certificate, hereby transfers to...............
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... US$ ..................................... in
principal amount of the US$[amount] Series 2 Class A1 Floating Rate Notes due
[maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer")
and irrevocably requests and authorises Citibank, N.A., in its capacity as
Registrar in relation to the Notes (or any successor to Citibank, N.A., in its
capacity as such) to effect the relevant transfer by means of appropriate
entries in the Register kept by it.

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

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

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

Notes

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

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

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

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


                                      78
<PAGE>


[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      79
<PAGE>


                      FORM OF INDIVIDUAL NOTE CERTIFICATE

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


                                      80
<PAGE>


                          GRANITE MORTGAGES 04-1 PLC
   (Incorporated with limited liability in England and Wales with registered
                                number 4959572)

                SERIES 2 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

                                 representing
           (euro)[o] Series 2 Class [o] Floating Rate Notes Due [o]


1.    Introduction

      This Series 2 Class [o] Individual Note Certificate is issued in respect
      of the (euro)[o] Series 2 Class [o] Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), limited
      to the aggregate principal amount of

                                   [o] Euro
                                   (euro[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [Noteholder]

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


                                      81
<PAGE>


                                   (euro)[o]

                             Euro[amount in words]

      in aggregate principal amount of the Notes.

4.    Promise to pay

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

5.    Payments

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

6.    Conditions apply

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

7.    Determination of Entitlement

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

8.    Authentication

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

9.    Definitions

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


                                      82
<PAGE>


10.   Rights of Third Parties

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

11.   Governing law

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

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

GRANITE MORTGAGES 04-1 PLC


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

ISSUED in London, England on [o].

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


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


                                      83
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Individual Note Certificate, hereby transfers to...............
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... (euro) ..................................... in
principal amount of the (euro)[amount] Series 2 Class [o] Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.

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


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

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

Notes

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

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

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

(c)   Any transfer of Notes shall be in an amount equal to (euro)500,000 or an
      integral multiple of (euro)500,000 in excess thereof.


                                      84
<PAGE>


[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                      85
<PAGE>


                      FORM OF INDIVIDUAL NOTE CERTIFICATE

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


                                      86
<PAGE>


                          GRANITE MORTGAGES 04-1 PLC
  (Incorporated with limited liability in England and Wales with registered
                               number 4959572)

                SERIES 3 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

                                 representing
           (GBP) [o] Series 3 Class [o] Floating Rate Notes Due [o]


1.    Introduction

      This Series 3 Class [o] Individual Note Certificate is issued in respect
      of the (GBP) [o] Series 3 Class [o] Floating Rate Notes due [o] (the
      "Notes") of Granite Mortgages 04-1 plc (the "Current Issuer"), limited
      to the aggregate principal amount of

                              [o] Pounds Sterling
                                   (gbp[o])

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2004 (as amended or supplemented from time to time,
      the "Current Issuer Trust Deed") between the Current Issuer and The Bank
      of New York as trustee (the trustee for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2004 (as amended or supplemented from
      time to time, the "Current Issuer Paying Agent and Agent Bank
      Agreement") between the Current Issuer, the Principal Paying Agent, the
      Agent Bank, Citibank, N.A. as registrar (the "Registrar", which
      expression includes any successor registrar appointed from time to time
      in connection with the Notes), the Transfer Agent, the US Paying Agent
      and the Note Trustee.

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [Noteholder]

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

                                   (GBP) [o]


                                      87
<PAGE>


                       Pounds Sterling [amount in words]

      in aggregate principal amount of the Notes.

4.    Promise to pay

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

5.    Payments

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

6.    Conditions apply

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

7.    Determination of Entitlement

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

8.    Authentication

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

9.    Definitions

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


                                      88
<PAGE>


10.   Rights of Third Parties

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

11.   Governing law

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

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

GRANITE MORTGAGES 04-1 PLC



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

ISSUED in London, England on [o].

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


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


                                      89
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ....................................., being the registered
holder of this Individual Note Certificate, hereby transfers to...............
...............................................................................
of............................................................................
...............................................................................
...............................................................................
......................... (GBP) ..................................... in
principal amount of the(GBP)[amount] Series 3 Class [o] Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-1 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.

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

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

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

Notes

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

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

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

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


                                      90
<PAGE>


[Attached to the Individual Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                           REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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



                                      91
<PAGE>

                                  SCHEDULE 3
                    CURRENT ISSUER CONDITIONS OF THE NOTES

                      Terms and conditions of the notes

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

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

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

     Copies of the Current Issuer Trust Deed, the Current Issuer Deed of
Charge, the Current Issuer Master Definitions Schedule dated on or about the
Closing Date, the Current Issuer Paying Agent and Agent Bank Agreement and
each of the other Transaction Documents are available for inspection at the
head office for the time being of (i) the Principal Paying Agent, being at the
date hereof 5 Carmelite Street, London EC4Y 0PA and (ii) the US Paying Agent,
being at the date hereof 14th Floor Zone 3, 111 Wall Street, New York, New
York 10043. The Noteholders are entitled to the benefit of, are bound by, and
are deemed to have notice of, all the provisions of, and definitions contained
or incorporated in, the Current Issuer Trust Deed, the Current Issuer Deed of
Charge, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Second Priority Funding Deed of Charge, the Current Issuer Cash
Management Agreement, the Current Issuer Paying Agent and Agent Bank
Agreement, the Current Issuer Basis Rate Swap Agreement, the Current Issuer
Dollar Currency Swap Agreements and the Current Issuer Euro Currency Swap
Agreements.

     The issue of the Notes will be authorised by a resolution of the Board of
Directors of the Current Issuer passed on or about 21 January 2004.

1. Form, Denomination, Register, Title and Transfers

(A) Form and Denomination

     The Dollar Notes will initially be offered and sold pursuant to a
registration statement filed with the United States Securities and Exchange
Commission. The Series 2 Notes (other than the Series 2 Class A1 Notes) and
the Series 3 Notes will initially be offered and sold outside the United
States to non-US persons pursuant to Reg S.

     Each class of the Dollar Notes will be in fully registered global form in
denominations of $10,000 and $1,000. The Dollar Notes will be issued in an
aggregate principal amount equal to the Principal Amount Outstanding from time
to time of the Dollar Notes. Each class of the Euro Notes will be in fully
registered global form in denominations of A500,000 and integral multiples of
A1,000. The Euro Notes will be issued in an aggregate principal amount equal
to the Principal Amount Outstanding from time to time of the Euro Notes. Each
class of the Sterling Notes will be in fully registered global form in
denominations of (GBP)10,000 and (GBP)1,000. The Sterling Notes will be issued
in an aggregate principal amount equal to the Principal Amount Outstanding
from time to time of the Sterling Notes. The Dollar Notes will be initially
represented by a US Global Note Certificate. The Series 2 Notes (other than
the Series 2 Class A1 Notes) and the Series 3 Notes will be initially
represented by a Reg S Global Note Certificate.



                                      92
<PAGE>

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

(B) Register

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

(C) Title

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

(D) Transfers

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

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

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

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



                                      93
<PAGE>

     All transfers of Notes and entries on the Register are subject to the
detailed regulations concerning the transfer of Notes scheduled to the Current
Issuer Paying Agent and Agent Bank Agreement. The regulations may be changed
by the Current Issuer with the prior written approval of the Note Trustee and
the Registrar. A copy of the current regulations will be mailed (free of
charge) by the Registrar to any Noteholder who requests in writing a copy of
such regulations.

2. Status, Priority and Security

(A) Status

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

(B) Priority

(i) Interest

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

     Among the Series 2 Notes, payments of interest on the Series 2 Class A
Notes will be made ahead of payments of interest on the Series 2 Class B
Notes, the Series 2 Class M Notes and the Series 2 Class C Notes, payments of
interest on the Series 2 Class B Notes will be made ahead of payments of
interest on the Series 2 Class M Notes and the Series 2 Class C Notes and
payments of interest on the Series 2 Class M Notes will be made ahead of
payments of interest on the Series 2 Class C Notes. Among the Series 3 Notes,
payments of interest on the Series 3 Class A Notes will be made ahead of
payments of interest on the Series 3 Class B Notes, the Series 3 Class M Notes
and the Series 3 Class C Notes, payments of interest on the Series 3 Class B
Notes will be made ahead of payments of interest on the Series 3 Class M Notes
and the Series 3 Class C Notes and payments of interest on the Series 3 Class
M Notes will be made ahead of payments of interest on the Series 3 Class C
Notes.

     As among the Series 1 Notes, the Series 2 Notes and the Series 3 Notes:

     o  payments of interest on the Series 1 Class A1 Notes, the Series 1
        Class A2 Notes, the Series 2 Class A1 Notes, the Series 2 Class A2
        Notes and the Series 3 Class A Notes will be made in no order of
        priority among them but in proportion to the respective amounts due on
        the Class A Notes. These payments of interest on the Class A Notes
        will be made ahead of payments of interest on each Series of Class B
        Notes, each Series of Class M Notes and each Series of Class C Notes;

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

     o  payments of interest on the Series 1 Class M Notes, the Series 2 Class
        M Notes and the Series 3 Class M Notes will be made in no order of
        priority among them but in proportion to the respective amounts due on
        the Class M Notes. These payments of interest on the Class M Notes
        will be made ahead of payments of interest on each Series of the Class
        C Notes; and



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<PAGE>

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

(ii) Principal

     Subject to there being no Trigger Event and no enforcement of the Funding
Security and/or the Current Issuer Security, no Class of Notes will be repaid
an amount of principal which is greater than the Controlled Amortisation
Amount in respect of that Class of Notes for the relevant Payment Date and,
subject also to the satisfaction of certain conditions (described below) in
relation to the repayment of principal of the Class B Notes, the Class M Notes
and the Class C Notes at any time when any Class A Notes are outstanding,
payments of principal will be made in accordance with the following priority.

     Repayment of principal in respect of the Controlled Amortisation Amount
on the Series 1 Class A1 Notes will be made ahead of repayment of principal in
respect of the Controlled Amortisation Amount on the Series 1 Class A2 Notes,
the Series 2 Class A1 Notes, the Series 2 Class A2 Notes and the Series 3
Class A Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount
on the Series 1 Class A2 Notes will be made ahead of repayment of principal in
respect of the Controlled Amortisation Amount on the Series 2 Class A1 Notes,
the Series 2 Class A2 Notes and the Series 3 Class A Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount
on the Series 2 Class A1 Notes, the Series 2 Class A2 Notes and the Series 3
Class A Notes will be made in no order of priority between them but in
proportion to the respective Controlled Amortisation Amounts due on the Series
2 Class A1 Notes, the Series 2 Class A2 Notes and the Series 3 Class A Notes.

     Repayment of principal in respect of the Controlled Amortisation Amount
of the Series 2 Class A1 Notes, the Series 2 Class A2 Notes and the Series 3
Class A Notes will be made ahead of repayment of principal in respect of the
Controlled Amortisation Amount on the Class B Notes.

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

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

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

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



                                      95
<PAGE>

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

     Notwithstanding the foregoing priorities, the Controlled Amortisation
Amount payable in respect of each Class of Notes is determined by a schedule
that indicates the target balance for that Class of Notes on the relevant
Payment Date and not all Classes of Notes are scheduled to receive payments of
principal on each Payment Date, with some lower ranking Classes of Notes being
repaid principal before higher ranking Classes of Notes. The Controlled
Amortisation Amount payable on some Classes of Notes will also be zero.

(C) Conflict between the classes of Notes

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

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

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

     Similarly, the Current Issuer Trust Deed contains provisions limiting the
powers of the Class C Noteholders, inter alia, to request or direct the Note
Trustee to take any action or to pass an effective Extraordinary Resolution
according to the effect thereof on the



                                      96
<PAGE>

interests of the Class M Noteholders. Except in certain circumstances
described above and in Condition 11, the Current Issuer Trust Deed contains no
such limitation on the powers of the Class M Noteholders, the exercise of
which will be binding on the Class C Noteholders irrespective of the effect
thereof on their interests.

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

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

(D) Security

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

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

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

            (a)  the Current Issuer Intercompany Loan Agreement;

            (b)  the Funding Deed of Charge;

            (c)  the Second Priority Funding Deed of Charge;

            (d)  the Current Issuer Basis Rate Swap Agreement;

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

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

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

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

            (i)  the Current Issuer Corporate Services Agreement;

            (j)  the Current Issuer Bank Account Agreement;

            (k)  the Current Issuer Cash Management Agreement;

            (l)  the Current Issuer Trust Deed;

            (m)  any Swap Collateral Ancillary Document; and

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



                                      97
<PAGE>

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

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

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

3. Covenants

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

(A) Negative Pledge

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

(B) Disposal of Assets

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

(C) Equitable Interest

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

(D) Bank Accounts

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

(E) Restrictions on Activities

     carry on any business other than as described in the prospectus dated 23
January 2004 relating to the issue of the Dollar Notes and the related
activities described therein or as contemplated in the Transaction Documents
relating to the issue of the Notes and the making of the Current Issuer
Intercompany Loan;

(F) Borrowings

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

(G) Merger

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



                                      98
<PAGE>

(H) Waiver or Consent

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

(I) Employees or premises

     have any employees or premises or subsidiaries;

(J) Dividends and Distributions

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

(K) Purchase Notes

     purchase or otherwise acquire any Note or Notes; or

(L) United States activities

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

4. Interest

(A) Period of Accrual

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

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

     (i)    in respect of the Dollar Notes and the Euro Notes on the basis of
            actual days elapsed in a 360-day year; and

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

(B) Interest Payment Dates and Interest Periods

     Interest on the Notes is payable in arrears on each Interest Payment
Date.

     The order of payments of interest to be made on the classes of Notes will
be prioritised so that interest payments due and payable on the Class C Notes
will be subordinated to interest payments due and payable on the Class M
Notes, the Class B Notes and the Class A Notes, interest payments due and
payable on the Class M Notes will be subordinated to interest payments due and
payable on the Class B Notes and the



                                      99
<PAGE>

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

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

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

3. Covenants

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

(A) Negative Pledge

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

(B) Disposal of Assets

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

(C) Equitable Interest

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

(D) Bank Accounts

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

(E) Restrictions on Activities

     carry on any business other than as described in the prospectus dated 23
January 2004 relating to the issue of the Dollar Notes and the related
activities described therein or as contemplated in the Transaction Documents
relating to the issue of the Notes and the making of the Current Issuer
Intercompany Loan;

(F) Borrowings

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

(G) Merger

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



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(H) Waiver or Consent

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

(I) Employees or premises

     have any employees or premises or subsidiaries;

(J) Dividends and Distributions

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

(K) Purchase Notes

     purchase or otherwise acquire any Note or Notes; or

(L) United States activities

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

4. Interest

(A) Period of Accrual

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

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

     (i)    in respect of the Dollar Notes and the Euro Notes on the basis of
            actual days elapsed in a 360-day year; and

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

(B) Interest Payment Dates and Interest Periods

     Interest on the Notes is payable in arrears on each Interest Payment
Date.

     The order of payments of interest to be made on the classes of Notes will
be prioritised so that interest payments due and payable on the Class C Notes
will be subordinated to interest payments due and payable on the Class M
Notes, the Class B Notes and the Class A Notes, interest payments due and
payable on the Class M Notes will be subordinated to interest payments due and
payable on the Class B Notes and the



                                     101
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Class A Notes and interest payments due and payable on the Class B Notes will
be subordinated to interest payments due and payable on the Class A Notes, in
each case in accordance with the relevant Current Issuer Priority of Payments.

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

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

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

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

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

(C) Rates of Interest

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

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

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



                                     102
<PAGE>

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

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

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

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

There will be no minimum or maximum Rate of Interest.

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

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

     (ii)   If a Trigger Event occurs or the Current Issuer Security is
            enforced prior to the Interest Payment Date in December 2004, the
            Agent Bank shall, as soon as practicable thereafter, determine and
            notify the Current Issuer, the Current Issuer Cash Manager, the
            Note Trustee and the Paying Agents of (i) the Rates of Interest
            applicable to the Series 1 Class A1 Notes for the Interest Period
            commencing on the Interest Payment Date immediately preceding such
            Trigger Event or enforcement of the Current Issuer Security and
            ending on (but excluding) the next following Interest Payment
            Date, in each case, in respect of the Series 1 Class A1 Notes and
            (ii) the Note Interest Amount payable in respect of each Series 1
            Class A1 Note for such Interest Period.

     (iii)  The amount of interest in respect of each class of Notes in
            respect of an Interest Period (in each case, the "Interest
            Amount") shall be determined by applying the relevant Rate of
            Interest to the aggregate Principal Amount Outstanding of the
            relevant class of Notes of the relevant class, multiplying the sum
            by the applicable day count fraction described in Condition 4(A)
            and



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            rounding the resultant figure to the nearest cent, amounts equal
            to or above half a cent being rounded upwards and amounts below
            half a cent being rounded downwards (in the case of Dollar Notes
            and the Euro Notes) and the nearest penny, amounts equal to or
            above half a penny being rounded upwards and amounts below half a
            penny being rounded downwards (in the case of the Sterling Notes).

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

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

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

(F) Determination and/or Calculation by Note Trustee

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

(G) Notifications to be Final

     Subject to Condition 4(D)(ii) above, all notifications, opinions,
determinations, certificates, calculations, quotations and decisions given,
expressed, made or obtained for the purposes of this Condition 4, whether by
the Reference Banks (or any of them), any other bank or the Agent Bank (in the
absence of wilful default, bad faith or manifest error) shall be binding on
the Current Issuer, the Current Issuer Cash Manager, the Reference Banks, such
other bank, the Agent Bank, the Note Trustee and all Noteholders and (in such
absence as aforesaid) no liability to the Noteholders shall attach to the
Current Issuer, the Reference Banks, such other bank, the Agent Bank, the Note
Trustee or the Current Issuer Cash Manager in connection with the exercise or
non-exercise by them or any of them of their powers, duties and discretions
hereunder.



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(H) Reference Banks and Agent Bank

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

5. Redemption, Purchase and Cancellation

(A) Final Redemption

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

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

(B) Mandatory Redemption of the Notes in Part

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

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

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

     On each Note Determination Date the Current Issuer shall determine (or
cause the Current Issuer Cash Manager to determine) (i) the amount of any Note
Principal Payment payable in respect of each Note of the relevant series and
class on the immediately following Payment Date, (ii) the Principal Amount
Outstanding of each such Note which shall be $1,000 or, as the case may be,
$10,000 (in the case of each Dollar Note), A500,000 (in the case of each Euro
Note) and (GBP)1,000 or, as the case may be, (GBP)10,000 (in the case of each
Sterling Note) less (in each case) the aggregate amount of all Note Principal
Payments in respect of such Notes that have been paid since the Closing Date
and on or prior to that Note Determination Date (the "Principal Amount
Outstanding") and (iii) the fraction expressed as a decimal to the fifth
decimal point (the "Pool Factor"), of which the numerator is the Principal
Amount Outstanding of that Note (as referred to in



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(ii) above) and the denominator is $1,000 or, as the case may be, $10,000 (in
the case of each Dollar Note), A500,000 (in the case of each Euro Note) and
(GBP)1,000 or, as the case may be, (GBP)10,000 (in the case of each
Sterling Note). Each determination by or on behalf of the Current Issuer of
any Note Principal Payment of a Note, the Principal Amount Outstanding of a
Note and the Pool Factor shall in each case (in the absence of wilful default,
bad faith or manifest error) be final and binding on all persons.

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

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

(D) Optional Redemption in Full

     Subject to the provisos below, upon giving not more than 60 nor less than
30 days' prior notice to the Note Trustee and the Noteholders in accordance
with Condition 14, the Current Issuer may redeem the Notes at their aggregate
Principal Amount Outstanding together with any accrued and unpaid interest in
respect thereof on the following dates:

     (i)    with respect to all of the Notes (other than the Series 1 Class A1
            Notes), on the Payment Date falling in March 2009 and on any
            Payment Date thereafter. This gives the Current Issuer the option
            to redeem the Notes (other than the Series 1 Class A1 Notes) on or
            after the March 2009 step-up date for interest; or

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

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

(E) Optional Redemption for Tax and other Reasons

     If the Current Issuer at any time satisfies the Note Trustee immediately
prior to the giving of the notice referred to below that on the next Payment
Date or Interest Payment Date either (i) the Current Issuer would be required
to deduct or withhold from any payment of principal or interest or any other
amount under any of the Notes any amount for or on account of any present or
future taxes, duties, assessments or governmental



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

     Subject to the proviso below, if the Current Issuer is unable to arrange
a substitution as described above and, as a result, one or more of the events
described in (i) or (ii) above (as the case may be) is continuing, then the
Current Issuer may, having given not more than 60 nor less than 30 days'
notice to the Note Trustee and the Noteholders in accordance with Condition
14, redeem all (but not some only) of the Notes on the immediately succeeding
Payment Date at their aggregate Principal Amount Outstanding together with any
accrued and unpaid interest in respect thereof provided that (in either case),
prior to giving any such notice, the Current Issuer shall have provided to the
Note Trustee (A) a certificate signed by two directors of the Current Issuer
stating the circumstances referred to in (i) or (ii) and (iii) above prevail
and setting out details of such circumstances and (B) an opinion in form and
substance satisfactory to the Note Trustee of independent legal advisors of
recognised standing to the effect that the Current Issuer has or will become
obliged to pay such additional amounts as a result of such change or
amendment. The Note Trustee shall be entitled to accept such certificate and
opinion as sufficient evidence of the satisfaction of the circumstance set out
in (i) or (ii) and (iii) above, in which event they shall be conclusive and
binding on the Noteholders. The Current Issuer may only redeem the Notes as
aforesaid if the Note Trustee is satisfied in accordance with the Transaction
Documents that the Current Issuer will have the funds, not subject to the
interest of any other person, required to redeem the Notes as aforesaid and
any amounts required under the Current Issuer Pre-Enforcement Revenue Priority
of Payments currently set out in the Current Issuer Cash Management Agreement
to be paid in priority to or pari passu with the Notes outstanding in
accordance with the terms and conditions thereof.

     In addition to the foregoing, if at any time it becomes unlawful for the
Current Issuer to make, fund or allow to remain outstanding the Current Issuer
Intercompany Loan, then the Current Issuer may require Funding upon giving not
more than 60 nor less than 30 days' (or such shorter period as may be required
under any relevant law) prior written notice to the Current Issuer and the
Note Trustee, to prepay the Current Issuer Intercompany Loan on any Payment
Date subject to and in accordance with the provisions of the Current Issuer
Intercompany Loan Agreement to the extent necessary to cure such illegality.
Such monies received by the Current Issuer shall be used to redeem the Current
Issuer Notes in full on that Payment Date.

(F) Optional Redemption for Implementation of New Basel Capital Accord

     If the New Basel Capital Accord, as described in the third consultative
document, the "New Basel Capital Accord" published in April 2003 by the Basel
Committee on Banking Supervision, has been implemented in the United Kingdom,
whether by rule of law, recommendation or best practice or by any other
regulation, then on the Payment Date



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falling in June 2008 and on any Payment Date thereafter, the Current Issuer
may, by giving not more than 60 nor less than 30 days' (or such shorter period
as may be required under any relevant law) prior notice to the Note Trustee
and the Noteholders in accordance with Condition 14, redeem all (but not some
only) of the Notes at their aggregate Principal Amount Outstanding together
with any accrued and unpaid interest in respect thereof on the next following
Payment Date, provided that a Note Enforcement Notice has not been served. The
Current Issuer may only redeem the Notes as aforesaid if the Note Trustee is
satisfied in accordance with the Transaction Documents that the Current Issuer
will have the funds, not subject to the interest of any other person, required
to redeem the Notes as aforesaid and any amounts required under the Current
Issuer Pre-Enforcement Revenue Priority of Payments currently set out in the
Current Issuer Cash Management Agreement to be paid in priority to or pari
passu with the Notes outstanding in accordance with the terms and conditions
thereof.

6. Payments

(A) Payment of Interest and Principal

     Payments of principal shall be made by US Dollar cheque, in the case of
the Dollar Notes, Euro cheque, in the case of the Euro Notes or Sterling
cheque, in the case of the Sterling Notes, drawn on, or upon application by a
Holder of the relevant Note to the Specified Office of the Principal Paying
Agent not later than the fifteenth day before the due date for any such
payment, or by transfer to a US Dollar account maintained by the payee with a
bank in New York City or (as the case may be) to a Sterling account maintained
by the payee with a bank in London or (as the case may be) to a Euro account
maintained by the payee with a bank as specified by the payee, and (in the
case of final redemption) upon surrender (or, in the case of part payment
only, endorsement) of the relevant Note Certificates at the Specified Office
of any Paying Agent.

     Payments of interest shall be made by US Dollar cheque, in the case of
the Dollar Notes, Euro cheque, in the case of the Euro Notes or Sterling
cheque, in the case of the Sterling Notes, drawn on, or upon application by a
Holder of the relevant Note to the Specified Office of the Principal Paying
Agent not later than the fifteenth day before the due date for any such
payment, or by transfer to a US Dollar account maintained by the payee with a
bank in New York City or (as the case may be) to a Sterling account maintained
by the payee with a bank in London or (as the case may be) to a Euro account
maintained by the payee with a bank as directed by the payee, and (in the case
of interest payable on redemption) upon surrender (or, in the case of part
payment only, endorsement) of the relevant Note Certificates at the Specified
Office of any Paying Agent.

(B) Laws and Regulations

     Payments of principal and interest in respect of the Notes are subject in
all cases to any fiscal or other laws and regulations applicable thereto.
Noteholders will not be charged commissions or expenses on payments.

(C) Payment of Interest following a failure to pay Principal

     If payment of principal is improperly withheld or refused on or in
respect of any Note or part thereof, the interest which continues to accrue in
respect of such Note in accordance with Condition 4(A) will be paid in
accordance with this Condition 6.

(D) Change of Agents

     The initial Principal Paying Agent, the Registrar, the Transfer Agent and
the initial Paying Agents and their respective initial Specified Offices are
listed at the end of these Conditions. The Current Issuer reserves the right,
subject to the prior written approval of the Note Trustee, at any time to vary
or terminate the appointment of the Principal Paying Agent, the Registrar, the
Transfer Agent and the US Paying Agent and to appoint additional or other
Paying Agents. The Current Issuer will at all times maintain a Paying

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Agent with a Specified Office in London and a US Paying Agent with a Specified
Office in New York and a Registrar. Except where otherwise provided in the
Current Issuer Trust Deed, the Current Issuer will cause at least 30 days'
notice of any change in or addition to the Paying Agents, the Transfer Agent
or the Registrar or their Specified Offices to be given in accordance with
Condition 14 and will notify the Rating Agencies of such change or addition.

(E) No payment on non-Business Day

     Where payment is to be made by transfer to a US Dollar account, Sterling
account or Euro account, payment instructions (for value the due date or, if
the due date is not a Payment Business Day, for value the next succeeding
Business Day) will be initiated and, where payment is to be made by US Dollar
cheque, Sterling cheque or Euro cheque, the cheque will be mailed (i) (in the
case of payments of principal and interest payable on redemption) on the later
of the due date for payment and the day on which the relevant Note is
surrendered (or, in the case of part payment only, endorsed) at the Specified
Office of a Paying Agent and (ii) (in the case of payments of interest payable
other than on redemption) on the due date for payment. A Holder of a Note
shall not be entitled to any interest or other payment in respect of any delay
in payment resulting from (A) the due date for a payment not being a Payment
Business Day or (B) a cheque mailed in accordance with this Condition 6(E)
arriving after the due date for payment or being lost in the mail.

(F) Partial Payment

     If a Paying Agent makes a partial payment in respect of any Note, the
Current Issuer shall procure and the registrar will ensure that the amount and
date of such payment are noted on the Register and, in the case of partial
payment upon presentation of a Note Certificate, that a statement indicating
the amount and date of such payment is endorsed on the relevant Note
Certificate.

(G) Record Date

     Each payment in respect of a Note will be made to the person shown as the
Holder in the Register at the opening of business in the place of the
Registrar's Specified Office on the fifteenth day before the due date for such
payment (the "Record Date"). Where payment in respect of a Note is to be made
by cheque, the cheque will be mailed to the address shown as the address of
the Holder in the Register at the opening of business on the relevant Record
Date.

(H) Payment of Interest

     Subject as provided otherwise in these Conditions, if interest is not
paid in respect of a Note of any class on the date when due and payable (other
than because the due date is not a Payment Business Day) or by reason of
non-compliance with Condition 6(A), then such unpaid interest shall itself
bear interest at the Rate of Interest applicable from time to time to such
Note until such interest and interest thereon are available for payment and
notice thereof has been duly given in accordance with Condition 14.

7. Prescription

     Claims against the Current Issuer for payment of interest and principal
on redemption shall be prescribed and become void if the relevant Note
Certificates are not surrendered for payment within a period of 10 years from
the relevant date in respect thereof. After the date on which a payment under
a Note becomes void in its entirety, no claim may be made in respect thereof.
In this Condition 7, the "relevant date", in respect of a payment under a
Note, is the date on which the payment in respect thereof first becomes due or
(if the full amount of the monies payable in respect of those payments under
all the Notes due on or before that date has not been duly received by the
Principal Paying Agent, the



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US Paying Agent or the Note Trustee on or prior to such date) the date on
which the full amount of such monies having been so received or notice to that
effect is duly given to Noteholders in accordance with Condition 14.

8. Taxation

     All payments in respect of the Notes will be made without withholding or
deduction for, or on account of, any present or future taxes, duties or
charges of whatsoever nature unless the Current Issuer or any relevant Paying
Agent is required by applicable law to make any payment in respect of the
Notes subject to any such withholding or deduction. In that event, the Current
Issuer or such Paying Agent shall make such payment after such withholding or
deduction has been made and shall account to the relevant authorities for the
amount so required to be withheld or deducted. No Paying Agent nor the Current
Issuer will be obliged to make any additional payments to Noteholders in
respect of such withholding or deduction.

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

9. Events of Default

(A) Class A Noteholders:

     The Note Trustee in its absolute discretion may give notice to the
Current Issuer and the Security Trustee of a Current Issuer Note Event of
Default (as defined below) in respect of the Class A Notes (a "Class A Note
Enforcement Notice"), and shall give such notice if it is indemnified to its
satisfaction and (1) if so requested in writing by the Holders of not less
than 25 per cent. in aggregate Principal Amount Outstanding of the Class A
Notes or (2) if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Class A Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events
which is continuing or unwaived:

     (i)    default being made for a period of seven Business Days in the
            payment of any amount of principal of any Class A Note when and as
            the same ought to be paid in accordance with these Conditions or
            default being made for a period of fifteen Business Days in the
            payment of any amount of interest on any Class A Note when and as
            the same ought to be paid in accordance with these Conditions; or

     (ii)   the Current Issuer failing duly to perform or observe any other
            obligation binding upon it under the Class A Notes, the Current
            Issuer Trust Deed, the Current Issuer Deed of Charge or any other
            Transaction Document and, in any such case (except where the Note
            Trustee certifies that, in its opinion, such failure is incapable
            of remedy, in which case no notice will be required), such failure
            is continuing unremedied for a period of 30 days following the
            service by the Note Trustee on the Current Issuer of notice
            requiring the same to be remedied and the Note Trustee has
            certified that the failure to perform or observe is materially
            prejudicial to the interests of the Class A Noteholders; or

     (iii)  the Current Issuer, otherwise than for the purposes of such
            amalgamation or reconstruction as is referred to in sub-paragraph
            (iv) below, ceases or threatens to cease to carry on its business
            or a substantial part of its business or the Current Issuer is
            deemed unable to pay its debts within the meaning of section
            123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as that
            section may be amended, modified or re-enacted) or becomes unable
            to pay its debts within the meaning of section 123(2) of the
            Insolvency Act 1986 (as that section may be amended, modified or
            re-enacted); or



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     (iv)   an order being made or an effective resolution being passed for
            the winding-up of the Current Issuer except a winding-up for the
            purposes of or pursuant to an amalgamation, restructuring or
            merger the terms of which have previously been approved by the
            Note Trustee in writing or by an Extraordinary Resolution of the
            Class A Noteholders; or

     (v)    proceedings being otherwise initiated against the Current Issuer
            under any applicable liquidation, insolvency, composition,
            reorganisation or other similar laws (including, but not limited
            to, presentation of a petition for administration or the filing of
            documents with the court for an administration) and (except in the
            case of presentation of a petition for an administration order)
            such proceedings are not, in the opinion of the Note Trustee,
            being disputed in good faith with a reasonable prospect of
            success, a formal notice is given of intention to appoint an
            administrator in relation to the Current Issuer or an
            administration order being granted or an administrative receiver
            or other receiver, liquidator or other similar official being
            appointed in relation to the Current Issuer or in relation to the
            whole or any substantial part of the undertaking or assets of the
            Current Issuer, or an encumbrancer taking possession of the whole
            or any substantial part of the undertaking or assets of the
            Current Issuer, or a distress, execution, diligence or other
            process being levied or enforced upon or sued out against the
            whole or any substantial part of the undertaking or assets of the
            Current Issuer and such possession or process (as the case may be)
            not being discharged or not otherwise ceasing to apply within 30
            days, or the Current Issuer initiating or consenting to judicial
            proceedings relating to itself under applicable liquidation,
            insolvency, composition, reorganisation or other similar laws or
            making a conveyance or assignment for the benefit of its creditors
            generally or a composition or similar arrangement with the
            creditors or takes steps with a view to obtaining a moratorium in
            respect of its indebtedness, including without limitation, the
            filing of documents with the court; or

     (vi)   if an Intercompany Loan Enforcement Notice is served under any
            Intercompany Loan Agreement while any of the Class A Notes is
            outstanding.

(B) Class B Noteholders

     This Condition 9(B) shall have no effect if, and for as long as, any
Class A Notes are outstanding. Subject thereto, for so long as any Class B
Notes are outstanding, the Note Trustee in its absolute discretion may give
notice to the Current Issuer and the Security Trustee of a Current Issuer Note
Event of Default (as defined below) in respect of the Class B Notes (a "Class
B Note Enforcement Notice"), and shall give such notice if it is indemnified
to its satisfaction and (1) if so requested in writing by the Holders of not
less than 25 per cent. in aggregate Principal Amount Outstanding of the Class
B Notes or (2) if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Class B Noteholders, declaring (in writing) the
Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

     (i)    default being made for a period of seven Business Days in the
            payment of any amount of principal of any Class B Note when and as
            the same ought to be paid in accordance with these Conditions or
            default being made for a period of fifteen Business Days in the
            payment of any amount of interest on any Class B Note when and as
            the same ought to be paid in accordance with these Conditions; or

     (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
            (iv), (v) or (vi) above provided that the references in Condition
            9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
            Noteholders shall be read as references to Class B Notes and Class
            B Noteholders, respectively.



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<PAGE>

(C) Class M Noteholders

     This Condition 9(C) shall have no effect if, and for as long as, any
Class A Notes or any Class B Notes are outstanding. Subject thereto, for so
long as any Class M Notes are outstanding, the Note Trustee in its absolute
discretion may give notice to the Current Issuer and the Security Trustee of a
Current Issuer Note Event of Default (as defined below) in respect of the
Class M Notes (a "Class M Note Enforcement Notice"), and shall give such
notice if it is indemnified to its satisfaction and (1) if so requested in
writing by the Holders of not less than 25 per cent. in aggregate Principal
Amount Outstanding of the Class M Notes or (2) if so directed by or pursuant
to an Extraordinary Resolution passed at a meeting of the Class M Noteholders,
declaring (in writing) the Notes to be due and repayable (and they shall
forthwith become due and repayable) at any time after the happening of any of
the following events:

     (i)    default being made for a period of seven Business Days in the
            payment of any amount of principal of any Class M Note when and as
            the same ought to be paid in accordance with these Conditions or
            default being made for a period of fifteen Business Days in the
            payment of any amount of interest on any Class M Note when and as
            the same ought to be paid in accordance with these Conditions; or

     (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
            (iv), (v) or (vi) above provided that the references in Condition
            9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
            Noteholders shall be read as references to Class M Notes and Class
            M Noteholders, respectively.

(D) Class C Noteholders

     This Condition 9(D) shall have no effect if, and for as long as, any
Class A Notes, any Class B Notes or any Class M Notes are outstanding. Subject
thereto, for so long as any Class C Notes are outstanding, the Note Trustee in
its absolute discretion may give notice to the Current Issuer and the Security
Trustee of a Current Issuer Note Event of Default (as defined below) in
respect of the Class C Notes (a "Class C Note Enforcement Notice"), and shall
give such notice if it is indemnified to its satisfaction and (1) if so
requested in writing by the Holders of not less than 25 per cent. in aggregate
Principal Amount Outstanding of the Class C Notes or (2) if so directed by or
pursuant to an Extraordinary Resolution passed at a meeting of the Class C
Noteholders, declaring (in writing) the Notes to be due and repayable (and
they shall forthwith become due and repayable) at any time after the happening
of any of the following events:

     (i)    default being made for a period of seven Business Days in the
            payment of any amount of principal of any Class C Note when and as
            the same ought to be paid in accordance with these Conditions or
            default being made for a period of fifteen Business Days in the
            payment of any amount of interest on any Class C Note when and as
            the same ought to be paid in accordance with these Conditions; or

     (ii)   the occurrence of any of the events in Condition 9(A)(ii), (iii),
            (iv), (v) or (vi) above provided that the references in Condition
            9(A)(ii) and Condition 9(A)(iv) to Class A Notes and Class A
            Noteholders shall be read as references to Class C Notes and Class
            C Noteholders respectively.

(E) Following Service of a Note Enforcement Notice

     For the avoidance of doubt, upon any Note Enforcement Notice being given
by the Note Trustee in accordance with Condition 9(A), (B), (C) or (D) above,
all classes of the Notes then outstanding shall immediately become due and
repayable, without further action or formality at their Principal Amount
Outstanding together with any accrued and unpaid interest in respect thereof
as provided in the Current Issuer Trust Deed.



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10. Enforcement of Notes

     The Note Trustee may, at its discretion and without notice at any time
and from time to time, take such steps and institute such proceedings against
the Current Issuer or any other person as it may think fit to enforce the
provisions of the Notes, the Current Issuer Trust Deed (including these
Conditions), the Current Issuer Deed of Charge or any of the other Transaction
Documents. The Note Trustee may, at its discretion and without notice, at any
time after the Current Issuer Security has become enforceable, take such steps
as it may think fit to enforce the Current Issuer Security. The Note Trustee
shall not be bound to take any such proceedings or steps unless:

     (i)    (subject in all cases to restrictions contained in the Current
            Issuer Trust Deed or, as the case may be, the Current Issuer Deed
            of Charge to protect the interests of any higher ranking class of
            Noteholders) it shall have been so directed by an Extraordinary
            Resolution (as described in Condition 9) of the Class A
            Noteholders, the Class B Noteholders, the Class M Noteholders or
            the Class C Noteholders or so requested in writing by the Holders
            of at least 25 per cent. in Principal Amount Outstanding of the
            Class A Notes, Class B Notes, Class M Notes or Class C Notes; and

     (ii)   it shall have been indemnified to its satisfaction.

     Amounts available for distribution after enforcement of the Current
Issuer Security shall be distributed in accordance with the terms of the
Current Issuer Deed of Charge.

     No Noteholder may institute any proceedings against the Current Issuer to
enforce its rights under or in respect of the Notes or the Current Issuer
Trust Deed unless (1) the Note Trustee has become bound to institute
proceedings and has failed to do so within 30 days of becoming so bound and
(2) such failure is continuing; provided that, no Class B Noteholder, Class M
Noteholder or Class C Noteholder will be entitled to commence proceedings for
the winding up or administration of the Current Issuer unless there are no
outstanding Notes of a class with higher priority, or if Notes of a class with
higher priority are outstanding, there is consent of Noteholders of not less
than 25 per cent. of the aggregate principal amount of the Notes outstanding
(as defined in the Current Issuer Trust Deed) of the class or classes of Notes
with higher priority. Notwithstanding the foregoing and notwithstanding any
other provision of the Current Issuer Trust Deed, the right of any Noteholder
to receive payment of principal and interest on its Notes on or after the due
date for such principal or interest, or to institute suit for the enforcement
of payment of that principal or interest, may not be impaired or affected
without the consent of that Noteholder.

     In the event that (a) the Current Issuer Security is enforced and after
payment of all other claims ranking in priority to the Notes under the Current
Issuer Deed of Charge, the remaining proceeds of such enforcement are
insufficient to pay in full all principal and interest and other amounts
whatsoever due in respect of the Notes and all other claims ranking pari passu
therewith or (b) within 20 days following the Final Maturity Date of the
latest maturing Note, the Note Trustee certifies that there is no further
amount outstanding under the related Current Issuer Intercompany Loan, then
all interests in the Global Note Certificate will be automatically exchanged
for equivalent interests in an equivalent amount of Notes in an equivalent
Principal Amount Outstanding in Individual Note Certificates and such Global
Note Certificate will be cancelled on the date of such exchange. The
Noteholders are required and the Note Trustee is required on their behalf at
the request of the Post Enforcement Call Option Holder, to transfer or (as the
case may be) procure transfer of all (but not some only) of the Notes to the
Post Enforcement Call Option Holder pursuant to the option granted to it by
the Note Trustee (as agent for the Noteholders) pursuant to the Current Issuer
Post Enforcement Call Option Agreement. The Noteholders will not be paid for
that transfer. Immediately upon such transfer, no such former Noteholder shall
have any further interest in the Notes. Each of the Noteholders acknowledges
that the Note Trustee has the authority and the power to bind the



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     Noteholders in accordance with the terms and conditions set out in the
Current Issuer Post Enforcement Call Option Agreement and each Noteholder, by
subscribing for or purchasing Notes, agrees to be so bound.

11. Meetings of Noteholders, Modifications and Waiver

(A) Meetings of Noteholders

     The Current Issuer Trust Deed contains provisions for convening meetings
of each class of Noteholders to consider any matter affecting their interests,
including the sanctioning by Extraordinary Resolution of a modification of any
provision of these Conditions or the provisions of any of the Transaction
Documents.

(1) Class A Notes

     The Current Issuer Trust Deed provides that:

     (i)    a single meeting of the Holders of all series of Class A Notes may
            be held whether or not there is a conflict of interest between the
            Holders of such series of the Class A Notes;

     (ii)   there shall be no provision for a meeting of the Holders of one
            series only of the Class A Notes; and

     (iii)  as the Class A Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Class A Note denominated
            in Dollars or Euro shall be converted into Sterling at the
            relevant Current Issuer Dollar Currency Swap Rate or Current
            Issuer Euro Currency Swap Rate, respectively.

(2) Class B Notes

     The Current Issuer Trust Deed provides that:

     (i)    a single meeting of the Holders of all series of Class B Notes may
            be held whether or not there is a conflict of interest between the
            Holders of such series of the Class B Notes;

     (ii)   there shall be no provision for a meeting of the Holders of one
            series only of the Class B Notes; and

     (iii)  as the Class B Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Class B Note denominated
            in Dollars or Euro shall be converted into Sterling at the
            relevant Current Issuer Dollar Currency Swap Rate or Current
            Issuer Euro Currency Swap Rate, respectively.

(3) Class M Notes

     The Current Issuer Trust Deed provides that:

     (i)    a single meeting of the Holders of all series of Class M Notes may
            be held whether or not there is a conflict of interest between the
            Holders of such series of the Class M Notes;

     (ii)   there shall be no provision for a meeting of the Holders of one
            series only of the Class M Notes; and

     (iii)  as the Class M Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Class M Note denominated
            in Dollars or Euro shall be converted into Sterling at the
            relevant Current Issuer Dollar Currency Swap Rate or Current
            Issuer Euro Currency Swap Rate, respectively.

(4) The Class C Notes

     The Current Issuer Trust Deed provides that:

     (i)    a single meeting of the Holders of all series of Class C Notes may
            be held whether or not there is a conflict of interest between the
            Holders of such series of the Class C Notes;



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<PAGE>

     (ii)   there shall be no provision for a meeting of the Holders of one
            series only of the Class C Notes; and

     (iii)  as the Class C Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Class C Note denominated
            in Dollars or Euro shall be converted into Sterling at the
            relevant Current Issuer Dollar Currency Swap Rate or Current
            Issuer Euro Currency Swap Rate, respectively.

     Subject as provided in the following paragraph, the quorum at any meeting
of the Noteholders of any class convened to consider an Extraordinary
Resolution will be two or more persons holding or representing more than half
of the aggregate Principal Amount Outstanding of the Notes of that class or,
at any adjourned meeting, two or more persons being or representing
Noteholders of that class, whatever the aggregate Principal Amount Outstanding
of the Notes so held or represented.

     The quorum at any meeting of the Noteholders of any class for passing an
Extraordinary Resolution which includes the sanctioning of a modification
which would have the effect of altering the amount, rate or timing of payments
on the Notes, the currency of payment of the Notes, or altering the priority
of payments or altering the quorum or majority required in relation to this
exception (a "Basic Terms Modification"), shall be two or more persons holding
or representing not less than three quarters or, at any adjourned and
reconvened meeting, not less than one quarter of the aggregate Principal
Amount Outstanding of the Notes of such class.

     A resolution signed by or on behalf of all the Noteholders of the
relevant class who for the time being are entitled to receive notice of a
meeting under the Current Issuer Trust Deed shall for all purposes be as valid
and effective as an Extraordinary Resolution passed at a meeting of such class
of Noteholders.

(B) Limitations on Class B Noteholders

     Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Class B Noteholders shall take effect for any purpose while any Class A Notes
remain outstanding unless it shall have been sanctioned by an Extraordinary
Resolution of the Class A Noteholders or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the Class A
Noteholders.

(C) Limitations on Class M Noteholders

     Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Class M Noteholders shall take effect for any purpose while any Class A Notes
or any Class B Notes remain outstanding unless it shall have been sanctioned
by an Extraordinary Resolution of the Class A Noteholders and an Extraordinary
Resolution of the Class B Noteholders, or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the Class A
Noteholders and the Class B Noteholders.

(D) Limitations on Class C Noteholders

     Subject as provided below in relation to an Extraordinary Resolution
concerning a Basic Terms Modification, no Extraordinary Resolution of the
Class C Noteholders shall take effect for any purpose while any Class A Notes,
any Class B Notes or any Class M Notes remain outstanding unless it shall have
been sanctioned by an Extraordinary Resolution of the Class A Noteholders, an
Extraordinary Resolution of the Class B Noteholders and an Extraordinary
Resolution of the Class M Noteholders, or the Note Trustee is of the opinion
that it would not be materially prejudicial to the interests of the Class A
Noteholders, the Class B Noteholders and the Class M Noteholders.



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(E) Basic Terms Modifications

     (i)    An Extraordinary Resolution of the Class A Noteholders concerning
            a Basic Terms Modification will not be effective unless it shall
            have been sanctioned by an Extraordinary Resolution of the Class B
            Noteholders, an Extraordinary Resolution of the Class M
            Noteholders and an Extraordinary Resolution of the Class C
            Noteholders.

     (ii)   An Extraordinary Resolution of the Class B Noteholders concerning
            a Basic Terms Modification will not be effective unless it shall
            have been sanctioned by an Extraordinary Resolution of the Class A
            Noteholders, an Extraordinary Resolution of the Class M
            Noteholders and an Extraordinary Resolution of the Class C
            Noteholders.

     (iii)  An Extraordinary Resolution of the Class M Noteholders concerning
            a Basic Terms Modification will not be effective unless it is also
            sanctioned by an Extraordinary Resolution of the Class A
            Noteholders, an Extraordinary Resolution of the Class B
            Noteholders and an Extraordinary Resolution of the Class C
            Noteholders.

     (iv)   An Extraordinary Resolution of the Class C Noteholders concerning
            a Basic Terms Modification will not be effective unless it is also
            sanctioned by an Extraordinary Resolution of the Class A
            Noteholders, an Extraordinary Resolution of the Class B
            Noteholders and an Extraordinary Resolution of the Class M
            Noteholders.

(F) Modifications and Determinations by Note Trustee

     The Note Trustee may agree, without the consent of the relevant class of
Noteholders, (i) to any modification (other than a Basic Terms Modification)
of, or to the waiver or authorisation of any breach or proposed breach of, the
Conditions of a particular class or classes or any of the Transaction
Documents which is not, in the opinion of the Note Trustee, materially
prejudicial to the interests of the relevant class or classes of the
Noteholders or (ii) to any modification of these Conditions or any of the
Transaction Documents which, in the opinion of the Note Trustee, is of a
formal, minor or technical nature or is to correct a manifest error.

     Any such modification, waiver, authorisation or determination shall be
binding on the Noteholders and, unless the Note Trustee agrees otherwise, any
such modification shall be notified to the Noteholders and the Rating Agencies
in accordance with Condition 14 as soon as practicable thereafter.

     The Note Trustee may agree, without the consent of the Holders of the
Sterling Notes on or after the Specified Date (as defined below), to such
modifications to the Sterling Notes and the Current Issuer Trust Deed in
respect of redenomination of such Notes in euro and associated
reconventioning, renominalisation and related matters in respect of such Notes
as may be proposed by the Current Issuer (and confirmed by an independent
financial institution approved by the Note Trustee to be in conformity with
then applicable market conventions) and to provide for redemption at the euro
equivalent of the sterling principal amount of the Sterling Notes. For these
purposes, "Specified Date" means the date on which the United Kingdom
participates in the third stage of European economic and monetary union
pursuant to the Treaty establishing the European Community, as amended by the
Treaty on European Union, or otherwise participates in European economic and
monetary union in a manner with an effect similar to such third stage.

     Any such modification shall be binding on the Holders of the Sterling
Notes and, unless the Note Trustee agrees otherwise, any such modification
shall be notified to such Noteholders in accordance with Condition 14 as soon
as practicable thereafter.



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(G) Exercise of Note Trustee's Functions

     Where the Note Trustee is required, in connection with the exercise of
its powers, trusts, authorities, duties and discretions, to have regard to the
interests of the Noteholders of one class, it shall have regard to the
interests of such Noteholders as a class and, in particular but without
prejudice to the generality of the foregoing, the Note Trustee shall not have
regard to, or be in any way liable for, the consequences of such exercise for
individual Noteholders resulting from their being for any purpose domiciled or
resident in, or otherwise connected with, or subject to the jurisdiction of,
any particular territory. In connection with any such exercise, the Note
Trustee shall not be entitled to require, and no Noteholder shall be entitled
to claim, from the Current Issuer or any other person, any indemnification or
payment in respect of any tax consequence of any such exercise upon individual
Noteholders.

12. Indemnification of the Note Trustee

     The Current Issuer Trust Deed and the Current Issuer Deed of Charge
contain provisions governing the responsibility (and relief from
responsibility) of the Note Trustee and providing for its indemnification in
certain circumstances, including, among others, provisions relieving it from
taking enforcement proceedings or enforcing the Current Issuer Security unless
indemnified to its satisfaction. The Note Trustee is also entitled to be paid
its costs and expenses in priority to any interest payments to Noteholders.

     The Note Trustee and its related companies are entitled to enter into
business transactions with the Current Issuer, the Current Issuer Cash
Manager, Northern Rock plc and/or the related companies of any of them and to
act as note trustee for the Holders of any new Notes and/or any other person
who is a party to any Transaction Document or whose obligations are comprised
in the Current Issuer Security and/or any of its subsidiary or associated
companies without accounting for any profit resulting therefrom.

     The Note Trustee will not be responsible for any loss, expense or
liability which may be suffered as a result of any assets comprised in the
Current Issuer Security, or any deeds or documents of title thereto, being
uninsured or inadequately insured or being held by clearing organisations or
their operators or by intermediaries such as banks, brokers or other similar
persons on behalf of the Note Trustee.

     Furthermore, the Note Trustee will be relieved of liability for making
searches or other inquiries in relation to the assets comprising the Current
Issuer Security. The Note Trustee does not have any responsibility in relation
to the legality and the enforceability of the trust arrangements and the
related Current Issuer Security. The Note Trustee will not be obliged to take
any action which might result in its incurring personal liabilities. The Note
Trustee is not obliged to monitor or investigate the performance of any other
person under the Current Issuer related documents or the documents relating to
the Current Issuer Intercompany Loan and the Mortgages Trust and is entitled
to assume, until it has actual knowledge to the contrary, that all such
persons are properly performing their duties, unless it receives express
notice to the contrary.

     The Note Trustee will not be responsible for any deficiency which may
arise because it is liable to tax in respect of the proceeds of any Current
Issuer Security.

     Similar provisions in respect of the indemnification of the Security
Trustee are set out in the Transaction Documents.

13. Replacement of Notes

     If Individual Note Certificates are lost, stolen, mutilated, defaced or
destroyed, the Noteholder can replace them at the Specified Office of any
Paying Agent. The Noteholder will be required both to pay the expenses of
producing a replacement and to comply with the Current Issuer's, the
Registrar's and the Paying Agent's reasonable requests for evidence and
indemnity. The Noteholder must surrender any defaced or mutilated Note
Certificates before replacements will be issued.



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<PAGE>

     If a Global Note Certificate is lost, stolen, mutilated, defaced or
destroyed, the Current Issuer will deliver a replacement Global Note
Certificate to the registered holder upon satisfactory evidence and surrender
of any defaced or mutilated Global Note Certificate. A replacement will only
be made upon payment of the expenses for a replacement and compliance with the
Current Issuer's, Registrar's and Paying Agents' reasonable requests as to
evidence and indemnity.

14. Notice to Noteholders

(A) Publication of Notice

     Notices to Noteholders will be sent to them by first class mail (or its
equivalent) or (if posted to a non-UK address) by airmail at the respective
addresses on the Register. Any such notice shall have been deemed to have been
given on the fourth day after the date of mailing. In addition, any notice
shall be validly given if published on the date of such mailing in The
Financial Times and, for so long as amounts are outstanding on the Dollar
Notes, in a daily newspaper of general circulation in New York (which is
expected to be The New York Times) or, if such publication is not practicable,
in a leading English language daily newspaper having general circulation in
the United States; provided that if, at any time, the Current Issuer procures
that the information concerned in such notice shall appear on a page of the
Reuters screen, or any other medium for electronic display of data as may be
previously approved in writing by the Note Trustee and notified to Noteholders
(in each case a "Relevant Screen"), publication in the newspapers set out
above or such other newspaper or newspapers shall not be required with respect
to such information, provided however, that in the case that any Notes are
listed on the Official List of the UK Listing Authority and admitted to
trading by the London Stock Exchange, notices of Noteholder Meetings shall
continue to be published as set forth above. Any such notice shall be deemed
to have been given on the date of such publication or, if published more than
once or on different dates, on the first date on which publication shall have
been made in the newspaper or newspapers in which (or on the Relevant Screen
on which) publication is required.

(B) Note Trustee's Discretion to Select Alternative Method

     The Note Trustee shall be at liberty to sanction some other method of
giving notice to the Noteholders or any class or category of them if, in its
opinion, such other method is reasonable having regard to market practice then
prevailing and to the requirements of the stock exchanges on which the Notes
are then listed and provided that notice of such other method is given to the
Noteholders in such manner as the Note Trustee shall require.

15. Governing Law and Jurisdiction

     The Transaction Documents (other than the Current Issuer Underwriting
Agreement (which is governed by the laws of the State of New York)) and the
Notes are governed by English law, except for those provisions in which
security is taken over property situated in Jersey, to which Jersey law shall
apply and certain provisions relating to property situated in Scotland, to
which Scots law shall apply. The courts of England are to have nonexclusive
jurisdiction to settle any disputes which may arise out of or in connection
with the Notes and the Transaction Documents (other than the Current Issuer
Underwriting Agreement). The Current Issuer and the other parties to the
Transaction Documents (other than the Current Issuer Underwriting Agreement)
irrevocably submit to the non-exclusive jurisdiction of the courts of England.

16. Contracts (Rights of Third Parties) Act 1999

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



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17. Definitions

     Unless otherwise defined in these Conditions or unless the context
otherwise requires, in these Conditions the following words shall have the
following meanings and any other capitalised terms used in these Conditions
shall have the meanings ascribed to them or incorporated in the Current Issuer
Trust Deed or the Current Issuer Master Definitions Schedule. The provisions
of Clause 2 (Interpretation and Construction) of the Current Issuer Master
Definitions Schedule are incorporated into and shall apply to these
Conditions.

     "Additional Interest" has the meaning indicated in Condition 4(B);

     "Agents" means the Paying Agents, the Transfer Agent, the Registrar and
the Agent Bank;

     "Agent Bank" means Citibank, N.A. in its capacity as agent bank at its
Specified Office or such other person for the time being acting as agent bank
under the Current Issuer Paying Agent and Agent Bank Agreement;

     "Asset Trigger Event" means the event that occurs when there is a
positive balance on the Class A Principal Deficiency Sub-Ledger in respect of
any Issuer;

     "Authorised Holding" means, in respect of the US Global Note
Certificates, $1,000 and integral multiples in excess thereof, and in respect
of the Reg S Global Note Certificates, A500,000 and integral multiples in
excess thereof (in respect of the Euro Notes) and (GBP)1,000 and integral
multiples in excess thereof (in respect of the Sterling Notes);

     "Authorised Investments" means (i) Sterling gilt-edged investments and
(ii) Sterling demand or time deposits, certificates of deposit and short-term
debt obligations (including commercial paper) (which may include deposits in
any account which earns a rate of interest related to LlBOR) provided that in
all cases such investments have a maturity date of 90 days or less and mature
on or before the next following Payment Date and the short-term unsecured,
unguaranteed and unsubordinated debt obligations of the issuing or
guaranteeing entity or entity with which the demand or time deposits are made
(being an authorised institution under the Financial Services and Markets Act
2000) are rated at least "A-1+" by Standard & Poor's, "F1+" by Fitch and "P-1"
by Moody's or which are otherwise acceptable to the Rating Agencies (if they
are notified in advance) to maintain the then current ratings of the Notes;

     "Basic Terms Modification" has the meaning indicated in Condition 11(A);

     "Business Day" means a day which is a New York Business Day, a London
Business Day and a TARGET Business Day;

     "Cash Management Agreement" means the cash management agreement dated the
Initial Closing Date, among the Cash Manager, the Mortgages Trustee, Funding
and the Security Trustee, as described further in "Cash management for the
mortgages trustee and Funding" in the Prospectus;

     "Cash Manager" means Northern Rock or such other person or persons for
the time being acting, under the cash management agreement, as agent for the
Mortgages Trustee, Funding and (following enforcement of the Funding security)
the Security Trustee for the purposes of, inter alia, managing all cash
transactions and maintaining certain ledgers on behalf of the Mortgages
Trustee, Funding and (following enforcement of the Funding security) the
Security Trustee;

     "Class" or "class" means, in relation to the Notes or the Noteholders, a
class of any of the Series 1 Notes, the Series 2 Notes or the Series 3 Notes,
as the context requires;

     "Class A Note Enforcement Notice" has the meaning indicated in Condition
9(A);

     "Class A Noteholders" means the Holders of the Class A Notes;

     "Class A Notes" means the Series 1 Class A1 Notes, the Series 1 Class A2
Notes, the Series 2 Class A1 Notes, the Series 2 Class A2 Notes and the Series
3 Class A Notes;



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<PAGE>

     "Class B Note Enforcement Notice" has the meaning indicated in Condition
9(B);

     "Class B Noteholders" means the Holders of the Class B Notes;

     "Class B Notes" means the Series 1 Class B Notes, the Series 2 Class B
Notes and the Series 3 Class B Notes;

     "Class C Note Enforcement Notice" has the meaning indicated in Condition
9(D);

     "Class C Noteholders" means the Holders of the Class C Notes;

     "Class C Notes" means the Series 1 Class C Notes, the Series 2 Class C
Notes and the Series 3 Class C Notes;

     "Class M Note Enforcement Notice" has the meaning indicated in Condition
9(C);

     "Class M Noteholders" means the Holders of the Class M Notes;

     "Class M Notes" means the Series 1 Class M Notes, the Series 2 Class M
Notes and the Series 3 Class M Notes;

     "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;

     "Closing Date" means on or about 28 January 2004;

     "Commercial Business Day" has the meaning indicated in Condition 1(D);

     "Controlled Amortisation Amount" means on any Payment Date before the
occurrence of a Trigger Event for any Note or class of Notes issued by the
Current Issuer which is a Controlled Amortisation Note or class of such Notes,
the maximum aggregate principal amount which may be repaid by the Current
Issuer to the relevant Noteholder or Noteholders of such class on that Payment
Date in accordance with the Conditions and the Current Issuer Cash Management
Agreement;

     "Controlled Amortisation Note" means any Note where, before the
occurrence of a Trigger Event or the enforcement of the Current Issuer
Security, the conditions of such Note impose a limit on the amount of
principal which may be repaid by the Current Issuer to the relevant Noteholder
for that Note on any Payment Date. All of the Notes issued by the Current
Issuer are Controlled Amortisation Notes;

     "Current Issuer" means Granite Mortgages 04-1 plc;

     "Current Issuer Account Bank" means Citibank, N.A., situated at 5
Carmelite Street, London EC4Y 0PA. Citibank, N.A. or such other person for the
time being acting as account bank to the Current Issuer under the Current
Issuer Bank Account Agreement;

     "Current Issuer Available Principal Receipts" means:

     (a) prior to enforcement of the Current Issuer Security, for the Current
Issuer in respect of any Payment Date an amount calculated by the Current
Issuer Cash Manager on the Distribution Date immediately preceding such
Payment Date equal to the sum of:

     (i)    all principal amounts repaid by Funding to the Current Issuer
            under the Current Issuer Intercompany Loan during the period from
            (but excluding) the immediately preceding Payment Date to (and
            including) that Payment Date; and

     (ii)   all Current Issuer Available Revenue Receipts which are to be used
            on that Payment Date to credit the Current Issuer Principal
            Deficiency Ledger for any class of Notes issued by the Current
            Issuer;

     less

     (iii)  the aggregate of all principal amounts (if any) repaid by Funding
            to the Current Issuer under the Current Issuer Intercompany Loan
            on the relevant Payment Date which are to be applied on the
            relevant Payment Date to pay items (A) through (E), (G), (I)
            and/or (K) of the Current Issuer Pre- Enforcement Revenue Priority
            of Payments; and



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<PAGE>

     (b) following enforcement of the Current Issuer Security, for the Current
Issuer in respect of any Payment Date the sum calculated by or on behalf of
the Note Trustee on the Distribution Date immediately preceding such Payment
Date as the amount to be repaid by Funding to the Current Issuer under the
Current Issuer Intercompany Loan during the relevant Interest Period and/or
the sum otherwise recovered by the Note Trustee (or the receiver appointed on
its behalf) representing the Principal Amount Outstanding of the Notes;

     "Current Issuer Available Revenue Receipts" means for the Current Issuer
in respect of any Payment Date an amount calculated by the Current Issuer Cash
Manager on the Distribution Date immediately preceding such Payment Date equal
to the sum of:

     (a)    interest, fees and any other amount (excluding principal) paid by
            Funding on the relevant Payment Date in respect of the Current
            Issuer Intercompany Loan;

     (b)    amounts received by the Current Issuer under or in accordance with
            the Current Issuer Basis Rate Swap Agreement (excluding Swap
            Collateral Excluded Amounts) and any early termination amounts
            (other than such early termination amounts applied or to be
            applied by the Current Issuer in the purchase of one or more
            replacement hedge transactions) received by the Current Issuer
            under the Current Issuer Swap Agreements;

     (c)    interest payable on the Current Issuer Bank Accounts and any
            income from Authorised Investments made with funds standing to the
            credit of the Current Issuer Bank Accounts in each case which has
            been or will be received on or before the relevant Payment Date;
            and

     (d)    (only to the extent required after the Current Issuer Cash Manager
            has made the relevant calculations set out in the Current Issuer
            Cash Management Agreement) the aggregate of all principal amounts
            (if any) repaid by Funding to the Current Issuer under the Current
            Issuer Intercompany Loan on the relevant Payment Date which are to
            be applied on the relevant Payment Date to pay items (A) through
            (E), (G), (I) and/or (K) of the Current Issuer Pre-Enforcement
            Revenue Priority of Payments;

     "Current Issuer Bank Accounts" means the Current Issuer Transaction
Accounts and also includes any additional or replacement bank account opened
in the name of the Current Issuer from time to time with the prior written
consent of the Note Trustee and the Rating Agencies;

     "Current Issuer Bank Account Agreement" means the bank account agreement
entered into on or about the Closing Date between the Current Issuer, the
Current Issuer Cash Manager, the Current Issuer Account Bank and the Note
Trustee;

     "Current Issuer Basis Rate Swap Agreement" means the ISDA master
agreement, schedule thereto and confirmation thereunder entered into on or
about the Closing Date and any credit support annex entered into at any time
between the Current Issuer, the Current Issuer Basis Rate Swap Provider and
the Note Trustee, and includes any additional and/or replacement Current
Issuer Basis Rate Swap Agreement entered into by the Current Issuer from time
to time in connection with the Notes;

     "Current Issuer Basis Rate Swap Provider" means Northern Rock plc or such
other basis rate swap provider appointed from time to time in accordance with
the terms of the Transaction Documents;

     "Current Issuer Cash Management Agreement" means the cash management
agreement entered into on or about the Closing Date among the Current Issuer
Cash Manager, the Current Issuer and the Note Trustee;



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<PAGE>

     "Current Issuer Corporate Services Agreement" means the corporate
services agreement entered into on or before the Closing Date between, among
others, the Current Issuer Corporate Services Provider, Holdings, the Post
Enforcement Call Option Holder and the Current Issuer, for the provision by
the Current Issuer Corporate Services Provider of certain corporate services;

     "Current Issuer Corporate Services Provider" means Law Debenture
Corporate Services Limited or such other person for the time being acting as
corporate services provider to the Current Issuer under the Current Issuer
Corporate Services Agreement;

     "Current Issuer Deed of Charge" means the deed of charge entered into on
or about the Closing Date between, among others, the Current Issuer and the
Note Trustee, under which the Current Issuer creates the Current Issuer
Security in favour of the Current Issuer Secured Creditors;

     "Current Issuer Dollar Currency Swap Agreements" means the ISDA master
agreements, schedules thereto and confirmations thereunder relating to the
dollar currency swaps entered into on or about the Closing Date and any credit
support annexes or other credit support documents entered into at any time
among the Current Issuer, the Current Issuer Dollar Currency Swap Providers
and the Note Trustee and/or any credit support provider and includes any
additional and/or replacement Current Issuer Dollar Currency Swap Agreement
entered into by the Current Issuer from time to time in connection with the
Dollar Notes;

     "Current Issuer Dollar Currency Swap Guarantors" means Swiss Reinsurance
Company (in respect of the Series 1 Notes) and American International Group,
Inc. (in respect of the Series 2 Class A1 Notes)

     "Current Issuer Dollar Currency Swap Providers" means Swiss Re Financial
Products Corporation (in respect of the Series 1 Notes) and Banque AIG (in
respect of the Series 2 Class A1 Notes) or, as applicable, such other dollar
currency swap provider appointed from time to time in relation to the Dollar
Notes (or any class of them, as the context shall require), in accordance with
the terms of the Transaction Documents;

     "Current Issuer Dollar Currency Swap Rate" means the rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars pursuant to, as applicable, to any Current Issuer Dollar
Currency Swap Agreement, or, if there is no relevant Current Issuer Dollar
Currency Swap Agreement in effect at such time, the "spot" rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars, on the foreign exchange markets;

     "Current Issuer Euro Currency Swap Agreements" means the ISDA master
agreements, schedules thereto and confirmations thereunder relating to the
euro currency swaps entered into on or about the Closing Date and any credit
support annexes or other credit support documents entered into at any time
among the Current Issuer, the Current Issuer Euro Currency Swap Provider and
the Note Trustee and/or any credit support provider and includes any
additional and/or replacement Current Issuer Euro Currency Swap Agreement
entered into by the Current Issuer from time to time in connection with the
Euro Notes;

     "Current Issuer Euro Currency Swap Provider" means Citibank, N.A., acting
through its London branch at Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB or, as applicable, such other euro currency swap provider
appointed from time to time in relation to the Euro Notes (or any class of
them, as the context shall require), in accordance with the terms of the
Transaction Documents;

     "Current Issuer Euro Currency Swap Rate" means the rate at which Euro are
converted to Sterling or, as the case may be, Sterling is converted to Euro
pursuant to, as applicable, to any Current Issuer Euro Currency Swap
Agreement, or, if there is no relevant Current Issuer Euro Currency Swap
Agreement in effect at such time, the "spot" rate at which Euro are converted
to Sterling or, as the case may be, Sterling is converted to Euro, on the
foreign exchange markets;



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<PAGE>

     "Current Issuer Intercompany Loan" means the loan made by the Current
Issuer to Funding on the Closing Date under the Current Issuer Intercompany
Loan Agreement;

     "Current Issuer Intercompany Loan Agreement" means the intercompany loan
agreement entered into on or about the Closing Date between, among others,
Funding, the Current Issuer and the Security Trustee;

     "Current Issuer Master Definitions Schedule" means the master definitions
schedule in connection with the Current Issuer dated on or about the Closing
Date setting out, among other things, definitions which apply to certain
Transaction Documents;

     "Current Issuer Paying Agent and Agent Bank Agreement" means the paying
agent and agent bank agreement entered into on or about the Closing Date
between the Current Issuer, the Principal Paying Agent, the Paying Agents, the
Transfer Agent, the Registrar, the Agent Bank and the Note Trustee;

     "Current Issuer Post Enforcement Call Option Agreement" means the post
enforcement call option agreement entered into on or about the Closing Date
between the Current Issuer the Post Enforcement Call Option Holder and the
Note Trustee;

     "Current Issuer Post-Enforcement Priority of Payments" means the
provisions and the order of priority of payments in which all Current Issuer
Available Revenue Receipts, Current Issuer Available Principal Receipts and
all other monies, income, receipts and recoveries received by or on behalf of
the Current Issuer or the Note Trustee or any receiver of the Current Issuer
and the proceeds of enforcement of the Current Issuer Security are to be
applied following an enforcement of the Current Issuer Security as set out in
a schedule to the Current Issuer Deed of Charge, as the same may be amended,
varied or superseded from time to time in accordance with the terms of the
Current Issuer Deed of Charge;

     "Current Issuer Pre-Enforcement Principal Priority of Payments" means the
provisions and the order of priority of payments in which the Current Issuer
Available Principal Receipts will be applied until enforcement of the Current
Issuer Security as set out in a schedule to the Current Issuer Cash Management
Agreement;

     "Current Issuer Pre-Enforcement Revenue Priority of Payments" means the
provisions and the order of priority of payments in which the Current Issuer
Available Revenue Receipts will be applied until enforcement of the Current
Issuer Security and as set out in a schedule to the Current Issuer Cash
Management Agreement;

     "Current Issuer Priority of Payments" means the relevant Current Issuer
Pre- Enforcement Revenue Priority of Payments, the Current Issuer
Pre-Enforcement Principal Priority of Payments and the Current Issuer
Post-Enforcement Priority of Payments;

     "Current Issuer Reserve Fund" means the reserve fund established in the
name of Funding in respect of the Current Issuer on the Closing Date in an
amount up to (GBP)60,000,000;

     "Current Issuer Secured Creditors" means the Note Trustee (and any
receiver appointed under the Current Issuer Deed of Charge), the Swap
Providers, the Current Issuer Corporate Services Provider, the Current Issuer
Account Bank, the Current Issuer Cash Manager, the Paying Agents, the Agent
Bank, the Transfer Agent, the Registrar and the Noteholders;

     "Current Issuer Security" means the security created by the Current
Issuer pursuant to the Current Issuer Deed of Charge;

     "Current Issuer Subscription Agreement" means the subscription agreement
relating to the sale of the Series 2 Notes (other than the Series 2 Class A1
Notes) and the Series 3 Notes, entered into on or about 23 January 2004,
between, among others, the Current Issuer, Funding, the Mortgages Trustee,
Barclays Bank PLC, Citigroup Global Markets Limited and J.P. Morgan Securities
Ltd.;



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<PAGE>

     "Current Issuer Swap Agreements" means the Current Issuer Dollar Currency
Swap Agreements, the Current Issuer Euro Currency Swap Agreements and the
Current Issuer Basis Rate Swap Agreement;

     "Current Issuer Transaction Accounts" means the day to day bank accounts
of the Current Issuer, held with the Current Issuer Account Bank and
comprising the Current Issuer dollar account, the Current Issuer sterling
account and the Current Issuer euro account as at the Closing Date or that may
be opened, with the prior approval of the Note Trustee, after the Closing
Date;

     "Current Issuer Trust Deed" means the trust deed entered into on or about
the Closing Date between the Current Issuer and the Note Trustee, among other
things, constituting the Notes;

     "Current Issuer Underwriting Agreement" means the underwriting agreement
relating to the sale of the Series 1 Notes and the Series 2 Class A1 Notes,
entered into on or about 23 January 2004 between, among others, the Current
Issuer, Funding, the Mortgages Trustee, Barclays Capital, Inc., Citigroup
Global Markets Limited and J.P. Morgan Securities Inc. The governing law and
jurisdiction of the Current Issuer Underwriting Agreement is the State of New
York;

     "Current Seller Share" means the amount of trust property beneficially
owned by the Seller from time to time.

     "Deferred Interest" has the meaning indicated in Condition 4(B);

     "Distribution Date" means the date on which the mortgages trust
terminates and the London Business Day determined by the Cash Manager falling
no later than 6 business days after each Trust Determination Date;

     "Dollar Interest Determination Date" means in relation to the Dollar
Notes and any Interest Period for which the applicable Rate of Interest shall
apply, two London Business Days before the first day of such Interest Period;

     "Dollar Notes" means the Series 1 Notes and the Series 2 Class A1 Notes;

     "Dollars", "US$", "US Dollars" or "$" means the lawful currency for the
time being of the United States of America;

     "Euro", "euro" or "A" means the currency of the member states of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from
time to time;

     "Euro Interest Determination Date" for the Euro Notes and any Interest
Period for which the applicable Rate of Interest shall apply means two TARGET
Business Days before the first day of such Interest Period;

     "Euro Notes" means the Series 2 Notes (other than the Series 2 Class A1
Notes);

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;

     "Eurozone" means the region comprised of the member states of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from
time to time;

     "Extraordinary Resolution" means (a) a resolution passed at a meeting of
the Noteholders of a particular class duly convened and held in accordance
with the provisions of the Current Issuer Trust Deed by a majority consisting
of not less than three-fourths of the persons voting thereat upon a show of
hands or if a poll is duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll or (b) a resolution in writing
signed by or on behalf of all the Noteholders of a particular class, which
resolution in writing may be contained in one document or in several documents
in like form each signed by or on behalf of one or more of the Noteholders;



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<PAGE>

     "Final Maturity Date" means:

     (i)    in respect of the Series 1 Class A1 Notes, the Payment Date
            falling in December 2004;

     (ii)   in respect of the Series 1 Class A2 Notes, the Payment Date
            falling in March 2025;

     (iii)  in respect of the Series 1 Class B Notes, the Payment Date falling
            in March 2044;

     (iv)   in respect of the Series 1 Class M Notes, the Payment Date falling
            in March 2044;

     (v)    in respect of the Series 1 Class C Notes, the Payment Date falling
            in March 2044;

     (vi)   in respect of the Series 2 Class A1 Notes, the Payment Date
            falling in March 2044;

     (vii)  in respect of the Series 2 Class A2 Notes, the Payment Date
            falling in March 2044;

     (viii) in respect of the Series 2 Class B Notes, the Payment Date falling
            in March 2044;

     (ix)   in respect of the Series 2 Class M Notes, the Payment Date falling
            in March 2044;

     (x)    in respect of the Series 2 Class C Notes, the Payment Date falling
            in March 2044;

     (xi)   in respect of the Series 3 Class A Notes, the Payment Date falling
            in March 2044;

     (xii)  in respect of the Series 3 Class B Notes, the Payment Date falling
            in March 2044;

     (xiii) in respect of the Series 3 Class M Notes, the Payment Date falling
            in March 2044; and

     (xiv)  in respect of the Series 3 Class C Notes, the Payment Date falling
            in March 2044;

     "Funding" means Granite Finance Funding Limited;

     "Funding Deed of Charge" means the deed of charge dated the Initial
Closing Date, as amended and restated from time to time, between, among
others, Funding, the Security Trustee, the First Issuer and the Note Trustee
and each deed of accession or supplement entered into in connection therewith
(including for the avoidance of doubt, the Second Priority Funding Deed of
Charge);

     "Funding Security" means the mortgages, charges, assignments, pledges and
other security created by Funding under or pursuant to the Funding Deed of
Charge in favour of the Security Trustee for the benefit of the secured
creditors of Funding as described under the Funding Deed of Charge;

     "Global Note Certificates" means the US Global Note Certificates and the
Reg S Global Note Certificates;

     "Holder" has the meaning indicated in Condition 1(B);

     "Individual Note Certificates" means the note certificates representing
the Notes while in definitive form;



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<PAGE>

     "Initial Relevant Screen Rate" means:

     (i)    in respect of the Series 1 Class A1 Notes, the linear
            interpolation of the arithmetic mean of the offered quotations to
            leading banks for two-week dollar deposits and the arithmetic mean
            of the offered quotations to leading banks for one month dollar
            deposits in the London inter-bank market displayed on the
            Dow-Jones/Telerate Monitor at Telerate Page No. 3750;

     (ii)   in respect of the Dollar Notes (other than the Series 1 Class A1
            Notes), the linear interpolation of the arithmetic mean of the
            offered quotations to leading banks for one month Dollar deposits
            and the arithmetic mean of the offered quotations to leading banks
            for two month Dollar deposits (rounded upwards, if necessary, to
            five decimal places), displayed on the Dow-Jones Telerate Monitor
            at Telerate Page No. 3750;

     (iii)  in respect of the Euro Notes, the linear interpolation of the
            arithmetic mean of the offered quotations to leading banks for one
            month Euro deposits and the arithmetic mean of the offered
            quotations to leading banks for two month Euro deposits (rounded
            upwards, if necessary, to five decimal places), displayed on the
            Dow-Jones Telerate Monitor at Telerate Page No. 248; or

     (iv)   in respect of the Sterling Notes, the linear interpolation of the
            arithmetic mean of the offered quotations to leading banks for one
            month Sterling deposits and the arithmetic mean of the offered
            quotations to leading banks for two month Sterling deposits
            (rounded upwards, if necessary, to five decimal places), displayed
            on the Dow-Jones Telerate Monitor at Telerate Page No. 3750;

     "Interest Amount" has the meaning indicated in Condition 4(D)(iii);

     "Interest Determination Date" means (a) in respect of each Class of
Dollar Notes, the Dollar Interest Determination Date, (b) in respect of each
Class of Euro Notes, the Euro Interest Determination Date, and (c) in respect
of each Class of Sterling Notes, the Sterling Interest Determination Date;

     "Interest Payment Date" means (a) in relation to each of the Notes (other
than the Series 1 Class A1 Notes), the 20th day of March, June, September and
December in each year (or, if such day is not a Business Day, the next
succeeding Business Day), the first Interest Payment Date in relation to the
Notes (other than the Series 1 Class A1 Notes) being the Interest Payment Date
occurring in March 2004 in respect of the Interest Period commencing on the
Closing Date, and (b) in relation to the Series 1 Class A1 Notes, the 20th day
of each consecutive month in each year (or, if such day is not a Business Day,
the next succeeding Business Day), up to and including the earliest of (i) the
Interest Payment Date in December 2004, (ii) the occurrence of a Trigger Event
or (iii) enforcement of the Current Issuer Security, and thereafter the 20th
day of March, June, September and December in each year (or, if such day is
not a Business day the next succeeding Business Day), the first Interest
Payment Date in relation to the Series 1 Class A1 Notes being the Interest
Payment Date occurring in February 2004 in respect of the Interest Period
commencing on the Closing Date.

     "Interest Period" means, in relation to each of the Notes and any
Interest Payment Date, the period from (and including) the immediately
preceding Interest Payment Date for such Note (or in respect of the first
Interest Period, the Closing Date) to (but excluding) the next following (or
first) Interest Payment Date for such Note;

     "London Business Day" means a day (other than a Saturday or Sunday or
public holiday) on which banks are generally open for business in London;

     "London Stock Exchange" means the London Stock Exchange plc;

     "Minimum Seller Share" means an amount included in the Seller Share which
is calculated in accordance with the Mortgages Trust Deed and which, as at the
Closing Date, will be approximately (GBP)400,000,000;



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<PAGE>

     "Mortgages Trust" means the trust of the trust property held by the
Mortgages Trustee under the Mortgages Trust Deed;

     "New York Business Day" means a day (other than a Saturday, Sunday or a
public holiday) on which banks are generally open for business in the City of
New York;

     "Non-Asset Trigger Event" means any of the following events: (a) an
Insolvency Event occurs in relation to the Seller, (b) the role of the Seller
as Administrator under the Administration Agreement is terminated and a new
Administrator is not appointed within 60 days, or (c) on the Distribution Date
immediately succeeding a Seller Share Event Distribution Date, the Current
Seller Share is equal to or less than the Minimum Seller Share (determined
using the amounts of the Current Seller Share and Minimum Seller Share that
would exist after making the distributions of mortgages trustee principal
receipts due on that Distribution Date on the basis that the Cash Manager
assumes that those mortgages trustee principal receipts are distributed in the
manner described under "- Mortgages trustee allocation and distribution of
mortgages trustee principal receipts prior to the occurrence of a trigger
event" in the prospectus);

     "Note Certificates" means any Global Note Certificates or Individual Note
Certificates;

     "Note Determination Date" means the Distribution Date immediately
preceding each Payment Date;

     "Note Enforcement Notice" means any or all of a Class A Note Enforcement
Notice, a Class B Note Enforcement Notice, a Class M Note Enforcement Notice
and a Class C Note Enforcement Notice;

     "Note Interest Amount" has the meaning indicated in Condition 4(D)(iii);

     "Note Principal Payment" has the meaning indicated in Condition 5(C);

     "Note Trustee" means The Bank of New York and its successors or any
further or other note trustee under the Current Issuer Trust Deed, as trustee
for the Noteholders, and/or the Current Issuer Deed of Charge;

     "Noteholders" means the Holders for the time being of the Notes;

     "Notes" means the Class A Notes, the Class B Notes, the Class M Notes and
the Class C Notes;

     "Paying Agents" means the Principal Paying Agent and the US Paying Agent,
together with any further or other paying agents for the time being appointed
under the Current Issuer Paying Agent and Agent Bank Agreement;

     "Payment Business Day" means a day which is (i) a New York Business Day,
(ii) a London Business Day and (iii) a TARGET Business Day and, in the case of
surrender (or, in the case of part payment only, endorsement) of a Note
Certificate under Condition 6(E), means any day on which banks are open for
business in the place in which such Note Certificate is surrendered (or, as
the case may be, endorsed);

     "Pool Factor" has the meaning indicated in Condition 5(C);

     "Post Enforcement Call Option Holder" means GPCH Limited;

     "Principal Amount Outstanding" has the meaning indicated in Condition
5(C);

     "Principal Paying Agent" means Citibank, N.A. in its capacity as
principal paying agent at its Specified Office or such other person for the
time being acting as principal paying agent under the Current Issuer Paying
Agent and Agent Bank Agreement;

     "Quotation Deposits" means (a) in respect of each Class of Dollar Notes,
Dollar deposits of $10,000,000, (b) in respect of each Class of Euro Notes,
Euro deposits of A10,000,000, and (c) in respect of each Class of Sterling
Notes, Sterling deposits of (GBP)10,000,000;



                                     127
<PAGE>

     "Quotation Market" means (a) in respect of each Class of Euro Notes, the
Eurozone inter-bank market, and (b) in respect of each other Class of Notes,
the London inter-bank market;

     "Quotation Period" means (a) on the initial Interest Determination Date
relating to (i) a Class of Notes (other than the Series 1 Class A1 Notes), one
month and two months and (ii) the Series 1 Class A1 Notes, one month and (b)
on each other Interest Determination Date relating to (i) a Class of Notes
(other than the Series 1 Class A1 Notes), three months and (ii) the Series 1
Class A1 Notes, one month up to and including the earliest of (i) the Interest
Payment Date in December 2004, (ii) the occurrence of a Trigger Event or (iii)
enforcement of the Current Issuer Security, and thereafter three months;

     "Quotation Time" means (a) in respect of each Class of Euro Notes, 11.00
a.m. Brussels time on the relevant Interest Determination Date relating to
such Class, and (b) in respect of each other Class of Notes, 11.00 a.m. London
time on the relevant Interest Determination Date relating to such Class;

     "Rate of Interest" and "Rates of Interest" have the meanings indicated in
Condition 4(C);

     "Rating Agencies" means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;

     "Reference Banks" means the principal London offices of Citibank, N.A.,
ABN AMRO Bank N.V., Barclays Bank plc and JPMorgan Chase Bank and their
successors and/or such other bank as may be appointed pursuant to Condition
4(H);

     "Reg S" means Regulation S under the United States Securities Act of
1933, as amended;

     "Reg S Global Note Certificates" means the note certificates representing
the Series 3 Notes while in global form;

     "Register" means the register of Noteholders kept by the Registrar and
which records the identity of each Noteholder and the number of Notes that
each Noteholder owns;

     "Registrar" means Citibank, N.A. in its capacity as registrar at its
Specified Office or such other person for the time being acting as registrar
under the Current Issuer Paying Agent and Agent Bank Agreement;

     "Relevant Margin" means:

     (i)    in respect of the Series 1 Class A1 Notes, (0.04) per cent. per
            annum;

     (ii)   in respect of the Series 1 Class A2 Notes, 0.07 per cent. per
            annum up to and including the Interest Period ending on the
            Interest Payment Date in March 2009 and thereafter 0.14 per cent.
            per annum;

     (iii)  in respect of the Series 1 Class B Notes, 0.21 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 0.42 per cent. per
            annum;

     (iv)   in respect of the Series 1 Class M Notes, 0.41 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 0.82 per cent. per
            annum;

     (v)    in respect of the Series 1 Class C Notes, 0.90 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 1.80 per cent. per
            annum;

     (vi)   in respect of the Series 2 Class A1 Notes, 0.16 per cent. per
            annum up to and including the Interest Period ending on the
            Interest Payment Date in March 2009 and thereafter 0.32 per cent.
            per annum;



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<PAGE>

     (vii)  in respect of the Series 2 Class A2 Notes, 0.16 per cent. per
            annum up to and including the Interest Period ending on the
            Interest Payment Date in March 2009 and thereafter 0.32 per cent.
            per annum;

     (viii) in respect of the Series 2 Class B Notes, 0.34 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 0.68 per cent. per
            annum;

     (ix)   in respect of the Series 2 Class M Notes, 0.57 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 1.14 per cent. per
            annum;

     (x)    in respect of the Series 2 Class C Notes, 1.07 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 2.07 per cent. per
            annum;

     (xi)   in respect of the Series 3 Class A Notes, 0.16 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 0.32 per cent. per
            annum;

     (xii)  in respect of the Series 3 Class B Notes, 0.34 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 0.68 per cent. per
            annum;

     (xiii) in respect of the Series 3 Class M Notes, 0.57 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 1.14 per cent. per
            annum; and

     (xiv)  in respect of the Series 3 Class C Notes, 1.07 per cent. per annum
            up to and including the Interest Period ending on the Interest
            Payment Date in March 2009 and thereafter 2.07 per cent. per
            annum;

     "Relevant Screen Rate" means:

     (i)    in respect of the first Interest Period, the Initial Relevant
            Screen Rate; and

     (ii)   (1) in respect of subsequent Interest Periods in respect of the
                Series 1 Class A1 Notes ending on or prior to the earliest of
                (i) the Interest Payment Date in December 2004, (ii) the
                occurrence of a Trigger Event or (iii) enforcement of the
                Current Issuer Security, the arithmetic mean of the offered
                quotations to leading banks for one month Dollar deposits in
                the London inter-bank market displayed on the
                Dow-Jones/Telerate Monitor at Telerate Page No. 3750 and
                thereafter (i) the arithmetic mean of the offered quotations
                to leading banks for one month Dollar deposits if the period
                between the immediately preceding Interest Payment Date and
                the immediately succeeding Interest Payment Date is equal to
                one month (ignoring any adjustment for non-Business Days),
                (ii) the arithmetic mean of the offered quotations to leading
                banks for two month Dollar deposits if the period between the
                immediately preceding Interest Payment Date and the
                immediately succeeding Interest Payment Date is equal to two
                months (ignoring any adjustment for non-Business Days) or
                (iii) in all other cases the arithmetic mean of the offered
                quotations to leading banks for three month Dollar deposits,
                in each case, in the London inter-bank market displayed on the
                Dow-Jones/Telerate Monitor at Telerate Page No. 3750;

            (2) in respect of subsequent Interest Periods in respect of the
                Dollar Notes (other than the Series 1 Class A1 Notes), the
                arithmetic mean of the offered quotations to leading banks for
                three-month Dollar deposits in the London inter-bank market
                displayed on the Dow-Jones/Telerate Monitor at Telerate Page
                No. 3750;



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            (3) in respect of subsequent Interest Periods in respect of the
                Euro Notes, the arithmetic mean of offered quotations for
                three month Euro deposits in the Eurozone inter-bank market
                displayed on the Dow-Jones/Telerate Monitor at Telerate Page
                No. 248; and

            (4) in respect of subsequent Interest Periods in respect of the
                Sterling Notes, the arithmetic mean of offered quotations for
                three month Sterling deposits in the London inter-bank market
                displayed on the Dow-Jones/Telerate Monitor at Telerate Page
                No. 3750;

     in each case, displayed on the above-mentioned page of the
Dow-Jones/Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the Current
Issuer (with the approval of the Note Trustee, in its sole discretion)
(rounded upwards, if necessary, to five decimal places);

     "Second Priority Funding Deed of Charge" means the second priority deed
of charge dated the Closing Date, as amended and restated from time to time,
between, among others, Funding and the Current Issuer;

     "Security Interest" means any mortgage or sub-mortgage, standard
security, charge or sub-charge (whether legal or equitable), encumbrance,
pledge, lien, hypothecation, assignment by way of security or other security
interest or title retention arrangement and any agreement, trust or
arrangement having substantially the same economic or financial effect as any
of the foregoing (other than a lien arising in the ordinary course of business
or by operation of law);

     "Security Trustee" means The Bank of New York and its successors or any
other security trustee under the Funding Deed of Charge);

     "Seller Share" means the Current Seller Share of the trust property
calculated as set forth in the Mortgages Trust Deed;

     "Seller Share Event" means an event that will occur if, on a Distribution
Date, (i) the result of the calculation of the Current Seller Share on that
Distribution Date would be equal to or less than the Minimum Seller Share for
such Distribution Date (determined using the amounts of the Current Seller
Share and Minimum Seller Share that would exist after making the distributions
of mortgages trustee principal receipts due on that Distribution Date on the
basis that the Cash Manager assumes that those mortgages trustee principal
receipts are distributed in the manner described under "- Mortgages trustee
allocation and distribution of mortgages trustee principal receipts prior to
the occurrence of a trigger event") in the prospectus, and (ii) a Seller Share
Event has not occurred on the immediately preceding Distribution Date).

     "Seller Share Event Distribution Date" means a Distribution Date on which
a Seller Share Event occurs;

     "Series" or "series" means, in relation to the Notes, the Series 1 Notes,
the Series 2 Notes or the Series 3 Notes, as the context requires;

     "Series 1 Class A Notes" means the Series 1 Class A1 Notes and the Series
1 Class A2 Notes;

     "Series 1 Class A1 Notes" means the $1,185,000,000 Series 1 Class A1
floating rate notes due December 2004;

     "Series 1 Class A2 Notes" means the $1,185,000,000 Series 1 Class A2
floating rate notes due March 2025;

     "Series 1 Class B Notes" means the $52,000,000 Series 1 Class B floating
rate notes due March 2044;

     "Series 1 Class C Notes" means the $108,000,000 Series 1 Class C floating
rate notes due March 2044;



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     "Series 1 Class M Notes" means the $72,000,000 Series 1 Class M floating
rate notes due March 2044;

     "Series 1 Notes" means collectively the Series 1 Class A Notes, the
Series 1 Class B Notes, the Series 1 Class M Notes and the Series 1 Class C
Notes;

     "Series 2 Class A Notes" means the Series 2 Class A1 Notes and the Series
2 Class A2 Notes;

     "Series 2 Class A1 Notes" means the $1,185,000,000 Series 2 Class A1
floating rate notes due March 2044;

     "Series 2 Class A2 Notes" means the A900,000,000 Series 2 Class A2
floating rate notes due March 2044;

     "Series 2 Class B Notes" means the A91,000,000 Series 2 Class B floating
rate notes due March 2044;

     "Series 2 Class C Notes" means the A60,000,000 Series 2 Class C floating
rate notes due March 2044;

     "Series 2 Class M Notes" means the A45,000,000 Series 2 Class M floating
rate notes due March 2044;

     "Series 2 Notes" means collectively the Series 2 Class A1 Notes, the
Series 2 Class A2 Notes, the Series 2 Class B Notes, the Series 2 Class M
Notes and the Series 2 Class C Notes;

     "Series 3 Class A Notes" means the (GBP)600,000,000 Series 3 Class A
floating rate notes due March 2044;

     "Series 3 Class B Notes" means the (GBP)23,000,000 Series 3 Class B
floating rate notes due March 2044;

     "Series 3 Class C Notes" means the (GBP)20,000,000 Series 3 Class C
floating rate notes due March 2044;

     "Series 3 Class M Notes" means the (GBP)10,000,000 Series 3 Class M
floating rate notes due March 2044;

     "Series 3 Notes" means collectively the Series 3 Class A Notes, the
Series 3 Class B Notes, the Series 3 Class M Notes and the Series 3 Class C
Notes;

     "Specified Date" has the meaning indicated in Condition 11(F);

     "Specified Office" means, the context may require, in relation to any of
the Agents, the office specified against the name of such Agent in the Current
Issuer Paying Agent and Agent Bank Agreement or such other specified notice as
may be notified to the Current Issuer and the Note Trustee pursuant to the
Current Issuer Paying Agent and Agency Bank Agreement;

     "Sterling", "Pounds Sterling" or "GBP" means the lawful currency for the
time being of the United Kingdom of Great Britain and Northern Ireland;

     "Sterling Notes" means the Series 3 Notes;

     "Sterling Interest Determination Date" for the Sterling Notes and any
Interest Period for which the applicable Rate of Interest shall apply means
the first day of such Interest Period;

     "Swap Collateral" means any asset (including, without limitation, cash
and/or securities) paid or transferred to the Current Issuer by a Swap
Provider in accordance with the terms of the relevant Current Issuer Swap
Agreement as collateral to secure the performance of that Swap Provider's
obligations under the relevant Current Issuer Swap Agreement together with any
income or distributions received in respect of such asset and any equivalent
of or replacement of such asset into which such asset is transformed;

     "Swap Collateral Accounts" means the Swap Collateral Cash Account and the
Swap Collateral Securities Account;



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<PAGE>

     "Swap Collateral Ancillary Document" means any document (including,
without limitation, any custodial agreement or bank account agreement but
excluding the Current Issuer Swap Agreements, the Current Issuer Cash
Management Agreement and the Current Issuer Deed of Charge) as may be entered
into by the Current Issuer from time to time in connection with the Swap
Collateral;

     "Swap Collateral Available Principal Amount" means, at any time, the
amount of Swap Collateral which under the terms of the relevant Current Issuer
Swap Agreement may be applied at that time in satisfaction of the relevant
Swap Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Principal Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;

     "Swap Collateral Available Revenue Amount" means, at any time, the amount
of Swap Collateral which under the terms of the relevant Current Issuer Swap
Agreement may be applied at that time in satisfaction of the relevant Swap
Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Revenue Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;

     "Swap Collateral Cash Account" means an account opened in the name of the
Current Issuer for the purpose of holding Swap Collateral in cash and
maintained in accordance with the terms of the Current Issuer Cash Management
Agreement;

     "Swap Collateral Securities Account" means a securities account opened in
the name of the Current Issuer for the purpose of holding Swap Collateral in
the form of securities and maintained in accordance with the terms of the
Current Issuer Cash Management Agreement;

     "Swap Providers" means each of the Current Issuer Basis Rate Swap
Provider, the Current Issuer Dollar Currency Swap Providers and the Current
Issuer Euro Currency Swap Provider, or any one of them as the context
requires;

     "TARGET Business Day" means a day on which the Trans-European Automated
Real-time Gross settlement Express Transfer (TARGET) System is open;

     "Transaction Documents" means the Current Issuer Corporate Services
Agreement, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Second Priority Funding Deed of Charge, the Current Issuer Bank
Account Agreement, the Current Issuer Deed of Charge, the Current Issuer Trust
Deed, the Current Issuer Paying Agent and Agent Bank Agreement, the Current
Issuer Cash Management Agreement, the Current Issuer Post-Enforcement Call
Option Agreement, the Current Issuer Dollar Currency Swap Agreement, the
Current Issuer Euro Currency Swap Agreement, the Current Issuer Basis Rate
Swap Agreement, any Swap Collateral Ancillary Document, the Current Issuer
Subscription Agreement, the Current Issuer Underwriting Agreement, the Current
Issuer Master Definitions Schedule the Funding (Granite 04-1) Guaranteed
Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the
Funding Guaranteed Investment Contract and such other related documents which
are referred to in the terms of the above documents;

     "Transfer Agent" means Citibank, N.A. in its capacity as transfer agent
at its Specified Office or such other person for the time being acting as
transfer agent under the Current Issuer Paying Agent and Agent Bank Agreement;

     "Trigger Event" means an Asset Trigger Event or a Non-Asset Trigger
Event, as the case may be;

     "Trust Determination Date" means the first day (or, if not a London
Business Day, the next succeeding London Business Day) of each calendar month;

     "UK Listing Authority" means the United Kingdom Financial Services
Authority in its capacity as competent authority pursuant to Part VI of the
FSMA;



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<PAGE>

     "US Global Note Certificates" means the note certificates representing
the Series 1 Notes and the Series 2 Class A1 Notes while in global form; and

     "US Paying Agent" means Citibank, N.A., acting in its capacity as US
paying agent through its New York office or such other person for the time
being acting as US paying agent under the Current Issuer Paying Agent and
Agent Bank Agreement.



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                                  SCHEDULE 4
                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1     (A)   Definitions

            As used in this Schedule the following expressions shall have the
            following meanings unless the context otherwise requires:

            "Basic Terms Modification" means any of the following matters,
            namely:

            (i)   any reduction or cancellation of the amount payable or,
                  where applicable, any modification, except where such
                  modification is in the opinion of the Note Trustee bound to
                  result in an increase, of the method of calculating the
                  amount payable or any modification of the date of payment
                  or, where applicable, of the method of calculating the date
                  of payment in respect of any principal, premium or interest
                  in respect of the Current Issuer Notes;

            (ii)  any alteration in the priority in which payments are made to
                  Noteholders pursuant to any Current Issuer Priority of
                  Payments;

            (iii) any alteration of the currency in which payments under the
                  Current Issuer Notes are to be made;

            (iv)  any alteration of the quorum or majority required to pass an
                  Extraordinary Resolution in respect of any such Basic Terms
                  Modification; and

            (v)   any alteration of this proviso or the proviso to paragraph 6
                  below;

            "Block Voting Instruction" shall mean, in relation to any Meeting,
            an English language document issued by the Registrar and dated in
            which:

            (a)   it is certified that:

                  (i)   certain specified Current Issuer Notes (each a
                        "Blocked Note") have been blocked in an account with a
                        clearing system and will not be released until the
                        conclusion of the Meeting and that the holder of each
                        Blocked Note or a duly authorised person on its behalf
                        has instructed the Registrar that the votes
                        attributable to such Blocked Note are to be cast in a
                        particular way on each resolution to be put to the
                        Meeting; or

                  (ii)  each registered holder of such Current Issuer Notes or
                        a duly authorised person on its behalf has instructed
                        the Registrar that the vote(s) attributable to the
                        Current Issuer Note or Current Issuer Notes so held
                        (each a "Relevant Note") should be cast in a
                        particular way in relation to the resolution or
                        resolutions to be put to such Meeting or any adjourned
                        such Meeting;



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                  (iii) and in each case that, all such instructions are,
                        during the period commencing 48 hours prior to the
                        time for which such Meeting or any such adjourned
                        Meeting is convened and ending at the conclusion or
                        adjournment thereof, neither revocable nor capable of
                        amendment;

            (b)   the aggregate principal amount of the Blocked Notes and
                  Relevant Notes so held are listed distinguishing with regard
                  to each such resolution between those in respect of which
                  instructions have been given as aforesaid that the votes
                  attributable thereto should be cast in favour of the
                  resolution and those in respect of which instructions have
                  been so given that the votes attributable thereto should be
                  cast against the resolution; and

            (c)   one or more persons named in such document is or are
                  authorised and instructed by such Registrar to cast the
                  votes attributable to such Blocked Note and Relevant Notes
                  so listed in accordance with the instructions referred to in
                  (a) above as set out in such document;

            "Chairman" means, in relation to any Meeting, the individual who
            takes the chair in accordance with paragraph 4 (Chairman);

            "Extraordinary Resolution" means (a) a resolution passed at a
            Meeting duly convened and held in accordance with the provisions
            of this Schedule 4 by a majority consisting of not less than
            three-fourths of the persons voting thereat upon a show of hands
            or if a poll is duly demanded by a majority consisting of not less
            than three-fourths of the votes cast on such poll or (b) a
            resolution in writing signed by or on behalf of all the
            Noteholders of a particular class of Current Issuer Notes which
            resolution may be contained in one document or several documents
            in like form each signed by or on behalf of one or more of the
            relevant Noteholders;

            "Form of Proxy" means, in relation to any Meeting, a document in
            the English language available from the Registrar signed by a
            Noteholder or, in the case of a corporation, executed under its
            seal or signed on its behalf by a duly authorised officer of the
            corporation and delivered to the Registrar not later than 48 hours
            before the time fixed for such Meeting, appointing one or more
            persons who is or are authorised and instructed to vote in respect
            of the Current Issuer Notes held by such Noteholder;

            "Meeting" shall mean a meeting of Noteholders (whether originally
            convened or reviewed following an adjournment);

            "Proxy" means, in relation to any Meeting, a person appointed to
            vote under a Block Voting Instruction or a Form of Proxy other
            than:

            (a)   any such person whose appointment has been revoked and in
                  relation to whom the Registrar has been notified in writing
                  of such revocation by the time which is 48 hours before the
                  time fixed for such Meeting; and



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            (b)   any such person appointed to vote at a Meeting which has
                  been adjourned for want of a quorum and who has not been
                  re-appointed to vote at a Meeting when it is resumed;

            "Current Issuer Notes" and "Noteholders" shall mean:

            (a)   in connection with a Meeting of Senior Noteholders, Senior
                  Notes and Senior Noteholders, respectively;

            (b)   in connection with a Meeting of Mezzanine Noteholders,
                  Mezzanine Notes and Mezzanine Noteholders respectively;

            (c)   in connection with a Meeting of Class M Noteholders, Class M
                  Notes and Class M Noteholders respectively; and

            (d)   in connection with a Meeting of Junior Noteholders, Junior
                  Notes and Junior Noteholders respectively;

            "Written Resolution" means a resolution in writing signed by or on
            behalf of all holders of a class of Current Issuer Notes who for
            the time being are entitled to receive notice of a Meeting in
            accordance with the provisions of this Schedule, whether contained
            in one document or several documents in the same form, each signed
            by or on behalf of one or more such holders of the relevant class
            of Current Issuer Notes;

            "24 hours" means a period of 24 hours including all or part of a
            day upon which banks are open for business in both the place where
            the relevant Meeting is to be held and in each of the places where
            the Paying Agents have their Specified Offices (disregarding for
            this purpose the day upon which such Meeting is to be held) and
            such period shall be extended by one period or, to the extent
            necessary, more periods of 24 hours until there is included as
            aforesaid all or part of a day upon which banks are open for
            business in all of the places as aforesaid; and

            "48 hours" means 2 consecutive periods of 24 hours.

(B)   Issue of Block Voting Instructions

      The holder of a Current Issuer Note may require the Registrar to issue a
      Block Voting Instruction by arranging (to the satisfaction of the
      Registrar) for such Current Issuer Note to be blocked in an account with
      a clearing system not later than 48 hours before the time fixed for the
      relevant Meeting. The holder of a Current Issuer Note may require the
      Registrar to issue a Block Voting Instruction by delivering to the
      Registrar written instructions not later than 48 hours before the time
      fixed for the relevant Meeting. Any holder of a Current Issuer Note may
      obtain an uncompleted and unexecuted Form of Proxy from the Registrar. A
      Block Voting Instruction and a Form of Proxy cannot be outstanding
      simultaneously in respect of the same Current Issuer Note.



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<PAGE>

(C)   References to Blocking/Release of Current Issuer Notes

      Where Current Issuer Notes are represented by Global Note Certificates
      or are held in individual certificated form within a Clearing System)
      references to blocking or release, of Current Issuer Notes shall be
      construed in accordance with the usual practices (including blocking the
      relevant account) of the relevant Clearing System.

(D)   Issue of Forms of Proxy

      (i)   A holder of Current Issuer Notes may obtain an uncompleted and
            unexecuted Form of Proxy from the Registrar.

      (ii)  Any holder of Current Issuer Notes which is a corporation may by
            resolution of its directors or other governing body authorise any
            person to act as its representative (a "Representative") in
            connection with any Meeting.

      (iii) Any Proxy or Representative shall, so long as such appointment
            remains in force, be deemed for all purposes in connection with
            the relevant Meeting, to be the holder of the Current Issuer Notes
            to which such appointment relates and the holder of the Current
            Issuer Notes shall be deemed for such purposes not to be the
            holder.

2.    Convening of Meeting

      The Current Issuer or the Note Trustee may convene a Meeting at any
      time, and the Note Trustee shall be obliged to do so subject to it being
      indemnified to its satisfaction upon a request in writing of Noteholders
      holding not less than one-tenth in principal amount of the outstanding
      Current Issuer Notes of any class or classes entitled to vote and, if
      the Current Issuer defaults for a period of seven days in convening such
      a Meeting, the same may be convened by the Note Trustee or the
      requisitionists. Every such Meeting shall be held on such date and at
      such time and place as the Note Trustee may appoint or approve.

3.    Notice

      At least 21 days' notice (exclusive of the day on which the notice is
      given and the day on which the Meeting is to be held) specifying the
      place, day and hour of Meeting shall be given to the Noteholders or, as
      the case may be the Noteholders of any class of Current Issuer Notes
      entitled to vote, the Paying Agents, the Agent Bank and the Registrar
      prior to any Meeting. Such notice, which shall be in the English
      language, shall state generally the nature of the business to be
      transacted at the Meeting thereby convened and shall specify the terms
      of any resolution to be proposed. Such notice shall include statements,
      if applicable, to the effect that (a) Current Issuer Notes may be
      blocked in clearing systems for the purposes of appointing Proxies under
      Block Voting Instructions until 48 hours before the time fixed for the
      Meeting and (b) a Noteholder may appoint a Proxy either (i) under a
      Block Voting Instruction by delivering written instructions to the
      Registrar or (ii) by executing and delivering a Form of Proxy to the
      Specified Office of the Registrar, in either case until 48 hours before
      the time fixed for the Meeting. A copy of the notice shall be sent by
      post to the Note Trustee (unless the Meeting is convened by the Note
      Trustee) and, to the Current Issuer (unless the Meeting is convened by
      the Current Issuer).



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4.    Chairman

      A person (who may, but need not be, a Noteholder) nominated in writing
      by the Note Trustee shall be entitled to take the chair at the relevant
      Meeting, but if no such nomination is made or if at any Meeting the
      person nominated shall not be present within 15 minutes after the time
      appointed for holding the Meeting the Noteholders present shall choose
      one of their number to be Chairman, failing which the Current Issuer may
      appoint a Chairman. The Chairman of an adjourned Meeting need not be the
      same person as was Chairman of the Meeting from which the adjournment
      took place.

5.    Quorum

      Subject as provided in the Current Issuer Conditions:

      (a)   any such Meeting of two or more persons present holding Current
            Issuer Notes or being Proxies or Representatives and holding or
            representing in the aggregate not less than one-twentieth of the
            principal amount of the Current Issuer Notes of the relevant class
            or classes for the time being outstanding (or, at any adjourned
            Meeting, two or more persons being or representing Noteholders
            whatever the aggregate Principal Amount Outstanding of the Current
            Issuer Notes of the relevant class or classes) shall (except for
            the purpose of passing an Extraordinary Resolution) form a quorum
            for the transaction of business and no business (other than the
            choosing of a Chairman) shall be transacted at any Meeting unless
            the requisite quorum be present at the commencement of the
            relevant business;

      (b)   the quorum at any such Meeting for passing an Extraordinary
            Resolution other than an Extraordinary Resolution to sanction a
            Basic Term Modification shall (subject as provided below) be two
            or more persons present holding or representing Current Issuer
            Notes or being Proxies or Representatives and holding or
            representing in the aggregate more than half of the aggregate
            principal amount of the Current Issuer Notes outstanding (as
            defined in Clause 1.6 of the Current Issuer Trust Deed) of the
            Current Issuer Notes of the relevant class of classes (or, at any
            adjourned Meeting, two or more persons being or representing
            Noteholders whatever the aggregate principal amount of the Current
            Issuer Notes outstanding (as defined in Clause 1.6 of the Current
            Issuer Trust Deed) of the relevant class or classes so held or
            represented); or

      (c)   at any Meeting the business of which includes the passing of an
            Extraordinary Resolution to sanction a Basic Terms Modification,

      the quorum for passing the requisite Extraordinary Resolution shall be
      two or more persons present holding Current Issuer Notes or being
      Proxies or Representatives and holding or representing in the aggregate
      not less than three quarters in aggregate principal amount of the
      Current Issuer Notes outstanding (as defined in Clause 1.6 of the
      Current Issuer Trust Deed) of the relevant class or classes (or, at any
      adjourned Meeting, two or more persons present holding or representing
      in the aggregate not less than one quarter in aggregate principal amount
      of the Current Issuer Notes outstanding (as defined in Clause 1.6 of the
      Current Issuer Trust Deed) of the relevant class or classes);



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      Provided always that so long as at least the relevant fraction of the
      aggregate Principal Amount Outstanding of the relevant class of Current
      Issuer Notes referred to in sub-paragraph (a), (b) or (c) above, as the
      case may be, is represented by a Global Note Certificate or a single
      Individual Note Certificate, a single person being a Proxy or
      Representative of such class of Current Issuer Notes represented thereby
      shall be deemed to be two persons for the purpose of forming a quorum.

6.    Adjournment for want of quorum

      If within 15 minutes (or such longer period not exceeding 30 minutes as
      the Chairman may decide) after the time appointed for any Meeting a
      quorum is not present for the transaction of any particular business,
      then, subject and without prejudice to the transaction of the business
      (if any) for which a quorum is present:

      (a)   if convened upon the requisition of Noteholders, the Meeting shall
            be dissolved; and

      (b)   in any other case, the Meeting shall stand adjourned to the same
            day in the next week (or if such day is a public holiday the next
            succeeding Business Day) at the same time and place (except in the
            case of a Meeting at which an Extraordinary Resolution is to be
            proposed in which case it shall stand adjourned for such period,
            being not less than 13 clear days nor more than 42 clear days, and
            to such place as may be appointed by the Chairman either at or
            subsequent to such Meeting and approved by the Note Trustee).

      Provided, however, that, if within 15 minutes (or such longer period not
      exceeding 30 minutes as the Chairman may decide) after the time
      appointed for any adjourned Meeting a quorum is not present for the
      transaction of any particular business, then, subject and without
      prejudice to the transaction of the business (if any) for which a quorum
      is present, the Meeting shall be dissolved as no Meeting may be
      adjourned more than once for want of a quorum.

7.    Notice following Adjournment

      Notice of any adjourned Meeting at which an Extraordinary Resolution is
      to be submitted shall be given in the same manner as notice of an
      original Meeting as provided in paragraph 3 above, but as if 10 days
      notice (exclusive of the day on which the notice is given and the day on
      which the Meeting is to be resumed) were substituted for the 21 days
      notice as provided in paragraph 3 above, and such notice shall
      specifically state the relevant quorum requirements which will apply
      when the Meeting resumes. Subject as aforesaid it shall not be necessary
      to give any notice of an adjourned Meeting.

8.    Show of hands

      Every question submitted to a Meeting shall be decided in the first
      instance by a show of hands and in case of equality of votes the
      Chairman shall both on a show of hands and on a poll have a casting vote
      in addition to the vote or votes (if any) to which he may be entitled as
      a Noteholder or as a Proxy or as a Representative.



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9.    Chairman's declaration

      At any Meeting, unless a poll is (before or on the declaration of the
      result of the show of hands) validly demanded by the Chairman, the
      Current Issuer, the Note Trustee or any person present holding a
      Individual Note Certificate or being a Proxy or Representative (whatever
      the principal amount of the Current Issuer Notes so held or represented
      by him) a declaration by the Chairman that a resolution has been carried
      or carried by a particular majority or lost or not carried by a
      particular majority shall be conclusive evidence of the fact without
      proof of the number or proportion of the votes recorded in favour of or
      against such resolution.

10.   Poll

      Subject to paragraph 12 (Limitation on Adjournments) below, if at such
      Meeting a poll is demanded it shall be taken in such manner and subject
      as hereinafter provided either at once or after an adjournment as the
      Chairman directs and the result of such poll shall be deemed to be the
      resolution of the Meeting at which the poll was demanded as at the date
      of the taking of the poll. The demand for a poll shall not prevent the
      continuance of the Meeting for the transaction of any business other
      than the motion on which the poll has been demanded.

11.   Adjourned Meeting

      The Chairman may with the consent of (and shall if directed by) any such
      Meeting adjourn the same from time to time and from place to place, but
      no business shall be transacted at any adjourned Meeting except business
      which might lawfully (but for lack of required quorum) have been
      transacted at the Meeting from which the adjournment took place.

12.   Limitation on Adjournments

      Any poll demanded at any adjourned Meeting on the election of a Chairman
      or on any question of adjournment shall be taken at the Meeting without
      adjournment.

13.   Participation

      Any Proxy and/or Representative, the Note Trustee and its lawyers and
      financial advisers and any director, officer or employee of a
      corporation being a trustee of the Current Issuer Trust Deed and any
      director or officer of the Current Issuer and its lawyers and financial
      advisers, the Registrar, and any other person authorised so to do by the
      Meeting or the Note Trustee may attend and speak at any Meeting. Save as
      aforesaid, but without prejudice to the definition of "Principal Amount
      Outstanding", no person shall be entitled to attend and speak nor shall
      any person be entitled to vote at any Meeting or join with others in
      requesting the convening of such a Meeting or to exercise the rights
      conferred on the Noteholders by Clause 7 (Proceedings, Actions and
      Indemnification) of the Current Issuer Trust Deed unless he either
      produces a Note Certificate or is a Proxy or a Representative or is the
      holder of an Individual Note Certificate or Individual Note
      Certificates. No person shall be entitled to vote at any Meeting in
      respect of Current Issuer Notes held by, for the benefit of, or on
      behalf of, the Current Issuer or the Borrowers. Nothing herein shall
      prevent any of the Proxies named in any Block Voting Instruction or Form
      of Proxy or any



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      Representative from being a director, officer or representative of or
      otherwise connected with the Current Issuer.

14.   Votes

      Subject as provided in paragraph 13 (Participation) hereof at any
      Meeting:

      (a)   on a show of hands every person who is present in person and is a
            holder of Current Issuer Notes or is a Proxy or Representative
            shall have one vote; and

      (b)   on a poll every such person who is so present shall have one vote
            in respect of each US$1,000 (in the case of the Dollar Notes) or
            (GBP)1,000 (in the case of the Sterling Notes) or (euro)50,000 (in
            the case of the Euro Notes) in Principal Amount Outstanding of the
            Current Issuer Notes in respect of which he is a Proxy or
            Representative or in respect of which he is the holder.

      Without prejudice to the obligations of the proxies named in any Block
      Voting Instruction or Form of Proxy any person entitled to more than one
      vote need not use all his votes or cast all the votes to which he is
      entitled in the same way.

15.   Proxies need not be Noteholders

      The Proxies named in any Block Voting Instruction or Form of Proxy and
      representatives need not be Noteholders.

16.   Deposit of votes

      Each Block Voting Instruction together (if so requested by the Note
      Trustee) with proof satisfactory to the Note Trustee of its due
      execution on behalf of the Registrar and each Form of Proxy shall be
      deposited by the Registrar at such place as the Note Trustee shall
      approve not less than 24 hours before the time appointed for holding the
      Meeting or adjourned Meeting at which the Proxies named in the Block
      Voting Instruction or Form of Proxy propose to vote and in default the
      Block Voting Instruction or Form of Proxy shall not be treated as valid
      unless the Chairman decides otherwise before such Meeting or adjourned
      Meeting proceeds to business. A notarially certified copy of each Block
      Voting Instruction and Form of Proxy shall be deposited with the Note
      Trustee before the commencement of the Meeting or adjourned Meeting but
      the Note Trustee shall not thereby be obliged to investigate or be
      concerned with the validity of or the authority of the Proxies named in
      any such Block Voting Instruction or Form of Proxy.

17.   Validity of Votes by Proxies

      Any vote by a Proxy given in accordance with the terms of a Block Voting
      Instruction or Form of Proxy shall be valid notwithstanding the previous
      revocation or amendment of the Block Voting Instruction or the Form of
      Proxy or of any of the Noteholders' instructions pursuant to which it
      was executed provided that no intimation in writing of such revocation
      or amendment shall have been received from the Noteholder by the
      Registrar by the time being 24 hours before the time appointed for
      holding the Meeting or adjourned Meeting at which the Block Voting
      Instruction or Form of Proxy is to be used. Unless revoked, any
      appointment of a Proxy under a Block Voting Instruction or Form of Proxy
      in relation to a Meeting shall remain in



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      force in relation to any resumption of such Meeting following an
      adjournment; provided, however, that no such appointment of a Proxy in
      relation to a Meeting originally convened which has been adjourned for
      want of a quorum shall remain in force in relation to such Meeting when
      it is resumed. Any person appointed to vote at such a Meeting must be
      re-appointed under a Block Voting Instruction or Form of Proxy to vote
      at the Meeting when it is resumed.

18.   Record Date

      The Current Issuer may fix a record date for the purposes of any Meeting
      or any resumption thereof following its adjournment for want of a quorum
      provided that such record date is not more than 10 days prior to the
      time fixed for such Meeting or (as the case may be) its resumption. The
      person in whose name a Current Issuer Note is registered in the Register
      on the record date at close of business in the city in which the
      Registrar has its Specified Office shall be deemed to be the holder of
      such Current Issuer Note for the purposes of such Meeting and
      notwithstanding any subsequent transfer of such Current Issuer Note or
      entries in the Register; and provided that any Proxy appointed pursuant
      to a Form of Proxy shall so long as such appointment remains in force,
      be deemed for all purposes in connection with any Meeting or proposed
      Meeting specified in such appointment, to be the holder of the Current
      Issuer Note to which such appointment relates and the holder of the
      Current Issuer Note shall be deemed for the purposes not to be the
      holder.

19.   Powers

      Subject always to the provisions of Clause 11 (Modification and Waiver)
      of the Current Issuer Trust Deed and the Current Issuer Conditions, a
      Meeting shall, in addition to the powers hereinbefore given, have the
      following powers exercisable only by Extraordinary Resolution (subject
      to the provisions relating to quorum contained in paragraphs 5 (Quorum)
      and 6 (Adjournment for want of Quorum) above) namely:

      (A)   power to sanction any compromise or arrangement proposed to be
            made between the Current Issuer, the Note Trustee, any appointee
            of the Note Trustee and the Noteholders or any of them;

      (B)   power to sanction any abrogation, modification, compromise or
            arrangement in respect of the rights of the Note Trustee, any
            appointee of the Note Trustee, the Noteholders or the Current
            Issuer against any other or others of them or against any other
            party to any of the Current Issuer Transaction Documents or
            against any of their property whether such rights shall arise
            under the Current Issuer Trust Deed, any other Current Issuer
            Transaction Document or otherwise;

      (C)   power to assent to any modification of the provisions of the
            Current Issuer Conditions, the Current Issuer Trust Deed or any
            other Current Issuer Transaction Document which shall be proposed
            by the Current Issuer, the Note Trustee, or any Noteholder or any
            other person;

      (D)   power to give any authority or sanction which under the provisions
            of the Current Issuer Conditions or the Current Issuer Trust Deed
            is required to be given by Extraordinary Resolution;



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<PAGE>

      (E)   power to appoint any persons (whether Noteholders or not) as a
            committee or committees to represent the interests of the
            Noteholders and to confer upon such committee or committees any
            powers or discretions which the Noteholders could themselves
            exercise by Extraordinary Resolution;

      (F)   power to approve of a person to be appointed a trustee and power
            to remove any trustee or trustees for the time being of the
            Current Issuer Trust Deed;

      (G)   power to discharge or exonerate the Note Trustee and/or any
            appointee of the Note Trustee from all liability in respect of any
            act or omission for which the Note Trustee and/or such appointee
            may have become responsible under the Current Issuer Trust Deed;

      (H)   power to remove any trustee;

      (I)   power to authorise the Note Trustee and/or any appointee of the
            Note Trustee to concur in and execute and do all such deeds,
            instruments, acts and things as may be necessary to carry out and
            give effect to any Extraordinary Resolution;

      (J)   power to sanction any scheme or proposal for the exchange or sale
            of the Current Issuer Notes for or the conversion of the Current
            Issuer Notes into or the cancellation of the Current Issuer Notes
            in consideration of shares, stock, notes, bonds, debentures,
            debenture stock and/or other obligations and/or notes of the
            Current Issuer or any other company formed or to be formed, or for
            or into or in consideration of cash, or partly for or into or in
            consideration of such shares, stock, notes, bonds, debentures,
            debenture stock and/or other obligations and/or notes as aforesaid
            and partly for or into or in consideration of cash and for the
            appointment of some person with power on behalf of the Noteholders
            to execute an instrument of transfer of the Individual Note
            Certificates held by them in favour of the persons with or to whom
            the Current Issuer Notes are to be exchanged or sold respectively,

      provided, however, that:

      (i)   no Extraordinary Resolution of the Senior Noteholders or the
            Mezzanine Noteholders or the Class M Noteholders or the Junior
            Noteholders to sanction a Basic Terms Modification shall be
            effective for any purpose unless it shall have been sanctioned by
            an Extraordinary Resolution of (aa) (in the case of an
            Extraordinary Resolution of the Senior Noteholders) the Mezzanine
            Noteholders, the Class M Noteholders and the Junior Noteholders or
            (bb) (in the case of an Extraordinary Resolution of the Mezzanine
            Noteholders) the Senior Noteholders (to the extent that any Senior
            Notes are then outstanding) and the Junior Noteholders, or (cc)
            (in the case of an Extraordinary Resolution of the Class M
            Noteholders) the Senior Noteholders and the Mezzanine Noteholders
            (to the extent that any Senior Notes and/or Mezzanine Notes are
            then outstanding) and the Junior Noteholders or (dd) (in the case
            of an Extraordinary Resolution of the Junior Noteholders) the
            Senior Noteholders, the Class M Noteholders and the Mezzanine
            Noteholders (to the extent that any Senior Notes, Class M Notes
            and/or Mezzanine Notes are then outstanding).



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<PAGE>

      (ii)  subject as provided above in relation to an Extraordinary
            Resolution concerning a Basic Terms Modification, no Extraordinary
            Resolution of the Mezzanine Noteholders shall be effective for any
            purpose while any Senior Notes remain outstanding unless either
            (aa) the Note Trustee is of the opinion that it will not be
            materially prejudicial to the interests of any or all of the
            Senior Noteholders or (bb) it is sanctioned by an Extraordinary
            Resolution of the Senior Noteholders.

      (iii) subject as provided above in relation to an Extraordinary
            Resolution concerning a Basic Terms Modification, no Extraordinary
            Resolution of the Class M Noteholders shall be effective for any
            purpose while any Senior Notes or Mezzanine Notes remain
            outstanding unless either (aa) the Note Trustee is of the opinion
            that it will not be materially prejudicial to the interests of any
            or all of the Senior Noteholders or Mezzanine Noteholders (as the
            case may be) or (bb) it is sanctioned by an Extraordinary
            Resolution of the Senior Noteholders or Mezzanine Noteholders.

      (iv)  subject as provided above in relation to an Extraordinary
            Resolution concerning a Basic Terms Modification, no Extraordinary
            Resolution of the Junior Noteholders shall be effective for any
            purpose while any Senior Notes, Mezzanine Notes or Class M Notes
            remain outstanding unless either (aa) the Note Trustee is of the
            opinion that it will not be materially prejudicial to the
            interests of any or all of the Senior Noteholders, the Mezzanine
            Noteholders and/or the Class M Noteholders (as the case may be) or
            (bb) it is sanctioned by an Extraordinary Resolution of the Senior
            Noteholders, the Mezzanine Noteholders and/or the Class M
            Noteholders (as the case may be).

20.   Extraordinary Resolution binds all Noteholders

      Subject to the provisos to paragraph 19 (Powers), any Extraordinary
      Resolution passed at a Meeting duly convened and held in accordance with
      the Current Issuer Trust Deed shall be binding upon the Noteholders of
      all classes whether present or not present at such Meeting and whether
      or not voting and each of them shall be bound to give effect thereto
      accordingly and the passing of any such Extraordinary Resolution shall
      be conclusive evidence that the circumstances justify the passing
      thereof. Notice of the result of the voting on any Extraordinary
      Resolution duly considered by the Noteholders shall be given by the
      Current Issuer to the Noteholders in accordance with Condition 14
      (Notice to Noteholders) within 14 days of such result being known
      provided that the non-publication of such notice shall not invalidate
      such result.

21.   Senior Notes

      Notwithstanding the foregoing, the following additional provisions shall
      apply to Senior Notes:

      (i)   a single Meeting of the holders of all classes of Senior Notes may
            be held whether or not there is a conflict of interest between the
            holders of such classes of the Senior Notes;

      (ii)  there shall be no provision for a Meeting of the holders of one
            class only of the Senior Notes; and



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<PAGE>

      (iii) as the Senior Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Senior Note denominated in
            Dollars or Euro shall be converted into Sterling at the relevant
            Dollar Currency Swap Rate or Euro Currency Swap Rate, as the case
            may be.

22.   Mezzanine Notes

      Notwithstanding the foregoing, the following additional provisions shall
      apply to Mezzanine Notes:

      (i)   a single Meeting of the holders of all classes of Mezzanine Notes
            may be held whether or not there is a conflict of interest between
            the holders of such classes of the Mezzanine Notes;

      (ii)  there shall be no provision for a Meeting of the holders of one
            class only of the Mezzanine Notes; and

      (iii) as the Mezzanine Notes are not all denominated in the same
            currency, the Principal Amount Outstanding of any Mezzanine Note
            denominated in Dollars or Euro shall be converted into Sterling at
            the relevant Dollar Currency Swap Rate or Euro Currency Swap Rate,
            as the case may be.

23.   Class M Notes

      Notwithstanding the foregoing, the following additional provisions shall
      apply to Class M Notes:

      (i)   a single Meeting of the holders of all classes of the Class M
            Notes may be held whether or not there is a conflict of interest
            between the holders of such classes of the Class M Notes;

      (ii)  there shall be no provision for a Meeting of the holders of one
            class only of the Class M Notes; and

      (iii) as the Class M Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Class M Note denominated
            in US Dollars or Euro shall be converted into Sterling at the
            relevant Dollar Currency Swap Rate or the Euro Currency Swap Rate,
            as the case may be.

24.   Junior Notes

      Notwithstanding the foregoing, the following additional provisions shall
      apply to Junior Notes

      (i)   a single Meeting of the holders of all classes of Junior Notes may
            be held whether or not there is a conflict of interest between the
            holders of such classes of the Junior Notes;

      (ii)  there shall be no provision for a Meeting of the holders of one
            class only of the Junior Notes; and



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<PAGE>

      (iii) as the Junior Notes are not all denominated in the same currency,
            the Principal Amount Outstanding of any Junior Note denominated in
            Dollars or Euro shall be converted into Sterling at the relevant
            Dollar Currency Swap Rate or Euro Currency Swap Rate, as the case
            may be.

25.   Minutes

      Minutes of all resolutions and proceedings at every Meeting shall be
      made and entered in books to be from time to time provided for that
      purpose by the Current Issuer and any such minutes as aforesaid if
      purporting to be signed by the Chairman of the Meeting at which such
      resolutions were passed or proceedings transacted shall be conclusive
      evidence of the matters therein contained and until the contrary is
      proved every such Meeting in respect of the proceedings of which minutes
      have been made shall be deemed to have been duly held and convened and
      all resolutions passed or proceedings transacted thereat to have been
      duly passed or transacted.

26.   Further Regulations

      Subject to all other provisions of the Current Issuer Trust Deed, the
      Note Trustee may without the consent of the Current Issuer or the
      Noteholders:

      (i)   prescribe such further regulations regarding the requisitioning
            and/or the holding of Meetings of Noteholders and attendance and
            voting thereat as the Note Trustee may in its sole discretion
            think fit; and

      (ii)  interpret the Current Issuer Conditions in the context of the more
            detailed provisions set out herein.



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<TABLE>
<CAPTION>

                                EXECUTION PAGE


<S>                                                             <C>
The Current Issuer
Executed by
GRANITE MORTGAGES 04-1 PLC
as its deed as follows:                                          By
Signed for and on its behalf by one of its                                   ------------------------------------------------------
directors and by another of its directors/its                                for and on behalf of LDC
secretary                                                                    Securitisation Director No.1 Limited

                                                                 Name        Clive Rakestrow
                                                                             ------------------------------------------------------


                                                                 By
                                                                             ------------------------------------------------------
                                                                             for and on behalf of LDC
                                                                             Securitisation Director No.2 Limited

                                                                 Name        Ian Bowden
                                                                             ------------------------------------------------------

The Note Trustee
Executed by
THE BANK OF NEW YORK
as follows:                                                      By
Signed for and on its behalf by one of its duly                              ------------------------------------------------------
authorised attorneys/signatories                                             Duly Authorised Attorney/Signatory
                                                                 Name
                                                                             ------------------------------------------------------

</TABLE>



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