EXHIBIT 4.6






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







                          GRANITE MORTGAGES 03-1 PLC
                                   as Issuer



                                    - and -



                             THE BANK OF NEW YORK
                                as Note Trustee










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

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






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

<PAGE>

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

BETWEEN:-

(1)    GRANITE MORTGAGES 03-1 PLC (registered number 4598035), a public
       limited company incorporated under the laws of England and Wales, whose
       registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX
       (the "Current Issuer");

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

WHEREAS:-

(A)    On 27 January 2003 parties to this Deed entered into the Current Issuer
       Trust Deed pursuant to which the Current Issuer Notes were constituted.

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

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

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

1.     Definitions

1.1    The provisions of:

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

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

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

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

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

<PAGE>

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

2.     Amendment

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

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

       "(i)   The Agent Bank shall, as soon as practicable after the Quotation
              Time (or with respect to the Series 1 Class A3 Notes, 5.00p.m.
              New York City time) on each Interest Determination Date,
              determine and notify the Current Issuer, the Current Issuer Cash
              Manager, the Note Trustee and the Paying Agents of (i) the Rates
              of Interest applicable to each Class of Notes for the relevant
              Interest Period, (ii) the Interest Amount payable in respect of
              each class of Notes for the relevant Interest Period and (iii)
              the Note Interest Amount payable in respect of each Note for the
              relevant Interest Period."

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

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

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



                                      2
<PAGE>

3.     Contracts (Rights of Third Parties) Act 1999

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

4.     Counterparts

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

5.     Governing Law

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

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



                                      3
<PAGE>

                                EXECUTION PAGE

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



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

Executed by
GRANITE MORTGAGES 03-1 PLC
as its deed as follows:                              By:_____________________________________
Signed for and on its behalf by one of its                 Director
directors and by another of its directors/its
secretary
                                                     Name:___________________________________



                                                     By:_____________________________________
                                                           Director/Secretary

                                                     Name:___________________________________



The Note Trustee

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

                                                     Name:____________________________________
</TABLE>



                                      4
<PAGE>

                                  Appendix 1
                           Current Issuer Trust Deed









                             DATED 27 JANUARY 2003






                          GRANITE MORTGAGES 03-1 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

<PAGE>

                            CROSS-REFERENCE TABLE*

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                       i
<PAGE>

                               TABLE OF CONTENTS
CLAUSE                                                                 PAGE


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

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

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

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

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

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

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

8.    Application of Moneys etc.......................................... 17

9.    Remuneration and Indemnification of Note Trustee................... 18

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

11.   Modification and Waiver............................................ 31

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.............................................. 36

18.   Rights Cumulative.................................................. 37

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

20.   Third Party Rights................................................. 38

21.   Execution in Counterparts; Severability............................ 38

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........................ 93
SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS........................131



                                       ii
<PAGE>

THIS ISSUER TRUST DEED is made on 27 January 2003

BETWEEN:

(1)   GRANITE  MORTGAGES  03-1 PLC (registered number 4598035) 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 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 22  January  2003  the  Current  Issuer  authorised  the
      creation and issue of the Current Issuer Notes.

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

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

1.    DEFINITIONS

1.1   The provisions of:

      (a)    the  Master  Definitions  Schedule as amended and restated by (and
             appearing as Appendix 1 to) the Master Definitions Schedule Fourth
             Amendment Deed made on 27 January  2003 between, among others, the
             Seller, Funding and the Mortgages Trustee, and

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

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

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

1.2   All references in these presents:

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

                                       1

<PAGE>

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

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

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

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

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

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

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

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

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

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

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


                                       2

<PAGE>


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

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

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

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

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

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

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

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

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

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

2.    COVENANT TO REPAY ETC.

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

      (a)    the Series 1 Class A1 Notes is limited to US$925,000,000;

      (b)    the Series 1 Class A2 Notes is limited to US$1,225,000,000;


                                       3

<PAGE>

      (c)    the Series 1 Class A3 Notes is limited to US$300,000,000;

      (d)    the Series 1 Class B Notes is limited to US$42,000,000;

      (e)    the Series 1 Class C Notes is limited to US$56,000,000;

      (f)    the Series 2 Class A Notes is limited to e900,000,000;

      (g)    the Series 2 Class B Notes is limited to e62,000,000;

      (h)    the Series 2 Class C Notes is limited to e94,500,000;

      (i)    the Series 3 Class A Notes is limited to {pound-sterling
             665,000,000;

      (j)    the Series 3 Class B Notes is limited to {pound-sterling}
             31,000,000; and

      (k)    the Series 3 Class C Notes is limited to {pound-sterling}
             41,000,000.

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;

      (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

                                       4

<PAGE>

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


                                       5

<PAGE>
             (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  US  Notes, the  US  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 Reg S Notes, the Reg S Global Note Certificates
             will be registered  in  the  name  of  Citivic Nominees Limited as
             nominee for, and will be deposited with, the Common Depositary.

                                       6

<PAGE>

      (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 US 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  Reg  S  Global  Note
             Certificates)  both  Euroclear  and  Clearstream,  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

                                       7

<PAGE>

             cease   to   do   business  and  no  alternative  clearing  system
             satisfactory to the Note Trustee is available; or

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

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

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

3.4   FORM OF INDIVIDUAL  NOTE  CERTIFICATES:  The Individual Note Certificates
      shall be printed or typewritten in accordance  with  all applicable legal
      and  stock exchange requirements and be in the form or  substantially  in
      the relevant  form  set  out  in  Schedule  2  (Forms  of Individual Note
      Certificates).    Individual   Note   Certificates   will   be   in   the
      denominations,  and  transferable in units, of (i) US$1,000 and US$10,000
      (in  the  case  of  the  Dollar   Notes)  (ii)  {pound-sterling}1,000  or
      {pound-sterling}10,000 (in the case  of  the Sterling Notes) (iii) e1,000
      or  e10,000  (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  loss
      or  damage  incurred  by  any  of them if the amount received by the Note
      Trustee or

                                       8

<PAGE>


      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 shall require and in
             such form as it shall require, including without limitation


                                       9

<PAGE>


             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 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 30th September 2003, and  at  such  other  times as the
             Note  Trustee  may  request  in  writing,  all information in  the
             possession  or control of the Current Issuer  or  of  any  of  its
             Paying Agents  as  to  the names and addresses of the Noteholders,
             and requiring the Note Trustee  to  preserve, in as current a form
             as is reasonably practicable, all such information so furnished to
             it;

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<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 2003, an Opinion of Counsel stating
             either that,  in  the opinion of such counsel, (i) such action has
             been  taken as is necessary  for  the  proper  protection  of  the
             security  interests  of  the  Note  Trustee  in the Current Issuer
             Charged  Property  under  the Current Issuer Deed  of  Charge  and
             reciting the details of such  action  or  (ii)  no  such action is
             necessary for any of such purposes;

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

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

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

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

6.    ENFORCEMENT

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

      provided that:

                                       16

<PAGE>

             (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 Junior
                   Noteholders as aforesaid  unless  at  such time there are no
                   Senior Notes and no Mezzanine 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.

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

                                       17

<PAGE>


      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.

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

                                       18

<PAGE>


      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 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


                                       19

<PAGE>



      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 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

                                       20

<PAGE>



      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 act on the
             opinion or advice of, or a certificate 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, and shall not be responsible  for  any
             loss  occasioned   by   so   acting.  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.

      (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.


                                       21

<PAGE>


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.

      (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


                                       22

<PAGE>



             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.

      (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

                                       23

<PAGE>



             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 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 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

                                       24

<PAGE>



                   a  conflict  between   the   interests   of   the  Mezzanine
                   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 Mezzanine 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.

      (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


                                       25

<PAGE>


             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.

      (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.


                                       26

<PAGE>


      (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 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,  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,  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 and 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.


                                       27

<PAGE>

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

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

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

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

      (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.


                                       28

<PAGE>

      (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
             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


                                       29

<PAGE>



      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:

             (i)   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;

             (ii)  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
      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

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<PAGE>


      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 (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 (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


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<PAGE>




      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 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.


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<PAGE>


      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 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

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<PAGE>



      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  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, 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


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<PAGE>

      (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 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.


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<PAGE>


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:

      (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


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<PAGE>



      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 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.


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<PAGE>

19.   NOTICES

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

      (a)    in the case  of  the Current Issuer, to Granite Mortgages 03-1 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,  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  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


                                       38

<PAGE>



      enforceability  of  the remaining provisions or obligations  under  these
      presents, or of such  provision  or obligation in any other jurisdiction,
      shall not be affected or impaired thereby.

22.   GOVERNING LAW AND JURISDICTION; APPROPRIATE FORUM

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

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

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

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


                                       39

<PAGE>


                                  SCHEDULE 1
                       FORMS OF GLOBAL NOTE CERTIFICATES

                          GRANITE MORTGAGES 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

                   SERIES 1 CLASS A1 GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
      US$[{circle}] SERIES 1 CLASS A1 FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

      This Series 1 Class A1 Global Note Certificate is issued in respect of the
      US$[{circle}]  Series 1 Class A1 Floating Rate Notes due  [{circle}]  (the
      "NOTES") of Granite  Mortgages  03-1 plc (the  "CURRENT  ISSUER"),  and is
      limited to the aggregate principal amount of

                             [{circle}] US Dollars
                                (US$[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                                  CEDE & CO.

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

                             [{circle}] US Dollars

                                (US$[{circle}])


                                       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 [{circle}] US Dollars (US$[{circle}]))  on  the
      Payment  Date  falling in [{circle}] (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 03-1 PLC


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

ISSUED in London, England on [{circle}] 2003.

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

as Registrar without recourse, warranty, or liability



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



                                       44

<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ........................,  being the registered holder of

this Global Note Certificate, hereby transfers to...........................

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

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

US$   .....................................   in   principal  amount   of   the
US$[amount] Series 1 Class A1 Floating Rate Notes due  [maturity] (the "NOTES")
of Granite Mortgages 03-1 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 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

               SERIES 1 CLASS [{circle}] GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
  US$[{circle}] SERIES 1 CLASS [{circle}] FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

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

                             [{circle}] US Dollars
                                (US$[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                                  CEDE & CO.

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

                             [{circle}] US Dollars

                                (US$[{circle}])

      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 [{circle}] US Dollars (US$[{circle}]))  on  the
      Payment  Date  falling in [{circle}] (or on such earlier date as the said
      principal amount  may  become  repayable  in  accordance with the Current
      Issuer Conditions or the Current Issuer Trust Deed)  and  to pay interest
      on the principal amount from time to time (as noted in the records of the
      custodian for DTC) of this Global Note Certificate quarterly in arrear on
      each 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.


                                       49

<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.


                                       50

<PAGE>


GRANITE MORTGAGES 03-1 PLC


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

ISSUED in London, England on [{circle}] 2003.

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 1 Class [{circle}]Floating Rate Notes  due  [maturity]  (the
"NOTES")  of  Granite Mortgages 03-1 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 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

               SERIES 2 CLASS [{circle}] GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
   [Euro][{circle}] SERIES 2 CLASS [{circle}] FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

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

                                [{circle}] Euro
                                 (e[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                                [{circle}] Euro

                                 (e[{circle}])

      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 [{circle}] Euro (e[{circle}])) on the  Payment
      Date falling in [{circle}] (or on such earlier date as the said principal
      amount may  become  repayable  in  accordance  with  the  Current  Issuer
      Conditions  or the Current Issuer Trust Deed) and to pay interest on  the
      principal amount from time to time (as noted in the records of the common
      depositary for  Euroclear and Clearstream, Luxembourg of this Global Note
      Certificate) quarterly  in  arrear  on  each 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 03-1 PLC


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

ISSUED in London, England on [{circle}] 2003.

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



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


                                       59

<PAGE>


FORM OF TRANSFER

FOR  VALUE  RECEIVED .............................., being the registered

holder of this Global Note Certificate, hereby transfers to...................

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

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

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

[e] .................................  in  principal  amount of the [e][amount]
Series 2 Class [{circle}] Floating Rate Notes due [maturity]  (the  "NOTES") of
Granite Mortgages 03-1 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  [e]1,000  or
      an integral multiple of [e]1,000 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 CERTIFICATE

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


                                       62

<PAGE>


                          GRANITE MORTGAGES 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

               SERIES 3 CLASS [{circle}] GLOBAL NOTE CERTIFICATE

                                 REPRESENTING
 {pound-sterling} [{circle}] SERIES 3 CLASS [{circle}] FLOATING RATE NOTES DUE
                                  [{circle}]

1.    Introduction

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

                          [{circle}] Pounds Sterling
                         ({pound-sterling}[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                          [{circle}] Pounds Sterling

                         ({pound-sterling}[{circle}])

      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    [{circle}]    Pounds    Sterling
      ({pound-sterling}[{circle}]))  on  the Payment Date falling in [{circle}]
      (or  on  such  earlier  date  as the said  principal  amount  may  become
      repayable in accordance with the Current Issuer Conditions or the Current
      Issuer Trust Deed) and to pay interest  on the principal amount from time
      to time (as noted in the records of the common  depositary  for Euroclear
      and Clearstream, Luxembourg of this Global Note Certificate) quarterly in
      arrear  on  each  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 03-1 PLC


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

ISSUED in London, England on [{circle}] 2003.

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



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


                                       67

<PAGE>


FORM OF TRANSFER

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

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

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

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


{pound-sterling}..............................................................
in principal  amount of the  {pound-sterling}[amount]  Series 3 Class [{circle}]
Floating Rate Notes due [maturity]  (the "NOTES") of Granite  Mortgages 03-1 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
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.


                                       68

<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

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 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

                 SERIES 1 CLASS A1 INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING
          US$[{circle}] SERIES 1 CLASS A1 FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

      This  Series 1 Class A1 Individual Note Certificate is issued in  respect
      of the US$[{circle}] Series 1 Class A1 Floating Rate Notes due [{circle}]
      (the "NOTES")  of  Granite  Mortgages  03-1  plc  (the "CURRENT ISSUER"),
      limited to the aggregate principal amount of

                             [{circle}] US Dollars
                                (US$[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

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


                                       70

<PAGE>


                                 US$[{circle}]

                         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  [{circle}]  US  Dollars
      (US$[{circle}])) on the Payment  Date  falling  in [{circle}] (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 03-1 PLC


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

ISSUED in London, England on [{circle}].

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 A1 Floating Rate Notes due [maturity] (the "NOTES")
of Granite Mortgages  03-1  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>


                      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.


                                       75

<PAGE>


-------------------------------------------------------------------------------
US$[1,000/10,000] [ISIN]   [CUSIP]      [COMMON CODE]   [SERIES]  [SERIAL NO.]
-------------------------------------------------------------------------------
                          GRANITE MORTGAGES 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

             SERIES 1 CLASS [{circle}] INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING
      US$[{circle}] SERIES 1 CLASS [{circle}] FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

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

                             [{circle}] US Dollars
                                (US$[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

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

                                 US$[{circle}]

                         US DOLLARS [AMOUNT IN WORDS]


                                       76

<PAGE>


      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in this  Individual  Note  Certificate  and  the
      Current  Issuer  Conditions,  the  Current  Issuer,  for  value received,
      promises  to  pay  to the Holder the principal amount of this  Individual
      Note  Certificate  (being  at  the  date  hereof  [{circle}]  US  Dollars
      (US$[{circle}])) on  the  Payment  Date falling in [{circle}] (or on such
      earlier  date  as  the  said principal amount  may  become  repayable  in
      accordance with the Current Issuer Conditions or the Current Issuer Trust
      Deed) and to pay interest  on  the  principal amount from time to time of
      this Individual Note Certificate quarterly  in  arrear  on  each 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.


                                       77

<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 03-1 PLC


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

ISSUED in London, England on [{circle}].

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



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


                                       78

<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 [{circle}] Floating Rate Notes due [maturity]  (the
"NOTES") of Granite  Mortgages  03-1 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.


                                       79

<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]



                                       80

<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.


                                       81

<PAGE>


----------------------------------------------------------------------------
[e][1,000/10,000]   [ISIN]    [COMMON CODE]      [SERIES]    [SERIAL NO.]
----------------------------------------------------------------------------

                          GRANITE MORTGAGES 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                                NUMBER 4598035)

             SERIES 2 CLASS [{circle}] INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING
   [e][{circle}] SERIES 2 [{circle}] CLASS FLOATING RATE NOTES DUE [{circle}]


1.    Introduction

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

                                [{circle}] Euro
                                 ([e][{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

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

                                  [e][{circle}]

                             EURO[AMOUNT IN WORDS]


                                       82

<PAGE>


      in aggregate principal amount of the Notes.

4.    Promise to pay
      Subject  only as provided in this  Individual  Note  Certificate  and the
      Current  Issuer  Conditions,  the  Current  Issuer,  for value  received,
      promises  to pay to the Holder the  principal  amount of this  Individual
      Note   Certificate   (being   at  the   date   hereof   [{circle}]   Euro
      ([e][{circle}]))  on the Payment Date falling in  [{circle}]  (or on such
      earlier  date as the  said  principal  amount  may  become  repayable  in
      accordance with the Current Issuer Conditions or the Current Issuer Trust
      Deed) and to pay  interest on the  principal  amount from time to time of
      this  Individual  Note  Certificate  quarterly in arrear on each 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.


                                       83

<PAGE>


10.   Rights of Third Parties

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

11.   Governing law

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

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

GRANITE MORTGAGES 03-1 PLC


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

ISSUED in London, England on [{circle}].

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



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


                                       84

<PAGE>


FORM OF TRANSFER

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

to ............................................................................

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

...............................................................................,
[e]  ................................... in  principal amount of the [e][amount]
Series 2 Class [{circle}] Floating Rate Notes due  [maturity]  (the "NOTES") of
Granite Mortgages 03-1 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  [e]1,000  or
      an integral multiple of [e]1,000 in excess thereof.


                                       85

<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]


                                       86

<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.


                                       87

<PAGE>


------------------------------------------------------------------------------
{pound-sterling}[1,000/10,000]  [ISIN]  [COMMON CODE]  [SERIES]  [SERIAL NO.]
------------------------------------------------------------------------------

                          GRANITE MORTGAGES 03-1 PLC
   (INCORPORATED WITH LIMITED LIABILITY IN ENGLAND AND WALES WITH REGISTERED
                               NUMBER  4598035)

             SERIES 3 CLASS [{circle}] INDIVIDUAL NOTE CERTIFICATE

                                 REPRESENTING
 {pound-sterling} [{circle}] SERIES 3 CLASS [{circle}] FLOATING RATE NOTES DUE
                                  [{circle}]


1.    Introduction

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

                          [{circle}] Pounds Sterling
                         ({pound-sterling}[{circle}])

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

2.    References to Conditions

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

3.    Registered Holder

      This is to certify that

                                 [NOTEHOLDER]

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

                          {pound-sterling} [{circle}]

                       POUNDS STERLING [AMOUNT IN WORDS]


                                       88

<PAGE>


      in aggregate principal amount of the Notes.

4.    Promise to pay

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


                                       89

<PAGE>


10.   Rights of Third Parties

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

11.   Governing law

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

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

GRANITE MORTGAGES 03-1 PLC



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

ISSUED in London, England on [{circle}].

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


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


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<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED  ...................................................,  being

the registered holder of this Individual Note Certificate, hereby transfers to

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

............................................., {pound-sterling}.................
.............  in    principal    amount    of    the {pound-sterling}  [amount]
Series  3  Class [{circle}] Floating Rate Notes due [maturity] (the "NOTES") of
Granite Mortgages  03-1  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
      {pound-sterling}1,000 or an integral multiple of {pound-sterling}1,000 in
      excess thereof.


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<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]



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<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 OPA and (ii) the US Paying Agent,
being at the date hereof 14th Floor Zone 3, 111 Wall Street, New York, New
York 1 0043. The Noteholders are entitled to the benefit of, are bound by, and
are deemed to have notice of, all the provisions of, and definitions contained
or incorporated in, the Current Issuer Trust Deed, the Current Issuer Deed of
Charge, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Current Issuer Cash Management Agreement, the Current Issuer
Paying Agent and Agent Bank Agreement, the Current Issuer Basis Rate Swap
Agreement, the Current Issuer Dollar Currency Swap Agreements and the Current
Issuer Euro Currency Swap Agreements.

     The issue of the Notes was authorised by a resolution of the Board of
Directors of the Current Issuer passed on or about 22 January 2003.

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. Each class of the Dollar Notes will be in fully registered global
form in denominations of $10,000 and $1,000 and will be initially represented
by a US Global Note Certificate. 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.

     The Euro Notes will initially be offered and sold outside the United
States to non-US persons pursuant to Reg S. Each class of the Euro Notes will
be in fully registered global form in denominations of (euro)10,000 and
(euro)1,000 and will be initially represented by a Reg S Global Note
Certificate. 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.

     The Sterling Notes will initially be offered and sold outside the United
States to non-US persons pursuant to Reg S. Each class of the Sterling Notes
will be in fully registered global form in denominations of (pound)10,000 and
(pound)1,000 and will be initially represented by a Reg S Global Note
Certificate. 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.



                                      93
<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.

     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.



                                      94
<PAGE>

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

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

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

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

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

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

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

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

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



                                      95
<PAGE>

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

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

     Repayment of principal in respect of the Controlled Amortisation Amount
on the Series 1 Class B Notes, the Controlled Amortisation Amount on the
Series 2 Class B Notes and the Controlled Amortisation Amount on 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 C
Notes.

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

     The above priority of payments will change and the Current Issuer will
make repayments of principal in accordance with and subject to the Current
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.

     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 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 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 C Noteholders and (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 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



                                       96
<PAGE>

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 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 and the Class C Noteholders respectively, irrespective
of the effect thereof on their interests.

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

            (c)  the Current Issuer Basis Rate Swap Agreement;

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

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



                                      97
<PAGE>

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

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

            (h)  the Current Issuer Corporate Services Agreement;

            (i)  the Current Issuer Bank Account Agreement;

            (j)  the Current Issuer Cash Management Agreement;

            (k)  the Current Issuer Trust Deed;

            (l)  any Swap Collateral Ancilliary Document; and

            (m)  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;

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

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

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

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

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

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



                                      98
<PAGE>

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

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

(E)  Restrictions on Activities
     carry on any business other than as described in the Prospectus dated 23
January 2003 relating to the issue of the Dollar Notes and the related
activities described therein or as contemplated in the Transaction Documents
relating to the issue of the Notes and the making of the Current Issuer
Intercompany Loan;

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

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

(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



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<PAGE>

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

     To the extent that the funds available to the Current Issuer, subject to
and in accordance with the relevant Current Issuer Priority of Payments, to
pay interest on the Class B Notes 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 or the Class C
Notes, as the case may be (in each case, "Deferred Interest"), which will be
borne by each Class B 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 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 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 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 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.



                                      100
<PAGE>

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

     (i)   In respect of each Class of Notes (other than the Series 1 Class A3
           Notes),

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

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

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

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



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     (ii)  In respect of the Series 1 Class A3 Notes:

           (a)  On each Interest Determination Date, the Agent Bank will
                determine the Federal Funds Rate in respect of the Series 1
                Class A3 Notes as at or about 5:00 p.m. New York City time.
                The "Federal Funds Rate" applicable to the Series 1 Class A3
                Notes for the related Interest Period in which such Interest
                Determination Date occurs shall be determined by calculating
                the weighted average of the Daily Federal Funds Rate during
                the Series 1 Class A3 Interest Determination Period (as
                defined below) ending on such Interest Determination Date, as
                calculated in the following manner:

                     (1)  On each calendar day beginning on (and including) an
                          Interest Determination Date to (but excluding) the
                          next following Interest Determination Date (or in
                          respect of the first Interest Period in respect of
                          the Series 1 Class A3 Notes, on each calendar day
                          beginning on (and including) the Closing Date to
                          (but excluding) the first Interest Determination
                          Date occurring in April 2003) (the "Series 1 Class
                          A3 Interest Determination Period"), the Agent Bank
                          will determine the federal funds rate as set forth
                          in H.l5(5l9) opposite the caption "Federal funds
                          (effective)", as such rate is displayed on the
                          Telerate Page 120. However, if, by 5:00 p.m., New
                          York City time, on any calendar day the federal
                          funds rate does not appear on the Telerate Page 120
                          or is not yet published in H.15(5l9), the rate for
                          such day will be the rate set forth in H. 15 Daily
                          Update, or such other recognized electronic source
                          used for the purpose of displaying such rate, for
                          that day opposite the caption "Federal funds
                          (effective)", and if, by 5:00 p.m., New York City
                          time, on any calendar day the federal funds rate
                          does not appear on the Telerate Page 120 or is not
                          yet published in H.l5(5l9), H.15 Daily Update or
                          another recognized electronic source, the rate for
                          such day will be the rate for the first preceding
                          day for which such rate is set forth in H. 15(519)
                          opposite the caption "Federal funds (effective)", as
                          such rate is displayed on the Telerate Page 120. The
                          foregoing is referred to herein as the "Daily
                          Federal Funds Rate".

                     (2)  On each Interest Determination Date, the Agent Bank
                          will calculate the weighted average of the Daily
                          Federal Funds Rates determined in (1) above by
                          dividing (x) the sum of the Daily Federal Funds Rate
                          determined each calendar day during the relevant
                          Series 1 Class A3 Interest Determination Period, by
                          (y) the number of calendar days in such Series 1
                          Class A3 Interest Determination Period.

                     The Rate of Interest for the Series 1 Class A3 Notes for
                     any Interest Period relating to the Series 1 Class A3
                     Notes shall be the aggregate of the Relevant Margin in
                     respect of such Series 1 Class A3 Notes and the Federal
                     Funds Rate (as determined in (2) above on the applicable
                     Interest Determination Date and applying to such Interest
                     Period in which such Interest Determination Date occurs)
                     for such Series 1 Class A3 Notes.

         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 (or with respect to the Series 1 Class A3 Notes, 5.00 p.m. New
           York City time) on each



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           Interest Determination Date, determine and notify the Current
           Issuer, the Current Issuer Cash Manager, the Note Trustee and the
           Paying Agents of (i) the Rates of Interest applicable to each Class
           of Notes for the relevant Interest Period, (ii) the Interest Amount
           payable in respect of each class of Notes for the relevant Interest
           Period and (iii) the Note Interest Amount payable in respect of
           each Note for the relevant Interest Period.

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

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

(E) Publication of Rates of Interest, Interest Amounts and other Notices
    As soon as possible, the Agent Bank will cause the Rate of Interest and
the Interest Amount applicable to each class of Notes for each Interest Period
and the 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) (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.



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

(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) or (E) 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) or (E), 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



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<PAGE>

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

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

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

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

     (i)   the Payment Date falling in April 2008 and on any Payment Date
           thereafter. This gives the Current Issuer the option to redeem the
           Notes after the April 2008 step-up date for interest; or

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

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



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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 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 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, and (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
interest accrued thereon 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.



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<PAGE>

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

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

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

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

(D)  Change of Agents
     The initial Principal Paying Agent, the Registrar, the Transfer Agent and
the initial Paying Agents and their respective initial Specified Offices are
listed at the end of these Conditions. The Current Issuer reserves the right,
subject to the prior written approval of the Note Trustee, at any time to vary
or terminate the appointment of the Principal Paying Agent, the Registrar, the
Transfer Agent and the US Paying Agent and to appoint additional or other
Paying Agents. The Current Issuer will at all times maintain a Paying Agent
with a Specified Office in London and a US Paying Agent with a Specified
Office in New York and a Registrar. Except where otherwise provided in the
Current Issuer Trust Deed, the Current Issuer will cause at least 30 days'
notice of any change in or addition to the Paying Agents, the Transfer Agent
or the Registrar or their 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



                                     107
<PAGE>

resulting from (A) the due date for a payment not being a Payment Business Day
or (B) a cheque mailed in accordance with this Condition 6(E) arriving after
the due date for payment or being lost in the mail.

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

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

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

7.   Prescription
     Claims against the Current Issuer for payment of interest and principal
on redemption shall be prescribed and become void if the relevant Note
Certificates are not surrendered for payment within a period of 10 years from
the relevant date in respect thereof. After the date on which a payment under
a Note becomes void in its entirety, no claim may be made in respect thereof.
In this Condition 7, the "relevant date", in respect of a payment under a
Note, is the date on which the payment in respect thereof first becomes due or
(if the full amount of the monies payable in respect of those payments under
all the Notes due on or before that date has not been duly received by the
Principal Paying Agent, the US Paying Agent or the Note Trustee on or prior to
such date) the date on which the full amount of such monies having been so
received or notice to that effect is duly given to Noteholders in accordance
with Condition 14.

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

9.   Events of Default
(A)  Class A Noteholders:
     The Note Trustee in its absolute discretion may give notice to the
Current Issuer and the Security Trustee of a Current 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



                                     108
<PAGE>

and repayable (and they shall forthwith become due and repayable) at any time
after the happening of any of the following events which is continuing or
unwaived:

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

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

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

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

     (v)    proceedings being otherwise initiated against the Current Issuer
            under any applicable liquidation, insolvency, composition,
            reorganisation or other similar laws (including, but not limited
            to, presentation of a petition for an administration order) 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, 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

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



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(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 Notes Noteholders, declaring (in writing)
the Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

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

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

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

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

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

(D)  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) or (C) 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 accrued interest as provided in the Current Issuer
Trust Deed.

10.  Enforcement of Notes
     The Note Trustee may, at its discretion and without notice at any time
and from time to time, take such steps and institute such proceedings against
the Current Issuer or any other person as it may think fit to enforce the
provisions of the Notes, the Current Issuer Trust Deed



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(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 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
           outstanding or Class C Notes outstanding; 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 or Class
C Noteholder will be entitled to commence proceedings for the winding up or
administration of the Current Issuer unless there are no outstanding Notes of
a class with higher priority, or if Notes of a class with higher priority are
outstanding, there is consent of Noteholders of not less than 25 per cent. of
the aggregate principal amount of the Notes outstanding (as defined in the
Current Issuer Trust Deed) of the class or classes of Notes with higher
priority. Notwithstanding the foregoing and notwithstanding any other
provision of the Current Issuer Trust Deed, the right of any Noteholder to
receive payment of principal and interest on its Notes on or after the due
date for such principal or interest, or to institute suit for the enforcement
of payment of that principal or interest, may not be impaired or affected
without the consent of that Noteholder.

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



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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)  The Class C Notes
     The Current Issuer Trust Deed provides that:

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

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

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

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



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<PAGE>

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 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
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)  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 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 and an Extraordinary Resolution of the Class C
            Noteholders.

     (iii)  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 and an Extraordinary Resolution of the Class B
            Noteholders.

(E)  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.



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     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.

(F)  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



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

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

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

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

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

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



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15.  Governing Law and Jurisdiction
     The Transaction Documents (other than the Current Issuer Underwriting
Agreement) and the Notes are governed by, and shall be construed in accordance
with, English law, except for those provisions in which security is taken over
property situated in Jersey, to which Jersey law shall apply. The courts of
England are to have non-exclusive jurisdiction to settle any disputes which
may arise out of or in connection with the Notes and the Transaction Documents
(other than the Current Issuer Underwriting Agreement). The Current Issuer and
the other parties to the Transaction Documents (other than the Current Issuer
Underwriting Agreement) irrevocably submit to the non-exclusive jurisdiction
of the courts of England.

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

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

     For the purposes of these Conditions the following expressions shall have
the following meanings:

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

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

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

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

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

     "Authorised Investments" means (i) Sterling gilt-edged investments and
(ii) Sterling demand or time deposits, certificates of deposit and short-term
debt obligations (including commercial paper) (which may include deposits in
any account which earns a rate of interest related to LIBOR) provided that in
all cases such investments have a maturity date of 90 days or less and mature
on or before the next following Payment Date and the short-term unsecured,
unguaranteed and unsubordinated debt obligations of the issuing or
guaranteeing entity or entity with which the demand or time deposits are made
(being an authorised institution under the Financial Services and Markets Act
2000) are rated at least equal to A-l + 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);



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

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

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

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

     "Class A Note Enforcement Notice" has the meaning indicated in Condition
9(A); "Class A Noteholders" means the Holders of the Class A Notes;

     "Class A Notes" means the Series 1 Class A1 Notes, the Series 1 Class A2
Notes, the Series 1 Class A3 Notes, the Series 2 Class A Notes and the Series
3 Class A Notes;

     "Class B Note Enforcement Notice" has the meaning indicated in Condition
9(B); "Class B Noteholders" means the Holders of the Class B Notes;

     "Class B Notes" means the Series 1 Class B Notes, 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(C); "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;

     "Clearstream, Luxembourg" means Clearstream Banking, societe anonyme;
"Closing Date" means on or about 27 January 2003;

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

     "Current Issuer" means Granite Mortgages 03-1 plc;



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<PAGE>

     "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 the sum calculated by the Current
     Issuer Cash Manager on the Distribution Date immediately preceding such
     Payment Date equal to the sum of:

     (i)    all principal amounts repaid by Funding to the Current Issuer
            under the Current Issuer Intercompany Loan during the period from
            (but excluding) the immediately preceding Payment Date to (and
            including) that Payment Date; and

     (ii)   all Current Issuer Available Revenue Receipts which are to be used
            on that Payment Date to credit any Current Issuer Principal
            Deficiency Ledger for any class of Notes issued by the Current
            Issuer;

     less

     (iii)  the aggregate amount of all Current Issuer Available Principal
            Receipts to be applied on the relevant Payment Date to pay items
            (A) through (E), (G) and/or (I) of the Current Issuer
            Pre-Enforcement Revenue Priority of Payments; and

(b)  following enforcement of the Current Issuer Security, for the Current
     Issuer in respect of any Payment Date the sum calculated by or on behalf
     of the Note Trustee on the Distribution Date immediately preceding such
     Payment Date as the amount to be repaid by Funding to the Current Issuer
     under the Current Issuer Intercompany Loan during the relevant Interest
     Period and/or the sum otherwise recovered by the Note Trustee (or the
     receiver appointed on its behalf) representing the Principal Amount
     Outstanding of the Notes;

     "Current Issuer Available Revenue Receipts" means on any Payment Date the
sum of:

(a)  interest, fees and any other amount (excluding principal) paid by Funding
     on the relevant Payment Date under the terms of the Current Issuer
     Intercompany Loan Agreement;

(b)  amounts received by the Current Issuer under or in accordance with the
     Current Issuer Basis Rate Swap Agreement (excluding Swap Collateral
     Excluded Amounts) and any early termination amounts (other than such
     early termination amounts applied or to be applied by the Current Issuer
     in the purchase of one or more replacement hedge transactions) received
     by the Current Issuer under the Current Issuer Swap Agreements;

(c)  interest payable on the Current Issuer Bank Accounts and any income from
     Authorised Investments made with funds standing to the credit of the
     Current Issuer Bank Accounts in each case which has been or will be
     received on or before the relevant Payment Date; and

(d)  (only to the extent required after the Current Issuer Cash Manager has
     made the relevant calculations set out in the Current Issuer Cash
     Management Agreement) the amount of Current Issuer Available Principal
     Receipts (if any) which are to be applied on the relevant Payment Date to
     pay items (A) through (E), (G) and/or (I) 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



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<PAGE>

Issuer from time to time with the prior written consent of the Note Trustee
and the Rating Agencies;

     "Current Issuer Bank Account Agreement" means the bank account agreement
entered into on or about the Closing Date between the Current Issuer, the
Current Issuer Cash Manager, the Current Issuer Account Bank and the Note
Trustee;

     "Current Issuer Basis Rate Swap Agreement" means the ISDA master
agreement, schedule and confirmation thereto entered into on or about the
Closing Date and any credit support annex entered into at any time between the
Current Issuer, the Basis Rate Swap Provider and the Note Trustee, and
includes any additional and/or replacement Basis Rate Swap Agreement entered
into by the Current Issuer from time to time in connection with the Notes;

     "Current Issuer Basis Rate Swap Provider" means Northern Rock plc or such
other basis rate swap provider appointed from time to time in accordance with
the terms of the Transaction Documents;

     "Current Issuer Cash Management Agreement" means the cash management
agreement entered into on or about the Closing Date among the Current Issuer
Cash Manager, the Current Issuer and the Note Trustee;

     "Current Issuer Corporate Services Agreement" means the corporate
services agreement entered into on or before the Closing Date between, among
others, the Current Issuer Corporate Services Provider, Holdings, the Post
Enforcement Call Option Holder and the Current Issuer, for the provision by
the Current Issuer Corporate Services Provider of certain corporate services;

     "Current Issuer Corporate Services Provider" means Law Debenture
Corporate Services Limited or such other person for the time being acting as
corporate services provider to the Current Issuer under the Current 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 and confirmations relating to the dollar currency swaps
entered into on the Closing Date and any credit support annexes entered into
at any time among the Current Issuer, the Dollar Currency Swap Provider and
the Note Trustee and includes any additional and/or replacement Dollar
Currency Swap Agreement entered into by the Current Issuer from time to time
in connection with the Notes;

     "Current Issuer Dollar Currency Swap Provider" means CDC IXIS Capital
Markets or, as applicable, such other dollar currency swap provider appointed
from time to time in relation to the Dollar Notes (or any class of them, as
the context shall require), in accordance with the terms of the Transaction
Documents;

     "Current Issuer Dollar Currency Swap Rate" means the rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars pursuant to, as applicable, to any Current Issuer Dollar
Currency Swap Agreement, or, if there is no relevant Current Issuer Dollar
Currency Swap Agreement in effect at such time, the "spot" rate at which
Dollars are converted to Sterling or, as the case may be, Sterling is
converted to Dollars, on the foreign exchange markets;

     "Current Issuer Euro Currency Swap Agreements" means the ISDA master
agreements, schedules and confirmations relating to the Euro currency swaps
entered into on



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<PAGE>

the Closing Date and any credit support annexes entered into at any time among
the Current Issuer, the Euro Currency Swap Provider and the Note Trustee and
includes any additional and/or replacement Euro Currency Swap Agreement
entered into by the Current Issuer from time to time in connection with the
Notes;

     "Current Issuer Euro Currency Swap Provider" means Citibank, N.A. or, as
applicable, such other euro currency swap provider appointed from time to time
in relation to the Euro Notes (or any class of them, as the context shall
require), in accordance with the terms of the Transaction Documents;

     "Current Issuer Euro Currency Swap Rate" means the rate at which Euro are
converted to Sterling or, as the case may be, Sterling is converted to Euro
pursuant to, as applicable, to any Current Issuer Euro Currency Swap
Agreement, or, if there is no relevant Current Issuer Euro Currency Swap
Agreement in effect at such time, the "spot" rate at which Euro are converted
to Sterling or, as the case may be, Sterling is converted to Euro, on the
foreign exchange markets;

     "Current Issuer Intercompany Loan" means the loan made by the Current
Issuer to Funding on the Closing Date under the Current Issuer Intercompany
Loan Agreement;

     "Current Issuer Intercompany Loan Agreement" means the intercompany loan
agreement entered into on or about the Closing Date between, among others,
Funding, the Current Issuer and the Security Trustee;

     "Current Issuer 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;



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<PAGE>

     "Current Issuer Priority of Payments" means the relevant Current Issuer
Pre-Enforcement Revenue Priority of Payments, the Current Issuer
Pre-Enforcement Principal Priority of Payments and the Current Issuer
Post-Enforcement Priority of Payments;

     "Current Issuer Reserve Fund" means the reserve fund established in the
name of Funding in respect of the Current Issuer on the Closing Date in an
amount up to (pound)21,000,000;

     "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 Euro Notes and the Sterling Notes, entered into on
or about 23 January 2003, between, among others, the Current Issuer, Funding,
the Mortgages Trustee, Salomon Brothers International Limited and Merrill
Lynch International;

     "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 Dollar Notes, entered into on or about 23 January
2003 between, among others, the Current Issuer, Funding, the Mortgages
Trustee, Salomon Smith Barney Inc. and Merrill Lynch, Pierce, Fenner & Smith
Incorporated. The governing law and jurisdiction of the Current Issuer
Underwriting Agreement is the State of New York;

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

     "Distribution Date" means the London Business Day determined by the Cash
Manager falling no later than 6 business days after each Trust Determination
Date;

     "Dollar Interest Determination Date" means (a) in relation to the Dollar
Notes (other than the Series 1 Class A3 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 and (b) in relation to the Series
1 Class A3 Notes, two London Business Days before the first day of the
immediately succeeding Interest Period;

     "Dollar Notes" means the Series 1 Notes;

     "Dollars", "US$", "US Dollars" or "$" means the lawful currency for the
time being of the United States of America;



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<PAGE>

     "Euro", "euro" or "(euro)" means the currency of the Member States of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from
time to time;

     "Euro Interest Determination Date" for the Euro Notes and any Interest
Period for which the applicable Rate of Interest shall apply means two TARGET
Business Days before the first day of such Interest Period;

     "Euro Notes" means the Series 2 Notes;

     "Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear
System;

     "Eurozone" means the region comprised of the member states of the
European Union that adopt the single currency in accordance with the Treaty
establishing the European Community (signed in Rome on 25th March 1957), as
amended by the Treaty on European Union (signed in Maastricht on 7th February
1992);

     "Extraordinary Resolution" means (a) a resolution passed at a meeting of
the Noteholders of a particular class duly convened and held in accordance
with the provisions of the Current Issuer Trust Deed by a majority consisting
of not less than three-fourths of the persons voting thereat upon a show of
hands or if a poll is duly demanded by a majority consisting of not less than
three-fourths of the votes cast on such poll or (b) a resolution in writing
signed by or on behalf of all the Noteholders of a particular class, which
resolution in writing may be contained in one document or in several documents
in like form each signed by or on behalf of one or more of the Noteholders;

     "Final Maturity Date" means:

     (i)     in respect of the Series 1 Class A1 Notes, the Payment Date
             falling in January 2004;

     (ii)    in respect of the Series 1 Class A2 Notes, the Payment Date
             falling in January 2020;

     (iii)   in respect of the Series 1 Class A3 Notes, the Payment Date
             falling in January 2020;

     (iv)    in respect of the Series 2 Class A Notes, the Payment Date
             falling in January 2043;

     (v)     in respect of the Series 3 Class A Notes, the Payment Date
             falling in January 2043;

     (vi)    in respect of the Series 1 Class B Notes, the Payment Date
             falling in January 2043;

     (vii)   in respect of the Series 2 Class B Notes, the Payment Date
             falling in January 2043;

     (viii)  in respect of the Series 3 Class B Notes, the Payment Date
             falling in January 2043;

     (ix)    in respect of the Series 1 Class C Notes, the Payment Date
             falling in January 2043;

     (x)     in respect of the Series 2 Class C Notes, the Payment Date
             falling in January 2043; and



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<PAGE>

     (xi)    in respect of the Series 3 Class C Notes, the Payment Date
             falling in January 2043.

     "Funding" means Granite Finance Funding Limited;

     "Funding Deed of Charge" means the deed of charge dated the Initial
Closing Date between, among others, Funding, the Security Trustee, the First
Issuer and the Note Trustee and each deed of accession entered into in
connection therewith;

     "Funding Security" means the mortgages, charges, assignments, pledges and
other security created by Funding under or pursuant to the Funding Deed of
Charge in favour of the Security Trustee for the benefit of the secured
creditors of Funding as described under the Funding Deed of Charge;

     "Global Note Certificates" means the US Global Note Certificates and the
Reg S Global Note Certificates;

     "Holder" has the meaning indicated in Condition 1(B);

     "Individual Note Certificates" means the note certificates representing
the Notes while in definitive form;

     "Initial Relevant Screen Rate" means:

     (i)     in respect of the Series 1 Class A1 Notes, 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 Series 1 Class A2 Notes, the Series 1 Class B
             Notes and the Series 1 Class C Notes, the linear interpolation of
             the arithmetic mean of the offered quotations to leading banks
             for two month Dollar deposits and the arithmetic mean of the
             offered quotations to leading banks for three 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
             two month Euro deposits and the arithmetic mean of the offered
             quotations to leading banks for three 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
             two month Sterling deposits and the arithmetic mean of the
             offered quotations to leading banks for three month Sterling
             deposits (rounded upwards, if necessary, to five decimal places),
             displayed on the Dow-Jones Telerate Monitor at Telerate Page No.
             3750;

     "Interest Amount" has the meaning indicated in Condition 4(D)(ii);

     "Interest Determination Date" means (a) in respect of each Class of
Dollar Notes, the Dollar Interest Determination Date, (b) in respect of each
Class of Euro Notes, the Euro Interest Determination Date, and (c) in respect
of each Class of Sterling Notes, the Sterling Interest Determination Date;

     "Interest Payment Date" means (a) in relation to each of the Notes (other
than the Series 1 Class A1 Notes), the 20th day of January, April, July and
October in each year (or, if



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<PAGE>

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 April 2003 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
January 2004, (ii) the occurrence of a Trigger Event or (iii) enforcement of
the Current Issuer Security, and thereafter the 20th day of January, April,
July and October in each year (or, if such day is not a Business day, the next
succeeding Business Day), the first Interest Payment Date in relation to the
Series 1 Class A1 Notes being the Interest Payment Date occurring in February
2003 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;

     "Mortgages Trust" means the trust of the trust property held by the
Mortgages Trustee under the Mortgages Trust Deed;

     "New York Business Day" means a day (other than a Saturday or a Sunday)
on which banks are generally open in the city of New York;

     "Non-Asset Trigger Event" means any of the following events: (a) an
Insolvency Event occurs in relation to the Seller, or (b) the role of the
Seller as Administrator under the Administration Agreement is terminated and a
new Administrator is not appointed within 60 days, or (c) the Current Seller
Share is equal to or less than the Minimum Seller Share;

     "Note Certificates" means any Global Note Certificates or Individual Note
Certificates;

     "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 and a Class C Note Enforcement
Notice;

     "Note Interest Amount" has the meaning indicated in Condition 4(D)(ii);

     "Note Principal Payment" has the meaning indicated in Condition 5(C);

     "Note Trustee" means The Bank of New York and its successors or any
further or other note trustee under the Current Issuer Trust Deed, as trustee
for the Noteholders, and/or the Current Issuer Deed of Charge;

     "Noteholders" means the Holders for the time being of the Notes;

     "Notes" means the Class A Notes, the Class B Notes 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;



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<PAGE>

     "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);

     "Payment Date" means the 20th day of January, April, July and October in
each year (or, if such day is not a Business Day, the next succeeding Business
Day), the first Payment Date being the Payment Date occurring in April 2003;

     "Pool Factor" has the meaning indicated in Condition 5(C);

     "Post Enforcement Call Option Holder" means GPCH Limited;

     "Principal Amount Outstanding" has the meaning indicated in Condition
5(C);

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

     "Quotation Deposits" means (a) in respect of each Class of Dollar Notes,
Dollar deposits of $10,000,000, (b) in respect of each Class of Euro Notes,
Euro deposits of (euro)10,000,000, and (c) in respect of each Class of
Sterling Notes, Sterling deposits of (pound)10,000,000;

     "Quotation Market" means (a) in respect of each Class of Euro Notes, the
Eurozone inter-bank market, and (b) in respect of each other Class of Notes
(other than the Series 1 Class A3 Notes), the London inter-bank market;

     "Quotation Period" means (a) on the initial Interest Determination Date
relating to a Class of Notes, three months and four months, and (b) on each
other Interest Determination Date relating to such Class, three months;

     "Quotation Time" means (a) in respect of each Class of Euro Notes, 11.00
a.m. Brussels time on the relevant Interest Determination Date relating to
such Class, and (b) in respect of each other Class of Notes (other than the
series 1 Class A3 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 Ratings Services, a division of
the McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;

     "Reference Banks" means the principal London offices of Citibank, N.A.,
ABN AMRO Bank N.V., Barclays Bank plc and JPMorgan Chase Bank and their
successors and/or such other bank as may be appointed pursuant to Condition
4(H);

     "Reg 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 2 Notes and 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;



                                     125
<PAGE>

     "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, (0.01) per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.00 per cent. per annum;

     (ii)    in respect of the Series 1 Class A2 Notes, 0.19 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.38 per cent. per annum;

     (iii)   in respect of the Series 1 Class A3 Notes, 0.40 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.80 per cent. per annum;

     (iv)    in respect of the Series 1 Class B Notes, 0.43 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.86 per cent. per annum;

     (v)     in respect of the Series 1 Class C Notes, 1.45 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 2.45 per cent. per annum;

     (vi)    in respect of the Series 2 Class A Notes, 0.24 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.48 per cent. per annum;

     (vii)   in respect of the Series 2 Class B Notes, 0.43 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.86 per cent. per annum;

     (viii)  in respect of the Series 2 Class C Notes, 1.45 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 2.45 per cent. per annum;

     (ix)    in respect of the Series 3 Class A Notes, 0.24 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.48 per cent. per annum;

     (x)     in respect of the Series 3 Class B Notes, 0.43 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 0.86 per cent. per annum; and

     (xi)    in respect of the Series 3 Class C Notes, 1.45 per cent. per
             annum up to and including the Interest Payment Date in April 2008
             and thereafter 2.45 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, the arithmetic mean of the offered
                  quotations to leading banks for one month Dollar deposits in
                  the London inter-bank market displayed



                                     126
<PAGE>

                  on the Dow-Jones/Telerate Monitor at Telerate Page No. 3750
                  up to and including the earliest of (i) the Interest Payment
                  Date in January 2004, (ii) the occurrence of a Trigger Event
                  or (iii) enforcement of the Current Issuer Security, and
                  thereafter the arithmetic mean of the offered quotations to
                  leading banks for three month Dollar deposits in the London
                  inter-bank market displayed on the Dow-Jones/ Telerate
                  Monitor at Telerate Page No. 3750;

             (2)  in respect of subsequent Interest Periods in respect of the
                  Series 1 Class A2 Notes, the Series 1 Class B Notes and the
                  Series 1 Class C 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;

             (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);

     "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);

     "Series" or "series" means, in relation to the Notes, the Series 1 Notes,
the Series 2 Notes or the Series 3 Notes, as the context requires;

     "Series 1 Class A Notes" means the Series 1 Class A1 Notes, the Series 1
Class A2 Notes and the Series 1 Class A3 Notes;

     "Series 1 Class A1 Notes" means the $925,000,000 Series 1 Class A1
floating rate notes due January 2004;

     "Series 1 Class A2 Notes" means the $1,225,000,000 Series 1 Class A2
floating rate notes due January 2020;

     "Series 1 Class A3 Notes" means the $300,000,000 Series 1 Class A3
floating rate notes due January 2020;

     "Series 1 Class B Notes" means the $42,000,000 Series 1 Class B floating
rate notes due January 2043;



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<PAGE>

     "Series 1 Class C Notes" means the $56,000,000 Series 1 Class C floating
rate notes due January 2043;

     "Series 1 Notes" means collectively the Series 1 Class A Notes, the
Series 1 Class B Notes and the Series 1 Class C Notes;

     "Series 2 Class A Notes" means the(euro)900,000,000 Series 2 Class A
floating rate notes due January 2043;

     "Series 2 Class B Notes" means the (euro)62,000,000 Series 2 Class B
floating rate notes due January 2043;

     "Series 2 Class C Notes" means the (euro)94,500,000 Series 2 Class C
floating rate notes due January 2043;

     "Series 2 Notes" means collectively the Series 2 Class A Notes, the
Series 2 Class B Notes and the Series 2 Class C Notes;

     "Series 3 Class A Notes" means the (pound)665,000,000 Series 3 Class A
floating rate notes due January 2043;

     "Series 3 Class B Notes" means the (pound)31,000,000 Series 3 Class B
floating rate notes due January 2043;

     "Series 3 Class C Notes" means the (pound)41,000,000 Series 3 Class C
floating rate notes due January 2043;

     "Series 3 Notes" means collectively the Series 3 Class A Notes, the
Series 3 Class B Notes and the Series 3 Class C Notes;

     "Specified Date" has the meaning indicated in Condition 11(E);

     "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 "(pound)" means the lawful currency for
the time being of the United Kingdom of Great Britain and Northern Ireland;

     "Sterling Notes" means the Series 3 Notes;

     "Sterling Interest Determination Date" for the Sterling Notes and any
Interest Period for which the applicable Rate of Interest shall apply means
the first day of such Interest Period;

     "Swap Collateral" means any asset (including, without limitation, cash
and/or securities) paid or transferred to the Current Issuer by a Swap
Provider in accordance with the terms of the relevant Current Issuer Swap
Agreement as collateral to secure the performance of that Swap Provider's
obligations under the relevant Current Issuer Swap Agreement together with any
income or distributions received in respect of such asset and any equivalent
of or replacement of such asset into which such asset is transformed;

     "Swap Collateral Accounts" means the Swap Collateral Cash Account and the
Swap Collateral Securities Account;

     "Swap Collateral Ancilliary Document" means any document (including,
without limitation, any custodial agreement or bank account agreement but
excluding the Current Issuer



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<PAGE>

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 Provider and the Current
Issuer Euro Currency Swap Provider, or any one of them as the context
requires;

     "TARGET Business Day" means a day on which the Trans-European Automated
Real-time Gross settlement Express Transfer (TARGET) System is open;

     "Transaction Documents" means the Current Issuer Corporate Services
Agreement, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Current Issuer Bank Account Agreement, the Current Issuer Deed of
Charge, the Current Issuer Trust Deed, the Current Issuer Paying Agent and
Agent Bank Agreement, the Current Issuer Cash Management Agreement, the
Current Issuer Post-Enforcement Call Option Agreement, the Current Issuer
Dollar Currency Swap Agreement, the Current Issuer Euro Currency Swap
Agreement, the Current Issuer Basis Rate Swap Agreement, any Swap Collateral
Ancilliary Document, the Current Issuer Subscription Agreement, the Current
Issuer Underwriting Agreement, the Current Issuer Master Definitions Schedule
the Funding (Granite 03-1) 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;



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<PAGE>

     "UK Listing Authority" means the United Kingdom Financial Services
Authority in its capacity as competent authority pursuant to Part VI of the
FSMA;

     "US Global Note Certificates" means the note certificates representing
the Series 1 Notes while in global form; and

     "US Paying Agent" means Citibank, N.A., acting in its capacity as US
paying agent through its New York office or such other person for the time
being acting as US paying agent under the Current Issuer Paying Agent and
Agent Bank Agreement.



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<PAGE>

                                  SCHEDULE 4
                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1     (A)    DEFINITIONS

             As used in this Schedule the following  expressions shall have the
             following meanings unless the context otherwise requires:

             "BASIC  TERMS  MODIFICATION" means any of the  following  matters,
             namely:

             (i)   any reduction  or  cancellation  of  the  amount payable or,
                   where  applicable,  any  modification,  except   where  such
                   modification is in the opinion of the Note Trustee  bound to
                   result  in  an  increase,  of  the method of calculating the
                   amount payable or any modification  of  the  date of payment
                   or, where applicable, of the method of calculating  the date
                   of  payment in respect of any principal, premium or interest
                   in respect of the Current Issuer Notes;

             (ii)  any alteration in the priority in which payments are made to
                   Noteholders  pursuant  to  any  Current  Issuer  Priority of
                   Payments;

             (iii) any  alteration of the currency in which payments under  the
                   Current Issuer Notes are to be made;

             (iv)  any alteration of the quorum or majority required to pass an
                   Extraordinary  Resolution in respect of any such Basic Terms
                   Modification; and

             (v)   any alteration of this proviso or the proviso to paragraph 6
                   below;

             "BLOCK VOTING INSTRUCTION" shall mean, in relation to any Meeting,
             an English language document  issued by the Registrar and dated in
             which:

             (a)   it is certified that:

                   (i)   certain  specified  Current   Issuer   Notes  (each  a
                         "BLOCKED NOTE") have been blocked in an account with a
                         clearing  system  and will not be released  until  the
                         conclusion of the Meeting  and that the holder of each
                         Blocked Note or a duly authorised person on its behalf
                         has   instructed   the  Registrar   that   the   votes
                         attributable to such  Blocked Note are to be cast in a
                         particular way on each  resolution  to  be  put to the
                         Meeting; or

                   (ii)  each registered holder of such Current Issuer Notes or
                         a  duly authorised person on its behalf has instructed
                         the  Registrar  that  the  vote(s) attributable to the
                         Current Issuer Note or Current  Issuer  Notes  so held
                         (each   a   "RELEVANT  NOTE")  should  be  cast  in  a
                         particular  way  in  relation  to  the  resolution  or
                         resolutions to be put to such Meeting or any adjourned
                         such Meeting;



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<PAGE>


                   (iii) and in each case  that,  all  such  instructions  are,
                         during  the  period  commencing  48 hours prior to the
                         time  for  which  such Meeting or any  such  adjourned
                         Meeting is convened  and  ending  at the conclusion or
                         adjournment thereof, neither revocable  nor capable of
                         amendment;

             (b)   the  aggregate  principal  amount  of the Blocked Notes  and
                   Relevant Notes so held are listed distinguishing with regard
                   to each such resolution between those  in  respect  of which
                   instructions  have  been  given  as aforesaid that the votes
                   attributable  thereto  should  be  cast  in  favour  of  the
                   resolution and those in respect of which  instructions  have
                   been so given that the votes attributable thereto should  be
                   cast against the resolution; and

             (c)   one  or  more  persons  named  in  such  document  is or are
                   authorised  and  instructed  by  such Registrar to cast  the
                   votes attributable to such Blocked  Note  and Relevant Notes
                   so listed in accordance with the instructions referred to in
                   (a) above as set out in such document;

             "CHAIRMAN" means, in relation to any Meeting, the  individual  who
             takes the chair in accordance with paragraph 4 (Chairman);

             "EXTRAORDINARY  RESOLUTION"  means  (a)  a  resolution passed at a
             Meeting duly convened and held in accordance  with  the provisions
             of  this  Schedule  4  by  a majority consisting of not less  than
             three-fourths of the persons  voting  thereat upon a show of hands
             or if a poll is duly demanded by a majority consisting of not less
             than  three-fourths  of  the votes cast on  such  poll  or  (b)  a
             resolution  in  writing  signed   by  or  on  behalf  of  all  the
             Noteholders  of  a  particular  class  which   resolution  may  be
             contained in one document or several documents in  like  form each
             signed by or on behalf of one or more of the Noteholders;

             "FORM  OF PROXY" means, in relation to any Meeting, a document  in
             the English  language  available  from  the  Registrar signed by a
             Noteholder  or, in the case of a corporation, executed  under  its
             seal or signed  on  its behalf by a duly authorised officer of the
             corporation and delivered to the Registrar not later than 48 hours
             before the time fixed  for  such  Meeting,  appointing one or more
             persons who is or are authorised and instructed to vote in respect
             of the Current Issuer Notes held by such Noteholder;

             "MEETING" shall mean a meeting of Noteholders  (whether originally
             convened or reviewed following an adjournment);

             "PROXY" means, in relation to any Meeting, a person  appointed  to
             vote  under  a  Block  Voting Instruction or a Form of Proxy other
             than:

             (a)   any such person whose  appointment  has  been revoked and in
                   relation to whom the Registrar has been notified  in writing
                   of such revocation by the time which is 48 hours before  the
                   time fixed for such Meeting; and



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<PAGE>

             (b)   any  such  person  appointed  to vote at a Meeting which has
                   been adjourned for want of a quorum and who has not been re-
                   appointed to vote at a Meeting when it is resumed;

             "CURRENT ISSUER NOTES" and "NOTEHOLDERS" shall mean:

             (a)   in connection with a Meeting of  Senior  Noteholders, Senior
                   Notes and Senior Noteholders, respectively;

             (b)   in  connection  with  a  Meeting  of Mezzanine  Noteholders,
                   Mezzanine Notes and Mezzanine Noteholders respectively; and

             (c)   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.

(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.



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<PAGE>

(D)   ISSUE OF FORMS OF PROXY

      (i)    A holder  of  Current  Issuer  Notes may obtain an uncompleted and
             unexecuted Form of Proxy from the Registrar.

      (ii)   Any holder of Current Issuer Notes  which  is a corporation may by
             resolution of its directors or other governing  body authorise any
             person  to  act  as  its  representative  (a "REPRESENTATIVE")  in
             connection with any Meeting.

      (iii)  Any  Proxy or Representative shall, so long  as  such  appointment
             remains  in  force,  be deemed for all purposes in connection with
             the relevant Meeting, to be the holder of the Current Issuer Notes
             to which such appointment  relates  and  the holder of the Current
             Issuer  Notes  shall be deemed for such purposes  not  to  be  the
             holder.

2.    CONVENING OF MEETING

      The Current Issuer or the Note Trustee may convene a Meeting at any time,
      and the Note Trustee shall  be  obliged  to  do  so  subject  to it being
      indemnified  to its satisfaction upon a request in writing of Noteholders
      holding not less  than  one-tenth  in principal amount of the outstanding
      Current Issuer Notes of any class or classes entitled to vote and, if the
      Current Issuer defaults for a period  of  seven  days in convening such a
      Meeting,  the  same  may  be  convened  by  the  Note  Trustee   or   the
      requisitionists.  Every  such  Meeting  shall be held on such date and at
      such time and place as the Note Trustee may appoint or approve.

3.    NOTICE

      At least 21 days' notice (exclusive of the  day  on  which  the notice is
      given  and  the  day  on which the Meeting is to be held) specifying  the
      place, day and hour of  Meeting  shall be given to the Noteholders or, as
      the case may be the Noteholders of  any  class  of  Current  Issuer Notes
      entitled  to  vote,  the  Paying Agents, the Agent Bank and the Registrar
      prior  to  any Meeting. Such  notice,  which  shall  be  in  the  English
      language, shall  state  generally  the  nature  of  the  business  to  be
      transacted at the Meeting thereby convened and shall specify the terms of
      any  resolution  to be proposed. Such notice shall include statements, if
      applicable, to the effect that (a) Current Issuer Notes may be blocked in
      clearing systems for  the  purposes  of  appointing  Proxies  under Block
      Voting Instructions until 48 hours before the time fixed for the  Meeting
      and  (b) a Noteholder may appoint a Proxy either (i) under a Block Voting
      Instruction  by  delivering written instructions to the Registrar or (ii)
      by executing and delivering  a  Form  of Proxy to the Specified Office of
      the Registrar, in either case until 48  hours  before  the time fixed for
      the  Meeting.   A copy of the notice shall be sent by post  to  the  Note
      Trustee (unless the  Meeting is convened by the Note Trustee) and, to the
      Current Issuer (unless the Meeting is convened by the Current Issuer).



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<PAGE>

4.    CHAIRMAN

      A person (who may, but need not be, a Noteholder) nominated in writing by
      the Note Trustee shall  be  entitled  to  take  the chair at the relevant
      Meeting,  but  if no such nomination is made or if  at  any  Meeting  the
      person nominated  shall  not  be present within 15 minutes after the time
      appointed for holding the Meeting  the  Noteholders  present shall choose
      one of their number to be Chairman, failing which the  Current Issuer may
      appoint a Chairman. The Chairman of an adjourned Meeting  need not be the
      same  person  as  was  Chairman of the Meeting from which the adjournment
      took place.

5.    QUORUM

      Subject as provided in the Current Issuer Conditions:

      (a)    any such Meeting  of  two  or more persons present holding Current
             Issuer Notes or being Proxies  or  Representatives  and holding or
             representing in the aggregate not less than one-twentieth  of  the
             principal amount of the Current Issuer Notes of the relevant class
             or  classes  for  the time being outstanding (or, at any adjourned
             Meeting, two or more  persons  being  or  representing Noteholders
             whatever the aggregate Principal Amount Outstanding of the Current
             Issuer Notes of the relevant class or classes)  shall  (except for
             the purpose of passing an Extraordinary Resolution) form  a quorum
             for  the  transaction of business and no business (other than  the
             choosing of  a Chairman) shall be transacted at any Meeting unless
             the requisite  quorum  be  present  at  the  commencement  of  the
             relevant business;

      (b)    the  quorum  at  any  such  Meeting  for  passing an Extraordinary
             Resolution other than an Extraordinary Resolution  to  sanction  a
             Basic  Term  Modification shall (subject as provided below) be two
             or more persons  present  holding  or  representing Current Issuer
             Notes  or  being  Proxies  or  Representatives   and   holding  or
             representing  in  the  aggregate  more  than half of the aggregate
             principal  amount  of  the  Current Issuer Notes  outstanding  (as
             defined in Clause 1.6 of the  Current  Issuer  Trust  Deed) of the
             Current Issuer Notes of the relevant class of classes (or,  at any
             adjourned  Meeting,  two  or  more  persons  being or representing
             Noteholders whatever the aggregate principal amount of the Current
             Issuer Notes outstanding (as defined in Clause  1.6 of the Current
             Issuer  Trust Deed) of the relevant class or classes  so  held  or
             represented); or

      (c)    at any Meeting  the  business  of which includes the passing of an
             Extraordinary Resolution to sanction a Basic Terms Modification,

      the quorum for passing the requisite Extraordinary  Resolution  shall  be
      two or more persons present holding Current Issuer Notes or being Proxies
      or  Representatives and holding or representing in the aggregate not less
      than  three  quarters in aggregate principal amount of the Current Issuer
      Notes outstanding  (as  defined in Clause 1.6 of the Current Issuer Trust
      Deed) of the relevant class or classes (or, at any adjourned Meeting, two
      or more persons present holding or representing in the aggregate not less
      than one quarter in aggregate  principal  amount  of  the  Current Issuer
      Notes  outstanding (as defined in Clause 1.6 of the Current Issuer  Trust
      Deed) of the relevant class or classes);



                                       135
<PAGE>

      Provided  always  that  so  long as at least the relevant fraction of the
      aggregate Principal Amount Outstanding  of  the relevant class of Current
      Issuer Notes referred to in sub-paragraph (a),  (b)  or (c) above, as the
      case  may  be, is represented by a Global Note Certificate  or  a  single
      Individual  Note   Certificate,   a   single  person  being  a  Proxy  or
      Representative of such class of Current  Issuer Notes represented thereby
      shall be deemed to be two persons for the purpose of forming a quorum.

6.    ADJOURNMENT FOR WANT OF QUORUM

      If within 15 minutes (or such longer period  not  exceeding 30 minutes as
      the  Chairman  may  decide) after the time appointed for  any  Meeting  a
      quorum is not present  for  the  transaction  of any particular business,
      then, subject and without prejudice to the transaction  of  the  business
      (if any) for which a quorum is present:

      (a)    if convened upon the requisition of Noteholders, the Meeting shall
             be dissolved; and

      (b)    in  any other case, the Meeting shall stand adjourned to the  same
             day in  the next week (or if such day is a public holiday the next
             succeeding Business Day) at the same time and place (except in the
             case of a  Meeting  at  which an Extraordinary Resolution is to be
             proposed in which case it  shall  stand adjourned for such period,
             being not less than 13 clear days nor more than 42 clear days, and
             to such place as may be appointed by  the  Chairman  either  at or
             subsequent to such Meeting and approved by the Note Trustee).

      Provided, however, that, if within 15 minutes (or such longer period  not
      exceeding 30 minutes as the Chairman may decide) after the time appointed
      for  any adjourned Meeting a quorum is not present for the transaction of
      any particular  business,  then,  subject  and  without  prejudice to the
      transaction of the business (if any) for which a quorum is  present,  the
      Meeting  shall be dissolved as no Meeting may be adjourned more than once
      for want of a quorum.

7.    NOTICE FOLLOWING ADJOURNMENT

      Notice of  any  adjourned Meeting at which an Extraordinary Resolution is
      to be submitted shall  be  given  in  the  same  manner  as  notice of an
      original  Meeting  as  provided  in paragraph 3 above, but as if 10  days
      notice (exclusive of the day on which  the notice is given and the day on
      which the Meeting is to be resumed) were  substituted  for  the  21  days
      notice   as  provided  in  paragraph  3  above,  and  such  notice  shall
      specifically state the relevant quorum requirements which will apply when
      the Meeting  resumes.   Subject as aforesaid it shall not be necessary to
      give any notice of an adjourned Meeting.

8.    SHOW OF HANDS

      Every question submitted  to  a  Meeting  shall  be  decided in the first
      instance by a show of hands and in case of equality of votes the Chairman
      shall  both  on  a  show  of hands and on a poll have a casting  vote  in
      addition to the vote or votes  (if  any) to which he may be entitled as a
      Noteholder or as a Proxy or as a Representative.



                                       136
<PAGE>

9.    CHAIRMAN'S DECLARATION

      At any Meeting, unless a poll is (before  or  on  the  declaration of the
      result  of  the  show  of  hands)  validly demanded by the Chairman,  the
      Current  Issuer,  the  Note  Trustee or  any  person  present  holding  a
      Individual Note Certificate or  being a Proxy or Representative (whatever
      the principal amount of the Current  Issuer  Notes so held or represented
      by him) a declaration by the Chairman that a resolution  has been carried
      or  carried  by  a  particular  majority  or  lost  or not carried  by  a
      particular  majority  shall  be conclusive evidence of the  fact  without
      proof of the number or proportion  of  the votes recorded in favour of or
      against such resolution.

10.   POLL

      Subject to paragraph 12 (Limitation on Adjournments)  below,  if  at such
      Meeting  a  poll is demanded it shall be taken in such manner and subject
      as hereinafter  provided  either  at  once or after an adjournment as the
      Chairman directs and the result of such  poll  shall  be deemed to be the
      resolution of the Meeting at which the poll was demanded  as  at the date
      of  the  taking of the poll. The demand for a poll shall not prevent  the
      continuance of the Meeting for the transaction of any business other than
      the motion on which the poll has been demanded.

11.   ADJOURNED MEETING

      The Chairman  may with the consent of (and shall if directed by) any such
      Meeting adjourn  the  same from time to time and from place to place, but
      no business shall be transacted  at any adjourned Meeting except business
      which  might  lawfully  (but  for lack  of  required  quorum)  have  been
      transacted at the Meeting from which the adjournment took place.

12.   LIMITATION ON ADJOURNMENTS

      Any poll demanded at any adjourned  Meeting on the election of a Chairman
      or on any question of adjournment shall  be  taken at the Meeting without
      adjournment.

13.   PARTICIPATION

      Any Proxy and/or Representative, the Note Trustee  and  its  lawyers  and
      financial advisers and any director, officer or employee of a corporation
      being  a  trustee  of  the  Current Issuer Trust Deed and any director or
      officer of the Current Issuer and its lawyers and financial advisers, the
      Registrar, and any other person authorised so to do by the Meeting or the
      Note Trustee may attend and speak  at any Meeting. Save as aforesaid, but
      without prejudice to the definition of "Principal Amount Outstanding", no
      person shall be entitled to attend and  speak  nor  shall  any  person be
      entitled  to  vote  at any Meeting or join with others in requesting  the
      convening of such a Meeting  or  to  exercise the rights conferred on the
      Noteholders by Clause 7 (Proceedings, Actions and Indemnification) of the
      Current Issuer Trust Deed unless he either produces a Note Certificate or
      is a Proxy or a Representative or is the  holder  of  an  Individual Note
      Certificate or Individual Note Certificates. No person shall  be entitled
      to  vote at any Meeting in respect of Current Issuer Notes held  by,  for
      the benefit  of,  or  on  behalf of, the Current Issuer or the Borrowers.
      Nothing herein shall prevent any of the Proxies named in any Block Voting
      Instruction or Form of Proxy or any



                                       137
<PAGE>

      Representative from being a  director,  officer  or  representative of or
      otherwise connected with the Current Issuer.

14.   VOTES

      Subject  as  provided  in  paragraph  13  (Participation) hereof  at  any
      Meeting:

      (a)    on a show of hands every person who  is present in person and is a
             holder  of Current Issuer Notes or is a  Proxy  or  Representative
             shall have one vote; and

      (b)    on a poll  every such person who is so present shall have one vote
             in respect of  each  US$1,000 (in the case of the Dollar Notes) or
             {pound-sterling}1,000  (in  the  case  of  the  Sterling Notes) or
             e1,000  (in  the  case  of  the  Euro  Notes) in Principal  Amount
             Outstanding of the Current Issuer Notes  in respect of which he is
             a Proxy or Representative or in respect of which he is the holder.

      Without prejudice to the obligations of the proxies  named  in  any Block
      Voting Instruction or Form of Proxy any person entitled to more than  one
      vote  need  not  use  all  his votes or cast all the votes to which he is
      entitled in the same way.

15.   PROXIES NEED NOT BE NOTEHOLDERS

      The Proxies named in any Block  Voting  Instruction  or Form of Proxy and
      representatives need not be Noteholders.

16.   DEPOSIT OF VOTES

      Each  Block  Voting  Instruction together (if so requested  by  the  Note
      Trustee) with proof satisfactory to the Note Trustee of its due execution
      on behalf of the Registrar  and  each Form of Proxy shall be deposited by
      the Registrar at such place as the  Note  Trustee  shall approve not less
      than  24  hours  before  the time appointed for holding  the  Meeting  or
      adjourned  Meeting  at which  the  Proxies  named  in  the  Block  Voting
      Instruction or Form of  Proxy  propose  to  vote and in default the Block
      Voting Instruction or Form of Proxy shall not  be treated as valid unless
      the Chairman decides otherwise before such Meeting  or  adjourned Meeting
      proceeds  to business. A notarially certified copy of each  Block  Voting
      Instruction  and  Form  of Proxy shall be deposited with the Note Trustee
      before the commencement of  the Meeting or adjourned Meeting but the Note
      Trustee shall not thereby be  obliged to investigate or be concerned with
      the validity of or the authority  of  the Proxies named in any such Block
      Voting Instruction or Form of Proxy.

17.   VALIDITY OF VOTES BY PROXIES

      Any vote by a Proxy given in accordance  with the terms of a Block Voting
      Instruction or Form of Proxy shall be valid  notwithstanding the previous
      revocation or amendment of the Block Voting Instruction  or  the  Form of
      Proxy or of any of the Noteholders' instructions pursuant to which it was
      executed  provided  that  no intimation in writing of such revocation  or
      amendment shall have been received  from  the Noteholder by the Registrar
      by  the time being 24 hours before the time  appointed  for  holding  the
      Meeting  or  adjourned  Meeting  at which the Block Voting Instruction or
      Form of Proxy is to be used.  Unless  revoked, any appointment of a Proxy
      under  a Block Voting Instruction or Form  of  Proxy  in  relation  to  a
      Meeting shall remain in



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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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      (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 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
             (in  the  case  of  an  Extraordinary  Resolution  of  the  Senior
             Noteholders) the Mezzanine Noteholders and  the Junior Noteholders
             or (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 (in the
             case of an Extraordinary Resolution of the Junior Noteholders) the
             Senior  Noteholders  and  the Mezzanine Noteholders (to the extent
             that   any  Senior  Notes  and/or   Mezzanine   Notes   are   then
             outstanding).

      (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



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             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 Junior 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 and/or the Mezzanine Noteholders
             (as the case may  be) or (bb) it is sanctioned by an Extraordinary
             Resolution  of  the  Senior   Noteholders   and/or  the  Mezzanine
             Noteholders (as the case may be).

20.   EXTRAORDINARY RESOLUTION BINDS ALL NOTEHOLDERS

      Subject  to  the  provisos  to  paragraph 19 (Powers), any  Extraordinary
      Resolution passed at a Meeting duly  convened and held in accordance with
      the Current Issuer Trust Deed shall be  binding  upon  the Noteholders of
      all classes whether present or not present at such Meeting and whether or
      not  voting  and  each  of  them  shall  be bound to give effect  thereto
      accordingly and the passing of any such Extraordinary Resolution shall be
      conclusive evidence that the circumstances  justify  the passing thereof.
      Notice of the result of the voting on any Extraordinary  Resolution  duly
      considered by the Noteholders shall be given by the Current Issuer to the
      Noteholders  in  accordance  with  Condition  14  (Notice to Noteholders)
      within  14  days  of  such  result  being known provided  that  the  non-
      publication of such notice shall not invalidate such result.

21.   SENIOR NOTES

      Notwithstanding the foregoing, the following  additional provisions shall
      apply to Senior Notes:

      (i)    a single Meeting of the holders of all classes of Senior Notes may
             be held whether or not there is a conflict of interest between the
             holders of such series of the Senior Notes;

      (ii)   there shall be no provision for a Meeting  of  the  holders of one
             class only of the Senior Notes; and

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

22.   MEZZANINE NOTES

      Notwithstanding the foregoing,  the following additional provisions shall
      apply to Mezzanine Notes:

      (i)    a single Meeting of the holders of all classes of Mezzanine  Notes
             may be held whether or not there is a conflict of interest between
             the holders of such series of the Mezzanine Notes;



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<PAGE>

      (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.   JUNIOR NOTES

      Notwithstanding the foregoing, the following additional  provisions shall
      apply to Junior Notes

      (i)    a single Meeting of the holders of all classes of Junior Notes may
             be held whether or not there is a conflict of interest between the
             holders of such series of the Junior Notes;

      (ii)   there  shall be no provision for a Meeting of the holders  of  one
             class only of the Junior Notes; and

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



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24.   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.

25.   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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<PAGE>

                               EXECUTION PAGE


THE CURRENT ISSUER

EXECUTED BY
GRANITE MORTGAGES 03-1 PLC
AS ITS DEED AS FOLLOWS:
Signed for and on its behalf by one of its directors
and by another of its directors/its secretary

                                           By________________________________
                                           Director

                                           Name______________________________

                                           By________________________________
                                           for and on behalf of LDC
                                           Securitisation Director No.1 Limited

                                           Name______________________________


THE NOTE TRUSTEE

EXECUTED BY
THE BANK OF NEW YORK
AS FOLLOWS:
Signed for and on its behalf by one of its duly
authorised attorneys/signatories

                                           By________________________________
                                           Duly Authorised Attorney/Signatory

                                           Name______________________________



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