Exhibit 4.6.1

                                                             Execution Version


                             Dated 19 January 2005






                           GRANITE MASTER ISSUER plc
                               as Master Issuer






                                    - and -






                             THE BANK OF NEW YORK
                                as Note Trustee









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

                               ISSUER TRUST DEED


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




                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF:30507-30040/679836


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                            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.

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                                   CONTENTS


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

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

3.    Form, Issue and Deposit of Note Certificates.........................7

4.    Covenant of Compliance..............................................10

5.    Covenants by the Master Issuer......................................10

6.    Enforcement.........................................................16

7.    Proceedings, Actions and Indemnification............................17

8.    Application of Moneys etc...........................................19

9.    Remuneration and Indemnification of Note Trustee....................20

10.   Supplement to the Trustee Acts......................................23

11.   Modification and Waiver.............................................34

12.   Entitlement to Treat holder as owner................................36

13.   Currency Indemnity..................................................37

14.   Appointment, Removal and Retirement of Note Trustee.................37

15.   Trust Indenture Act Prevails........................................39

16.   Certificates and Opinions...........................................39

17.   Rights Cumulative...................................................40

18.   Notices.............................................................40

19.   Third Party Rights..................................................41

20.   Execution in Counterparts; Severability.............................41

21.   Governing Law.......................................................41

      SCHEDULE 2..........................................................51

      SCHEDULE 3 [TERMS AND] CONDITIONS OF THE NOTES......................57

      SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS...................58



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THIS ISSUER TRUST DEED is made on 19 January, 2005

BETWEEN:

(1)   GRANITE MASTER ISSUER plc, (registered number 5250668) 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 Master Issuer; and

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

WHEREAS:

(A)   By a resolution of a duly authorised Board of Directors of the Master
      Issuer passed on 18 January, 2005 the Master Issuer resolved to
      establish a programme pursuant to which the Master Issuer may, from time
      to time, issue Issuer Notes as set out herein.

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

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

1.    Definitions

1.1   The provisions of:

(a)   the Programme Master Definitions Schedule signed for the purposes of
      identification by Sidley Austin Brown & Wood and Allen & Overy LLP on 19
      January, 2005; and

(b)   the Issuer Master Definitions Schedule signed for the purposes of
      identification by Sidley Austin Brown & Wood and Allen & Overy LLP on 19
      January, 2005,

      (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 Programme Master Definitions
      Schedule.

1.2   All references in these presents:

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



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      (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 Issuer Notes, the Issuer Conditions and, unless the
            context otherwise requires, the Pricing Supplements, 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 Master Issuer shall be deemed to
            include references to proving in the winding up of the Master
            Issuer; and

      (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 a specified percentage in
      Principal Amount Outstanding of any Class of Issuer Notes, the Principal
      Amount Outstanding of any Issuer Note not denominated in Sterling shall
      be converted into Sterling at the Specified Currency Swap Rate
      applicable to such Issuer Note.

1.6   "outstanding" means, in relation to any Series and Class of Issuer
      Notes, all the Issuer Notes of such Series and Class 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 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 Issuer Paying Agent and Agent Bank Agreement



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            (and, where 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 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 Issuer
            Notes outstanding and without prejudice to the status for any
            other purpose of the relevant 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),
                  an Extraordinary Resolution in writing as envisaged by part
                  (b) of the definition of Extraordinary Resolution and any
                  direction or request by the holders of Issuer Notes;

            (ii)  the determination of how many and which 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 Issuer Notes (if any) which are for the time being held by,
            or for the benefit of, the Master Issuer, any subsidiary or
            affiliate thereof, any holding company of the Master Issuer or any
            other subsidiary or affiliate of any such holding company shall
            (unless and until ceasing to be so held) be deemed not to remain
            outstanding.

2. Covenant to Repay etc.

2.1   The Issuer Notes: The Issuer Notes will be issued in Series in an
      aggregate nominal amount from time to time outstanding not exceeding the
      Programme Limit from time to time and for the purpose of determining
      such aggregate nominal amount, clause 3 of the Programme Agreement shall
      apply. Each Series will comprise one or more Class A Notes, Class B
      Notes, Class M Notes, Class C Notes and Class D Notes issued on a single
      issue date.



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      Each Series of Issuer Notes issued by the Master Issuer shall be
      constituted by a deed or deeds supplemental to this Trust Deed (each, a
      "Supplemental Trust Deed") and will have the benefit of the Issuer
      Security created pursuant to the Issuer Deed of Charge. The Master
      Issuer shall, prior to each Series of Issuer Notes being so constituted,
      execute and deliver to the Note Trustee in respect of that Series:

            (i)   a deed supplemental to this Deed (if applicable, duly
                  stamped or denoted and in such form as the Note Trustee may
                  in its absolute discretion stipulate and require) and
                  containing a covenant by the Issuer in the form mutatis
                  mutandis of Clause 2.2 of this Deed in relation to the
                  principal, premium (if any) and interest in respect of the
                  Issuer Notes in the Series and such other provisions as the
                  Note Trustee shall require; and

            (ii)  an Offering Circular (if required for the purposes of the
                  Financial Services Authority (in its capacity as competent
                  authority for the purposes of Part VI of the Financial
                  Services and Markets Act 2000).

      A memorandum of every such supplemental deed shall be endorsed by the
      Note Trustee on this Trust Deed and by the Master Issuer on its
      duplicate of this Trust Deed.

      By no later than 3.00 p.m. (London time) on the second Business Day
      preceding each proposed Closing Date, the Master Issuer shall deliver or
      cause to be delivered to the Note Trustee and the Issuer Security
      Trustee a copy of the applicable Pricing Supplement and drafts of all
      (if any) legal opinions to be given in relation to the relevant issue
      and shall notify the Note Trustee and the Issuer Security Trustee, in
      writing and without delay, of the relevant Closing Date, and the nominal
      amount, of a particular Series of Issuer Notes.

      The Master Issuer will procure that further legal opinion(s) in such
      form and with such consent as the Note Trustee may require from the
      legal advisers specified in the Programme Agreement is/are delivered to
      the Note Trustee and the Issuer Security Trustee:

      (b)   before any issue of Issuer Notes after each anniversary of this
            Trust Deed; and

      (c)   on such other occasions as the Note Trustee requires (on the basis
            that the Note Trustee considers it necessary in view of a change
            (or proposed change) in English law, materially affecting the
            Master Issuer, these presents, the [Programme Agreement], the
            Issuer Paying Agent and Agent Bank Agreement or the Issuer Deed of
            Charge, or the Note Trustee has other grounds which shall not
            include the mere lapse of time).

      Whenever such a request is made for further legal opinions in accordance
      with this Clause 2.1 with respect to any Issuer Notes to be issued, the
      receipt of such opinion(s) in a form satisfactory to the Note Trustee
      shall be a further condition precedent to the issue of those Issuer
      Notes.

2.2   Covenant to Repay: To the extent that it does not so covenant in any
      Supplemental Trust Deed in respect of any Series and Class of Issuer
      Notes constituted thereby, the



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      Master Issuer covenants with the Note Trustee that it will, in
      accordance with these presents, on the due date for the final maturity
      of any Series and Class of Issuer Notes, or on such earlier date as the
      same or any part thereof may become due and repayable thereunder, in
      accordance with the Issuer Conditions, pay or procure to be paid
      unconditionally to or to the order of the Note Trustee in the Specified
      Currency, in immediately available funds or same day funds, as
      applicable, the principal amount of such Series and Class of Issuer
      Notes, repayable on that date. Except in the case of Zero Coupon Notes,
      the Master Issuer 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
      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 such Series and
      Class of Issuer Notes, at rates and/or in amounts set out in or (as the
      case may be) calculated from time to time in accordance with, or
      specified in, and on the dates provided for in the Issuer Conditions
      (subject to Clause 2.6 below), provided that;

      (a)   every payment of principal or interest in respect of any Series
            and Class of Issuer Notes, made to or to the account of the
            Principal Paying Agent in the manner provided in the Issuer Paying
            Agent and Agent Bank Agreement, shall satisfy the obligations of
            the Master Issuer under this Clause 2.2 (Covenant to Repay), in
            respect of such Series and Class of Issuer Notes except to the
            extent that there is default in the subsequent payment thereof to
            the Noteholders in accordance with the Issuer Conditions;

      (b)   if any payment of principal in respect of any Series and Class of
            Issuer Notes is made after the due date, interest shall continue
            to accrue on the principal amount of such Issuer Notes (except in
            the case of Zero Coupon Notes to which the provisions of Condition
            5(G) (Redemption Amounts) shall apply) (both before and after any
            judgment or other order of a court of competent jurisdiction) at
            the rates aforesaid up to and including the date which the Note
            Trustee determines to be the date on and after which payment is to
            be made in respect thereof as stated in a notice given to the
            holders of such Issuer Notes (such date to be not later than 30
            days after the day on which the whole of such principal amount,
            together with an amount equal to the interest which has accrued
            and is to accrue pursuant to this proviso up to and including that
            date, has been received by the Note Trustee or the Principal
            Paying Agent);

      (c)   in any case where payment of the whole or any part of the
            principal amount of any Issuer Note is improperly withheld or
            refused upon due presentation thereof (if so provided in the
            Issuer Paying Agent and Agent Bank Agreement), interest shall
            accrue on the whole, or such part of such principal amount of such
            Issuer Note (except in the case of Zero Coupon Notes to which the
            provisions of Condition 5(G) (Redemption Amounts) shall apply)
            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, upon
            further presentation of the relevant Issuer Note, such principal
            amount due (including interest as aforesaid) is paid to the
            Noteholders or (if earlier) the seventh day after notice is given
            to the Noteholders in accordance



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            with the 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 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 any
            Series and Class of Issuer Notes, on or after the respective due
            dates expressed for such 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 Master Issuer shall pay Additional
            Interest in accordance with Condition 4(E)(Deferred Interest).

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
      Potential Note Event of Default or a Note Event of Default in respect of
      the Issuer Notes or any of them shall have occurred (which shall not
      have been waived by the Note Trustee or remedied to its satisfaction) or
      the 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 Master Issuer, the Principal Paying
            Agent, the US Paying Agent, the other Paying Agents, the Agent
            Bank, the Transfer Agent and the Registrar require such Agents or
            any of them pursuant to the 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 Issuer Paying Agent and Agent Bank
                  Agreement mutatis mutandis (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 amount for
                  the time being held by the Note Trustee on the trusts of
                  these presents relating to the Issuer Notes which is
                  available to be applied by the Note Trustee for such
                  purpose) and thereafter to hold all Note Certificates and
                  all sums, documents and records held by them in respect of
                  Issuer Notes on behalf of the Note Trustee; and/or

            (ii)  to deliver up all Note Certificates and all sums, documents
                  and records held by them in respect of any 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 document or record which any Agent is obliged
                  not to release by any law or regulation; and/or



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

2.6   Interest following Default: The rate of interest payable in respect of
      any Series and Class of Issuer Notes which are Floating Rate Notes or
      Index Linked Interest Notes and which become immediately payable upon
      receipt by the Master Issuer of an Issuer Enforcement Notice given by
      the Note Trustee pursuant to the Issuer Conditions shall be calculated
      at the same intervals as if such Notes had not become due and payable,
      the first of which shall commence on the expiry of the Interest Period
      (as defined in the Issuer Conditions) during which such Issuer Notes
      become so repayable, in accordance with the Issuer Conditions (with
      consequential amendments as necessary) except that the rates of interest
      need not be published.

2.7   Exercise by Note 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 of any Series will be initially offered and sold
            pursuant to a Registration Statement filed with the SEC. Each
            Series and Class of 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 such US Notes.

      (b)   The Reg S Notes of any Series will be initially offered and sold
            outside the United States to non-US persons pursuant to Reg S.
            Each Series and Class 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 such Reg S Notes.

      (c)   Each US Global Note Certificate will be registered in the name of
            Cede & Co. as nominee for DTC, and be deposited with, the DTC
            Custodian and each Reg S Global Note Certificate will be
            registered in the name of Citivic Nominees Limited as nominee for,
            and will be deposited with, the Common Depositary.

      (d)   Interests in the US Global Note Certificate and the Reg S Global
            Note Certificate of the same Series and Class of any Series shall
            be exchangeable, in accordance with their respective terms and as
            set out in Clause 3.3 (Individual Note Certificates) below, for
            Individual Note Certificates for such Series and Class.



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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
      form set out in Schedule 1 (Form of Global Note Certificates) and may be
      a facsimile, which the Master 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 Issuer Notes of the
      relevant Series and Class as shall be specified therein and shall have a
      copy of the applicable Pricing Supplement attached to it and each Global
      Note Certificate shall provide that it shall represent the aggregate
      Principal Amount Outstanding of the relevant Series and Class of Issuer
      Notes from time to time endorsed on the relevant Global Note Certificate
      and that the aggregate Principal Amount Outstanding of the Issuer Notes
      represented thereby may, from time to time, be reduced or increased, as
      appropriate, to reflect exchanges, redemptions and transfers of
      interests therein in accordance with the terms of these presents and the
      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 any Series and Class of 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
      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 Master Issuer on behalf of the Master Issuer, and the
      Master Issuer shall procure that the Global Note Certificates of any
      Series of Issuer Notes shall be authenticated by or on behalf of the
      Registrar on the relevant Closing Date. The Global Note Certificates for
      such Series of Issuer Notes so executed and authenticated shall be
      binding and valid obligations of the Master Issuer, notwithstanding that
      such duly authorised person ceases to be so authorised at the time the
      Registrar authenticates the relevant Global Note Certificate. Title to
      any Series and Class of Issuer Notes shall only pass by, and upon, the
      registration in the Register in respect thereof, in accordance with the
      provisions of the Issuer Paying Agent and Agent Bank Agreement.

3.3   Individual Note Certificates: The Master Issuer shall issue Individual
      Note Certificates only if one or more of the following applies while any
      Series or Class of Issuer Notes are represented by a Global Note
      Certificate. If, at any time after the fortieth day following the later
      of the relevant Closing Date and the date of the issue of such Global
      Note Certificates:

      (a)   (i) (in the case of a US Global Note Certificates) DTC has
            notified the Master 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
            appointed by the Master Issuer within 90 days of such
            notification; or (ii) (in the case of a Reg S Global Note
            Certificate 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 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



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            by a revenue authority or a court or administration of such laws
            or regulations which becomes effective on or after the relevant
            Closing Date, the Master Issuer or any Paying Agent is or will be
            required to make any deduction or withholding from any payment in
            respect of such Issuer Notes which would not be required were such
            Issuer Notes represented by Individual Note Certificates,

      then the Master 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 Series and Class of 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 a Series
      and Class of Issuer Notes shall be exchanged by the Master Issuer for
      Reg S Individual Note Certificates for such Issuer Notes and the
      beneficial interests represented by the US Global Note Certificate
      representing a Series and Class of Issuer Notes shall be exchanged by
      the Master Issuer for US Individual Note Certificates for such Issuer
      Notes.

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, or substantially be in, the
      form set out in Schedule 2 (Form of Individual Note Certificates).
      Individual Note Certificates for a Series and Class of Issuer Notes will
      be: (1) in the denominations, and transferable in the units, specified
      for such Issuer Notes in the applicable Pricing Supplement, (2) serially
      numbered, and (3) endorsed with the Issuer Conditions and have a copy of
      the relevant Pricing Supplement annexed to them and a form of transfer
      in the form, or substantially in the form, also set out in Schedule 2
      (Form 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
      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
      Master Issuer and the Master 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 Master
      Issuer notwithstanding that such duly authorised person ceases to be so
      authorised at the time the Registrar authenticates the relevant
      Individual Note Certificate.

3.5   Indemnity: If the Master 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 Master 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 the relevant Noteholders in respect of the 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 Master Issuer
      discharges its obligations under this indemnity, the breach by the
      Master Issuer of the provisions of Clause 3.4 (Form of Individual Note
      Certificates) shall be deemed to be cured ab initio.



                                      9
<PAGE>

4.    Covenant of Compliance

4.1   Covenant: The Master Issuer covenants with the Note Trustee that it will
      comply with and perform and observe all the provisions of these
      presents, the Issuer Deed of Charge, the Issuer Paying Agent and Agent
      Bank Agreement, any documents executed pursuant thereto and the other
      Issuer Transaction Documents (as each such documents may be amended,
      varied, supplemented or updated from time to time). The Issuer
      Conditions shall be binding on the Master Issuer, the Noteholders, the
      Note Trustee and all persons claiming through or under any of them. Each
      Series and Class of Issuer Notes will be subject to the provisions of
      these presents, all of which shall be binding on the Master 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 Master Issuer

      The Master Issuer hereby covenants with the Note Trustee that, so long
      as any of the Issuer Notes of any Series 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 Master 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 Master 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 Issuer Notes of any Series 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 the
            procurement by the Master Issuer of all such certificates called
            for by the Note Trustee pursuant to these presents or for the
            purpose of the discharge or exercise of the duties, trusts,
            powers, authorities and any discretion 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



                                      10
<PAGE>

            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 Master 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 Master 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 Potential Note of 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 Master Issuer has complied with all
            its obligations contained in these presents and each of the 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
            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
            Issuer Conditions and, for so long as the 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 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 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 Issuer Conditions;

      (j)   Notification of Non-Payment: procure that any Paying Agent notify
            the Note Trustee forthwith in the event that (i) such Paying Agent
            does not, on or before any Payment Date or due date, as the case
            may be, for any payment in respect of any of the Issuer Notes,
            receive unconditionally pursuant to the 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 Issuer Notes, or (ii) there are insufficient
            funds in the applicable currency available to the relevant Paying
            Agent to discharge the



                                      11
<PAGE>

            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 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
            Issuer Conditions that such payment has been made;

      (l)   Listing and Admission to Trading: use reasonable endeavours to
            maintain the listing of the 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 Issuer Notes on such other
            stock exchange or exchanges or securities market or markets as the
            Master Issuer may decide (with the prior written approval of the
            Note Trustee) and shall also upon obtaining a quotation or listing
            of the 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 Issuer Paying Agent and
            Agent Bank Agreement, give notice to the Noteholders in accordance
            with the Issuer Conditions of any appointment, resignation or
            removal of any Agent Bank, Paying Agent, Transfer Agent or
            Registrar (other than the appointment of the initial Agent Bank,
            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 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 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,
            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;

      (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 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



                                      12
<PAGE>

            Paying Agents or otherwise such documents as may be required by
            the Noteholders in connection with Meetings (as defined in
            Schedule 4);

      (p)   Compliance with 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 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 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 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 Master Issuer in making any such
            payment;

      (q)   Compliance with Issuer Transaction Documents: observe and comply
            with its obligations and use its reasonable endeavours to procure
            that each other party to any of the Issuer Transaction Documents
            complies with and performs all its respective obligations under
            any 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 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 any Loan Tranche is
            given under Clause 9 (Prepayment) of the Global Intercompany Loan
            Agreement, the Issuer shall exercise its right to redeem the
            related Series and Class of Issuer Notes on the same Payment Date
            under Condition 5(D) (Optional Redemption in Full), Condition 5(E)
            (Optional Redemption for Tax and other Reasons) or, as applicable,
            Condition 5(F) (Optional Redemption for Implementation of Capital
            Requirements Directive);

      (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 Issuer Notes pursuant to Condition 5[(D)] (Optional
            Redemption in Full), 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



                                      13
<PAGE>

            Condition 5(E) (Optional Redemption for Tax and other Reasons) or,
            as applicable, Condition 5(F) (Optional Redemption for
            Implementation of Capital Requirements Directive);

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

      (w)   Maintenance of Issuer Cash Manager: ensure that there is at all
            times a cash manager appointed in accordance with the provisions
            of the 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 Issuer Notes by the Master 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 Master Issuer,
            including Funding 2, will not) take any position that would
            contradict the treatment of the Issuer Notes as indebtedness for
            United States federal income tax purposes;

      (z)   Issuer Pre-Enforcement Priority of Payments: prior to any
            enforcement of the security created under the Issuer Deed of
            Charge, ensure that amounts standing to the credit of the Issuer
            Transaction Account on a Monthly Payment Date will be applied by
            the Master Issuer in or towards satisfaction of such of the
            obligations set out in the Issuer Pre-Enforcement Revenue Priority
            of Payments or the Issuer Pre-Enforcement Principal Priority of
            Payments, as applicable, 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



                                      14
<PAGE>

            priority which are also due and payable or, where relevant, are
            likely to fall due at that time or prior to the next succeeding
            Monthly 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 Issuer Paying Agent and
            Agent Bank Agreement and the other 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 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 Master
            Issuer, the Master 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 Issuer Notes by the Rating Agencies);

      (cc)  Calculations: procure that there are done on its behalf, all
            calculations required pursuant to the 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 31 [o] March and 30 [o] of each year, commencing
            31 [o], and at such other times as the Note Trustee may request in
            writing, all information in the possession or control of the
            Master 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;

      (ff)  Officers' Certificates and Opinions of Counsel; Statements to be
            Contained Therein: upon any application, demand or request by the
            Master Issuer to the Note Trustee to take any action under any of
            the provisions of these presents (other than the issuance of
            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



                                      15
<PAGE>

            the opinion of such counsel, appropriate steps have been taken to
            protect the security interests of the Issuer Security Trustee in
            the Issuer Charged Property under the 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
            Master 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 2005, 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 Issuer Charged
            Property under the 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 Master
            Issuer, together with certified specimen signatures of the same;
            and

      (ii)  Issuer Notes: in order to enable the Note Trustee to ascertain the
            number and amount of Issuer Notes of any Series and Class 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 directors of the Master Issuer setting out the total number
            and the principal amount of such Issuer Notes, if any, which are
            at the date of such certificate beneficially held by, or for the
            benefit of, or on behalf of, the Master Issuer, any of its
            subsidiaries or affiliates, any holding company of the Master
            Issuer or any other subsidiary or affiliate of any such holding
            company.

6.    Enforcement

6.1   Proceedings: 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 Master Issuer or any other person as it may
      think fit to enforce the obligations of the Master Issuer under these
      presents and/or any of the other Issuer Transaction Documents to which
      the Master Issuer is a party but it shall not be bound to take such
      action save as provided in Clause 7 (Proceedings, Actions and
      Indemnification).

6.2   Instruction of Issuer Security Trustee: The Note Trustee may, at its
      discretion and without notice, and subject to the provisions of the
      Issuer Deed of Charge:

      (a)   direct the Issuer Security Trustee in the exercise of certain
            other of the Issuer Security Trustee's rights, benefits, powers,
            trusts, authorities and discretions under the Transaction
            Documents; and

      (b)   at any time after the Issuer Security has become enforceable,
            instruct the Issuer Security Trustee to take such steps as it may
            think fit to enforce the Issuer Security,



                                      16
<PAGE>

      but it shall not be bound to give such directions or instructions save
      as provided in Clause 7 (Proceedings, Actions and Indemnification). The
      Noteholders shall (subject to Clause 7.1) have the exclusive right,
      power and authority to direct the Note Trustee to direct the Issuer
      Security Trustee to (i) enforce the issuer Security and/or (ii) direct
      the Funding 2 Security Trustee to enforce the Funding 2 Security, in
      each case when such security has become enforceable.

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

6.4   Evidence of Default: Unless the contrary be proved, proof that as
      regards any specified Issuer Note the Master Issuer has made default in
      paying any amount due in respect of such Issuer Note shall be sufficient
      evidence that the Master Issuer has made the like default as regards all
      other Issuer Notes in respect of which the corresponding amount is then
      due and payable in accordance with the Issuer Conditions and the
      provisions of the applicable Pricing Supplement to such Issuer Note and
      for the purposes of this Clause 6.4 (Evidence of Default) an amount
      shall be a corresponding amount notwithstanding that it is due in
      respect of an Issuer Note of a different denomination from that in
      respect of the above specified 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 Master
      Issuer, its creditors or its property.

7.    Proceedings, Actions and Indemnification

7.1   Note Trustee not bound to act: The Note Trustee shall not be bound:

      (a)   to take any action under this Deed or any other Issuer Transaction
            Document (including taking any steps or proceedings mentioned in
            Clause 6.1 (Proceedings), instructing the Issuer Security Trustee
            under Clause 6.2 (Instruction of Issuer Security Trustee) or
            exercising any powers under Clause 6.3 (Exercise of Powers))
            unless:

            (i)   it shall have been so directed by an Extraordinary
                  Resolution (any such resolution in respect of enforcement
                  action under Condition 9 or Condition 10 being a Programme
                  Resolution) of the Class A Noteholders, the Class B
                  Noteholders, the Class M Noteholders, the Class C
                  Noteholders or the Class D Noteholders as appropriate; or

            (ii)  it shall have been so requested in writing by the holders of
                  at least one quarter in aggregate Principal Amount
                  Outstanding of the Class A Notes of all Series, the Class B
                  Notes all of Series, the Class M Notes of all Series, the
                  Class C Notes of all Series or the Class D Notes of all
                  Series then outstanding, and



                                      17
<PAGE>

                  in either case it shall have been indemnified and/or secured
                  to its satisfaction against all Liabilities to which it may
                  thereby become liable or which may be incurred by it in
                  connection therewith, provided that:

                  (A)   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;

                  (B)   the Note Trustee shall not, and shall not be bound to,
                        act at the direction of the Class B Noteholders as
                        aforesaid unless either to do so would not in its
                        opinion be materially prejudicial to the interests of
                        the Class A Noteholders or such action is sanctioned
                        by an Extraordinary Resolution of the Class A
                        Noteholders; or

                  (C)   the Note Trustee shall not, and shall not be bound to,
                        act at the direction of the Class M Noteholders as
                        aforesaid unless:

                        (i)   either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class A Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class A
                              Noteholders; and

                        (ii)  either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class B Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class B
                              Noteholders;

                  (D)   the Note Trustee shall not, and shall not be bound to,
                        act at the direction of the Class C Noteholders as
                        aforesaid unless:

                        (i)   either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class A Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class A
                              Noteholders;

                        (ii)  either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class B Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class B
                              Noteholders; and

                        (iii) either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class M Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class M
                              Noteholders.

                  (E)   shall not, and shall not be bound to, act at the
                        direction of the Class D Noteholders as aforesaid
                        unless:

                        (i)   either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class A Noteholders or



                                      18
<PAGE>

                              such action is sanctioned by an Extraordinary
                              Resolution of the Class A Noteholders;

                        (ii)  either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class B Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class B
                              Noteholders;

                        (iii) either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class M Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class M
                              Noteholders; and

                        (iv)  either to do so would not in its opinion be
                              materially prejudicial to the interests of the
                              Class C Noteholders or such action is sanctioned
                              by an Extraordinary Resolution of the Class C
                              Noteholders.

7.2   Only Note Trustee to Enforce: Only the Note Trustee may enforce the
      provisions of these presents. No Noteholder shall be entitled to proceed
      directly against the 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 Issuer Conditions, no Class B Noteholder, no Class M
      Noteholder, no Class C Noteholder and no Class D Noteholder, in each
      case, of any Series, shall be entitled to take proceedings for the
      winding up or administration of the Issuer unless there are no
      outstanding Issuer Notes (of that Series or of any other Series) of a
      class with higher priority, or if Issuer Notes of a class with higher
      priority are outstanding, there is consent of Noteholders of not less
      than one quarter of the aggregate principal amount of the Issuer Notes
      outstanding of the class or classes of 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 Issuer Notes on or after the due date for payment of
      such principal or interest in accordance with the 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 Issuer
      shall notify to the relevant Noteholders in accordance with the Issuer
      Conditions.

8. Application of Moneys etc.

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



                                      19
<PAGE>

8.2   Investment of Moneys: If the amount of the moneys at any time available
      for payment of principal and interest in respect of any Series and Class
      of 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 such 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 such
      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 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. If a bank or institution with
      which any monies placed on deposit in accordance with this clause is the
      Note Trustee or a subsidiary, holding or associated company of the Note
      Trustee, it need only account for an amount of interest equal to the
      amount of interest which would, at then current rates, be payable by it
      on such a deposit to an independent customer.

8.4   Payment to Noteholders: Any payment to be made in respect of any Series
      and Class of Issuer Notes by the Issuer or the Note Trustee may be made
      in the manner provided in the Issuer Conditions and any payment so made
      shall be a good discharge, to the extent of such payment, to the Master
      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 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 Issuer
      Paying Agent and Agent Bank Agreement.

9.    Remuneration and Indemnification of Note Trustee

9.1   Normal Remuneration: The Master 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 Master Issuer and the Note Trustee.
      The rate of remuneration in force from time to time may upon an issue of
      a Series of Issuer Notes hereunder be increased or upon the final
      redemption of the whole of the Issuer Notes of any Series be reduced, in
      each case by such amount as shall be agreed between the Master Issuer
      and the



                                      20
<PAGE>

      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 Issuer Secured Creditors
      on each Payment Date subject to and in accordance with the relevant
      Issuer Priority of Payments. Such remuneration shall accrue from day to
      day and be payable up to and including the date when, all the 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 Potential Note
      Event of Default or a Note Event of Default or the Note Trustee
      considering it expedient or necessary or being requested by the Master
      Issuer to undertake duties which the Note Trustee and the Master 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 Master
      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 Master 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 Master 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
      Master Issuer) and the determination of any such investment bank shall
      be final and binding upon the Note Trustee and the Master Issuer.

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

      (a)   the negotiation, preparation and execution of, and the exercise of
            its powers and discretions and the performance of its duties
            under, these presents and any other Issuer Transaction Document
            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 Master Issuer under or resolving
            any doubt in respect of these presents and/or any of the other
            Issuer Transaction Documents.



                                      21
<PAGE>

9.5   Indemnity: The Master Issuer shall indemnify the Note Trustee in respect
      of all Liabilities to which it (or any person appointed by it to whom
      any trust, power, authority or discretion may be delegated by it in the
      execution or purported execution of the trusts, powers, authorities or
      any discretion vested in it by or pursuant to these presents and any of
      the other 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 any discretion 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 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 Master 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 Luxembourg, Belgium, 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 Issuer
            Transaction Document to which the Note Trustee is a party;

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

      (c)   the initial delivery of the Note Certificates representing the
            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 Issuer Secured
            Creditor) where permitted under these presents so to do) shall
            take any proceedings against the Master 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 Master Issuer will
            pay (or reimburse the person making payment of) such stamp duties
            or other duties or taxes (including penalties).

9.7   VAT: The Master 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 Master 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
      of 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.



                                      22
<PAGE>

9.9   Payment: Notwithstanding the other provisions of this Deed, any amount
      owing by the Master Issuer pursuant to this Clause 9 (Remuneration and
      Indemnification of Note Trustee) shall only be payable by the Master
      Issuer subject to and in accordance with the applicable 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 and Class of Issuer
      Notes any Liabilities incurred under these presents have been incurred
      or to allocate such costs, charges, expenses or liabilities between two
      or more Series and Classes of 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 Acts: The Note Trustee shall have all the powers conferred upon
      trustees by the Trustee Acts and by way of supplement thereto it is
      expressly declared as set out in the remaining provisions of this Clause
      10 (Supplement to Trustee Acts) (which provisions, except as expressly
      provided therein, shall be in lieu of the provisions contained in
      Section 315(a) of the Trust Indenture Act).

10.2  Reliance on Information:

      (a)   The Note Trustee may in relation to these presents or the Issuer
            Transaction Documents act and rely upon the opinion or advice of,
            or a certificate or a report or any information (whether addressed
            to the Note Trustee or not) 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 Master Issuer, the Note Trustee or
            otherwise, whether or not any of the aforesaid or any engagement
            letter or other document entered into by the Note Trustee and the
            relevant person in connection therewith contains any monetary or
            other limit on the liability of the relevant person and the Note
            Trustee shall not be responsible for any loss occasioned by so
            acting or relying on. Any such opinion, advice, certificate or
            information may be sent or obtained by letter, facsimile
            reproduction or in any other form and the Note Trustee shall not
            be liable for acting in good faith on any opinion, advice,
            certificate or information purporting to be so conveyed although
            the same shall contain some error or shall not be authentic.

      (b)   The Note Trustee may call for and shall be entitled to rely upon a
            certificate, reasonably believed by it to be genuine, of the
            Master Issuer or any other person in respect of every matter and
            circumstance for which a certificate is expressly provided for
            under these presents or any other 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



                                      23
<PAGE>

            call for further evidence or be responsible for any Liability or
            inconvenience that may be caused by it failing to do so.

10.3  Powers and Duties:

      (a)   The Note Trustee shall not have any responsibility for, or have
            any duty to, make any investigation in respect of, or in any way
            be liable whatsoever for, the nature, status, creditworthiness or
            solvency of the Master Issuer. Each Noteholder and each other
            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
            Master Issuer and the Note Trustee shall not at any time have any
            responsibility for the same and each Noteholder and each other
            Issuer Secured Creditor 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 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 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 Master Issuer may have to the Issuer
            Charged Property or as Funding 2 may have to the Funding 2 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 Master Issuer to the Issuer Charged
            Property or of Funding 2 to the Funding 2 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 a Funding 2 Intercompany
            Loan Event of Default under the Global 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 Issuer
            Transaction Document relating to the 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.



                                      24
<PAGE>

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

      (g)   The Note Trustee shall be under no obligation to monitor or
            supervise and shall not have any duty to make any investigation in
            respect of or in any way be liable whatsoever for the performance
            or observance by the Master Issuer or any other person of the
            provisions of these presents or any other 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 Issuer
            Charged Property or any Issuer Transaction Document.

      (i)   The Note Trustee shall have no responsibility whatsoever to any
            Issuer Secured Creditor as regards any deficiency which might
            arise because the Note Trustee is subject to any Tax in respect of
            the 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 Issuer
            Secured Creditor.

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

      (m)   The Note Trustee shall not be responsible for the receipt or
            application by the Master Issuer of the proceeds of the 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 other
            Issuer Transaction Document and the Note Trustee shall not be
            responsible for any loss, liability, expense, demand, cost, claim
            or



                                      25
<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 Issuer Transaction Document) as
            regards all rights, powers, authorities and any discretion vested
            in it by these presents or any other 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 Liabilities 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 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 Issuer Secured Creditors.

      (q)   In connection with the exercise by it of any of its trusts,
            powers, authorities and any discretion under these presents or any
            of the other Issuer Transaction Documents (including without
            limitation any power to authorise any amendment or to waive any
            breach or to make any determination) the Note Trustee shall except
            where expressly provided otherwise, always have regard to all the
            Noteholders equally, 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 of any
                  Series and Class of Issuer Notes 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 Master 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:

                  (A)   for so long as there are Class A Notes outstanding (of
                        any Series), if in the opinion of the Note Trustee
                        there is a conflict between the interests of the Class
                        A Noteholders, on the one hand and the interests of
                        the Class B Noteholders, the Class M Noteholders, the
                        Class C Noteholders and/or the Class D



                                      26
<PAGE>

                        Noteholders (in each case, of that Series or of any
                        other Series) on the other hand, the Note Trustee
                        shall have regard only to the interests of the Class A
                        Noteholders;

                  (B)   subject to sub-clause (A) above and for so long as
                        there are Class B Notes outstanding (of any Series),
                        if in the opinion of the Note Trustee there is a
                        conflict between the interests of the Class B
                        Noteholders on the one hand and the interests of the
                        Class M Noteholders, the Class C Noteholders and/or
                        the Class D Noteholders (in each case, of that Series
                        or of any other Series) on the other hand, the Note
                        Trustee shall have regard only to the interests of the
                        Class B Noteholders; and

                  (C)   subject to sub-clauses (A) and (B) above and for so
                        long as there are Class M Notes outstanding (of any
                        Series), if in the opinion of the Note Trustee there
                        is a conflict between the interests of the Class M
                        Noteholders on the one hand and the interests of the
                        Class C Noteholders and/or the Class D Noteholders (in
                        each case of that Series or of any other Series) on
                        the other hand, the Note Trustee shall have regard
                        only to the interests of the Class M Noteholders; or

                  (D)   subject to sub-clauses (A), (B) and (C) above and for
                        so long as there are Class C Notes outstanding (of any
                        Series), if in the opinion of the Note Trustee there
                        is a conflict between the interests of the Class C
                        Noteholders on the one hand and the interests of the
                        Class D Noteholders (in each case of that Series or of
                        any other Series) on the other hand, the Note Trustee
                        shall have regard only to the interests of the Class C
                        Noteholders

                  but so that this proviso (ii) shall not apply in the case of
                  powers, authorities or any discretion 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
                  Issuer Secured Creditor or any other person.

      (r)   The Note Trustee may determine whether or not a default in the
            performance by the Master Issuer of any obligation under the
            provisions of this Deed or any other Issuer Transaction Document
            or (by directing the Issuer Security Trustee) a default in the
            performance by Funding 2 of any obligation under the Global
            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 Master
            Issuer, the Noteholders and the other Issuer Secured Creditors.



                                      27
<PAGE>

      (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)   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 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 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.

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

      (v)   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 Liability 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.

      (w)   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



                                      28
<PAGE>

            mentioned and date so specified shall be binding on the Issuer
            Secured Creditors.

      (x)   Any consent given by the Note Trustee for the purposes of these
            presents or any of the other 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. The Note
            Trustee may give any consent or approval, exercise any power,
            authority or discretion or take any similar action (whether or not
            such consent, approval, power, authority, discretion or action is
            specifically referred to in this Deed) if it is satisfied that the
            interests of the Noteholders will not be materially prejudiced
            thereby. For the avoidance of doubt, the Note Trustee shall not
            have any duty to the Noteholders in relation to such matters other
            than that which is contained in the preceding sentence.

      (y)   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.

      (z)   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 of any Series and Class of Issuer Notes
            or any other person any information made available to the Note
            Trustee by the Master Issuer or any other person in connection
            with the trusts of these presents or any other 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 Issuer
            Transaction Documents or considering the basis upon which the
            approvals or consents are granted by any of the parties under the
            Issuer Transaction Documents.

      (aa)  Notwithstanding anything else in these presents, the Issuer Notes
            or any other 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.

      (bb)  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 Series
            and Class of Issuer Notes in respect whereof minutes have been
            made and signed or any direction or request of Noteholders 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 or any direction or request) it was
            not signed by the requisite number of Noteholders or that for any
            reason the resolution, direction or request was not valid or
            binding upon such Noteholders.



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<PAGE>

      (cc)  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
            Master Issuer or required to be certified by the Master Issuer
            under the Issuer Conditions, a certificate signed by two directors
            of the Master 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.

      (dd)  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.

      (ee)  The Note Trustee shall not be liable to the Master 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.

      (ff)  The Note Trustee, in determining whether the exercise by it of any
            power, right, trust, authority, duty or discretion under or in
            relation to these presents or any of the other Issuer Transaction
            Documents:

            (i)   will not be materially prejudicial to the interests of the
                  Class A Noteholders of any Series of Issuer Notes will have
                  regard (if issued) to confirmations from each of the Rating
                  Agencies that the then current rating by it of the Class A
                  Notes of such Series of Issuer Notes would not be reduced,
                  withdrawn or qualified by such exercise;

            (ii)  will not be materially prejudicial to the interests of the
                  Class B Noteholders of any Series of Issuer Notes will have
                  regard (if issued) to confirmations from each of the Rating
                  Agencies that the then current rating by it of the Class B
                  Notes of such Series of Issuer Notes would not be reduced,
                  withdrawn or qualified by such exercise;

            (iii) will not be materially prejudicial to the interests of the
                  Class M Noteholders of any Series of Issuer Notes will have
                  regard (if issued) to confirmations from each of the Rating
                  Agencies that the then current rating by it of the Class M
                  Notes of such Series of Issuer Notes would not be reduced,
                  withdrawn or qualified by such exercise;

            (iv)  will not be materially prejudicial to the interests of Class
                  C Noteholders of any Series of Issuer Notes will have regard
                  (if issued) to confirmations from each of the Rating
                  Agencies that the then current rating by it of the Class C
                  Notes of such Series of Issuer Notes will not be reduced,
                  withdrawn or qualified by such exercise; and

            (v)   will not be materially prejudicial to the interests of the
                  of Class D Noteholders of any Series of Issuer Notes will
                  have regard (if issued) to confirmations from each of the
                  Rating Agencies that the then current rating by it of the
                  Class D Notes of such Series of Issuer Notes will not be
                  reduced, withdrawn or qualified by such exercise.



                                      30
<PAGE>

                  In each case, the Note Trustee will also have regard to any
                  other confirmation or information which it considers, in its
                  sole discretion, is appropriate.

            (gg)  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
                  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.

            (hh)  If required by Section 313(a) of the Trust Indenture Act,
                  within 60 days after 31st December of any year and
                  commencing 31 December 2005, 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).

            (ii)  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 Master Issuer as the obligor of the
                  Issuer Notes.

            (jj)  Subject to Clause 10.8, 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.

            (kk)  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 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 (subject to Clause
                  10.2(aa)) Noteholders upon reasonable notice, to inspect
                  such reports, information, documents, Officers' Certificates
                  and Opinions of Counsel.

            (ll)  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.



                                      31
<PAGE>

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

            (nn)  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 Master Issuer) that no
                  Issuer Notes are for the time being held by or for the
                  benefit of the Master Issuer, or any subsidiary or affiliate
                  thereof, or any holding company of the Master Issuer or any
                  other subsidiary or affiliate of any such holding company.

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

            (pp)  Without prejudice to the provisions of any Issuer
                  Transaction Documents relating to insurance, the Note
                  Trustee shall not be under any obligation to insure any of
                  the Issuer Charged Property or the Funding 2 Charged
                  Property or any deeds or documents of title or other
                  evidence in respect of the Issuer Charged Property or the
                  Funding 2 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.

            (qq)  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 Master Issuer or to any other
                  party to the Issuer Transaction Documents of a certificate
                  as to material prejudice pursuant to the Issuer Conditions
                  or any Issuer Transaction Documents on the basis of an
                  opinion formed by it in good faith.

            (rr)  Any corporation into which the Note Trustee shall be merged
                  or with which it shall be consolidated or any company
                  resulting from any such merger or consolidation shall be a
                  party hereto and shall be the Note Trustee under this Deed
                  without executing or filing any paper or document or any
                  further act on the part of the parties thereto.

10.4  No Financial Liability: Notwithstanding any other provision of these
      presents or of any other 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 Issuer Transaction Document (including,
      without limitation, forming any opinion or employing any legal,
      financial or other adviser), if it shall believe that repayment of such
      funds or adequate indemnity against such risk or liability is not
      assured to it. The Note Trustee shall not be responsible for exercising
      the rights of any of the parties under the Issuer Transaction Documents
      or considering the basis upon which the approvals or consents are
      granted by any of the parties under the Issuer Transaction Documents.

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



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<PAGE>

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

      (b)   ascertaining whether a default has occurred under the terms of any
            of the 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 Issuer Notes: The Note Trustee shall have no
            responsibility for the maintenance of any rating of the 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 Liability directly or indirectly suffered or incurred
      by the Master 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 Master 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 Note Event of Default or Potential Note
      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 Note Event of Default or Potential Note Event of
      Default has happened and that the Master Issuer is observing and
      performing all the obligations on its part under the Issuer Notes and
      these presents and no event has happened as a consequence of which any
      Issuer Notes may become repayable.

10.9  Assumption of no Intercompany Loan Default: The Note Trustee shall not
      be bound to ascertain whether any Funding 2 Intercompany Loan Event of
      Default or Potential Funding 2 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
      Funding 2 Intercompany Loan Event of Default or Potential Funding 2
      Intercompany Loan Event of Default has happened and that Funding 2 is
      observing and performing all the obligations on its part;

10.10 Commercial Transactions: The Note Trustee shall not, and no director,
      officer or employee of any corporation being a Note Trustee hereof shall
      by reason of the fiduciary position of the Note Trustee be in any way
      precluded from making any commercial contracts or entering into any
      commercial transactions with any party to the 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 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 Issuer Transaction
      Documents or any contract of banking or insurance of any party to the
      Issuer Transaction Documents and neither the Note Trustee nor any such
      director, officer or employee shall be



                                      33
<PAGE>

      accountable to any Noteholder or to any party to the 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 any discretion, 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 gross negligence, wilful
      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
      the Noteholders, at any time and from time to time, concur with the
      Master Issuer in making any modification (i) to these presents or any of
      the other 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 holders of any Series and Class of
      Issuer Note; or (ii) to these presents, the Issuer Notes or any of the
      other 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 error established as such to the
      satisfaction of the Note Trustee or to comply with the mandatory
      provisions of law; or (iii) by directing the Issuer Security Trustee
      pursuant to the Issuer Deed of Charge, to any of the Issuer Transaction
      Documents which it may be necessary to make or which are required by the
      Rating Agencies in respect of any other Funding 2 Issuer or any other
      person who has executed an Accession Undertaking pursuant to Clause 2.11
      (New Intercompany Loans) of the Funding 2 Deed of Charge or Clause 2.11
      (Accession of New Secured Creditors) of the Issuer Deed of Charge. 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 Master Issuer to the Noteholders and the Rating
      Agencies in accordance with the Issuer Conditions as soon as practicable
      thereafter. So long as any of the Issuer Notes are rated by the Rating
      Agencies, the Master Issuer shall notify the Rating Agencies in writing
      as soon as reasonably practicable thereafter of any modification to the
      provisions of these presents, the Issuer Notes or any of the other
      Issuer Transaction Documents. The Note Trustee may also agree, without
      the consent of the Noteholders,



                                      34
<PAGE>

      to a change of the laws governing the Issuer Notes and/or the 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 Issuer Notes or
      in any other Issuer Transaction Document, the Note Trustee may from time
      to time and at any time without the consent or sanction of the
      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 Noteholders of any Series and Class of Issuer Notes
      shall not be materially prejudiced thereby, waive or authorise any
      breach or proposed breach by the Master Issuer or any other party
      thereto of any of the covenants or provisions contained in these
      presents or in any of the other Issuer Transaction Documents or
      determine that any Note Event of Default in respect of a Series and
      Class of Issuer Notes shall not be treated as such for the purposes of
      these presents and the 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 one quarter in aggregate principal amount of the relevant Class of
      Issuer Notes then outstanding, in accordance with the 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 Master Issuer to
      the Noteholders in accordance with the 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 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 a Series and Class of Issuer Notes 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 such Issuer Notes of such Series and Class to be
      passed by means of a Meeting. In accordance with the general provision
      contained herein:

      (a)   no Extraordinary Resolution of the Noteholders of any one or more
            Series of Class A Notes to sanction a modification of, or any
            waiver or authorisation of any breach, or proposed breach of, any
            of the provisions of the Issuer Transaction Documents or the
            Conditions of such Notes shall take effect unless it has been
            sanctioned by an Extraordinary Resolution of the Class B
            Noteholders, an Extraordinary Resolution of the Class M
            Noteholders, an Extraordinary Resolution of the Class C
            Noteholders and an Extraordinary Resolution of the Class D
            Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            interests of the Class B Noteholders, the Class M Noteholders, the
            Class C Noteholders and the Class D Noteholders of each Series.



                                      35
<PAGE>

      (b)   after the Class A Notes have been fully redeemed, no Extraordinary
            Resolution of the Noteholders of any one or more Series of Class B
            Notes to sanction a modification of, or any waiver or
            authorisation of any breach, or proposed breach of, any of the
            provisions of the Issuer Transaction Documents or the Conditions
            of such Notes shall take effect unless it has been sanctioned by
            an Extraordinary Resolution of the Class M Noteholders, an
            Extraordinary Resolution of the Class C Noteholders and an
            Extraordinary Resolution of the Class D Noteholders, in each case
            of each Series, or the Note Trustee is of the opinion that it
            would not be materially prejudicial to the interests of the Class
            M Noteholders, the Class C Noteholders and the Class D Noteholders
            of each Series.

      (c)   after the Class A Notes and Class B Notes have been fully
            redeemed, no Extraordinary Resolution of the Noteholders of any
            one or more Series of Class M Notes to sanction a modification of,
            or any waiver or authorisation of any breach, or proposed breach
            of, any of the provisions of the Issuer Transaction Documents or
            the Conditions of such Notes shall take effect unless it has been
            sanctioned by an Extraordinary Resolution of the Class C
            Noteholders and an Extraordinary Resolution of the Class D
            Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            interests of the Class C Noteholders and the Class D Noteholders
            of each Series.

      (d)   after the Class A Notes, Class B Notes and Class M Notes have been
            fully redeemed, no Extraordinary Resolution of the Noteholders of
            any one or more Series of Class C Notes to sanction a modification
            of, or any waiver or authorisation of any breach, or proposed
            breach of, any of the provisions of the Issuer Transaction
            Documents or the Conditions of such Notes shall take effect unless
            it has been sanctioned by an Extraordinary Resolution of the Class
            D Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            interests of the Class D Noteholders of each Series., such
            Extraordinary Resolution must also be ratified by the Noteholders
            of the 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 Master 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 the Issuer Notes
      represented by such Note Certificate, for all purposes (whether or not
      such 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 Master 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 Issuer Note.



                                      36
<PAGE>

13.   Currency Indemnity

13.1  Currency and Indemnity: The sole currency of account and payment (the
      "Contractual Currency") for all sums payable by the Master Issuer under
      or in connection with these presents, the Issuer Notes and the other
      Issuer Secured Obligations including damages is (a) in relation to any
      Series and Class of Issuer Notes, the currency in which such Series and
      Class of 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 Master Issuer or otherwise), by the Note Trustee or
      any Noteholder or other Issuer Secured Creditors in respect of any sum
      expressed to be due to it from the Master Issuer will only discharge the
      Master 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 Issuer Notes, or the other
      Issuer Transaction Documents the Master Issuer will indemnify the
      recipient against any loss sustained by it as a result. In any event,
      the Master 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 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 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 Issuer Notes, any other
      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 Issuer Secured Creditors and no proof or
      evidence of any actual loss shall be required by the Master Issuer or
      its liquidator or liquidators.

14.   Appointment, Removal and Retirement of Note Trustee

14.1  Power of the Master 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 Master Issuer but such appointment or removal must be
      approved by (save to the extent otherwise provided in the Issuer
      Conditions) an Extraordinary Resolution of the Class A Noteholders, the
      Class B Noteholders, the Class M Noteholders, the Class C Noteholders
      and the Class D 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 Master Issuer to the
      Noteholders. Any new Note Trustee must meet the requirements set out in
      Clause



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<PAGE>

      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 U.S.$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
      Master 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 Master 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 the Master Issuer), the Note Trustee may (as
      attorney for the Master Issuer) upon giving prior notice to the Master
      Issuer but without the consent of the Master 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 Issuer Conditions in any jurisdiction in which any
            particular act or acts is or are to be performed; or

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

      The Master 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 Issuer Transaction Document to which the
      Note Trustee is a party) have such trusts, powers, authorities and any
      discretion (not exceeding those conferred on the Note Trustee by these
      presents or any of the other 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.



                                      38
<PAGE>

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 any discretion vested by these
      presents and any of the other 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 Master 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) if The Bank of New York is the retiring
      Note Trustee or the Note Trustee being removed, The Bank of New York, in
      its capacities as Issuer Security Trustee and Funding 2 Security Trustee
      also retires or is removed simultaneously. The Master 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 Master 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 Issuer Notes shall not be either downgraded or
      reviewed as a result of such appointment.

15.   Trust Indenture Act Prevails

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

16.   Certificates and Opinions

16.1  Evidence of Compliance as to Conditions Precedent: Upon any request or
      application by the Master Issuer to the Note Trustee to take any action
      under this Trust Deed or these presents, the Master 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



                                      39
<PAGE>

      (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.   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.

18.   Notices

18.1  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 Master Issuer, to Granite Mortgages 04-3 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,



                                      40
<PAGE>

            Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
            (facsimile number 0191 213 2203) for the attention of the Group
            Secretary;

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

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

18.2  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
      Issuer Notes. The Master Issuer and the Note Trustee shall have the
      protection of Trust Indenture Act Section 312(c).

18.3  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.

19.   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.

20.   Execution in Counterparts; Severability

20.1  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.

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

21.   Governing Law and Jurisdiction: Appropriate Forum

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

21.2  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.



                                      41
<PAGE>

21.3  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.



                                      42
<PAGE>

                                  SCHEDULE 1

                        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 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.](1)

-------------------------
(1)  Dele for U.S. Notes.


                                      43
<PAGE>



                           GRANITE MASTER ISSUER PLC
 (Incorporated with limited liability in England and Wales with
                          registered number 5250668)

                SERIES [o] CLASS [A]/[B]/[M]/[C]/[D] GLOBAL NOTE CERTIFICATE

                                 representing
         [Specified Currency and Initial Principal Amount] Series [o]
                           Class [A]/[B]/[M]/[C]/[D]
                                Notes due [o]


1.    Introduction

      This Global Note Certificate is issued in respect of the [Specified
      Currency and Initial Principal Amount] Series [o] Class
      [A]/[B]/[M]/[C]/[D] Notes due [o] (the "Notes") of Granite Master Issuer
      plc (the "Master Issuer") limited to the aggregate principal amount of

                [Initial Principal Amount - words and figures]

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2005 (as amended or supplemented from time to time,
      the "Issuer Trust Deed") between the Master Issuer and The Bank of New
      York as trustee (the trustee for the time being thereof being herein
      called the "Note Trustee") and are the subject of a paying agent and
      agent bank agreement dated [o] 2005 (as amended or supplemented from
      time to time, the "Issuer Paying Agent and Agent Bank Agreement")
      between the Master 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 Issuer Conditions (or to any particular
      numbered Condition) shall be to the Issuer Conditions (or that
      particular one of them) set out in Schedule 3 to the Issuer Trust Deed
      as supplemented and modified by the Pricing Supplement applicable to the
      Notes (the "Pricing Supplement"), attached hereto. In the event of any
      conflict between the Issuer Conditions and the information in the
      Pricing Supplement, the Pricing Supplement will prevail.

3.    Registered Holder

      This is to certify that:

                  [CITIVIC NOMINEES LTD.](2)/[CEDE & CO.](3)

-----------------------------
(2)  Delete or U.S. Notes.
(3)  Delet for Reg S Notes.



                                      44
<PAGE>

      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

                [Initial Principal Amount - words and figures]

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in this Global Note Certificate and the Issuer
      Conditions, the Master Issuer, for value received, promises to pay to
      the Holder the principal amount of this Global Note Certificate (being
      at the date hereof [Initial Principal Amount] on the Final Maturity Date
      (or on such earlier date as such principal amount may become repayable
      in accordance with the Issuer Conditions or the 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](4)/[custodian for DTC](5) of this Global Note Certificate)
      in arrear on each Payment Date at the rates determined in accordance
      with the Issuer Conditions together with such premium and other amounts
      (if any) as may be payable, all subject to and in accordance with the
      Issuer Conditions and the provisions of the 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 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](6)/[The Depository Trust Company ("DTC") has notified the
      Master 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 Master Issuer within 90 days of such notification](7)
      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 Master 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.

------------------------------
(4)  Delete for U.S. Notes
(5)  Delete for Reg S Notes
(6)  Delete for U.S. Notes
(7)  Delete for Reg S Notes


                                      45
<PAGE>

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](8)/[and/or DTC](9), 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 Issuer Conditions) of the Registrar. Such exchange shall
      be effected in accordance with the provisions of the Issuer Paying Agent
      and Agent Bank Agreement and the regulations concerning the transfer and
      registration of Notes scheduled thereto and, in particular, shall be
      effected without charge to any Holder or the Note Trustee, but against
      such indemnity as the Registrar may require in respect of any tax or
      other duty of whatsoever nature which may be levied or imposed in
      connection with such exchange. In this paragraph, "business day" means a
      day on which commercial banks are open for business in the city in which
      the Registrar has its Specified Office.

7.    Payments

      Payments of principal, premium (if any) and interest in respect of Notes
      represented by this Global Note Certificate will be made in accordance
      with the 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 Issuer
      Conditions, and, for the purposes of this Global Note Certificate, any
      reference in the 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 Master 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)

------------------------------
(8)  Delete for U.S. Notes
(9)  Delete for Reg S Notes
(10) Delete for Reg S Notes

                                      46
<PAGE>

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.   Note Trustee's Powers

      In considering the interests of Noteholders in circumstances where this
      Global Note Certificate is held on behalf of DTC, Euroclear and/or
      Clearstream, Luxembourg, the Note Trustee may, to the extent it
      considers it appropriate to do so in the circumstances, (i) have regard
      to such information as may have been made available to it by or on
      behalf of the relevant clearing system or its operator as to the
      identity of its accountholders (either individually or by way of
      category) with entitlements in respect of this Global Note Certificate
      and (ii) consider such interests on the basis that such accountholders
      were the holders of this Global Note Certificate.

13.   Definitions

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

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 English law.

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




                                      47
<PAGE>

GRANITE MASTER ISSUER plc


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

ISSUED in London, England on [o] 2005.

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




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




                                      48
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED ................................................., being the
registered holder of this Global Note Certificate, hereby transfers to ....
............................................................................
of ........................................................................
............................................................................
[Specified Currency] [amount] in principal amount of the [Specified Currency
and Initial Principal Amount] Series [o] Class [A]/[B]/[M]/[C]/[D] Notes (the
"Notes") of Granite Master Issuer plc (the "Master 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 [Specified
      Denomination].



                                      49
<PAGE>



                             [Pricing Supplement]


                                      50
<PAGE>


                                  SCHEDULE 2

[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.](11)

-----------------------------
(11)  Delete for U.S. Notes.
                                      51
<PAGE>

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

                           GRANITE MASTER ISSUER plc
   (Incorporated with limited liability in England and Wales with registered
                               number 5250668)

       SERIES [o] CLASS [A]/[B]/[M]/[C]/[D] INDIVIDUAL NOTE CERTIFICATE

                                 representing
         [Specified Currency and Initial Principal Amount] Series [o]
                          Class [A]/[B]/[M]/[C]/[D]
                                 Notes due [o]


1.    Introduction

      This Individual Note Certificate is issued in respect of the [Specified
      Currency and Initial Principal Amount] Series [o] Class
      [A]/[B]/[M]/[C]/[D] Notes due [o] (the "Notes") of Granite Master Issuer
      (the "Master Issuer") limited to the aggregate principal amount of

                [Initial Principal Amount - words and figures]

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2005 (as amended or supplemented from time to time,
      the "Issuer Trust Deed") between the Master Issuer and The Bank of New
      York as trustee (the trustee or trustees for the time being thereof
      being herein called the "Note Trustee") and are the subject of a paying
      agent and agent bank agreement dated [o] 2005 (as amended or
      supplemented from time to time, the "Issuer Paying Agent and Agent Bank
      Agreement") between the Master 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 Issuer Conditions (or to any particular
      numbered Condition) shall be to the Issuer Conditions (or that
      particular one of them) set out in Schedule 3 to the Issuer Trust Deed
      as supplemented and modified by the Pricing Supplement applicable to the
      Notes (the "Pricing Supplement"), attached hereto. In the event of any
      conflict between the Issuer Conditions and the information in the
      Pricing Supplement, the Pricing Supplement will prevail.

3.    Registered Holder

      This is to certify that

                                 [Noteholder]

                                      52
<PAGE>

      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:

                   [Specified Currency and principal amount]

4.    Promise to pay

      Subject only as provided in this Individual Note Certificate and the
      Issuer Conditions, the Master Issuer, for value received, promises to
      pay to the Holder the principal amount of this Individual Note
      Certificate (being at the date hereof [principal amount]) on the Final
      Maturity Date (or on such earlier date as such principal amount may
      become repayable in accordance with the Issuer Conditions or the Issuer
      Trust Deed) and to pay interest on the Principal Amount Outstanding of
      this Individual Note Certificate in arrears on each Payment Date at the
      rate or rates provided for in, or determined in accordance with, the
      Issuer Conditions together with such premium and other amounts (if any)
      as may be payable, all subject to and in accordance with the Issuer
      Conditions and the provisions of the 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 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 Issuer
      Conditions, and, for the purposes of this Individual Note Certificate,
      any reference in the 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. Tax Treatment

      The Master 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.](12)

8.    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.



                                      53
------------------------------
(12)  Delete for Reg S Notes

<PAGE>

9.    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.

10.   Definitions

      Terms not defined herein have the meaning ascribed to such terms in the
      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 Master Issuer has caused this Individual Note
Certificate to be signed manually or in facsimile by a person duly authorised
on its behalf.

GRANITE MASTER ISSUER plc


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

ISSUED in London, England on [o].

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



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


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<PAGE>



FORM OF TRANSFER

FOR VALUE RECEIVED ................................................., being the
registered holder of this Individual Note Certificate, hereby transfers to
............................................................................of
............................................................................
[Specified Currency] [amount] in principal amount of the [Specified Currency
and Initial Principal Amount] Series [o] Class [A]/[B]/[M]/[C]/[D] Notes (the
"Notes") of Granite Master Issuer plc (the "Master 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 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 [Specified
      Denominations].

      [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]



                                      55
<PAGE>



                             [Pricing Supplement]



                                      56
<PAGE>



                                  SCHEDULE 3
                      [TERMS AND] CONDITIONS OF THE NOTES

                               [To be inserted]


                                      57
<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, in respect of any Series and
            Class of Issuer Notes, any modification which would have the
            effect of:

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

            (ii)  altering the priority in which payments are made to
                  Noteholders pursuant to any Issuer Priority of Payments
                  (except in a manner determined by the Note Trustee not to be
                  materially prejudicial to the interests of the Noteholders
                  of such Notes);

            (iii) altering the currency in which payments under the Issuer
                  Notes are to be made;

            (iv)  altering the quorum or majority required to pass an
                  Extraordinary Resolution; and

            (v)   altering this definition 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 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 or, if later, any adjourned 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 any adjourned Meeting; or

                  (ii)  each registered holder of such Issuer Notes or a duly
                        authorised person on its behalf has instructed the
                        Registrar that the vote(s) attributable to the Issuer
                        Note or 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 Meeting; and



                                      58
<PAGE>

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

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

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

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

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

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



                                      59
<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;

            "Issuer Notes" and "Noteholders" shall mean:

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

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

            (c)   in connection with a Meeting of the Class M Noteholders,
                  Class M Notes and Class M Noteholders respectively;

            (d)   in connection with a Meeting of Class C Noteholders, Class C
                  Notes and Class C Noteholders respectively; and

            (e)   in connection with a Meeting of Class D Noteholders, Class D
                  Notes and Class D Noteholders respectively;

            "Written Resolution" means a resolution in writing signed by or on
            behalf of all holders of a class of 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
            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 an Issuer Note may require the Registrar to issue a Block
      Voting Instruction by arranging (to the satisfaction of the Registrar)
      for such 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 an 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 an Issuer Note may obtain a blank 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 Issuer Note.



                                      60
<PAGE>

(C)   References to Blocking/Release of Issuer Notes

      Where 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 Issuer Notes shall be construed in
      accordance with the usual practices (including blocking the relevant
      account) of the relevant Clearing System.

(D)   Issue of Forms of Proxy

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

      (ii)  Any holder of 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 Issuer Notes to
            which such appointment relates and the holder of the Issuer Notes
            shall be deemed for such purposes not to be the holder.

2.    Convening of Meeting

      The Master Issuer or the Note Trustee or (in relation to a Meeting for
      the passing of a Programme Resolution) the Noteholders of any Series and
      Class of Issuer Notes 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 Issuer Notes
      of any class or classes entitled to vote. If the Master 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 relevant
      Noteholders, the Paying Agents, the Agent Bank and the Registrar prior
      to any Meeting. Such notice shall: (1) be in the English language; (2)
      state in outline the nature of the business to be transacted at the
      Meeting to which it relates; and, (3) shall specify the terms of any
      resolution to be proposed. Such notice shall include statements, if
      applicable, to the effect that (a) 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 the case of both (i) or (ii) such
      appointment of a Proxy may be done up to 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



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<PAGE>

      Meeting is convened by the Note Trustee) and, to the Master Issuer
      (unless the Meeting is convened by the Master Issuer).

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 Master 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 Issuer Conditions:

      (a)   any such Meeting of one or more persons present holding 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 Issuer Notes of the relevant Series and
            Class or of any one or more Series of the same Class for the time
            being outstanding (or, at any adjourned Meeting, one or more
            persons being or representing Noteholders whatever the aggregate
            Principal Amount Outstanding of the Issuer Notes of the such
            Series and Class or such one or more Series of the same Class)
            shall (except for the purpose of passing an Extraordinary
            Resolution or a Programme 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) or a Programme Resolution shall (subject
            as provided below) be one or more persons present holding or
            representing Issuer Notes or being Proxies or Representatives and
            holding or representing in the aggregate more than half of the
            aggregate principal amount of the Issuer Notes outstanding (as
            defined in Clause 1.6 of the Issuer Trust Deed) of the relevant
            Series and Class or of any one or more Series of the same class
            (or, at any adjourned Meeting, on or more persons being or
            representing Noteholders whatever the aggregate principal amount
            of the Issuer Notes outstanding (as defined in Clause 1.6 of the
            Issuer Trust Deed) of such Series and Class or such one or more
            Series of the same class 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 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 Issuer Notes outstanding (as defined in Clause 1.6
            of the Issuer Trust Deed) of the relevant Series and Class or of
            any one or more Series of the same Class (or, at any adjourned




                                      62
<PAGE>

            Meeting, two or more persons present holding or representing in
            the aggregate not less than one quarter in aggregate principal
            amount of the Issuer Notes outstanding (as defined in Clause 1.6
            of the Issuer Trust Deed) of such Series and Class or such one or
            more Series of the same Class).

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.

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
      Master Issuer, the Note Trustee or



                                      63
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      any person present holding a Individual Note Certificate or being a
      Proxy or Representative (whatever the principal amount of the 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 Issuer Trust Deed and any director or
      officer of the Master 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 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 Issuer
      Notes held by, for the benefit of, or on behalf of, the Issuer or the
      Borrowers. Nothing herein shall prevent any of the Proxies named in any
      Block Voting Instruction or Form of Proxy or any Representative from
      being a director, officer or representative of or otherwise connected
      with the Master Issuer.



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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 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 [GBP1] or such other amount as the Note Trustee
            may, in its discretion, stipulate (or in the case of Meetings of
            holders of Issuer Notes denominated in another currency, such
            amount in such currency as the Note Trustee in its absolute
            discretion may stipulate) in Principal Amount Outstanding of the
            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



                                      65
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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 Master 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 an 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 Issuer
      Note for the purposes of such Meeting and notwithstanding any subsequent
      transfer of such 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 Issuer Note to which such
      appointment relates and the holder of the 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 Issuer Trust Deed and the Issuer Conditions, a Meeting shall, in
      addition to the powers given to it above, 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 Master 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 Master
            Issuer against any other or others of them or against any other
            party to any of the Issuer Transaction Documents or against any of
            their property whether such rights shall arise under the Issuer
            Trust Deed, any other Issuer Transaction Document or otherwise;

      (C)   power to assent to any modification of the provisions of the
            Issuer Conditions, the Issuer Trust Deed or any other Issuer
            Transaction Document which shall be proposed by the Master 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 Issuer Conditions or the 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 any discretion 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 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 Issuer Trust Deed;

      (H)   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;

      (I)   power to sanction any scheme or proposal for the exchange or sale
            of the Issuer Notes for or the conversion of the Issuer Notes into
            or the cancellation of the Issuer Notes in consideration of
            shares, stock, notes, bonds, debentures, debenture stock and/or
            other obligations and/or notes of the Master 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 Issuer Notes are to be
            exchanged or sold respectively,

      provided, however, that:

      (1)   subject as provided in paragraph (2) below:

      (i)   an Extraordinary Resolution of the Class A Noteholders of any
            Series shall be binding on all Class B Noteholders, all Class M
            Noteholders, all Class C Noteholders and all Class D Noteholders
            (in each case of that Series or of any other Series);

      (ii)  no Extraordinary Resolution of the Class B Noteholders of any
            Series shall take effect for any purpose while any Class A Notes
            (of that Series or of any other Series) remain outstanding unless
            it shall have been sanctioned by an Extraordinary Resolution of
            the Class A Noteholders of each Series or the Note Trustee is of
            the opinion that it would not be materially prejudicial to the
            interests of the Class A Noteholders of each Series (as
            applicable);

      (iii) no Extraordinary Resolution of the Class M Noteholders of any
            Series shall take effect for any purpose while any Class A Notes
            or Class B Notes (in each case, of that Series or of any other
            Series) 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, in



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<PAGE>

            each case of each Series or the Note Trustee is of the opinion
            that it would not be materially prejudicial to the respective
            interests of the Class A Noteholders and/or the Class B
            Noteholders of each Series (as applicable);

      (iv)  no Extraordinary Resolution of the Class C Noteholders of any
            Series shall take effect for any purpose while any Class A Notes,
            Class B Notes or Class M Notes (in each case, of that Series or of
            any other Series) remain outstanding unless it shall have been
            sanctioned by an Extraordinary Resolution of the Class A
            Noteholders, an Extraordinary Resolution of the Class B
            Noteholders and an Extraordinary Resolution of the Class M
            Noteholders, in each case of each Series or the Note Trustee is of
            the opinion that it would not be materially prejudicial to the
            respective interests of the Class A Noteholders, the Class B
            Noteholders and/or the Class M Noteholders of each Series (as
            applicable);

      (v)   an Extraordinary Resolution of the Class D Noteholders of any
            Series shall take effect for any purpose while any Class A Notes,
            Class B Notes, Class M Notes or Class C Notes (in each case, of
            that Series or of any other Series) remain outstanding unless it
            shall have been sanctioned by an Extraordinary Resolution of the
            Class A Noteholders, an Extraordinary Resolution of the Class B
            Noteholders, an Extraordinary Resolution of the Class M
            Noteholders and an Extraordinary Resolution of the Class C
            Noteholders, in each case of each Series or the Note Trustee is of
            the opinion that it would not be materially prejudicial to the
            respective interests of the Class A Noteholders, the Class B
            Noteholders, the Class M Noteholders and/or the Class C
            Noteholders of each Series (as applicable).

      2.    provided, however, that:

      (i)   no Extraordinary Resolution of the Noteholders of any one or more
            Series of Class A Notes to sanction a modification of, or any
            waiver or authorisation of any breach, or proposed breach of, any
            of the provisions of the Issuer Transaction Documents or the
            Conditions of such Notes shall take effect unless it has been
            sanctioned by an Extraordinary Resolution of the Class B
            Noteholders, an Extraordinary Resolution of the Class M
            Noteholders, an Extraordinary Resolution of the Class C
            Noteholders and an Extraordinary Resolution of the Class D
            Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            respective interests of the Class B Noteholders, the Class M
            Noteholders, the Class C Noteholders and the Class D Noteholders
            of each Series;

      (ii)  after the Class A Notes have been fully redeemed, no Extraordinary
            Resolution of the Noteholders of any one or more Series of Class B
            Notes to sanction a modification of, or any waiver or
            authorisation of any breach, or proposed breach of, any of the
            provisions of the Issuer Transaction Documents or the Conditions
            of such Notes shall take effect unless it has been sanctioned by
            an Extraordinary Resolution of the Class M Noteholders, an
            Extraordinary Resolution of the Class C Noteholders and an
            Extraordinary Resolution of the Class D Noteholders, in each case
            of each Series, or the Note Trustee is of the opinion that it
            would not be materially prejudicial to the respective interests of



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<PAGE>

            the Class M Noteholders, the Class C Noteholders and the Class D
            Noteholders of each Series;

      (iii) after the Class A Notes and Class B Notes have been fully
            redeemed, no Extraordinary Resolution of the Noteholders of any
            one or more Series of Class M Notes to sanction a modification of,
            or any waiver or authorisation of any breach, or proposed breach
            of, any of the provisions of the Issuer Transaction Documents or
            the Conditions of such Notes shall take effect unless it has been
            sanctioned by an Extraordinary Resolution of the Class C
            Noteholders and an Extraordinary Resolution of the Class D
            Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            respective interests of the Class C Noteholders, and the Class D
            Noteholders of each Series; and

      (iv)  after the Class A Notes, Class B Notes and Class M Notes have been
            fully redeemed, no Extraordinary Resolution of the Noteholders of
            any one or more Series of Class C Notes to sanction a modification
            of, or any waiver or authorisation of any breach, or proposed
            breach of, any of the provisions of the Issuer Transaction
            Documents or the Conditions of such Notes shall take effect unless
            it has been sanctioned by an Extraordinary Resolution of the Class
            D Noteholders, in each case of each Series, or the Note Trustee is
            of the opinion that it would not be materially prejudicial to the
            interests of the Class D Noteholders of each Series.

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 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
      Master 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.   Additional Meeting Provisions

      Notwithstanding the foregoing, the following additional provisions shall
      apply to a Class of Notes issued (and remaining outstanding) in more
      than one Series.

      (i)   Class A Notes

            In respect of the Class A Notes, subject to sub-paragraph (vi):

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class A Notes of
                  one Series only shall be deemed to have been duly passed if
                  passed at a meeting of the holders of the Class A Notes of
                  that Series;



                                      69
<PAGE>

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class A Notes of
                  any two or more Series but does not give rise to a conflict
                  of interest between the holders of such two or more Series
                  of Class A Notes, shall be deemed to have been duly passed
                  if passed at a single meeting of the holders of such two or
                  more series of Class A Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class A Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class A Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such two or more Series of Class A Notes,
                  it shall be passed at separate meetings of the holders of
                  such two or more Series of Class A Notes.

      (ii)  Class B Notes

            In respect of the Class B Notes, subject to sub-paragraph (vi):

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class B Notes of
                  one Series only shall be deemed to have been duly passed if
                  passed at a meeting of the holders of the Class B Notes of
                  that Series;

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class B Notes of
                  any two or more Series but does not give rise to a conflict
                  of interest between the holders of such two or more Series
                  of Class B Notes, shall be deemed to have been duly passed
                  if passed at a single meeting of the holders of such two or
                  more series of Class B Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class B Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class B Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such two or more Series of Class B Notes,
                  it shall be passed at separate meetings of the holders of
                  such two or more Series of Class B Notes.

      (iii) Class M Notes

            In respect of the Class M Notes subject to sub-paragraph (vi):

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class M Notes of
                  one Series only shall be deemed to have been duly passed if
                  passed at a meeting of the holders of the Class M Notes of
                  that Series;



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<PAGE>

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class M Notes of
                  any two or more Series but does not give rise to a conflict
                  of interest between the holders of such two or more Series
                  of Class M Notes, shall be deemed to have been duly passed
                  if passed at a single meeting of the holders of such two or
                  more series of Class M Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class M Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class M Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such two or more Series of Class M Notes,
                  it shall be passed at separate meetings of the holders of
                  such two or more Series of Class M Notes.

      (iv)  Class C Notes

            In respect of the Class C Notes, subject to sub-paragraph (vi):

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class C Notes of
                  one Series only shall be deemed to have been duly passed if
                  passed at a meeting of the holders of the Class C Notes of
                  that Series;

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class C Notes of
                  any two or more Series but does not give rise to a conflict
                  of interest between the holders of such two or more Series
                  of Class C Notes, shall be deemed to have been duly passed
                  if passed at a single meeting of the holders of such two or
                  more series of Class C Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class C Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class C Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such two or more Series of Class C Notes,
                  it shall be passed at separate meetings of the holders of
                  such two or more Series of Class C Notes.

      (v)   Class D Notes

            In respect of the Class D Notes subject to sub-paragraph (vi):

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class D Notes of
                  one Series only shall be deemed to have been duly passed if
                  passed at a meeting of the holders of the Class D Notes of
                  that Series;



                                      71
<PAGE>

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class D Notes of
                  any two or more Series but does not give rise to a conflict
                  of interest between the holders of such two or more Series
                  of Class D Notes, shall be deemed to have been duly passed
                  if passed at a single meeting of the holders of such two or
                  more series of Class D Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class D Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class D Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such two or more Series of Class D Notes,
                  it shall be passed at separate meetings of the holders of
                  such two or more Series of Class D Notes.

      (vi)  Sub-classes of Notes

            In respect of a Class of Notes of any Series constituting two or
            more sub-classes,

            (a)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Notes of one
                  sub-class only of such Class, shall be deemed to have been
                  duly passed if passed at a meeting of the holders of the
                  Notes of such sub-class;

            (b)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of more than one
                  sub-class of Notes of such Class but does not give rise to a
                  conflict of interest between the holders of such sub-classes
                  of Notes, shall be deemed to have been duly passed if passed
                  at a single meeting of the holders of all such sub-classes
                  of Notes; and

            (c)   a resolution which, in the sole opinion of the Note Trustee
                  affects the interests of the holders of more than one
                  sub-class of Notes of such Class and gives or may give rise
                  to a conflict of interest between the holders of such
                  sub-classes of Notes, shall be deemed to have been duly
                  passed only if, in lieu of being passed at a single meeting
                  of the holders of such sub-classes of Notes, it shall be
                  passed at separate meetings of the holders of such
                  sub-classes of Notes.

      (vii) Programme Resolution

            A Programme Resolution shall be deemed to have been duly passed
            only if passed at a single meeting of all Series of the applicable
            Class of Notes.

22.   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 Master Issuer and any such minutes as aforesaid if
      purporting to be signed by the Chairman



                                      72
<PAGE>

      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.

23.   Further Regulations

      Subject to all other provisions of the Issuer Trust Deed, the Note
      Trustee may without the consent of the Master 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 Issuer Conditions in the context of the more
            detailed provisions set out herein.



                                      73
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                                EXECUTION PAGE

IN WITNESS WHEREOF this Trust Deed has been executed as a deed and delivered
by the parties hereto on the day and year first above written.


as Master Issuer
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
GRANITE MASTER ISSUER PLC                       )
acting by two directors                         )


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

Name:


-------------------------
for and on behalf of
LDC Securitisation Director No. 2 Limited
Director

Name:







as Note Trustee
EXECUTED AND DELIVERED AS A DEED                )
for and on behalf of                            )
THE BANK OF NEW YORK                            )
by its duly authorised signatory                )

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


Name:


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