EXHIBIT 4.5.2



                      Terms and conditions of the notes

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

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

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

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

     The issue of the Notes will be authorised by a resolution of the Board of
Directors of the Current Issuer passed on or about 19 May 2004.

1.   Form, Denomination, Register, Title and Transfers

(A)  Form and Denomination

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

     The Dollar Notes will be issued in minimum denominations of $10,000 and
integral multiples of $1,000 in excess thereof. Each class of Dollar Notes
will be initially represented by a US Global Note Certificate, which, in the
aggregate, will represent the Principal Amount Outstanding from time to time
of such class of Dollar Notes. The Euro Notes will be issued in minimum
denominations of A500,000 and integral multiples of A1,000 in excess thereof.
Each class of Euro Notes will be initially represented by a Reg S Global Note
Certificate which, in the aggregate, will represent the Principal Amount
Outstanding from time to time of such class of Euro Notes. The Sterling Notes
will be issued in minimum denominations of (GBP)10,000 and integral multiples
of (GBP)1,000 in excess thereof. Each class of Sterling Notes will be
initially represented by a Reg S Global Note Certificate, which, in the
aggregate, will represent the Principal Amount Outstanding from time to time
of such class of Sterling Notes.



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<PAGE>

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

(B)  Register

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

(C)  Title

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

(D)  Transfers

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

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

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

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



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<PAGE>

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

2.   Status, Priority and Security

(A)  Status

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

(B)  Priority

(i)  Interest

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

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

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

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

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

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

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



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<PAGE>

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

(ii) Principal

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

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

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

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

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

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

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

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

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



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<PAGE>

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

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

(C)  Conflict between the classes of Notes

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

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

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

     Similarly, the Current Issuer Trust Deed contains provisions limiting the
powers of the Class C Noteholders, inter alia, to request or direct the Note
Trustee to take any action or to pass an effective Extraordinary Resolution
according to the effect thereof on the interests of the Class M Noteholders.
Except in certain circumstances described above



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<PAGE>

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

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

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

(D)  Security

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

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

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

          (a)  the Current Intercompany Loan Agreement;

          (b)  the Funding Deed of Charge;

          (c)  the Priority Funding Deed of Charge;

          (d)  the Current Issuer Basis Rate Swap

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

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

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

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

          (i)  the Current Issuer Corporate Services Agreement;

          (j)  the Current Issuer Bank Account Agreement;

          (k)  the Current Cash Management Agreement;

          (l)  the Current Issuer Trust Deed;

          (m)  any Collateral Ancillary Document; and

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



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<PAGE>

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

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

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

3.   Covenants

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

(A)  Negative Pledge

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

(B)  Disposal of Assets

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

(C)  Equitable Interest

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

(D)  Bank Accounts

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

(E)  Restrictions on Activities

     carry on any business other than as described in the prospectus dated 20
May 2004 relating to the issue of the Dollar Notes and the related activities
described therein or as contemplated in the Transaction Documents relating to
the issue of the Notes and the making of the Current Issuer Intercompany Loan;

(F)  Borrowings

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

(G)  Merger

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





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<PAGE>

(H)  Waiver or Consent

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

(I)  Employees or premises

     have any employees or premises or subsidiaries;

(J)  Dividends and Distributions

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

(K)  Purchase Notes

     purchase or otherwise acquire any Note or Notes; or

(L)  United States activities

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

4.   Interest

(A) Period of Accrual

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

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

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

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

(B)  Payment Dates and Interest Periods

     Interest on the Notes is payable quarterly in arrears on the 20th day of
March, June, September and December of each year (or, if such day is not a
Business Day, the next succeeding Business Day) (each, a "Payment Date"), the
first Payment Date being the Payment Date occurring in September 2004 in
respect of the Interest Period commencing on the Closing Date.



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<PAGE>

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

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

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

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

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

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

(C)  Rates of Interest

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

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



                                      9
<PAGE>

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

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

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

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

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

     There will be no minimum or maximum Rate of Interest.

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

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

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



                                      10
<PAGE>

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

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

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

(F)  Determination and/or Calculation by Note Trustee

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

(G)  Notifications to be Final

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

(H)  Reference Banks and Agent Bank

     The Agent Bank shall ensure that, so long as any of the Notes remains
outstanding, there shall at all times be four Reference Banks with offices in
London and an Agent Bank. In the event of any Reference Bank being unable or
unwilling to continue to act as a Reference Bank, the Current Issuer shall,
with the approval of the Note Trustee, appoint a successor Reference Bank to
act as such in its place. In the event of the then Agent Bank being unwilling
to act as the Agent Bank, or resigning pursuant to the Current Issuer Paying
Agent and Agent Bank Agreement, the Current Issuer shall, with the approval of
the Note Trustee, appoint a successor Agent Bank. If the Current Issuer shall
fail to appoint a successor Reference Bank or successor Agent Bank (as the
case may be), the



                                      11
<PAGE>

Agent Bank shall appoint such other bank as may be previously approved in
writing by the Note Trustee to act as the Reference Bank or Agent Bank (as the
case may be). The resignation of the Agent Bank will not take effect until a
successor approved by the Note Trustee has been appointed.

5.   Redemption, Purchase and Cancellation

(A)  Final Redemption

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

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

(B)  Mandatory Redemption of the Notes in Part

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

(C)  Note Principal Payments and Principal Amount Outstanding

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

     On each Note Determination Date the Current Issuer shall determine (or
cause the Current Issuer Cash Manager to determine) (i) the amount of any Note
Principal Payment payable in respect of each Note of the relevant series and
class on the immediately following Payment Date and (ii) the initial principal
amount of each such Note less the aggregate amount of all Note Principal
Payments in respect of such Note that has been paid since the Closing Date and
on or prior to that Note Determination Date (the "Principal Amount
Outstanding"). Each determination by or on behalf of the Current Issuer of any
Note Principal Payment of a Note and the Principal Amount Outstanding of a
Note shall in each case (in the absence of wilful default, bad faith or
manifest error) be final and binding on all persons.

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



                                      12
<PAGE>

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

(D)  Optional Redemption in Full

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

     (i)  the Payment Date falling in June 2011 and on any Payment Date
          thereafter. This gives the Current Issuer the option to redeem the
          Notes on or after the June 2011 step-up date for interest; or

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

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

(E)  Optional Redemption for Tax and other Reasons

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



                                      13
<PAGE>

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

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

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

     If the New Basel Capital Accord, as described in the third consultative
document, the "New Basel Capital Accord" published in April 2003 by the Basel
Committee on Banking Supervision, has been implemented in the United Kingdom,
whether by rule of law, recommendation or best practice or by any other
regulation, then on the Payment Date falling in June 2008 and on any Payment
Date thereafter, the Current Issuer may, by giving not more than 60 nor less
than 30 days' (or such shorter period as may be required under any relevant
law) prior notice to the Note Trustee and the Noteholders in accordance with
Condition 14, redeem all (but not some only) of the Notes at their aggregate
Principal Amount Outstanding together with any accrued and unpaid interest in
respect thereof on the next following Payment Date, provided that a Note
Enforcement Notice has not been served. The Current Issuer may only redeem the
Notes as aforesaid if the Note Trustee is satisfied in accordance with the
Transaction Documents that the Current Issuer will have the funds, not subject
to the interest of any other person, required to redeem the Notes as aforesaid
and any amounts required under the Current Issuer Pre-Enforcement Revenue
Priority of Payments currently set out in the Current Issuer Cash Management
Agreement to be paid in priority to or pari passu with the Notes outstanding
in accordance with the terms and conditions thereof.



                                      14
<PAGE>

6.   Payments

(A)  Payment of Interest and Principal

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

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

(B) Laws and Regulations

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

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

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

(D)  Change of Agents

     The initial Principal Paying Agent, the Registrar, the Transfer Agent and
the initial Paying Agents and their respective initial Specified Offices are
listed at the end of these Conditions. The Current Issuer reserves the right,
subject to the prior written approval of the Note Trustee, at any time to vary
or terminate the appointment of the Principal Paying Agent, the Registrar, the
Transfer Agent and the US Paying Agent and to appoint additional or other
Paying Agents. The Current Issuer will at all times maintain a Paying Agent
with a Specified Office in London and a US Paying Agent with a Specified
Office in New York and a Registrar. Except where otherwise provided in the
Current Issuer Trust Deed, the Current Issuer will cause at least 30 days'
notice of any change in or addition to the Paying Agents, the Transfer Agent
or the Registrar or their Specified Offices to be given in accordance with
Condition 14 and will notify the Rating Agencies of such change or addition.

(E)  No payment on non-Business Day

     Where payment is to be made by transfer to a US Dollar account, Sterling
account or Euro account, payment instructions (for value the due date or, if
the due date is not a Payment Business Day, for value the next succeeding
Business Day) will be initiated and, where payment is to be made by US Dollar
cheque, Sterling cheque or Euro cheque, the cheque will be mailed (i) (in the
case of payments of principal and interest payable on redemption) on the later
of the due date for payment and the day on which the relevant



                                      15
<PAGE>

Note is surrendered (or, in the case of part payment only, endorsed) at the
Specified Office of a Paying Agent and (ii) (in the case of payments of
interest payable other than on redemption) on the due date for payment. A
Holder of a Note shall not be entitled to any interest or other payment in
respect of any delay in payment resulting from (A) the due date for a payment
not being a Payment Business Day or (B) a cheque mailed in accordance with
this Condition 6(E) arriving after the due date for payment or being lost in
the mail.

(F)  Partial Payment

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

(G)  Record Date

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

(H)  Payment of Interest

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

7.   Prescription

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

8.   Taxation

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



                                      16
<PAGE>

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

9.   Events of Default

(A)  Class A Noteholders:

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

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

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

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

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

     (v)  proceedings being otherwise initiated against the Current Issuer
          under any applicable liquidation, insolvency, composition,
          reorganisation or other similar laws (including, but not limited to,
          presentation of a petition for administration or the filing of
          documents with the court for an administration) and (except in the
          case of presentation of a petition for an administration order) such
          proceedings are not, in the opinion of the Note Trustee, being
          disputed in good faith with a reasonable prospect of success, a
          formal notice is given of intention to appoint an administrator in
          relation to the Current Issuer or an administration order being
          granted or an administrative receiver or other receiver, liquidator
          or other similar official being appointed in relation to the Current
          Issuer or in relation to the



                                      17
<PAGE>

          whole or any substantial part of the undertaking or assets of the
          Current Issuer, or an encumbrancer taking possession of the whole or
          any substantial part of the undertaking or assets of the Current
          Issuer, or a distress, execution, diligence or other process being
          levied or enforced upon or sued out against the whole or any
          substantial part of the undertaking or assets of the Current Issuer
          and such possession or process (as the case may be) not being
          discharged or not otherwise ceasing to apply within 30 days, or the
          Current Issuer initiating or consenting to judicial proceedings
          relating to itself under applicable liquidation, insolvency,
          composition, reorganisation or other similar laws or making a
          conveyance or assignment for the benefit of its creditors generally
          or a composition or similar arrangement with the creditors or takes
          steps with a view to obtaining a moratorium in respect of its
          indebtedness, including without limitation, the filing of documents
          with the court; or

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

(B)  Class B Noteholders

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

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

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

(C)  Class M Noteholders

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

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



                                      18
<PAGE>

          fifteen Business Days in the payment of any amount of interest on
          any Class M Note when and as the same ought to be paid in accordance
          with these Conditions; or

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

(D)  Class C Noteholders

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

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

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

(E)  Following Service of a Note Enforcement Notice

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

10.  Enforcement of Notes

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

     (i)  (subject in all cases to restrictions contained in the Current
          Issuer Trust Deed or, as the case may be, the Current Issuer Deed of
          Charge to protect the interests of any higher ranking class of
          Noteholders) it shall have been so directed by an Extraordinary
          Resolution (as described in Condition 9) of the Class A Noteholders,
          the Class B Noteholders, the Class M Noteholders or the Class C



                                      19
<PAGE>

          Noteholders or so requested in writing by the Holders of at least 25
          per cent. in Principal Amount Outstanding of the Class A Notes,
          Class B Notes, Class M Notes or Class C Notes; and

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

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

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

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

11.  Meetings of Noteholders, Modifications and Waiver

(A)  Meetings of Noteholders

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

(1)  Class A Notes

     The Current Issuer Trust Deed provides that:



                                      20
<PAGE>

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

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

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

(2)  Class B Notes

     The Current Issuer Trust Deed provides that:

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

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

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

(3)  Class M Notes

     The Current Issuer Trust Deed provides that:

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

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

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

(4)  The Class C Notes

     The Current Issuer Trust Deed provides that:

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

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

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

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



                                      21
<PAGE>

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

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

(B)  Limitations on Class B Noteholders

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

(C)  Limitations on Class M Noteholders

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

(D)  Limitations on Class C Noteholders

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

(E)  Basic Terms Modifications

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

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



                                      22
<PAGE>

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

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

(F)  Modifications and Determinations by Note Trustee

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

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

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

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

(G)  Exercise of Note Trustee's Functions

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



                                      23
<PAGE>

12.  Indemnification of the Note Trustee

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

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

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

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

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

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

13.  Replacement of Notes

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

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

14.  Notice to Noteholders

(A)  Publication of Notice

     Notices to Noteholders will be sent to them by first class mail (or its
equivalent) or (if posted to a non-UK address) by airmail at the respective
addresses on the Register. Any such notice shall have been deemed to have been
given on the fourth day after the date of mailing. In addition, any notice
shall be validly given if published on the date of such



                                      24
<PAGE>

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

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

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

15.  Governing Law and Jurisdiction

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

16.  Contracts (Rights of Third Parties) Act 1999

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

17.  Definitions

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

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

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



                                      25
<PAGE>

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

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

     "Authorised Holding" means, in respect of the US Global Note
Certificates, $10,000 and integral multiples of $1,000 in excess thereof, and
in respect of the Reg S Global Note Certificates, A500,000 and integral
multiples of A1,000 in excess thereof (in respect of the Euro Notes) and
(GBP)10,000 and integral multiples of (GBP)1,000 in excess thereof (in respect
of the Sterling Notes);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                      26
<PAGE>

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

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

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

     "Closing Date" means on or about 26 May 2004;

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

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

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

     "Current Issuer" means Granite Mortgages 04-2 plc;

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

     "Current Issuer Available Principal Receipts" means:

     (a)  prior to enforcement of the Current Issuer Security, for the Current
          Issuer in respect of any Payment Date an amount calculated by the
          Current Issuer Cash Manager on the Distribution Date immediately
          preceding such Payment Date equal to the sum of:

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

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

     less

         (iii) the aggregate of all principal amounts (if any) repaid by
               Funding to the Current Issuer under the Current Issuer
               Intercompany Loan on the relevant Payment Date which are to be
               applied on the relevant Payment Date to pay items (A) through
               (E), (G), (I) and/or (K) of the Current Issuer Pre- Enforcement
               Revenue Priority of Payments; and

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

     "Current Issuer Available Revenue Receipts" means for the Current Issuer
in respect of any Payment Date an amount calculated by the Current Issuer Cash
Manager on the Distribution Date immediately preceding such Payment Date equal
to the sum of:



                                      27
<PAGE>

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

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

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

     (d)  (only to the extent required after the Current Issuer Cash Manager
          has made the relevant calculations set out in the Current Issuer
          Cash Management Agreement) the aggregate of all principal amounts
          (if any) repaid by Funding to the Current Issuer under the Current
          Issuer Intercompany Loan on the relevant Payment Date which are to
          be applied on the relevant Payment Date to pay items (A) through
          (E), (G), (I) and/or (K) of the Current Issuer Pre-Enforcement
          Revenue Priority of Payments;

     "Current Issuer Bank Accounts" means the Current Issuer Transaction
Accounts and also includes any additional or replacement bank account opened
in the name of the Current Issuer from time to time with the prior written
consent of the Note Trustee and the Rating Agencies;

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

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

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

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

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

     "Current Issuer Corporate Services Provider" means Law Debenture
Corporate Services Limited or such other person for the time being acting as
corporate services provider to the Current Issuer under the Current Issuer
Corporate Services Agreement;

     "Current Issuer Deed of Charge" means the deed of charge entered into on
or about the Closing Date between, among others, the Current Issuer and the
Note Trustee, under which the Current Issuer creates the Current Issuer
Security in favour of the Current Issuer Secured Creditors;



                                      28
<PAGE>

     "Current Issuer Dollar Currency Swap Agreements" means the ISDA master
agreements, schedules thereto and confirmations thereunder relating to the
dollar currency swaps entered into on or about the Closing Date and any credit
support annexes or other credit support documents entered into at any time
among the Current Issuer, the Current Issuer Dollar Currency Swap Provider and
the Note Trustee and/or any credit support provider and includes any
additional and/or replacement Current Issuer Dollar Currency Swap Agreement
entered into by the Current Issuer from time to time in connection with the
Dollar Notes;

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

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

     "Current Issuer Euro Currency Swap Agreements" means the ISDA master
agreements, schedules thereto and confirmations thereunder relating to the
euro currency swaps entered into on or about the Closing Date and any credit
support annexes or other credit support documents entered into at any time
among the Current Issuer, the Current Issuer Euro Currency Swap Provider and
the Note Trustee and/or any credit support provider and includes any
additional and/or replacement Current Issuer Euro Currency Swap Agreement
entered into by the Current Issuer from time to time in connection with the
Euro Notes;

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

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

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

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

     "Current Issuer Master Definitions Schedule" means the master definitions
schedule in connection with the Current Issuer dated on or about the Closing
Date setting out, among other things, definitions which apply to certain
Transaction Documents;

     "Current Issuer Paying Agent and Agent Bank Agreement" means the paying
agent and agent bank agreement entered into on or about the Closing Date
between the Current Issuer, the Principal Paying Agent, the Paying Agents, the
Transfer Agent, the Registrar, the Agent Bank and the Note Trustee;

     "Current Issuer Post-Enforcement Call Option Agreement" means the post
enforcement call option agreement entered into on or about the Closing Date
between the Current Issuer the Post Enforcement Call Option Holder and the
Note Trustee;



                                      29
<PAGE>

     "Current Issuer Post-Enforcement Priority of Payments" means the
provisions and the order of priority of payments in which all Current Issuer
Available Revenue Receipts, Current Issuer Available Principal Receipts and
all other monies, income, receipts and recoveries received by or on behalf of
the Current Issuer or the Note Trustee or any receiver of the Current Issuer
and the proceeds of enforcement of the Current Issuer Security are to be
applied following an enforcement of the Current Issuer Security as set out in
a schedule to the Current Issuer Deed of Charge, as the same may be amended,
varied or superseded from time to time in accordance with the terms of the
Current Issuer Deed of Charge;

     "Current Issuer Pre-Enforcement Principal Priority of Payments" means the
provisions and the order of priority of payments in which the Current Issuer
Available Principal Receipts will be applied until enforcement of the Current
Issuer Security as set out in a schedule to the Current Issuer Cash Management
Agreement;

     "Current Issuer Pre-Enforcement Revenue Priority of Payments" means the
provisions and the order of priority of payments in which the Current Issuer
Available Revenue Receipts will be applied until enforcement of the Current
Issuer Security and as set out in a schedule to the Current Issuer Cash
Management Agreement;

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

     "Current Issuer Reserve Fund" means the reserve fund established in the
name of Funding in respect of the Current Issuer on the Closing Date;

     "Current Issuer Secured Creditors" means the Note Trustee (and any
receiver appointed under the Current Issuer Deed of Charge), the Swap
Providers, the Current Issuer Corporate Services Provider, the Current Issuer
Account Bank, the Current Issuer Cash Manager, the Paying Agents, the Agent
Bank, the Transfer Agent, the Registrar and the Noteholders;

     "Current Issuer Security" means the security created by the Current
Issuer pursuant to the Current Issuer Deed of Charge;

     "Current Issuer Subscription Agreement" means the subscription agreement
relating to the sale of the Series 2 Notes and the Series 3 Notes, entered
into on or about 20 May 2004, between, among others, the Current Issuer,
Funding, the Mortgages Trustee, Citigroup Global Markets Limited, Credit
Suisse First Boston (Europe) Limited and Lehman Brothers International
(Europe);

     "Current Issuer Swap Agreements" means the Current Issuer Dollar Currency
Swap Agreements, the Current Issuer Euro Currency Swap Agreements and the
Current Issuer Basis Rate Swap Agreement;

     "Current Issuer Transaction Accounts" means the day to day bank accounts
of the Current Issuer, held with the Current Issuer Account Bank and
comprising the Current Issuer dollar account, the Current Issuer sterling
account and the Current Issuer euro account as at the Closing Date or that may
be opened, with the prior approval of the Note Trustee, after the Closing
Date;

     "Current Issuer Trust Deed" means the trust deed entered into on or about
the Closing Date between the Current Issuer and the Note Trustee, among other
things, constituting the Notes;

     "Current Issuer Underwriting Agreement" means the underwriting agreement
relating to the sale of the Series 1 Notes entered into on or about 20 May
2004 between, among others, the Current Issuer, Funding, the Mortgages
Trustee, Citigroup Global Markets Limited, Credit Suisse First Boston (Europe)
Limited and Lehman Brothers Inc. The governing law and jurisdiction of the
Current Issuer Underwriting Agreement is the State of New York;



                                      30
<PAGE>

     "Current Seller Share" means the amount of trust property beneficially
owned by the Seller from time to time.

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

     "Distribution Date" means the date on which the mortgages trust
terminates and the London Business Day determined by the Cash Manager falling
no later than 6 business days after each Trust Determination Date;

     "Dollar Interest Determination Date" means in relation to the Dollar
Notes and any Interest Period for which the applicable Rate of Interest shall
apply, two London Business Days before the first day of such Interest Period;

     "Dollar Notes" means the Series 1 Notes;

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

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

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

     "Euro Notes" means the Series 2 Notes (other than the Series 2 Class A2
Notes);

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

     "Eurozone" means the region comprised of the member states of the
European Union that adopt the single currency in accordance with the Treaty of
Rome of 25 March 1957, establishing the European Community, as amended from
time to time;

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

     "Final Maturity Date" means:

     (i)  in respect of the Series 1 Class A1 Notes, the Payment Date falling
          in June 2025;

     (ii) in respect of the Series 1 Class A2 Notes, the Payment Date falling
          in June 2028;

    (iii) in respect of the Series 1 Class B Notes, the Payment Date falling
          in June 2044;

     (iv) in respect of the Series 1 Class M Notes, the Payment Date falling
          in June 2044;

     (v)  in respect of the Series 1 Class C Notes, the Payment Date falling
          in June 2044;

     (vi) in respect of the Series 2 Class A1 Notes, the Payment Date falling
          in June 2044;

    (vii) in respect of the Series 2 Class A2 Notes, the Payment Date falling
          in June 2044;

   (viii) in respect of the Series 2 Class B Notes, the Payment Date falling
          in June 2044;

     (ix) in respect of the Series 2 Class M Notes, the Payment Date falling
          in June 2044;

     (x)  in respect of the Series 2 Class C Notes, the Payment Date falling
          in June 2044;

     (xi) in respect of the Series 3 Class A Notes, the Payment Date falling
          in June 2044;



                                      31
<PAGE>

    (xii) in respect of the Series 3 Class B Notes, the Payment Date falling
          in June 2044;

   (xiii) in respect of the Series 3 Class M Notes, the Payment Date falling
          in June 2044; and

    (xiv) in respect of the Series 3 Class C Notes, the Payment Date falling
          in June 2044;

     "Funding" means Granite Finance Funding Limited;

     "Funding Deed of Charge" means the deed of charge dated the Initial
Closing Date, as amended and restated from time to time, between, among
others, Funding, the Security Trustee, the First Issuer and the Note Trustee
and each deed of accession or supplement entered into in connection therewith
(including, where the context admits and for the avoidance of doubt, the
Second Priority Funding Deed of Charge);

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

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

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

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

     "Initial Relevant Screen Rate" means:

     (i)  in respect of the Dollar Notes, the linear interpolation of the
          arithmetic mean of the offered quotations to leading banks for three
          months Dollar deposits and the arithmetic mean of the offered
          quotations to leading banks for four months Dollar deposits (rounded
          upwards, if necessary, to five decimal places), displayed on the
          Dow-Jones Telerate Monitor at Telerate Page No. 3750;

     (ii) in respect of the Euro Notes, the linear interpolation of the
          arithmetic mean of the offered quotations to leading banks for three
          months Euro deposits and the arithmetic mean of the offered
          quotations to leading banks for four months Euro deposits (rounded
          upwards, if necessary, to five decimal places), displayed on the
          Dow-Jones Telerate Monitor at Telerate Page No. 248; or

    (iii) in respect of the Sterling Notes, the linear interpolation of the
          arithmetic mean of the offered quotations to leading banks for three
          months Sterling deposits and the arithmetic mean of the offered
          quotations to leading banks for four months Sterling deposits
          (rounded upwards, if necessary, to five decimal places), displayed
          on the Dow-Jones Telerate Monitor at Telerate Page No. 3750;

     in each case, displayed on the above-mentioned page of the
Dow-Jones/Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the Current
Issuer (with the approval of the Note Trustee, in its sole discretion)
(rounded upwards, if necessary, to five decimal places);

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

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

     "Interest Period" means, in relation to each of the Notes and any Payment
Date, the period from (and including) the immediately preceding Payment Date
for such Note (or in respect of the first Interest Period, the Closing Date)
to (but excluding) the next following (or first) Payment Date for such Note;



                                      32
<PAGE>

     "London Business Day" means a day (other than a Saturday or Sunday or
public holiday) on which banks are generally open for business in London;

     "London Stock Exchange" means the London Stock Exchange plc;

     "Minimum Seller Share" means an amount included in the Seller Share which
is calculated in accordance with the Mortgages Trust Deed and which, as at the
Closing Date, will be approximately (GBP)890,000,000;

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

     "New York Business Day" means a day (other than a Saturday, Sunday or a
public holiday) on which banks are generally open for business in the City of
New York;

     "Non-Asset Trigger Event" means any of the following events: (a) an
Insolvency Event occurs in relation to the Seller, (b) the role of the Seller
as Administrator under the Administration Agreement is terminated and a new
Administrator is not appointed within 60 days, or (c) on the Distribution Date
immediately succeeding a Seller Share Event Distribution Date, the Current
Seller Share is equal to or less than the Minimum Seller Share (determined
using the amounts of the Current Seller Share and Minimum Seller Share that
would exist after making the distributions of mortgages trustee principal
receipts due on that Distribution Date on the basis that the Cash Manager
assumes that those mortgages trustee principal receipts are distributed in the
manner described under "- Mortgages trustee allocation and distribution of
mortgages trustee principal receipts prior to the occurrence of a trigger
event" in the prospectus);

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

     "Note Determination Date" means the Distribution Date immediately
preceding each Payment Date;

     "Note Enforcement Notice" means any or all of a Class A Note Enforcement
Notice, a Class B Note Enforcement Notice, a Class M Note Enforcement Notice
and a Class C Note Enforcement Notice;

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

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

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

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

     "Notes" means the Class A Notes, the Class B Notes, the Class M Notes and
the Class C Notes;

     "Paying Agents" means the Principal Paying Agent and the US Paying Agent,
together with any further or other paying agents for the time being appointed
under the Current Issuer Paying Agent and Agent Bank Agreement;

     "Payment Business Day" means a day which is (i) a New York Business Day,
(ii) a London Business Day and (iii) a TARGET Business Day and, in the case of
surrender (or, in the case of part payment only, endorsement) of a Note
Certificate under Condition 6(E), means any day on which banks are open for
business in the place in which such Note Certificate is surrendered (or, as
the case may be, endorsed);

     "Post Enforcement Call Option Holder" means GPCH Limited;

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

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



                                      33
<PAGE>

     "Quotation Deposits" means (a) in respect of each Class of Dollar Notes,
Dollar deposits of $10,000,000, (b) in respect of each Class of Euro Notes,
Euro deposits of A10,000,000, and (c) in respect of each Class of Sterling
Notes, Sterling deposits of (GBP)10,000,000;

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

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

     "Quotation Time" means (a) in respect of each Class of Euro Notes, 11.00
a.m. Brussels time on the relevant Interest Determination Date relating to
such Class, and (b) in respect of each other Class of Notes, 11.00 a.m. London
time on the relevant Interest Determination Date relating to such Class;

     "Rate of Interest" and "Rates of Interest" have the meanings indicated in
Condition 4(C);

     "Rating Agencies" means Standard & Poor's Rating Services, a division of
The McGraw-Hill Companies Inc., Moody's Investors Service Limited and Fitch
Ratings Ltd.;

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

     "Reg S" means Regulation S under the United States Securities Act of
1933, as amended;

     "Reg S Global Note Certificates" means the note certificates representing
the Series 2 Notes and Series 3 Notes, as applicable, while in global form;

     "Register" means the register of Noteholders kept by the Registrar and
which records the identity of each Noteholder and the number of Notes that
each Noteholder owns;

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

     "Relevant Margin" means:

     (i)  in respect of the Series 1 Class A1 Notes, 0.04 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.08 per cent. per annum;

     (ii) in respect of the Series 1 Class A2 Notes, 0.07 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.14 per cent. per annum;

    (iii) in respect of the Series 1 Class B Notes, 0.17 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.34 per cent. per annum;

     (iv) in respect of the Series 1 Class M Notes, 0.28 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.56 per cent. per annum;

     (v)  in respect of the Series 1 Class C Notes, 0.70 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 1.40 per cent. per annum;

     (vi) in respect of the Series 2 Class A1 Notes, 0.14 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.28 per cent. per annum;



                                      34
<PAGE>

    (vii) in respect of the Series 2 Class A2 Notes, 0.14 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.28 per cent. per annum;

   (viii) in respect of the Series 2 Class B Notes, 0.27 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.54 per cent. per annum;

     (ix) in respect of the Series 2 Class M Notes, 0.40 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.80 per cent. per annum;

     (x)  in respect of the Series 2 Class C Notes, 0.80 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 1.60 per cent. per annum;

     (xi) in respect of the Series 3 Class A Notes, 0.16 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.32 per cent. per annum;

    (xii) in respect of the Series 3 Class B Notes, 0.32 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.64 per cent. per annum;

   (xiii) in respect of the Series 3 Class M Notes, 0.47 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 0.94 per cent. per annum; and

    (xiv) in respect of the Series 3 Class C Notes, 0.85 per cent. per annum
          up to and including the Interest Period ending on the Payment Date
          in June 2011 and thereafter 1.70 per cent. per annum;

     "Relevant Screen Rate" means:

     (i)  in respect of the first Interest Period, the Initial Relevant Screen
          Rate; and

     (ii) (1)  in respect of subsequent Interest Periods in respect of the
               Dollar Notes, the arithmetic mean of the offered quotations to
               leading banks for three-month Dollar deposits in the London
               inter-bank market displayed on the Dow- Jones/Telerate Monitor at
               Telerate Page No. 3750;

          (2)  in respect of subsequent Interest Periods in respect of the
               Euro Notes, the arithmetic mean of offered quotations for three
               month Euro deposits in the Eurozone inter-bank market displayed
               on the Dow-Jones/Telerate Monitor at Telerate Page No. 248; and

          (3)  in respect of subsequent Interest Periods in respect of the
               Sterling Notes, the arithmetic mean of offered quotations for
               three month Sterling deposits in the London inter-bank market
               displayed on the Dow-Jones/Telerate Monitor at Telerate Page
               No. 3750;

     in each case, displayed on the above-mentioned page of the
Dow-Jones/Telerate Monitor (or such replacement page on that service which
displays the information) or, if that service ceases to display the
information, such other screen service as may be determined by the Current
Issuer (with the approval of the Note Trustee, in its sole discretion)
(rounded upwards, if necessary, to five decimal places);

     "Second Priority Funding Deed of Charge" means the second priority deed
of charge dated January 28, 2004, as amended, restated, novated or
supplemented from time to time, among Funding, the Mortgages Trustee and the
Security Trustee;

     "Security Interest" means any mortgage or sub-mortgage, standard
security, charge or sub-charge (whether legal or equitable), encumbrance,
pledge, lien, hypothecation, assignment by way of security or other security
interest or title retention arrangement and



                                      35
<PAGE>

any agreement, trust or arrangement having substantially the same economic or
financial effect as any of the foregoing (other than a lien arising in the
ordinary course of business or by operation of law);

     "Security Trustee" means The Bank of New York and its successors or any
other security trustee under the Funding Deed of Charge);

     "Seller Share" means the Current Seller Share of the trust property
calculated as set forth in the Mortgages Trust Deed;

     "Seller Share Event" means an event that will occur if, on a Distribution
Date, (i) the result of the calculation of the Current Seller Share on that
Distribution Date would be equal to or less than the Minimum Seller Share for
such Distribution Date (determined using the amounts of the Current Seller
Share and Minimum Seller Share that would exist after making the distributions
of mortgages trustee principal receipts due on that Distribution Date on the
basis that the Cash Manager assumes that those mortgages trustee principal
receipts are distributed in the manner described under "- Mortgages trustee
allocation and distribution of mortgages trustee principal receipts prior to
the occurrence of a trigger event") in the prospectus, and (ii) a Seller Share
Event has not occurred on the immediately preceding Distribution Date);

     "Seller Share Event Distribution Date" means a Distribution Date on which
a Seller Share Event occurs;

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

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

     "Series 1 Class A1 Notes" means the $1,120,400,000 Series 1 Class A1
floating rate notes due June 2025;

     "Series 1 Class A2 Notes" means the $1,322,800,000 Series 1 Class A2
floating rate notes due June 2028;

     "Series 1 Class B Notes" means the $40,300,000 Series 1 Class B floating
rate notes due June 2044;

     "Series 1 Class C Notes" means the $73,500,000 Series 1 Class C floating
rate notes due June 2044;

     "Series 1 Class M Notes" means the $33,200,000 Series 1 Class M floating
rate notes due June 2044;

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

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

     "Series 2 Class A1 Notes" means the A1,340,000,000 Series 2 Class A1
floating rate notes due June 2044;

     "Series 2 Class A2 Notes" means the (GBP)244,000,000 Series 2 Class A2
floating rate notes due June 2044;

     "Series 2 Class B Notes" means the A92,000,000 Series 2 Class B floating
rate notes due June 2044;

     "Series 2 Class C Notes" means the A89,000,000 Series 2 Class C floating
rate notes due June 2044;

     "Series 2 Class M Notes" means the A53,500,000 Series 2 Class M floating
rate notes due June 2044;

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



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<PAGE>

     "Series 3 Class A Notes" means the (GBP)752,100,000 Series 3 Class A
floating rate notes due June 2044;

     "Series 3 Class B Notes" means the (GBP)38,900,000 Series 3 Class B
floating rate notes due June 2044;

     "Series 3 Class C Notes" means the (GBP)48,500,000 Series 3 Class C
floating rate notes due June 2044;

     "Series 3 Class M Notes" means the (GBP)26,500,000 Series 3 Class M
floating rate notes due June 2044;

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

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

     "Specified Office" means, the context may require, in relation to any of
the Agents, the office specified against the name of such Agent in the Current
Issuer Paying Agent and Agent Bank Agreement or such other specified notice as
may be notified to the Current Issuer and the Note Trustee pursuant to the
Current Issuer Paying Agent and Agency Bank Agreement;

     "Sterling", "Pounds Sterling" or "(GBP)" means the lawful currency for
the time being of the United Kingdom of Great Britain and Northern Ireland;

     "Sterling Notes" means the Series 2 Class A2 Notes and the Series 3
Notes;

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

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

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

     "Swap Collateral Ancillary Document" means any document (including,
without limitation, any custodial agreement or bank account agreement but
excluding the Current Issuer Swap Agreements, the Current Issuer Cash
Management Agreement and the Current Issuer Deed of Charge) as may be entered
into by the Current Issuer from time to time in connection with the Swap
Collateral;

     "Swap Collateral Available Principal Amount" means, at any time, the
amount of Swap Collateral which under the terms of the relevant Current Issuer
Swap Agreement may be applied at that time in satisfaction of the relevant
Swap Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Principal Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;

     "Swap Collateral Available Revenue Amount" means, at any time, the amount
of Swap Collateral which under the terms of the relevant Current Issuer Swap
Agreement may be applied at that time in satisfaction of the relevant Swap
Provider's obligations to the Current Issuer to the extent that such
obligations relate to payments to be made in connection with the Current
Issuer Pre-Enforcement Revenue Priority of Payments or Current Issuer
Post-Enforcement Priority of Payments, as the case may be;

     "Swap Collateral Cash Account" means an account opened in the name of the
Current Issuer for the purpose of holding Swap Collateral in cash and
maintained in accordance with the terms of the Current Issuer Cash Management
Agreement;



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<PAGE>

     "Swap Collateral Securities Account" means a securities account opened in
the name of the Current Issuer for the purpose of holding Swap Collateral in
the form of securities and maintained in accordance with the terms of the
Current Issuer Cash Management Agreement;

     "Swap Providers" means each of the Current Issuer Basis Rate Swap
Provider, the Current Issuer Dollar Currency Swap Provider and the Current
Issuer Euro Currency Swap Provider, or any one of them as the context
requires;

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

     "Transaction Documents" means the Current Issuer Corporate Services
Agreement, the Current Issuer Intercompany Loan Agreement, the Funding Deed of
Charge, the Second Priority Funding Deed of Charge, the Current Issuer Bank
Account Agreement, the Current Issuer Deed of Charge, the Current Issuer Trust
Deed, the Current Issuer Paying Agent and Agent Bank Agreement, the Current
Issuer Cash Management Agreement, the Current Issuer Post-Enforcement Call
Option Agreement, the Current Issuer Dollar Currency Swap Agreement, the
Current Issuer Euro Currency Swap Agreement, the Current Issuer Basis Rate
Swap Agreement, any Swap Collateral Ancillary Document, the Current Issuer
Subscription Agreement, the Current Issuer Underwriting Agreement, the Current
Issuer Master Definitions Schedule, the Funding (Granite 04-2) Guaranteed
Investment Contract, the Mortgages Trustee Guaranteed Investment Contract, the
Funding Guaranteed Investment Contract and such other related documents which
are referred to in the terms of the above documents;

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

     "Trigger Event" means an Asset Trigger Event or a Non-Asset Trigger
Event, as the case may be;

     "Trust Determination Date" means the first day (or, if not a London
Business Day, the next succeeding London Business Day) of each calendar month;

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

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

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



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