EXHIBIT 4.5.1







                               Dated 26 May 2004
                               -----------------





                          GRANITE MORTGAGES 04-2 PLC
                               as Current Issuer






                                      and






                             THE BANK OF NEW YORK
                                as Note Trustee









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

                               ISSUER TRUST DEED

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







                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937


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                            CROSS-REFERENCE TABLE*


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


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

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


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                               Table of Contents
Clause                                                                  Page

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SCHEDULE 1 FORMS OF GLOBAL NOTE CERTIFICATES..............................40
SCHEDULE 2 FORMS OF INDIVIDUAL NOTE CERTIFICATES..........................71
SCHEDULE 3 CURRENT ISSUER CONDITIONS OF THE NOTES.........................94
SCHEDULE 4 PROVISIONS FOR MEETINGS OF NOTEHOLDERS.........................95


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THIS ISSUER TRUST DEED is made on 26 May 2004

BETWEEN:

(1)  GRANITE MORTGAGES 04-2 PLC (registered number 5057377) a public limited
     company incorporated under the laws of England and Wales whose registered
     office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as Current
     Issuer; and

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

WHEREAS:

(A)  By a resolution of a duly authorised Board of Directors of the Current
     Issuer passed on 19 May 2004 the Current Issuer authorised the creation
     and issue of the Current Issuer Notes.

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

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

1.     Definitions

1.1    The provisions of:

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

       (b)  the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy LLP
            on 26 May, 2004,

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

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

1.2    All references in these presents:

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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

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

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

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

2.     Covenant to Repay etc.

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

       (a)  the Series 1 Class A1 Notes is limited to US$1,120,400,000;

       (b)  the Series 1 Class A2 Notes is limited to US$1,322,800,000;

       (c)  the Series 1 Class B Notes is limited to US$40,300,000;

       (d)  the Series 1 Class M Notes is limited to US$33,200,000;


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       (e)  the Series 1 Class C Notes is limited to US$73,500,000;

       (f)  the Series 2 Class A1 Notes is limited to (Euro)1,340,000,000;

       (g)  the Series 2 Class A2 Notes is limited to (GBP)244,000,000;

       (h)  the Series 2 Class B Notes is limited to (Euro)92,000,000;

       (i)  the Series 2 Class M Notes is limited to (Euro)53,500,000;

       (j)  the Series 2 Class C Notes is limited to (Euro)89,000,000;

       (k)  the Series 3 Class A Notes is limited to (GBP)752,100,000;

       (l)  the Series 3 Class B Notes is limited to (GBP)38,900,000;

       (m)  the Series 3 Class M Notes is limited to (GBP)26,500,000; and

       (n)  the Series 3 Class C Notes is limited to (GBP)48,500,000.

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

3.     Form, Issue and Deposit of Note Certificates

3.1    Global Note Certificates:

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

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

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


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

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

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

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

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


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

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

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

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

3.4    Form of Individual Note Certificates: The Individual Note Certificates
       shall be printed or typewritten in accordance with all applicable legal
       and stock exchange requirements and be in the form or substantially in
       the relevant form set out in Schedule 2 (Forms of Individual Note
       Certificates). Individual Note Certificates will be in the
       denominations, and transferable in units, of (i) US$1,000 and US$10,000
       (in the case of the Dollar Notes) (ii) (GBP)1,000 or (GBP)10,000 (in
       the case of the Sterling Notes) (iii) (Euro)1,000 or (Euro)500,000 (in
       the case of the Euro Notes) each, shall be serially numbered and shall
       be endorsed with the relevant Current Issuer Conditions and a form of
       transfer in the form or substantially in the relevant form also set out
       in Schedule 2 (Forms of Individual Note Certificates). Title to the
       Individual Note Certificates shall only pass by and upon the
       registration in the Register in respect thereof in accordance with the
       provisions of the Current Issuer Paying Agent and Agent Bank Agreement.
       The Individual Note Certificates shall be issued only in registered
       form and signed manually or in facsimile by a person duly authorised by
       or on behalf of the Current Issuer and the Current Issuer shall procure
       that the Individual Note Certificates shall be authenticated by or on
       behalf of the Registrar. Each Individual Note Certificate so executed
       and authenticated shall be a binding and valid obligation of the
       Current Issuer notwithstanding that such duly authorised person no
       longer holds that office at the time the Registrar authenticates the
       relevant Individual Note Certificate.

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


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

4.     Covenant of Compliance

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

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

5.     Covenants by the Current Issuer

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

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

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

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


                                      9
<PAGE>


       (d)  Information: so far as permitted by applicable law, give or
            procure to be given to the Note Trustee such opinions,
            certificates, information and evidence as it shall require and in
            such form as it shall require, including without limitation the
            procurement by the Current Issuer of all such certificates called
            for by the Note Trustee pursuant to these presents or the purpose
            of the discharge or exercise of the duties, trusts, powers,
            authorities and discretions vested in it under these presents or
            by operation of law;

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

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

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

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


                                      10
<PAGE>


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

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

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

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

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


                                      11
<PAGE>


            Registrar or Principal Paying Agent (as the case may be) has been
            appointed on terms previously approved in writing by the Note
            Trustee;

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

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

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

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

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


                                      12
<PAGE>

       (s)  Exercise of Redemption Rights: subject to paragraph (t) below, in
            the event that any notice of prepayment of the Current Issuer
            Intercompany Loan is given under Clause 8 (Prepayment) of the
            Intercompany Loan Terms and Conditions, the Current Issuer shall
            exercise its right to redeem the Current Issuer Notes on the same
            Payment Date under Condition 5(D) (Optional Redemption in Full)
            or, as applicable, Condition 5(E) (Optional Redemption for Tax and
            other Reasons);

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

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

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

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

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

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



                                      13
<PAGE>

            States as determined under United States income tax principles, and
            will not (and will use its best efforts to procure that any
            affiliate of the Current Issuer, including Funding, will not) take
            any position that would contradict the treatment of the Current
            Issuer Notes as indebtedness for United States federal income tax
            purposes;

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

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

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

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

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

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


                                      14
<PAGE>

            the Note Trustee to preserve, in as current a form as is reasonably
            practicable, all such information so furnished to it;

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

       (gg) Protection of Security: promptly after the execution and delivery
            of these presents and each supplement hereto, pursuant to Section
            314(b) of the Trust Indenture Act furnish to the Note Trustee an
            Opinion of Counsel stating that in the opinion of such counsel,
            appropriate steps have been taken to protect the security
            interests of the Note Trustee in the Current Issuer Charged
            Property under the Current Issuer Deed of Charge and reciting the
            details of such action, or stating that in the opinion of such
            counsel no such action is necessary; and the Current Issuer shall
            furnish annually to the Note Trustee, not more than three (3)
            months after the anniversary of the signing of this Deed,
            commencing with calendar year 2005, an Opinion of Counsel stating
            either that, in the opinion of such counsel, (i) such action has
            been taken as is necessary for the proper protection of the
            security interests of the Note Trustee in the Current Issuer
            Charged Property under the Current Issuer Deed of Charge and
            reciting the details of such action or (ii) no such action is
            necessary for any of such purposes;

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

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

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

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

6.     Enforcement

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





                                      15
<PAGE>


       Trustee may, at its discretion and without notice (and in compliance
       with Section 317(a) of the Trust Indenture Act), recover judgment in
       its own name and as trustee of an express trust against the Current
       Issuer for the whole amount of principal and interest remaining unpaid;
       institute such proceedings and/or take other action against or in
       relation to the Current Issuer or any other person as it may think fit
       to enforce the obligations of the Current Issuer under these presents,
       the Current Issuer Notes and/or any of the other Current Issuer
       Transaction Documents but it shall not be bound to take such action
       save as provided in Clause 7 (Proceedings, Actions and
       Indemnification).

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

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

7.     Proceedings, Actions and Indemnification

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

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

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

       (c)  in either case it shall have been indemnified and/or secured to
            its satisfaction against all liabilities, proceedings, claims,
            demands, costs, charges and



                                      16
<PAGE>


            expenses to which it may thereby become liable or which may be
            incurred by it in connection therewith,

      provided that:

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

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

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

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

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


                                      17
<PAGE>

       Conditions.

8.     Application of Moneys etc.

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

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

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

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

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



                                      18
<PAGE>

       and in accordance with the Current Issuer Paying Agent and Agent Bank
       Agreement.

9.     Remuneration and Indemnification of Note Trustee

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

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

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

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

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

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

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

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<PAGE>

       (a)  the negotiation, preparation and execution of, the exercise of its
            powers and discretions and the performance of its duties under
            these presents and any other Current Issuer Transaction Documents
            including, but not limited to legal and travelling expenses; and

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

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

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

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

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

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

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

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

9.8    Interest: Subject as provided in Clause 9.9 (Payment), all sums payable
       by the Current Issuer under this Clause 9 (Remuneration and
       Indemnification of Note


                                      20
<PAGE>

       Trustee) shall be payable on demand or, in the case of any remuneration
       payable under Clause 9.1 (Normal Remuneration) on the due date
       specified therein and shall carry interest at the rate per annum, which
       is one per cent. per annum above the base rate from time to time of the
       National Westminster Bank Plc from the date on which they were paid,
       charged or incurred by the Note Trustee or, in the case of
       remuneration, the due date for payment thereof, to the date of actual
       payment, and in all other cases shall (if not paid on the date
       specified in such demand or, if later, within three days after such
       demand and, in either case, the Note Trustee so requires) carry
       interest at such rate from the date specified in such demand.

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

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

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

10.    Supplement to the Trustee Acts

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

10.2   Reliance on Information:

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


                                      21
<PAGE>

            shall not be authentic provided that such error or lack of
            authenticity is not manifest.

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

10.3   Powers and Duties:

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

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

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

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


                                      22
<PAGE>


            Note Trustee or might have been discovered upon examination,
            inquiry or investigation and whether or not capable of remedy.

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

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

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

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

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

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

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

       (l)  The Note Trustee shall not be liable or responsible for any loss,
            cost, damage, expense or inconvenience which may result from
            anything done or omitted to


                                      23
<PAGE>

            be done by it under these presents or under any of the other
            Current Issuer Transaction Documents save where the same arises as
            a result of the Note Trustee's fraud, wilful default or negligence.

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

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

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

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

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

            (i)  without prejudice to the provisions of sub-paragraph (ii) below
                 where it is required to have regard to the interests of the
                 Noteholders, it shall have regard to the interests of the
                 Noteholders as a class and, in particular but without prejudice
                 to the generality of the foregoing, shall not have regard to,
                 or be in any way liable for, the consequences of any


                                      24
<PAGE>

                 exercise thereof for any individual Noteholder resulting from
                 their being domiciled or resident or otherwise connected with
                 or subject to the jurisdiction of, any particular territory or
                 any political sub-division thereof and the Note Trustee shall
                 not be entitled to require, nor shall any Noteholder be
                 entitled to claim, from the Current Issuer, the Note Trustee
                 or any other person any indemnification or payment in respect
                 of any tax consequence of any such exercise upon individual
                 Noteholders;

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

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

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

       (s)  The Note Trustee may, in the conduct of its trust business,
            instead of acting personally, employ and pay an agent on any
            terms, whether or not a lawyer or other professional person, to
            transact or conduct, or concur in transacting or


                                      25
<PAGE>

            conducting, any business and to do or concur in doing all acts
            required to be done by the Note Trustee (including the receipt and
            payment of monies).

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

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

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

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

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


                                      26
<PAGE>

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

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

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

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

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

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


                                      27
<PAGE>

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

       (ff) The Note Trustee shall not be liable to the Current Issuer or any
            Noteholder by reason of having accepted as valid or not having
            rejected any entry on the Register later found to be forged or not
            authentic and can assume for all purposes in relation hereto that
            any entry on the Register is correct.

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

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

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

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

       (kk) The Note Trustee shall comply with Trust Indenture Act Section
            311(a), excluding any creditor relationship listed in Trust
            Indenture Act Section 311(b). A Note Trustee who has resigned or
            been removed shall be subject to


                                      28
<PAGE>

            Trust Indenture Act Section 311(a) to the extent indicated therein.
            The provisions of Trust Indenture Act Section 311 shall apply to
            the Current Issuer as the obligor of the Current Issuer Notes.

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

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

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

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

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

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

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

       (ss) The Note Trustee shall have no liability whatsoever for any loss,
            cost, damages or expenses directly or indirectly suffered or
            incurred by a person as



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<PAGE>

            a result of the delivery by the Note Trustee to the Current Issuer
            or to any other party to the Current Issuer Transaction Documents
            of a certificate as to material prejudice pursuant to the Current
            Issuer Conditions or any Current Issuer Transaction Documents on
            the basis of an opinion formed by it in good faith.

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

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

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

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

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

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

10.7   Delivery of Certificates: The Note Trustee shall have no liability
       whatsoever for any loss, cost damages or expenses directly or
       indirectly suffered or incurred by the


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<PAGE>

       Current Issuer, any Noteholder or any other person as a result of the
       delivery by the Note Trustee of a certificate, or the omission by it to
       deliver a certificate, to the Current Issuer as to material prejudice,
       on the basis of an opinion formed by it in good faith.

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

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

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

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

10.12  Note Trustee Liable for Negligence etc.: Notwithstanding any other
       provision of




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<PAGE>

       these presents, in compliance with Section 315(d) of the Trust Indenture
       Act, none of the provisions of these presents shall, in any case in
       which the Note Trustee has failed to show the degree of care and
       diligence required of it as trustee under these presents (including any
       requirement under the Trust Indenture Act), having regard to the
       provisions of these presents conferring on the Note Trustee any powers,
       authorities or discretions, relieve the Note Trustee from or indemnify
       the Note Trustee against any liabilities which by virtue of any rule of
       law (including any provision of the Trust Indenture Act) would
       otherwise attach to it in respect of any negligence, default, breach of
       duty or breach of trust of which it may be guilty in relation to its
       duties under these presents.

11.    Modification and Waiver

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

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



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<PAGE>

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

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

12.    Entitlement to Treat holder as owner

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

13.    Currency Indemnity

13.1   Currency and Indemnity: The sole currency of account and payment (the
       "Contractual Currency") for all sums payable by the Current Issuer
       under or in connection with these presents, the Current Issuer Notes
       and the other Current Issuer Secured Obligations including damages is
       (a) in relation to any class of Current Issuer Notes, the currency in
       which such class of Current Issuer Notes is denominated and




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<PAGE>

       (b) in relation to Clauses 9.1 (Normal Remuneration), 9.2 (Extra
       Remuneration), 9.3 (Failure to Agree), 9.4 (Expenses), 9.5 (Indemnity),
       9.7 (VAT) and 9.8 (Interest), pounds sterling. An amount received or
       recovered in a currency other than the Contractual Currency (whether as
       a result of, or of the enforcement of, a judgment or order of a court
       of any jurisdiction, in the winding-up or dissolution of the Current
       Issuer or otherwise), by the Note Trustee or any Noteholder or other
       Current Issuer Secured Creditors in respect of any sum expressed to be
       due to it from the Current Issuer will only discharge the Current
       Issuer to the extent of the Contractual Currency amount which the
       recipient is able to purchase with the amount so received or recovered
       in that other currency on the date of that receipt or recovery (or, if
       it is not practicable to make that purchase on that date, on the first
       date on which it is practicable to do so). If the Contractual Currency
       amount is less than the Contractual Currency amount expressed to be due
       to the recipient under these presents or the Current Issuer Notes, or
       the other Current Issuer Transaction Documents the Current Issuer will
       indemnify the recipient against any loss sustained by it as a result.
       In any event, the Current Issuer will indemnify the recipient against
       the cost of making any such purchase.

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

14.    Appointment, Removal and Retirement of Note Trustee

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

14.2   Eligibility and Disqualification: This Deed shall always have a Note
       Trustee which shall be eligible to act as Note Trustee under Trust
       Indenture Act Sections 310(a)(1) and 310(a)(2). The Note Trustee shall
       have a combined capital and surplus of at least $50,000,000 as set
       forth in its most recent published annual report of condition. If the



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<PAGE>


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

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

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

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

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

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

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



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<PAGE>

14.5   Retirement or Removal of Note Trustee: Subject as provided in Clause
       14.6 (Retirement or Removal not Effective), any Note Trustee for the
       time being of this Deed may retire at any time upon giving not less
       than three months' prior notice in writing to the Current Issuer
       without assigning any reason therefor and without being responsible for
       any costs resulting from such retirement. The Noteholders may by
       Extraordinary Resolution of each class of Noteholders remove any
       trustee or trustees for the time being of these presents

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

15.    Trust Indenture Act Prevails

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

16.    Certificates and Opinions

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

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

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

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




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<PAGE>

       include:

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

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

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

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

17.    Release of Collateral

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

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

17.3   No Impairment: Whenever any property is to be released from the
       security




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<PAGE>

       constituted by the Current Issuer Deed of Charge, the Current Issuer
       shall also furnish to the Note Trustee an Officer's Certificate
       certifying or stating the opinion of each person signing such
       certificate that in the opinion of such person the proposed release will
       not impair the security under the Current Issuer Deed of Charge in
       contravention of the provisions hereof.

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

18.    Rights Cumulative

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

19.    Notices

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

       (a)  in the case of the Current Issuer, to Granite Mortgages 04-2 plc c/o
            Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile number 020
            7606 0643) for the attention of The Company Secretary with a copy to
            Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon
            Tyne NE3 4PL (facsimile number 0191 213 2203) for the attention of
            the Group Secretary;

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

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



                                      38
<PAGE>

19.2   Communications by Noteholders with other Noteholders: Noteholders may
       communicate pursuant to Trust Indenture Act Section 312(b) with other
       Noteholders with respect to their rights under these presents or the
       Current Issuer Notes. The Current Issuer and the Note Trustee shall
       have the protection of Trust Indenture Act Section 312(c).

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

20.    Third Party Rights

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

21.    Execution in Counterparts; Severability

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

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

22.    Governing Law and Jurisdiction; Appropriate Forum

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

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

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

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



                                      39
<PAGE>

                                  SCHEDULE 1

                       FORMS OF GLOBAL NOTE CERTIFICATES

                          GRANITE MORTGAGES 04-2 PLC
        (Incorporated with limited liability in England and Wales with
                          registered number 5057377)

                  SERIES 1 CLASS [o] GLOBAL NOTE CERTIFICATE

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


1.     Introduction

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

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

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that:

                                  CEDE & CO.

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

                                [o] US Dollars

                                   (US$[o])



                                      40
<PAGE>

       in aggregate principal amount of the Notes.

4.     Promise to pay

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

5.     Exchange for Individual Note Certificates

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

6.     Delivery of Individual Note Certificates

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





                                      41
<PAGE>

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

7.     Payments

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

8.     Conditions apply

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

9.     Tax Treatment

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

10.    Notices

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

11.    Determination of Entitlement

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

12.    Authentication

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

13.    Definitions

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



                                      42
<PAGE>

14.    Rights of Third Parties

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

15.    Governing law

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

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



                                      43
<PAGE>



GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o] 2004.

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



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



                                      44
<PAGE>


FORM OF TRANSFER

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



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


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


Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to US$10,000 or an
       integral multiple of U.S.$1,000 in excess thereof.





                                      45
<PAGE>

[Attached to the Global Note Certificate:]

       [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                   REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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






                                      46
<PAGE>


                        FORM OF GLOBAL NOTE CERTIFICATE

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



                                      47
<PAGE>

                          GRANITE MORTGAGES 04-2 PLC
        (Incorporated with limited liability in England and Wales with
                          registered number 5057377)

                  SERIES 2 CLASS [o] GLOBAL NOTE CERTIFICATE

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


1.     Introduction

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

                                   [o] Euro
                                  ((Euro)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                                   [o] Euro

                                  ((Euro)[o])

       in aggregate principal amount of the Notes.




                                      48
<PAGE>

4.     Promise to pay

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

5.     Exchange for Individual Note Certificates

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

6.     Delivery of Individual Note Certificates

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





                                      49
<PAGE>

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

7.     Payments

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

8.     Conditions apply

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

9.     Notices

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

10.    Determination of Entitlement

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

11.    Authentication

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

12.    Definitions

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

13.    Rights of Third Parties

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




                                      50
<PAGE>

14.    Governing law

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

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



                                      51
<PAGE>


GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o] 2004.

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




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



                                      52
<PAGE>


FORM OF TRANSFER

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




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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (Euro)500,000
       or an integral multiple of (Euro)1,000 in excess thereof.



                                      53
<PAGE>


[Attached to the Global Note Certificate:]

     [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                         REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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




                                      54
<PAGE>

                        FORM OF GLOBAL NOTE CERTIFICATE

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



                                      55
<PAGE>

                          GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)

                    SERIES 2 CLASS A2 GLOBAL NOTE CERTIFICATE

                                  representing
             (GBP)[o] Series 2 Class A2 Floating Rate Notes due [o]


1.     Introduction

       This Series 2 Class A2 Global Note Certificate is issued in respect of
       the (GBP)[o] Series 2 Class A2 Floating Rate Notes due [o] (the "Notes")
       of Granite Mortgages 04-2 plc (the "Current Issuer"), and is limited to
       the aggregate principal amount of

                              [o] Pounds Sterling
                                  ((GBP)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                              [o] Pounds Sterling

                                  ((GBP)[o])

       in aggregate principal amount of the Notes.



                                       56
<PAGE>

4.     Promise to pay

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

5.     Exchange for Individual Note Certificates

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

6.     Delivery of Individual Note Certificates

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






                                       57
<PAGE>


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

7.     Payments

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

8.     Conditions apply

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

9.     Notices

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

10.    Determination of Entitlement

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

11.    Authentication

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

12.    Definitions

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

13.    Rights of Third Parties

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




                                       58
<PAGE>

14.    Governing law

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

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



                                       59
<PAGE>


GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o] 2004.

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




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



                                       60
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED  ..................................................., being
the registered holder of this Global Note Certificate, hereby transfers to
...............................................................................
...............................................................................
of ...........................................................................
...............................................................................
................................., (GBP) ......................................
in principal amount of the (GBP)[amount] Series 2 Class A2 Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-2 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.




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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (GBP)10,000 or
       an integral multiple of (GBP)1,000 in excess thereof.



                                       61
<PAGE>


[Attached to the Global Note Certificate:]

           [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                    REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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




                                       62
<PAGE>


                        FORM OF GLOBAL NOTE CERTIFICATE

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




                                       63
<PAGE>


                           GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)

                  SERIES 3 CLASS [o] GLOBAL NOTE CERTIFICATE

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

1.     Introduction

       This Series 3 Class [o] Global Note Certificate is issued in respect of
       the (GBP) [o] Series 3 Class [o] Floating Rate Notes due [o] (the
       "Notes") of Granite Mortgages 04-2 plc (the "Current Issuer"), and is
       limited to the aggregate principal amount of

                              [o] Pounds Sterling
                                  ((GBP)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that:

                             CITIVIC NOMINEES LTD.

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

                              [o] Pounds Sterling

                                  ((GBP)[o])

       in aggregate principal amount of the Notes.



                                       64
<PAGE>

4.     Promise to pay

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

5.     Exchange for Individual Note Certificates

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

6.     Delivery of Individual Note Certificates

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




                                       65
<PAGE>

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

7.     Payments

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

8.     Conditions apply

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

9.     Notices

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

10.    Determination of Entitlement

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

11.    Authentication

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

12.    Definitions

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

13.    Rights of Third Parties

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



                                       66
<PAGE>

14.    Governing law

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

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



                                       67
<PAGE>

GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o] 2004.

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



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



                                       68
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED  ................................., being the registered
holder of this Global Note Certificate, hereby transfers to ..................
...............................................................................
of ...........................................................................
...............................................................................
...............................................................................
........................................,  (GBP)....................  in
principal amount of the (GBP)[amount] Series 3 Class [o] Floating Rate Notes
due [maturity] (the "Notes") of Granite Mortgages 04-2 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.


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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (GBP)10,000 or
       an integral multiple of (GBP)1,000 in excess thereof.



                                       69
<PAGE>


[Attached to the Global Note Certificate:]

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                        REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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




                                       70
<PAGE>

                                  SCHEDULE 2
                     FORMS OF INDIVIDUAL NOTE CERTIFICATES

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

                          GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)


                SERIES 1 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

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


1.     Introduction

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

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

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that

                                 [Noteholder]

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



                                       71
<PAGE>

                                    US$[o]

                         US Dollars [amount in words]

       in aggregate principal amount of the Notes.

4.     Promise to pay

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

5.     Payments

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

6.     Conditions apply

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

7.     Determination of Entitlement

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

8.     Authentication

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



                                       72
<PAGE>

9.     Tax Treatment

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

10.    Definitions

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

11.    Rights of Third Parties

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

12.    Governing law

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

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

GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o].

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




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



                                       73
<PAGE>

FORM OF TRANSFER

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

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

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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to US$10,000 or an
       integral multiple of U.S.$1,000 in excess thereof.



                                       74
<PAGE>

[Attached to the Individual Note Certificate:]

           [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                        REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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



                                       75
<PAGE>

                      FORM OF INDIVIDUAL NOTE CERTIFICATE

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







                                       76
<PAGE>


                          GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)

                SERIES 2 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

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


1.     Introduction

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

                                    [o] Euro
                                   ((Euro)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that

                                 [Noteholder]

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



                                       77
<PAGE>

                                   (Euro)[o]

                             Euro[amount in words]

       in aggregate principal amount of the Notes.

4.     Promise to pay

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

5.     Payments

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

6.     Conditions apply

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

7.     Determination of Entitlement

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

8.     Authentication

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

9.     Definitions

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




                                       78
<PAGE>

10.    Rights of Third Parties

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

11.    Governing law

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

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

GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o].

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




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



                                       79
<PAGE>


FORM OF TRANSFER

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

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


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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (Euro)500,000
       or an integral multiple of (Euro)1,000 in excess thereof.



                                       80
<PAGE>


[Attached to the Individual Note Certificate:]

           [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT               REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                       81
<PAGE>


                      FORM OF INDIVIDUAL NOTE CERTIFICATE

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







                                       82
<PAGE>

                          GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)

                 SERIES 2 CLASS A2 INDIVIDUAL NOTE CERTIFICATE

                                  representing
             (GBP)[o] Series 2 Class A2 Floating Rate Notes Due [o]


1.     Introduction

       This Series 2 Class A2 Individual Note Certificate is issued in respect
       of the (GBP)[o] Series 2 Class A2 Floating Rate Notes due [o] (the
       "Notes") of Granite Mortgages 04-2 plc (the "Current Issuer"), limited to
       the aggregate principal amount of

                               [o] Pounds Sterling
                                  ((GBP)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that

                                 [Noteholder]

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




                                       83
<PAGE>

                                   (GBP)[o]

                       Pounds Sterling [amount in words]

       in aggregate principal amount of the Notes.

4.     Promise to pay

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

5.     Payments

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

6.     Conditions apply

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

7.     Determination of Entitlement

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

8.     Authentication

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

9.     Definitions

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



                                       84
<PAGE>

10.    Rights of Third Parties

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

11.    Governing law

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

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

GRANITE MORTGAGES 04-2 PLC


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

ISSUED in London, England on [o].

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




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



                                       85
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED  ................................., being the registered
holder of this Individual Note Certificate, hereby transfers to ..............
...............................................................................
of ...........................................................................
..............................................................................,
(GBP) ..................................... in principal amount of the
(GBP)[amount] Series 2 Class A2 Floating Rate Notes due [maturity] (the
"Notes") of Granite Mortgages 04-2 plc (the "Current Issuer") and irrevocably
requests and authorises Citibank, N.A., in its capacity as Registrar in
relation to the Notes (or any successor to Citibank, N.A., in its capacity as
such) to effect the relevant transfer by means of appropriate entries in the
Register kept by it.

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


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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (GBP)100,000
       or an integral multiple of (GBP)1,000 in excess thereof.



                                       86
<PAGE>


[Attached to the Individual Note Certificate:]

           [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                       REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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




                                       87
<PAGE>


                      FORM OF INDIVIDUAL NOTE CERTIFICATE

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




                                       88
<PAGE>

                          GRANITE MORTGAGES 04-2 PLC
         (Incorporated with limited liability in England and Wales with
                           registered number 5057377)

                 SERIES 3 CLASS [o] INDIVIDUAL NOTE CERTIFICATE

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


1.     Introduction

       This Series 3 Class [o] Individual Note Certificate is issued in respect
       of the (GBP) [o] Series 3 Class [o] Floating Rate Notes due [o] (the
       "Notes") of Granite Mortgages 04-2 plc (the "Current Issuer"), limited to
       the aggregate principal amount of

                               [o] Pounds Sterling
                                   ((GBP)[o])

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

2.     References to Conditions

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

3.     Registered Holder

       This is to certify that

                                  [Noteholder]

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

                                    (GBP) [o]

                                       89
<PAGE>

                        Pounds Sterling [amount in words]

       in aggregate principal amount of the Notes.

4.     Promise to pay

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

5.     Payments

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

6.     Conditions apply

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

7.     Determination of Entitlement

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

8.     Authentication

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

9.     Definitions

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



                                       90
<PAGE>

10.    Rights of Third Parties

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

11.    Governing law

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

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

GRANITE MORTGAGES 04-2 PLC



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

ISSUED in London, England on [o].

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


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



                                       91
<PAGE>


FORM OF TRANSFER

FOR VALUE RECEIVED  ......................................., being the
registered holder of this Individual Note Certificate, hereby transfers
to...........................................................................
of ..........................................................................
..............................................................................
.............................................,  (GBP)  .......................
in principal amount of the (GBP) [amount] Series 3 Class [o] Floating Rate
Notes due [maturity] (the "Notes") of Granite Mortgages 04-2 plc (the "Current
Issuer") and irrevocably requests and authorises Citibank, N.A., in its
capacity as Registrar in relation to the Notes (or any successor to Citibank,
N.A., in its capacity as such) to effect the relevant transfer by means of
appropriate entries in the Register kept by it.

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

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

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

Notes

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

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

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

(c)    Any transfer of Notes shall be in an amount equal to (GBP)10,000 or
       an integral multiple of (GBP)1,000 in excess thereof.



                                       92
<PAGE>



[Attached to the Individual Note Certificate:]

           [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                   REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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





                                       93
<PAGE>

                                  SCHEDULE 3
                    CURRENT ISSUER CONDITIONS OF THE NOTES



                                       94
<PAGE>

                                  SCHEDULE 4
                    PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1      (A)   Definitions

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

             "Basic Terms Modification" means any of the following
             matters, namely:

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

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

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

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

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

             "Block Voting Instruction" shall mean, in relation to any
             Meeting, an English language document issued by the
             Registrar and dated in which:

             (a)  it is certified that:

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

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



                                      95
<PAGE>

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

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

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

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

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

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

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

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

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



                                      96
<PAGE>

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

             "Current Issuer Notes" and "Noteholders" shall mean:

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

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

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

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

             "Written Resolution" means a resolution in writing signed by or
             on behalf of all holders of a class of Current Issuer Notes who
             for the time being are entitled to receive notice of a Meeting in
             accordance with the provisions of this Schedule, whether
             contained in one document or several documents in the same form,
             each signed by or on behalf of one or more such holders of the
             relevant class of Current Issuer Notes;

             "24 hours" means a period of 24 hours including all or part of a
             day upon which banks are open for business in both the place
             where the relevant Meeting is to be held and in each of the
             places where the Paying Agents have their Specified Offices
             (disregarding for this purpose the day upon which such Meeting is
             to be held) and such period shall be extended by one period or,
             to the extent necessary, more periods of 24 hours until there is
             included as aforesaid all or part of a day upon which banks are
             open for business in all of the places as aforesaid; and

             "48 hours" means 2 consecutive periods of 24 hours.

(B)    Issue of Block Voting Instructions

       The holder of a Current Issuer Note may require the Registrar to issue
       a Block Voting Instruction by arranging (to the satisfaction of the
       Registrar) for such Current Issuer Note to be blocked in an account
       with a clearing system not later than 48 hours before the time fixed
       for the relevant Meeting. The holder of a Current Issuer Note may
       require the Registrar to issue a Block Voting Instruction by delivering
       to the Registrar written instructions not later than 48 hours before
       the time fixed for the relevant Meeting. Any holder of a Current Issuer
       Note may obtain an uncompleted and unexecuted Form of Proxy from the
       Registrar. A Block Voting Instruction and a Form of Proxy cannot be
       outstanding simultaneously in respect of the same Current Issuer Note.



                                      97
<PAGE>

(C)    References to Blocking/Release of Current Issuer Notes

       Where Current Issuer Notes are represented by Global Note Certificates
       or are held in individual certificated form within a Clearing System)
       references to blocking or release, of Current Issuer Notes shall be
       construed in accordance with the usual practices (including blocking
       the relevant account) of the relevant Clearing System.

(D)    Issue of Forms of Proxy

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

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

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

2.     Convening of Meeting

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

3.     Notice

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



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<PAGE>

4.     Chairman

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

5.     Quorum

       Subject as provided in the Current Issuer Conditions:

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

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

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



                                      99
<PAGE>

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

6.     Adjournment for want of quorum

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

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

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

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

7.     Notice following Adjournment

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

8.     Show of hands

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



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<PAGE>

9.     Chairman's declaration

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

10.    Poll

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

11.    Adjourned Meeting

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

12.    Limitation on Adjournments

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

13.    Participation

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




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<PAGE>

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

14.    Votes

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

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

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

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

15.    Proxies need not be Noteholders

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

16.    Deposit of votes

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

17.    Validity of Votes by Proxies

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




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<PAGE>

       force in relation to such Meeting when it is resumed. Any person
       appointed to vote at such a Meeting must be re-appointed under a Block
       Voting Instruction or Form of Proxy to vote at the Meeting when it is
       resumed.

18.    Record Date

       The Current Issuer may fix a record date for the purposes of any
       Meeting or any resumption thereof following its adjournment for want of
       a quorum provided that such record date is not more than 10 days prior
       to the time fixed for such Meeting or (as the case may be) its
       resumption. The person in whose name a Current Issuer Note is
       registered in the Register on the record date at close of business in
       the city in which the Registrar has its Specified Office shall be
       deemed to be the holder of such Current Issuer Note for the purposes of
       such Meeting and notwithstanding any subsequent transfer of such
       Current Issuer Note or entries in the Register; and provided that any
       Proxy appointed pursuant to a Form of Proxy shall so long as such
       appointment remains in force, be deemed for all purposes in connection
       with any Meeting or proposed Meeting specified in such appointment, to
       be the holder of the Current Issuer Note to which such appointment
       relates and the holder of the Current Issuer Note shall be deemed for
       the purposes not to be the holder.

19.    Powers

       Subject always to the provisions of Clause 11 (Modification and Waiver)
       of the Current Issuer Trust Deed and the Current Issuer Conditions, a
       Meeting shall, in addition to the powers hereinbefore given, have the
       following powers exercisable only by Extraordinary Resolution (subject
       to the provisions relating to quorum contained in paragraphs 5 (Quorum)
       and 6 (Adjournment for want of Quorum) above) namely:

       (A)    power to sanction any compromise or arrangement proposed
              to be made between the Current Issuer, the Note Trustee,
              any appointee of the Note Trustee and the Noteholders or
              any of them;

       (B)    power to sanction any abrogation, modification, compromise or
              arrangement in respect of the rights of the Note Trustee, any
              appointee of the Note Trustee, the Noteholders or the Current
              Issuer against any other or others of them or against any other
              party to any of the Current Issuer Transaction Documents or
              against any of their property whether such rights shall arise
              under the Current Issuer Trust Deed, any other Current Issuer
              Transaction Document or otherwise;

       (C)    power to assent to any modification of the provisions of the
              Current Issuer Conditions, the Current Issuer Trust Deed or any
              other Current Issuer Transaction Document which shall be
              proposed by the Current Issuer, the Note Trustee, or any
              Noteholder or any other person;

       (D)    power to give any authority or sanction which under the
              provisions of the Current Issuer Conditions or the Current
              Issuer Trust Deed is required to be given by Extraordinary
              Resolution;



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<PAGE>

       (E)    power to appoint any persons (whether Noteholders or not) as a
              committee or committees to represent the interests of the
              Noteholders and to confer upon such committee or committees any
              powers or discretions which the Noteholders could themselves
              exercise by Extraordinary Resolution;

       (F)    power to approve of a person to be appointed a trustee and power
              to remove any trustee or trustees for the time being of the
              Current Issuer Trust Deed;

       (G)    power to discharge or exonerate the Note Trustee and/or any
              appointee of the Note Trustee from all liability in respect of
              any act or omission for which the Note Trustee and/or such
              appointee may have become responsible under the Current Issuer
              Trust Deed;

       (H)    power to remove any trustee;

       (I)    power to authorise the Note Trustee and/or any appointee of the
              Note Trustee to concur in and execute and do all such deeds,
              instruments, acts and things as may be necessary to carry out
              and give effect to any Extraordinary Resolution;

       (J)    power to sanction any scheme or proposal for the exchange or
              sale of the Current Issuer Notes for or the conversion of the
              Current Issuer Notes into or the cancellation of the Current
              Issuer Notes in consideration of shares, stock, notes, bonds,
              debentures, debenture stock and/or other obligations and/or
              notes of the Current Issuer or any other company formed or to be
              formed, or for or into or in consideration of cash, or partly
              for or into or in consideration of such shares, stock, notes,
              bonds, debentures, debenture stock and/or other obligations
              and/or notes as aforesaid and partly for or into or in
              consideration of cash and for the appointment of some person
              with power on behalf of the Noteholders to execute an instrument
              of transfer of the Individual Note Certificates held by them in
              favour of the persons with or to whom the Current Issuer Notes
              are to be exchanged or sold respectively,

       provided, however, that:

       (i)    no Extraordinary Resolution of the Senior Noteholders or the
              Mezzanine Noteholders or the Class M Noteholders or the Junior
              Noteholders to sanction a Basic Terms Modification shall be
              effective for any purpose unless it shall have been sanctioned
              by an Extraordinary Resolution of (aa) (in the case of an
              Extraordinary Resolution of the Senior Noteholders) the
              Mezzanine Noteholders, the Class M Noteholders and the Junior
              Noteholders or (bb) (in the case of an Extraordinary Resolution
              of the Mezzanine Noteholders) the Senior Noteholders (to the
              extent that any Senior Notes are then outstanding), the Class M
              Noteholders and the Junior Noteholders or (cc) (in the case of
              an Extraordinary Resolution of the Class M Noteholders) the
              Senior Noteholders, the Mezzanine Noteholders (to the extent
              that any Senior Notes and/or Mezzanine Notes are then
              outstanding) and the Junior Noteholders, or (dd) (in the case of
              an Extraordinary Resolution of the Junior Noteholders) the
              Senior Noteholders, the Class M Noteholders and the Mezzanine
              Noteholders (to the extent that any Senior Notes, Class M Notes
              and/or Mezzanine Notes are then outstanding).



                                     104
<PAGE>

       (ii)   subject as provided above in relation to an Extraordinary
              Resolution concerning a Basic Terms Modification, no
              Extraordinary Resolution of the Mezzanine Noteholders shall be
              effective for any purpose while any Senior Notes remain
              outstanding unless either (aa) the Note Trustee is of the
              opinion that it will not be materially prejudicial to the
              interests of any or all of the Senior Noteholders or (bb) it is
              sanctioned by an Extraordinary Resolution of the Senior
              Noteholders.

       (iii)  subject as provided above in relation to an Extraordinary
              Resolution concerning a Basic Terms Modification, no
              Extraordinary Resolution of the Class M Noteholders shall be
              effective for any purpose while any Senior Notes or Mezzanine
              Notes remain outstanding unless either (aa) the Note Trustee is
              of the opinion that it will not be materially prejudicial to the
              interests of any or all of the Senior Noteholders and/or
              Mezzanine Noteholders (as the case may be) or (bb) it is
              sanctioned by an Extraordinary Resolution of the Senior
              Noteholders and/or Mezzanine Noteholders.

       (iv)   subject as provided above in relation to an Extraordinary
              Resolution concerning a Basic Terms Modification, no
              Extraordinary Resolution of the Junior Noteholders shall be
              effective for any purpose while any Senior Notes, Mezzanine
              Notes or Class M Notes remain outstanding unless either (aa) the
              Note Trustee is of the opinion that it will not be materially
              prejudicial to the interests of any or all of the Senior
              Noteholders, the Mezzanine Noteholders and/or the Class M
              Noteholders (as the case may be) or (bb) it is sanctioned by an
              Extraordinary Resolution of the Senior Noteholders, the
              Mezzanine Noteholders and/or the Class M Noteholders (as the
              case may be).

20.    Extraordinary Resolution binds all Noteholders

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

21.    Senior Notes

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

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

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



                                     105
<PAGE>

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

22.    Mezzanine Notes

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

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

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

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

23.    Class M Notes

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

       (i)    a single Meeting of the holders of all series of the
              Class M Notes may be held whether or not there is a
              conflict of interest between the holders of such 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 US Dollars or Euro shall be converted
              into Sterling at the relevant Dollar Currency Swap Rate
              or the Euro Currency Swap Rate, as the case may be.

24.    Junior Notes

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

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

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




                                     106
<PAGE>

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

25.    Minutes

       Minutes of all resolutions and proceedings at every Meeting shall be
       made and entered in books to be from time to time provided for that
       purpose by the Current Issuer and any such minutes as aforesaid if
       purporting to be signed by the Chairman of the Meeting at which such
       resolutions were passed or proceedings transacted shall be conclusive
       evidence of the matters therein contained and until the contrary is
       proved every such Meeting in respect of the proceedings of which
       minutes have been made shall be deemed to have been duly held and
       convened and all resolutions passed or proceedings transacted thereat
       to have been duly passed or transacted.

26.    Further Regulations

       Subject to all other provisions of the Current Issuer Trust Deed, the
       Note Trustee may without the consent of the Current Issuer or the
       Noteholders:-

       (i)    prescribe such further regulations regarding the
              requisitioning and/or the holding of Meetings of
              Noteholders and attendance and voting thereat as the Note
              Trustee may in its sole discretion think fit; and

       (ii)   interpret the Current Issuer Conditions in the context of
              the more detailed provisions set out herein.



                                     107
<PAGE>

                                EXECUTION PAGE

<TABLE>
<CAPTION>

<S>                                                <C>
The Current Issuer
Executed by
GRANITE MORTGAGES 04-2 PLC
as its deed as follows:                            By
Signed for and on its behalf by one of its                  --------------------------------------------
directors and by another of its directors/its               for and on behalf of LDC
secretary                                                   Securitisation Director No.1 Limited

                                                   Name     Clive Rakestrow
                                                            --------------------------------------------


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

                                                   Name     Sharon Tyson
                                                            --------------------------------------------

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

                                                   Name
                                                            ---------------------------------------------


</TABLE>




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