Exhibit 4.6.1

                                                               EXECUTION VERSION


                             Dated 19 January 2005




                            GRANITE MASTER ISSUER plc
                                as Master Issuer






                                     - and -






                              THE BANK OF NEW YORK
                                 as Note Trustee









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                        SECOND AMENDED ISSUER TRUST DEED


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                                 SIDLEY AUSTIN
                                 -------------
                                     SIDLEY

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                     CROSS-REFERENCE TABLE*

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

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

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


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                                    CONTENTS

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

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

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

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

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

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

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

8.  Application of Moneys etc................................................20

9.  Remuneration and Indemnification of Note Trustee.........................21

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

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

12. Entitlement to Treat holder as owner.....................................37

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

14. Appointment, Removal and Retirement of Note Trustee......................38

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

16. Certificates and Opinions................................................40

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

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

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

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

21. Governing Law and Jurisdiction: Appropriate Forum........................42

    SCHEDULE 1 FORM OF GLOBAL NOTE CERTIFICATE...............................43

    SCHEDULE 2 FORM OF INDIVIDUAL NOTE CERTIFICATES..........................51

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

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


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THIS ISSUER TRUST DEED WAS MADE ON 19 JANUARY, 2005 AND AMENDED AND RESTATED
PURSUANT TO DEEDS OF AMENDMENT AND RESTATEMENT DATED 26 AUGUST, 2005 AND 17 MAY,
2007 BETWEEN:

(1)   GRANITE MASTER ISSUER plc, (registered number 5250668) a public limited
      company incorporated under the laws of England and Wales, whose registered
      office is at Fifth Floor, 100 Wood Street, London EC2V 7EX, as Master
      Issuer; and

(2)   THE BANK OF NEW YORK, a New York banking corporation acting through its
      London branch at 40th Floor, One Canada Square, London E14 5AL in its
      capacity as Note Trustee.

WHEREAS:

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

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

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

1.    Definitions

1.1   The provisions of:

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

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

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

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

1.2   All references in these presents:

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


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      (b)   to "these presents" and/or to "this Deed" means this Trust Deed, the
            schedules hereto, any deed expressed to be supplemental hereto and
            the Issuer Notes, the Issuer Conditions and, unless the context
            otherwise requires, the Pricing Supplements or Final Terms, all as
            from time to time supplemented or modified in accordance with the
            provisions contained in these presents and/or where applicable,
            therein contained;

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

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

      (e)   to taking proceedings against the Master Issuer shall be deemed to
            include references to proving in the winding up of the Master
            Issuer; and

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

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

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

1.5   For the purposes of determining whether a direction, request or consent
      has been received from the holders of a specified percentage in Principal
      Amount Outstanding of any Class of Issuer Notes, the Principal Amount
      Outstanding of any Issuer Note not denominated in Sterling shall be
      converted into Sterling at the Specified Currency Swap Rate applicable to
      such Issuer Note.

1.6   "outstanding" means, in relation to any Series and Class of Issuer Notes,
      all the Issuer Notes of such Series and Class other than:

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

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


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

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

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

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

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

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

            (i)   the right to attend and vote at any Meeting (as defined in
                  Schedule 4 (Provisions for Meetings of Noteholders) hereto),
                  an Extraordinary Resolution in writing as envisaged by part
                  (b) of the definition of Extraordinary Resolution and any
                  direction or request by the holders of Issuer Notes;

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

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

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

2.    Covenant to Repay etc.

2.1   The Issuer Notes:

      (a)   The Issuer Notes will be issued in Series in an aggregate nominal
            amount from time to time outstanding not exceeding the Programme
            Limit from time to time and for the purpose of determining such
            aggregate nominal amount, clause 3 of the Programme Agreement shall
            apply. Each Series will comprise


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            one or more Class A Notes, Class B Notes, Class M Notes, Class C
            Notes and Class D Notes issued on a single issue date.

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

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

            (ii)  an Offering Circular or, after 1 July 2005, the Base
                  Prospectus (if required for the purposes of the Financial
                  Services Authority (in its capacity as competent authority for
                  the purposes of Part VI of the Financial Services and Markets
                  Act 2000).

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

      (d)   By no later than 3.00 p.m. (London time) on the second Business Day
            preceding each proposed Closing Date, the Master Issuer shall
            deliver or cause to be delivered to the Note Trustee and the Issuer
            Security Trustee a copy of the applicable Pricing Supplement or,
            after 1 July 2005, Final Terms and drafts of all (if any) legal
            opinions to be given in relation to the relevant issue and shall
            notify the Note Trustee and the Issuer Security Trustee, in writing,
            and without delay, of the relevant Closing Date, and the nominal
            amount, of a particular Series of Issuer Notes.

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

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

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


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

2.2   Covenant to Repay: To the extent that it does not so covenant in any
      Supplemental Trust Deed in respect of any Series and Class of Issuer Notes
      constituted thereby, the Master Issuer covenants with the Note Trustee
      that it will, in accordance with these presents, on the due date for the
      final maturity of any Series and Class of Issuer Notes, or on such earlier
      date as the same or any part thereof may become due and repayable
      thereunder, in accordance with the Issuer Conditions, pay or procure to be
      paid unconditionally to or to the order of the Note Trustee in the
      Specified Currency, in immediately available funds or same day funds, as
      applicable, the principal amount of such Series and Class of Issuer Notes,
      repayable on that date. Except in the case of Zero Coupon Notes, the
      Master Issuer shall in the meantime and until all such payments (both
      before and after any judgment or other order of a court of competent
      jurisdiction) are duly made (subject to the provisions of the Issuer
      Conditions), pay or procure to be paid unconditionally to or to the order
      of the Note Trustee as aforesaid, interest (which shall accrue from day to
      day) on the Principal Amount Outstanding of such Series and Class of
      Issuer Notes, at rates and/or in amounts set out in or (as the case may
      be) calculated from time to time in accordance with, or specified in, and
      on the dates provided for in the Issuer Conditions (subject to Clause 2.6
      below), provided that:

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

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

      (c)   in any case where payment of the whole or any part of the principal
            amount of any Issuer Note is improperly withheld or refused upon due
            presentation thereof (if so provided in the Issuer Paying Agent and
            Agent Bank Agreement), interest shall accrue on the whole, or such
            part of such principal amount of such Issuer Note (except in the
            case of Zero Coupon Notes to which the provisions of Condition 5(G)
            (Redemption Amounts) shall apply) which


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

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

2.3   Additional Interest: The Master Issuer shall pay Additional Interest in
      accordance with Condition 4(E)(Deferred Interest).

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

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

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

            (i)   to act thereafter, and until otherwise instructed by the Note
                  Trustee, as Agents respectively of the Note Trustee on the
                  terms provided in the Issuer Paying Agent and Agent Bank
                  Agreement mutatis mutandis (save that the Note Trustee's
                  liability under any provisions thereof for the
                  indemnification, remuneration and payment of out-of-pocket
                  expenses of the Agents shall be limited to the amount for the
                  time being held by the Note Trustee on the trusts of these
                  presents relating to the Issuer Notes which is available to be
                  applied by the Note Trustee for such purpose) and thereafter
                  to hold all Note Certificates and all sums, documents and
                  records held by them in respect of Issuer Notes on behalf of
                  the Note Trustee; and/or


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

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

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

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

3.    Form, Issue and Deposit of Note Certificates

3.1   Global Note Certificates:

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

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

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


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

3.2   Form of Global Note Certificates: The Global Note Certificates shall be
      printed or typewritten and shall be in the form or substantially in the
      form set out in Schedule 1 (Form of Global Note Certificates) and may be a
      facsimile, which the Master Issuer shall deposit with the DTC Custodian or
      the Common Depositary, as the case may be. Each Global Note Certificate
      shall represent such of the outstanding Issuer Notes of the relevant
      Series and Class as shall be specified therein and shall have a copy of
      the applicable Pricing Supplement or, after 1 July 2005 Final Terms
      attached to it and each Global Note Certificate shall provide that it
      shall represent the aggregate Principal Amount Outstanding of the relevant
      Series and Class of Issuer Notes from time to time endorsed on the
      relevant Global Note Certificate and that the aggregate Principal Amount
      Outstanding of the Issuer Notes represented thereby may, from time to
      time, be reduced or increased, as appropriate, to reflect exchanges,
      redemptions and transfers of interests therein in accordance with the
      terms of these presents and the Issuer Paying Agent and Agent Bank
      Agreement. Any notation on the Register to reflect the amount of any
      increase or decrease in the Principal Amount Outstanding of any Series and
      Class of Issuer Notes represented by a Global Note Certificate shall be
      made by or on behalf of the Registrar in accordance with such Global Note
      Certificate and the Issuer Paying Agent and Agent Bank Agreement. The
      Global Note Certificates shall be issued only in registered form, without
      coupons or talons, and signed, manually or in facsimile, by a person duly
      authorised by the Master Issuer on behalf of the Master Issuer, and the
      Master Issuer shall procure that the Global Note Certificates of any
      Series of Issuer Notes shall be authenticated by or on behalf of the
      Registrar on the relevant Closing Date. The Global Note Certificates for
      such Series of Issuer Notes so executed and authenticated shall be binding
      and valid obligations of the Master Issuer, notwithstanding that such duly
      authorised person ceases to be so authorised at the time the Registrar
      authenticates the relevant Global Note Certificate. Title to any Series
      and Class of Issuer Notes shall only pass by, and upon, the registration
      in the Register in respect thereof, in accordance with the provisions of
      the Issuer Paying Agent and Agent Bank Agreement.

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

      (a)   (i) (in the case of a US Global Note Certificates) DTC has notified
            the Master Issuer that it is at any time unwilling or unable to
            continue as, or has ceased to be, a clearing agency registered under
            the Exchange Act, and a successor to DTC registered as a clearing
            agency under the Exchange Act is not appointed by the Master Issuer
            within 90 days of such notification; or (ii) (in the case of a Reg S
            Global Note Certificate both Euroclear and Clearstream, Luxembourg
            are closed for business for a continuous period of 14 days (other
            than by reason of holiday, statutory or otherwise) or announce an
            intention


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            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 relevant Closing Date, the Master Issuer
            or any Paying Agent is or will be required to make any deduction or
            withholding from any payment in respect of such Issuer Notes which
            would not be required were such Issuer Notes represented by
            Individual Note Certificates,

      then the Master Issuer shall, at its sole cost and expense within 30 days
      of the occurrence of the relevant event, issue Individual Note
      Certificates of the same class as the Series and Class of Issuer Notes
      represented by the relevant Global Note Certificate.

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

3.4   Form of Individual Note Certificates: The Individual Note Certificates
      shall be printed or typewritten in accordance with all applicable legal
      and stock exchange requirements and be in, or substantially be in, the
      form set out in Schedule 2 (Form of Individual Note Certificates).
      Individual Note Certificates for a Series and Class of Issuer Notes will
      be: (1) in the denominations, and transferable in the units, specified for
      such Issuer Notes in the applicable Pricing Supplement or, after 1 July
      2005 Final Terms, (2) serially numbered, and (3) endorsed with the Issuer
      Conditions and have a copy of the relevant Pricing Supplement or, after 1
      July 2005 Final Terms annexed to them and a form of transfer in the form,
      or substantially in the form, also set out in Schedule 2 (Form of
      Individual Note Certificates). Title to the Individual Note Certificates
      shall only pass by and upon the registration in the Register in respect
      thereof in accordance with the provisions of the Issuer Paying Agent and
      Agent Bank Agreement. The Individual Note Certificates shall be issued
      only in registered form and signed manually or in facsimile by a person
      duly authorised by or on behalf of the Master Issuer and the Master Issuer
      shall procure that the Individual Note Certificates shall be authenticated
      by or on behalf of the Registrar. Each Individual Note Certificate so
      executed and authenticated shall be a binding and valid obligation of the
      Master Issuer notwithstanding that such duly authorised person ceases to
      be so authorised at the time the Registrar authenticates the relevant
      Individual Note Certificate.

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


                                       9
<PAGE>

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

4.    Covenant of Compliance

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

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

5.    Covenants by the Master Issuer

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

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

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

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

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


                                       10
<PAGE>

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

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

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

      (g)   Notice of Deferral of Payments: as soon as practicable after
            becoming aware that any part of a payment of interest on the Issuer
            Notes will be deferred or that a payment previously deferred will be
            made in accordance with Condition 4 (Interest), give notice thereof
            to the Noteholders in accordance with the Issuer Conditions and, for
            so long as the Issuer Notes are listed on the Official List of the
            UK Listing Authority and admitted to trading on the Market (or,
            prior to 31 August, 2005 the London Stock Exchange) and/or such
            other exchange(s) or securities market(s) upon which the Issuer
            Notes may become listed, to the UK Listing Authority and to the
            London Stock Exchange and/or such other exchange(s) or securities
            market(s);

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

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


                                       11
<PAGE>

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

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

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

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

      (n)   Pre-Approval of Notices: obtain the prior written approval of the
            Note Trustee to, and upon publication promptly give to the Note
            Trustee and the Rating Agencies two copies of, every notice given to
            the Noteholders in accordance


                                       12
<PAGE>

            with the Issuer Conditions (such approval, unless so expressed, not
            to constitute approval for the purposes of Section 21 of the
            Financial Services and Markets Act 2000 (the "FSMA") of the United
            Kingdom of any such notice the content of which is an invitation or
            inducement to engage in investment activities within the meaning of
            Section 21 of the FSMA);

      (o)   Meetings: from time to time as required or contemplated by these
            presents or as reasonably requested by the Note Trustee, make
            available through the Paying Agents or otherwise such documents as
            may be required by the Noteholders in connection with Meetings (as
            defined in Schedule 4);

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

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

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

      (s)   Exercise of Redemption Rights: subject to paragraph (t) below, in
            the event that any notice of prepayment of any Loan Tranche is given
            under Clause 9 (Prepayment) of the Global Intercompany Loan
            Agreement, the Issuer shall exercise its right to redeem the related
            Series and Class of Issuer Notes on the applicable Note Payment Date
            under Condition 5(D) (Optional Redemption in Full), Condition 5(E)
            (Optional Redemption for Tax and other Reasons) or, as applicable,
            Condition 5(F) (Optional Redemption for Implementation of Capital
            Requirements Directive);


                                       13
<PAGE>

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

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

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

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

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

      (y)   United Kingdom and United States Tax Status: ensure that it is at
            all times solely resident in the United Kingdom for United Kingdom
            tax purposes and has no branch, business establishment or other
            fixed establishment outside the United Kingdom; and furthermore,
            ensure that it will not engage in any activities in the United
            States (directly or through agents), will not derive any income from
            United States sources as determined under United States income tax
            principles, will not hold any property if doing so would cause it to
            be engaged or deemed to be engaged in a trade or business within the
            United States as determined under United States income tax
            principles, and will not (and will use its best efforts to procure
            that any affiliate of the Master Issuer, including Funding 2, will
            not) take any position that would contradict the treatment of the
            Issuer Notes as indebtedness for United States federal income tax
            purposes;


                                       14
<PAGE>

      (z)   Issuer Pre-Enforcement Priority of Payments: prior to any
            enforcement of the security created under the Issuer Deed of Charge,
            ensure that amounts standing to the credit of the Issuer Transaction
            Account which are available for distribution in a Monthly Payment
            Period will, in accordance with the terms of the Issuer Cash
            Management Agreement and the Issuer Deed of Charge, be allocated and
            applied in or towards satisfaction of such of the obligations set
            out in the Issuer Pre-Enforcement Revenue Priority of Payments or
            the Issuer Pre-Enforcement Principal Priority of Payments, as
            applicable, as may be, at any given time during such Monthly Payment
            Period, 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 in such Monthly Payment Period or, where
            relevant, are likely to fall due at that time or prior to the next
            succeeding Monthly Payment Period have been made or provided for in
            full);

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

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

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

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

      (ee)  Information Regarding Noteholders: pursuant to Section 312(a) of the
            Trust Indenture Act, furnish or cause to be furnished to the Note
            Trustee on 31 March and 30 September of each year, commencing 30
            September 2005, and at such other times as the Note Trustee may
            request in writing, all information in the possession or control of
            the Master Issuer or of any of its Paying Agents as to the names and
            addresses of the Noteholders, and requiring the Note Trustee to
            preserve, in as current a form as is reasonably practicable, all
            such information so furnished to it;


                                       15
<PAGE>

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

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

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

      (ii)  Issuer Notes: in order to enable the Note Trustee to ascertain the
            number and amount of Issuer Notes of any Series and Class for the
            time being outstanding for any of the purposes referred to in the
            proviso to the definition of "outstanding" contained in Clause 1.6,
            deliver to the Note Trustee forthwith upon being so requested in
            writing by the Note Trustee a certificate in writing signed by two
            directors of the Master Issuer setting out the total number and the
            principal amount of such Issuer Notes, if any, which are at the date
            of such certificate beneficially held by, or for the benefit of, or
            on behalf of, the Master Issuer, any of its subsidiaries or
            affiliates, any holding company of the Master Issuer or any other
            subsidiary or affiliate of any such holding company.

6.    Enforcement

6.1   Proceedings: The Note Trustee may, at its discretion and without notice at
      any time and from time to time, take such steps and institute such
      proceedings against the Master Issuer or any other person as it may think
      fit to enforce the obligations of the Master Issuer under these presents
      and/or any of the other Issuer Transaction Documents to which the Master
      Issuer is a party but it shall not be bound to take such action save as
      provided in Clause 7 (Proceedings, Actions and Indemnification).


                                       16
<PAGE>

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

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

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

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

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

6.4   Evidence of Default: Unless the contrary be proved, proof that as regards
      any specified Issuer Note the Master Issuer has made default in paying any
      amount due in respect of such Issuer Note shall be sufficient evidence
      that the Master Issuer has made the like default as regards all other
      Issuer Notes in respect of which the corresponding amount is then due and
      payable in accordance with the Issuer Conditions and the provisions of the
      applicable Final Terms to such Issuer Note and for the purposes of this
      Clause 6.4 (Evidence of Default) an amount shall be a corresponding amount
      notwithstanding that it is due in respect of an Issuer Note of a different
      denomination from that in respect of the above specified Issuer Note. The
      Note Trustee may file such proofs of claim and other papers or documents
      as may be necessary or advisable in order to have the claims of the Note
      Trustee and the Noteholders allowed in any judicial proceedings relative
      to the Master Issuer, its creditors or its property.

7.    Proceedings, Actions and Indemnification

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

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

            (i)   it shall have been so directed by an Extraordinary Resolution
                  (any such resolution in respect of action under Condition 9 or
                  Condition 10 being


                                       17
<PAGE>

                  a Programme Resolution) of the Class A Noteholders, the Class
                  B Noteholders, the Class M Noteholders, the Class C
                  Noteholders or the Class D Noteholders as appropriate; or

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

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

                  (A)   the Note Trustee shall not be held liable for the
                        consequence of taking any such action and may take such
                        action without having regard to the effect of such
                        action on individual Noteholders;

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

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

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

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

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

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

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


                                       18
<PAGE>

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

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

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

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

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

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

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


                                       19
<PAGE>

8.    Application of Moneys etc.

8.1   Application of Moneys: All moneys received by the Note Trustee in respect
      of any Series and Class of Issuer Notes or amounts payable under these
      presents will (including any moneys which represent principal or interest
      in respect of any Series and Class of Issuer Notes which have become void
      under the Issuer Conditions and the relevant Pricing Supplement or, after
      1 July 2005, Final Terms) be held by the Note Trustee on trust to apply
      them (subject to Clause 8.3 (Authorised Investments)) in accordance with
      the Issuer Priority of Payments.

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

8.3   Authorised Investments: Any moneys which under the trusts herein contained
      may be invested by the Note Trustee may be invested in the name or under
      the control of the Note Trustee in any Authorised Investments and the Note
      Trustee may at any time vary or transfer any of such Authorised
      Investments for or into other such Authorised Investments as the Note
      Trustee in its absolute discretion may determine, and shall not be
      responsible for any loss occasioned by reason of any such investments
      whether by depreciation in value or otherwise, provided that such
      Authorised Investments were made in accordance with the foregoing
      provisions. If a bank or institution with which any monies placed on
      deposit in accordance with this clause is the Note Trustee or a
      subsidiary, holding or associated company of the Note Trustee, it need
      only account for an amount of interest equal to the amount of interest
      which would, at then current rates, be payable by it on such a deposit to
      an independent customer.

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

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


                                       20
<PAGE>

      procure the certification of such cancellation, in each case subject to
      and in accordance with the Issuer Paying Agent and Agent Bank Agreement.

9.    Remuneration and Indemnification of Note Trustee

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

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

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

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

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

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


                                       21
<PAGE>

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

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

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

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

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

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

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

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

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

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


                                       22
<PAGE>

9.8   Interest: Subject as provided in Clause 9.9 (Payment), all sums payable by
      the Master Issuer under this Clause 9 (Remuneration and Indemnification of
      Note Trustee) shall be payable on demand or, in the case of any
      remuneration payable under Clause 9.1 (Normal Remuneration) on the due
      date specified therein and shall carry interest at the rate of one per
      cent. per annum above the base rate from time to time of the National
      Westminster Bank Plc from the date on which they were paid, charged or
      incurred by the Note Trustee or, in the case of remuneration, the due date
      for payment thereof, to the date of actual payment, and in all other cases
      shall (if not paid on the date specified in such demand or, if later,
      within three days after such demand and, in either case, the Note Trustee
      so requires) carry interest at such rate from the date specified in such
      demand.

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

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

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

10.   Supplement to the Trustee Acts

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

10.2  Reliance on Information:

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


                                       23
<PAGE>

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

10.3  Powers and Duties:

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

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

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

      (d)   The Note Trustee may accept without enquiry, requisition or
            objection such title as the Master Issuer may have to the Issuer
            Charged Property or as Funding 2 may have to the Funding 2 Charged
            Property or any part thereof from time to time and shall not be
            required to investigate or make any enquiry into or be liable for
            any defect in the title of the Master Issuer to the Issuer Charged
            Property or of Funding 2 to the Funding 2 Charged Property or any
            part thereof from time to time whether or not any defect was known
            to the Note Trustee or might have been discovered upon examination,
            inquiry or investigation and whether or not capable of remedy.


                                       24
<PAGE>

      (e)   The Note Trustee shall not be bound to give notice to any person of
            the execution of these presents or of a Funding 2 Intercompany Loan
            Event of Default under the Global Intercompany Loan Agreement nor
            shall it have any duty to make any investigation in respect of or in
            any way be liable whatsoever for the registration, filing,
            protection or perfection of any security constituted by any Issuer
            Transaction Document relating to the Issuer Charged Property or the
            priority of the security created thereby and shall not be liable for
            any failure, omission or defect in perfecting, protecting, procuring
            the registration of or further assuring the security created or
            purported to be created thereby.

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

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

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

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

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

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

      (l)   The Note Trustee shall not be liable or responsible for any loss,
            cost, damage, expense or inconvenience which may result from
            anything done or omitted to be done by it under these presents or
            under any of the other Issuer Transaction Documents.


                                       25
<PAGE>

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

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

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

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

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

            (i)   without prejudice to the provisions of sub-paragraph (ii)
                  below where it is required to have regard to the interests of
                  the Noteholders, it shall have regard to the interests of the
                  Noteholders as a class and, in particular but without
                  prejudice to the generality of the foregoing, shall not have
                  regard to, or be in any way liable for, the consequences of
                  any exercise thereof for any individual Noteholder of any
                  Series and Class of Issuer Notes resulting from their being
                  domiciled or resident or otherwise connected with or subject
                  to the jurisdiction of, any particular territory or any
                  political sub-division thereof and the Note


                                       26
<PAGE>

                  Trustee shall not be entitled to require, nor shall any
                  Noteholder be entitled to claim, from the Master Issuer, the
                  Note Trustee or any other person any indemnification or
                  payment in respect of any tax consequence of any such exercise
                  upon individual Noteholders;

            (ii)  except where expressly provided otherwise:

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

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

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

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

                  but so that this proviso (ii) shall not apply in the case of
                  powers, authorities or any discretion in relation to which it
                  is expressly stated that they may be exercised by the Note
                  Trustee only if in its opinion the interests of all the
                  Noteholders would not be materially prejudiced thereby; and

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


                                       27
<PAGE>

      (r)   The Note Trustee may determine whether or not a default in the
            performance by the Master Issuer of any obligation under the
            provisions of this Deed or any other Issuer Transaction Document or
            (by directing the Issuer Security Trustee) a default in the
            performance by Funding 2 of any obligation under the Global
            Intercompany Loan Agreement is capable of remedy and/or whether the
            same is materially prejudicial to the interests of the Noteholders
            or any class or classes of them and if the Note Trustee shall
            certify that any such default is, in its opinion, not capable of
            remedy and/or materially prejudicial to the interests of the
            Noteholders or any class or classes of them, such certificate shall
            be conclusive and binding upon the Master Issuer, the Noteholders
            and the other Issuer Secured Creditors.

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

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

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

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


                                       28
<PAGE>

            misconduct, omission or default of any substitute lawfully appointed
            by such Appointee.

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

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

      (y)   The Note Trustee shall not be liable for any error of judgment made
            in good faith by any officer or employee of the Note Trustee
            assigned by the Note Trustee to administer its corporate trust
            matters.

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

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

      (bb)  The Note Trustee shall not be liable to any person by reason of
            having acted upon an Extraordinary Resolution in writing or any
            Extraordinary Resolution


                                       29
<PAGE>

            or other resolution whether in writing or purporting to have been
            passed at any Meeting of all or any Series and Class of Issuer
            Notes in respect whereof minutes have been made and signed or any
            direction or request of Noteholders even though subsequent to its
            acting it may be found that there was some defect in the
            constitution of the Meeting or the passing of the resolution or (in
            the case of an Extraordinary Resolution or other resolution in
            writing or any direction or request) it was not signed by the
            requisite number of Noteholders or that for any reason the
            resolution, direction or request was not valid or binding upon such
            Noteholders.

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

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

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

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

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

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

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

            (iv)  will not be materially prejudicial to the interests of Class C
                  Noteholders of any Series of Issuer Notes will have regard (if
                  issued)


                                       30
<PAGE>

                  to confirmations from each of the Rating Agencies that the
                  then current rating by it of the Class C Notes of such Series
                  of Issuer Notes will not be reduced, withdrawn or qualified by
                  such exercise; and

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

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

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

      (hh)  If required by Section 313(a) of the Trust Indenture Act, within 60
            days after 31st December of any year and commencing 31 December
            2005, the Note Trustee shall deliver to each Noteholder a brief
            report dated as of such 31st December that complies with Section
            313(a) of the Trust Indenture Act. The Note Trustee also shall
            comply with Sections 313(b), 313(c) and 313(d) of the Trust
            Indenture Act. Reports delivered pursuant to this paragraph (jj)
            shall be sent as provided in Clause 19 (Notices).

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

      (jj)  Subject to Clause 10.8, if a Note Event of Default occurs and is
            continuing and if it is known to an Authorised Officer of the Note
            Trustee, the Note Trustee shall mail to each Noteholder notice of
            such Note Event of Default within 90 days after it occurs.

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


                                       31
<PAGE>

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

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

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

      (nn)  In the absence of knowledge or express notice to the contrary, the
            Note Trustee may assume without enquiry (other than requesting a
            certificate of the Master Issuer) that no Issuer Notes are for the
            time being held by or for the benefit of the Master Issuer, or any
            subsidiary or affiliate thereof, or any holding company of the
            Master Issuer or any other subsidiary or affiliate of any such
            holding company.

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

      (pp)  Without prejudice to the provisions of any Issuer Transaction
            Documents relating to insurance, the Note Trustee shall not be under
            any obligation to insure any of the Issuer Charged Property or the
            Funding 2 Charged Property or any deeds or documents of title or
            other evidence in respect of the Issuer Charged Property or the
            Funding 2 Charged Property or to require any other person to
            maintain any such insurance or monitor the adequacy of any such
            insurance and shall not be responsible for any liability which may
            be suffered by any person as a result of the lack of or inadequacy
            of any such insurance.

      (qq)  The Note Trustee shall have no liability whatsoever for any loss,
            cost, damages or expenses directly or indirectly suffered or
            incurred by a person as a result of the delivery by the Note Trustee
            to the Master Issuer or to any other party to the Issuer Transaction
            Documents of a certificate as to material prejudice pursuant to the
            Issuer Conditions or any Issuer Transaction Documents on the basis
            of an opinion formed by it in good faith.

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

10.4  No Financial Liability: Notwithstanding any other provision of these
      presents or of any other Issuer Transaction Document, nothing shall
      require the Note Trustee to risk its own funds or otherwise incur any
      financial liability in the performance of any of its duties or in the
      exercise of any of its rights or powers or otherwise in connection with


                                       32
<PAGE>

      these presents or any other Issuer Transaction Document (including,
      without limitation, forming any opinion or employing any legal, financial
      or other adviser), if it shall believe that repayment of such funds or
      adequate indemnity against such risk or liability is not assured to it.
      The Note Trustee shall not be responsible for exercising the rights of any
      of the parties under the Issuer Transaction Documents or considering the
      basis upon which the approvals or consents are granted by any of the
      parties under the Issuer Transaction Documents.

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

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

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

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

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

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

10.9  Assumption of no Intercompany Loan Default: The Note Trustee shall not be
      bound to ascertain whether any Funding 2 Intercompany Loan Event of
      Default or Potential Funding 2 Intercompany Loan Event of Default has
      happened and, until it shall have actual knowledge or express notice to
      the contrary, the Note Trustee shall be entitled to assume that no such
      Funding 2 Intercompany Loan Event of Default or Potential Funding 2
      Intercompany Loan Event of Default has happened and that Funding 2 is
      observing and performing all the obligations on its part;

10.10 Commercial Transactions: The Note Trustee shall not, and no director,
      officer or employee of any corporation being a Note Trustee hereof shall
      by reason of the fiduciary position of the Note Trustee be in any way
      precluded from making any commercial contracts or entering into any
      commercial transactions with any party to


                                       33
<PAGE>

      the Issuer Transaction Documents, whether directly or through any
      subsidiary or associated company, or from accepting the trusteeship of any
      other debenture stock, debentures or securities of any party to the Issuer
      Transaction Documents, and without prejudice to the generality of these
      provisions, it is expressly declared that such contracts and transactions
      include any contract or transaction in relation to the placing,
      underwriting, purchasing, subscribing for or dealing with or lending
      monies upon or making payments in respect of or any stock, shares,
      debenture stock, debentures or other securities of any party to the Issuer
      Transaction Documents or any contract of banking or insurance of any party
      to the Issuer Transaction Documents and neither the Note Trustee nor any
      such director, officer or employee shall be accountable to any Noteholder
      or to any party to the Issuer Transaction Documents for any profit, fees,
      commissions, interest, discounts or share of brokerage earned, arising or
      resulting from any such contracts or transactions, and the Note Trustee
      and any such director, officer or employee shall also be at liberty to
      retain the same without accounting therefor.

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

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

11.   Modification and Waiver

11.1  Modification: The Note Trustee may without the consent or sanction of the
      Noteholders, at any time and from time to time, concur with the Master
      Issuer in making any modification (i) to these presents or any of the
      other Issuer Transaction Documents, provided that the Note Trustee is of
      the opinion that such modification will not be materially prejudicial to
      the interests of the holders of any Series and Class of Issuer Note; or
      (ii) to these presents, the Issuer Notes or any of the other Issuer
      Transaction Documents, if in the opinion of the Note Trustee such
      modification is of a formal, minor or technical nature or to correct a
      manifest error or error established as such to the satisfaction of the
      Note Trustee or to comply with the mandatory provisions of law; or (iii)
      by directing the Issuer Security Trustee pursuant to the Issuer Deed of
      Charge, to any of the Issuer Transaction Documents which it may be
      necessary to make or which are required by the Rating Agencies in respect
      of any other Funding 2 Issuer or any other person who has executed an
      Accession Undertaking pursuant to Clause 2.11 (New Intercompany Loans) of
      the Funding 2


                                       34
<PAGE>

      Deed of Charge or Clause 2.11 (Accession of New Secured Creditors) of the
      Issuer Deed of Charge. Any such modification may be made on such terms and
      subject to such conditions (if any) as the Note Trustee may determine,
      shall be binding upon the Noteholders and, unless the Note Trustee agrees
      otherwise, shall be notified by the Master Issuer to the Noteholders and
      the Rating Agencies in accordance with the Issuer Conditions as soon as
      practicable thereafter. So long as any of the Issuer Notes are rated by
      the Rating Agencies, the Master Issuer shall notify the Rating Agencies in
      writing as soon as reasonably practicable thereafter of any modification
      to the provisions of these presents, the Issuer Notes or any of the other
      Issuer Transaction Documents. The Note Trustee may also agree, without the
      consent of the Noteholders, to a change of the laws governing the Issuer
      Notes and/or the Issuer Transaction Documents provided that such change
      would not, in the opinion of the Note Trustee, be materially prejudicial
      to the interests of the Noteholders.

11.2  Waiver: Subject as expressly provided otherwise in the Issuer Notes or in
      any other Issuer Transaction Document, the Note Trustee may from time to
      time and at any time without the consent or sanction of the Noteholders
      and without prejudice to its rights in respect of any subsequent breach,
      but only if and in so far as in its opinion the interests of the
      Noteholders of any Series and Class of Issuer Notes shall not be
      materially prejudiced thereby, waive or authorise any breach or proposed
      breach by the Master Issuer or any other party thereto of any of the
      covenants or provisions contained in these presents or in any of the other
      Issuer Transaction Documents or determine that any Note Event of Default
      in respect of a Series and Class of Issuer Notes shall not be treated as
      such for the purposes of these presents and the Issuer Notes provided
      always that the Note Trustee shall not exercise any powers conferred on it
      by this Clause in contravention of any express direction given by an
      Extraordinary Resolution, or of a request in writing made by the holders
      of not less than one quarter in aggregate principal amount of the relevant
      Class of Issuer Notes then outstanding, in accordance with the Issuer
      Conditions (but so that no such direction or request shall affect any
      waiver, authorisation or determination previously given or made). Any such
      waiver, authorisation or determination may be given or made on such terms
      and subject to such conditions (if any) as the Note Trustee may determine,
      shall be binding on the Noteholders and, if, but only if, the Note Trustee
      shall so require, shall be notified by the Master Issuer to the
      Noteholders in accordance with the Issuer Conditions as soon as
      practicable thereafter. The provisions of this Clause 11.2 (Waivers) shall
      be in lieu of Section 316(a)(1)(B) of the Trust Indenture Act and Section
      316(a)(1)(B) of the Trust Indenture Act is hereby expressly excluded from
      these presents and the Issuer Notes, as permitted by the Trust Indenture
      Act.

11.3  Material prejudice: For the avoidance of doubt (in the context of deciding
      material prejudice in respect of Clauses 11.1 (Modifications) and 11.2
      (Waiver)), if the Note Trustee considers in its sole opinion that the
      Noteholders of a Series and Class of Issuer Notes to which the
      modification or waiver relates are materially prejudiced by such waivers,
      the Note Trustee will not be able to sanction such modification or waiver
      itself, and will instead require an Extraordinary Resolution of the
      Noteholders of such Issuer Notes of such Series and Class to be passed by
      means of a Meeting. In accordance with the general provision contained
      herein:


                                       35
<PAGE>

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

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

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

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


                                       36
<PAGE>

12.   Entitlement to Treat holder as owner

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

13.   Currency Indemnity

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

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


                                       37
<PAGE>

14.   Appointment, Removal and Retirement of Note Trustee

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

14.2  Eligibility and Disqualification: This Deed shall always have a Note
      Trustee which shall be eligible to act as Note Trustee under Trust
      Indenture Act Sections 310(a)(1) and 310(a)(2). The Note Trustee shall
      have a combined capital and surplus of at least U.S.$50,000,000 as set
      forth in its most recent published annual report of condition. If the Note
      Trustee has or shall acquire any "conflicting interest" within the meaning
      of Trust Indenture Act Section 310(b), the Note Trustee and the Master
      Issuer shall comply with the provisions of Trust Indenture Act Section
      310(b); provided, however, that there shall be excluded from the operation
      of Trust Indenture Act Section 310(b)(1) any deed or deeds under which
      other securities or certificates of interest or participation in other
      securities of the Master Issuer are outstanding if the requirements for
      such exclusion set forth in Trust Indenture Act Section 310(b)(1) are met.
      If at any time the Note Trustee shall cease to be eligible in accordance
      with the provisions of this Clause 14.2 (Eligibility and
      Disqualification), the Note Trustee shall resign promptly in the manner
      and with the effect specified in Clause 14.5 (Retirement or Removal of
      Note Trustee).

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

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

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

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


                                       38
<PAGE>

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

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

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

14.6  Retirement or Removal not Effective: The retirement or removal of any Note
      Trustee shall not become effective unless (i) there remains at least one
      trustee hereof being a trust corporation in office upon such retirement or
      removal and (ii) if The Bank of New York is the retiring Note Trustee or
      the Note Trustee being removed, The Bank of New York, in its capacities as
      Issuer Security Trustee and Funding 2 Security Trustee also retires or is
      removed simultaneously. The Master Issuer covenants that, in the event of
      a trustee (being a sole trustee or the only trust corporation) giving
      notice or being removed under Clause 14.5 (Retirement or Removal of Note
      Trustee) it shall use its best endeavours to procure a new Note Trustee of
      these presents (being a trust corporation) to be appointed as soon as
      reasonably practicable thereafter (for the avoidance of doubt, on the same
      terms as these presents). If within 30 days of having given notice of its
      intention to retire, the Master Issuer has failed to appoint a replacement
      Note Trustee, the outgoing Note Trustee will be entitled to appoint its
      successor provided that the Rating Agencies confirm that the then current
      ratings of the Issuer Notes shall not be either downgraded or reviewed as
      a result of such appointment.

15.   Trust Indenture Act Prevails

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


                                       39
<PAGE>

16.   Certificates and Opinions

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

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

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

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

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

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

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

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

17.   Rights Cumulative

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

18.   Notices

18.1  Any notices or other communication or document to be given or delivered
      pursuant to these presents to any of the parties hereto shall be
      sufficiently served if sent by


                                       40
<PAGE>

      prepaid first class post, by hand or by facsimile transmission and shall
      be deemed to be given (in the case of facsimile transmission) when
      despatched or (where delivered by hand) on the day of delivery if
      delivered before 17.00 hours on a London Business Day or on the next
      London Business Day if delivered thereafter or (in the case of first class
      post) when it would be received in the ordinary course of the post and
      shall be sent:

      (a)   in the case of the Master Issuer, to Granite Master Issuer 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, 40th
            Floor, One Canada Square, London E14 5AL (facsimile number 020 7964
            4637) for the attention of the Trustee Administration Manager;

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

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

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

19.   Third Party Rights

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

20.   Execution in Counterparts; Severability

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

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


                                       41
<PAGE>

21.   Governing Law and Jurisdiction: Appropriate Forum

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

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

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

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


                                       42
<PAGE>

                                   SCHEDULE 1
                         FORM OF GLOBAL NOTE CERTIFICATE

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE COMMENCEMENT OF
THE OFFERING OF THE ISSUER NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.](1)


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


                                       43
<PAGE>

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

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

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


1.    Introduction

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

                 [Initial Principal Amount - words and figures]

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2005 (as amended or supplemented from time to time,
      the "Issuer Trust Deed") between the Master Issuer and The Bank of New
      York as trustee (the trustee for the time being thereof being herein
      called the "Note Trustee") and are the subject of a paying agent and agent
      bank agreement dated [o] 2005 (as amended or supplemented from time to
      time, the "Issuer Paying Agent and Agent Bank Agreement") between the
      Master Issuer, the Principal Paying Agent, the Agent Bank, Citibank, N.A.
      as registrar (the "Registrar", which expression includes any successor
      registrar appointed from time to time in connection with the Notes), the
      Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Issuer Conditions (or to any particular numbered
      Condition) shall be to the Issuer Conditions (or that particular one of
      them) set out in Schedule 3 to the Issuer Trust Deed as supplemented and
      modified by the Final Terms applicable to the Notes (the "Final Terms"),
      attached hereto. In the event of any conflict between the Issuer
      Conditions and the information in the Final Terms, the Final Terms will
      prevail.

3.    Registered Holder

      This is to certify that:

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


----------------
(2)   Delete for U.S. Notes.

(3)   Delete for Reg S Notes.


                                       44
<PAGE>

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

                 [Initial Principal Amount - words and figures]

      in aggregate principal amount of the Notes.

4.    Promise to pay

      Subject only as provided in this Global Note Certificate and the Issuer
      Conditions, the Master Issuer, for value received, promises to pay to the
      Holder the principal amount of this Global Note Certificate (being at the
      date hereof [Initial Principal Amount] on the Final Maturity Date (or on
      such earlier date as such principal amount may become repayable in
      accordance with the Issuer Conditions or the Issuer Trust Deed) and to pay
      interest on the principal amount from time to time (as noted in the
      records of the [common depositary for Euroclear and Clearstream,
      Luxembourg](4)/[custodian for DTC](5) of this Global Note Certificate) in
      arrear on each Note Payment Date at the rates determined in accordance
      with the Issuer Conditions together with such premium and other amounts
      (if any) as may be payable, all subject to and in accordance with the
      Issuer Conditions and the provisions of the Issuer Trust Deed.

5.    Exchange for Individual Note Certificates

      This Global Note Certificate will be exchangeable (in whole but not in
      part and free of charge to the holder) for duly authenticated and
      completed individual note certificates ("Individual Note Certificates") in
      substantially the form (subject to completion) set out in Schedule 2 to
      the Issuer Trust Deed only if (i) [both Euroclear and Clearstream,
      Luxembourg are closed for a continuous period of 14 days (other than by
      reason of a holiday, statutory or otherwise) or announce an intention to
      permanently cease business and do so cease to do business and no
      alternative clearing system satisfactory to the Note Trustee is
      available](6)/[The Depository Trust Company ("DTC") has notified the
      Master Issuer that it is at any time unwilling or unable to continue as,
      or ceases to be, a clearing agency under the United States Securities
      Exchange Act of 1934, as amended (the "Exchange Act"), and a successor to
      DTC registered as a clearing agency under the Exchange Act is not
      appointed by the Master Issuer within 90 days of such notification](7) or
      (ii) as a result of any amendment to, or change in, the laws or
      regulations of the United Kingdom (or of any political subdivision
      thereof), or of any authority therein or thereof having power to tax, or
      in the interpretation or administration by a revenue authority or a court
      or administration of such laws or regulations which becomes effective on
      or after the Closing Date, the Master Issuer or any Paying Agent is or
      will be required to make any deduction or withholding from any payment in
      respect of the Notes which would not be required were the relevant Notes
      Individual Note Certificates. Such exchange shall be effected in
      accordance with paragraph 6 (Delivery of Individual Note Certificates)
      below.


-----------------------------------
(4)   Delete for U.S. Notes.

(5)   Delete for Reg S Notes.

(6)   Delete for U.S. Notes.

(7)   Delete for Reg S Notes.


                                       45
<PAGE>

6.    Delivery of Individual Note Certificates

      Whenever this Global Note Certificate is to be exchanged for Individual
      Note Certificates, such Individual Note Certificates shall be issued in an
      aggregate principal amount equal to the principal amount of this Global
      Note Certificate within five business days of the delivery, by or on
      behalf of the Holder, [Euroclear and/or Clearstream,
      Luxembourg](8)/[and/or DTC](9), to the Registrar of such information as is
      required to complete and deliver such Individual Note Certificates
      (including, without limitation, the names and addresses of the persons in
      whose names the Individual Note Certificates are to be registered and the
      principal amount of each such person's holding) against the surrender of
      this Global Note Certificate at the Specified Office (as defined in the
      Issuer Conditions) of the Registrar. Such exchange shall be effected in
      accordance with the provisions of the Issuer Paying Agent and Agent Bank
      Agreement and the regulations concerning the transfer and registration of
      Notes scheduled thereto and, in particular, shall be effected without
      charge to any Holder or the Note Trustee, but against such indemnity as
      the Registrar may require in respect of any tax or other duty of
      whatsoever nature which may be levied or imposed in connection with such
      exchange. In this paragraph, "business day" means a day on which
      commercial banks are open for business in the city in which the Registrar
      has its Specified Office.

7.    Payments

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

8.    Conditions apply

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

[9.   Tax Treatment

      The Master Issuer will treat the Notes as indebtedness for U.S. federal
      income tax purposes. Each Holder of a Note, by the acceptance hereof,
      agrees to treat this Note for U.S. federal income tax purposes as
      indebtedness.](10)

--------------------
(8)   Delete for U.S. Notes.

(9)   Delete for Reg S Notes.

(10)  Delete for Reg S Notes.


                                       46
<PAGE>

10.   Determination of Entitlement

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

11.   Authentication

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

12.   Note Trustee's Powers

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

13.   Definitions

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

14.   Rights of Third Parties

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

15.   Governing law

      This Global Note Certificate is governed by, and shall be construed in
      accordance with, the English law.

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


                                       47
<PAGE>

GRANITE MASTER ISSUER plc


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

ISSUED in London, England on [o] 2005.

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




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


                                       48
<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED ..................................................., being
the registered holder of this Global Note Certificate, hereby transfers to
................................................................................
of ............................................................................
................................................................................
[Specified Currency] [amount] in principal amount of the [Specified Currency and
Initial Principal Amount] Series [o] Class [A]/[B]/[M]/[C]/[D] Notes (the
"Notes") of Granite Master Issuer plc (the "Master Issuer") and irrevocably
requests and authorises Citibank, N.A., in its capacity as Registrar in relation
to the Notes (or any successor to Citibank, N.A., in its capacity as such) to
effect the relevant transfer by means of appropriate entries in the Register
kept by it.




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

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

Notes

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

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

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

(c)   Any transfer of Notes shall be in an amount equal to [Specified
      Denomination].


                                       49
<PAGE>

                                  [Final Terms]


                                       50
<PAGE>

                                   SCHEDULE 2
                      FORM OF INDIVIDUAL NOTE CERTIFICATES

[THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES AND, AS A MATTER OF U.S. LAW, PRIOR TO THE
DATE THAT IS 40 DAYS AFTER THE LATER OF THE CLOSING DATE AND THE COMMENCEMENT OF
THE OFFERING OF THE CURRENT ISSUER NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR
OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT) EXCEPT PURSUANT TO AN EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH ANY
APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES.](11)



-----------------------------------
(11)  Delete for U.S. Notes.


                                       51
<PAGE>

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

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

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

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


1.    Introduction

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

                 [Initial Principal Amount - words and figures]

      The Notes are constituted by, are subject to, and have the benefit of, a
      trust deed dated [o] 2005 (as amended or supplemented from time to time,
      the "Issuer Trust Deed") between the Master Issuer and The Bank of New
      York as trustee (the trustee or trustees for the time being thereof being
      herein called the "Note Trustee") and are the subject of a paying agent
      and agent bank agreement dated [o] 2005 (as amended or supplemented from
      time to time, the "Issuer Paying Agent and Agent Bank Agreement") between
      the Master Issuer, the Principal Paying Agent, the Agent Bank, Citibank,
      N.A. as registrar (the "Registrar", which expression includes any
      successor registrar appointed from time to time in connection with the
      Notes), the Transfer Agent, the US Paying Agent and the Note Trustee.

2.    References to Conditions

      References herein to the Issuer Conditions (or to any particular numbered
      Condition) shall be to the Issuer Conditions (or that particular one of
      them) set out in Schedule 3 to the Issuer Trust Deed as supplemented and
      modified by the Final Terms applicable to the Notes (the "Final Terms"),
      attached hereto. In the event of any conflict between the Issuer
      Conditions and the information in the Final Terms, the Final Terms will
      prevail.

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


                                       52
<PAGE>

      represented from time to time by this Individual Note Certificate in the
      aggregate principal amount of:

                    [Specified Currency and principal amount]

4.    Promise to pay

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

5.    Payments

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

6.    Conditions apply

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

[7.   Tax Treatment

      The Master Issuer will treat the Notes as indebtedness for U.S. federal
      income tax purposes. Each Holder of a Note, by the acceptance hereof,
      agrees to treat this Note for U.S. federal income tax purposes as
      indebtedness.](12)

8.    Determination of Entitlement

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


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


                                       53
<PAGE>

9.    Authentication

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

10.   Definitions

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

11.   Rights of Third Parties

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

12.   Governing law

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

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

GRANITE MASTER ISSUER plc


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

ISSUED in London, England on [o].

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




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


                                       54
<PAGE>

FORM OF TRANSFER

FOR VALUE RECEIVED ..................................................., being
the registered holder of this Individual Note Certificate, hereby transfers to
..............................................................................of
[Specified Currency] [amount] in principal amount of the [Specified Currency and
Initial Principal Amount] Series [o] Class [A]/[B]/[M]/[C]/[D] Notes (the
"Notes") of Granite Master Issuer plc (the "Master Issuer") and irrevocably
requests and authorises Citibank, N.A., in its capacity as Registrar in relation
to the Notes (or any successor to Citibank, N.A., in its capacity as such) to
effect the relevant transfer by means of appropriate entries in the Register
kept by it.

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

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

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

Notes

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

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

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

(c)   Any transfer of Notes shall be in an amount equal to [Specified
      Denominations].

      [Terms and Conditions as set out in Schedule 3]

[At the foot of the Terms and Conditions:]

PRINCIPAL PAYING AGENT                                   REGISTRAR

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

PAYING AGENTS AND TRANSFER AGENT

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


                                       55
<PAGE>

                                  [Final Terms]

                                       56
<PAGE>



                                   SCHEDULE 3

                        TERMS AND CONDITIONS OF THE NOTES

                                [To be inserted]






                                       57

<PAGE>

                        Terms and conditions of the notes

      The following are the terms and conditions (the "Conditions", and any
reference to a "Condition" shall be construed accordingly) of the Notes in the
form (subject to amendment) which will be incorporated by reference into each
Global Note Certificate and each Individual Note Certificate, in the latter case
only if permitted by the relevant stock exchange or other relevant authority (if
any) and agreed by the Issuing Entity and the relevant Dealer(s) at the time of
issue but, if not so permitted and agreed, such Individual Note Certificate will
have endorsed thereon or attached thereto such Conditions. The Final Terms in
relation to each Series and Class of Notes may specify other terms and
conditions which shall, to the extent so specified or to the extent inconsistent
with these Conditions, replace or modify these Conditions for the purpose of
such Notes. The applicable Final Terms (or the relevant provisions thereof) will
be endorsed upon, or attached to, each Global Note Certificate and Individual
Note Certificate.

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

      References herein to the "Notes" shall, unless the context otherwise
requires, be references to all the Notes issued by the Issuing Entity and
constituted by the Issuer Trust Deed and shall mean:

      (i)   in relation to any Notes of a Series and Class represented by a
            Global Note Certificate, units of the lowest Specified Denomination
            in the Specified Currency in each case of such Series and Class;

      (ii)  any Global Note Certificates; and

      (iii) any Individual Note Certificates issued in exchange for a Global
            Note Certificate.

      Notes constituted by the Issuer Trust Deed are issued in series (each a
"Series") and each Series comprises one or more classes of Notes. Each Series of
Notes is subject to Final Terms. The Final Terms in relation to each Series and
Class of Notes (or the relevant provisions thereof) will be endorsed upon, or
attached to, such Notes and will supplement these Conditions in respect of such
Notes and may specify other terms and conditions which shall, to the extent so
specified or to the extent inconsistent with these Conditions, replace or modify
these Conditions for the purpose of such Notes. References to the "applicable
Final Terms" are, in relation to a Series and Class of Notes, to the Final Terms
(or the relevant provisions thereof) attached to or endorsed on such Notes.

      The statements in these Conditions include summaries of, and are subject
to, the detailed provisions of the Issuer Trust Deed, the Issuer Deed of Charge
and the Issuer Paying Agent and Agent Bank Agreement.

      Copies of the Issuer Trust Deed, the Issuer Deed of Charge, the Issuer
Paying Agent and Agent Bank Agreement and each of the other Transaction
Documents are available for inspection during normal business hours at the
registered office of the Issuing Entity, being Fifth Floor, 100 Wood Street,
London EC2V 7EX and the specified office for the time being of (i) the Principal
Paying Agent, being at 4 May 2006, Citigroup Centre, Canada Square, Canary
Wharf, London E14 5LB and (ii) the US Paying Agent, being at 4 May, 2006, 14th
Floor, 388 Greenwich Street, New York, New York 10013. Copies of the Final Terms
of each Series of Notes are obtainable during normal business hours at the
registered office of the Issuing Entity and the specified office for the time
being of (i) the Principal Paying Agent and (ii) the US Paying Agent and any
Noteholder must produce evidence satisfactory to the relevant Paying Agent as to
its holding of Notes and identity.

      The Holders of any Series and Class of Notes are entitled to the benefit
of, are bound by, and are deemed to have notice of all the provisions of, and
definitions contained or incorporated in, the Issuer Trust Deed, the Issuer Deed
of Charge, the Issuer Paying Agent and Agent Bank Agreement,


                                      W-48
<PAGE>

each of the other Transaction Documents and the applicable Final Terms and to
have notice of each other Final Terms relating to each other Series and Class of
Notes.

      A glossary of definitions appears in Condition 18 of these Conditions.

      References herein to the Class A Noteholders, the Class B Noteholders, the
Class M Noteholders, the Class C Noteholders and the Class D Noteholders shall,
in each case and unless specified otherwise, be references to the Holders of the
Notes of all Series of the applicable Class.

1.    Form, Denomination, Register, Title and Transfers

(A)   Form and Denomination

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

      Each Series and Class of Notes will be issued in the Specified Currency
and in the Specified Denomination. Each Series and Class of US Notes will be
initially represented by a US Global Note Certificate, which, in the aggregate,
will represent the Principal Amount Outstanding from time to time of such Series
and Class of US Notes. Each Series and Class of Reg S Notes will be initially
represented by a Reg S Global Note Certificate which, in the aggregate, will
represent the Principal Amount Outstanding from time to time of such Series and
Class of the Reg S Notes.

      Each Series and Class of Notes may be Fixed Rate Notes, Floating Rate
Notes, Zero Coupon Notes or a combination of any of the foregoing, depending
upon the Interest Basis shown in the applicable Final Terms.

      Each Series and Class of Notes may be Bullet Redemption Notes, Scheduled
Redemption Notes, Controlled Amortisation Notes, Pass-Through Notes or a
combination of any of the foregoing, depending upon the Redemption/Payment Basis
shown in the applicable Final Terms.

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

      In the case of a Series and Class of Notes with more than one Specified
Denomination, Notes of one Specified Denomination may not be exchanged for Notes
of such Series and Class of another Specified Denomination.

(B)   Register

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

(C)   Title

      The Holder of each Note shall (except as otherwise required by law) be
treated by the Issuing Entity, the Note Trustee, the Agent Bank and any Agent as
the absolute owner of such Note for all purposes (whether or not it is overdue
and regardless of any notice of ownership, trust or any other interest therein,
any writing on the Note Certificate relating thereto (other than the endorsed
form of


                                      W-49
<PAGE>

transfer) or any notice of any previous loss or theft of such Note Certificate)
and no person shall be liable for so treating such Holder.

(D)   Transfers

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

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

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

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

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

2.    Status, Priority and Security

(A)   Status

      The Notes of each Series and Class are direct, secured and unconditional
obligations of the Issuing Entity and will at all times rank pari passu and pro
rata without preference or priority amongst themselves.

      Subject to the provisions of Conditions 4 and 5 and subject to the other
payment conditions set out in the applicable Final Terms and the other
Transaction Documents:

      (i)   the Class A Notes of each Series will rank pari passu and pro rata
            without any preference or priority among the Class A Notes of each
            Series but in priority to the Class B Notes, the Class M Notes, the
            Class C Notes and the Class D Notes of any Series;

      (ii)  the Class B Notes of each Series will rank pari passu and pro rata
            without any preference or priority among the Class B Notes of each
            Series but in priority to the Class M Notes, the Class C Notes and
            the Class D Notes of any Series;


                                      W-50
<PAGE>

      (iii) the Class M Notes of each Series will rank pari passu and pro rata
            without any preference or priority among the Class M Notes of each
            Series but in priority to the Class C Notes and the Class D Notes of
            any Series;

      (iv)  the Class C Notes of each Series will rank pari passu and pro rata
            without any preference or priority among the Class C Notes of each
            Series but in priority to the Class D Notes of any Series; and

      (v)   the Class D Notes of each Series will rank pari passu and pro rata
            without any preference or priority among the Class D Notes of each
            series.

(B)   Conflict between the classes of Notes

      The Issuer Trust Deed contains provisions requiring the Note Trustee to
have regard to the interests of the Class A Noteholders, the Class B
Noteholders, the Class M Noteholders, the Class C Noteholders and the Class D
Noteholders equally as regards all powers, trusts, authorities, duties and
discretions of the Note Trustee under these Conditions or any of the Issuer
Transaction Documents (except where expressly provided otherwise), but requiring
the Note Trustee to have regard (except as expressly provided otherwise):

      (i)   for so long as there are any Class A Notes outstanding (of any
            Series), only to the interests of the Class A Noteholders if, in the
            opinion of the Note Trustee, there is or may be a conflict between
            the interests of the Class A Noteholders and the interests of the
            Class B Noteholders and/or the interests of the Class M Noteholders
            and/or the interests of the Class C Noteholders and/or the interests
            of the Class D Noteholders (of that Series or of any other Series);

      (ii)  subject to (i) above and for so long as there are any Class B Notes
            outstanding (of any Series), only to the interests of the Class B
            Noteholders if, in the opinion of the Note Trustee there is or may
            be a conflict between the interests of the Class B Noteholders and
            the interest of the Class M Noteholders and/or the interests of the
            Class C Noteholders and/or the interests of the Class D Noteholders
            (of that Series or of any other Series);

      (iii) subject to (i) and (ii) above and for so long as there are any Class
            M Notes outstanding (of any Series), only to the interests of the
            Class M Noteholders if, in the opinion of the Note Trustee, there is
            or may be a conflict between the interests of the Class M
            Noteholders and the interests of the Class C Noteholders and/or the
            interests of the Class D Noteholders (of that Series or of any other
            Series); and

      (iv)  subject to (i), (ii) and (iii) above and for so long as there are
            any Class C Notes outstanding (of any Series), only to the interests
            of the Class C Noteholders if, in the opinion of the Note Trustee,
            there is or may be a conflict between the interests of the Class C
            Noteholders and the Class D Noteholders (of that Series or of any
            other Series).

      The Issuer Trust Deed also contains provisions:

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


                                      W-51
<PAGE>

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

      (c)   limiting the powers of the Class C Noteholders and the Class D
            Noteholders (in each case, of any Series), inter alia, to request or
            direct the Note Trustee to take any action or to pass an effective
            Extraordinary Resolution according to the effect thereof on the
            interests of the Class M Noteholders (of that Series or of any other
            Series). Except in certain circumstances described above and in
            Condition 11, the Issuer Trust Deed contains no such limitation on
            the powers of the Class M Noteholders, the exercise of which will be
            binding on the Class C Noteholders and the Class D Noteholders
            irrespective of the effect thereof on their respective interests;
            and

      (d)   limiting the powers of the Class D Noteholders (of any Series),
            inter alia, to request or direct the Note Trustee to take any action
            or to pass an effective Extraordinary Resolution according to the
            effect thereof on the interests of the Class C Noteholders (of that
            Series or of any other Series). Except in certain circumstances
            described above and in Condition 11, the Issuer Trust Deed contains
            no such limitation on the powers of the Class C Noteholders, the
            exercise of which will be binding on the Class D Noteholders
            irrespective of the effect thereof on their respective interests.

      The Note Trustee, in determining whether the exercise by it of any right,
power, trust, authority, duty or discretion under or in relation to these
Conditions or any of the Transaction Documents will not be materially
prejudicial to the interests of the Noteholders (or any Series and Class
thereof), will have regard to confirmations (if issued) from each of the Rating
Agencies that the then current ratings of the applicable Series and Class of
Notes would not be reduced, withdrawn or qualified by such exercise and any
other confirmation which it considers, in its sole and absolute discretion, is
appropriate.

      (C)   Security

      As security for, inter alia, the payment of all monies payable in respect
of the Notes, the Issuing Entity has entered into the Issuer Deed of Charge
creating the Issuer Security in favour of the Issuer Security Trustee for itself
and on trust for, inter alios, the Note Trustee and the Noteholders.

3.    Covenants

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

(A)   Negative Pledge

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

(B)   Disposal of Assets

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


                                      W-52
<PAGE>

(C)   Equitable Interest

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

(D)   Bank Accounts

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

(E)   Restrictions on Activities

      carry on any business other than as described in the Base Prospectus (as
revised, supplemented and/or amended from time to time) relating to the issue of
the Notes and the related activities described therein or as contemplated in the
Transaction Documents relating to the issue of the Notes;

(F)   Borrowings

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

(G)   Merger

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

(H)   Waiver or Consent

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

(I)   Employees or premises

      have any employees or premises or subsidiaries;

(J)   Dividends and Distributions

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

(K)   Purchase Notes

      purchase or otherwise acquire any Note or Notes; or

(L)   United States activities

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


                                      W-53
<PAGE>

4.    Interest

(A)   Interest on Fixed Rate Notes

      Each Fixed Rate Note bears interest on its Principal Amount Outstanding
from (and including) the Interest Commencement Date at the rate(s) per annum
equal to the Rate(s) of Interest payable, subject as provided in these
Conditions, in arrear on the Note Payment Date(s) in each year specified for
such Note in the applicable Final Terms up to (and including) the Final Maturity
Date.

      Except as provided in the applicable Final Terms, the amount of interest
payable in respect of any Fixed Rate Note on each Note Payment Date for such
Note for a Fixed Interest Period ending on (but excluding) such date will amount
to the Fixed Coupon Amount. Payments of interest on any Note Payment Date for
any Fixed Rate Note will, if so specified for such Note in the applicable Final
Terms, amount to the Broken Amount so specified.

      If interest is required to be calculated in respect of any Fixed Rate Note
for a period other than a Fixed Interest Period, such interest shall be
calculated by applying the Rate of Interest specified for such Note in the
applicable Final Terms to the Principal Amount Outstanding on such Note,
multiplying such sum by the applicable Day Count Fraction, and rounding the
resultant figure to the nearest sub-unit of the relevant Specified Currency,
half of any such sub-unit being rounded upwards or otherwise in accordance with
applicable market convention.

      "Day Count Fraction" means, in respect of the calculation of an amount of
interest for any Fixed Rate Note in accordance with this Condition 4(A):

      (i)   if "Actual/Actual (ISMA)" is specified for such Note in the
            applicable Final Terms:

            (a)   in the case of Notes where the number of days in the relevant
                  period from (and including) the most recent Note Payment Date
                  for such Notes (or, if none, the Interest Commencement Date)
                  to (but excluding) the relevant Note Payment Date (the
                  "Accrual Period") is equal to or shorter than the
                  Determination Period during which the Accrual Period ends, the
                  number of days in such Accrual Period divided by the product
                  of (1) the number of days in such Determination Period and (2)
                  the number of Determination Dates (as specified in the
                  applicable Final Terms) that would occur in one calendar year;
                  or

            (b)   in the case of Notes where the Accrual Period is longer than
                  the Determination Period during which the Accrual Period ends,
                  the sum of:

                  (1)   the number of days in such Accrual Period falling in the
                        Determination Period in which the Accrual Period begins
                        divided by the product of (x) the number of days in such
                        Determination Period and (y) the number of Determination
                        Dates that would occur in one calendar year; and

                  (2)   the number of days in such Accrual Period falling in the
                        next Determination Period divided by the product of (x)
                        the number of days in such Determination Period and (y)
                        the number of Determination Dates that would occur in
                        one calendar year; and

      (ii)  if "30/360" is specified for such Note in the applicable Final
            Terms, the number of days in the period from (and including) the
            most recent Note Payment Date for such Note (or, if none, the
            Interest Commencement Date) to (but excluding) the relevant Note
            Payment Date (such number of days being calculated on the basis of a
            year of 360 days with twelve 30-day months) divided by 360.


                                      W-54
<PAGE>

(B)   Interest on Floating Rate Notes

      (i)   Note Payment Dates

            Each Floating Rate Note bears interest on its Principal Amount
            Outstanding from (and including) the Interest Commencement Date and
            such interest will be payable in arrear on the Note Payment Date(s)
            in each year specified for such Note in the applicable Final Terms.
            Such interest will be payable in respect of each Interest Period.

            If a Business Day Convention is specified for a Floating Rate Note
            in the applicable Final Terms and (x) if there is no numerically
            corresponding day in the calendar month in which a Note Payment Date
            for such Note should occur or (y) if any Note Payment Date would
            otherwise fall on a day which is not a Business Day, then, if the
            Business Day Convention specified is:

            (1)   the "Following Business Day Convention", the Note Payment Date
                  for such Note shall be postponed to the next day which is a
                  Business Day; or

            (2)   the "Modified Following Business Day Convention", the Note
                  Payment Date for such Note shall be postponed to the next day
                  which is a Business Day unless it would thereby fall into the
                  next calendar month, in which event such Note Payment Date
                  shall be brought forward to the immediately preceding Business
                  Day; or

            (3)   the "Preceding Business Day Convention", the Note Payment Date
                  for such Note shall be brought forward to the immediately
                  preceding Business Day.

      (ii)  Rate of Interest

            The Rate of Interest payable from time to time in respect of a
            Floating Rate Note will be determined in the manner specified for
            such Note in the applicable Final Terms.

            (a)   ISDA Determination for Floating Rate Notes

                  Where "ISDA Determination" is specified for such Note in the
                  applicable Final Terms as the manner in which the Rate of
                  Interest is to be determined, the Rate of Interest for each
                  Interest Period will be the relevant ISDA Rate plus or minus
                  (as indicated for such Note in the applicable Final Terms) the
                  Margin (if any). For the purposes of this sub-paragraph (a),
                  "ISDA Rate" for an Interest Period means a rate equal to the
                  Floating Rate that would be determined by the Agent Bank or
                  other person specified in the applicable Final Terms under an
                  interest rate swap transaction if the Agent Bank or that other
                  person were acting as Calculation Agent for that swap
                  transaction under the terms of an agreement incorporating the
                  ISDA Definitions and under which:

                  (1)   the Floating Rate Option is as specified for such Note
                        in the applicable Final Terms;

                  (2)   the Designated Maturity is the period specified for such
                        Note in the applicable Final Terms; and

                  (3)   the relevant Reset Date is either (i) if the applicable
                        Floating Rate Option is based on LIBOR or EURIBOR for a
                        currency, the first day of that Interest Period, or (ii)
                        in any other case, as specified for such Note in the
                        applicable Final Terms.

                  For the purposes of this sub-paragraph (a), "Floating Rate",
                  "Calculation Agent", "Floating Rate Option", "Designated
                  Maturity" and "Reset Date" have the meanings given to those
                  terms in the ISDA Definitions.


                                      W-55
<PAGE>

            (b)   Screen Rate Determination for Floating Rate Notes

                  Where "Screen Rate Determination" is specified for a Floating
                  Rate Note in the applicable Final Terms as the manner in which
                  the Rate of Interest is to be determined for such Note, the
                  Rate of Interest for each Interest Period will, subject as
                  provided below, be either:

                  (1) the offered quotation (if there is only one quotation on
                  the Relevant Screen Page); or

                  (2) the arithmetic mean (rounded if necessary to the fifth
                  decimal place, with 0.000005 being rounded upwards) of the
                  offered quotations,

                  (expressed as a percentage rate per annum) for the Reference
                  Rate which appears or appear, as the case may be, on the
                  Relevant Screen Page as at 11.00 a.m. (London time, in the
                  case of LIBOR, or Brussels time, in the case of EURIBOR) on
                  the Interest Determination Date in question plus or minus the
                  Margin (if any), all as determined by the Agent Bank. If five
                  or more of such offered quotations are available on the
                  Relevant Screen Page, the highest (or, if there is more than
                  one such highest quotation, one only of such quotations) and
                  the lowest (or, if there is more than one such lowest
                  quotation, one only of such quotations) shall be disregarded
                  by the Agent Bank for the purpose of determining the
                  arithmetic mean (rounded as provided above) of such offered
                  quotations.

                  The Issuer Paying Agent and Agent Bank Agreement contains
                  provisions for determining the Rate of Interest pursuant to
                  this sub-paragraph (b) in the event that the Relevant Screen
                  Page is not available or if, in the case of (1) above, no such
                  offered quotation appears or, in the case of (2) above, fewer
                  than three such offered quotations appear, in each case as at
                  the time specified in the preceding paragraph.

                  If the Reference Rate from time to time in respect of a
                  Floating Rate Note is specified for such Note in the
                  applicable Final Terms as being other than LIBOR or EURIBOR,
                  the Rate of Interest in respect of such Note will be
                  determined as provided for such Note in the applicable Final
                  Terms.

      (iii) Minimum Rate of Interest and/or Maximum Rate of Interest

            If the applicable Final Terms specifies a Minimum Rate of Interest
            for a Floating Rate Note for any Interest Period, then, in the event
            that the Rate of Interest for such Note in respect of such Interest
            Period determined in accordance with the provisions of paragraph
            (ii) above is less than such Minimum Rate of Interest, the Rate of
            Interest for such Note for such Interest Period shall be such
            Minimum Rate of Interest.

            If the applicable Final Terms specifies a Maximum Rate of Interest
            for such Note for any Interest Period, then, in the event that the
            Rate of Interest for such Note in respect of such Interest Period
            determined in accordance with the provisions of paragraph (ii) above
            is greater than such Maximum Rate of Interest, the Rate of Interest
            for such Note for such Interest Period shall be such Maximum Rate of
            Interest.

      (iv)  Determination of Rate of Interest and calculation of Interest
            Amounts

            The Agent Bank will at or as soon as practicable after each time at
            which the Rate of Interest is to be determined, determine the Rate
            of Interest for the relevant Interest Period.

            The Agent Bank will calculate the amount of interest payable on the
            Floating Rate Notes in respect of each Specified Denomination (each
            an "Interest Amount") for the relevant Interest Period. Each
            Interest Amount shall be calculated by applying the Rate of Interest
            to


                                      W-56
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            the Principal Amount Outstanding of each Note, multiplying such sum
            by the applicable Day Count Fraction, and rounding the resultant
            figure to the nearest sub-unit of the relevant Specified Currency,
            half of any such sub-unit being rounded upwards or otherwise in
            accordance with applicable market convention.

            "Day Count Fraction" means, in respect of the calculation of an
            amount of interest for a Floating Rate Note in accordance with this
            Condition 4(B)(iv) for any Interest Period:

            (a)   if "Actual/365" or "Actual/Actual (ISDA)" is specified for
                  such Note in the applicable Final Terms, the actual number of
                  days in the Interest Period divided by 365 (or, if any portion
                  of that Interest Period falls in a leap year, the sum of (A)
                  the actual number of days in that portion of the Interest
                  Period falling in a leap year divided by 366 and (B) the
                  actual number of days in that portion of the Interest Period
                  falling in a non-leap year divided by 365);

            (b)   if "Actual/365 (Fixed)" is specified for such for such Note in
                  the applicable Final Terms, the actual number of days in the
                  Interest Period divided by 365;

            (c)   if "Actual/365 (Sterling)" is specified for such Note in the
                  applicable Final Terms, the actual number of days in the
                  Interest Period divided by 365 or, in the case of a Note
                  Payment Date falling in a leap year, 366;

            (d)   if "Actual/360" is specified for such Note in the applicable
                  Final Terms, the actual number of days in the Interest Period
                  divided by 360;

            (e)   if "30/360", "360/360" or "Bond Basis" is specified for such
                  Note in the applicable Final Terms, the number of days in the
                  Interest Period divided by 360 (the number of days to be
                  calculated on the basis of a year of 360 days with twelve
                  30-day months (unless

            (f)   if "30E/360" or "Eurobond Basis" is specified for such Note in
                  the applicable Final Terms, the number of days in the Interest
                  Period divided by 360 (the number of days to be calculated on
                  the basis of a year of 360 days with twelve 30-day months,
                  without regard to the date of the first day or last day of the
                  Interest Period unless, in the case of the final Interest
                  Period, the Final Maturity Date (or, as the case may be,
                  Extended Due for Note Payment Date) is the last day of the
                  month of February, in which case the month of February shall
                  not be considered to be lengthened to a 30-day month).

      (v)   Notification of Rate of Interest and Interest Amounts

            The Agent Bank will cause the Rate of Interest and each Interest
            Amount for each Interest Period and the relevant Note Payment Date
            to be notified to the Note Trustee, the Issuer Security Trustee, the
            Issuer Cash Manager, the Paying Agents, the Registrar and to any
            stock exchange or other relevant competent authority or quotation
            system on which the relevant Floating Rate Notes are for the time
            being listed, quoted and/or traded or by which they have been
            admitted to listing and to be published in accordance with Condition
            14 as soon as possible after their determination but in no event
            later than the fourth Business Day thereafter. Each Interest Amount
            and Note Payment Date so notified may subsequently be amended (or
            appropriate alternative arrangements made by way of adjustment)
            without notice in the event of an extension or shortening of the
            Interest Period. Any such amendment or alternative arrangements will
            be promptly notified to the Note


                                      W-57
<PAGE>

            Trustee and each stock exchange or other relevant authority on which
            the relevant Floating Rate Notes are for the time being listed or by
            which they have been admitted to listing and to Noteholders in
            accordance with Condition 14.

      (vi)  Determination or Calculation by Note Trustee

            If for any reason at any relevant time after the Closing Date, the
            Agent Bank or, as the case may be, the Calculation Agent defaults in
            its obligation to determine the Rate of Interest for a Floating Rate
            Note or the Agent Bank defaults in its obligation to calculate any
            Interest Amount for such Note in accordance with sub-paragraph
            (ii)(a) or (b) above or as otherwise specified for such Note in the
            applicable Final Terms, as the case may be, and in each case in
            accordance with paragraph (iv) above, the Note Trustee shall
            determine the Rate of Interest at such rate as, in its absolute
            discretion (having such regard as it shall think fit to the
            foregoing provisions of this Condition, but subject always to any
            Minimum Rate of Interest or Maximum Rate of Interest specified for
            such Note in the applicable Final Terms), it shall deem fair and
            reasonable in all the circumstances or, as the case may be, the Note
            Trustee shall calculate the Interest Amount(s) in such manner as it
            shall deem fair and reasonable in all the circumstances and each
            such determination or calculation shall be deemed to have been made
            by the Agent Bank or the Calculation Agent, as the case may be.

      (vii) Certificates to be final

            All certificates, communications, opinions, determinations,
            calculations, quotations and decisions given, expressed, made or
            obtained for the purposes of the provisions of this Condition 4(B),
            whether by the Agent Bank or the Calculation Agent or the Note
            Trustee shall (in the absence of wilful default, bad faith or
            manifest error) be binding on the Issuing Entity, the Issuer Cash
            Manager, the Principal Paying Agent, the Calculation Agent, the
            other Paying Agents, the Note Trustee and all Noteholders and (in
            the absence of wilful default or bad faith) no liability to the
            Issuing Entity or the Noteholders shall attach to the Agent Bank or
            the Calculation Agent or the Note Trustee in connection with the
            exercise or non-exercise by it of its powers, duties and discretions
            pursuant to such provisions.

(C)   Accrual of interest

      Interest (if any) will cease to accrue on each Note (or in the case of the
redemption of part only of a Note, that part only of such Note) on the due date
for redemption thereof unless, upon due presentation thereof, payment of
principal is improperly withheld or refused in which event, interest will
continue to accrue as provided in the Issuer Trust Deed.

(D)   Deferred Interest

      To the extent that, subject to and in accordance with the relevant Issuer
Priority of Payments, the funds available to the Issuing Entity to pay interest
on any Series and Class of Notes (other than the most senior class of Notes of
any Series then outstanding) on a Note Payment Date for such Notes (after
payment of or provision for the Issuing Entity's liabilities of a higher
priority) are insufficient to pay the full amount of such interest, payment of
the shortfall attributable to such Series and Class of Notes ("Deferred
Interest") will not then fall due but will instead be deferred until the first
Note Payment Date for such Notes thereafter on which sufficient funds are
available (after payment of or provision for the Issuing Entity's liabilities of
a higher priority and subject to and in accordance with the relevant Issuer
Priority of Payments) to fund the payment of such Deferred Interest to the
extent of such available funds.

      Such Deferred Interest will accrue interest ("Additional Interest") at the
rate of interest applicable from time to time to the applicable Series and Class
of Notes and payment of any Additional Interest will also be deferred until the
first Note Payment Date for such Notes thereafter on which funds are available
(after payment of or provision for the Issuing Entity's liabilities of a higher


                                      W-58
<PAGE>

priority subject to and in accordance with the relevant Issuer Priority of
Payments) to the Issuing Entity to pay such Additional Interest to the extent of
such available funds.

      Amounts of Deferred Interest and Additional Interest shall not be deferred
beyond the Final Maturity Date of the applicable Series and Class of Notes, when
such amounts will become due and payable.

      Payments of interest due on a Note Payment Date in respect of the most
senior class of Notes of any Series then outstanding will not be deferred. In
the event of the delivery of an Issuer Enforcement Notice (as described in
Condition 9), the amount of interest in respect of such Notes that was due but
not paid on such Note Payment Date will itself bear interest at the applicable
rate until both the unpaid interest and the interest on that interest are paid
as provided in the Issuer Trust Deed.

5.    Redemption, Purchase and Cancellation

(A)   Final Redemption

      Unless previously redeemed in full as provided in this Condition 5, the
Issuing Entity shall redeem a Series and Class of Notes at their then Principal
Amount Outstanding together with all accrued interest on the Final Maturity Date
in respect of such Notes.

      The Issuing Entity may not redeem such Notes in whole or in part prior to
their Final Maturity Date except as provided in paragraph (B), (D), (E) or (F)
below, but without prejudice to Condition 9.

(B)   Mandatory Redemption of the Notes in Part

      On each Note Payment Date for a Series and Class of Notes, other than a
Note Payment Date on which such Notes are to be redeemed under Conditions 5(A),
(D), (E) or (F), the Issuing Entity shall repay principal in respect of such
Notes in an amount equal to:

      (i)   (a)   prior to the earlier to occur of the Step-Up Date (if any) in
                  respect of such Notes and a Pass-Through Trigger Event (and
                  subject to the terms of the Issuer Deed of Charge regarding
                  the funding, replenishment and application of the Issuer
                  Reserve Fund) the lower of:

                  (1)   the amount due to be paid on such Note Payment Date as
                        specified for such Notes in the applicable Final Terms;
                        and

                  (2)   the amount (if any) repaid on the corresponding Loan
                        Payment Date in respect of the related Loan Tranche and
                        pursuant to the Global Intercompany Loan Agreement and
                        which is available, under the terms of the Issuer Deed
                        of Charge and the Issuer Cash Management Agreement to
                        repay principal in respect of such Notes converted,
                        where the Specified Currency for such Notes is not
                        Sterling, into the Specified Currency at the Specified
                        Currency Exchange Rate for such Notes;

                        provided that, in the case of any Series and Class of
                        Pass-Through Notes, the amount of principal to be repaid
                        by the Issuing Entity in respect of such Notes on the
                        applicable Note Payment Date shall be calculated in
                        accordance with subparagraph 2 above; or

            (b)   following the earlier to occur of the Step-Up Date (if any) in
                  respect of such Notes and a Pass-Through Trigger Event
                  (whereupon each following Monthly Payment Date for such Notes
                  shall constitute a Note Payment Date for such Notes) and
                  subject to the terms of the Issuer Deed of Charge regarding
                  the funding, replenishment and application of the Issuer
                  Reserve Fund, the amount (if any) repaid on the corresponding
                  Loan Payment Date in respect of the related Loan Tranche and
                  pursuant to the Global Intercompany Loan Agreement converted,
                  where the Specified


                                      W-59
<PAGE>

                  Currency for such Notes is not Sterling, into the Specified
                  Currency at the Specified Currency Exchange Rate for such
                  Notes; and

      (ii)  the amount standing to the credit of the Issuer Reserve Fund which
            is available (subject to the terms of the Issuer Deed of Charge) to
            repay principal in respect of such Notes converted, where the
            Specified Currency for such Notes is not Sterling, into Sterling at
            the Specified Currency Exchange Rate for such Notes.

      To the extent that there are insufficient funds available to the Issuing
Entity to repay the amount due to be paid on such Note Payment Date, the Issuing
Entity will be required to repay the shortfall, to the extent that it receives
funds therefor (and subject to the terms of the Issuer Deed of Charge and the
Issuer Cash Management Agreement) on subsequent Note Payment Dates in respect of
such Notes.

(C)   Note Principal Payments and Principal Amount Outstanding

      The principal amount redeemable (the "Note Principal Payment") in respect
of each Note of a particular Series and Class on any Note Payment Date for such
Notes under Condition 5(B) above shall be a proportion of the amount required as
at that Note Payment Date to be applied in redemption of such Series and Class
of Notes on such date equal to the proportion that the Principal Amount
Outstanding of the relevant Note bears to the aggregate Principal Amount
Outstanding of such Series and Class of Notes rounded down to the nearest
sub-unit of the Specified Currency; provided always that no such Note Principal
Payment may exceed the Principal Amount Outstanding of the relevant Note.

      On each Note Determination Date the Issuing Entity shall determine (or
cause the Issuer Cash Manager to determine) (i) the amount of any Note Principal
Payment payable in respect of each Note of the relevant series and class on the
immediately following Note Payment Date for such Notes and (ii) the Principal
Amount Outstanding of each such Note which shall be the Specified Denomination
less (in each case) the aggregate amount of all Note Principal Payments in
respect of such Note that has been paid since the Closing Date and on or prior
to that Note Determination Date (the "Principal Amount Outstanding") and (iii)
the fraction expressed as a decimal to the fifth decimal point (the "Pool
Factor"), of which the numerator is the Principal Amount Outstanding of that
Note (as referred to in (ii) above) and the denominator is the Specified
Denomination. Each determination by or on behalf of the Issuing Entity of any
Note Principal Payment of a Note, the Principal Amount Outstanding of a Note and
the Pool Factor shall in each case (in the absence of wilful default, bad faith
or manifest error) be final and binding on all persons.

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

      If the Issuing Entity does not at any time for any reason determine (or
cause the Issuer Cash Manager to determine) a Note Principal Payment or the
Principal Amount Outstanding in accordance with the preceding provisions of this
paragraph, such Note Principal Payment and/or Principal Amount Outstanding may
be determined by the Note Trustee in accordance with this Condition 6(C) in the
manner the Note Trustee in its discretion considers fair and reasonable in the
circumstances, having regard to this Condition 6(C), and each such determination
or calculation shall be deemed to have been made by the Issuing Entity. Any such
determination shall (in the absence of wilful default,


                                      W-60
<PAGE>

bad faith or manifest error) be binding on the Issuing Entity, the Issuer Cash
Manager and the Noteholders.

(D)   Optional Redemption in Full

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

      (i)   the date specified as the Step-Up Date for such Notes in the
            applicable Final Terms and on any Note Payment Date for such Notes
            thereafter; or

      (ii)  on such Note Payment Date for such Notes on which the aggregate
            Principal Amount Outstanding of such Notes and all other Classes of
            Notes of the same Series is less than 10 per cent. of the aggregate
            Principal Amount Outstanding of such Series of Notes as at the
            Closing Date on which such Series of Notes were issued,

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

(E)   Optional Redemption for Tax and other Reasons

      If the Issuing Entity at any time satisfies the Note Trustee immediately
prior to the giving of the notice referred to below that on the next Note
Payment Date either:

      (i)   the Issuing Entity would be required to deduct or withhold from any
            payment of principal or interest or any other amount under a Series
            and Class of Notes any amount for or on account of any present or
            future taxes, duties, assessments or governmental charges of
            whatever nature; or

      (ii)  Funding 2 would be required to deduct or withhold from amounts due
            in respect of the Loan Tranche under the Global Intercompany Loan
            Agreement which was funded by such Notes any amount on account of
            any present or future taxes, duties, assessments or governmental
            charges of whatever nature; and

      (iii) in relation to either the events described in (i) and (ii) above,
            such obligation of the Issuing Entity or Funding 2 (as the case may
            be) cannot be avoided by the Issuing Entity or Funding 2 (as the
            case may be) taking reasonable measures available to it,

      then the Issuing Entity shall use its reasonable endeavours to arrange the
      substitution of a company incorporated in another jurisdiction approved by
      the Note Trustee as principal debtor under such Notes and/or as lender of
      such Loan Tranche as the case may be, upon the Note Trustee being
      satisfied that (1) such substitution will not be materially prejudicial to
      the Noteholders, and upon the Issuer Security Trustee being satisfied that
      (1) that the position of the Issuer Secured Creditors will not thereby be
      adversely affected, and (2) that such substitution would not require
      registration of any new security under United States securities laws or
      would materially increase the disclosure requirements under United States
      law or the costs of issuance. Only if the Issuing Entity is unable to
      arrange a substitution will the Issuing Entity be entitled to redeem the
      Notes as described in this Condition 5(E).


                                      W-61
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      Subject to the proviso below, if the Issuing Entity is unable to arrange a
substitution as described above and, as a result, one or more of the events
described in (i) or (ii) above (as the case may be) is continuing, then the
Issuing Entity may, having given not more than 60 nor less than 30 days' notice
to the Note Trustee and the Noteholders in accordance with Condition 14, redeem
all (but not some only) of such Notes on the immediately succeeding Note Payment
Date for such Notes at their aggregate Redemption Amount together with any
accrued and unpaid interest in respect thereof provided that (in either case),
prior to giving any such notice, the Issuing Entity shall have provided to the
Note Trustee:

      (a)   a certificate signed by two directors of the Issuing Entity stating
            the circumstances referred to in (i) or (ii) and (iii) above prevail
            and setting out details of such circumstances; and

      (b)   an opinion in form and substance satisfactory to the Note Trustee of
            independent legal advisors of recognised standing to the effect that
            the Issuing Entity has or will become obliged to pay such additional
            amounts as a result of such change or amendment.

      The Note Trustee shall be entitled to accept such certificate and opinion
as sufficient evidence of the satisfaction of the circumstance set out in (i) or
(ii) and (iii) above, in which event they shall be conclusive and binding on the
Noteholders. The Issuing Entity may only redeem such Notes as aforesaid, if on
or prior to giving such notice, the Issuing Entity shall have provided to the
Note Trustee a certificate signed by two directors of the Issuing Entity to the
effect that (a) it will have the funds, not subject to any interest of any other
person, required to redeem such Notes as aforesaid and any amounts required to
be paid in priority to or pari passu with such Notes outstanding in accordance
with the terms and conditions of the Issuer Deed of Charge and the Issuer Cash
Management Agreement, and (b) the Repayment Tests will be satisfied following
the making of such redemptions.

      In addition to the foregoing, if at any time it becomes unlawful for the
Issuing Entity to make, fund or allow to remain outstanding the Global
Intercompany Loan, then the Issuing Entity may require Funding 2 upon giving not
more than 60 nor less than 30 days' (or such shorter period as may be required
under any relevant law) prior written notice to the Issuing Entity (whereupon
the Issuing Entity shall give notice to the Noteholders in accordance with
Condition 14), the Issuer Security Trustee and the Note Trustee, to prepay the
Global Intercompany Loan on any Loan Payment Date subject to and in accordance
with the provisions of the Global Intercompany Loan Agreement to the extent
necessary to cure such illegality. Such monies received by the Issuing Entity
shall be used to redeem the Notes in full, together with any accrued and unpaid
interest, on the equivalent Note Payment Date.

(F)   Optional Redemption for Implementation of Recast Banking Consolidation
      Directive

      If Northern Rock informs the issuing entity that the implementation of
Directive 2006/48/EC (the "Recast Banking Consolidation Directive") in the
United Kingdom has, in Northern Rock's sole opinion, had an adverse effect on
Northern Rock's regulatory capital position, then on the Note Payment Date for a
Series and Class of Notes specified in the applicable Final Terms (if any) and
on any Note Payment Date for such Notes thereafter, the Issuing Entity may, by
giving not more than 60 nor less than 30 days' (or such shorter period as may be
required under any relevant law) prior notice to the Note Trustee and the
Noteholders in accordance with Condition 14, redeem all (but not some only) of
such Notes at their aggregate Redemption Amount together with any accrued and
unpaid interest in respect thereof on the next following Note Payment Date for
such Notes, provided that (i) an Issuer Enforcement Notice has not been served;
and (ii) no such Note Payment Date shall fall after December 31, 2010. The
Issuing Entity may only redeem the Notes as aforesaid, if on or prior to giving
such notice, the Issuing Entity shall have provided to the Note Trustee a
certificate signed by two directors of the Issuing Entity to the effect that (a)
it will have the funds, not subject to any interest of any other person,
required to redeem such Notes as aforesaid and any amounts required to be paid
in priority to or pari passu with such Notes outstanding in accordance with the


                                      W-62
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terms and conditions of the Issuer Deed of Charge and the Cash Management
Agreement, and (b) the Repayment Tests will be satisfied following the making of
such redemptions.

(G)   Redemption Amounts

      For the purposes of this Condition 5, "Redemption Amount" means, in
respect of any Series and Class of Notes, the amount specified in relation to
such Notes in the applicable Final Terms or, if not so specified:

      (i)   in respect of each Note (other than a Zero Coupon Note), the
            Principal Amount Outstanding of such Note; and

      (ii)  in respect of each Zero Coupon Note, an amount (the "Amortised Face
            Amount") calculated in accordance with the following formula:

      Redemption Amount = RP x (1 + AY) y

      where:

      RP    = the Reference Price;

      AY    = the Accrual Yield expressed as a decimal; and

      y     = a fraction, the numerator of which is equal to the number of days
            (calculated on the basis of a 360-day year consisting of 12 months
            of 30 days each) from (and including) the first Closing Date of the
            applicable Series and Class of Notes to (but excluding) the date
            fixed for redemption or, as the case may be, the date upon which
            such Note becomes due and payable and the denominator of which is
            360.

      If the amount payable in respect of any Zero Coupon Note upon redemption
of such Zero Coupon Note pursuant to Condition 5(A), (B), (D), (E) or (F) above
or upon its becoming due and repayable as provided in Condition 9 is improperly
withheld or refused, the amount due and repayable in respect of such Note shall
be the amount calculated as provided in paragraph (b) above as though the
reference therein to the date fixed for the redemption or, as the case may be,
the date upon which such Note becomes due and payable were replaced by reference
to the date which is the earlier of:

      (i)   the date on which all amounts due in respect of such Note have been
            paid; and

      (ii)  the date on which the full amount of the moneys payable in respect
            of such Note has been received by the Principal Paying Agent or the
            Note Trustee or the Registrar and notice to that effect has been
            given to the Noteholders in accordance with Condition 14.

6.    Payments

(A)   Payment of Interest and Principal

      Payments of principal shall be made by cheque in the Specified Currency,
drawn on a Designated Bank, or upon application by a Holder of the relevant Note
to the Specified Office of the Principal Paying Agent not later than the fifth
Business Day before the Record Date (as defined in Condition 6(G)), by transfer
to a Designated Account maintained by the payee with a Designated Bank and (in
the case of final redemption) upon surrender (or, in the case of part payment
only, endorsement) of the relevant Note Certificates at the Specified Office of
any Paying Agent.

      Payments of interest shall be made by cheque in the Specified Currency
drawn on a Designated Bank, or upon application by a Holder of the relevant Note
to the Specified Office of the Principal Paying Agent not later than the fifth
Business Day before the Record Date (as defined in Condition 6(G)), by transfer
to a Designated Account maintained by the payee with a Designated


                                      W-63
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Bank and (in the case of interest payable on final redemption) upon surrender
(or, in the case of part payment only, endorsement) of the relevant Note
Certificates at the Specified Office of any Paying Agent.

(B)   Laws and Regulations

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

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

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

(D)   Change of Agents

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

(E)   No payment on non-Business Day

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

(F)   Partial Payment

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

(G)   Record Date

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


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(H)   Payment of Interest

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

7.    Prescription

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

8.    Taxation

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

      The occurrence of the Issuing Entity or any Paying Agent being required to
make a withholding or deduction in the circumstances outlined in the previous
paragraph shall not constitute a Note Event of Default.

      The Issuing Entity will treat the US Notes as indebtedness for US federal
income tax purposes. Each Holder of a US dollar denominated Note, by the
acceptance thereof, agrees to treat such US dollar denominated Note as
indebtedness for US federal income tax purposes.

9.    Events of Default

(A)   Class A Noteholders

      The Note Trustee in its absolute discretion may (and if so requested in
writing by the Holders of not less than 25 per cent. in aggregate Principal
Amount Outstanding of the Class A Notes (which for this purpose and the purpose
of any Extraordinary Resolution referred to in this Condition 9(A) means the
Class A Notes of all Series constituted by the Issuer Trust Deed) or if so
directed by or pursuant to an Extraordinary Resolution passed at a meeting of
the Holders of the Class A Notes shall), subject in each case to being
indemnified and/or secured to its satisfaction, give notice (a "Class A Issuer
Enforcement Notice") to the Issuing Entity, the Issuer Security Trustee and the
Funding 2 Security Trustee of a Note Event of Default (as defined below)
declaring (in writing) the Class A Notes and all other Notes to be due and
repayable (and they shall forthwith become due and repayable) at any time after
the happening of any of the following events which is continuing or unwaived:


                                      W-65
<PAGE>

      (i)   default being made for a period of ten Business Days (in the case of
            Class A Notes having the 17th Monthly Payment Date) or seven
            Business Days (in the case of Class A Notes having the 20th Monthly
            Payment Date) in the payment of any amount of principal of the Class
            A Notes of any Series when and as the same ought to be paid in
            accordance with these Conditions or default being made for a period
            of eighteen Business Days (in the case of Class A Notes having the
            17th Monthly Payment Date) or fifteen Business Days (in the case of
            Class A Notes having the 20th Monthly Payment Date) in the payment
            of any amount of interest on the Class A Notes of any Series when
            and as the same ought to be paid in accordance with these
            Conditions; or

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

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

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

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

      (vi)  if a Funding 2 Intercompany Loan Enforcement Notice is served under
            any Funding 2 Intercompany Loan Agreement while the Class A Notes of
            any Series are outstanding.


                                      W-66
<PAGE>

(B)   Class B Noteholders

      This Condition 9(B) shall have no effect if, and for as long as, any Class
A Notes of any Series are outstanding. Subject thereto, for so long as any Class
B Notes are outstanding, the Note Trustee in its absolute discretion may (and if
so requested in writing by the Holders of not less than 25 per cent. in
aggregate Principal Amount Outstanding of the Class B Notes (which for this
purpose and the purpose of any Extraordinary Resolution referred to in this
Condition 9(B), means the Class B Notes of all Series constituted by the Issuer
Trust Deed) or if so directed by or pursuant to an Extraordinary Resolution
passed at a meeting of the Holders of the Class B Notes shall), subject in each
case to it being indemnified and/or secured to its satisfaction, give notice (a
"Class B Issuer Enforcement Notice") to the Issuing Entity, the Issuer Security
Trustee and the Funding 2 Security Trustee of a Note Event of Default (as
defined below) and declaring (in writing) the Class B Notes and all other Notes
to be due and repayable (and they shall forthwith become due and repayable) at
any time after the happening of any of the following events:

      (i)   default being made for a period of ten Business Days (in the case of
            Class B Notes having the 17th Monthly Payment Date) or seven
            Business Days (in the case of Class B Notes having the 20th Monthly
            Payment Date) in the payment of any amount of principal of the Class
            B Notes of any Series when and as the same ought to be paid in
            accordance with these Conditions or default being made for a period
            of eighteen Business Days (in the case of Class B Notes having the
            17th Monthly Payment Date) or fifteen Business Days (in the case of
            Class B Notes having the 20th Monthly Payment Date) in the payment
            of any amount of interest on the Class B Notes of any Series when
            and as the same ought to be paid in accordance with these
            Conditions; or

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

(C)   Class M Noteholders

      This Condition 9(C) shall have no effect if, and for as long as, any Class
A Notes or Class B Notes of any Series are outstanding. Subject thereto, for so
long as any Class M Notes are outstanding, the Note Trustee in its absolute
discretion may (and if so requested in writing by the Holders of not less than
25 per cent. in aggregate Principal Amount Outstanding of the Class M Notes
(which for this purpose and the purpose of any Extraordinary Resolution referred
to in this Condition 9(C), means the Class C Notes of all Series constituted by
the Issuer Trust Deed) or if so directed by or pursuant to an Extraordinary
Resolution passed at a meeting of the Holders of the Class M Notes shall),
subject in each case to it being indemnified and/or secured to its satisfaction,
give notice (a "Class M Note Issuer Enforcement Notice") to the Issuing Entity,
the Issuer Security Trustee and the Funding 2 Security Trustee of a Note Event
of Default (as defined below) and declaring (in writing) the Class M Notes and
all other Notes to be due and repayable (and they shall forthwith become due and
repayable) at any time after the happening of any of the following events:

      (i)   default being made for a period of ten Business Days (in the case of
            Class M Notes having the 17th Monthly Payment Date) or seven
            Business Days (in the case of Class M Notes having the 20th Monthly
            Payment Date) in the payment of any amount of principal of the Class
            M Notes of any Series when and as the same ought to be paid in
            accordance with these Conditions or default being made for a period
            of eighteen Business Days (in the case of Class M Notes having the
            17th Monthly Payment Date) or fifteen Business Days (in the case of
            Class M Notes having the 20th Monthly Payment Date) in the payment
            of any amount of interest on the Class M Notes of any Series when
            and as the same ought to be paid in accordance with these
            Conditions; or

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


                                      W-67
<PAGE>

(D)   Class C Noteholders

      This Condition 9(D) shall have no effect if, and for as long as, any Class
A Notes, Class B Notes or Class M Notes of any Series are outstanding. Subject
thereto, for so long as any Class C Notes are outstanding, the Note Trustee in
its absolute discretion may (and if so requested in writing by the Holders of
not less than 25 per cent. in aggregate Principal Amount Outstanding of the
Class C Notes (which for this purpose and the purpose of any Extraordinary
Resolution referred to in this Condition 9(D), means the Class C Notes of all
Series constituted by the Issuer Trust Deed) or if so directed by or pursuant to
an Extraordinary Resolution passed at a meeting of the Holders of the Class C
Notes shall), subject in each case to it being indemnified and/or secured to its
satisfaction, give notice (a "Class C Issuer Enforcement Notice") to the Issuing
Entity, the Issuer Security Trustee and the Funding 2 Security Trustee of a Note
Event of Default (as defined below) and declaring (in writing) the Class C Notes
and all other Notes to be due and repayable (and they shall forthwith become due
and repayable) at any time after the happening of any of the following events:

(i)   default being made for a period of ten Business Days (in the case of Class
      C Notes having the 17th Monthly Payment Date) or seven Business Days (in
      the case of Class C Notes having the 20th Monthly Payment Date) in the
      payment of any amount of principal of the Class C Notes of any Series when
      and as the same ought to be paid in accordance with these Conditions or
      default being made for a period of eighteen Business Days (in the case of
      Class C Notes having the 17th Monthly Payment Date) or fifteen Business
      Days (in the case of Class C Notes having the 20th Monthly Payment Date)
      in the payment of any amount of interest on the Class C Notes of any
      Series when and as the same ought to be paid in accordance with these
      Conditions; or

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

(E)   Class D Noteholders

      This Condition 9(E) shall have no effect if, and for as long as, any Class
A Notes, Class B Notes, Class M Notes or Class C Notes of any Series are
outstanding. Subject thereto, for so long as any Class D Notes are outstanding,
the Note Trustee in its absolute discretion may (and if so requested in writing
by the Holders of not less than 25 per cent. in aggregate Principal Amount
Outstanding of the Class D Notes (which for this purpose and the purpose of any
Extraordinary Resolution referred to in this Condition 9(E), means the Class D
Notes of all Series constituted by the Issuer Trust Deed) or if so directed by
or pursuant to an Extraordinary Resolution passed at a meeting of the Holders of
the Class D Notes shall), subject in each case to it being indemnified and/or
secured to its satisfaction, give notice (a "Class D Issue Enforcement Notice")
to the Issuing Entity, the Issuer Security Trustee and the Funding 2 Security
Trustee of a Note Event of Default (as defined below) and declaring (in writing)
the Class D Notes to be due and repayable (and they shall forthwith become due
and repayable) at any time after the happening of any of the following events:

      (i)   default being made for a period of ten Business Days (in the case of
            Class D Notes having the 17th Monthly Payment Date) or seven
            Business Days (in the case of Class D Notes having the 20th Monthly
            Payment Date) in the payment of any amount of principal of the Class
            D Notes of any Series when and as the same ought to be paid in
            accordance with these Conditions or default being made for a period
            of eighteen Business Days (in the case of Class D Notes having the
            17th Monthly Payment Date) or fifteen Business Days (in the case of
            Class D Notes having the 20th Monthly Payment Date) in the payment
            of any amount of interest on the Class D Notes of any Series when
            and as the same ought to be paid in accordance with these
            Conditions; or


                                      W-68
<PAGE>

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

(F)   Following Service of an Issuer Enforcement Notice

      For the avoidance of doubt, upon any Issuer Enforcement Notice being given
by the Note Trustee in accordance with Condition 9(A), (B), (C), (D) or (E) all
Notes shall immediately become due, without further action or formality at their
Principal Amount Outstanding together with accrued interest (or, in the case of
a Zero Coupon Note, at its Redemption Amount, calculated in accordance with
Condition 5(G)).

10.   Enforcement of Notes

(A)   Enforcement

      The Note Trustee may, at its discretion and without notice at any time and
from time to time, take such steps and institute such proceedings against the
Issuing Entity or any other person as it may think fit to enforce the provisions
of the Notes, the Issuer Trust Deed (including these Conditions) or any of the
other Transaction Documents to which it is a party and may, at its discretion
and without notice, at any time after the Issuer Security has become enforceable
(including after the service of an Issuer Enforcement Notice in accordance with
Condition 9), instruct the Issuer Security Trustee to take such steps as it may
think fit to enforce the Issuer Security. The Note Trustee shall not be bound to
take such steps or institute such proceedings unless:

      (i)   (subject in all cases to Condition 11(B) and to the restrictions
            contained in the Issuer Trust Deed to protect the interests of any
            higher ranking class of Noteholders) it shall have been so directed
            by an Extraordinary Resolution of the Class A Noteholders, the Class
            B Noteholders, the Class M Noteholders, the Class C Noteholders or
            the Class D Noteholders or so requested in writing by the Holders of
            at least one quarter in aggregate Principal Amount Outstanding of
            the Class A Notes, Class B Notes, Class M Notes, Class C Notes or
            Class D Notes; and

      (ii)  it shall have been indemnified and/or secured to its satisfaction.

      The Issuer Security Trustee shall not be bound to take such steps or take
any such other action unless it is so directed by the Note Trustee and
indemnified and/or secured to its satisfaction.

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

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


                                      W-69
<PAGE>

(B)   Post Enforcement Call Option

      In the event that:

      (i)   the Issuer Security is enforced and the Issuer Security Trustee
            determines that (a) the proceeds of such enforcement, after
            distribution of such proceeds to the persons entitled thereto
            ranking in priority to the Notes under the Issuer Deed of Charge and
            to the Noteholders (to the extent entitled thereto), are
            insufficient to pay in full all principal and interest and other
            amounts whatsoever due in respect of the Notes and all other claims
            ranking pari passu therewith (b) such proceeds of enforcement have
            been so distributed in accordance with the terms of the Issuer Deed
            of Charge and (c) there are no further assets available to pay
            principal and interest and other amounts whatsoever due in respect
            of the Notes; or

      (ii)  within 20 days following the Final Maturity Date of the latest
            maturing Note, the Issuer Security Trustee certifies that there is
            no further amount outstanding under the Global Intercompany Loan
            Agreement,

then all interests in each Global Note Certificate will be automatically
exchanged for equivalent interests in an equivalent amount of Notes in an
equivalent Principal Amount Outstanding in Individual Note Certificates and each
such Global Note Certificate will be cancelled on the date of such exchange.

      The Note Trustee is required, at the request of the Post Enforcement Call
Option Holder, for the consideration of one penny per Note, to transfer or (as
the case may be) procure transfer of all (but not some only) of the Notes to the
Post Enforcement Call Option Holder pursuant to the option granted to it by the
Note Trustee (as agent for the Noteholders) under the terms of the Issuer
Post-Enforcement Call Option Agreement. Immediately upon such transfer, no such
former Noteholder shall have any further interest in the Notes. Each of the
Noteholders acknowledges that the Note Trustee has the authority and the power
to bind the Noteholders in accordance with the terms and conditions set out in
the Issuer Post-Enforcement Call Option Agreement and each Noteholder, by
subscribing for or purchasing Notes, agrees to be so bound. The Note Trustee
shall give notice of the exercise of such option to the Noteholders in
accordance with Condition 14.

11.   Meetings of Noteholders, Modifications and Waiver

(A)   Meetings of Noteholders

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

(1)   Class A Notes

      In respect of the Class A Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):

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

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


                                      W-70
<PAGE>

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

(2)   Class B Notes

      In respect of the Class B Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):

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

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

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

(3)   Class M Notes

      In respect of the Class M Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):

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

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

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

(4)   Class C Notes

      In respect of the Class C Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):


                                      W-71
<PAGE>

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

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

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

(5)   Class D Notes

      In respect of the Class D Notes, the Issuer Trust Deed provides that,
subject to Condition 11(A)(6):

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

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

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

(6)   Sub-classes of Notes

      In respect of a Class of Notes of any Series constituting two or more
sub-classes, the Issuer Trust Deed provides that:

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

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

      (iii) a resolution which, in the sole opinion of the Note Trustee, affects
            the interests of the holders more than one sub-class of Notes of
            such Class and gives or may give rise to a conflict of interest
            between the holders of such sub-classes of Notes, shall be deemed to


                                      W-72
<PAGE>

            have been duly passed only if, in lieu of being passed at a single
            meeting of the holders of such sub-classes of Notes, it shall be
            passed at separate meetings of the holders of such sub-classes of
            Notes.

      Subject as provided in the following paragraph, the quorum at any meeting
of the Noteholders of any Series and Class of Notes or any one or more Series of
Notes of the same Class convened to consider an Extraordinary Resolution will
be:

      (i)   one or more persons holding or representing more than half of the
            aggregate Principal Amount Outstanding of such Series and Class of
            Notes or such one or more Series of Notes of the same Class; or

      (ii)  at any adjourned meeting, one or more persons being or representing
            Noteholders of such Series and Class of Notes or such one or more
            Series of Notes the same Class, whatever the aggregate Principal
            Amount Outstanding of the Notes so held or represented.

      The quorum at any meeting of the Noteholders for passing an Extraordinary
Resolution which includes the sanctioning of a Basic Terms Modification shall
be:

      (i)   one or more persons holding or representing not less than three
            quarters of the aggregate Principal Amount Outstanding of the Notes
            of the relevant Series and Class or of the relevant one or more
            Series of Notes of the same Class; or

      (ii)  at any adjourned and reconvened meeting, one or more persons holding
            or representing not less than one quarter of the aggregate Principal
            Amount Outstanding of the Notes of the relevant Series and Class or
            of the relevant one or more Series of Notes of the same Class.

      An Extraordinary Resolution passed at any meeting of Noteholders shall be
binding on all of the Noteholders of the relevant Series and Class or of the
relevant one or more Series of Notes of the same Class whether or not they are
present at the meeting.

      In connection with any meeting of the Noteholders where the relevant Notes
(or any of them) are not denominated in Sterling, the Principal Amount
Outstanding of any Note not denominated in Sterling shall be converted into
Sterling at the relevant Specified Currency Exchange Rate.

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

(B)   Programme Resolution

      Notwithstanding the provisions of Conditions 9, 10 and 11(A):

      (i)   any request in writing by the Noteholders of any Class of Notes to
            direct the Note Trustee to take any action pursuant to Condition 9
            and/or Condition 10, that is made during a Monthly Payment Period
            but following the 17th Monthly Payment Date falling in such Monthly
            Payment Period and as a result of the occurrence of a Note Event of
            Default under Conditions 9(A)(i), 9(B)(i), 9(C)(i), 9(D)(i) or
            9(E)(i) shall not be binding upon the Note Trustee unless, inter
            alia, the Holders of the relevant Class of Notes making such request
            includes the Holders of not less than 25 per cent. in aggregate
            Principal Amount Outstanding of the relevant Class of Notes with a
            20th Monthly Payment Date;

      (ii)  any Extraordinary Resolution of the Noteholders of any Class of
            Notes to direct the Note Trustee to take any action pursuant to
            Condition 9 and/or Condition 10 (a "Programme Resolution") shall
            only be capable of being passed at a single meeting of the
            Noteholders


                                      W-73
<PAGE>

            of all Series of such Class of Notes. The quorum at any such meeting
            for passing a Programme Resolution shall be:

            (a)   one or more persons holding or representing more than half of
                  the aggregate Principal Amount Outstanding of the Notes of
                  such Class provided that where such meeting is held during a
                  Monthly Payment Period but following the 17th Monthly Payment
                  Date falling in such Monthly Payment Period and as a result of
                  the occurrence of a Note Event of Default under Conditions
                  9(A)(i), 9(B)(i), 9(C)(i), 9(D)(i) or 9(E)(i), such quorum
                  shall include one or more persons holding or representing more
                  than half of the aggregate Principal Amount Outstanding of the
                  Notes of such Class with a 20th Monthly Payment Date; or

            (b)   at any adjourned and reconvened meeting, one or more persons
                  being or representing Noteholders of such Class of Notes,
                  whatever the aggregate Principal Amount Outstanding of such
                  Class of Notes so held or represented by them provided that
                  where such meeting is held during a Monthly Payment Period but
                  following the 17th Monthly Payment Date falling in such
                  Monthly Payment Period and as a result of the occurrence of a
                  Note Event of Default under Conditions 9(A)(i), 9(B)(i),
                  9(C)(i), 9(D)(i) or 9(E)(i), such quorum shall include one or
                  more persons being or representing Noteholders of such Class
                  of Notes with a 20th Monthly Payment Date, whatever the
                  aggregate Principal Amount Outstanding of such Class of Notes
                  so held or represented by them.

      A Programme Resolution passed at any meeting of all Series of any Class of
Notes shall be binding on all Noteholders of all Series of that Class of Notes,
whether or not they are present or represented at the meeting.

(C)   Limitations on Noteholders

      Subject as provided in Condition 11(D):

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

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

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

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


                                      W-74
<PAGE>

            materially prejudicial to the respective interests of the Class A
            Noteholders, the Class B Noteholders and/or the Class M Noteholders
            of each Series (as applicable); and


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

(D)   Approval of Modifications and Waivers by Noteholders

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

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

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

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

(E)   Modifications and Determinations by Note Trustee

      The Note Trustee, may, without the consent of the Noteholders:


                                      W-75
<PAGE>

      (i)   agree to any modification of, or to the waiver or authorisation of
            any breach or proposed breach of, the Conditions of any Series and
            Class of Notes or any of the Transaction Documents which is not in
            the opinion of the Note Trustee, materially prejudicial to the
            interests of the Noteholders of such Series and Class of Notes or of
            any other Series and Class of Notes; or

      (ii)  determine that any Note Event of Default in respect of a Series and
            Class of Notes shall not be treated as such provided that, in any
            such case, it is not in the opinion of the Note Trustee materially
            prejudicial to the interests of the Noteholders of such Series and
            Class of Notes or of any other Series and Class of Notes; or

      (iii) agree to any modification of these Conditions or any of the
            Transaction Documents which, in the opinion of the Note Trustee, is
            of a formal, minor or technical nature or is to correct a manifest
            error or an error established as such to the satisfaction of the
            Note Trustee, or is to comply with the mandatory provisions of law.

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

(F)   Redenomination

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

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

(G)   Exercise of Note Trustee's Functions

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

12.   Indemnification of the Note Trustee and the Issuer Security Trustee

      The Transaction Documents contain provisions governing the responsibility
(and relief from responsibility) of the Note Trustee and the Issuer Security
Trustee and providing for their


                                      W-76
<PAGE>

indemnification in certain circumstances, including, among others, provisions
relieving the Issuer Security Trustee from taking enforcement proceedings or
enforcing the Issuer Security unless indemnified to its satisfaction. The Note
Trustee and the Issuer Security Trustee are also entitled to be paid its costs
and expenses in priority to any interest payments to Noteholders.

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

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

      Furthermore, the Note Trustee and the Issuer Security Trustee will be
relieved of liability for making searches or other inquiries in relation to the
assets comprising the Issuer Security. The Note Trustee and the Issuer Security
Trustee do not have any responsibility in relation to the legality and the
enforceability of the trust arrangements and the related Issuer Security.
Neither the Note Trustee nor the Issuer Security Trustee will be obliged to take
any action which might result in its incurring personal liabilities. Neither the
Note Trustee nor the Issuer Security Trustee is obliged to monitor or
investigate the performance of any other person under the Transaction Documents
and is entitled to assume, until it has actual knowledge to the contrary, that
all such persons are properly performing their duties, unless it receives
express notice to the contrary.

      Neither the Note Trustee nor the Issuer Security Trustee will be
responsible for any deficiency which may arise because it is liable to tax in
respect of the proceeds of any Issuer Security.

13.   Replacement of Notes

      If Individual Note Certificates are lost, stolen, mutilated, defaced or
destroyed, the Noteholder can replace them at the Specified Office of any Paying
Agent subject to all applicable laws and stock exchange requirements. The
Noteholder will be required both to pay the expenses of producing a replacement
and to comply with the Issuing Entity's, the Registrar's and the Paying Agent's
reasonable requests for evidence and indemnity.

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

      Defaced or mutilated Note Certificates must be surrendered before
replacements will be issued.

14.   Notice to Noteholders

(A)   Publication of Notice

      Any notice to Noteholders shall be validly given if such notice is:

      (i)   sent to them by first class mail (or its equivalent) or (if posted
            to a non-UK address) by airmail at the respective addresses on the
            Register; and

      (ii)  published in The Financial Times; and


                                      W-77
<PAGE>

      (iii) for so long as amounts are outstanding on the US Notes, in a daily
            newspaper of general circulation in New York (which is expected to
            be The New York Times);

or, if any of such newspapers set out above shall cease to be published or
timely publication therein shall not be practicable, in a leading English
language daily newspaper having general circulation in the United Kingdom or the
United States (as applicable) provided that if, at any time, the Issuing Entity
procures that the information concerned in such notice shall be published on the
Relevant Screen, publication in the newspapers set out above or such other
newspaper or newspapers shall not be required with respect to such information.

(B)   Date of Publication

      Any notices so published shall be deemed to have been given on the fourth
day after the date of posting, or as the case may be, on the date of such
publication or, if published more than once on different dates, on the first
date on which publication shall have been made in the newspaper or newspapers in
which (or on the Relevant Screen on which) publication is required.

(C)   Global Note Certificates

      While the Notes are represented by Global Note Certificates, any notice to
noteholders will be validly given if such notice is provided in accordance with
Condition 14(A) or (at the option of the Issuing Entity) if delivered to DTC (in
the case of the US Notes) or Euroclear and/or Clearstream, Luxembourg (in the
case of the Reg S Notes). Any notice delivered to the DTC and/or Euroclear
and/or Clearstream, Luxembourg will be deemed to be given on the day of
delivery.

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

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

15.   Further Issues

      The Issuing Entity shall be at liberty from time to time, without the
consent of the Noteholders, to create and issue further Notes of a certain Class
having terms and conditions the same as the Notes of any Series of the same
Class or the same in all respects save for the amount and date of the first
payment of interest thereon, issue date and/or purchase price and so that the
same shall be consolidated and form a single Series and Class with the
outstanding Notes of such Series and Class.

16.   Governing Law and Jurisdiction

      The Transaction Documents and the Notes are governed by English law unless
specifically stated to the contrary. Certain provisions in the Transaction
Documents relating to property situated in Scotland are governed by Scots law.
Unless specifically stated to the contrary:

      (i)   the courts of England are to have non-exclusive jurisdiction to
            settle any disputes which may arise out of or in connection with the
            Notes and the Transaction Documents; and

      (ii)  the Issuing Entity and the other parties to the Transaction
            Documents irrevocably submit to the non-exclusive jurisdiction of
            the courts of England.


                                      W-78
<PAGE>

17.   Contracts (Rights of Third Parties) Act 1999

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

18.   Definitions

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

      "A Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class M Notes of any Series;

      "AA Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class B Notes of any Series;

      "AAA Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class A Notes of any Series;

      "AAA Principal Deficiency Sub-Ledger" means the sub-ledger to the
Principal Deficiency Ledger which specifically records any principal in respect
of the AAA Loan Tranches;

      "Accrual Yield" means, in respect of any Series and Class of Notes, the
yield specified as such for such Notes in the applicable Final Terms;

      "Additional Business Centre" means, in respect of any Series and Class of
Notes, each place specified as such for such Notes in the applicable Final
Terms;

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

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

      "Authorised Holding" means, in respect of the US Notes, $100,000 and
integral multiples of $1,000 in excess thereof or, in relation to a Series and
Class of Notes, as otherwise specified in the applicable Final Terms;

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


                                      W-79
<PAGE>

      "Base Prospectus" means the base prospectus of the Issuing Entity from
time to time, the first being the base prospectus dated 26 August, 2005;

      "Basic Terms Modification" means, in respect of any Series and Class of
Notes any modification which would have the effect of:

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

      (b)   altering the currency in which payments under such Notes are to be
            made;

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

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

      "BB Loan Tranche" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class D Notes of any Series;

      "BBB Loan Tranches" means the Loan Tranches made by the Issuing Entity to
Funding 2 under the Global Intercompany Loan Agreement from the proceeds of
issue of the Class C Notes of any Series;

      "Broken Amount" means, in respect of any Series and Class of Notes, the
amount specified as such (if any) for such Notes in the applicable Final Terms;

      "Business Day" means a day which is:

      (a)   a day on which commercial banks and foreign exchange markets settle
            payments and are open for general business (including dealing in
            foreign exchange and foreign currency deposits) in London and any
            Additional Business Centre specified in the applicable Final Terms;
            and

      (b)   in the case of any sum payable, either (1) in relation to any sum
            payable in a Specified Currency other than euro, a day on which
            commercial banks and foreign exchange markets settle payments and
            are open for general business (including dealing in foreign exchange
            and foreign currency deposits) in the principal financial centre of
            the country of the relevant Specified Currency (if other than London
            and any Additional Business Centre) and which if the Specified
            Currency is Australian dollars or New Zealand dollars shall be
            Sydney and Auckland, respectively or (2) in relation to any Notes
            denominated or payable in euro, a day on which the Trans-European
            Automated Real Time Gross Settlement Express Transfer (TARGET)
            System (the "TARGET System") is open;

      "Cash Management Agreement" means the cash management agreement dated 26
March, 2001, among, amongst others, the Cash Manager, the Mortgages Trustee,
Funding 2 and the Funding 2 Security Trustee;

      "Cash Manager" means Northern Rock or such other person or persons for the
time being acting, under the cash management agreement, as agent, inter alia,
for the Mortgages Trustee, Funding 2 and (following enforcement of the Funding 2
Security) the Funding 2 Security Trustee for the purposes of, inter alia,
managing all cash transactions and maintaining certain ledgers on behalf of the
Mortgages Trustee, Funding and (following enforcement of the Funding 2 Security)
the Funding 2 Security Trustee;


                                      W-80
<PAGE>

      "Class" or "class" means, in relation to the Notes or the Noteholders, the
Class A Notes, the Class B Notes, the Class M Notes, the Class C Notes or the
Class D Notes, as the context requires;

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

      "Class A Notes" means Notes of any Series designated as such in the
applicable Final Terms;

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

      "Class B Notes" means Notes of any Series designated as such in the
applicable Final Terms;

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

      "Class C Notes" means Notes of any Series designated as such in the
applicable Final Terms;

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

      "Class D Notes" means Notes of any Series designated as such in the
applicable Final Terms;

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

      "Class M Notes" means Notes of any Series designated as such in the
applicable Final Terms;

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

      "Closing Date" means the date on which the Issuing Entity issues a Series
of Notes to the Noteholders;

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

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

      "Designated Account" means the account (which, in the case of a payment in
Japanese Yen to a non-resident of Japan, shall be a non-resident account)
maintained by a holder with a Designated Bank and identified as such in the
Register;

      "Designated Bank" means (in the case of payment in a Specified Currency
other than euro) a bank in the principal financial centre of the country of such
Specified Currency (which, if the Specified Currency is Australian dollars or
New Zealand dollars, shall be Sydney and Auckland, respectively) and (in the
case of a payment in euro) any bank which processes payments in euro;

      "Determination Period" means, in respect of any Series and Class of Notes,
each period from (and including) a Determination Date for such Notes to (but
excluding) the next Determination Date for such Notes (including, where either
the Interest Commencement Date for such Notes or the applicable final Note
Payment Date for such Notes is not a Determination Date, the period commencing
on the first Determination Date for such Notes prior to, and ending on the first
Determination Date for such Notes falling after, such date);

      "Determination Date" means, in respect of any Series and Class of Notes,
the date(s) specified as such for such Notes in the Final Terms;

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

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


                                      W-81
<PAGE>

      "EURIBOR" means the Euro-zone inter-bank offered rate;

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

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

      "Extraordinary Resolution" means:

      (a)   a resolution passed at a meeting of the Noteholders of a particular
            Class, Series or Series and Classes duly convened and held in
            accordance with the provisions of the Issuer Trust Deed by a
            majority consisting of not less than three-fourths of the persons
            voting thereat upon a show of hands or if a poll is duly demanded by
            a majority consisting of not less than three-fourths of the votes
            cast on such poll provided that where such meeting is held during a
            Monthly Payment Period but following the 17th Monthly Payment Date
            falling in such Monthly Payment Period and as a result of the
            occurrence of a Note Event of Default under Conditions 9(A)(i),
            9(B)(i), 9(C)(i), 9(D)(i) or 9(E)(i), such majority shall include
            (i) upon a show of hands, not less than three-fourths of the persons
            voting thereat and representing the Notes of such Class, Series or
            Series and Classes with a 20th Monthly Payment Date, or (ii) if a
            poll is duly demanded, not less than three-fourths of the votes cast
            on such poll in respect of the Notes of such Class, Series or Series
            and Classes with a 20th Monthly Payment Date; or

      (b)   a resolution in writing signed by or on behalf of all the
            Noteholders of a particular Class, Series or Series and Classes,
            which resolution in writing may be contained in one document or in
            several documents in like form each signed by or on behalf of one or
            more of the Noteholders of such Class, Series or Series and Class
            (as the case may be);

      "Final Maturity Date" means, in respect of any Series and Class of Notes,
the date specified as such for such Notes in the applicable Final Terms;

      "Final Terms" means, in relation to any Series of Notes, the final terms
issued in relation to such Series of Notes as a supplement to these Conditions
(being, in the case of a Series of Notes issued prior to 1st July, 2005, in the
form of a pricing supplement) and giving details of, inter alia, the amount and
price of such Series of Notes and which forms a part of the Base Prospectus in
relation to such Series of Notes;

      "Fixed Interest Period" or "Interest Period" means, in respect of a Series
and Class of Notes, the period from (and including) a Note Payment Date for such
Notes (or the Interest Commencement Date) to (but excluding) the next (or first)
Note Payment Date for such Notes.

      "Fixed Coupon Amount" means, in respect of any Series and Class of Notes,
the amount specified as such (if any) for such Notes in the applicable Final
Terms;

      "Funding 2" means Granite Finance Funding 2 Limited;

      "Funding 2 Deed of Charge" means the deed of charge entered into on the
Initial Closing Date, as amended and restated from time to time, between, among
others, Funding 2, the Funding 2 Security Trustee, the Issuing Entity and the
Note Trustee and each deed of accession or supplement entered into in connection
therewith;

      "Funding 2 Program Date" or "Funding 2 Programme Date" means 19 January,
2005;

      "Funding 2 Security" means the mortgages, charges, assignments, pledges
and other security created by Funding 2 under or pursuant to the Funding 2 Deed
of Charge in favour of the Funding 2 Security Trustee for the benefit of the
secured creditors of Funding 2 as described under the Funding 2 Deed of Charge;


                                      W-82
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      "Funding 2 Security Trustee" means The Bank of New York and its successors
or any other security trustee under the Funding 2 Deed of Charge);

      "Global Intercompany Loan" means, at any time, the aggregate of all Loan
Tranches advanced under the Global Intercompany Loan Agreement;

      "Global Intercompany Loan Agreement" means the loan agreement entered into
the Funding 2 Programme Date between, among others, Funding 2, the Issuing
Entity and the Funding 2 Security Trustee;

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

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

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

      "Interest Commencement Date" means, in respect of any Series and Class of
Notes, the Closing Date of such Notes or such other date as may be specified as
such for such Notes in the applicable Final Terms;

      "Interest Determination Date" means, in respect of any Series and Class of
Notes, the date(s) specified as such (if any) for such Notes in the applicable
Final Terms;

      "ISDA Definitions" means the 2000 ISDA Definitions, as published by the
International Swaps and Derivatives Association, Inc. and as amended and updated
as at the Closing Date of the first Series of Notes;

      "Issuer Account Banks" means, as of the Funding 2 Program Date, Citibank,
N.A., London Branch, situated at Citigroup Centre, Canada Square, Canary Wharf,
London E14 5LB and/or each other person(s) for the time being acting as account
bank to the Issuing Entity under the Issuer Bank Account Agreement and "Issuer
Account Bank" means any of them;

      "Issuer Available Principal Receipts" means:

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

            (i)   all principal receipts to be repaid by Funding 2 to the
                  Issuing Entity under the Global Intercompany Loan Agreement on
                  any Monthly Payment Date falling in such Monthly Payment
                  Period; and

            (ii)  in so far as needed to make an Issuer Reserve Principal
                  Payment, any amount available to be drawn under the Issuer
                  Reserve Fund less the aggregate of the amounts to be applied
                  on all Monthly Payment Dates falling in the relevant Monthly
                  Payment Period in payment of interest or expenses under the
                  Issuer Pre-Enforcement Revenue Priority of Payments, plus any
                  amounts to be credited to the Issuer Reserve Ledger under the
                  Issuer Pre-Enforcement Principal Priority of Payments on any
                  Monthly Payment Date falling in the relevant Monthly Payment
                  Period;

      (b)   following enforcement of the Issuer Security, for the Issuing Entity
            in respect of any Monthly Payment Period the sum calculated by or on
            behalf of the Issuer Security Trustee on the Distribution Date
            immediately preceding such Monthly Payment Period as the amount to
            be repaid by Funding 2 to the Issuing Entity under the Global
            Intercompany Loan Agreement during the relevant Interest Periods
            and/or the sum otherwise recovered by the Issuer


                                      W-83
<PAGE>

            Security Trustee (or the receiver appointed on its behalf)
            representing the Principal Amount Outstanding of the Notes;

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

      (a)   interest, fees and any other amount (including the amounts standing
            to the credit of the Issuer Expense Sub-Ledger but excluding
            principal) paid or allocated to be paid by Funding 2 on or prior to
            any Monthly Payment Date falling in the relevant Monthly Payment
            Period in respect of the Global Intercompany Loan;

      (b)   other net income of the Issuing Entity including all amounts of
            interest received on the Issuer GIC Account and the Issuer
            Transaction Accounts and/or any income from Authorised Investments
            (but excluding Swap Collateral standing to the credit of the Issuer
            Swap Collateral Accounts) in each case to be received on or prior to
            the first day of the relevant Monthly Payment Period; and

      (c)   the amounts available to be drawn under the Issuer Reserve Fund,
            subject to any limits or conditions or the purposes for which the
            Issuer Reserve Funding may be utilised;

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

      "Issuer Bank Account Agreement" means the bank account agreement entered
into on the Funding 2 Programme Date between the Issuing Entity, the Issuer Cash
Manager, the Issuer Account Bank and the Issuer Security Trustee;

      "Issuer Cash Management Agreement" means the cash management agreement
entered into on or about the Funding 2 Programme Date among the Issuer Cash
Manager, the Issuing Entity and the Issuer Security Trustee;

      "Issuer Corporate Services Agreement" means the corporate services
agreement entered into on the Funding 2 Programme Date between, among others,
the Issuer Corporate Services Provider, Holdings, the Post Enforcement Call
Option Holder and the Issuing Entity, for the provision by the Issuer Corporate
Services Provider of certain corporate services;

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

      "Issuer Deed of Charge" means the deed of charge entered into on the
Funding 2 Program Date, as amended and restated from time to time, between,
among others, the Issuing Entity and the Issuer Security Trustee and each deed
of accession or supplement entered into in connection therewith;

      "Issuer Enforcement Notice" has the meaning indicated in Condition 10(A);

      "Issuer Master Definitions Schedule" means the master definitions schedule
in connection with the Issuing Entity dated on the Funding 2 Program Date
setting out, among other things, definitions which apply to certain Transaction
Documents;

      "Issuer Paying Agent and Agent Bank Agreement" means the paying agent and
agent bank agreement entered into on the Funding 2 Program Date between the
Issuing Entity, the Principal Paying Agent, the Paying Agents, the Transfer
Agent, the Registrar, the Agent Bank, the Issuer Security Trustee and the Note
Trustee;


                                      W-84
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      "Issuer Post-Enforcement Call Option Agreement" means the post enforcement
call option agreement entered into on the Funding 2 Program Date between the
Issuing Entity, the Post Enforcement Call Option Holder and the Note Trustee;

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

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

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

      "Issuer Secured Creditors" means the Issuer Security Trustee (and any
receiver appointed under the Issuer Deed of Charge), the Note Trustee, the
Issuer Swap Providers, any Start-Up Loan Provider, the Issuer Corporate Services
Provider, the Issuer Account Banks, the Issuer Cash Manager, the Paying Agents,
the Agent Bank, the Transfer Agent, the Registrar and the Noteholders and any
new Issuer Secured Creditor who accedes to the Issuer Deed of Charge from time
to time under a Deed of Accession or a supplemental deed;

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

      "Issuer Security Trustee" means The Bank of New York and its successors or
any further or other security trustee under the Issuer Deed of Charge, as
trustee for the Issuer Secured Creditors;

      "Issuer Swap Agreements" means the ISDA master agreements, schedules
thereto and confirmations thereunder relating to the currency and/or interest
rate swaps to be entered into on each Closing Date, and any credit support
annexes or other credit support documents entered into at any time, as amended
from time to time, among the Issuing Entity and the applicable Issuer Swap
Provider and/or any credit support provider and includes any additional and/or
replacement Issuer Swap Agreement entered into by the Issuing Entity from time
to time in connection with the Notes;

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

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

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


                                      W-85
<PAGE>

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

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

      "Issuer Swap Providers" means the institutions identified in respect of
each Issuer Swap Agreement in the Final Terms related to the relevant Series and
Class of Notes;

      "Issuer Transaction Account" means the day to day bank accounts of the
Issuing Entity, held with an Issuer Account Bank as at the Funding 2 Program
Date or that may be opened, with the prior approval of the Issuer Security
Trustee, after the Closing Date;

      "Issuer Trust Deed" means the trust deed entered into on the Funding 2
Program Date as amended and restated from time to time between the Issuing
Entity and the Note Trustee, and each supplemental deed entered into in
connection therewith;

      "Issuing Entity" means Granite Master Issuer plc;

      "LIBOR" means the London inter-bank offered rate;

      "Listed Notes" means each Series and Class of Notes which is admitted to
the official list maintained by the UK Listing Authority and admitted to trading
on the London Stock Exchange's Gilt Edged and Fixed Interest Market;

      "Loan Payment Date" means, in respect of a Loan Tranche, the Monthly
Payment Date(s) specified in the Loan Tranche Supplement for the payment of
interest and/or principal subject to the terms of the Global Intercompany Loan
Agreement;

      "Loan Tranches" means the AAA Loan Tranches, the AA Loan Tranches, the A
Loan Tranches, the BBB Loan Tranches and the BB Loan Tranches, being the
advances made by the Issuing Entity to Funding 2, pursuant to the Global
Intercompany Loan Agreement, each being funded from proceeds received by the
Issuing Entity from the issue of a Series and Class of Notes;

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

      "Margin" means, in respect of any Series and Class of Notes, the amount
specified as such for such Notes in the applicable Final Terms;

      "Maximum Rate of Interest" means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the applicable
Final Terms;

      "Minimum Rate of Interest" means, in respect of any Series and Class of
Notes, the rate of interest specified as such for such Notes in the applicable
Final Terms;

      "Minimum Seller Share" means an amount included in the Seller Share which
is calculated in accordance with the Mortgages Trust Deed;

      "Monthly Payment Date" means:

      (a)   in respect of the Issuing Entity (and each Series and Class of Notes
            issued by the Issuing Entity before 1 May, 2007) and Funding 2 (and
            each Loan Tranche made by the Issuing Entity to Funding 2 before 1
            May, 2007), the 20th Monthly Payment Date (as defined in
            sub-paragraph (b) below) of each calendar month subject to the
            appropriate Business Day Convention, if any, specified (in relation
            to a Series and Class of Notes) in the applicable


                                      W-86
<PAGE>

            Final Terms or (in relation to a Loan Tranche) in the applicable
            Loan Tranche Supplement in each case;

      (b)   in respect of the Issuing Entity (and each Series and Class of Notes
            issued by the Issuing Entity on or after 1 May, 2007) and Funding 2
            (and each Loan Tranche made by the Issuing Entity to Funding 2 on or
            after 1 May, 2007), the day of each calendar month specified as such
            (in relation to a Series and Class of Notes) in the applicable Final
            Terms or (in relation to a Loan Tranche) in the applicable Loan
            Tranche Supplement, which day shall be either the 17th day of each
            calendar month (the "17th Monthly Payment Date") or the 20th day of
            each calendar month (the "20th Monthly Payment Date"), in each case,
            subject to the appropriate Business Day Convention, if any,
            specified in the applicable Final Terms or in the applicable Loan
            Tranche Supplement;

      "Monthly Payment Period" means, in respect of the Issuing Entity and
Funding 2 and in relation to a calendar month, subject to any applicable
Business Day Convention in respect of the Notes or the Loan Tranches, as
applicable, the period beginning on, and including, the 17th Monthly Payment
Date of such calendar month and ending on, and including, the 20th Monthly
Payment Date of such calendar month;

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

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

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

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

      "Note Event of Default" means the occurrence of an event of default by the
Issuing Entity as specified in Condition 9;

      "Note Payment Date" means, in respect of a Series and Class of Notes, the
Monthly Payment Date(s) specified in the applicable Final Terms for payment of
interest and/or principal, subject to the terms and conditions of the Notes;

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

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

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

      "Pass-Through Trigger Event" means any of the following events:

      (a)   a Trigger Event;

      (b)   the service of an Issuer Enforcement Notice by the Note Trustee on
            the Issuing Entity; or

      (c)   the service of a Funding 2 Intercompany Loan Enforcement Notice by
            the Funding 2 Security Trustee on Funding 2;

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

      "Payment Business Day" means a day which is:


                                      W-87
<PAGE>

      (a)   a day on which a day on which commercial banks and foreign exchange
            markets settle payments and are open for general business (including
            dealing in foreign exchange and foreign currency deposits) in:

            (i)   the relevant place of presentation;

            (ii)  London; and

            (iii) any Additional Financial Centre specified in the applicable
                  Final Terms; and

      (b)   either (1) in relation to any sum payable in a Specified Currency
            other than euro, a day on which commercial banks and foreign
            exchange markets settle payments and are open for general business
            (including dealing in foreign exchange and foreign currency
            deposits) in the principal financial centre of the country of the
            relevant Specified Currency (if other than London and any Additional
            Business Centre) and which if the Specified Currency is Australian
            dollars or New Zealand dollars shall be Sydney and Auckland,
            respectively or (2) in relation to any Notes denominated or payable
            in euro, a day on which the Trans-European Automated Real Time Gross
            Settlement Express Transfer (TARGET) System is open; and

      (c)   in the case of any payment in respect of a Global Note Certificate
            denominated in a Specified Currency other than US dollars and
            registered in the name of DTC or its nominee and in respect of which
            an accountholder of DTC (with an interest in such Global Note) has
            elected to receive any part of such payment in US dollar, a day on
            which commercial banks are not authorised or required by law or
            regulation to be closed in New York;

      "Post Enforcement Call Option Holder" means GPCH Limited;

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

      "Principal Paying Agent" means Citibank, N.A., London Branch, Citigroup
Centre, Canada Square, Canary Wharf, London E14 5LB in its capacity as principal
paying agent at its Specified Office or such other person for the time being
acting as principal paying agent under the Issuer Paying Agent and Agent Bank
Agreement;

      "Rate of Interest" and "Rates of Interest" means, in respect of any Series
and Class of Notes, the rate or rates (expressed as a percentage per annum) on
interest payable in respect of such Notes specified in the applicable Final
Terms or calculated and determined in accordance with the applicable Final
Terms;

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

      "Reference Price" means, in respect of any Series and Class of Notes, the
price specified as such for such Notes in the applicable Final Terms;

      "Reference Rate" means, in respect of any Series and Class of Notes, the
rate specified as such for such Notes in the applicable Final Terms;

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

      "Reg S Notes" means each Series and Class of Listed Notes that are not US
Notes;

      "Reg S Global Note Certificates" means the note certificates representing
the Reg S Notes while in global form;

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


                                      W-88
<PAGE>

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

      "Relevant Screen" means a page of the Reuters service or Bloomberg
service, or any other medium for electronic display of data as may be previously
approved in writing by the Note Trustee and has been notified to Noteholders in
the manner set out in Condition 14;

      "Relevant Screen Page" means, in respect of any Series and Class of Notes,
the screen page specified as such for such Notes in the applicable Final Terms;

      "Security Interest" means any mortgage or sub-mortgage, standard security,
charge or sub-charge (whether legal or equitable), encumbrance, pledge, lien,
hypothecation, assignment by way of security or other security interest or title
retention arrangement and any agreement, trust or arrangement having
substantially the same economic or financial effect as any of the foregoing
(other than a lien arising in the ordinary course of business or by operation of
law);

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

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

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

      "Series" means, subject to Condition 15, in relation to the Notes, all
Notes (of any Class) issued on a given day;

      "Series and Class" means, a particular Class of Notes of a given Series
or, where such Class of such Series comprises more than one sub-class, "Series
and Class" means a particular subclass of such Class;

      "Specified Currency" means, in respect of any Series and Class of Notes,
the currency or currencies specified as such for such Notes in the applicable
Final Terms;

      "Specified Currency Exchange Rate" means, in relation to a Series and
Class of Notes, the exchange rate specified in the Issuer Swap Agreement
relating to such Series and Class of Notes or, if the Issuer Swap Agreement has
been terminated, the applicable spot rate;

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

      "Specified Denomination" means, in respect of any Series and Class of
Notes, the denomination specified as such for such Notes in the applicable Final
Terms which shall be (euro)50,000 or more (or its equivalent in any other
currency at the date of issue of such Notes);

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


                                      W-89
<PAGE>

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

      "Sterling Notes" means each Series and Class of Notes denominated in
Sterling;

      "sub-unit" means, with respect to any currency other than Sterling, the
lowest amount of such currency that is available as legal tender in the country
of such currency and, with respect to Sterling, one pence;

      "Transaction Documents" means the Issuer Corporate Services Agreement, the
Global Intercompany Loan Agreement, the Funding 2 Deed of Charge, the Issuer
Bank Account Agreement, the Issuer Deed of Charge, the Issuer Trust Deed, the
Issuer Paying Agent and Agent Bank Agreement, the Issuer Cash Management
Agreement, the Issuer Post-Enforcement Call Option Agreement, the Issuer Swap
Agreements, any Issuer Swap Collateral Ancillary Document, the Issuer Master
Definitions Schedule, the Mortgages Trustee Guaranteed Investment Contract, the
Funding 2 Guaranteed Investment Contract and such other related documents which
are referred to in the terms of the above documents;

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

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

      "UK Listing Authority" means the Financial Services Authority in its
capacity as competent authority for the purposes of Part VI of the Financial
Services and Markets Act 2000, as amended;

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

      "US Notes" means each Series and Class of Listed Notes which is registered
with the United States Securities and Exchange Commission under the United
States Securities Act of 1933, as amended;

      "US Prospectus" means, in relation to the US Notes, the US Prospectus of
the Issuer from time to time, the first being the US Prospectus dated 21 January
2005;

      "US Prospectus Supplement" means, in relation to any Series of US Notes,
the prospectus supplement issued in relation to such Series of US Notes as a
supplement to the US Prospectus and giving details of such Series of US Notes;
and

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


                                      W-90
<PAGE>

                                   SCHEDULE 4
                     PROVISIONS FOR MEETINGS OF NOTEHOLDERS

1     (A)   Definitions

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

            "Basic Terms Modification" means, in respect of any Series and Class
            of Issuer Notes, any modification which would have the effect of:

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

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

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

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

            (v)   altering this definition or the proviso to paragraph 6 below;

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

            (a)   it is certified that:

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

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


                                       58
<PAGE>

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

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

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

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

            "Extraordinary Resolution" means

            (a)   a resolution passed at a meeting of the Noteholders of a
                  particular Class, Series or Series and Classes 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 provided that
                  where such meeting is held during a Monthly Payment Period but
                  following the 17th Monthly Payment Date falling in such
                  Monthly Payment Period and as a result of the occurrence of a
                  Note Event of Default under Conditions 9(A)(i), 9(B)(i),
                  9(C)(i), 9(D)(i) or 9(E)(i), such majority shall include (i)
                  upon a show of hands, not less than three-fourths of the
                  persons voting thereat and representing the Notes of such
                  Class, Series or Series and Classes with a 20th Monthly
                  Payment Date, or (ii) if a poll is duly demanded, not less
                  than three-fourths of the votes cast on such poll in respect
                  of the Notes of such Class, Series or Series and Classes with
                  a 20th Monthly Payment Date; or

            (b)   a resolution in writing signed by or on behalf of all the
                  Noteholders of a particular Class, Series or Series and
                  Classes, which resolution in writing may be contained in one
                  document or in several documents in like form each signed by
                  or on behalf of one or more of the Noteholders of such Class,
                  Series or Series and Class (as the case may be);

            "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


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<PAGE>

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

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

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

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

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

            "Issuer Notes" and "Noteholders" shall mean:

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

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

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

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

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

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

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


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<PAGE>

            aforesaid all or part of a day upon which banks are open for
            business in all of the places as aforesaid; and

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

(B)   Issue of Block Voting Instructions

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

(C)   References to Blocking/Release of Issuer Notes

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

(D)   Issue of Forms of Proxy

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

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

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

2.    Convening of Meeting

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


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<PAGE>

3.    Notice

      At least 21 days' notice (exclusive of the day on which the notice is
      given and the day on which the Meeting is to be held) specifying the
      place, day and hour of Meeting, shall be given to the relevant
      Noteholders, the Paying Agents, the Agent Bank and the Registrar prior to
      any Meeting. Such notice shall: (1) be in the English language; (2) state
      in outline the nature of the business to be transacted at the Meeting to
      which it relates; and, (3) shall specify the terms of any resolution to be
      proposed. Such notice shall include statements, if applicable, to the
      effect that (a) Issuer Notes may be blocked in clearing systems for the
      purposes of appointing Proxies under Block Voting Instructions until 48
      hours before the time fixed for the Meeting; and, (b) a Noteholder may
      appoint a Proxy, either (i) under a Block Voting Instruction by delivering
      written instructions to the Registrar, or (ii) by executing and delivering
      a Form of Proxy to the Specified Office of the Registrar. In the case of
      both (i) or (ii) such appointment of a Proxy may be done up to 48 hours
      before the time fixed for the Meeting. A copy of the notice shall be sent
      by post to the Note Trustee (unless the Meeting is convened by the Note
      Trustee) and, to the Master Issuer (unless the Meeting is convened by the
      Master Issuer).

4.    Chairman

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

5.    Quorum

      Subject as provided in the Issuer Conditions:

      (a)   any such Meeting of one or more persons present holding Issuer Notes
            or being Proxies or Representatives and holding or representing in
            the aggregate not less than one-twentieth of the aggregate principal
            amount of the Issuer Notes outstanding of the relevant Series and
            Class or of any one or more Series of the same Class for the time
            being outstanding (as defined in Clause 1.6 of this Deed) (or, at
            any adjourned Meeting, one or more persons being or representing
            Noteholders whatever the aggregate Principal Amount Outstanding of
            the Issuer Notes of the such Series and Class or such one or more
            Series of the same Class) shall (except for the purpose of passing
            an Extraordinary Resolution or a Programme Resolution) form a quorum
            for the transaction of business and no business (other than the
            choosing of a Chairman) shall be transacted at any Meeting unless
            the requisite quorum be present at the commencement of the relevant
            business;

      (b)   the quorum at any such Meeting for passing an Extraordinary
            Resolution (other than an Extraordinary Resolution to sanction a
            Basic Term Modification) or a Programme Resolution shall (subject as
            provided below) be


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<PAGE>

            one or more persons present holding or representing Issuer Notes or
            being Proxies or Representatives and holding or representing in the
            aggregate more than half of the aggregate principal amount of the
            Issuer Notes outstanding (as defined in Clause 1.6 of this Deed) of
            the relevant Series and Class or of any one or more Series of the
            same Class (or, at any adjourned Meeting, one or more persons being
            or representing Noteholders whatever the aggregate principal amount
            of the Issuer Notes outstanding (as defined in Clause 1.6 of this
            Deed) of such Series and Class or such one or more Series of the
            same Class so held or represented); or

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

6.    Adjournment for want of quorum

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

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

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

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

7.    Notice following Adjournment

      Notice of any adjourned Meeting at which an Extraordinary Resolution is to
      be submitted shall be given in the same manner as notice of an original
      Meeting as


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<PAGE>

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

8.    Show of hands

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

9.    Chairman's declaration

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

10.   Poll

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

11.   Adjourned Meeting

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

12.   Limitation on Adjournments

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

13.   Participation

      Any Proxy and/or Representative, the Note Trustee and its lawyers and
      financial advisers and any director, officer or employee of a corporation
      being a trustee of the


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<PAGE>

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

14.   Votes

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

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

      (b)   on a poll every such person who is so present shall have one vote in
            respect of each [(pound)1] or such other amount as the Note Trustee
            may, in its discretion, stipulate (or in the case of Meetings of
            holders of Issuer Notes denominated in another currency, such amount
            in such currency as the Note Trustee in its absolute discretion may
            stipulate) in Principal Amount Outstanding of the Issuer Notes in
            respect of which he is a Proxy or Representative or in respect of
            which he is the holder.

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

15.   Proxies need not be Noteholders

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

16.   Deposit of votes

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


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<PAGE>

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

18.   Record Date

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

19.   Powers

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

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


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<PAGE>

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

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

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

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

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

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

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

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

      provided, however, that:

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


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<PAGE>

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

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

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

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

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

      (2)   provided, however, that:

      (i)   no Extraordinary Resolution of the Noteholders of any one or more
            Series of Class A Notes to sanction a modification of, or any waiver
            or authorisation of any breach, or proposed breach of, any of the
            provisions of the Issuer Transaction Documents or the Conditions of
            such Notes shall take effect unless it has been sanctioned by an
            Extraordinary Resolution of the Class B


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<PAGE>

            Noteholders, an Extraordinary Resolution of the Class M Noteholders,
            an Extraordinary Resolution of the Class C Noteholders and an
            Extraordinary Resolution of the Class D Noteholders, in each case of
            each Series, or the Note Trustee is of the opinion that it would not
            be materially prejudicial to the respective interests of the Class B
            Noteholders, the Class M Noteholders, the Class C Noteholders and
            the Class D Noteholders of each Series;

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

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

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

20.   Extraordinary Resolution binds all Noteholders

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


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      Condition 14 (Notice to Noteholders) within 14 days of such result being
      known provided that the non-publication of such notice shall not
      invalidate such result.

21.   Additional Meeting Provisions

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

      (i)   Class A Notes

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

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

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

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

      (ii)  Class B Notes

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

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

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

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class B Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders


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<PAGE>

                  of such two or more Series of Class B Notes, shall be deemed
                  to have been duly passed only if, in lieu of being passed at a
                  single meeting of the holders of such two or more Series of
                  Class B Notes, it shall be passed at separate meetings of the
                  holders of such two or more Series of Class B Notes.

      (iii) Class M Notes

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

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

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

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

      (iv)  Class C Notes

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

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

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

            (c)   a resolution which, in the sole opinion of the Note Trustee,
                  affects the interests of the holders of the Class C Notes of
                  any two or more Series and gives or may give rise to a
                  conflict of interest between the holders of such two or more
                  Series of Class C Notes, shall be deemed to have


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<PAGE>

                  been duly passed only if, in lieu of being passed at a single
                  meeting of the holders of such two or more Series of Class C
                  Notes, it shall be passed at separate meetings of the holders
                  of such two or more Series of Class C Notes.

      (v)   Class D Notes

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

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

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

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

      (vi)  Sub-classes of Notes

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

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

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

            (c)   a resolution which, in the sole opinion of the Note Trustee
                  affects the interests of the holders of more than one
                  sub-class of Notes of such Class and gives or may give rise to
                  a conflict of interest between the holders of such sub-classes
                  of Notes, shall be deemed to have been


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<PAGE>

                  duly passed only if, in lieu of being passed at a single
                  meeting of the holders of such sub-classes of Notes, it shall
                  be passed at separate meetings of the holders of such
                  sub-classes of Notes.

         (vii)    Programme Resolution

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

22.   Minutes

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

23.   Further Regulations

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

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

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


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                                 EXECUTION PAGE

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


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

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

Name:


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

Name:







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

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


Name:





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