SOUTHERN PACIFIC SECURITIES 04-2 PLC - Consent Solicitation Memorandum

IMPORTANT NOTICE

                               IMPORTANT NOTICE

You must read this notice before continuing: This notice applies to the
attached memorandum (this "Consent Solicitation Memorandum"), whether received
by e-mail, accessed from an internet page or otherwise received as a result of
electronic communication, and you are advised to read this notice carefully
before reading, accessing or making any other use of this Consent Solicitation
Memorandum. In reading, accessing or making any other use of this Consent
Solicitation Memorandum, you agree to be bound by the following terms and
conditions and each of the restrictions set out in this Consent Solicitation
Memorandum, including any modifications to them from time to time, each time
you receive any information from the Tabulation Agent, the Issuer, the
Liquidity Facility Provider, the Paying Agents or the Trustee as a result of
such access.

Confirmation of your representation:

YOU ARE REMINDED THAT YOU HAVE BEEN SENT THIS CONSENT SOLICITATION MEMORANDUM
ON THE BASIS THAT (I) YOU ARE A HOLDER OR A CUSTODIAN OR INTERMEDIARY ACTING
ON BEHALF OF A BENEFICIAL HOLDER OR A BENEFICIAL OWNER OF THE CLASS C1a
€5,000,000 MORTGAGE BACKED FLOATING RATE NOTES DUE 2042 (THE "CLASS C1a
NOTES"), THE CLASS C1c £19,400,000 MORTGAGE BACKED FLOATING RATE NOTES DUE
2042 (THE "CLASS C1c NOTES"), THE CLASS D1a €5,000,000 MORTGAGE BACKED
FLOATING RATE NOTES DUE 2042 (THE "CLASS D1a NOTES"), THE CLASS D1c
£19,400,000 MORTGAGE BACKED FLOATING RATE NOTES DUE 2042 (THE "CLASS D1c
NOTES"), THE CLASS E £7,000,000 MORTGAGE BACKED FLOATING RATE NOTES DUE 2042
(THE "CLASS E NOTES", AND TOGETHER WITH THE CLASS C1a NOTES, THE CLASS C1c
NOTES, THE CLASS D1a NOTES AND THE CLASS D1c NOTES, THE "EXISTING NOTES") EACH
ISSUED BY SOUTHERN PACIFIC SECURITIES 04-2 PLC, (II) YOU ARE A PERSON TO WHOM
IT IS LAWFUL TO SEND THIS CONSENT SOLICITATION MEMORANDUM UNDER ALL APPLICABLE
LAWS, AND (III) YOU CONSENT TO DELIVERY BY ELECTRONIC TRANSMISSION.

This Consent Solicitation Memorandum has been sent to you in an electronic
form. You are reminded that documents transmitted via this medium may be
altered or changed during the process of transmission and consequently none of
the Trustee, the Principal Paying Agent, the U.S Paying Agent, the Tabulation
Agent, the Issuer, the Liquidity Facility Provider or any person who controls
or is a director, officer, employee or agent of any of the Trustee, the
Principal Paying Agent, the U.S Paying Agent, the Tabulation Agent, the
Issuer, the Liquidity Facility Provider or any affiliate of any such person
accepts any liability or responsibility whatsoever in respect of any
difference between this Consent Solicitation Memorandum and the hard copy
version available for inspection at the office of the Issuer.

You are reminded that this Consent Solicitation Memorandum has been delivered
to you on the basis that you are a person into whose possession this Consent
Solicitation Memorandum may be lawfully delivered in accordance with the laws
of the jurisdiction in which you are located and you may not nor are you
authorised to deliver this Consent Solicitation Memorandum to any other person
except to purchasers/transferees to whom the Existing Notes have been
sold/transferred and provided that such delivery is lawful.

Nothing in this electronic transmission constitutes an offer to buy or the
solicitation of an offer to sell any securities in any jurisdiction.

      THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other financial, legal or tax adviser
authorised under the Financial Services and Markets Act 2000 (if you are in
the United Kingdom), or from another appropriately authorised independent
financial adviser (if you are not) and such other professional advice from
your own professional advisors as you deem necessary.

If you have recently sold or otherwise transferred your entire holding(s) of
Existing Notes referred to below, you should immediately forward this document
to the purchaser or transferee, or to the stockbroker, bank or other agent
through whom the sale or transfer was effected, for transmission to the
purchaser or transferee.

The distribution of this Consent Solicitation Memorandum in certain
jurisdictions may be restricted by law and persons into whose possession this
Consent Solicitation Memorandum comes are requested to inform themselves
about, and to observe, any such restrictions.

                     Southern Pacific Securities 04-2 PLC

     (a public company with limited liability incorporated in England and
                    Wales with registered number 5109165)

                                (the "Issuer")

      Class C1a €5,000,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196615396, US84359VAK89; CUSIP: 84359VAK8

      Class C1c £19,400,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616360, US84359VAM46; CUSIP: 84359VAM4

      Class D1a €5,000,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616527, US84359VAN29; CUSIP: 84359VAN2

      Class D1c £19,400,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196618069, US84359VAQ59; CUSIP: 84359VAQ5

       Class E £7,000,000 Mortgage Backed Floating Rate Notes due 2042
                              ISIN: XS0196618499

                       (together, the "Existing Notes")

                       CONSENT SOLICITATION MEMORANDUM

                                in relation to

     a proposal for amendments to the Liquidity Facility Agreement signed
  by, among others, the Issuer dated 9 August 2004 (as amended, amended and
   restated, varied or novated from time to time) (the "Liquidity Facility
                                 Agreement")

Capitalised terms used but not defined in this Consent Solicitation Memorandum
(see Section 6 (Definitions)) shall, unless the context otherwise requires,
have the meanings set out in:

(i) the master definitions schedule signed by, amongst others, the Issuer
dated 9 August 2004 (the "Master Definitions Schedule");

(ii) the trust deed signed by, amongst others, the Issuer dated 9 August 2004
(the "Trust Deed");

(iii) the terms and conditions of the Notes as set out in Schedule 2 Part 5 to
the Trust Deed (the "Terms and Conditions"); and/or

(iv) the Liquidity Facility Agreement,

as the case may be.

The Issuer has been requested by Lloyds Bank plc (the "Liquidity Facility
Provider"), at the Liquidity Facility Provider's cost, to put to the holders
of the Existing Notes (the "Noteholders" or "Existing Noteholders") a request
to agree to certain amendments to the Liquidity Facility Agreement (the
"Proposed Amendments"). The Proposed Amendments are summarised in Section 1
(Proposed Amendments) below.

The Proposed Amendments are set out in full in the Amendment Deeds, copies of
which are available from the Issuer. Noteholders are encouraged to read the
Amendment Deeds.

A notice to the Existing Noteholders convening meetings (the "Meetings
Notice") to be held at the offices of Reed Smith LLP, The Broadgate Tower, 20
Primrose Street, London EC2A 2RS on 5 December 2014 is set out in Section 5
(Form of Meetings Notice and Extraordinary Resolutions). The Meetings Notice
was published in accordance with the Terms and Conditions on the date of this
Consent Solicitation Memorandum.

The Meetings Notice sets out the Extraordinary Resolutions which will be
proposed at the Meetings in relation to the Proposed Amendments and the
procedure for voting at the Meetings. The First Extraordinary Resolution
relates to the First Proposed Amendments and the Second Extraordinary
Resolution relates to the Second Proposed Amendments.

A description of the action to be taken by Noteholders in connection with the
Proposed Amendments is set out in Section 3 (Voting and Meeting) and Section 5
(Form of Meetings Notice and Extraordinary Resolutions) below.

In accordance with normal practice, the Tabulation Agent, the Trustee, the
Issuer, the Cash/Bond Administrator and the Paying Agents (and their
respective advisors) have not been involved in the formulation of the Proposed
Amendments and express no views or opinions on the merits of the Proposed
Amendments or the Extraordinary Resolutions. Neither the Trustee nor the
Issuer has any objection to the Proposed Amendments and the Extraordinary
Resolutions being put to Noteholders for their consideration. The Trustee, the
Issuer, the Cash/Bond Administrator, the Tabulation Agent and the Paying
Agents (and their respective advisors) are not responsible for the accuracy,
sufficiency, relevance, completeness, validity, correctness or otherwise of
the statements made in this Consent Solicitation Memorandum or otherwise
disclosed or to be disclosed to Noteholders and in particular relating to
costs, savings or expenses of the Issuer in connection with the Proposed
Amendments and the Extraordinary Resolutions and make no representation that
all relevant information has been disclosed to the Noteholders in or pursuant
to this Consent Solicitation Memorandum and the Meeting Notice. None of the
Issuer, the Cash/Bond Administrator or the Trustee (or any of their respective
advisors) accepts any liability in relation to the Proposed Amendments or the
matters set out in this Consent Solicitation Memorandum.

Noteholders should take their own independent advice on the merits and on the
consequences of voting in favour of the Proposed Amendments. A discussion of
certain factors, which should be considered in connection with the delivery of
voting instructions, is set out under "Special Considerations" in Section 4
below.

If Noteholders have any questions regarding the Proposed Amendments or voting
in relation to the Extraordinary Resolutions, they should contact the
Tabulation Agent, the contact details for which are below.

Lucid Issuer Services Limited
Contact: Victor Parzyjagla
Telephone: [phone]
Email: [e-mail]

THIS DOCUMENT CONTAINS IMPORTANT INFORMATION WHICH EACH NOTEHOLDER SHOULD READ
BEFORE MAKING A DECISION WITH RESPECT TO THE PROPOSED AMENDMENTS.

THIS DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY ANY SECURITIES COMMISSION
OR REGULATORY AUTHORITY, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL AND MAY BE A CRIMINAL OFFENCE.

IN PARTICULAR, YOUR ATTENTION IS DRAWN TO SECTION 4 (SPECIAL CONSIDERATIONS)
WHICH SETS OUT A DISCUSSION OF CERTAIN IMPORTANT FACTORS WHICH SHOULD BE
CONSIDERED IN CONNECTION WITH THE DELIVERY OF VOTING INSTRUCTIONS. IF YOU ARE
IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU SHOULD CONSULT YOUR OWN
INDEPENDENT PROFESSIONAL FINANCIAL OR LEGAL OR TAX ADVISER IMMEDIATELY.
NOTEHOLDERS SHOULD REACH AN INDEPENDENT DECISION ON THE PROPOSED AMENDMENTS
SET OUT IN THIS CONSENT SOLICITATION MEMORANDUM. NOTHING IN THIS CONSENT
SOLICITATION MEMORANDUM OR ANYTHING COMMUNICATED TO THE NOTEHOLDERS BY OR ON
BEHALF OF THE TABULATION AGENT, THE ISSUER, THE PAYING AGENTS, THE LIQUIDITY
FACILITY PROVIDER OR THE TRUSTEE OR ANY OF THEIR RESPECTIVE DIRECTORS OR
EMPLOYEES IN CONNECTION WITH THE PROPOSED AMENDMENTS IS INTENDED TO CONSTITUTE
OR SHOULD BE CONSTRUED AS ADVICE ON THE MERITS OF THE PROPOSED AMENDMENTS OR
THE EXERCISE OF ANY RIGHTS ATTACHING TO THE EXISTING NOTES.

THE PROPOSED AMENDMENTS ARE NOT BEING MADE TO NOTEHOLDERS IN ANY JURISDICTION
IN WHICH SUCH PROPOSED AMENDMENTS WOULD NOT BE IN COMPLIANCE WITH THE
SECURITIES LAWS OF SUCH JURISDICTION. THE ISSUER HAS NOT RETAINED ANY
REPRESENTATIVE TO ACT ON BEHALF OF NOTEHOLDERS IN CONNECTION WITH THE PROPOSED
AMENDMENTS.

The date of this Consent Solicitation Memorandum is 10 November 2014

                              TABLE OF CONTENTS

Section 1 Proposed Amendments

Section 2 Expected Timetable of Events

Section 3 Voting and Meeting

Section 4 Special Considerations

Section 5 Form of Meetings Notice and Extraordinary Resolutions

Section 6 Definitions

                       SECTION 1 - PROPOSED AMENDMENTS

1 Executive Summary for Noteholders

- The Liquidity Facility Provider has requested that the Issuer propose this
opportunity to the Existing Noteholders for them to direct the Issuer and the
Trustee to amend the Liquidity Facility Agreement to reduce the costs
currently paid by the Issuer to the Liquidity Facility Provider under the
Liquidity Facility Agreement, as explained below.

- The Liquidity Facility Provider is of the opinion that the costs saving will
result in additional revenue being available to the Issuer to make payments to
Noteholders and that this may benefit this transaction by improving interest
coverage and reducing any need in the future to draw on the Liquidity
Facility.

- The Liquidity Facility Provider notes that the Liquidity Facility Agreement
provides for a commitment fee and interest on the Stand-by Drawing based on
the amount available or the amount drawn of the Commitment. The commitment fee
is 101.48 bp per annum, which includes increased costs relating to Basel II
and ILAS rules in respect of the Available Commitment. The Liquidity Facility
Provider notes that the commitment fee may rise further in the future should
regulatory requirements impose higher costs on the provision of the Liquidity
Facility. In the opinion of the Liquidity Facility Provider, the potential for
further rises in the cost of the Liquidity Facility strengthens the case for
resizing the Commitment to an appropriate level.

- In the event that the required Extraordinary Resolutions are duly passed at
each Meeting and the applicable Proposed Amendments are effected, the
Liquidity Facility Provider has agreed to pay a Consent Fee to each Approving
Noteholder as further described below. Noteholders can vote independently for
or against each Extraordinary Resolution and a Consent Fee will be paid
separately for votes in favour of each Extraordinary Resolution.

- The Consent Fee in respect of the First Proposed Amendments is a percentage,
depending on the Class of Notes as set out in the table below, of the
Principal Amount Outstanding of the Notes held by the Approving Noteholder on
the date of the Meeting in respect of which that Approving Noteholder has
voted in favour of the First Extraordinary Resolution.

Class         Fee Rate
C             0.40%
D             0.50%
E             0.60%

- The Consent Fee in respect of the Second Proposed Amendments is a
percentage, depending on the Class of Notes as set out in the table below, of
the Principal Amount Outstanding of the Notes held by the Approving Noteholder
on the date of the Meeting in respect of which that Approving Noteholder has
voted in favour of the Second Extraordinary Resolution.

Class         Fee Rate
C             0.10%
D             0.10%
E             0.10%

- The rate of the Consent Fee has been calculated to reflect a significant
share of the savings that the Liquidity Facility Provider estimates it may
make following implementation of the Proposed Amendments. The distribution of
the Consent Fee between the different Classes of Notes has been structured so
as to reflect the equal voting weight of each Class of Note and the amount of
Notes currently outstanding within each Class of Note.

(a) Re-sizing of Liquidity Facility

- The Liquidity Facility Provider notes that the Commitment under the
Liquidity Facility was sized at £42,350,000, subject to being decreased where
the Commitment is in excess of 8 per cent. of the Sterling Equivalent
Principal Amount Outstanding of the Notes on an Interest Payment Date, subject
to certain conditions. The Commitment has not been reduced since the Closing
Date to reflect the amortisation of the Notes because the conditions to
reducing the Commitment are not satisfied.

- The commitment fee is 101.48 bp per annum, which includes increased costs
relating to Basel II and ILAS rules in respect of the Available Commitment.
The Liquidity Facility Provider notes that the commitment fee may rise further
in the future should regulatory requirements impose higher costs on the
provision of the Liquidity Facility.

- The First Proposed Amendments in this Consent Solicitation Memorandum are
(1) to reduce the size of the Commitment (or the size of any Stand-by Drawing,
as the case may be) to a dynamic level of 12 per cent. of the aggregate
Sterling Equivalent Principal Amount Outstanding of the Notes and (2) to
remove the current conditions to reducing the Commitment. The Liquidity
Facility Provider is of the opinion that this size of Commitment will give a
significant cushion over the 8 per cent. level which would be effective if the
transaction met all the relevant conditions.

- The Liquidity Facility Provider estimates that setting the Commitment (or
any Stand-by Drawing, as the case may be) to a dynamic level of 12 per cent.
of the aggregate Sterling Equivalent Principal Amount Outstanding of the Notes
would save the Issuer approximately £532,000 in the first year in fees payable
to the Liquidity Facility Provider if the Stand-by Drawing remains in place,
or approximately £382,000 if there is no Stand-by Drawing existing (both
scenarios based on a 3M LIBOR rate of 52 bp and that the return to the Issuer
on the deposit is 3M LIBOR -40 bp and no further Advances being drawn by the
Issuer pursuant to the Liquidity Facility Agreement).

(b) Reversal of Stand-by Drawing

- The Liquidity Facility Provider notes that the Stand-by Drawing annually
costs the Issuer an amount of £42,350,000 x 3M LIBOR + 101.48 bp per annum.
This is higher than the costs of the Issuer would be under the Liquidity
Facility Agreement if no Stand-by Drawing is made (when only the commitment
fee of 101.48 bp per annum is payable) and may rise if 3M LIBOR increases.

- The Second Proposed Amendments in this Consent Solicitation Memorandum are
to amend the rating trigger for the Stand-by Drawing to reflect the current
published criteria of the Rating Agencies. These amendments would oblige the
Issuer to repay the Stand-by Drawing to the Liquidity Facility Provider in
accordance with the terms of the Liquidity Facility Agreement.

- The Liquidity Facility Provider estimates that repayment of the Stand-by
Drawing as proposed and if the Liquidity Facility remains at its existing size
will save the Issuer in the first year the equivalent of approximately
£169,000 per annum (based on a 3M LIBOR rate of 52 bp and that the return to
the Issuer on the deposit is 3M LIBOR -40 bp) and £19,000 per annum in the
first year if the Liquidity Facility is re-sized under the First Proposed
Amendment (on the same basis).

(c) Certain considerations

- Noteholders can vote independently on the First Proposed Amendments and the
Second Proposed Amendments and the passing of the First Extraordinary
Resolution and implementation of the First Proposed Amendments is not
conditional on the Second Extraordinary Resolution being passed and the Second
Proposed Amendments being implemented and vice versa.

- Neither the Liquidity Facility Provider nor the Issuer has undertaken any
formal process with the Rating Agencies to confirm the effect of
implementation of either of the Proposed Amendments on the ratings of the
Notes and no Rating Agency Confirmations have been obtained. However, the
Liquidity Facility Provider reserves the right to confirm with any Rating
Agency the effect of implementation of either of the Proposed Amendments on
the ratings of the Notes and to obtain a Rating Agency Confirmation from any
Rating Agency at any time. Should a Rating Agency Confirmation be provided,
the Noteholders will be notified accordingly. Noteholders should form their
own judgement as to the merits of the Proposed Amendments and the effect on
their holdings of the Notes. Noteholders should further have regard to Section
4 (Special Considerations), in particular, and the other provisions of this
Consent Solicitation Memorandum, when considering the Proposed Amendments.

- The Liquidity Facility Provider notes that equivalent amendments have been
effected in respect of the liquidity facility agreements entered into by
Preferred Residential Securities 05-1 PLC and Preferred Residential Securities
06-1 PLC. On 30 May 2014, S&P upgraded its credit rating on the class D1c
notes and affirmed its ratings on the remainder of the notes issued by
Preferred Residential Securities 05-1 PLC. On 30 September 2014, S&P upgraded
its credit rating on the class D1a and class D1c notes and affirmed its
ratings on the remainder of the notes issued by Preferred Residential
Securities 06-1 PLC. In the relevant publications (Ratings Raised On U.K. RMBS
Transaction Preferred Residential Securities 05-1's Class D1c Notes; Other
Classes Affirmed and Rating Actions Taken in U.K. RMBS Transaction Preferred
Residential Securities 06-1 Following Restructure), S&P noted respectively
that the amendment to the liquidity facility agreement "reduced the costs of
the liquidity facility for the issuer and had a positive effect on our cash
flow analysis" and referred to the fact that "the reduction in liquidity
facility costs, have improved our cash flow results for those classes of
notes".

2 background

On the Closing Date, the Issuer entered into the Liquidity Facility Agreement
with Barclays Bank PLC as liquidity facility provider. Barclays Bank PLC
transferred all of its rights and obligations under the Liquidity Facility
Agreement to Lloyds Bank PLC ("Lloyds") pursuant to a novation and transfer
agreement dated 9 August 2007 between, amongst others, the Issuer and Lloyds
(the "Novation and Transfer Agreement"). On 28 November 2007, the Issuer and
Lloyds, among others, entered into a master deed of amendment which amended
the terms of the Liquidity Facility Agreement dated 9 August 2004 (the "Master
Amendment Deed").

The Liquidity Facility Provider notes that the Liquidity Facility Agreement
incorporates the following features which are the subject of the Proposed
Amendments:

(a) The Commitment decreases to reflect the amortisation of the Notes
Under Clause 12.2 of the Liquidity Facility Agreement, the Commitment is
decreased on each Interest Payment Date to the greater of (a) an amount equal
to 8 per cent. of the Sterling Equivalent Principal Amount Outstanding of the
Notes and (b) £1,500,000, provided that certain conditions specified in the
Liquidity Facility Agreement do not apply (as set out below).

(b) A Stand-by Drawing is required to be made following a Ratings Downgrade Event

Pursuant to Clause 25(d) of the Liquidity Facility Agreement, if a Ratings
Downgrade Event occurs and any of the Rating Agencies so specify by giving
notice to the Liquidity Facility Provider and the Issuer, the Issuer is
required to make a Stand-by Drawing in an amount equal to the Available
Commitment if the Liquidity Facility Provider and the Issuer are unable to
arrange for a Substitute Bank to provide a facility to the Issuer within 60
days of notice of the Ratings Downgrade Event.

The Liquidity Facility Provider has requested that the Issuer present to the
Existing Noteholders the First Proposed Amendments, as described more fully
below, to re-size the Commitment and reduce the amount of the Stand-by Drawing
to reflect the reduction in the Sterling Equivalent Principal Amount
Outstanding of the Notes since the Closing Date. See Section 4 "Re-sizing Of
Liquidity Facility" below.

The Liquidity Facility Provider has requested that the Issuer present to the
Existing Noteholders the Second Proposed Amendments, as described more fully
below, to introduce a definition of "Required Ratings" into the Liquidity
Facility Agreement in order to align it with the current published criteria of
the Rating Agencies and therefore allow for the repayment of the Stand-by
Drawing to the Liquidity Facility Provider. See Section 5 "Reversal of
Stand-by Drawing" below.

3 PAYMENT OF CONSENT FEE

In the event that the First Extraordinary Resolution and/or the Second
Extraordinary Resolution are duly passed at each Meeting and the applicable
Proposed Amendments are effected, a consent fee will be paid to each
Noteholder who (a) delivers (and does not revoke) prior to the Final Voting
Deadline a voting instruction to vote in favour of such Extraordinary
Resolution or (b) votes in favour of such Extraordinary Resolution at the
relevant Meeting (each, an "Approving Noteholder").

The Consent Fee payable to each Approving Noteholder shall be as follows:

(a) in respect of the First Proposed Amendments, a percentage, depending on
the Class of Notes as set out in the table below, of the Principal Amount
Outstanding of the Notes held by the Approving Noteholder on the date of the
Meeting in respect of which that Approving Noteholder has voted in favour of
the First Extraordinary Resolution.

Class         Fee Rate
C             0.40%
D             0.50%
E             0.60%

(b) in respect of the Second Proposed Amendments, a percentage, depending on
the Class of Notes as set out in the table below, of the Principal Amount
Outstanding of the Notes held by the Approving Noteholder on the date of the
Meeting in respect of which that Approving Noteholder has voted in favour of
the Second Extraordinary Resolution.

Class         Fee Rate
C             0.10%
D             0.10%
E             0.10%

Noteholders may vote in favour of or against each Extraordinary Resolution,
but only the Approving Noteholders shall be entitled to receive the Consent
Fee.

The Consent Fee will be payable by Lloyds pursuant to and in accordance with
the Deed Poll. Neither the Issuer nor the Trustee are in any way responsible
or liable for the payment of the Consent Fee and no action may be taken
against either the Issuer or the Trustee in connection with the non-payment of
such Consent Fee.

The Consent Fee will be payable by or on behalf of Lloyds promptly after the
date the relevant Proposed Amendments are effected on the following basis.

When determining the amount of the Consent Fee payable and to whom it shall be
paid, Lloyds shall rely, without liability, on a report provided to it by the
Report Agent. Subject to its receipt of this final report and the relevant
Proposed Amendments being effected, Lloyds shall promptly pay the applicable
Consent Fee to each Approving Noteholder via the Clearing Systems, or in the
case of the 144A Notes, to the relevant account, in each case in accordance
with this final report.

In acting as Report Agent, the Report Agent acts solely as the agent of Lloyds
and does not assume any obligations towards or relationship of agency or trust
for or with any of the Noteholders.

It should be noted that from a practical perspective, the Consent Fee payable
to an Approving Noteholder in respect of each Note held by it will be
calculated as the product of (a) the aggregate principal amount on issue of
the Note held and voted in favour of the relevant Extraordinary Resolution by
such Approving Noteholder and (b) the applicable Pool Factor at the date of
the relevant Meeting.

Any Consent Fee payable pursuant to the Deed Poll shall be made in the
currency of the relevant Note held by the relevant Approving Noteholder. If
any Consent Fee payable is not of an amount which is a whole multiple of the
smallest unit of the relevant currency in which such payment is to be made,
such payment will be rounded down to the nearest unit.

Payment of the Consent Fee in respect of the passing of the First
Extraordinary Resolution and implementation of the First Proposed Amendments
is not conditional on the Second Extraordinary Resolution being passed and the
Second Proposed Amendments being implemented, and vice versa.

4 Re-sizing of Liquidity Facility

The Available Commitment under the Liquidity Facility Agreement was sized on
the Closing Date at £42,350,000, subject to being decreased where the
Commitment is in excess of 8 per cent. of the Sterling Equivalent Principal
Amount Outstanding of the Notes on an Interest Payment Date subject to certain
conditions as described below.

Under Clause 12.2 of the Liquidity Facility Agreement, the Commitment is
decreased on each Interest Payment Date to the greater of (a) an amount equal
to 8 per cent. of the Sterling Equivalent Principal Amount Outstanding of the
Notes and (b) £1,500,000, provided that no reduction will occur if any of the
following conditions (the "Commitment Reduction Conditions") apply as set out
in sub-clause 12.2(b)(i) to 12.2(b)(iv) of the Liquidity Facility Agreement as
follows:

"(i) after applying the Available Revenue Fund on the relevant Interest
Payment Date, the Reserve Fund is less than the Reserve Fund Required Amount
or the Principal Deficiency is greater than zero;

(ii) the aggregate value of the principal losses experienced by the Mortgage
Pool (whether or not such losses form part of the Principal Deficiency at such
time) as at the immediately preceding Determination Date is greater than 1.5
per cent. of the aggregate Sterling Equivalent Principal Amount Outstanding of
the Notes on the Closing Date;

(iii) as at the immediately preceding Interest Payment Date the aggregate
Balance of Loans in respect of which any payment is 90 days or more in arrears
is higher than 5 per cent. of the aggregate Balance of all Loans in the
Mortgage Pool as at the immediately preceding Interest Payment Date; or

(iv) either the Mortgage Administrator or the Cash/Bond Administrator is in
default of their respective obligations under the Mortgage Administration
Agreement or the Cash/Bond Administration Agreement, as applicable."

The Sterling Equivalent Principal Amount Outstanding of the Notes has reduced
significantly since the Closing Date as illustrated in the table below (using
figures from the September 2014 Quarterly Report):

Class of Notes Sterling Equivalent  Sterling Equivalent
                 Principal Amount    Principal Amount
                  Outstanding on        Outstanding
                     Closing         10 September 2014

Class A1a            £66.8m               £0
Class A1b            £54.0m               £0
Class A1c            £180.9m              £0
Class A2a            £66.8m               £0
Class A2c            £235.2m              £0
Class B1b            £12.2m               £0
Class B1c            £31.6m               £0
Class C1a            £3.4m                £1.7m
Class C1c            £19.4m               £10.0m
Class D1a            £3.4m                £3.4m
Class D1c            £19.4m               £19.4m
Class E              £7.0m                £7.0m

However, notwithstanding the significant reduction in the Sterling Equivalent
Principal Amount Outstanding of the Notes, the size of the Commitment under
the Liquidity Facility Agreement has not reduced since the Closing Date. The
reason for this is that the Commitment Reduction Conditions in sub-clause
12.2(b)(i), (b)(ii) and (b)(iii) of the Liquidity Facility Agreement apply.
After application of the Available Revenue Funds on the relevant Interest
Payment Date, the amount standing to the credit of the Reserve Fund is 93.59
per cent. of the Reserve Fund Required Amount, the aggregate value of the
principal losses experienced in the Mortgage Pool as at the Determination Date
immediately preceding this Consent Solicitation Memorandum is 1.72 per cent.,
which is greater than the trigger level of 1.5 per cent. and the aggregate
Balance of Loans in respect of which payment is 90 days or more in arrears is
44.36 per cent. of the aggregate Balance of all Loans in the Mortgage Pool as
at the Interest Payment Date immediately preceding this Consent Solicitation
Memorandum, which is greater than the trigger level of 5 per cent.

As noted above, the amounts payable by the Issuer to the Liquidity Facility
Provider are calculated by reference to the Available Commitment and, where a
Stand-by Drawing has been made (as is currently the case on this transaction),
by reference to the amount of the Stand-by Drawing. Therefore, if the size of
the Commitment (and consequently the Available Commitment) or the amount of
the Stand-by Drawing, as the case may be, is static and does not reduce in
line with the amortisation of the Notes which it supports, then the Issuer's
expenditure on amounts payable to the Liquidity Facility Provider is higher
than it would otherwise be if the Commitment, the Available Commitment or the
amount of the Stand-by Drawing reduced proportionately with the relevant
Notes.

The Liquidity Facility Provider is of the opinion that:

(i) the Sterling Equivalent Principal Amount Outstanding of the Notes has
reduced significantly since the Closing Date (as outlined above) and yet the
amount of the Commitment (and consequently the Available Commitment) and
Stand-by Drawing under the Liquidity Facility has not reduced proportionately;
and

(ii) there are significant increased costs payable by the Issuer to the
Liquidity Facility Provider in priority to Noteholders as a result of the
Commitment (and consequently the Available Commitment) or the Stand-by
Drawing, as the case may be, not reducing proportionately in line with the
reduction in the Sterling Equivalent Principal Amount Outstanding of the
Notes.

As a consequence, the Liquidity Facility Provider has requested that the
Issuer propose the First Proposed Amendments to the holders of the Existing
Notes, which will be the subject of the First Extraordinary Resolution.

The First Proposed Amendments would be documented and effected by execution of
the First Amendment Deed. The form of First Amendment Deed is available from
the offices of the Issuer and will be tabled at each of the Meetings. It sets
out the First Proposed Amendments in full. Noteholders are advised to read the
First Amendment Deed. Below is a summary of the material aspects of the
proposed changes set out in the First Amendment Deed:

(a) amendment to Clause 12.2 (Cancellation) of the Liquidity Facility
Agreement to delete the Commitment Reduction Conditions so that at all times
the Commitment is decreased on each Interest Payment Date by reference to the
Sterling Equivalent Principal Amount Outstanding of the Notes (subject to a
floor of £1,500,000);

(b) amendment to Clause 12.2 (Cancellation) of the Liquidity Facility
Agreement to increase the size of the Commitment from 8 per cent. to 12 per
cent. of the Sterling Equivalent Principal Amount Outstanding of the Notes
(subject to a floor of £1,500,000);

(c) amendment to Clause 12.2 (Cancellation) of the Liquidity Facility
Agreement so that the amount of the Stand-by Drawing is decreased on each
Interest Payment Date to the greater of (a) an amount equal to 12 per cent. of
the Sterling Equivalent Principal Amount Outstanding of the Notes and (b)
£1,500,000; and

(d) amendment to Clause 11.3 (Repayment) (and a corresponding amendment to
Clause 11.4 (Repayment)) of the Liquidity Facility Agreement to insert a
provision that the Stand-by Drawing will be repaid in part in accordance with
the provisions of the Liquidity Facility Agreement so that the size of the
Stand-by Drawing is reduced in accordance with Clause 12 (Cancellation).

As a result of the above First Proposed Amendments, the Liquidity Facility
Provider estimates that the Commitment (and consequently the Available
Commitment) and Stand-by Drawing would reduce from £42,350,000 to
approximately £4,891,111. This would, in the Liquidity Facility Provider's
view, result in a decrease in the amount of fees payable by the Issuer to the
Liquidity Facility Provider (and thus an increase in the amount of Available
Revenue Funds available to the Issuer for the payment of other amounts payable
pursuant to the applicable Priority of Payments) of approximately £532,000 in
the first year where the Stand-by Drawing has not been made and approximately
£382,000 in the first year where the Stand-by Drawing has been made, on the
basis that no other Advances have been drawn.

5 Reversal of Stand-by Drawing

The Short Term Debt Rating of the Liquidity Facility Provider was downgraded
from A-1+ to A-1 by S&P on 6 March 2009, and from F1+ to F1 by Fitch on 13
October 2011 (Moody's short term rating has remained stable at P-1). Given
that each of the Rating Agencies had not confirmed in writing that such event
would not cause a downgrade of the Notes, this constituted a Ratings Downgrade
Event under the terms of the Liquidity Facility Agreement. In accordance with
the terms of the Liquidity Facility Agreement, (as described in paragraph 2(b)
above) the Issuer made a Stand-by Drawing since the Liquidity Facility
Provider and the Issuer were unable to find a Substitute Bank to provide a
facility to the Issuer within 60 days of notice of such Ratings Downgrade
Event.

The Liquidity Facility Provider notes that following the Closing Date, each of
S&P and Fitch revised its published ratings criteria for securitisation
transactions and relaxed the short term ratings trigger for stand-by liquidity
drawings. The current published ratings criteria of S&P to support the ratings
assigned to the Notes on the Closing Date (S&P's Counterparty Risk Framework
Methodology Assumptions as published on 25 June 2013) requires an issuer to
make a stand-by drawing if the short term debt rating of its liquidity
facility provider is downgraded below A-1 by S&P. The current published
ratings criteria of Fitch to support the ratings assigned to the Notes on the
Closing Date (Fitch's Counterparty Criteria for Structured Finance and Covered
Bonds as published on 14 May 2014) requires an issuer to make a stand-by
drawing if the short term debt rating of its liquidity facility provider is
downgraded below F-1 by Fitch. Therefore the Liquidity Facility Provider is of
the view that its current Short Term Debt Rating should be sufficient to
support the ratings assigned to the Notes in accordance with the current
published ratings criteria of each of the Rating Agencies without the
requirement for a Stand-by Drawing to be made.

As a result of the Stand-by Drawing being made, the fees payable by the Issuer
to the Liquidity Facility Provider have increased considerably compared to the
fees which are payable if no Stand-by Drawing is made. The Liquidity Facility
Provider notes that the Issuer is obliged to pay interest to the Liquidity
Facility Provider in respect of the Stand-by Drawing, as follows:

(a) the "Applicable Rate" of Note Sterling LIBOR plus 0.45 per cent. per
annum, which is payable on any outstanding Stand-by Drawing; plus

(b) 56.48 bp per annum, being an amount of increased costs relating to ongoing
capital and liquidity regulation requirements.

In addition, the "Associated Costs Rate" is payable on the outstanding Advance
(in this instance the Stand-by Drawing) which the Liquidity Facility Provider
has calculated at 0 per cent.

By comparison, the commitment fee payable on the Available Commitment if the
Stand-by Drawing is not made is 101.48 bp per annum on the Available
Commitment, which includes increased costs relating to Basel II and ILAS rules
in respect of the Available Commitment. The Liquidity Facility Provider notes
that the commitment fee may rise further in the future should regulatory
requirements impose higher costs on the provision of the Liquidity Facility.
Thus, the costs currently paid by the Issuer as a result of the Stand-by
Drawing having been made are, as at the date of this Consent Solicitation
Memorandum, higher by the rate of Note Sterling LIBOR than would be the case
if no Stand-by Drawing was made.

The Liquidity Facility Provider further notes that if the Stand-by Drawing is
repaid to the Liquidity Facility Provider, and no further Advances are drawn,
the Applicable Rate and the Associated Costs Rate would no longer be payable
by the Issuer and instead the Issuer would be required to pay a commitment fee
of 101.48 bp per annum on the Available Commitment to the Liquidity Facility
Provider until such time that the Commitment is cancelled and reduced to zero
in accordance with the terms of the Liquidity Facility Agreement. The
Liquidity Facility Provider estimates that this would constitute a significant
reduction in the amount of fees payable to the Liquidity Facility Provider by
the Issuer and therefore is of the opinion that this will result in additional
revenue being available to pay the other liabilities of the Issuer, including
to Noteholders, pursuant to the Priority of Payments.

The Liquidity Facility Provider is of the opinion that:

(i) the current Short Term Debt Rating of the Liquidity Facility Provider
should be sufficient to support the ratings assigned to the Notes by reference
to the current published ratings criteria of each of the Rating Agencies
without the requirement for a Stand-by Drawing to be made; and

(ii) there are significant increased costs payable by the Issuer to the
Liquidity Facility Provider in priority to Noteholders as a result of the
Stand-by Drawing having been made compared to those payable if the Stand-by
Drawing is repaid and no further Advances are drawn, as outlined above.

As a consequence, the Liquidity Facility Provider has requested that the
Issuer propose the Second Proposed Amendments to the holders of the Existing
Notes, which will be the subject of the Second Extraordinary Resolution.

The Second Proposed Amendments would be documented and effected by execution
of the Second Amendment Deed. The form of Second Amendment Deed is available
from the offices of the Issuer and will be tabled at the Meetings. It sets out
the Second Proposed Amendments in full. Noteholders are advised to read the
Second Amendment Deed. Below is a summary of the material aspects of the
proposed changes set out in the Second Amendment Deed:

(a) replacement of all references to S&P, Moody's and Fitch ratings in the
Liquidity Facility Agreement with references to the "Required Ratings" (as
defined below);

(b) insertion of the following new definition into clause 1.1 (Interpretation)
of the Liquidity Facility Agreement:
""Required Ratings" means, in respect of the Liquidity Facility Provider, P-1
by Moody's, A-1 by S&P and F1 by Fitch, or such other ratings as are
consistent with the then current published ratings criteria of each Rating
Agency as being the minimum ratings that are required to support the rating
accorded on the Closing Date to the most senior class of Notes currently
outstanding."

This will ensure that the definition of Required Ratings always reflects the
current published rating criteria of the Rating Agencies.

(c) amendment of the definition of "Ratings Downgrade Event" contained in
clause 1.1 of the Liquidity Facility Agreement to:

"Ratings Downgrade Event" means the downgrading of the Liquidity Facility
Provider's Short Term Debt Rating by any of the Rating Agencies to a level
below the Required Ratings; and

(d) amendment of the definition of "Ratings Upgrade Event" contained in clause
1.1 of the Liquidity Facility Agreement to:

"Ratings Upgrade Event" means the time when the Liquidity Facility Provider's
Short Term Debt Rating is next at the Required Ratings following a Ratings
Downgrade Event, including as a result of a change in a Rating Agency's
published rating criteria, being an event curing the relevant downgrade;

This will ensure that a Stand-by Drawing made as a result of a Ratings
Downgrade Event can be repaid whenever the Liquidity Facility Provider has the
Required Ratings.

The Second Proposed Amendments would result in the repayment of the Stand-by
Drawing by the Issuer to the Liquidity Facility Provider which would, in the
Liquidity Facility Provider's view, increase the amount of Available Revenue
Funds available to the Issuer as a result of the reduction in the amount of
fees being paid to the Liquidity Facility Provider.

As at the date of this Consent Solicitation Memorandum, the size of the
Stand-by Drawing is £42,350,000. The Liquidity Facility Provider estimates
that repayment of the Stand-by Drawing as proposed (and if the Liquidity
Facility remains at its existing size) will save the Issuer in the first year
the equivalent of approximately £532,000 per annum (based on a 3M LIBOR rate
of 52 bp and that the return to the Issuer on the deposit is 3M LIBOR -40 bp)
and £382,000 per annum in the first year if the Liquidity Facility is re-sized
under the First Proposed Amendment (on the same basis).

If the Second Extraordinary Resolution is passed and the Second Proposed
Amendments are effected, the current Stand-by Drawing will be repaid. However,
if the Second Extraordinary Resolution is not passed and the Second Proposed
Amendments are not effected but the First Extraordinary Resolution is passed
and the First Proposed Amendments are effected, the Liquidity Facility
Provider estimates that the amount of the Stand-by Drawing will reduce by
approximately £37,458,889 (which will be repaid to the Liquidity Facility
Provider in accordance with the terms of the Liquidity Facility Agreement) and
as a result the amounts payable by the Issuer with respect to the Stand-by
Drawing will reduce proportionately, as described above.

6 Ratings

The Proposed Amendments have not been discussed with the Rating Agencies and
no Rating Agency Confirmations have been provided with respect to the Proposed
Amendments. However, the Liquidity Facility Provider reserves the right to
discuss the Proposed Amendments with any Rating Agency and to seek a Rating
Agency Confirmation from any Rating Agency at any time. Should a Rating Agency
Confirmation be provided, the Noteholders will be notified accordingly. See
"Special Considerations" in Section 4, below.

7 Implementation of Proposed Amendments

If the First Extraordinary Resolution is duly passed, the First Amendment Deed
will be entered into on the day of the Meeting or adjourned Meeting at which
the final First Extraordinary Resolution is passed or as soon as practicable
thereafter.

If the Second Extraordinary Resolution is duly passed, the Second Amendment
Deed will be entered into on the day of the Meeting or adjourned Meeting at
which the final Second Extraordinary Resolution is passed or as soon as
practicable thereafter.

For the avoidance of doubt, the passing of the First Extraordinary Resolution
and implementation of the First Proposed Amendments is not conditional on the
Second Extraordinary Resolution being passed and the Second Proposed
Amendments being implemented, and vice versa.

The Proposed Amendments will take effect on the date the Amendment Deeds
becomes effective. However, given the fact that the Proposed Amendment Date
(and as a consequence, the repayment pursuant to the Deeds of Amendment) is to
fall after the Determination Date relating to the Interest Payment Date
falling in December 2014, as a practical matter, it will not be possible for
the Cash/Bond Administrator to reflect the associated reduction in the amounts
payable to the Liquidity Facility Provider on the Interest Payment Date
falling in December 2014. However, any additional amounts paid to the
Liquidity Facility Provider on the Interest Payment Date falling in December
2014 as a consequence of the above will be taken into account by the Cash/Bond
Administrator when determining the amounts payable to the Liquidity Facility
Provider on the Interest Payment Date falling in March 2015.

                   SECTION 2 - EXPECTED TIMETABLE OF EVENTS

Noteholders holding Notes in a Clearing System should note the particular
practice and policy of the relevant Clearing System. The deadlines set by each
Clearing System may be earlier than the relevant deadlines specified in this
Consent Solicitation Memorandum.

Date                                           Event

7 November 2014                          1.    In respect of Existing Notes held in DTC, the Record Date. The date fixed
                                               by the Issuer as the date of the determination of DTC Participants
As at 10:00 pm (London time) 11:00pm           entitled to participate in the Meetings.
(CET) and 5:00 pm (New York time)
10 November 2014                         2.    Notices of the Meetings to be delivered to Euroclear and Clearstream,
                                               Luxembourg and DTC for communication to direct participants.
(at least 24 clear days before Meetings)
                                               Announcement of Proposed Amendments, with Consent Solicitation Memorandum

                                               attached, via an RIS notice.
                                         3.    Final form Amendment Deeds, Deed Poll, Liquidity Facility Agreement (and
                                               Novation and Transfer Agreement and Master Amendment Deed), Trust Deed,
                                               Master Definitions Schedule and this Consent Solicitation Memorandum to

                                               be available for inspection, as indicated, at the offices of the Issuer.
                                         4.    From this date, Noteholders:
                                               (i) may arrange for Notes held by Clearstream, Luxembourg and/or
                                               Euroclear in their accounts to be blocked in such accounts and held to
                                               the order and under the control of the Principal Paying Agent in order to
                                               obtain voting certificates or give voting instructions to the Tabulation
                                               Agent; and
                                               (ii) holding Notes through DTC may arrange for a form of proxy to be
                                               delivered on their behalf to the Tabulation Agent by the DTC Participant
                                               through whom they held their Notes as of the Record Date.

On 3 December 2014 (as at such time as   5.    Final Voting Deadline. Final time by which Noteholders must have
is 48 hours prior to the relevant              arranged:
Meeting)
                                               (i) to request a voting certificate from the Principal Paying Agent
                                               (which will be available for collection at the Meeting) to attend or
                                               appoint a proxy to attend and vote at the Meeting in person;
                                               (ii) for receipt by the Tabulation Agent of a voting instruction in
                                               accordance with the procedures of Clearstream, Luxembourg and/or
                                               Euroclear; or
                                               (iii) for forms of proxy submitted by DTC Participants on behalf of the
                                               DTC Noteholders to be delivered to the Tabulation Agent.

Noteholder Meetings held on 5 December   6.    Meetings of the Existing Noteholders held on 5 December 2014 in
2014                                           accordance with the following timetable:
                                               Meeting of the Existing Class C Noteholders at 10:15 am London time/11:15
                                               am CET/5:15 am New York time.

                                               Meeting of the Existing Class D Noteholders at 10:20 am London time/11:20
                                               am CET/5:20 am New York time, or if later immediately after the Meeting
                                               of the Class C Noteholders has been concluded or adjourned.

                                               Meeting of the Existing Class E Noteholders at 10:25 am London time/11:25
                                               am CET/5:25 am New York time, or if later immediately after the Meeting
                                               of the Class D Noteholders has been concluded or adjourned.

As soon as reasonably practicable after  7.    Announcement and publication of the results of the Meetings by the Issuer
the Meetings but no later than 14 days
after the Meetings
                                               Delivery of notice of such results to Euroclear and Clearstream,
                                               Luxembourg and DTC for communication to direct participants and via RIS
                                               and Reuters.

If the First Extraordinary Resolution is passed at all of the Meetings:

8 December 2014                          8.    First Proposed Amendment Date

                                               The Consent Fee will be payable by or on behalf of the Liquidity Facility
                                               Provider promptly after the date the relevant Proposed Amendments are
                                               effected.

If the Second Extraordinary Resolution is passed at all of the Meetings:

8 December 2014                          9.    Second Proposed Amendment Date

                                               The Consent Fee will be payable by or on behalf of the Liquidity Facility
                                               Provider promptly after the date the relevant Proposed Amendments are
                                               effected.

If a quorum is not achieved at a Meeting, an adjourned Meeting of Noteholders will be held at such times as will be
notified to the relevant Noteholders in the notices of such adjourned Meeting. Any adjourned Meeting will be held in
accordance with the terms of the Trust Deed.

All references in this Consent Solicitation Memorandum to times are to London
time, unless otherwise stated. The above times and dates are indicative only
and will depend, among other matters, on timely receipt of voting instructions
(and non-revocation thereof) and the passing of one or both Extraordinary
Resolutions, and are subject to the earlier deadlines of the relevant Clearing
System and other intermediaries (if any). The Issuer (acting in conjunction
with the Liquidity Facility Provider), reserves the right to make changes to
all relevant time limits as set out in this Consent Solicitation Memorandum,
subject to the requirements set out in Section 3 (Voting and Meeting).

                        SECTION 3 - voting and meeting

The following is a summary of the arrangements which have been made for the
purpose of Existing Noteholders voting in respect of the Extraordinary
Resolutions to be proposed at the Meetings as set out above. These
arrangements satisfy the requirements of the provisions contained in the Trust
Deed relating to the Meetings of Noteholders convened for the purpose of
passing Extraordinary Resolutions. Full details of these arrangements are set
out in Schedule 3 (Provisions for Meetings of Noteholders) to the Trust Deed a
copy of which is available for inspection at the offices of the Issuer.

Each Class or, where a Class is made up of sub-classes, each sub-class of the
Existing Notes (other than the Existing Class E Notes) is in registered form
and represented by a global note (i) registered in the name of a nominee for
The Bank of New York Mellon, London Branch as common depositary for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), or (ii) other than the Existing Class E Notes,
deposited with a custodian for The Depository Trust Company ("DTC") and,
together with Euroclear and Clearstream, Luxembourg, the "Clearing Systems"
and each a "Clearing System" and registered in the name of DTC or its nominee.

The Class E Notes are in bearer form and are represented by a global note held
by The Bank of New York Mellon, London Branch as common depositary for
Euroclear and Clearstream, Luxembourg.

Any Existing Noteholder who wishes to vote in respect of the Extraordinary
Resolutions should: (i) in the case of a beneficial owner whose Notes are held
in book-entry form by a custodian, request such beneficial owner's custodian
to vote on the relevant Extraordinary Resolution(s) in accordance with the
procedures set out below or (ii) in the case of an Existing Noteholder whose
Notes are held in book-entry form directly in the relevant Clearing System,
vote on the relevant Extraordinary Resolution(s) in accordance with the
procedures set out below.

Existing Noteholders should note that the timings and procedures set out below
reflect the requirements for Noteholder meetings set out in Schedule 3
(Provisions for Meetings of Noteholders) to the Trust Deed, but that the
Clearing Systems may have their own additional requirements as to timings and
procedures for voting on the Extraordinary Resolutions. Accordingly, any
Existing Noteholders wishing to vote in respect of the Extraordinary
Resolutions are strongly urged either to contact their custodian (in the case
of a beneficial owner whose Existing Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of a Noteholder whose
Notes are held in book-entry form directly in the relevant Clearing System) as
soon as possible.

The voting procedures for the Meetings are different depending on whether the
Existing Notes are held (i) through Euroclear or Clearstream, Luxembourg or
(ii) through DTC. The two procedures are described below.

A. For Notes held through Euroclear or Clearstream, Luxembourg:

This paragraph A (For Notes held through Euroclear or Clearstream,
Luxembourg:) only applies to Notes held through Euroclear or Clearstream,
Luxembourg.

For the purposes of Notes held through Euroclear or Clearstream, Luxembourg, a
"Noteholder" shall mean each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a particular
principal amount of the Notes. Each person who is the beneficial owner (a
"Beneficial Owner") of a particular principal amount of the Notes through a
Noteholder should note that such person is not considered to be a Noteholder
for the purposes of Notes held through Euroclear or Clearstream, Luxembourg
and will only be entitled to attend and vote at a Meeting or to appoint a
proxy to do so by instructing the relevant Noteholder to follow the procedures
set out below.

A Noteholder wishing to attend the Meeting in person must produce at the
Meeting a valid voting certificate issued by a Paying Agent relating to the
Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may
either deliver his valid voting certificate(s) to the person whom he wishes to
attend on his behalf or give a voting instruction (by giving his voting
instructions to Clearstream, Luxembourg and/or Euroclear) instructing a Paying
Agent to appoint a proxy to attend and vote at the Meeting in accordance with
his instructions. Any such appointment shall be made pursuant to a block
voting instruction.

A Noteholder must request the relevant Clearing System to block the Notes in
his own account and to hold the same to the order or under the control of a
Paying Agent not later than 48 hours before the time appointed for holding the
Meeting in order to obtain voting certificates or give voting instructions in
respect of the relative Meeting. Notes so blocked will not be released until
the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b)
(i) in respect of (a) voting certificate(s), the surrender to a Paying Agent
of such voting certificate(s) and notification by the relevant Paying Agent to
the relevant Clearing System of such surrender or the compliance in such other
manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time
for which the Meeting (or, if applicable, any adjournment of such Meeting) is
convened, the notification in writing of any revocation or amendment of a
Noteholder's previous instructions to the Paying Agent and the same then being
notified in writing by the Paying Agent to the Issuer at least 24 hours before
the time appointed for holding the Meeting (or, if applicable, any adjournment
of such Meeting) and such Notes ceasing in accordance with the procedures of
the relevant Clearing System and with the agreement of such Paying Agent to be
held to its order or under its control.

B. For Notes held through DTC:

This paragraph B (For Notes held through DTC:) only applies to Notes held
through DTC.

For the purposes of Notes held through DTC, each direct participant in DTC
holding a principal amount of the Notes, as reflected in the records of DTC,
as at the close of business in New York on 7 November 2014 (the "Record Date")
will be considered to be a Noteholder upon DTC granting an omnibus proxy
authorising DTC direct participants to vote at the relevant Meeting (by
delivering a form of proxy).

The Record Date has been fixed as the date for the determination of
Noteholders entitled to vote at the Meetings. The delivery of a form of proxy,
as defined and described below, will not affect a Noteholder's right to sell
or transfer any Notes, and a sale or transfer of any Notes after the Record
Date will not have the effect of revoking any form of proxy properly delivered
by a Noteholder. Therefore, each properly delivered form of proxy will remain
valid notwithstanding any sale or transfer of any Notes to which such form of
proxy relates.

A DTC direct participant, duly authorised by an omnibus proxy from DTC, may,
by an instrument in writing in the English language (a "form of proxy") in the
form available from the office of the Tabulation Agent specified below signed
by such DTC direct participant, or, in the case of a corporation, executed
under its common seal or signed on its behalf by an attorney or a duly
authorised officer of the corporation and delivered to the specified office of
the Tabulation Agent no later than 48 hours before the time fixed for the
relevant Meeting, appoint any person (a "proxy") to act on his or its behalf
in connection with any Meeting (and any adjourned such Meeting).

A proxy so appointed shall so long as such appointment remains in force be
deemed, for all purposes in connection with the relevant Meeting (or any
adjourned such Meeting) to be the holder of the Notes to which such
appointment relates and the relevant Noteholder shall be deemed for such
purposes not to be the holder.

Only Noteholders (i.e. DTC direct participants) may deliver a form of proxy. A
beneficial owner of an interest in Notes held through a DTC direct participant
must direct such DTC direct participant to deliver a form of proxy on its
behalf.

Any DTC direct participant who intends to deliver one or more properly
completed forms of proxy should deliver the same by registered mail, hand
delivery, overnight courier or by e-mail or facsimile (with an original
delivered subsequently) to the Tabulation Agent at its address, e-mail address
or facsimile number set forth below. Such forms of proxy must be received by
the Tabulation Agent no later than 48 hours before the time fixed for the
relevant Meeting.

The ownership of Notes held through DTC by DTC direct participants shall be
established by a DTC security position listing provided by DTC as of the
Record Date.

C. General provisions relating to the Meetings:
The quorum required at each Meeting is one or more persons present holding
voting certificates or being proxies and representing in the aggregate over 50
per cent. of the aggregate Sterling Equivalent Principal Amount Outstanding of
the Notes of the relevant Class for the time being outstanding.

If a quorum is not present at any Meeting within 15 minutes or such longer
period not exceeding 30 minutes as the Chairman may decide from the time fixed
for the relevant Meeting, such Meeting will be adjourned in accordance with
the provisions of the Trust Deed and the Extraordinary Resolutions shall be
considered at the adjourned Meeting (notice of which will be given to the
Noteholders of the relevant Class). At any adjourned meeting, the quorum
required is one or more persons present holding voting certificates or being
proxies (whatever the aggregate Sterling Equivalent Principal Amount
Outstanding of the Notes of such Class so represented by them). Noteholders
should note that voting certificates obtained and proxies appointed in respect
of a Meeting shall remain valid for the relevant adjourned Meeting unless
validly revoked.

Every question submitted to each Meeting will be decided in the first instance
by a show of hands unless a poll is duly demanded (before or on the
declaration of the result on the show of hands) by the Chairman of such
Meeting, the Issuer, the Trustee or by any person present holding a voting
certificate or being a proxy (whatever the principal amount of Notes of the
relevant Class so held or represented by him). On a show of hands every person
who is present in person and produces a voting certificate or is a proxy shall
have one vote. On a poll every person who is so present in person and produces
a voting certificate or is a proxy shall have one vote in respect of each
£1.00 in Sterling Equivalent Principal Amount Outstanding of the Notes
represented or held by him.

In the case of equality of votes, the Chairman of the Meeting shall, both on a
show of hands and on a poll, have a casting vote.

To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-fourths of the persons voting at the Meeting
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, as the case may
be.

If an Extraordinary Resolution is duly passed by the holders of the relevant
Class of Existing Notes, it will be binding on all Existing Noteholders of
such Class, including those Existing Noteholders who did not attend the
relevant Meeting or who attended or were represented and who voted against
such Extraordinary Resolution.

Without prejudice to the obligations of proxies named in any block voting
instruction, any person entitled to more than one vote need not use all such
votes or cast all such votes in the same way.

Noteholders who hold their notes through the Clearing Systems should contact
the relevant Clearing System with any questions and requests for assistance in
relation to the voting process (including the blocking of Notes).

Noteholders who hold their notes through an intermediary should contact such
intermediary with any questions and requests for assistance in relation to the
voting process.

Please refer to Section 5 (Form of Meeting Notice and of Extraordinary
Resolutions) for full details of the Meetings, voting and quorum requirements.
In accordance with the provisions of the Trust Deed, copies of Meeting Notices
have been delivered to Euroclear and Clearstream, Luxembourg for dissemination
to Noteholders.

Implementation

If the First Extraordinary Resolution and/or the Second Extraordinary
Resolution is duly passed, the First Proposed Amendments and/or the Second
Proposed Amendments (as applicable) is expected to be implemented shortly
thereafter.

The Issuer urges the Existing Noteholders to consider the Proposed Amendments
carefully and to ensure they comply with the timetable requirements (set out
in Section 2 (Expected Timetable of Events)) in order to ensure they are able
to participate in, or be represented at, the Meetings and to have their votes
cast in relation to the Extraordinary Resolutions.

                      SECTION 4 - Special Considerations

The following is an overview of certain of the risks associated with the
Proposed Amendments about which the Noteholders should be aware. The Issuer
represents that the overview of certain risks included in this section is not
intended to be exhaustive as to all matters about which Noteholders should be
aware. All of these factors are contingencies which may or may not occur and
the Issuer is not in a position to express a view on the likelihood of any
such contingency occurring. Before making a decision with respect to the
Proposed Amendments, Noteholders should carefully consider, in addition to the
information contain in this Consent Solicitation Memorandum the risk factors
and other considerations set out in the Offering Circular issued by the Issuer
in connection with the Notes on 29 July 2004, and the following:

Noteholders bound by Extraordinary Resolutions

If the requisite number of Noteholders (present in person or represented) at a
Meeting vote in favour of the First Extraordinary Resolution and the First
Extraordinary Resolution is passed, the First Extraordinary Resolution will be
binding on all Noteholders of the relevant Class whether or not such
Noteholder was present at the relevant Meeting and/or whether or not such
Noteholder voted in respect of, or in favour of, the First Extraordinary
Resolution.

If the requisite number of Noteholders at a Meeting (present in person or
represented) vote in favour of the Second Extraordinary Resolution and the
Second Extraordinary Resolution is passed, the Second Extraordinary Resolution
will be binding on all Noteholders of the relevant Class whether or not such
Noteholder was present at the relevant Meeting and/or whether or not such
Noteholder voted in respect of, or in favour of, the Second Extraordinary
Resolution.

Noteholders should note that the passing of the First Extraordinary Resolution
and implementation of the First Proposed Amendments is not conditional on the
Second Extraordinary Resolution being passed and the implementation of the
Second Proposed Amendments and vice versa.

Conditionality

Existing Class C Noteholders should note that, notwithstanding the fact that
the First Extraordinary Resolution or the Second Extraordinary Resolution may
be passed by the requisite majority of holders of the Existing Class C Notes,
the signing of the First Amendment Deed or the Second Amendment Deed, as
applicable, is conditional upon the requisite majority of holders of each of
the Existing Class D Notes and the Existing Class E Notes voting in favour of
an Extraordinary Resolution on identical terms (mutatis mutandis) as such
First Extraordinary Resolution or Second Extraordinary Resolution, as
applicable or the Trustee determining in each case that the relevant
modifications will not be materially prejudicial to the interests of the
holder of any such Class of Notes.

Existing Class D Noteholders should note that, notwithstanding the fact that
the First Extraordinary Resolution or the Second Extraordinary Resolution may
be passed by the requisite majority of holders of the Existing Class D Notes,
the signing of the First Amendment Deed or the Second Amendment Deed, as
applicable, is conditional upon the requisite majority of holders of each of
the Existing Class C Notes and the Existing Class E Notes voting in favour of
an Extraordinary Resolution on identical terms (mutatis mutandis) as such
First Extraordinary Resolution or Second Extraordinary Resolution, as
applicable or the Trustee determining in each case that the relevant
modifications will not be materially prejudicial to the interests of the
holder of any such Class of Notes.

Existing Class E Noteholders should note that, notwithstanding the fact that
the First Extraordinary Resolution or the Second Extraordinary Resolution may
be passed by the requisite majority of holders of the Existing Class E Notes,
the signing of the First Amendment Deed or the Second Amendment Deed, as
applicable, is conditional upon the requisite majority of holders of each of
the Existing the Existing Class C Notes and the Existing Class D Notes voting
in favour of an Extraordinary Resolution on identical terms (mutatis mutandis)
as such First Extraordinary Resolution or Second Extraordinary Resolution, as
applicable or the Trustee determining in each case that the relevant
modifications will not be materially prejudicial to the interests of the
holder of any such Class of Notes.

No Rating Agency Confirmations

None of the Issuer, the Trustee, the Liquidity Facility Provider, the Paying
Agents or the Tabulation Agent have undertaken a formal process to confirm
with any Rating Agency the effect of implementation of either of the Proposed
Amendments on the ratings of the Notes and no Rating Agency Confirmations have
been obtained. However, the Liquidity Facility Provider reserves the right to
confirm with any Rating Agency the effect of implementation of either of the
Proposed Amendments on the ratings of the Notes and to obtain a Rating Agency
Confirmation from any Rating Agency at any time. Should a Rating Agency
Confirmation be provided, the Noteholders will be notified accordingly.
Noteholders should however form their own judgement as to the merits of the
Proposed Amendments, the sensitivity of the ratings of the Notes to the
Proposed Amendments and the effect on their holdings of the Notes.

Trustee Discretion

Please note that although the Trustee may have certain discretions under the
Trust Deed to provide its consent to any proposed modification(s) to the
Documents on the basis that such proposed modification(s) will not be
materially prejudicial to the interests of the holder of any Class of Notes,
there is no obligation on the Trustee to exercise any such discretion and the
Trustee may not exercise any such discretion. Noteholders are therefore urged
to exercise their right to vote.

Blocking of Notes

When considering whether to submit voting instructions or request a voting
certificate in order to vote at the Meeting, Noteholders whose Notes are
represented by a Reg S Global Note and who hold their Notes through Euroclear
or Clearstream, Luxembourg, should take into account that restrictions on the
transfer of Notes by Noteholders will apply from the time the voting
instructions are submitted or the voting certificate is requested. Such
Noteholders, by delivering voting instructions or requesting a voting
certificate in respect of any Notes, will agree that their Notes will be
blocked in the relevant Clearing System with effect from and including the
date on which the relevant instruction or request is received by the relevant
Clearing System and will remain blocked until the earliest of:

(a) the conclusion of the relevant Meeting (or, if adjourned, of the adjourned Meeting); and

(b) the date on which the voting instructions are validly revoked or the relevant voting
certificates are surrendered.

Such Noteholders should also note that their Notes will remain blocked in the
relevant Clearing System pending payment of any Consent Fee payable to them.

Taxation

This Consent Solicitation Memorandum does not address any tax consequences of
the Proposed Amendments or the payment of the Consent Fee, whether or not the
Proposed Amendments are implemented. Noteholders who are in any doubt as to
the tax position, should consult their own independent tax advisers regarding
any tax implications by reference to their own particular or individual
circumstances.

Responsibility for Complying with the Voting Procedures

Noteholders are responsible for complying with all of the procedures for
submitting voting instructions or obtaining a voting certificate. None of the
Liquidity Facility Provider, the Issuer, the Tabulation Agent, the Paying
Agents or the Trustee assumes any responsibility for informing Noteholders of
any irregularity with respect to any submission of voting instructions or any
request for a voting certificate.

Interpretation Final

All questions as to the form of documents, and establishing the validity and
eligibility (including time of receipt) of voting instructions and matters
relating to the revocation or amendment of voting instructions will be
determined by the Issuer subject, in the case of matters prescribed by the
Meetings Provisions, to the approval of the Trustee, whose determination shall
be final and binding. The Issuer also reserves the right, subject, in the case
of matters prescribed by the Meetings Provisions, to the approval of the
Trustee, to waive any and all defects or irregularities in the giving of
particular voting instructions.

No alternative, conditional or contingent giving of voting instructions will
be accepted. Unless waived by the Issuer (acting in conjunction with the
Trustee, as described in the paragraph above), any defects or irregularities
in connection with giving of voting instructions must be cured within such
time as is permitted by the Meetings Provisions. None of the Tabulation Agent,
the Paying Agents, the Issuer, the Trustee or any other person will be under
any duty to give notification of any defects or irregularities in such voting
instructions nor will such entities incur any liability for failure to give
such notification. Giving of such voting instructions will not be deemed to
have been made until such defects or irregularities have been cured or waived.

Responsibility to Consult Advisors

Noteholders should consult their own tax, accounting, financial and legal
advisors regarding the consequences (tax, accounting or otherwise) of
participating in the Proposed Amendments and the receipt by them of the
Consent Fee.

Implementation

Until the Issuer announces in accordance with the terms of the Trust Deed that
the First Extraordinary Resolution and/or the Second Extraordinary Resolution
have been passed and that the First Amendment Deed and/or the Second Amendment
Deed executed, no assurance can be given that either the First Proposed
Amendments or the Second Proposed Amendments will be implemented.

Required Approvals

In order for the First Proposed Amendments and/or the Second Proposed
Amendments to be implemented, the Issuer will require the approval of the
Trustee who will only give its consent to the First Proposed Amendments and/or
the Second Proposed Amendments if the relevant Proposed Amendments are
approved by the First Extraordinary Resolution or the Second Extraordinary
Resolution, as applicable, of the Existing C Noteholders, the Existing D
Noteholders and the Existing E Noteholders.

The Extraordinary Resolutions are to be proposed for consideration at the
Meetings of the Existing Noteholders. If successfully passed, the Trustee will
then be in the position to give its consent, which will allow the Issuer to
implement one or both of the Proposed Amendments, as applicable.

      SECTION 5 - Form OF MEETINGs NOTICE and Extraordinary Resolutions

THIS NOTICE CONTAINS IMPORTANT INFORMATION OF INTEREST TO THE REGISTERED AND
BENEFICIAL OWNERS OF THE EXISTING NOTES (AS DEFINED BELOW). IF APPLICABLE, ALL
DEPOSITARIES, CUSTODIANS AND OTHER INTERMEDIARIES RECEIVING THIS NOTICE ARE
REQUESTED TO PASS THIS NOTICE TO SUCH BENEFICIAL OWNERS IN A TIMELY MANNER

If you are in any doubt as to the action you should take, you are recommended
to seek your own financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or other financial, legal or tax adviser
authorised under the Financial Services and Markets Act 2000 (if you are in
the United Kingdom), or from another appropriately authorised independent
financial adviser (if you are not) and such other professional advice from
your own professional advisors as you deem necessary.

If you have recently sold or otherwise transferred your entire holding(s) of
Existing Notes referred to below, you should immediately forward this document
to the purchaser or transferee or to the stockbroker, bank or other agent
through whom the sale or transfer was effected for transmission to the
purchaser or transferee.

THIS NOTICE DOES NOT CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED
AS, AN OFFER FOR SALE, EXCHANGE OR SUBSCRIPTION OF, OR A SOLICITATION OF ANY
OFFER TO BUY, EXCHANGE OR SUBSCRIBE FOR ANY SECURITIES OF THE ISSUER OR ANY
OTHER ENTITY.

                     SOUTHERN PACIFIC SECURITIES 04-2 PLC
                                (the "Issuer")

                              NOTICE OF MEETINGS

                                FIRST MEETING

                       A Meeting of the holders of the

      Class C1a €5,000,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196615396, US84359VAK89; CUSIP: 84359VAK8

      Class C1c £19,400,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616360, US84359VAM46; CUSIP: 84359VAM4

       (together, the "Existing Class C Noteholders" and the "Existing
                         Class C Notes" respectively)

                            presently outstanding

                                SECOND MEETING

                       A Meeting of the holders of the

      Class D1a €5,000,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196616527, US84359VAN29; CUSIP: 84359VAN2

      Class D1c £19,400,000 Mortgage Backed Floating Rate Notes due 2042
              ISIN: XS0196618069, US84359VAQ59; CUSIP: 84359VAQ5

       (together, the "Existing Class D Noteholders" and the "Existing
                         Class D Notes" respectively)

                            presently outstanding

                                THIRD MEETING

                       A Meeting of the holders of the

       Class E £7,000,000 Mortgage Backed Floating Rate Notes due 2042
                              ISIN: XS0196618499

     (the "Existing Class E Noteholders" and the "Existing Class E Notes"
                                respectively)

                            presently outstanding

(together, the Existing Class C Noteholders, the Existing Class D Noteholders
and the Existing Class E Noteholders are referred to as the "Existing
Noteholders" and separately each a "Class of Existing Noteholders"; together,
the Existing Class C Notes, the Existing Class D Notes and the Existing Class
E Notes are referred to as the "Existing Notes")

NOTICE IS HEREBY GIVEN that a separate Meeting (each, a "Meeting") at the
offices of Reed Smith LLP, The Broadgate Tower, 20 Primrose Street, London
EC2A 2RS of the holders of:

- all the Existing Class C Notes is hereby convened by the Issuer on 5
December 2014 at 10:15 am (London time), 11:15 am (CET) and 5:15 am (New York
time) for the purpose of considering and, if thought fit, passing the
Extraordinary Resolutions set out below;

- all the Existing Class D Notes is hereby convened by the Issuer on 5
December 2014 at 10:20 am (London time), 11:20 am (CET) and 5:20 am (New York
time) immediately after the Meeting of the Existing Class C Noteholders has
been concluded or adjourned, for the purpose of considering and, if thought
fit, passing the Extraordinary Resolutions set out below; and

- all the Existing Class E Notes is hereby convened by the Issuer on 5
December 2014 at 10:25 am London time), 11:25 am (CET) and 5:25 am (New York
time) immediately after the Meeting of the Existing Class D Noteholders has
been concluded or adjourned, for the purpose of considering and, if thought
fit, passing the Extraordinary Resolutions set out below,

in accordance with the provisions of the trust deed dated 9 August 2004 as
amended, restated and supplemented from time to time (the "Trust Deed") made
between the Issuer and Capita IRG Trustees Limited (the "Trustee") and
constituting the Existing Notes. The proposed amendments to be made to the
documents as described in this Meeting Notice are together referred to as the
"Proposed Amendments".

This Consent Solicitation Memorandum dated 10 November 2014 relating to the
Proposed Amendments (the "Consent Solicitation Memorandum"), a copy of which
is available as indicated below, explains the background to and reasons for,
gives full details of, and invites Existing Noteholders to approve, the
Proposed Amendments.

Capitalised terms in this Meeting Notice shall, except where the context
otherwise requires or save where otherwise defined herein, bear the meanings
ascribed to them in the Consent Solicitation Memorandum. The Consent
Solicitation Memorandum and the draft Amendment Deeds are available for
inspection during normal business hours on any day (excluding Saturdays,
Sundays and public holidays in England) at the offices of the Issuer, 4th
Floor, 40 Dukes Place, London EC3A 7NH.

FORM OF EXTRAORDINARY RESOLUTIONS

FIRST EXTRAORDINARY RESOLUTION

The First Extraordinary Resolution will be proposed at separate Meetings to
the holders of (i) the Existing Class C Notes, (ii) the Existing Class D Notes
and (iii) the Existing Class E Notes mutatis mutandis and is in the following
terms (with only such changes as are required to reflect the holding of
separate Meetings of each such Class of Existing Noteholders):

"THAT this Meeting of the holders of the Existing Class [C/D/E] Mortgage
Backed Floating Rate Notes presently outstanding (the "Existing Notes") of
Southern Pacific Securities 04-2 PLC (the "Issuer"), constituted by a Trust
Deed dated 9 August 2004 as amended, restated and supplemented from time to
time (the "Trust Deed") made between the Issuer and Capita IRG Trustees
Limited (the "Trustee") as trustee for the holders of the Existing Notes (the
"Existing Noteholders") HEREBY RESOLVES as an Extraordinary Resolution:

(a) (subject to paragraph (l) below) to approve, authorise, consent, sanction
and assent to the First Proposed Amendments (as defined in the Consent
Solicitation Memorandum dated 10 November 2014 issued by the Issuer (the
"Consent Solicitation Memorandum") and its implementation;

(b) (subject to paragraph (l) below) that each of the Issuer, the Trustee,
Acenden Limited and Lloyds Bank plc as Liquidity Facility Provider is hereby
authorised, sanctioned, requested, directed, empowered and instructed to:

(i) implement the Proposed Amendments described in Section 1, part 4
(Re-sizing of Liquidity Facility) of the Consent Solicitation Memorandum (the
"First Proposed Amendments") and as set out in the First Amendment Deed;

(ii) enter into the First Amendment Deed to effect the First Proposed Amendments; and
(iii) concur in, and execute and do, all such other deeds, instruments,
ancillary documents, acts and things and take such steps as may be necessary
and desirable to carry out and give effect to the First Amendment Deed, the
First Proposed Amendments and this Extraordinary Resolution,

in the case of the First Amendment Deed, in substantially the same form as the
draft First Amendment Deed produced to this Meeting and signed by the chairman
of this Meeting for the purpose of identification, with such non-material
amendments (if any) as may be requested by the Issuer and approved by the
Trustee or required by the Trustee, in each case, in its sole discretion;

(c) (subject to paragraph (l) below) that the Issuer and the Trustee and each
other party thereto is authorised, sanctioned, requested, directed, empowered
and instructed to comply with its obligations under the Liquidity Facility
Agreement (as modified by the First Amendment Deed) and the Cash/Bond
Administration Agreement (including, inter alia, agreeing to and, in the case
of the Issuer, effecting the repayment of the applicable part of the Stand-by
Drawing to the Liquidity Facility Provider on or as soon as reasonably
practicable after the date the First Amendment Deed is delivered and dated);

(d) (subject to paragraph (l) below) that the amendments set out in the First
Amendment Deed are authorised and approved and the Issuer, the Trustee and the
other parties thereto are authorised, sanctioned, requested, directed,
empowered and instructed, to the extent legally possible, to undertake the
implementation of the First Amendment Deed on and subject to the conditions
set out therein;

(e) to sanction every abrogation, modification, compromise or arrangement in
respect of the rights of the Trustee or the Existing Noteholders appertaining
to the Existing Notes against the Issuer, whether or not such rights arise
under the Trust Deed or any other Transaction Document, involved in or
resulting from or to be effected by, the modifications referred to in
paragraphs (a) to (d) of this Extraordinary Resolution and their
implementation or this Extraordinary Resolution;

(f) to waive any and all requirements, restrictions or conditions precedent
set forth in the Transaction Documents on any person in respect of
implementing the First Amendment Deed and the First Proposed Amendments or
this Extraordinary Resolution or implementation thereof;

(g) (subject to paragraph (l) below) that the Trustee is hereby authorised,
sanctioned, requested, directed, empowered and instructed to enter into the
First Amendment Deed to effect a:

(i) waiver of all breaches or proposed breaches by the Issuer of the
provisions of the Transaction Documents or the Conditions that may occur in
connection with entering into the First Amendment Deed and performing its
obligations contemplated thereby or otherwise taking any steps referred to in
paragraphs (b) and (c) above; and

(ii) determination that any actions taken by the Issuer pursuant to or in
connection with the First Amendment Deed or in connection with its obligations
thereunder or otherwise taking any steps referred to in paragraphs (b) and (c)
above which constitute an Event of Default or Potential Event of Default in
respect of the Notes shall not be treated as such;

(h) to discharge and exonerate the Issuer from all liability for which it may
have become or may become responsible under any Transaction Document or the
Existing Notes in respect of any requirements, restrictions or conditions
precedent set forth in the Transaction Documents or the Existing Notes in
connection with the First Amendment Deed and the First Proposed Amendments or
this Extraordinary Resolution or implementation thereof;

(i) to discharge and exonerate the Trustee and the Issuer from any
responsibility or liability for which it may have become or may become
responsible under the Trust Deed, the Deed of Charge, the Existing Notes or
any Transaction Document or any document related thereto in respect of any act
or omission in connection with the passing of this Extraordinary Resolution or
the executing of any deeds, agreements, documents or instruments, the
performance of any acts, matters or things done to carry out and give effect
to the matters contemplated in the First Amendment Deed, the First Proposed
Amendments, the Consent Solicitation Memorandum or this Extraordinary
Resolution;

(j) to acknowledge and agree that Rating Agency Confirmations will not be obtained;
(k) to sanction the passing of the First Extraordinary Resolution by the
holders of the Existing [C/D/E] Notes as set out in the Meetings Notice of the
Existing [C/D/E] Noteholders dated the same date as the notice convening this
Meeting; and

(l) that the signing of the First Amendment Deed shall be in all respects
conditional on the requisite majority of holders of each of the Existing Class
[C/D/E] Notes and the Existing Class [C/D/E] Notes voting in favour of the
First Extraordinary Resolution in the same form (mutatis mutandis) to be
proposed at separate Meetings of such holders convened by the Issuer on or
around 5 December 2014 or at any adjournment thereof, or in each case the
Trustee determining that the relevant modifications will not be materially
prejudicial to the interests of the holders of any such Classes of Notes.

Capitalised terms in this Extraordinary Resolution shall, except where the
context otherwise requires or save where otherwise defined herein, bear the
meanings ascribed to them in the Consent Solicitation Memorandum or the Master
Definitions Schedule."

SECOND EXTRAORDINARY RESOLUTION

The Second Extraordinary Resolution will be proposed at separate Meetings to
the holders of (i) the Existing Class C Notes, (ii) the Existing Class D Notes
and (iii) the Existing Class E Notes mutatis mutandis and is in the following
terms (with only such changes as are required to reflect the holding of
separate Meetings of each such Class of Existing Noteholders):

"THAT this Meeting of the holders of the Existing Class [C/D/E] Mortgage
Backed Floating Rate Notes presently outstanding (the "Existing Notes") of
Southern Pacific Securities 04-2 PLC (the "Issuer"), constituted by a Trust
Deed dated 9 August 2004 as amended, restated and supplemented from time to
time (the "Trust Deed") made between the Issuer and Capita IRG Trustees
Limited (the "Trustee") as trustee for the holders of the Existing Notes (the
"Existing Noteholders") HEREBY RESOLVES as an Extraordinary Resolution:

(a) (subject to paragraph (l) below) to approve, authorise, consent, sanction
and assent to the Second Proposed Amendments (as defined in the Consent
Solicitation Memorandum dated 10 November 2014 issued by the Issuer (the
"Consent Solicitation Memorandum") and its implementation;

(b) (subject to paragraph (l) below) that each of the Issuer, the Trustee,
Acenden Limited and Lloyds Bank plc as Liquidity Facility Provider is hereby
authorised, sanctioned, requested, directed, empowered and instructed to:

(i) implement the Proposed Amendments described in Section 1, part 5 (Reversal
of Stand-by Drawing) of the Consent Solicitation Memorandum (the "Second
Proposed Amendments") and as set out in the Second Amendment Deed;

(ii) enter into the Second Amendment Deed to effect the Second Proposed Amendments; and
(iii) concur in, and execute and do, all such other deeds, instruments,
ancillary documents, acts and things and take such steps as may be necessary
and desirable to carry out and give effect to the Second Amendment Deed, the
Second Proposed Amendments and this Extraordinary Resolution,

in the case of the Second Amendment Deed, in substantially the same form as
the draft Second Amendment Deed produced to this Meeting and signed by the
chairman of this Meeting for the purpose of identification, with such
non-material amendments (if any) as may be requested by the Issuer and
approved by the Trustee or required by the Trustee, in each case, in its sole
discretion;

(c) (subject to paragraph (l) below) that the Issuer and the Trustee and each
other party thereto is authorised, sanctioned, requested, directed, empowered
and instructed to comply with its obligations under the Liquidity Facility
Agreement (as modified by the Second Amendment Deed) (including, inter alia,
agreeing to and, in the case of the Issuer, effecting the repayment of the
applicable part of the Stand-by Drawing to the Liquidity Facility Provider on
or as soon as reasonably practicable after the date the Second Amendment Deed
is delivered and dated);

(d) (subject to paragraph (l) below) that the amendments set out in the Second
Amendment Deed are authorised and approved and the Issuer, the Trustee and the
other parties thereto are authorised, sanctioned, requested, directed,
empowered and instructed, to the extent legally possible, to undertake the
implementation of the Second Amendment Deed on and subject to the conditions
set out therein;

(e) to sanction every abrogation, modification, compromise or arrangement in
respect of the rights of the Trustee or the Existing Noteholders appertaining
to the Existing Notes against the Issuer, whether or not such rights arise
under the Trust Deed or any other Transaction Document, involved in or
resulting from or to be effected by, the modifications referred to in
paragraphs (a) to (d) of this Extraordinary Resolution and their
implementation or this Extraordinary Resolution;

(f) to waive any and all requirements, restrictions or conditions precedent
set forth in the Transaction Documents on any person in respect of
implementing the Second Amendment Deed and the Second Proposed Amendments or
this Extraordinary Resolution or implementation thereof;

(g) (subject to paragraph (l) below) that the Trustee is hereby authorised,
sanctioned, requested, directed, empowered and instructed to enter into the
Second Amendment Deed to effect a:

(i) waiver of all breaches or proposed breaches by the Issuer of the
provisions of the Transaction Documents or the Conditions that may occur in
connection with entering into the Second Amendment Deed and performing its
obligations contemplated thereby or otherwise taking any steps referred to in
paragraphs (b) and (c) above; and

(ii) determination that any actions taken by the Issuer pursuant to or in
connection with the Second Amendment Deed or in connection with its
obligations thereunder or otherwise taking any steps referred to in paragraphs
(b) and (c) above which constitute an Event of Default or Potential Event of
Default in respect of the Notes shall not be treated as such;

(h) to discharge and exonerate the Issuer from all liability for which it may
have become or may become responsible under any Transaction Document or the
Existing Notes in respect of any requirements, restrictions or conditions
precedent set forth in the Transaction Documents or the Existing Notes in
connection with the Second Amendment Deed and the Second Proposed Amendments
or this Extraordinary Resolution or implementation thereof;

(i) to discharge and exonerate the Trustee and the Issuer from any
responsibility or liability for which it may have become or may become
responsible under the Trust Deed, the Deed of Charge, the Existing Notes or
any Transaction Document or any document related thereto in respect of any act
or omission in connection with the passing of this Extraordinary Resolution or
the executing of any deeds, agreements, documents or instruments, the
performance of any acts, matters or things done to carry out and give effect
to the matters contemplated in the Second Amendment Deed, the Second Proposed
Amendments, the Consent Solicitation Memorandum or this Extraordinary
Resolution;

(j) to acknowledge and agree that Rating Agency Confirmations will not be obtained;
(k) to sanction the passing of the Second Extraordinary Resolution by the
holders of the Existing [C/D/E] Notes as set out in the Meetings Notice of the
Existing [C/D/E] Noteholders dated the same date as the notice convening this
Meeting; and

(l) that the signing of the Second Amendment Deed shall be in all respects
conditional on the requisite majority of holders of each of the Existing Class
[C/D/E] Notes and the Existing Class [C/D/E] Notes voting in favour of the
Second Extraordinary Resolution in the same form (mutatis mutandis) to be
proposed at separate Meetings of such holders convened by the Issuer on or
around 5 December 2014 or at any adjournment thereof, or in each case the
Trustee determining that the relevant modifications will not be materially
prejudicial to the interests of the holders of any such Classes of Notes.

Capitalised terms in this Extraordinary Resolution shall, except where the
context otherwise requires or save where otherwise defined herein, bear the
meanings ascribed to them in the Consent Solicitation Memorandum or the Master
Definitions Schedule."

1 Documents Available For Inspection

Hard copies of the following documents will be available for inspection by the
Existing Noteholders (subject to the identification requirements) during
normal business hours on any day (excluding Saturdays, Sundays and public
holidays in England) at the offices of the Issuer, 4th Floor, 40 Dukes Place,
London EC3A 7NH up to and including the date of the Meeting and at the
Meeting:

(i) a final form of the Amendment Deeds;

(ii) for reference purposes, the Deed Poll;

(iii) for reference purposes, the Liquidity Facility Agreement;

(iv) for reference purposes, the Novation and Transfer Agreement;

(v) for reference purposes, the Master Amendment Deed;

(vi) for reference purposes, the Trust Deed;

(vii) for reference purposes, the Master Definitions Schedule; and

(viii) the Consent Solicitation Memorandum.

Such documents will not be available for photocopying or any other form of
reproduction at any time and copies will not be permitted to leave the room
containing such copies.

2 General

2.1 The attention of Existing Noteholders is particularly drawn to the quorum
required for the Meetings and for adjourned Meetings which is set out in
"Voting and Quorum" below. Having regard to such requirements, Existing
Noteholders are strongly urged either to request the necessary voting
certificate required in order to attend the Meeting or to take steps to
appoint a proxy to vote on their behalf at the Meeting, as referred to below,
as soon as possible.

2.2 Lucid Issuer Services Limited as tabulation agent (the "Tabulation
Agent"), the Trustee, the Issuer and the Paying Agents (and their respective
advisors) have not been involved in the formulation or verification of the
Proposed Amendments and express no views or opinions on the merits of the
Proposed Amendments or the Extraordinary Resolutions. Neither the Issuer nor
the Trustee has any objection to the presentation of the Proposed Amendments
and the Extraordinary Resolutions being put to Existing Noteholders for their
consideration. The Trustee, the Issuer, the Tabulation Agent and the Paying
Agents (and their respective advisors) are not responsible for the accuracy,
sufficiency, relevance, completeness, validity, correctness or otherwise of
the statements made in this Consent Solicitation Memorandum or otherwise
disclosed or to be disclosed to Existing Noteholders in connection with the
Proposed Amendments and the Extraordinary Resolutions and make no
representation that all relevant information has been disclosed to the
Existing Noteholders in or pursuant to this Consent Solicitation Memorandum
and this Meetings Notice. None of the Issuer, Paying Agents, the Trustee or
the Tabulation Agent (or any of their respective advisors) accepts any
liability in relation to the Proposed Amendments or the matters set out in the
Consent Solicitation Memorandum.

2.3 Existing Noteholders should take their own independent advice on the
merits and on the consequences of voting in favour of the Proposed Amendments.
A discussion of certain factors, which should be considered in connection with
the delivery of voting instructions, is set out under "Special Considerations"
in Section 4 of the Consent Solicitation Memorandum.

3 Voting and Quorum

3.1 The following is a summary of the arrangements which have been made for
the purpose of Existing Noteholders voting in respect of the Extraordinary
Resolutions to be proposed at the Meetings as set out above. These
arrangements satisfy the requirements of the provisions contained in the Trust
Deed relating to the Meetings of Existing Noteholders convened for the purpose
of passing Extraordinary Resolutions. Full details of these arrangements are
set out in Schedule 3 (Provisions for Meetings of Noteholders) to the Trust
Deed a copy of which is available for inspection at the offices of the Issuer.

3.2 Copies of the Trust Deed are available for inspection during normal
business hours on any day (excluding Saturdays, Sundays and public holidays in
England) at the offices of the Issuer, 4th Floor, 40 Dukes Place, London EC3A
7NH up to and including the date of the Meeting and at the Meeting.

Each Class or, where a Class is made up of sub-classes, each sub-class of the
Existing Notes (other than the Existing Class E Notes) is in registered form
and represented by a global note (i) registered in the name of a nominee for
The Bank of New York Mellon, London Branch as common depositary for Euroclear
Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme
("Clearstream, Luxembourg"), or (ii) other than the Existing Class E Notes,
deposited with a custodian for The Depository Trust Company ("DTC") and,
together with Euroclear and Clearstream, Luxembourg, the "Clearing Systems"
and each a "Clearing System" and registered in the name of DTC or its nominee.

The Class E Notes are in bearer form and are represented by a global note held
by The Bank of New York Mellon, London Branch as common depositary for
Euroclear and Clearstream, Luxembourg.

Any Existing Noteholder who wishes to vote in respect of the Extraordinary
Resolutions should: (i) in the case of a beneficial owner whose Notes are held
in book-entry form by a custodian, request such beneficial owner's custodian
to vote on the relevant Extraordinary Resolution(s) in accordance with the
procedures set out below or (ii) in the case of an Existing Noteholder whose
Notes are held in book-entry form directly in the relevant Clearing System,
vote on the relevant Extraordinary Resolution(s) in accordance with the
procedures set out below.

Existing Noteholders should note that the timings and procedures set out below
reflect the requirements for Noteholder meetings set out in Schedule 3
(Provisions for Meetings of Noteholders) to the Trust Deed, but that the
Clearing Systems may have their own additional requirements as to timings and
procedures for voting on the Extraordinary Resolutions. Accordingly, any
Existing Noteholders wishing to vote in respect of the Extraordinary
Resolutions are strongly urged either to contact their custodian (in the case
of a beneficial owner whose Existing Notes are held in book-entry form by a
custodian) or the relevant Clearing System (in the case of an Existing
Noteholder whose Notes are held in book-entry form directly in the relevant
Clearing System) as soon as possible.

The voting procedures for the Meeting are different depending on whether the
Existing Notes are (i) held through Euroclear or Clearstream, Luxembourg or
(ii) through DTC. The two procedures are described below.

3.3 For Notes held through Euroclear or Clearstream, Luxembourg:

This paragraph 3.3 (For Notes held through Euroclear or Clearstream,
Luxembourg:) only applies to Notes held through Euroclear or Clearstream,
Luxembourg.

For the purposes of Notes held through Euroclear or Clearstream, Luxembourg, a
"Noteholder" shall mean each person who is for the time being shown in the
records of Euroclear or Clearstream, Luxembourg as the holder of a particular
principal amount of the Notes. Each person who is the beneficial owner (a
"Beneficial Owner") of a particular principal amount of the Notes through a
Noteholder should note that such person is not considered to be a Noteholder
for the purposes of Notes held through Euroclear or Clearstream, Luxembourg
and will only be entitled to attend and vote at a Meeting or to appoint a
proxy to do so by instructing the relevant Noteholder to follow the procedures
set out below.

A Noteholder wishing to attend the Meeting in person must produce at the
Meeting a valid voting certificate issued by a Paying Agent relating to the
Note(s) in respect of which he wishes to vote.

A Noteholder not wishing to attend and vote at the Meeting in person may
either deliver his valid voting certificate(s) to the person whom he wishes to
attend on his behalf or give a voting instruction (by giving his voting
instructions to Clearstream, Luxembourg and/or Euroclear) instructing a Paying
Agent to appoint a proxy to attend and vote at the Meeting in accordance with
his instructions. Any such appointment shall be made pursuant to a block
voting instruction.

A Noteholder must request the relevant Clearing System to block the Notes in
his own account and to hold the same to the order or under the control of a
Paying Agent not later than 48 hours before the time appointed for holding the
Meeting in order to obtain voting certificates or give voting instructions in
respect of the relative Meeting. Notes so blocked will not be released until
the earlier of:

(a) the conclusion of the Meeting (or, if applicable, any adjournment of such Meeting); and

(b)
(i) in respect of (a) voting certificate(s), the surrender to a Paying Agent
of such voting certificate(s) and notification by the relevant Paying Agent to
the relevant Clearing System of such surrender or the compliance in such other
manner with the rules of the relevant clearing system; or

(ii) in respect of voting instructions, not less than 48 hours before the time
for which the Meeting (or, if applicable, any adjournment of such Meeting) is
convened, the notification in writing of any revocation or amendment of a
Noteholder's previous instructions to the Paying Agent and the same then being
notified in writing by the Paying Agent to the Issuer at least 24 hours before
the time appointed for holding the Meeting (or, if applicable, any adjournment
of such Meeting) and such Notes ceasing in accordance with the procedures of
the relevant Clearing System and with the agreement of such Paying Agent to be
held to its order or under its control.

3.4 For Notes held through DTC:

This paragraph 3.4 (For Notes held through DTC:) only applies to Notes held
through DTC.

For the purposes of Notes held through DTC, each direct participant in DTC
holding a principal amount of the Notes, as reflected in the records of DTC,
as at the close of business in New York on 7 November 2014 (the "Record Date")
will be considered to be a Noteholder upon DTC granting an omnibus proxy
authorising DTC direct participants to vote at the relevant Meeting (by
delivering a form of proxy).

The Record Date has been fixed as the date for the determination of
Noteholders entitled to vote at the Meetings. The delivery of a form of proxy,
as defined and described below, will not affect a Noteholder's right to sell
or transfer any Notes, and a sale or transfer of any Notes after the Record
Date will not have the effect of revoking any form of proxy properly delivered
by a Noteholder. Therefore, each properly delivered form of proxy will remain
valid notwithstanding any sale or transfer of any Notes to which such form of
proxy relates.

A DTC direct participant, duly authorised by an omnibus proxy from DTC, may,
by an instrument in writing in the English language (a "form of proxy") in the
form available from the office of the Tabulation Agent specified below signed
by such DTC direct participant, or, in the case of a corporation, executed
under its common seal or signed on its behalf by an attorney or a duly
authorised officer of the corporation and delivered to the specified office of
the Tabulation Agent no later than 48 hours before the time fixed for the
relevant Meeting, appoint any person (a "proxy") to act on his or its behalf
in connection with any Meeting (and any adjourned such Meeting).

A proxy so appointed shall so long as such appointment remains in force be
deemed, for all purposes in connection with the relevant Meeting (or any
adjourned such Meeting) to be the holder of the Notes to which such
appointment relates and the relevant Noteholder shall be deemed for such
purposes not to be the holder.

Only Noteholders (i.e. DTC direct participants) may deliver a form of proxy. A
beneficial owner of an interest in Notes held through a DTC direct participant
must direct such DTC direct participant to deliver a form of proxy on its
behalf.

Any DTC direct participant who intends to deliver one or more properly
completed forms of proxy should deliver the same by registered mail, hand
delivery, overnight courier or by e-mail or facsimile (with an original
delivered subsequently) to the Tabulation Agent at its address, e-mail address
or facsimile number set forth below. Such forms of proxy must be received by
the Tabulation Agent no later than 48 hours before the time fixed for the
relevant Meeting.

The ownership of Notes held through DTC by DTC direct participants shall be
established by a DTC security position listing provided by DTC as of the
Record Date.

3.5 General provisions relating to the Meetings:

The quorum required at each Meeting is one or more persons present holding
voting certificates or being proxies and representing in the aggregate over 50
per cent. of the aggregate Sterling Equivalent Principal Amount Outstanding of
the Notes of the relevant Class for the time being outstanding.

If a quorum is not present at any Meeting within 15 minutes or such longer
period not exceeding 30 minutes as the Chairman may decide from the time fixed
for the relevant Meeting, such Meeting will be adjourned in accordance with
the provisions of the Trust Deed and the Extraordinary Resolutions shall be
considered at the adjourned Meeting (notice of which will be given to the
Noteholders of the relevant Class). At any adjourned meeting, the quorum
required is one or more persons present holding voting certificates or being
proxies (whatever the aggregate Sterling Equivalent Principal Amount
Outstanding of the Notes of such Class so represented by them). Noteholders
should note that voting certificates obtained and proxies appointed in respect
of a Meeting shall remain valid for the relevant adjourned Meeting unless
validly revoked.

Every question submitted to each Meeting will be decided in the first instance
by a show of hands unless a poll is duly demanded (before or on the
declaration of the result on the show of hands) by the Chairman of such
Meeting, the Issuer, the Trustee or by any person present holding a voting
certificate or being a proxy (whatever the principal amount of Notes of the
relevant Class so held or represented by him). On a show of hands every person
who is present in person and produces a voting certificate or is a proxy shall
have one vote. On a poll every person who is so present in person and produces
a voting certificate or is a proxy shall have one vote in respect of each
£1.00 in Sterling Equivalent Principal Amount Outstanding of the Notes
represented or held by him.

In the case of equality of votes, the Chairman of the Meeting shall, both on a
show of hands and on a poll, have a casting vote.

To be passed, the Extraordinary Resolution requires a majority in favour
consisting of not less than three-fourths of the persons voting at the Meeting
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, as the case may
be.

If an Extraordinary Resolution is duly passed by the holders of the relevant
Class of Existing Notes, it will be binding on all Existing Noteholders of
such Class, including those Existing Noteholders who did not attend the
relevant Meeting or who attended or were represented and who voted against
such Extraordinary Resolution.

Without prejudice to the obligations of proxies named in any block voting
instruction, any person entitled to more than one vote need not use all such
votes or cast all such votes in the same way.

Noteholders who hold their notes through the Clearing Systems should contact
the relevant Clearing System with any questions and requests for assistance in
relation to the voting process (including the blocking of Notes).

Noteholders who hold their notes through an intermediary should contact such
intermediary with any questions and requests for assistance in relation to the
voting process.

All Existing Noteholders will be notified of the result of voting on the
Extraordinary Resolution in accordance with the Trust Deed promptly once such
result is known (and in any event within 14 days of the Meeting).

The attention of the Existing Noteholders is particularly drawn to the quorum
required for the Meeting as set out above.

Having regard to such requirements, the Existing Noteholders are requested to
take steps to be represented at the Meeting, as referred to above, as soon as
possible or to make arrangements to attend in person.

This Meeting Notice and any non-contractual obligation arising out of or in
connection with it, is governed by English law.

The Paying Agents/Tabulation Agent with respect to the Existing Notes are as
follows:

Principal Paying Agent        U.S Paying Agent
The Bank of New York Mellon,  The Bank of New York Mellon
London Branch
One Canada Square             101 Barclay Street
London E14 5AL                New York

Contact: Corporate Trust      USA 10286
Administration (Structured
Finance)                      Contact: Corporate Trust Administration
Fax: [phone]     Fax: [phone]

                              Tabulation Agent
                              Lucid Issuer Services Limited
                              Leroy House
                              436 Essex Road
                              London N1 3QP
                              United Kingdom

                              Contact: Victor Parzyjagla
                              Telephone: [phone]
                              Email: [e-mail]
                              Fax: [phone]

3.6 This notice is given by the Issuer.

10 November 2014

                           SECTION 6 - Definitions

Capitalised terms used but not defined in this Consent Solicitation Memorandum
shall, unless the context otherwise requires, have the meanings set out in the
Master Definitions Schedule, the Trust Deed and/or the Terms and Conditions.

"144A Notes" means the C1a Notes represented by the C1a Rule 144A Global Note,
the C1c Notes represented by the C1c Rule 144A Global Note, the D1a Notes
represented by the D1a Rule 144A Global Note and the D1c Notes represented by
the D1c Rule 144A Global Note, as applicable.

"Amendment Deeds" means the First Amendment Deed and the Second Amendment
Deed, and "Amendment Deed" means any one of them.

"Approving Noteholder" has the meaning set out in Section 1, part 3 hereof.

"Class" means the Existing Class C Notes, the Existing Class D Notes or the
Existing Class E Notes.

"Clearing Systems" means Euroclear Bank S.A./N.V., Clearstream Banking,
société anonyme, Luxembourg and DTC.

"Consent Fee" means:

(a) in respect of the First Proposed Amendments, a percentage, depending on
the Class of Notes as set out in the table below, of the Principal Amount
Outstanding of the Notes held by the Approving Noteholder on the date of the
Meeting in respect of which that Approving Noteholder has voted in favour of
the First Extraordinary Resolution.

Class         Fee Rate
C             0.50%
D             0.60%
E             0.70%
(b) in respect of the Second Proposed Amendments, a percentage, depending on
the Class of Notes as set out in the table below, of the Principal Amount
Outstanding of the Notes held by the Approving Noteholder on the date of the
Meeting in respect of which that Approving Noteholder has voted in favour of
the Second Extraordinary Resolution.

Class         Fee Rate
C             0.10%
D             0.10%
E             0.10%
"Deed Poll" means the deed poll entered into by Lloyds on or about the date
hereof in favour of each Approving Noteholder.

"DTC Noteholders" means any holder of Notes directly or indirectly in DTC.

"DTC Participant" means those direct participants referred to in the omnibus
proxy issued by DTC.

"DTC Notes" means any Note registered in the name of DTC or its nominee.

"Existing Class C Notes" means the Class C1a Notes and the Class C1c Notes.

"Existing Class D Notes" means the Class D1a Notes and the Class D1c Notes.

"Existing Class E Notes" means the Class E Notes.

"Extraordinary Resolutions" means the extraordinary resolutions to approve the
Proposed Amendments and their implementation to be proposed and considered at
the Meeting, as set out in "Form of Meetings Notice and Extraordinary
Resolutions", and "Extraordinary Resolution" means any one of them.

"Final Voting Deadline" means such time on 3 December 2014 as is 48 hours
prior to the relevant Meeting or, if the Meeting is adjourned, such time on
such date as is 48 hours prior to any adjourned Meeting.

"First Extraordinary Resolution" means the extraordinary resolution proposed
at the Meetings in respect of the First Proposed Amendments.

"First Amendment Deed" means the deed of amendment to the Liquidity Facility
Agreement implementing the First Proposed Amendments.

"First Proposed Amendments" means the Proposed Amendments described in Section
1, part 4 (Re-sizing of Liquidity Facility) of this Consent Solicitation
Memorandum as set out in the First Amendment Deed.

"Meetings" means the meetings of Noteholders to be held on 5 December 2014 to
consider and, if thought fit, pass the Extraordinary Resolutions in respect of
the Proposed Amendments and their implementation or any adjourned such meeting
(and each individually, a "Meeting").

"Meetings Provisions" means the provisions for meetings of Noteholders set out
in Schedule 3 (Provisions for Meetings of Noteholders) to the Trust Deed.

"Pool Factor" means, in respect of a Note, the fraction expressed as a decimal
to the tenth point of which the numerator is the Principal Amount Outstanding
of such Note and the denominator is the principal amount of that Note on issue
expressed as an entire integer, as determined by the Cash/Bond Administrator.

"Proposed Amendment Date" means, if an Extraordinary Resolution is duly passed
by the relevant Noteholders, the Business Day following the Meeting or
adjourned Meeting at which the final relevant Extraordinary Resolution is
passed and the First Proposed Amendment Date and the Second Proposed Amendment
Date will be construed accordingly.

"Proposed Amendments" means the First Proposed Amendments and the Second
Proposed Amendments.

"Report Agent" means Lucid Issuer Services Limited.

"Second Amendment Deed" means the deed of amendment to the Liquidity Facility
Agreement implementing the Second Proposed Amendments.

"Second Extraordinary Resolution" means the extraordinary resolution proposed
at the Meetings in respect of the Second Proposed Amendments.

"Second Proposed Amendments" means the Proposed Amendments described in
Section 1, part 5 (Reversal of Stand-by Drawing) of this Consent Solicitation
Memorandum, as set out in the Second Amendment Deed.

"Tabulation Agent" means Lucid Issuer Services Limited.

                                    Issuer

                     Southern Pacific Securities 04-2 PLC
                                  4th Floor

                                40 Dukes Place

                               London EC3A 7NH

                   TABULATION AGENT

             Lucid Issuer Services Limited
                      Leroy House
                    436 Essex Road
                     London N1 3QP
                    United Kingdom

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