EXHIBIT 4.7








                             Dated 28 January 2004
                             ---------------------



                          GRANITE MORTGAGES 04-1 PLC
                               as Current Issuer



                                CITIBANK, N.A.
                          as Principal Paying Agent,
                   Agent Bank, Registrar and Transfer Agent



                       CITIBANK, N.A. (NEW YORK BRANCH)
                              as US Paying Agent



                                    - and -

                             THE BANK OF NEW YORK
                                as Note Trustee


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                 ISSUER PAYING AGENT AND AGENT BANK AGREEMENT

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                          SIDLEY AUSTIN BROWN & WOOD
                             1 THREADNEEDLE STREET
                                LONDON EC2R 8AW
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937

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                                   CONTENTS


1.     Definitions and Interpretation........................................1

2.     Appointment of the Agents.............................................2

3.     The Current Issuer Notes; Authentication..............................3

4.     Duties of Agents......................................................4

5.     Exchanges of Global Note Certificates and Delivery of Individual
       Note Certificates.....................................................6

6.     Replacement Note Certificates.........................................6

7.     Payments to the Paying Agents.........................................7

8.     Payments to Noteholders...............................................9

9.     Transfers of Current Issuer Notes....................................11

10.    Miscellaneous Duties of the Agents...................................12

11.    Agents to act for Note Trustee.......................................15

12.    Fees and Expenses....................................................16

13.    Terms of Appointment.................................................17

14.    No Liability for Consequential Loss..................................18

15.    Termination of Appointment...........................................19

16.    Non-Petition and Limited Recourse....................................22

17.    Notices..............................................................23

18.    Third Party Rights...................................................24

19.    Time of the Essence..................................................24

20.    Variation and Waiver.................................................24

21.    Execution in Counterparts; Severability..............................24

22.    Governing Law and Jurisdiction; Process Agent; Appropriate
       Forum................................................................25

23.    Exclusion of Liability...............................................25



                                      ii
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SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS..................................26
SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
           REGISTRATION OF THE CURRENT ISSUER NOTES.........................27
EXECUTION PAGE..............................................................31



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<PAGE>

THIS AGREEMENT is made on 28 January 2004

BETWEEN:

(1)   GRANITE MORTGAGES 04-1 PLC (registered number 4959572), a public limited
      company incorporated under the laws of England and Wales whose
      registered office is Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Current Issuer;

(2)   CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
      EC4Y 0PA in its capacity as Principal Paying Agent;

(3)   CITIBANK, N.A., acting through its office at Global Agency and Trust,
      111 Wall Street, 14th Floor, New York, N.Y. 10043, U.S.A. in its
      capacity as US Paying Agent;

(4)   CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
      EC4Y 0PA in its capacity as Agent Bank;

(5)   CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
      EC4Y 0PA in its capacity as Registrar;

(6)   CITIBANK, N.A., acting through its office at 5 Carmelite Street, London
      EC4Y 0PA in its capacity as Transfer Agent; and

(7)   THE BANK OF NEW YORK, acting through its office at 48th Floor, One
      Canada Square, London E14 5Al at in its capacity as Note Trustee.

WHEREAS:

By a resolution of a duly authorised Board of Directors of the Current Issuer
passed on 21 January 2004, the Current Issuer authorised the creation and
issue of the Current Issuer Notes constituted by the Current Issuer Trust Deed
and secured by the Current Issuer Deed of Charge.

IT IS AGREED as follows:

1.     Definitions and Interpretation

1.1    The provisions of:

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

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

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



                                      1
<PAGE>

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

1.2    Where the context permits, references in this agreement to a "Current
       Issuer Note" shall mean, while any of the Current Issuer Notes are
       represented by a Global Note Certificate, such Global Note Certificate,
       and while any of the Current Issuer Notes are represented by one or
       more Individual Note Certificates, such Individual Note Certificates.

1.3    Where the context permits, references in this agreement to the "Holder"
       of a Current Issuer Note means the person in whose name such Current
       Issuer Note is for the time being registered in the Register (or, in
       the case of a joint holding, the first named thereof) and "Noteholder"
       shall be construed accordingly.

2.     Appointment of the Agents

2.1    Appointment: Upon and subject to the terms of this Agreement, the
       Current Issuer and, for the purposes of Clause 11 (Agents to act for
       Note Trustee) only, the Note Trustee hereby appoint, for the purposes
       specified in, and to carry out their respective duties under, this
       Agreement and under the Current Issuer Conditions on a several but not
       joint basis:

       (a)  the Principal Paying Agent acting through its Specified Office as
            principal paying agent in respect of the Reg S Notes;

       (b)  the US Paying Agent acting through its Specified Office as paying
            agent in the United States in respect of the US Notes;

       (c)  the Agent Bank acting through its Specified Office as agent bank
            for the purpose of determining interest payable in respect of the
            Current Issuer Notes;

       (d)  the Registrar acting through its Specified Office as registrar for
            the Current Issuer Notes; and

       (e)  the Transfer Agent acting through its Specified Office as transfer
            agent for the Current Issuer Notes.

2.2    Obligations of Agents: The obligations of the Agents under this
       Agreement shall be several and not joint.

2.3    Acceptance of appointment by Paying Agents and Agent Bank: Each of the
       Principal Paying Agent, the US Paying Agent and the Agent Bank accepts
       its appointment as agent of the Current Issuer and, for the purpose of
       Clause 11 (Agents to act for Note Trustee) only, the Note Trustee in
       relation to the Current Issuer Notes and agrees to comply with the
       provisions of this Agreement and to perform its duties under the
       Current Issuer Conditions.

2.4    Acceptance of appointment by Registrar and Transfer Agent: Each of the
       Registrar and the Transfer Agent accepts its appointment as agent of
       the Current Issuer and, for the purpose of Clause 11 (Agents to act for
       Note Trustee) only, the Note Trustee in relation to the Current Issuer
       Notes and agrees to comply with the provisions of this Agreement and to
       perform its duties under the Current Issuer Conditions.



                                      2
<PAGE>

3.     The Current Issuer Notes; Authentication

3.1    Global Note Certificates: The US Notes will be initially offered and
       sold pursuant to a Registration Statement filed with the SEC. Each
       class of the US Notes will be issued in fully registered global form
       and be initially represented by a Global Note Certificate and which, in
       aggregate, will represent the aggregate Principal Amount Outstanding of
       the US Notes. The Reg S Notes will be initially offered and sold
       outside the United States to non-US persons pursuant to Reg S. Each
       class of the Reg S Notes will be issued in fully registered global form
       and be initially represented by a Global Note Certificate and which, in
       aggregate, will represent the aggregate Principal Amount Outstanding of
       the Reg S Notes. Each Global Note Certificate shall be substantially in
       the respective forms set out in Schedule 1 (Forms of Global Note
       Certificates) to the Current Issuer Trust Deed. The Global Note
       Certificates shall be executed manually or in facsimile by an
       Authorised Signatory of the Current Issuer and authenticated manually
       by or on behalf of the Registrar on the Closing Date.

3.2    Individual Note Certificates: The Global Note Certificates will be
       exchangeable for Individual Note Certificates in the circumstances
       described therein. If the Current Issuer is required to deliver
       Individual Note Certificates pursuant to the terms of the relevant
       Global Note Certificate and the Current Issuer Trust Deed, each
       Individual Note Certificate shall:

       (a)  be printed or typewritten in accordance with all applicable legal
            and stock exchange requirements;

       (b)  be in substantially the form set out in Schedule 2 (Forms of
            Individual Note Certificates) to the Current Issuer Trust Deed;

       (c)  be in registered form and, in each case, in an Authorised
            Denomination;

       (d)  bear a unique serial number; and

       (e)  be executed manually or in facsimile by an Authorised Signatory of
            the Current Issuer and authenticated manually by or on behalf of
            the Registrar.

3.3    Facsimile signatures on Note Certificates: The Current Issuer may use
       for the purposes of executing any Note Certificate, the facsimile
       signature of any person who at the date of this Agreement was duly
       authorised to sign the same on behalf of the Current Issuer, even if at
       the time of issue of such Note Certificate, such person no longer holds
       (for whatever reason including death) the relevant office and any Note
       Certificate so executed and authenticated will be valid and binding
       obligations of the Current Issuer. No Note Certificate representing a
       Current Issuer Note shall be valid for any purpose until it has been
       authenticated by or on behalf of the Registrar in accordance with this
       Agreement and the Current Issuer Trust Deed.

3.4    Authentication and Deposit of Global Note Certificates: The Current
       Issuer shall, on or prior to the Closing Date, deliver each
       unauthenticated Global Note Certificate to or to the order of the
       Registrar for authentication in accordance with Clause 3.1 (Global Note
       Certificates). The Registrar shall, on or about the Closing Date,
       authenticate each Global Note Certificate in accordance with Clause 3.1
       (Global Note Certificates). The Euro Global Note Certificates and the
       Sterling Global Note



                                      3
<PAGE>

       Certificates shall be registered in the name of Citivic Nominees
       Limited as nominee for, and shall be deposited on or about the Closing
       Date with, the Common Depositary. The Dollar Global Note Certificates
       shall be registered in the name of Cede & Co. as nominee of DTC, and
       shall be deposited on or about the Closing Date with, the DTC
       Custodian. The Current Issuer shall also arrange, on written request,
       for such unauthenticated Global Note Certificates as are required to
       enable the Registrar and Transfer Agent to perform their obligations
       under Clause 6 (Replacement Note Certificates) and Clause 9 (Transfers
       of Current Issuer Notes) to be made available to or to the order of the
       Registrar from time to time. Participants in DTC, Euroclear and
       Clearstream, Luxembourg shall have no rights under this Agreement with
       respect to the Global Note Certificates and DTC, Euroclear,
       Clearstream, Luxembourg or their respective nominees may be treated by
       the Current Issuer or any Agent as the absolute owner of each Global
       Note Certificate for all purposes under this Agreement. Notwithstanding
       the foregoing, nothing in this Agreement shall impair, as between DTC,
       Euroclear and Clearstream, Luxembourg and their respective
       participants, the operation of customary practices governing the
       exercise of the rights of a Holder of any Current Issuer Note.

3.5    Availability of Individual Note Certificates: If the Current Issuer is
       required to deliver Individual Note Certificates pursuant to the terms
       of the Global Note Certificates (or either of them) and the Current
       Issuer Trust Deed, the Current Issuer shall promptly arrange for a
       stock of Individual Note Certificates (both bearing and not bearing the
       Regulation S Legend, and, in either case, unauthenticated and with the
       names of the registered holders left blank but otherwise complete and
       executed on behalf of the Current Issuer) to be made available to or to
       the order of the Registrar by the date falling 30 days after the
       occurrence of the relevant event as set out in Clause 3.2 (Individual
       Note Certificates) of the Current Issuer Trust Deed for authentication
       in accordance with Clause 3.2 (Individual Note Certificates). The
       Current Issuer shall also arrange for such Individual Note Certificates
       as are required to enable the Registrar and the Transfer Agent to
       perform their respective obligations under Clause 5 (Exchanges of
       Global Note Certificates and Delivery of Individual Note Certificates),
       Clause 9 (Transfers of Current Issuer Notes) and Clause 6 (Replacement
       Note Certificates) to be made available to or to the order of the
       Registrar and the Transfer Agent from time to time.

4.     Duties of Agents

4.1    Duties of the Agent Bank: The Agent Bank shall perform such duties at
       its Specified Office as are set forth in this Agreement and in the
       Current Issuer Conditions and such other duties as are reasonably
       incidental thereto at the request of the Current Issuer or the
       Registrar or the Paying Agents (or for the purposes of Clause 11
       (Agents to act for Note Trustee), the Note Trustee) and agrees to
       comply with the provisions of Condition 4 (Interest). In particular and
       save as hereinafter provided, the Agent Bank shall:

       (a)  on each Interest Determination Date determine the Rate of Interest
            for each class of Current Issuer Notes for the relevant Interest
            Period and the Interest Amount in respect of each class of Current
            Issuer Notes on the Interest Payment Date falling at the end of
            such Interest Period in each case in accordance with the Current
            Issuer Conditions;



                                      4
<PAGE>

       (b)  promptly following each such Interest Determination Date or as
            soon as practicable (or, in any event, within 2 days) after
            determining the Rate of Interest applicable to each class of
            Current Issuer Notes for any period in accordance with the Current
            Issuer Conditions, cause the Rate of Interest and the Interest
            Amount in respect of each class of Current Issuer Notes and the
            Interest Payment Date falling at the end of the relevant Interest
            Period to be notified to the Current Issuer, the Note Trustee, the
            Account Bank, the Current Issuer Account Bank, the Registrar, the
            Paying Agents, the Current Issuer Cash Manager and the London
            Stock Exchange (or other stock exchange or, as the case may be,
            listing authority that it may be notified of pursuant to Clause
            4.2 (Listing)), specifying the rates upon which the same are based
            and (where relevant) the names of the banks quoting such rates
            provided that the Agent Bank shall make such determination and
            calculations in relation to each class of Current Issuer Notes as
            provided in Condition 4 (Interest) of the Current Issuer Notes;

       (c)  cause notice of the Rate of Interest and Interest Amounts in
            respect of each class of Current Issuer Notes for each Interest
            Period and the related Interest Payment Date to be notified to the
            London Stock Exchange or any other stock exchange or, as the case
            may be, listing authority that it may be notified of pursuant to
            Clause 4.2 (Listing) and to be published in accordance with the
            Current Issuer Conditions;

       (d)  determine the Rate of Interest in respect of each class of Current
            Issuer Notes in accordance with Condition 4(C) (Rates of Interest)
            and notify the Funding GIC Provider of the Rates of Interest which
            shall apply for the relevant Interest Period;

       (e)  save as expressly provided otherwise carry out all other relevant
            calculations (if any) under the Current Issuer Conditions; and

       (f)  maintain such records of the quotations obtained and all rates
            determined and all calculations made by it and make such records
            available for inspection at all reasonable times by the Current
            Issuer, the Current Issuer Cash Manager, the other Agents and the
            Note Trustee.

4.2    Listing: The Current Issuer Notes, on issue, are expected to be
       admitted to the Official List of the UK Listing Authority and to be
       admitted to trading on the London Stock Exchange. The Current Issuer
       will advise the Agent Bank and the Note Trustee in writing if such
       listing is withdrawn or if the Current Issuer Notes become listed by
       any other listing authority or, as the case may be, admitted to trading
       on any other stock exchange.

4.3    Duties of the Registrar: The Registrar and the Transfer Agent shall
       hold or shall procure the holding in safe custody of any
       unauthenticated Global Note Certificates delivered to it in accordance
       with Clause 3.4 (Authentication, and Deposit of Global Note
       Certificates) and any Individual Note Certificates delivered to it in
       accordance with Clause 3.5 (Availability of Individual Note
       Certificates) and shall ensure that such Global Note Certificates and
       Individual Note Certificates are authenticated and delivered only in
       accordance with the terms of this Agreement, the Current Issuer Trust
       Deed, the Global Note Certificates and the Current Issuer Conditions.



                                      5
<PAGE>

4.4    Authority to authenticate: Each of the Registrar, the Transfer Agent or
       their designated agent is authorised and instructed by the Current
       Issuer to authenticate the Note Certificates as may be required to be
       authenticated hereunder by the signature of any of its officers or any
       other person duly authorised for the purpose by the Registrar or (as
       the case may be) the Transfer Agent.

5.     Exchanges of Global Note Certificates and Delivery of Individual Note
       Certificates

5.1    Exchange of Global Note Certificates for Individual Note Certificates
       and Delivery of Individual Note Certificates: A Global Note Certificate
       may only be exchanged for Individual Note Certificates in the
       circumstances set forth in the Global Note Certificate and set out in
       Clause 3.3 (Individual Note Certificates) of the Current Issuer Trust
       Deed. If any Global Note Certificate becomes exchangeable for
       Individual Note Certificates in accordance with its terms, the
       Registrar shall, subject to its having received any certificates
       required by the terms of the relevant Global Note Certificate, against
       surrender of such Global Note Certificate to it or to its order,
       authenticate and deliver in accordance with this Agreement, the Global
       Note Certificates, the Current Issuer Conditions and the Current Issuer
       Trust Deed, Individual Note Certificates, provided that in no
       circumstances shall the aggregate principal amount of such Individual
       Note Certificates exceed the aggregate principal amount of the relevant
       Global Note Certificate. The Individual Note Certificates so issued in
       exchange for any Global Note Certificate shall be issued in such names
       as the DTC Custodian or the Common Depositary, as the case may be,
       (based on the instructions of DTC, Euroclear and Clearstream,
       Luxembourg) shall instruct the Registrar and the Registrar shall, in
       accordance with this Agreement, the Global Notes, the Current Issuer
       Conditions and the Current Issuer Trust Deed, deliver or cause to be
       delivered to the persons designated in such instructions Individual
       Note Certificates of the relevant class in the appropriate principal
       amounts and the Registrar will enter the names and addresses of such
       persons on the Register. Individual Note Certificates issued in
       exchange for a Reg S Global Note Certificate pursuant to this Clause
       5.1 (Exchange of Global Note Certificates for Individual Note
       Certificates) shall bear the Regulation S Legend and shall be subject
       to all restrictions on transfer contained therein to the same extent as
       the Global Note Certificate so exchanged.

5.2    Exchange of Global Note Certificates: Global Note Certificates may also
       be exchanged or replaced, in whole or in part, as provided in Clause 6
       (Replacement Note Certificates). Every Global Note Certificate
       authenticated and delivered in exchange for, or in lieu of, another
       Global Note Certificate or any portion thereof, pursuant to Clause 6
       (Replacement Note Certificates) hereof, shall be authenticated and
       delivered in the form of, and shall be, a Global Note Certificate. A
       Global Note Certificate may not be exchanged for another Global Note
       Certificate other than as provided in this Clause 5 (Exchanges of
       Global Note Certificates and Delivery of Individual Note Certificates).

6.     Replacement Note Certificates

6.1    Delivery of Replacements: Subject to and in accordance with this Clause
       6 (Replacement Note Certificates) and Condition 13 (Replacement of
       Notes) and receipt of replacement Global Note Certificates and/or
       Individual Note Certificates (as the



                                      6
<PAGE>

       case may be), the Registrar or the Transfer Agent, as the case may be
       shall, upon and in accordance with the instructions of the Current
       Issuer (which instructions may, without limitation, include such terms
       as to the payment of expenses and as to evidence, security and
       indemnity as the Current Issuer, the Transfer Agent and the Registrar
       may reasonably require and otherwise as required by Condition 13
       (Replacement of Notes), as necessary), complete, authenticate and
       deliver, or procure the authentication and delivery on their behalf of,
       a Global Note Certificate or, as the case may be, an Individual Note
       Certificate, as a replacement for (and being a Current Issuer Note in
       the same form as) the relevant Global Note Certificate or, as the case
       may be, Individual Note Certificate which the Current Issuer has
       determined to issue as a replacement for any Global Note Certificate or
       Individual Note Certificate which has been mutilated or defaced or
       which is alleged to have been destroyed, stolen or lost and the
       Registrar shall, in addition, as promptly as is practicable, enter such
       details on the Register; provided, however, that neither the Registrar
       nor the Transfer Agent shall deliver any Global Note Certificate or
       Individual Note Certificate as a replacement for any Global Note
       Certificate or Individual Note Certificate which has been mutilated or
       defaced otherwise than against surrender of the same and shall not
       issue any replacement Global Note Certificate or Individual Note
       Certificate until the applicant has furnished the Current Issuer,
       Registrar or Transfer Agent, as the case may be, with such evidence and
       indemnity as the Current Issuer and the Transfer Agent or the Registrar
       (as the case may be) may reasonably require and has paid such costs and
       expenses as may be incurred in connection with such replacement.

6.2    Replacements to be numbered: Each replacement Global Note Certificate
       or Individual Note Certificate delivered hereunder shall bear a unique
       serial number.

6.3    Cancellation and destruction: Each of the Registrar and the Transfer
       Agent, as the case may be, shall cancel and destroy each mutilated or
       defaced Note Certificate surrendered to it in respect of which a
       replacement has been delivered and the Registrar shall, in addition, as
       promptly as is practicable, enter such details on the Register.

6.4    Notification: The Registrar or the Transfer Agent, as the case may be,
       shall notify the Current Issuer, the other Agents and the Note Trustee
       of the delivery by it in accordance herewith of any replacement Note
       Certificate, specifying the serial number thereof and the serial number
       (if any and if known) of the Note Certificate which it replaces and
       confirm (if such is the case) that the Note Certificate which it
       replaces has been cancelled or destroyed.

7.     Payments to the Paying Agents

7.1    Current Issuer to pay the Paying Agents: In order to provide for the
       payment of interest and principal in respect of the Current Issuer
       Notes as the same becomes due and payable in accordance with the
       Current Issuer Conditions and the Current Issuer Trust Deed, the
       Current Issuer shall pay to the Paying Agents or otherwise cause the
       Paying Agents to receive on or before the date on which such payment
       becomes due, an amount which is equal to the amount of principal and
       interest then falling due in respect of the Current Issuer Notes on
       such Payment Date or Interest Payment Date.

7.2    Manner and Time of Payment: The Current Issuer shall, not later than
       10.00 a.m. (London time) or, in the case of any payment in dollars,
       10.00 a.m. (New York time)



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<PAGE>

       on each Payment Date or Interest Payment Date, as applicable, or other
       date on which any payment of principal and interest in respect of the
       Current Issuer Notes becomes due, unconditionally pay or cause to be
       unconditionally paid to the Paying Agents by credit transfer such
       amounts in sterling, euro or dollars, as the case may be, in
       immediately available funds or, as the case may be, same day
       freely-transferable funds as may be required for the purpose of paying
       interest and (to the extent applicable) principal under the Current
       Issuer Notes (after taking account of any cash then held by the Paying
       Agents and available for the purpose), such amounts to be paid to the
       credit of such accounts of the Paying Agents with such banks (in the
       case of sterling and euro payments, in London and in the case of dollar
       payments, New York) as shall be notified to the Current Issuer, the
       Current Issuer Cash Manager and to the Note Trustee by the Paying
       Agents in writing not less than two weeks before the first payment is
       due to be made to the Noteholders. Each Paying Agent shall notify the
       Current Issuer, the Current Issuer Cash Manager and/or the Note Trustee
       in writing, 15 Business Days prior to any change of those accounts, or
       any of them.

7.3    Notification of Payment by Current Issuer: The Current Issuer shall
       procure that each bank or other person effecting payment for it in
       accordance with Clause 7.2 (Manner and Time of Payment) shall by not
       later than 2.00 p.m. (Local time) on the second Business Day before the
       due date of each payment under Clause 7.2 (Manner and Time of Payment)
       confirm by tested telex, facsimile or authenticated SWIFT message to
       the Paying Agents that it has issued irrevocable payment instructions
       for the transfer of the relevant sum due to the relevant account of the
       Paying Agents.

7.4    Confirmation of Amounts Payable in respect of the Current Issuer Notes:
       The Current Issuer shall by not later than 2.00 p.m. (Local time) on
       the second Business Day before each Payment Date or Interest Payment
       Date, as applicable, or other date on which any payment is due under
       Clause 7.2 (Manner and Time of Payment), notify, or procure the
       notification by the Current Issuer Cash Manager or other person on
       behalf of the Current Issuer to, the Paying Agents, the Note Trustee
       and the Registrar of the amount of interest and/or principal (as the
       case may be) payable to Noteholders in accordance with the Current
       Issuer Conditions in respect of each class of the Current Issuer Notes
       on the Payment Date or Interest Payment Date, as applicable, or other
       date in question and the apportionment of such amount as between
       principal and interest. All such amounts shall be payable subject to
       and in accordance with the Current Issuer Priority of Payments.

7.5    Exclusion of Liens and Interest: Save as expressly provided otherwise
       in this Agreement, the Paying Agents shall be entitled to deal with
       each amount paid to them under this Clause 7 (Payments to the Paying
       Agents) in the same manner as other amounts paid to them as bankers by
       their customers; provided, however, that:

       (a)  they shall not exercise against the Current Issuer any lien, right
            of set-off or similar claim in respect thereof;

       (b)  they shall not be liable to any person for interest thereon; and

       (c)  funds received by the Paying Agents for the payment of any sums
            due in respect of any Current Issuer Notes shall be segregated
            only to the extent required by law.



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<PAGE>

7.6    Application by Paying Agents: The Paying Agents shall apply (or direct
       or cause the application of) each amount paid to them under this Clause
       7 (Payments to the Paying Agents) in accordance with Clause 8 (Payments
       to Noteholders) and shall not be obliged to repay any such amount other
       than as provided herein or unless the claim for the relevant payment
       becomes void under the Current Issuer Conditions in which event they
       shall repay to the Current Issuer such portion of such amount as
       relates to such payment, by paying the same by credit transfer in
       sterling, euro or dollars, as the case may be, to such account with
       such bank as the Current Issuer has by notice to the Paying Agents
       specified for the purpose.

7.7    Notification if Funds Not Received on Payment Date or Interest Payment
       Date: Each Paying Agent shall forthwith notify the Current Issuer, the
       Current Issuer Cash Manager, the Note Trustee and the other Agents if
       it has not, by the due date of payment to it specified in Clause 7.2
       (Manner and Time of Payment), received unconditionally the full amount
       required for any payment.

8.     Payments to Noteholders

8.1    Payments in respect of Current Issuer Notes: Each Paying Agent acting
       through its Specified Office shall make payments of interest and
       principal in respect of the Current Issuer Notes in accordance with the
       Current Issuer Conditions and so long as the Current Issuer Notes are
       evidenced by Global Note Certificates, the terms thereof, provided
       however, that:

       (a)  no Paying Agent will make any payment of interest or principal in
            respect of any class of the Current Issuer Notes in an amount
            which is greater than the amount of interest or principal payable
            in accordance with the Current Issuer Conditions in respect of
            such class of Current Issuer Notes and notified to the Paying
            Agents in accordance with Clause 7.4 (Confirmation of Amounts
            Payable in respect of the Current Issuer Notes);

       (b)  whilst the Current Issuer Notes of any class continue to be
            represented by Global Note Certificates, all payments of principal
            or interest (as the case may be) due in respect of such Current
            Issuer Notes will be payable to, or to the order of, DTC or its
            nominee or Euroclear, Clearstream Luxembourg or their nominee;

       (c)  if any Note Certificate is presented or surrendered for payment to
            any Paying Agent and such Paying Agent has delivered a replacement
            therefor or has been notified that the same has been replaced,
            such Paying Agent shall as soon as is reasonably practicable
            notify the Current Issuer in writing of such presentation or
            surrender and shall not make payment against the same until it is
            so instructed by the Current Issuer and has received the amount to
            be so paid;

       (d)  each Paying Agent shall cancel each Note Certificate against
            presentation and surrender of which it has made full payment and
            shall deliver each such Note Certificate so cancelled by it to the
            Registrar;

       (e)  all payments in respect of the Current Issuer Notes will be
            distributed without deduction or withholding for any taxes,
            duties, assessments or other governmental charges of whatever
            nature except as and then only to the extent



                                      9
<PAGE>

            required by applicable law, in which case each Paying Agent shall
            be entitled to make such deduction or withholding from any payment
            which it makes hereunder. If any such deduction or withholding is
            required to be made, then neither the Current Issuer nor any other
            person will be obliged to pay any additional amounts in respect
            thereof; and

       (f)  a Paying Agent shall not be obliged (but shall be entitled) to
            make payments of principal or interest if it has not received the
            full amount of any payment due to it under Clause 7 (Payments to
            the Paying Agents).

8.2    Registrar Notification: The Registrar will notify the Paying Agents,
       not later than five days after each Record Date, of the names of all
       Noteholders appearing in the Register on the Record Date and the
       addresses of such Noteholders to which cheques should be posted and
       whether any Noteholder has elected to receive payments by transfer to a
       bank account and, if so, the relevant details of such bank account and
       the Registrar and the Paying Agents shall make or shall procure that
       payments of interest and principal in respect of the Current Issuer
       Notes will be made in accordance with Condition 6 (Payments) either by
       cheque posted to the address of the Noteholder appearing in the
       Register on the Record Date or, if the Noteholder has so elected in
       accordance with the Current Issuer Conditions, by transfer to the
       relevant dollar, euro or sterling account, as the case may be; provided
       that no payment in respect of any Current Issuer Notes will be made on
       the final date for redemption or payment, or such earlier date as the
       relevant Current Issuer Notes may become repayable or payable, in whole
       unless the Registrar or the Transfer Agent confirms to the Paying
       Agents that the relevant Note Certificate has been surrendered to it.

8.3    Partial Payments: If at any time and for any reason a Paying Agent
       makes a partial payment in respect of any Global Note Certificate or
       any Individual Note Certificate presented for payment to it, such
       Paying Agent shall endorse thereon a statement indicating the amount
       and the date of such payment. In addition, if, on any due date for
       payment, less than the full amount of any principal or interest is paid
       in respect of the Current Issuer Notes, the Registrar will note on the
       Register a memorandum of the amount and date of any payment then made
       and, if a Global Note Certificate or Individual Note Certificate is
       presented for payment in accordance with the Conditions and no payment
       is then made, the date of presentation of such Global Note Certificate
       or Individual Note Certificate.

8.4    Appropriation by Paying Agent: If any Paying Agent makes any payment in
       accordance with Clause 8.1 (Payments in respect of Current Issuer
       Notes), it shall be entitled to appropriate for its own account out of
       the funds received by it under Clause 7.1 (Current Issuer to pay the
       Paying Agents) an amount equal to the amount so paid by it.

8.5    Reimbursement by Current Issuer: If any Paying Agent makes a payment in
       respect of the Current Issuer Notes at any time at which the relevant
       Paying Agent has not received the full amount of the relevant payment
       due to it under Clause 7.1 (Current Issuer to pay the Paying Agents)
       and that Paying Agent is not able out of the funds received by it under
       Clause 7.1 (Current Issuer to pay the Paying Agents) to reimburse such
       Paying Agent therefor by appropriation under Clause 8.4 (Appropriation
       by Paying Agent), the Current Issuer shall from time to time on written
       demand pay to that Paying Agent for account of such Paying Agent:



                                      10
<PAGE>

       (a)  the amount so paid out by such Paying Agent and not so reimbursed
            to it; and

       (b)  interest on such amount from the date on which such Paying Agent
            made such payment until the date of reimbursement of such amount,

       provided, however, that any payment under paragraph (a) above shall
       satisfy pro tanto the Current Issuer's obligations under Clause 7.1
       (Current Issuer to pay the Paying Agents) and provided, further, that
       interest shall accrue for the purpose of paragraph (b) (as well after as
       before judgment) on the basis of a year of 365 days and the actual
       number of days elapsed and at a rate per annum specified by the Paying
       Agents as reflecting its cost of funds for the time being in relation to
       the unpaid amount.

9.     Transfers of Current Issuer Notes

9.1    Authentication and Delivery of Individual Note Certificates: The
       Registrar shall authenticate and deliver, or cause the Transfer Agent
       or other designated agent to authenticate and deliver, any Individual
       Note Certificate issued upon a transfer in accordance with this
       Agreement and the Current Issuer Conditions.

9.2    Maintenance of Register: The Registrar shall maintain the Register at
       its Specified Office or at such other place as the Note Trustee may
       approve in writing, in accordance with the Current Issuer Conditions.
       The Register shall show the aggregate Principal Amount Outstanding of
       each Current Issuer Note, the serial numbers thereof and the respective
       dates of issue of the related Note Certificate(s) and all subsequent
       transfers, cancellations and replacements thereof and the names and
       addresses of the initial holders thereof and the dates of all transfers
       and changes of ownership thereto and the names and addresses of all
       subsequent holders of such Note Certificates. The Registrar shall make
       the Register available to the Current Issuer, the Current Issuer Cash
       Manager, the Note Trustee, the other Agents or any person authorised by
       any of them at all reasonable times during its office hours for their
       inspection and for the taking of copies thereof or extracts therefrom
       and the Registrar shall deliver to such persons all such lists of
       Noteholders, their addresses and holdings as they may request.

9.3    Registration of transfers in the Register: The Registrar shall make
       available forms of transfer and receive requests for the transfer of
       Current Issuer Notes and shall make the necessary entries in the
       Register to record all transfers in each case subject to and in
       accordance with the Current Issuer Notes, the Current Issuer
       Conditions, the Regulations and the Current Issuer Trust Deed. In
       particular the Registrar shall, subject to and in accordance with the
       Current Issuer Conditions and the Regulations, within such period of
       time as is set out in the Current Issuer Conditions after the receipt
       by it of (or the receipt by it of notification from the Transfer Agent
       of delivery to it of) the relevant Note Certificates duly endorsed for
       transfer, authenticate and issue the duly dated and completed new Note
       Certificate(s) and deliver the new Note Certificate(s) in the name of
       the transferee at its Specified Office or (at the risk of the
       transferee) send the new Note Certificate(s) by mail to such address as
       may be specified in the form of transfer and make all necessary entries
       on the Register to record such transfer.

9.4    Closed Period: No transfer shall be registered for a period of 15 days
       immediately preceding any due date for payment of principal or interest
       in respect of the Current



                                      11
<PAGE>

       Issuer Notes or, as the case may be, the due date for redemption, or as
       the case may be, payment of any of the relevant Current Issuer Notes.

9.5    Transfer Agent to receive requests for transfers of Current Issuer
       Notes: The Transfer Agent shall receive requests for the transfer of
       Current Issuer Notes in accordance with the Current Issuer Conditions
       and the Regulations and assist, if required, in the issue of new Note
       Certificates to give effect to such transfers and, in particular, upon
       any such request being duly made, shall promptly notify the Registrar
       of:

       (a)  the aggregate principal amount of the Current Issuer Notes to be
            transferred;

       (b)  the name(s) and addressees to be entered on the Register of the
            holder(s) of the new Note Certificate(s) to be issued in order to
            give effect to such transfer; and

       (c)  the place and manner of delivery of the new Note Certificate(s) to
            be delivered in respect of such transfer,

       and shall forward the Note Certificate(s) relating to the Current
       Issuer Note(s) to be transferred (with the relevant form(s) of transfer
       duly completed) to the Registrar with such notification. The Transfer
       Agent shall maintain in safe custody all Note Certificates delivered to
       and held by it hereunder and shall ensure that Current Issuer Notes are
       transferred only in accordance with the Current Issuer Conditions, the
       Regulations, this Agreement and the Current Issuer Trust Deed.

9.6    Regulations: In the event that Individual Note Certificates with
       respect to the Current Issuer Notes are required to be issued, the
       Registrar shall (after consultation with the Current Issuer, the Paying
       Agents, the Transfer Agent and the Note Trustee) promulgate reasonable
       regulations concerning the carrying out of their respective duties (the
       "Regulations"), including the carrying out of transfers and exchanges
       of Current Issuer Notes and the forms and evidence to be proved. All
       such transfers and exchanges will be made subject to the Regulations.
       The initial Regulations are set out in Schedule 2 (Regulations
       concerning the Transfer, Exchange and Registration of the Current
       Issuer Notes) hereto. The Regulations may be changed by the Current
       Issuer with the prior written approval of the Registrar and the Note
       Trustee, which approval shall not be unreasonably withheld or delayed.
       A copy of the current Regulations will be sent by the Registrar to any
       holder of a Current Issuer Note who so requests.

10.    Miscellaneous Duties of the Agents

10.1   Maintenance of Records: Each of the Agents shall maintain records of
       all documents received by it in connection with its duties hereunder
       and shall make such records available for inspection at all reasonable
       times by the Current Issuer, the Current Issuer Cash Manager, the Note
       Trustee and the other Agents and, in particular, the Registrar shall:

       (a)  maintain a full and complete record of all Note Certificates
            delivered hereunder and of their exchange, redemption, payment,
            partial payment, cancellation, mutilation, defacement, alleged
            destruction, theft, loss or, as the case may be, replacement
            (including all replacement Note Certificates issued



                                      12
<PAGE>

            in substitution for any lost, stolen, mutilated, defaced or
            destroyed Note Certificates);

       (b)  make such records available for inspection at all reasonable times
            by the Current Issuer, the Current Issuer Cash Manager, the Note
            Trustee and the other Agents; and

       (c)  make copies of this Agreement, the Current Issuer Trust Deed, the
            Current Issuer Deed of Charge, the Master Definitions Schedule and
            the Current Issuer Master Definitions Schedule available for
            inspection at its Specified Office at all reasonable times.

10.2   Cancellation: The Transfer Agent, the Paying Agents or the Registrar
       (as the case may be) shall:

       (a)  procure that all Note Certificates surrendered or delivered to it
            as (i) redeemed in full, (ii) mutilated or defaced, surrendered
            and replaced pursuant to the Current Issuer Conditions, or (iii)
            exchanged, shall forthwith be cancelled on behalf of the Current
            Issuer;

       (b)  shall keep a record of the aggregate principal amount of the
            Current Issuer Notes, and the serial numbers of the Note
            Certificates, which are so cancelled by it; and

       (c)  shall notify the other party or parties (i.e. the Paying Agents,
            the Transfer Agent or the Registrar (as the case may be)) of all
            action taken pursuant to Clause 10.2(a) and 10.2(b).

10.3   Information from Agents: The Agents shall make available to the other
       Agents such information as is reasonably required for the maintenance
       of the records referred to in Clause 10.1 (Maintenance of Records).

10.4   Certifications: Each Paying Agent shall promptly copy to the Current
       Issuer, any other Paying Agent and the Note Trustee any certifications
       received by it in accordance with or otherwise in relation to the
       Current Issuer Notes.

10.5   Forwarding of Communications: Each Agent shall promptly forward to the
       Current Issuer and the Note Trustee a copy of any notice or
       communication addressed to the Current Issuer or the Note Trustee by
       any Noteholder and which is received by such Agent.

10.6   Safe Custody of Note Certificates: Each of the Registrar and the
       Transfer Agent shall maintain in safe custody all Note Certificates
       delivered to it and held by it hereunder.

10.7   Publication and Delivery of Notices: The Registrar shall, upon and in
       accordance with the instructions of the Current Issuer and the Note
       Trustee received at least 10 days before the proposed publication date,
       arrange for the publication and delivery in accordance with the Current
       Issuer Conditions of any notice which is to be given to the Noteholders
       and shall promptly supply two copies thereof to the Note Trustee, the
       other Agents, the London Stock Exchange or other stock exchange on
       which the Current Issuer Notes are then listed, (if any) and any
       Clearing System.



                                      13
<PAGE>

10.8   Destruction: The Registrar may destroy each Note Certificate which has
       been cancelled and delivered to it in accordance with the terms of this
       Agreement, in which case it shall promptly furnish the Current Issuer
       and the Note Trustee, on request, a certificate as to such destruction,
       specifying the reason for such destruction and the serial numbers of
       the relevant Note Certificate.

10.9   Forms of Proxy and Block Voting Instructions: In the event of a Meeting
       (as defined in Schedule 4 (Provisions for Meetings of Noteholders) to
       the Current Issuer Trust Deed) of the Noteholders, the Registrar shall,
       at the request of any Noteholder in accordance with the Current Issuer
       Trust Deed, make available uncompleted and unexecuted Forms of Proxy
       and issue Block Voting Instructions in a form and manner which comply
       with the provisions of the Schedule 4 (Provisions for Meetings of
       Noteholders) to the Current Issuer Trust Deed (except that it shall not
       be required to issue the same less than forty-eight hours before the
       time for which the Meeting or the poll to which the same relates has
       been convened or called). The Registrar shall keep a full record of
       completed and executed Forms of Proxy and Block Voting Instructions
       issued or received by it and will give to the Current Issuer and the
       Note Trustee not less than twenty-four hours before the time appointed
       for any Meeting or adjourned Meeting, full particulars of duly
       completed Forms of Proxy received by it and of all Block Voting
       Instructions issued by it in respect of such Meeting or adjourned
       Meeting.

10.10  Additional Duties of the Registrar: If Individual Note Certificates are
       required to be delivered pursuant to the terms of any Global Note
       Certificate and the Current Issuer Trust Deed, the Registrar shall:

       (a)  five Business Days prior to each Payment Date notify the Current
            Issuer, the Current Issuer Cash Manager and the other Agents of
            the aggregate Principal Amount Outstanding of the relevant Current
            Issuer Notes;

       (b)  receive any document relating to or affecting the title to any
            Individual Note Certificates including all forms of transfer,
            forms of exchange, probates, letters of administration and powers
            of attorney and maintain proper records of the details of all
            documents received;

       (c)  prepare all such lists of the holders of the Individual Note
            Certificates as may be required by the Current Issuer, the Current
            Issuer Cash Manager, the Paying Agents or the Note Trustee or any
            person authorised by any of them;

       (d)  comply with the proper and reasonable requests of the Current
            Issuer with respect to the maintenance of the Register and provide
            the Paying Agents with such information relating to the Individual
            Note Certificates as they may reasonably require for the proper
            performance of their duties; and

       (e)  carry out such other acts as may reasonably be necessary to give
            effect to the Current Issuer Conditions, this Agreement and the
            Regulations. In carrying out its functions the Registrar shall act
            in accordance with the terms of this Agreement, the Regulations,
            the Current Issuer Conditions and the Current Issuer Trust Deed.



                                      14
<PAGE>

       No transfer from a holder of an Individual Note Certificate shall be
       registered for a period of 15 days immediately preceding an Interest
       Payment Date or Payment Date.

10.11  Additional Duties of the Transfer Agent: Subject as provided in and in
       accordance with the Current Issuer Conditions, the Regulations and this
       Agreement or if otherwise requested by the Current Issuer, the Transfer
       Agent shall:

       (a)  on behalf of the Registrar, authenticate Note Certificates in
            accordance with this Agreement upon any transfer of interests in a
            Global Note Certificate, Individual Note Certificate or otherwise
            upon any transfer of any Current Issuer Notes;

       (b)  on behalf of the Registrar, make available forms of transfer,
            Forms of Proxy and any certificates as to beneficial ownership in
            respect of the Current Issuer Notes, receive requests for the
            transfer of Note Certificates, forms of transfer, Forms of Proxy,
            certificates and other evidence, inform the Registrar of the name
            and address of the holder of each such Note Certificate, the
            serial numbers of any Note Certificates, the name and address of
            the relevant person to be inserted in the Register, forward each
            such document to the Registrar and, upon being informed by the
            Registrar that the appropriate entries have been made in the
            Register and all formalities complied with, forthwith upon request
            by the Registrar issue new Note Certificates on behalf of the
            Registrar representing the relevant new Note Certificates to be
            transferred;

       (c)  keep the Registrar informed of all transfers and exchanges and
            give to the Paying Agents and the Registrar such further
            information with regard to its activities hereunder as may
            reasonably be required by them for the proper carrying out of
            their respective duties; and

       (d)  carry out such other acts as may be necessary to give effect to
            the Current Issuer Conditions, this Agreement and the Regulations.

11.    Agents to act for Note Trustee

11.1   Actions of Agents after Notice by Note Trustee of a Note Event of
       Default: At any time after a Note Event of Default in respect of the
       Current Issuer Notes or any of them shall have occurred (which shall
       not have been waived by the Note Trustee or remedied to its
       satisfaction), the Paying Agents, the Agent Bank, the Transfer Agent
       and the Registrar shall, if so required by notice in writing given by
       the Note Trustee to the Current Issuer and the Agents (or such of them
       as are specified in such notice):

       (a)  act thereafter, and until otherwise instructed by the Note
            Trustee, as the Agents of the Note Trustee on the terms mutatis
            mutandis provided herein (with consequential amendments as
            necessary and save that the Note Trustee's liability under any
            provision herein contained for the remuneration indemnification
            and payment of out-of pocket expenses of such Agents shall be
            limited to the amount for the time being held by the Note Trustee
            on the trusts of the Current Issuer Trust Deed which is available
            to be applied by the Note Trustee for such purpose) and thereafter
            hold all Note Certificates and all sums, documents and records
            held by them in their respective capacities in respect of the
            Current Issuer Notes on behalf of the Note Trustee; and/or



                                      15
<PAGE>

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

11.2   Withdrawal of Notice: The Note Trustee may, at any time if a Note Event
       of Default is remedied to the reasonable satisfaction of the Note
       Trustee during any applicable grace period, by notice in writing to the
       Current Issuer and the relevant Agents, withdraw any notice given by
       the Note Trustee pursuant to Clause 11.1 (Actions of Agents after
       Notice by Note Trustee of a Note Event of Default) whereupon such
       Agents shall act as agents of the Current Issuer in accordance with the
       terms hereof. The withdrawal of any notice given by the Note Trustee
       pursuant to Clause 11.1 (Actions of Agents after Notice by Note Trustee
       of a Note Event of Default) shall not preclude the Note Trustee from
       issuing any other or further notices pursuant to that Clause on any
       subsequent occasion and at any time after the occurrence of a Note
       Event of Default, no notice given by the Note Trustee pursuant to
       Clause 11.1 (Actions of Agents after Notice by Note Trustee of a Note
       Event of Default) shall be withdrawn except at the absolute discretion
       of the Note Trustee.

12.    Fees and Expenses

12.1   Fees: The Current Issuer shall pay to each Agent, during the period
       when any of the Current Issuer Notes remains outstanding, such fees as
       have been agreed in writing between the Current Issuer and each Agent
       in respect of the respective services of each Agent hereunder (together
       with any amounts in respect of value added tax (against production of a
       valid tax invoice)). If any agent shall cease to be an Agent hereunder,
       it shall repay to the Current Issuer, the unearned portion, calculated
       on a pro rata basis of the said fees.

12.2   Front-end Expenses: The Current Issuer shall after receipt of an
       account of such expenses reimburse each Agent for all reasonable
       out-of-pocket expenses incurred by it in the negotiation, preparation
       and execution of this Agreement and for all reasonable expenses
       (including, without limitation, reasonable legal fees and any
       communication, courier, postage and other out-of-pocket expenses)
       properly incurred in connection with its services hereunder (together
       with any amounts in respect of value added tax (against production of a
       valid tax invoice)) provided that such expenses shall not have been
       incurred as a result of the Agent's negligence, wilful misconduct or
       bad faith, other than such costs and expenses as are separately agreed
       to be reimbursed out of the fees payable under Clause 12.1 (Fees).

12.3   Taxes and Expenses Occasioned by Default: The Current Issuer shall pay
       all stamp, registration and other similar taxes, duties and
       governmental levies of whatsoever nature (including any interest and
       penalties thereon or in connection therewith) which are payable upon or
       in connection with the execution and delivery of this Agreement.

12.4   Payment: All amounts to be paid by the Current Issuer to any Agent
       under this Clause 12 (Fees and Expenses) shall only be payable in
       accordance with and subject to the Current Issuer Priority of Payments
       which is applicable to the Current Issuer at the time of payment.



                                      16
<PAGE>

13.    Terms of Appointment

13.1   Rights and Powers of the Paying Agents:

       (a)  The Paying Agents shall (except as ordered by a court of competent
            jurisdiction or as required by law) in connection with their
            services hereunder (whether or not the relevant Current Issuer
            Note shall be overdue and notwithstanding any notice to the
            contrary or writing shown thereon or any notice of previous loss
            or theft or of trust or other interest therein (other than a duly
            executed form of transfer)) be entitled to treat the registered
            holder of any Current Issuer Note as the absolute owner of such
            Current Issuer Note for all purposes and (save as expressly
            provided hereunder) make payments thereon.

       (b)  Each Agent may in connection with its services hereunder:

            (i)    rely upon the terms of any notice, communication or other
                   document reasonably believed by it to be genuine;

            (ii)   engage and pay for the advice or services of any lawyers or
                   other experts (being an appointee who shall have been
                   previously approved in writing by the Note Trustee) whose
                   advice or services it considers necessary and rely upon any
                   written advice so obtained (and such Agent shall be
                   protected and shall incur no liability as against the
                   Current Issuer in respect of any action taken, or suffered
                   to be taken in good faith, in accordance with such advice
                   except to the extent that such liability arises out of any
                   breach of contract, bad faith, misconduct or negligence on
                   the part of such Agent);

            (iii)  assume that the terms of each Global Note Certificate and
                   Individual Note Certificate as issued are correct;

            (iv)   refer any question relating to the ownership of any Note
                   Certificate, or the adequacy or sufficiency of any evidence
                   supplied in connection with the replacement, transfer or
                   exchange of any Note Certificate to the Current Issuer for
                   determination by the Current Issuer and in good faith
                   conclusively rely upon any determination so made; and

            (v)    whenever in the administration of this Agreement it shall
                   deem it desirable that a matter be proved or established
                   prior to taking, suffering or omitting any action
                   hereunder, in the absence of bad faith or negligence or
                   wilful misconduct on its part, accept a certificate signed
                   by any person duly authorised on behalf of the Current
                   Issuer as to any fact or matter prima facie within the
                   knowledge of the Current Issuer as sufficient evidence
                   thereof.

13.2   Provision of Specimen Signatures: The Current Issuer will supply the
       Paying Agents, the Transfer Agent and the Registrar with the names and
       specimen signatures of its Authorised Signatories.

13.3   Extent of Duties: Each Agent shall only be obliged to perform the
       duties set out herein and such other duties as are necessarily
       incidental thereto. No Agent shall (i)



                                      17
<PAGE>

       be under any fiduciary duty towards or have any relationship of agency
       or trust for or with any person other than the Current Issuer and (to
       the extent expressly provided herein only) the Note Trustee (ii) be
       responsible for or liable in respect of the authorisation, validity or
       legality or enforceability of any Current Issuer Note or any Note
       Certificate (other than in respect of the authentication of Note
       Certificates by it in accordance with this Agreement) or any act or
       omission of any other person including, without limitation, any other
       Agent (except to the extent that such liability arises out of any
       breach of contract, bad faith, misconduct or negligence on the part of
       any such Agent), (iii) be under any obligation towards any person other
       than the Current Issuer, the other Agents and the Note Trustee or (iv)
       assume any relationship of agency or trust for or with any Noteholder
       except that funds received by the Paying Agents for the payment of any
       sums due in respect of any Current Issuer Notes shall be held by them
       on trust for the relevant Noteholders to the extent required by the
       Trust Indenture Act until the expiration of the relevant prescription
       period under the Current Issuer Trust Deed.

13.4   Freedom to Transact: Each Agent may purchase, hold and dispose of
       beneficial interests in a Current Issuer Note and may enter into any
       transaction (including, without limitation, any depository, trust or
       agency transaction) with the Current Issuer or any holders or owners of
       any Current Issuer Notes or with any other party hereto in the same
       manner as if it had not been appointed as the agent of the Current
       Issuer or the Note Trustee in relation to the Current Issuer Notes.

13.5   Indemnity in favour of the Agents: The Current Issuer agrees to
       indemnify each Agent for, and to hold such Agent harmless against, any
       loss, liability or expense incurred by it arising out of, or in
       connection with, its acting as agent of the Current Issuer or the Note
       Trustee in relation to the Current Issuer Notes provided that such
       loss, liability and/or expense has not arisen as a result of its own
       fraud, negligence, wilful misconduct or breach of contract. No
       termination of this Agreement shall affect the obligations created by
       this Clause 13.5 (Indemnity in favour of the Agents).

13.6   Indemnity in favour of the Current Issuer: Each Agent shall severally
       indemnify the Current Issuer and, for the purposes of Clause 11 (Agents
       to act for Note Trustee), the Note Trustee, against any loss,
       liability, reasonable costs and expenses including any claim, action or
       demand which the Current Issuer or Note Trustee may incur or which may
       be made against it as a result of the breach by such Agent of the terms
       of this Agreement or its negligence, breach of contract, bad faith or
       wilful misconduct or that of its officers or employees including any
       failure to obtain and maintain in existence any consent, authorisation,
       permission or licence required by it for the assumption, exercise and
       performance of its powers and duties hereunder. No termination of this
       Agreement shall affect the obligations created by this Clause 13.6
       (Indemnity in favour of the Current Issuer).

14.    No Liability for Consequential Loss

       No Paying Agent shall in any event be liable to the Current Issuer or
       to any other party to the Current Issuer Transaction Documents for any
       special, indirect, punitive or consequential loss or damage of any kind
       whatsoever (including but not limited to lost profits), whether or not
       foreseeable and in each case however caused or arising.



                                      18
<PAGE>

15.    Termination of Appointment

15.1   Resignation: Subject to Clause 15.8 (Limitations on Resignation and
       Revocation), each Paying Agent in respect of any or all classes of
       Current Issuer Notes or the Agent Bank, the Registrar or the Transfer
       Agent may resign its appointment upon not less than 60 days' written
       notice to the Current Issuer, the Current Issuer Cash Manager and the
       Note Trustee to that effect, provided, however, that

       (a)  if such resignation would otherwise take effect less than 30 days
            before or after the maturity date or other date for redemption of
            the Current Issuer Notes or any Interest Payment Date or Payment
            Date in relation to the Current Issuer Notes, it shall not take
            effect until the thirtieth day following such date; and

       (b)  in the case of the Registrar, the only remaining Paying Agent with
            its Specified Office in the United Kingdom, the Agent Bank or the
            only remaining Paying Agent with its Specified Office outside the
            United Kingdom, such resignation shall not take effect until a
            successor has been duly appointed in accordance with Clause 15.4
            (Additional and Successor Agents) and notice of such appointment
            has been given to the Noteholders.

15.2   Revocation: Subject to Clause 15.7 (Maintenance of a Paying Agent in
       the European Union) and Clause 15.8 (Limitations on Resignation and
       Revocation), the Current Issuer may at any time with the prior written
       consent of the Note Trustee revoke its appointment of any Agent as its
       agent in relation to the Current Issuer Notes by not less than 60 days'
       written notice to the Note Trustee and such Agent whose appointment is
       to be revoked, which notice shall expire not less than 30 days before
       an Interest Payment Date or Payment Date, provided, however, that in
       the case of the Registrar, the Principal Paying Agent, the Agent Bank
       or the only remaining Paying Agent with its Specified Office outside
       the United Kingdom, such resignation shall not take effect until a
       successor has been duly appointed consistently with Clause 15.4
       (Additional and Successor Agents) and notice of such appointment has
       been given to the Noteholders.

15.3   Automatic Termination: The appointment of any Agent shall terminate
       forthwith if at any time:

       (a)  such Agent becomes incapable of acting;

       (b)  a secured party takes possession, or a receiver, manager or other
            similar officer is appointed, of the whole or any part of the
            undertaking, assets and revenues of such Agent;

       (c)  such Agent admits in writing its insolvency or inability to pay
            its debts as they fall due or suspends payments of its debts;

       (d)  an administrator or liquidator of such Agent or the whole or any
            part of the undertaking, assets and revenues of such Agent is
            appointed (or application for any such appointment is made);

       (e)  such Agent takes any action for a readjustment or deferment of any
            of its obligations or makes a general assignment or an arrangement
            or composition



                                      19
<PAGE>

            with or for the benefit of its creditors or declares a moratorium
            in respect of any of its indebtedness;

       (f)  an order is made or an effective resolution is passed for the
            winding up of such Agent; or

       (g)  any event occurs which has an analogous effect to any of the
            foregoing in relation to such Agent.

           On the occurrence of any of the above, the relevant Agent shall
           forthwith notify the Current Issuer, the Current Issuer Cash
           Manager, the Note Trustee and the Paying Agents. If the appointment
           of the Registrar or the only remaining Principal Agent with a
           Specified Office in the United Kingdom, the Agent Bank or the only
           remaining Paying Agent with its Specified Office outside of the
           United Kingdom is terminated in accordance with the preceding
           sentence, the Current Issuer shall forthwith appoint a successor in
           accordance with Clause 15.4 (Additional and Successor Agents).

15.4   Additional and Successor Agents: The Current Issuer may with the prior
       written approval of the Note Trustee appoint a successor principal
       paying agent, US paying agent, agent bank or registrar and additional
       or successor transfer agents or paying agents and shall forthwith give
       notice of any such appointment to the continuing Agents, the
       Noteholders, the Current Issuer Cash Manager and the Note Trustee,
       whereupon the successor or additional agents shall acquire and become
       subject to the same rights and obligations between themselves as if
       they had entered into an agreement in the form mutatis mutandis of this
       Agreement.

15.5   Agent may appoint Successor: If any Agent gives notice of its
       resignation in accordance with Clause 15.1 (Resignation) and by the
       tenth day before the expiration of such notice a successor agent has
       not been duly appointed in accordance with Clause 15.4 (Additional and
       Successor Agents), such Agent may itself, following such consultation
       with the Current Issuer as is practicable in the circumstances and with
       the prior written approval of the Note Trustee and the Current Issuer
       (provided such failure to appoint was not due to default by the Current
       Issuer), appoint as its successor agent any reputable and experienced
       bank or financial institution and give notice of such appointment to
       the Current Issuer, the Note Trustee, the Current Issuer Cash Manager,
       the remaining Agents and the Noteholders.

15.6   Rights of Successor Agent: Upon the execution by the Current Issuer and
       any successor agent of an instrument effecting the appointment of a
       successor agent, such successor agent shall, without any further act,
       deed or conveyance, become vested with all the authority, rights,
       powers, trusts, immunities, duties and obligations of its predecessor
       with like effect as if originally named as the relevant agent herein
       and such predecessor, upon payment to it of the pro rata proportion of
       its administration fee and disbursements then unpaid (if any), shall
       thereupon become obliged to transfer, deliver and pay over, and such
       successor agent shall be entitled to receive, all monies, records and
       documents (including any Note Certificates of the relevant class or
       classes of Current Issuer Notes, if any) held by such predecessor
       hereunder.

15.7   Maintenance of a Paying Agent in the European Union: The Current Issuer
       undertakes that it shall ensure that it maintains a Paying Agent in a
       European Union member state that will not be obliged to withhold or
       deduct tax (i) pursuant to the



                                      20
<PAGE>

       Directive on the taxation of savings adopted by the Council of Economic
       and Finance Ministers of the European Union on 3 June 2003, or (ii) any
       law implementing or complying with, or introduced in order to conform
       to such Directive.

15.8   Limitations on Resignation and Revocation: Notwithstanding Clause 15.1
       (Resignation) and Clause 15.2 (Revocation):

       (a)  if at any time there should be only one Paying Agent, no
            resignation by or termination of the appointment of the Paying
            Agent shall take effect until a successor paying agent in respect
            of the affected class or classes of Current Issuer Notes approved
            in writing by the Note Trustee has been appointed on terms
            previously approved in writing by the Note Trustee;

       (b)  no resignation by or termination of the appointment of any Paying
            Agent shall take effect if as a result of such resignation or
            termination there would cease to be a Paying Agent in respect of
            the affected class or classes of Current Issuer Notes having a
            Specified Office in London or New York (as the case may be);

       (c)  no appointment or termination of the appointment of a Paying Agent
            shall take effect unless and until notice thereof shall have been
            given to the relevant Noteholders in accordance with the Current
            Issuer Conditions;

       (d)  no resignation by or revocation of the appointment of the Agent
            Bank shall take effect until a new Agent Bank having its Specified
            Office in London has been appointed;

       (e)  no resignation by or termination of the appointment of the
            Registrar shall take effect until a new Registrar having its
            Specified Office in London has been appointed; and

       (f)  the appointment of any additional Paying Agent shall be mutatis
            mutandis on the terms and subject to the conditions of this
            Agreement and each of the parties hereto shall co-operate fully to
            do all such further acts and things and execute any further
            documents as may be necessary or desirable to give effect to the
            appointment of such Paying Agent.

15.9   Effect of Resignation, Revocation and Termination: Upon any resignation
       or revocation taking effect under Clause 15.1 (Resignation) or Clause
       15.2 (Revocation) or any termination under Clause 15.3 (Automatic
       Termination), the relevant Agent shall:

       (a)  without prejudice to any accrued liabilities and obligations, be
            released and discharged from any further obligations under this
            Agreement (save that it shall remain entitled to the benefit of,
            and subject to, Clauses 12 (Fees and Expenses), Clause 13 (Terms
            of Appointment) and Clause 15 (Termination of Appointment));

       (b)  repay to the Current Issuer such part of any fee paid to it in
            accordance with Clause 12.1 (Fees) as shall relate to any period
            thereafter;



                                      21
<PAGE>

       (c)  deliver to the Current Issuer and to its successor agent a copy,
            certified as true and up-to-date by an officer of such Agent of
            the records maintained by it pursuant to this Agreement;

       (d)  forthwith transfer all monies and papers (including any unissued
            Note Certificates held by it hereunder) to its successor in that
            capacity and provide reasonable assistance to its successor for
            the discharge by it of its duties and responsibilities hereunder;
            and

       (e)  in the case of any Paying Agent, pay to the successor paying agent
            any amount held by it for payment of principal or interest in
            respect of the relevant Current Issuer Notes.

15.10  Change of Specified Office: If any Agent shall determine to change its
       Specified Office (which, in the case of each Paying Agent, may only be
       effected within the same city where each Paying Agent currently has its
       Specified Office), it shall give to the Current Issuer and the Note
       Trustee written notice of such determination giving the address of the
       new Specified Office and stating the date on which such change is to
       take effect, which date shall not be less than 30 days after the date
       of such notice, provided that no such notice shall take effect within
       the period of 30 days before or after any Interest Payment Date or
       Payment Date. The Current Issuer shall, within 40 days of receipt of
       such notice (unless the appointment is pursuant to a revocation or
       termination under Clause 15.2 (Revocation) or Clause 15.3 (Automatic
       Termination) above on or prior to the date of such change), give to the
       Noteholders notice of such change as approved by the Note Trustee and
       of the address of the Specified Office in accordance with the Current
       Issuer Conditions but the costs of giving such notice shall be borne by
       such Agent changing its office and not by the Current Issuer.

15.11  Merger: Any legal entity into which any Agent is merged or converted or
       any legal entity resulting from any merger or conversion to which such
       Agent is a party shall, to the extent permitted by applicable law, be
       the successor to such Agent without any further formality, whereupon
       the Current Issuer, the Note Trustee, the other Agents and such
       successor shall acquire and become subject to the same rights and
       obligations between themselves as if they had entered into an agreement
       in the form mutatis mutandis of this Agreement. Written notice of any
       such merger or conversion shall forthwith be given by such successor to
       the Current Issuer, the Note Trustee and the other Agents.

16.    Non-Petition and Limited Recourse

16.1   Limited Recourse: Each party hereto agrees that notwithstanding any
       other provisions hereof, all payments to be made by the Current Issuer
       under this Agreement will be payable only from, and to the extent of,
       the sums paid to, or net proceeds recovered by or on behalf of, the
       Current Issuer or the Note Trustee in respect of the Current Issuer
       Charged Property less any amount which is required to be paid to any
       other person in priority to or in the same priority as the relevant
       party hereto subject to and in accordance with the Current Issuer
       Priority of Payments and there will be no other assets of the Current
       Issuer available for any further payments and following the realisation
       of the Current Issuer Charged Property and the distribution of the
       proceeds thereof in accordance with the Current Issuer Deed of Charge
       none of the parties hereto shall be entitled to take any further steps
       against the



                                      22
<PAGE>

       Current Issuer to recover any sums due hereunder but still unpaid and
       all outstanding claims in respect of such sums due but still unpaid
       shall be extinguished. The parties hereto look solely to such sums and
       proceeds and the rights of the Current Issuer in respect of the Current
       Issuer Charged Property (net as aforesaid) for payments to be made by
       the Current Issuer. The obligations of the Current Issuer to make such
       payments hereunder will be limited to such sums and the proceeds of
       realisation of the Current Issuer Charged Property (net as aforesaid)
       and the parties hereto will have no further recourse in respect
       thereof.

16.2   Non-Petition: Each of the Agents hereby covenants and agrees with the
       Current Issuer and the Note Trustee that:

       (a)  only the Note Trustee may enforce the security created in favour
            of the Note Trustee by the Current Issuer Deed of Charge in
            accordance with its provisions; and

       (b)  save as provided in the Current Issuer Trust Deed, it shall not
            take any steps for the purpose of recovering any sums due under
            this Agreement or enforcing any rights arising out of this
            Agreement or institute against the Current Issuer or join any
            other person in instituting against the Current Issuer any
            winding-up, administration, reorganisation, liquidation,
            bankruptcy, insolvency or other proceedings of the Current Issuer
            for so long as the Current Issuer Notes are outstanding and until
            two years and one day has elapsed after all amounts outstanding
            under the Current Issuer Secured Obligations have been paid in
            full.

16.3   Payment to Note Trustee: Each of the Agents hereby undertakes with the
       Note Trustee and the Current Issuer that if, whether in the liquidation
       of the Current Issuer or otherwise any payment is made to or amount
       recovered by any Agent otherwise than in accordance with the Current
       Issuer Deed of Charge, the amount so paid or recovered shall be paid by
       such Agent to the Note Trustee.

17.    Notices

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

       (a)  in the case of the Current Issuer, to Granite Mortgages 04-1 plc,
            c/o Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile
            number 020 7606 0643) for the attention of: Company Secretary with
            a copy to Northern Rock plc, Northern Rock House, Gosforth,
            Newcastle upon Tyne NE3 4PL (facsimile number 0191 213 2203) for
            the attention of the Group Secretary;

       (b)  in the case of the Note Trustee, to The Bank of New York (London
            Branch) at 48th Floor, One Canada Square, London E14 5AI
            (facsimile number 020 7964



                                      23
<PAGE>

            6061/6399) for the attention of: Global Structured Products Unit
            (Corporate Trust);

       (c)  in the case of the Current Issuer Cash Manager to Northern Rock
            plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL
            (facsimile number 0191 213 2203) for the attention of the Group
            Secretary;

       (d)  in the case of any Agent, to it at the address or fax number
            specified against its name in Schedule 1 (Specified Offices of the
            Agents) hereto (or in the case of an Agent not originally a party
            hereto, specified by notice to the parties hereto at the time of
            its appointment) for the attention of the person or department
            specified therein,

       or to such other address or facsimile number or for the attention of
       such other person or entity as may from time to time be notified by any
       party to the others by fifteen days prior written notice in accordance
       with the provisions of this Clause 17 (Notices).

18.    Third Party Rights

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

19.    Time of the Essence

       Any date or period specified in this Agreement may be postponed or
       extended by mutual agreement among the parties, but as regards any date
       or period originally fixed or so postponed or extended, time shall be
       of the essence.

20.    Variation and Waiver

       No variation or waiver of this Agreement shall be effective unless it
       is in writing and signed by a duly authorised signatory of each party.
       No single or partial exercise of, or failure or delay in exercising,
       any right under this Agreement shall constitute a waiver or preclude
       any other or further exercise of that or any other right.

21.    Execution in Counterparts; Severability

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

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



                                      24
<PAGE>

22.    Governing Law and Jurisdiction; Process Agent; Appropriate Forum

22.1   Governing Law: This Agreement is governed by, and shall be construed in
       accordance with, English law.

22.2   Jurisdiction: The parties hereto irrevocably agree for the benefit of
       the Current Issuer and the Note Trustee that the courts of England are
       to have jurisdiction to settle any suit, action or proceeding, and to
       settle any disputes which may arise out of or in connection with this
       Agreement and, for such purposes, irrevocably submit to the
       jurisdiction of such courts.

22.3   Process Agent: The US Paying Agent irrevocably and unconditionally
       appoints the Principal Paying Agent at its registered office for the
       time being as its agent for service of process in England in respect of
       any proceedings in respect of this Agreement and undertakes that in the
       event of the Principal Paying Agent ceasing so to act it will appoint
       another person with a registered office in London as its agent for
       service of process.

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

23.    Exclusion of Liability

       The Note Trustee is a party to this Agreement only to receive the
       benefit of the provisions in this Agreement and has no liability under
       this Agreement.

AS WITNESS the hands of the duly authorised representatives of the parties
hereto the day and year first before written.



                                      25
<PAGE>

                                  SCHEDULE 1
                        SPECIFIED OFFICES OF THE AGENTS

The Principal Paying Agent

Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA


The US Paying Agent

Citibank, N.A.
Global Agency and Trust
111 Wall Street, 14th Floor
New York N.Y. 10043
U.S.A.


The Agent Bank

Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA


The Registrar

Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA


The Transfer Agent

Citibank, N.A.
5 Carmelite Street
London EC4Y 0PA


The Note Trustee

The Bank of New York (London Branch)
48th  Floor
One Canada Square
London E14 5AL



                                      26
<PAGE>

                                  SCHEDULE 2
               REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
                   REGISTRATION OF THE CURRENT ISSUER NOTES

1.   The Current Issuer Notes are in their respective Authorised Denominations
     of (GBP)1,000, (GBP)10,000, $1,000, $10,000 or (euro)500,000 depending on
     the currency of denomination, or in such other denominations as the Note
     Trustee shall determine and notify to the relevant Noteholders. Each
     Dollar Note shall be held in an Authorised Dollar Holding, each Sterling
     Note shall be held in an Authorised Sterling Holding and each Euro Note
     shall be held in an Authorised Euro Holding.

2.   Subject to paragraphs 4, 6 and 11 below, a Current Issuer Note may be
     transferred by execution of the relevant form of transfer under the hand
     of the transferor or, where the transferor is a corporation, under its
     common seal or under the hand of two of its officers duly authorised in
     writing. Where the form of transfer is executed by an attorney or, in the
     case of a corporation, under seal or under the hand of two of its
     officers duly authorised in writing, a copy of the relevant power of
     attorney certified by a financial institution in good standing or a
     notary public or in such other manner as the Registrar may require or, as
     the case may be, copies certified in the manner aforesaid of the
     documents authorising such officers to sign and witness the affixing of
     the seal must be delivered with the form of transfer. In this Schedule,
     "transferor" shall, where the context permits or requires, include joint
     transferors and shall be construed accordingly.

3.   The Note Certificate issued in respect of a Current Issuer Note to be
     transferred or exchanged must be surrendered for registration, together
     with a duly completed and executed form of transfer (including any
     certification as to compliance with restrictions on transfer included in
     such form of transfer) at the Specified Office of the Registrar or the
     Transfer Agent, together with such evidence as the Registrar or (as the
     case may be) the Transfer Agent may reasonably require to prove the title
     of the transferor and the authority of the persons who have executed the
     form of transfer. The signature of the person effecting a transfer or
     exchange of a Current Issuer Note shall conform to any list of duly
     authorised specimen signatures supplied by the holder of such Current
     Issuer Note or be certified by a financial institution in good standing,
     notary public or in such other manner as the Registrar or the Transfer
     Agent may require.

4.   No Noteholder may require the transfer of a Current Issuer Note to be
     registered during the period of 15 calendar days ending on an Interest
     Payment Date or Payment Date in respect of such Current Issuer Note.

5.   No Noteholder which has executed a Form of Proxy in relation to any
     Meeting may require the transfer of a Current Issuer Note covered by such
     Form of Proxy to be registered until the earlier of the conclusion of the
     Meeting and its adjournment for want of quorum.

6.   The executors or administrator of a deceased holder of a Current Issuer
     Note (not being one of several joint holders) and, in the case of the
     death of one or more of several joint holders, the survivor or survivors
     of such joint holders, shall be the only



                                      27
<PAGE>

     persons recognised by the Current Issuer as having any title to such
     Current Issuer Note.

7.   Any person becoming entitled to any Current Issuer Notes in consequence
     of the death or bankruptcy of the holder of such Current Issuer Notes
     may, upon producing such evidence that he holds the position in respect
     of which he proposes to act under this paragraph or of his title as the
     Registrar or the Transfer Agent shall require (including legal opinions),
     become registered himself as the holder of such Current Issuer Notes or,
     subject to the provisions of these Regulations, the Current Issuer Notes
     and the relevant Current Issuer Conditions as to transfer, may transfer
     such Current Issuer Notes. The Current Issuer, the Transfer Agent and the
     Registrar shall be at liberty to retain any amount payable upon the
     Current Issuer Notes to which any person is so entitled until such person
     shall be registered as aforesaid or shall duly transfer such Current
     Issuer Notes.

8.   Unless otherwise required by him and agreed by the Current Issuer and the
     Registrar, the holder of any Current Issuer Notes shall be entitled to
     receive only one Note Certificate in respect of his holding.

9.   The joint holders of any Current Issuer Note shall be entitled to one
     Note Certificate only in respect of their joint holding which shall,
     except where they otherwise direct, be delivered to the joint holder
     whose name appears first in the Register in respect of the joint holding.

10.  Where there is more than one transferee (to hold other than as joint
     holders), separate forms of transfer (obtainable from the specified
     office of the Registrar or the Transfer Agent) must be completed in
     respect of each new holding.

11.  A holder of Current Issuer Notes may transfer all or part of his holding
     provided that both the principal amount of Current Issuer Notes
     transferred and the principal amount of the balance transferred are in an
     amount equal to an Authorised Denomination. Where a holder of Current
     Issuer Notes has transferred part only of his holding comprised therein,
     there shall be delivered to him a new Note Certificate in respect of the
     balance of such holding.

12.  The Current Issuer, the Transfer Agent and the Registrar shall, save in
     the case of the issue of replacement Current Issuer Notes pursuant to the
     Current Issuer Conditions, make no charge to the holders for the
     registration of any holding of Current Issuer Notes or any transfer
     thereof or for the issue of any Current Issuer Notes or for the delivery
     thereof at the Specified Office of the Transfer Agent or the Registrar or
     by uninsured post to the address specified by the holder, but such
     registration, transfer, issue or delivery shall be effected against such
     indemnity from the holder or the transferee thereof as the Registrar or
     the Transfer Agent may require in respect of any tax or other duty of
     whatever nature which may be levied or imposed in connection with such
     registration, transfer, issue or delivery.

13.  Provided a transfer of a Current Issuer Note is duly made in accordance
     with all applicable requirements and restrictions upon transfer and the
     Note Certificate(s) issued in relation to such Current Issuer Note
     transferred are presented to the Transfer Agent and/or the Registrar in
     accordance with the Current Issuer Paying Agency and Agent Bank Agreement
     and these Regulations and subject to unforeseen



                                      28
<PAGE>

     circumstances beyond the control of the Transfer Agent or the Registrar
     arising, the Transfer Agent and the Registrar will, within five business
     days of the request for transfer being duly made, deliver at its
     Specified Office or despatch to the transferee by uninsured post (at the
     request and risk of the transferee) to such address as the transferee
     entitled to the Current Issuer Notes in relation to which such Note
     Certificate is issued may have specified, a Note Certificate in respect
     of which entries have been made in the Register, all formalities complied
     with and the name of the transferee completed on the Note Certificate by
     or on behalf of the Registrar; and, for the purposes of this paragraph,
     "business day" means a day (other than a Saturday or a Sunday) on which
     commercial banks are open for business (including dealings in foreign
     currencies) in the cities in which the Registrar and the Transfer Agent
     have their respective Specified Office.

14.  No transfer may be effected unless:

     (a)  such Current Issuer Note is transferred in a transaction that does
          not require registration under the Securities Act and is not in
          violation of the United States Investment Company Act of 1940;

     (b)  such transfer is effected in accordance with the provision of any
          restrictions on transfer specified in the legends (if any) set forth
          on the face of the Note Certificate issued in relation to such
          Current Issuer Note;

     (c)  the transferee delivers to the Registrar or the Transfer Agent a
          form of transfer (including any certification as to compliance with
          restrictions on transfer included in such form of transfer) endorsed
          on the Note Certificate issued in relation to such Current Issuer
          Note; and

     (d)  if the Current Issuer so requests, the Transfer Agent and the
          Registrar receive an opinion of counsel satisfactory to all of them.

15.  Except for in connection with the issue of replacement Note Certificates
     pursuant to Clause 6 (Replacement Note Certificates) hereof, no charge
     shall be made to the Noteholders in connection with, inter alia,

     (a)  the registration of any holding of Current Issuer Notes; or

     (b)  the transfer of Current Issuer Notes subject to any registration,
          transfer, issue or delivery which may be effected against an
          indemnity from the Noteholder or transferee as any relevant Paying
          Agent or, as the case may be, the Transfer Agent may require in
          respect of any tax or other duty levied or imposed in connection
          with such registration, transfer, issue or delivery.

16.  If Current Issuer Notes are issued upon the transfer, exchange or
     replacement of Note Certificates not bearing the Regulation S Legend (as
     defined below), the Note Certificates so issued shall not bear the
     Regulation S Legend. If Note Certificates are issued upon the transfer,
     exchange or replacement of Note Certificates bearing the Regulation S
     Legend, the Note Certificates so issued shall bear the Regulation S
     Legend. Each Note Certificate issued in exchange therefor shall bear a
     legend (the "Regulation S Legend") in substantially the following form:



                                      29
<PAGE>

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

17.  Notwithstanding any provision to the contrary herein, so long as Current
     Issuer Notes are represented by a Global Note Certificate which is held
     by or on behalf of DTC, transfers, exchanges or replacements of the
     Current Issuer Notes represented by such Global Note Certificate shall
     only be made in accordance with the legends relating to DTC set forth
     thereon.



                                      30
<PAGE>

<TABLE>
<CAPTION>
EXECUTION PAGE


The Current Issuer

<S>                                                           <C>
Executed by
GRANITE MORTGAGES 04-1 PLC
as follows:                                                   By
Signed for and on its behalf by one of its duly                      -----------------------------------------------------
authorised attorneys/signatories                                     Duly Authorised Attorney/Signatory

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


The Principal Paying Agent, the Agent Bank,
the Registrar, and the Transfer Agent

Executed by
CITIBANK, N.A.
as follows:                                                   By
Signed for and on its behalf by one of its duly                      -----------------------------------------------------
authorised attorneys/signatories                                     Duly Authorised Attorney/Signatory

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


The US Paying Agent

Executed by
CITIBANK, N.A.
as follows:                                                    By
Signed for and on its behalf  by one of its duly                      -----------------------------------------------------
authorised attorneys/signatories                                      Duly Authorised Attorney/Signatory

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


The Note Trustee

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

                                                                 Name
                                                                       -----------------------------------------------------
</TABLE>



                                      31