Exhibit 4.7

                                                               EXECUTION VERSION


                              Dated 19 January 2005



                            GRANITE MASTER ISSUER PLC



                                 CITIBANK, N.A.
                       (acting through its London Office)
                           as Principal Paying Agent,
                    Agent Bank, Registrar and Transfer Agent



                                 CITIBANK, N.A.
                      (acting through its New York Office)
                               as US Paying Agent



                                     - and -

                              THE BANK OF NEW YORK
                   as Note Trustee and Issuer Security Trustee


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

           SECOND AMENDED ISSUER PAYING AGENT AND AGENT BANK AGREEMENT

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





                                  SIDLEY AUSTIN
                                 ------------|
                                      SIDLEY |

<PAGE>

<TABLE>
<CAPTION>
                                                    CONTENTS

<S>     <C>                                                                                                <C>
1.       Definitions and Interpretation......................................................................1

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

3.       The Issuer Notes; Authentication....................................................................2

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

5.       Exchanges of Global Note Certificates and Delivery of Individual Note Certificates..................7

6.       Replacement Note Certificates.......................................................................8

7.       Payments to the Paying Agents.......................................................................9

8.       Payments to Noteholders............................................................................10

9.       Transfers of Issuer Notes..........................................................................13

10.      Miscellaneous Duties of the Agents.................................................................15

11.      Agents to act for Note Trustee.....................................................................18

12.      Fees and Expenses..................................................................................19

13.      Terms of Appointment...............................................................................20

14.      No Liability for Consequential Loss................................................................21

15.      Termination of Appointment.........................................................................22

16.      Non-Petition and Limited Recourse..................................................................25

17.      Notices............................................................................................26

18.      Third Party Rights.................................................................................27

19.      Time of the Essence................................................................................27

20.      Variation and Waiver...............................................................................27

21.      Execution in Counterparts; Severability............................................................27

22.      Governing Law and Jurisdiction; Process Agent; Appropriate Forum...................................28

23.      Exclusion of Liability.............................................................................28

SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS..................................................................29

SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND REGISTRATION OF THE ISSUER NOTES...............30

                                        i

<PAGE>

SCHEDULE 3 FORM OF CALCULATION AGENCY AGREEMENT.............................................................34
</TABLE>

                                       ii
<PAGE>

THIS AGREEMENT WAS MADE ON 19 JANUARY, 2005 AND WAS AMENDED PURSUANT TO DEEDS OF
AMENDMENT DATED 26 AUGUST, 2005 AND 17 MAY, 2007 BETWEEN:

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

(2)   CITIBANK, N.A., acting through its office at Citigroup Centre, Canada
      Square, Canary Wharf, London E14 5LB in its separate capacities as (1)
      Principal Paying Agent (2) Agent Bank (3) Registrar and (4) Transfer
      Agent;

(3)   CITIBANK, N.A., acting through its office at Agency and Trust, 14th
      Floors, 388 Greenwich Street, New York, N.Y. 10013, U.S.A. in its capacity
      as US Paying Agent; and

(4)   THE BANK OF NEW YORK, acting through its office at 40th Floor, One Canada
      Square, London E14 5AL in its separate capacities as (1) Note Trustee and
      (2) Issuer Security Trustee.

WHEREAS:

By a resolution of a duly authorised Board of Directors of the Master Issuer
passed on 18 January 2005, the Master Issuer resolved to establish a programme
pursuant to which the Master Issuer may, from time to time, issue Issuer Notes
constituted by the Issuer Trust Deed and secured by the Issuer Deed of Charge.

IT IS AGREED as follows:

1.    Definitions and Interpretation

1.1   The provisions of:

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

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

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

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

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

                                       1
<PAGE>

      Note Certificates.

1.3   Where the context permits, references in this agreement to the "Holder" of
      an Issuer Note means the person in whose name such 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 Master
      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
      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 Issuer
            Notes;

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

      (e)   the Transfer Agent acting through its Specified Office as transfer
            agent for the 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 Master Issuer and, for the purpose of Clause
      11 (Agents to act for Note Trustee) only, the Note Trustee in relation to
      the Issuer Notes and agrees to comply with the provisions of this
      Agreement and to perform its duties under the 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
      Master Issuer and, for the purpose of Clause 11 (Agents to act for Note
      Trustee) only, the Note Trustee in relation to the Issuer Notes and agrees
      to comply with the provisions of this Agreement and to perform its duties
      under the Issuer Conditions.

3.    The 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 Series and
      Class of US Notes will be issued in fully registered global form and be
      initially represented by a US Global Note Certificate and which, in
      aggregate, will represent the aggregate Principal

                                       2
<PAGE>

      Amount Outstanding of such 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 Series and Class of Reg S Notes will be issued in fully
      registered global form and be initially represented by a Reg S Global Note
      Certificate and which, in aggregate, will represent the aggregate
      Principal Amount Outstanding of the Reg S Notes. Each Global Note
      Certificate shall be substantially in the form set out in Schedule 1 (Form
      of Global Note Certificates) to the Issuer Trust Deed. The Global Note
      Certificates shall be executed manually or in facsimile by an Authorised
      Signatory of the Master Issuer and authenticated manually by or on behalf
      of the Registrar.

3.2   Individual Note Certificates: The Global Note Certificates will be
      exchangeable for Individual Note Certificates in the circumstances
      described therein. If the Master Issuer is required to deliver Individual
      Note Certificates pursuant to the terms of the relevant Global Note
      Certificate and the 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 (Form of
            Individual Note Certificates) to the 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 Master Issuer and authenticated manually by or on behalf of the
            Registrar.

3.3   Facsimile signatures on Note Certificates: The Master 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 Master Issuer, even if at the time of issue of
      such Note Certificate, such person is no longer so authorised and any Note
      Certificate so executed and authenticated will be valid and binding
      obligations of the Master Issuer. No Note Certificate representing an
      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
      Issuer Trust Deed.

3.4   Authentication and Deposit of Global Note Certificates: The Master Issuer
      shall, on or prior to each Closing Date deliver a Reg S Global Note
      Certificate or a US Global Note Certificate (as the case may be) in
      respect of each Series and Class of Issuer Notes specified in the
      applicable Final Terms to be issued on the applicable Closing Date. The
      Registrar shall, on or about the applicable Closing Date, authenticate
      each Global Note Certificate in accordance with Clause 3.1 (Global Note
      Certificates). The Reg S Global Note Certificates shall be registered in
      the name of Citivic Nominees Limited as nominee for, and shall be
      deposited on or about the relevant Closing Date with; the Common
      Depositary. The US Global Note Certificates shall be registered in the
      name of Cede & Co. as nominee of DTC, and shall be deposited on or about
      the relevant Closing Date with the DTC Custodian. The Master 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

                                       3
<PAGE>

      (Replacement Note Certificates) and Clause 9 (Transfers of 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 the Common Depositary, the DTC Custodian or their
      respective nominees (as applicable) may be treated by the Master 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 Issuer
      Note.

3.5   Availability of Individual Note Certificates: If the Master Issuer is
      required to deliver Individual Note Certificates pursuant to the terms of
      the Global Note Certificates (or either of them) and the Issuer Trust
      Deed, the Master 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
      Master 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 3.4 (Individual Note Certificates) of the Issuer Trust Deed
      for authentication in accordance with Clause 3.2 (Individual Note
      Certificates). The Master 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 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 Issuer
      Conditions and such other duties as are reasonably incidental thereto at
      the request of the Master 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)   act as Calculation Agent in respect of Issuer Notes (including,
            without limitation, Index Linked Interest Notes and Dual Currency
            Interest Notes) where named as such in the applicable Note
            Supplement;

      (b)   in respect of a Series and Class of Issuer Notes, unless otherwise
            specified in the applicable Note Supplement, make all the
            determinations and calculations which it is required to make under
            the Issuer Conditions and this Agreement, all subject to and in
            accordance with the Issuer Conditions and this Agreement;

      (c)   as soon as possible after determining the Rate of Interest, Interest
            Amount and Note Payment Date in respect of a Series and Class of
            Notes and all other amounts, rates and dates, which it is obliged to
            determine or calculate under the Issuer Conditions and this
            Agreement (or, in no event later than the fourth

                                       4
<PAGE>

            Business Day thereafter), cause such Rate of Interest, Interest
            Amount, Note Payment Date and such other amounts, rates and dates
            which it is obliged to determine under the Issuer Conditions and
            this Agreement to be notified to the Master Issuer, the Note
            Trustee, the Issuer Security Trustee, the Account Bank, the Issuer
            Account Bank, the Registrar, the Paying Agents, the Issuer Cash
            Manager and (in respect of a Series and Class of Notes listed on a
            stock exchange) 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 4.4 (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 such Series and Class
            of Issuer Notes in accordance with the Issuer Conditions and this
            Agreement;

      (d)   cause notice of the Rate of Interest, Interest Amounts, Note Payment
            Dates and such other amounts, rates and dates which it is obliged to
            determine under the Issuer Conditions and this Agreement in respect
            of each Series and Class of Issuer Notes for each Interest Period to
            be published in accordance with the Issuer Conditions;

      (e)   where applicable, determine LIBOR in accordance with Condition 4
            (Interest) and Clause 4.2 (Interest Determination) and notify the
            Funding 2 GIC Provider and the Issuer GIC Provider of the LIBOR rate
            which shall apply for the relevant Interest Period; 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 Master
            Issuer, the Issuer Cash Manager, the other Agents, the Issuer
            Security Trustee and the Note Trustee.

4.2   Interest determination:

      (a)   Where the Screen Rate Determination is specified in the applicable
            Note Supplement as the manner in which the Rate of Interest for a
            Series and Class of Issuer Notes is to be determined, the Rate of
            Interest for such Issuer Notes for each Interest Period will,
            subject as provided below, be either:

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

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

            (expressed as a percentage rate per annum), for the Reference
            Rate(s) which appears or appear, as the case may be, on the
            Relevant Screen Page as at the Specified Time on the Determination
            Date in question plus or minus (as indicated in the applicable
            Note Supplement) the Margin (if any), all as determined by the
            Agent Bank. If five or more offered quotations are available on
            the Relevant Screen Page, the highest (or, if there is more than
            one highest quotation, one only of those quotations) and the
            lowest (or, if there is more than one lowest quotation, one only
            of those quotations) shall be

                                       5
<PAGE>

                  disregarded by the Agent Bank for the purpose of determining
                  the arithmetic mean (rounded as provided above) of the offered
                  quotations.

      (b)   If the Relevant Screen Page is not available or if no offered
            quotation appears as at the Specified Time, the Agent Bank shall
            request each of the Reference Banks to provide the Agent Bank with
            its offered quotation (expressed as a percentage rate per annum) for
            the Reference Rate at approximately the Specified Time on the
            Determination Date in question. If two or more of the Reference
            Banks provide the Agent Bank with offered quotations, the Rate of
            Interest for the Interest Period shall be the arithmetic mean
            (rounded if necessary to the fifth decimal place, with 0.000005
            being rounded upwards) of the offered quotations plus or minus (as
            appropriate) the Margin (if any), all as determined by the Agent
            Bank.

      (c)   If on any Determination Date one only or none of the Reference Banks
            provides the Agent Bank with an offered quotation as provided in the
            preceding paragraph, the Rate of Interest for the relevant Interest
            Period shall be the rate per annum which the Agent Bank determines
            as being the arithmetic mean (rounded if necessary to the fifth
            decimal place, with 0.000005 being rounded upwards) of the rates, as
            communicated to (and at the request of) the Agent Bank by the
            Reference Banks or any two or more of them, at which such banks were
            offered, at approximately the Specified Time on the relevant
            Determination Date, deposits in the Specified Currency for a period
            equal to that which would have been used for the Reference Rate by
            leading banks in the London inter-bank market (if the Reference Rate
            is LIBOR) or the Euro-zone inter-bank market (if the Reference Rate
            is EURIBOR) plus or minus (as appropriate) the Margin (if any) or,
            if fewer than two of the Reference Banks provide the Agent Bank with
            offered rates, the offered rate for deposits in the Specified
            Currency for a period equal to that which would have been used for
            the Reference Rate, or the arithmetic mean (rounded as provided
            above) of the offered rates for deposits in the Specified Currency
            for a period equal to that which would have been used for the
            Reference Rate, at which, at approximately the Specified Time on the
            relevant Determination Date, any one or more banks (which bank or
            banks is or are in the opinion of the Master Issuer suitable for the
            purpose) informs the Agent Bank it is quoting to leading banks in
            the London inter-bank market (if the Reference Rate is LIBOR) or the
            Euro-zone inter-bank market (if the Reference Rate is EURIBOR) plus
            or minus (as appropriate) the Margin (if any), provided that, if the
            Rate of Interest cannot be determined in accordance with the
            foregoing provisions of this paragraph, the Rate of Interest for
            such Series and Class shall be determined as at the last preceding
            Determination Date for such Series and Class (though substituting,
            where a different Margin is to be applied to the relevant Interest
            Period from that which applied to the last preceding Interest
            Period, the Margin relating to the relevant Interest Period in place
            of the Margin relating to that last preceding Interest Period).

      (d)   If the Reference Rate from time to time in respect of a Series and
            Class of Floating Rate Issuer Notes is specified in the applicable
            Note Supplement as being other than LIBOR or EURIBOR, the Rate of
            Interest in respect of such

                                       6
<PAGE>

            Issuer Notes will be determined as provided in the applicable Note
            Supplement.

4.3   Calculation Agent: Determinations with regards to Issuer Notes (including,
      without limitation, Index Linked Interest Notes) required to be made by a
      Calculation Agent specified in the applicable Note Supplement shall be
      made in the manner so specified. Unless otherwise agreed between the
      Master Issuer and the Lead Manager(s) or unless the Agent Bank is the
      Calculation Agent (in which case the provisions of this Agreement shall
      apply), those determinations shall be made on the basis of a calculation
      agency agreement substantially in the form of Schedule 3 hereto. The terms
      of any Series and Class of Issuer Notes may specify additional duties and
      obligations of any Agent, the performance of which will be agreed between
      the Master Issuer and the relevant Agent prior to the relevant Closing
      Date.

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

4.5   Duties of the Registrar and the Transfer Agent: 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 Clauses 3.4 (Authentication, and Deposit of Global Note Certificates)
      and 3.5 (Master Global Note Certificate) and any Individual Note
      Certificates delivered to it in accordance with Clause 3.6 (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 Issuer
      Trust Deed, the Global Note Certificates and the Issuer Conditions.

4.6   Authority to authenticate: Each of the Registrar, the Transfer Agent or
      their designated agent is authorised and instructed by the Master Issuer
      to authenticate any Note Certificate 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 3.4
      (Individual Note Certificates) of the 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 Issuer Conditions and the
      Issuer Trust Deed, Individual Note Certificates, provided that in no
      circumstances shall the aggregate principal amount of such Individual Note

                                       7
<PAGE>

      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 Issuer Conditions and the 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 or a US Global Note
      Certificate pursuant to this Clause 5.1 (Exchange of Global Note
      Certificates for Individual Note Certificates and Delivery of 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 case may be), the Registrar or the Transfer Agent, as
      the case may be shall, upon and in accordance with the instructions of the
      Master Issuer (which instructions may, without limitation, include such
      terms as to the payment of expenses and as to evidence, security and
      indemnity as the Master 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 an Issuer Note in the same form as) the
      relevant Global Note Certificate or, as the case may be, Individual Note
      Certificate which the Master 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 Master
      Issuer, Registrar or Transfer Agent, as the case

                                       8
<PAGE>

      may be, with such evidence and indemnity as the Master 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 Master 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   Master Issuer to pay the Paying Agents: In order to provide for the
      payment of interest and principal in respect of a Series and Class of
      Issuer Notes as the same becomes due and payable in accordance with the
      Issuer Conditions and the Issuer Trust Deed, the Master 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 such Series and Class of Issuer Notes on such date.

7.2   Manner and Time of Payment: The Master 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) on each Note Payment Date for a Series and Class of Issuer
      Notes, or other date on which any payment of principal and interest in
      respect of such Issuer Notes becomes due, unconditionally pay or cause to
      be unconditionally paid to the Paying Agents by credit transfer such
      amounts in the relevant currency, 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 such Series and Class of 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 principal financial centre in the country of the
      relevant currency (which, if the relevant currency is Australian dollars,
      New Zealand dollars or euro shall be Sydney, Auckland and London,
      respectively) as shall be notified to the Master Issuer, the 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 Master Issuer, the Issuer
      Security Trustee, the 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 Master Issuer: The Master Issuer shall procure
      that each

                                       9
<PAGE>

      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 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 Issuer Notes: The Master
      Issuer shall by not later than 2.00 p.m. (Local time) on the second
      Business Day before each Note Payment Date for a Series and Class of
      Issuer Notes, 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
      Issuer Cash Manager or other person on behalf of the Master 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 Issuer Conditions in respect of such Series and Class
      of Issuer Notes on such Note Payment Date, 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 Issuer
      Priority of Payments and the terms of the Issuer Deed of Charge and the
      Issuer Cash Management Agreement.

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 Master 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 Issuer Notes shall be segregated only to the
            extent required by law.

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 Issuer Conditions in which event they shall repay to the
      Master Issuer such portion of such amount as relates to such payment, by
      paying the same by credit transfer in the relevant currency to such
      account with such bank as the Master Issuer has by notice to the Paying
      Agents specified for the purpose.

7.7   Notification if Funds Not Received on Note Payment Date: Each Paying Agent
      shall forthwith notify the Master Issuer, the Issuer Cash Manager, the
      Issuer Security Trustee and 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

                                       10
<PAGE>

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

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

      (b)   whilst any Series and Class of Issuer Notes continue to be
            represented by a Global Note Certificate, all payments of principal
            or interest (as the case may be) due in respect of such Series and
            Class of Issuer Notes will be payable to, or to the order of the DTC
            Custodian or its nominee or the Common Depositary 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
            Master Issuer in writing of such presentation or surrender and shall
            not make payment against the same until it is so instructed by the
            Master 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 any 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 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 Master 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 and
      Transfer Agents, not later than five days after each Record Date in
      respect of a Series and Class of Issuer Notes, of the names of all holders
      of such Issuer Notes appearing in the Register on such Record Date and the
      addresses of such holders to whom 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 such Issuer Notes will be made in
      accordance with

                                       11
<PAGE>

      Condition 6 (Payments) either by cheque posted to the address of the
      Noteholder appearing in the Register on such Record Date or, if the
      Noteholder has so elected in accordance with the Issuer Conditions, by
      transfer to an account in the relevant currency; provided that no payment
      in respect of such Issuer Notes will be made on the final date for
      redemption or payment, or such earlier date as such 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 any Series
      and Class of 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 Issuer Notes), it shall
      be entitled to appropriate for its own account out of the funds received
      by it under Clause 7.1 (Master Issuer to pay the Paying Agents) an amount
      equal to the amount so paid by it.

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

      (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 Master Issuer's obligations under Clause 7.1 (Master
      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.

8.6   The Registrar shall pay to Citibank N.A. (in this capacity, the "Exchange
      Agent"), and the Exchange Agent shall receive, all payments made under any
      Global Note Certificate registered in the name of the DTC Custodian or its
      nominee (a "DTC Note") which is denominated in a Specified Currency other
      than U.S. dollars. The Exchange Agent shall, in accordance with normal DTC
      practice, be advised in

                                       12
<PAGE>

      writing, on or before the relevant Record Date, by DTC or its nominee:

            (i)   if any beneficial holder (a "Beneficial Holder") of the DTC
                  Note in respect of which payment is due has elected to receive
                  the payment in U.S. dollars and, if so, the amount of the
                  payment (expressed in the Specified Currency in which the
                  relevant DTC Note is denominated) which the Beneficial Holder
                  wishes to receive in U.S. dollars; and

            (ii)  of the payment details for each Beneficial Holder.

8.7   The Exchange Agent shall enter into a contract on behalf of the Master
      Issuer at or before 11:00 a.m. (New York time) on the second New York
      Business Day (as defined below) preceding the applicable payment date and
      will solicit bid quotations from three recognised foreign exchange dealers
      (which may include the Exchange Agent) for the purchase of U.S. dollars
      with an amount of the relevant Specified Currency equal to the aggregate
      amount which DTC has notified the Exchange Agent that Beneficial Holders
      wish to receive in U.S. dollars. In the event that no notification is
      received from DTC before the Record Date, the Exchange Agent shall enter
      into a contract for the purchase of U.S. dollars in respect of the full
      amount of the payment due in respect of the relevant DTC Note. The
      settlement date for each purchase shall be the applicable payment date and
      the Exchange Agent shall enter into a contract for the purchase of the
      relevant amount of U.S. dollars on the basis of the most favourable bid
      submitted. The Exchange Agent shall, on the relevant payment day:

            (i)   pay all amounts converted into U.S. dollars as stated above to
                  DTC or its nominee for distribution to the relevant Beneficial
                  Holders; and

            (ii)  pay all the other amounts due which are denominated otherwise
                  than in U.S. dollars direct to the relevant Beneficial Holders
                  in accordance with the payment instructions received from the
                  DTC Custodian or its nominee.

      For the purpose of this sub-clause, "New York Business Day" means a day
      (other than a Saturday or a Sunday) on which foreign exchange markets are
      open for business in New York City that is neither a legal holiday nor a
      day on which banking institutions are authorised or required by law or
      regulation to close in the city of New York and (i) with respect to Notes
      payable in Specified Currency other than euro, in the principal financial
      centre of the relevant Specified Currency (if other than New York City and
      which, if the Specified Currency is Australian or New Zealand dollars,
      shall be Sydney, and Auckland, respectively) and (ii) with respect to
      Notes payable in euro, a day on which the TARGET System is open.

8.8   In the event that the Exchange Agent is unable to convert the relevant
      Specified Currency into U.S. dollars, the entire payment will be made in
      the relevant Specified Currency in accordance with the payment
      instructions received from DTC following notification by the Exchange
      Agent to DTC of that fact.

9.    Transfers of Issuer Notes

9.1   Authentication and Delivery of Individual Note Certificates: The Registrar
      shall

                                       13
<PAGE>

      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 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 Issuer Conditions. The Register shall show
      the aggregate Principal Amount Outstanding of each 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
      Master Issuer, the 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 any
      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
      relevant Issuer Notes, the Issuer Conditions, the Regulations and the
      Issuer Trust Deed. In particular the Registrar shall, subject to and in
      accordance with the Issuer Conditions and the Regulations, within such
      period of time as is set out in the 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 calendar
      days immediately preceding any due date for payment of principal or
      interest in respect of the 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
      Issuer Notes.

9.5   Transfer Agent to receive requests for transfers of Issuer Notes: The
      Transfer Agent shall receive requests for the transfer of any Issuer Notes
      in accordance with the 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 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,

                                       14
<PAGE>

            and shall forward the Note Certificate(s) relating to such 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 Issuer
            Notes are transferred only in accordance with the Issuer Conditions,
            the Regulations, this Agreement and the Issuer Trust Deed.

9.6   Regulations: In the event that Individual Note Certificates with respect
      to any Issuer Notes are required to be issued, the Registrar shall (after
      consultation with the Master 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 such 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 Issuer Notes) hereto. The Regulations may be changed by the Master
      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 an 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
      Master Issuer, the 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 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 Master Issuer, the Issuer Cash Manager, the Note Trustee and
            the other Agents; and

      (c)   make copies of this Agreement, the Issuer Trust Deed, the Issuer
            Deed of Charge, the Programme Master Definitions Schedule and the
            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 Issuer Conditions, or (iii) exchanged,
            shall forthwith be cancelled on behalf of the Master Issuer;

                                       15
<PAGE>

      (b)   shall keep a record of the aggregate principal amount of the 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 Master
      Issuer, any other Paying Agent and the Note Trustee any certifications
      received by it in accordance with or otherwise in relation to the Issuer
      Notes.

10.5  Forwarding of Communications: Each Agent shall promptly forward to the
      Master Issuer and the Note Trustee a copy of any notice or communication
      addressed to the Master 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 Master 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 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 Issuer Notes
      are then listed, (if any) and any Clearing System.

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 Master 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
      Issuer Trust Deed) of the Noteholders of the Notes of any Series and/or
      Class(es), the Registrar shall, at the request of any Noteholder in
      accordance with the 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 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 Master 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

                                       16
<PAGE>

      adjourned Meeting.

10.10 Submission of Note Supplement: The Principal Paying Agent shall submit to
      the relevant authority or authorities such number of copies of each Note
      Supplement which relates to Issuer Notes which are to be listed as the
      relevant stock exchange or listing authority or authorities may require;

10.11 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 Issuer Trust Deed, the Registrar shall:

      (a)   five Business Days prior to each Note Payment Date for a Series and
            Class of Notes notify the Master Issuer, the Issuer Cash Manager and
            the other Agents of the aggregate Principal Amount Outstanding of
            such 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 Master Issuer, the 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 Master 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 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 Issuer
            Conditions and the Issuer Trust Deed.

      No transfer from a holder of an Individual Note Certificate in respect of
      a Series and Class of Issuer Notes shall be registered for a period of 15
      days immediately preceding a Note Payment Date for such Issuer Notes.

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

                                       17
<PAGE>

            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
            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 Potential Note Event
      of Default or a Note Event of Default: At any time after a Potential Note
      Event of Default or a Note Event of Default in respect of the Issuer Notes
      or any of them shall have occurred (which shall not have been waived by
      the Note Trustee or remedied to its satisfaction) or the Issuer Notes
      shall otherwise have become due and repayable or Individual Note
      Certificates have not been issued when so required in accordance with the
      Issuer Trust Deed and the Global Note Certificates, the Principal Paying
      Agent, the US Paying Agent, 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 Master 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 provided herein
            mutatis mutandis (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 Issuer Trust Deed relating to the Issuer Notes 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
            any Issuer Notes on behalf of the Note Trustee; and/or

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

11.2  Withdrawal of Notice: The Note Trustee may, at any time if a Potential
      Note Event of Default or 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 Master 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 Potential Note of
      Default or a Note Event of Default) whereupon such Agents shall act as
      agents of the Master Issuer in accordance with the terms hereof. The
      withdrawal of

                                       18
<PAGE>

      any notice given by the Note Trustee pursuant to Clause 11.1 (Actions of
      Agents after Notice by Note Trustee of a Potential Note of Default or 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 Potential Note Event of
      Default or a Note Event of Default and no notice given by the Note Trustee
      pursuant to Clause 11.1 (Actions of Agents after Notice by Note Trustee of
      a Potential Note Event of Default or 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 Master Issuer shall pay to each Agent, during the period when
      any of the Issuer Notes remains outstanding, such fees as have been agreed
      in writing between the Master 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
      Master Issuer, the unearned portion, calculated on a pro rata basis of the
      said fees.

12.2  Front-end Expenses: The Master 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 Master 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 Master Issuer to any Agent under
      this Clause 12 (Fees and Expenses) shall only be payable on 20th Monthly
      Payment Date in each applicable Monthly Payment Period and in accordance
      with and subject to the Issuer Priority of Payments which is applicable to
      the Master Issuer at the time of payment.

                                       19
<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 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 Issuer
            Note as the absolute owner of such 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 Master 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 Master Issuer for
                  determination by the Master 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 Master Issuer as to any fact or
                  matter prima facie within the knowledge of the Master Issuer
                  as sufficient evidence thereof.

13.2  Provision of Specimen Signatures: The Master 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)

                                       20
<PAGE>

      be under any fiduciary duty towards or have any relationship of agency or
      trust for or with any person other than the Master 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 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 Master 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 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 Issuer Trust Deed.

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

13.5  Indemnity in favour of the Agents: The Master 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 Master Issuer or the Note Trustee in relation
      to the 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 Master Issuer: Each Agent shall severally
      indemnify the Master 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 Master 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 Master
      Issuer).

14.   No Liability for Consequential Loss

      No Agent shall in any event be liable to the Master Issuer or to any other
      party to the 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.

                                       21
<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 Series and Classes
      of 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
      Master Issuer, the 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
            any Issuer Notes or any Note Payment Date in relation to any 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 Master 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 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 a Note
      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

                                       22
<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 Master Issuer, the Issuer Cash Manager, the Note Trustee and
      the Paying Agents. If the appointment of the Registrar or the only
      remaining Paying 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 Master Issuer shall forthwith appoint a successor
      in accordance with Clause 15.4 (Additional and Successor Agents).

15.4  Additional and Successor Agents: The Master 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
      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
      Master Issuer as is practicable in the circumstances and with the prior
      written approval of the Note Trustee and the Master Issuer (provided such
      failure to appoint was not due to default by the Master Issuer), appoint
      as its successor agent any reputable and experienced bank or financial
      institution and give notice of such appointment to the Master Issuer, the
      Note Trustee, the Issuer Cash Manager, the remaining Agents and the
      Noteholders.

15.6  Rights of Successor Agent: Upon the execution by the Master 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 Issuer Notes, if any)
      held by such predecessor hereunder.

15.7  Maintenance of a Paying Agent in the European Union: The Master Issuer
      undertakes that, if the European Council Directive 2003/48/EC or any other
      Directive implementing the conclusions of the ECOFIN Council meeting of
      26-27 November

                                       23
<PAGE>

      2000 is brought into force, it will ensure that it maintains a paying
      agent in an EU Member State that will not be obliged to withhold or deduct
      tax pursuant 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
            Series and Class or Classes of 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 Series and Class or Classes of 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 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 Master Issuer such part of any fee paid to it in
            accordance with Clause 12.1 (Fees) as shall relate to any period
            thereafter;

                                       24
<PAGE>

      (c)   deliver to the Master 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 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 Master 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 Note Payment Date. The Master 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 Issuer Conditions but the costs of giving such notice shall be borne
      by such Agent changing its office and not by the Master 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
      Master 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 Master
      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 Master 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 Master Issuer or the
      Issuer Security Trustee in respect of the 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 Issuer Priority of Payments and there will be no other
      assets of the Master Issuer available for any further payments and
      following the realisation of the Issuer Charged Property and the
      distribution of the proceeds thereof in accordance with the Issuer Deed of
      Charge none of the parties hereto shall be entitled to take any further
      steps against the Master Issuer to recover any sums due

                                       25
<PAGE>

      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 Master Issuer in
      respect of the Issuer Charged Property (net as aforesaid) for payments to
      be made by the Master Issuer. The obligations of the Master Issuer to make
      such payments hereunder will be limited to such sums and the proceeds of
      realisation of the 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
      Master Issuer, the Issuer Security Trustee and the Note Trustee that:

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

      (b)   save as provided in the Issuer Deed of Charge, 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 Master Issuer or join any other person in
            instituting against Master the Issuer any winding-up,
            administration, reorganisation, liquidation, bankruptcy, insolvency
            or other proceedings of the Master Issuer for so long as the Issuer
            Notes are outstanding and until two years and one day has elapsed
            after all amounts outstanding under the Issuer Secured Obligations
            have been paid in full.

16.3  Payment to Issuer Security Trustee: Each of the Agents hereby undertakes
      with the Issuer Security Trustee, the Note Trustee and the Master Issuer
      that if, whether in the liquidation of the Master Issuer or otherwise any
      payment is made to or amount recovered by any Agent otherwise than in
      accordance with the Issuer Deed of Charge, the amount so paid or recovered
      shall be paid by such Agent to the Issuer Security 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 Master Issuer, to Granite Master Issuer plc, c/o
            Fifth Floor, 100 Wood Street, London EC2V 7EX (facsimile number 020
            7606 0643) for the attention of: the Company Secretary with a copy
            to Northern Rock plc, Northern Rock House, Gosforth, Newcastle upon
            Tyne NE3 4PL (facsimile number 0191 213 2203) for the attention of
            the Group Secretary;

      (b)   in the case of the Note Trustee or the Issuer Security Trustee, to
            The Bank of New York (London Branch) at 40th Floor, One Canada
            Square, London E14

                                       26
<PAGE>

      5AL (facsimile number 020 7964 4637) for the attention of the Trustee
      Administration Manager;

      (c)   in the case of the 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.

                                       27
<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
      Master 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.



                                       28
<PAGE>

                                   SCHEDULE 1

<PAGE>

                         SPECIFIED OFFICES OF THE AGENTS

The Principal Paying Agent

Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB


The US Paying Agent

Citibank, N.A.
Agency and Trust
14th Floor, 388 Greenwich Street
New York N.Y. 10013
U.S.A.


The Agent Bank

Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB


The Registrar

Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB


The Transfer Agent

Citibank, N.A.
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB

                                       29
<PAGE>

                                   SCHEDULE 2

                REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
                        REGISTRATION OF THE ISSUER NOTES

1.    The Issuer Notes are in their respective Authorised Denominations or in
      such other denominations as the Note Trustee shall determine and notify to
      the relevant Noteholders. Each Issuer Note shall be held in the applicable
      Authorised Holding.

2.    Subject to paragraphs 4, 6 and 11 below, an 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 an 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 an Issuer
      Note shall conform to any list of duly authorised specimen signatures
      supplied by the holder of such 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 an Issuer Note to be registered
      during the period of 15 calendar days ending on a Note Payment Date in
      respect of such Issuer Note.

5.    No Noteholder which has executed a Form of Proxy in relation to any
      Meeting may require the transfer of an 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 an 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 persons recognised by the Master Issuer as
      having any title to such Issuer Note.

7.    Any person becoming entitled to any Issuer Notes in consequence of the
      death or bankruptcy of the holder of such Issuer Notes may, upon producing
      such evidence that he holds the position in respect of which he proposes
      to act under this paragraph

                                       30
<PAGE>

      or of his title as the Registrar or the Transfer Agent shall require
      (including legal opinions), become registered himself as the holder of
      such Issuer Notes or, subject to the provisions of these Regulations, the
      Issuer Notes and the relevant Issuer Conditions as to transfer, may
      transfer such Issuer Notes. The Master Issuer, the Transfer Agent and the
      Registrar shall be at liberty to retain any amount payable upon the Issuer
      Notes to which any person is so entitled until such person shall be
      registered as aforesaid or shall duly transfer such Issuer Notes.

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

9.    The joint holders of any 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 Issuer Notes may transfer all or part of his holding provided
      that both the principal amount of Issuer Notes transferred and the
      principal amount of the balance transferred are in an amount equal to an
      Authorised Denomination. Where a holder of 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 Master Issuer, the Transfer Agent and the Registrar shall, save in the
      case of the issue of replacement Issuer Notes pursuant to the Issuer
      Conditions, make no charge to the holders for the registration of any
      holding of Issuer Notes or any transfer thereof or for the issue of any
      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 an 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 Issuer Note transferred are
      presented to the Transfer Agent and/or the Registrar in accordance with
      the Issuer Paying Agency and Agent Bank Agreement and these Regulations
      and subject to unforeseen 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 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"

                                       31
<PAGE>

      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 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
            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 Issuer Note; and

      (d)   if the Master 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 Issuer Notes; or

      (b)   the transfer of 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 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:

      "THIS 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 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

                                       32
<PAGE>

      FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES."

                                       33
<PAGE>

                                   SCHEDULE 3
                      FORM OF CALCULATION AGENCY AGREEMENT




                                    Dated [o]



                            GRANITE MASTER ISSUER PLC
                                as Master Issuer

                              THE BANK OF NEW YORK
                                 as Note Trustee

                                       and

                                       [o]
                              as Calculation Agent





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

                          CALCULATION AGENCY AGREEMENT

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





                                  SIDLEY AUSTIN
                                 ------------|
                                      SIDLEY |

<PAGE>

<TABLE>
<CAPTION>
                                                    CONTENTS

<S>      <C>                                                                                                <C>
1.       Definitions and Interpretation......................................................................1

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

3.       The Issuer Notes; Authentication....................................................................2

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

5.       Exchanges of Global Note Certificates and Delivery of Individual Note Certificates..................7

6.       Replacement Note Certificates.......................................................................8

7.       Payments to the Paying Agents.......................................................................9

8.       Payments to Noteholders............................................................................10

9.       Transfers of Issuer Notes..........................................................................13

10.      Miscellaneous Duties of the Agents.................................................................15

11.      Agents to act for Note Trustee.....................................................................18

12.      Fees and Expenses..................................................................................19

13.      Terms of Appointment...............................................................................20

14.      No Liability for Consequential Loss................................................................21

15.      Termination of Appointment.........................................................................22

16.      Non-Petition and Limited Recourse..................................................................25

17.      Notices............................................................................................26

18.      Third Party Rights.................................................................................27

19.      Time of the Essence................................................................................27

20.      Variation and Waiver...............................................................................27

21.      Execution in Counterparts; Severability............................................................27

22.      Governing Law and Jurisdiction; Process Agent; Appropriate Forum...................................28

23.      Exclusion of Liability.............................................................................28

SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS..................................................................29

SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND REGISTRATION OF THE ISSUER NOTES...............30

SCHEDULE 3 FORM OF CALCULATION AGENCY AGREEMENT.............................................................34
</TABLE>

<PAGE>

THIS AGREEMENT is dated [o]

BETWEEN:

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

(2)   THE BANK OF NEW YORK acting through its office at 40th Floor, One Canada
      Square, London, E14 5AL (acting in its capacity as note trustee, the "Note
      Trustee"); and

(3)   [o] of [o] (the "Calculation Agent", which expression shall include any
      successor calculation agent appointed under this Agreement).

IT IS AGREED:

1.    Appointment Of The Calculation Agent

      The Calculation Agent is appointed, and the Calculation Agent agrees to
      act, as Calculation Agent in respect of each Series of Issuer Notes
      described in the Schedule (the "Relevant Issuer Notes") for the purposes
      set out in Clause 2 and on the terms of this Agreement. The agreement of
      the parties that this Agreement is to apply to each Series of Relevant
      Issuer Notes shall be evidenced by the manuscript annotation and signature
      in counterpart of the Schedule.

2.    Duties Of Calculation Agent

      The Calculation Agent shall in relation to each series of Relevant Issuer
      Notes (each a "Series") perform all the functions and duties imposed on
      the Calculation Agent by the terms and conditions of the Relevant Issuer
      Notes (the "Conditions") including endorsing the Schedule appropriately in
      relation to expenses will be separately agreed in relation to each issue
      of Relevant Issuer Notes.

3.    Expenses

      The arrangements in relation to expenses will be separately agreed in
      relation to each issue of Relevant Issuer Notes.

4.    Indemnity

4.1   The Master Issuer shall indemnify the Calculation Agent against any
      losses, liabilities, costs, claims, actions, demands or expenses
      (together, "Losses") (including, but not limited to, all reasonable costs,
      legal fees, charges and expenses (together, "Expenses") paid or incurred
      in disputing or defending any Losses) which it may incur or which may be
      made against it as a result of or in connection with its appointment or
      the exercise of its powers and duties under this Agreement except for any
      Losses or Expenses resulting from its own default, negligence or bad faith
      or that of its officers, directors or employees.

4.2   The Calculation Agent shall indemnify the Master Issuer against any Losses
      and Expenses which the Master Issuer may incur or which may be made
      against the

<PAGE>

      Master Issuer as a result of the breach by the Calculation Agent of the
      terms of this Agreement or its default, negligence or bad faith or that of
      its officers, directors or employees or the breach by any of them of the
      terms of this Agreement.

4.3   Except as provided in subclause 4.2 above, the Calculation Agent in acting
      hereunder shall incur no liability in respect of any action taken, omitted
      or suffered to be taken in good faith in reliance upon:

      (a)   the written advice of any lawyer or professional adviser;

      (b)   any instruction, request or order from the Master Issuer or the Note
            Trustee; or

      (c)   any relevant Issuer Note, notice, direction, consent, certificate,
            affidavit, endorsement, assignment, statement, resolution, letter,
            telex, facsimile transaction or other paper or document which it
            reasonably believes to be genuine and signed by the proper party or
            parties.

5.    Conditions Of Appointment

5.1   In acting under this Agreement and in connection with the Relevant Issuer
      Notes, the Calculation Agent shall act solely as an agent of the Master
      Issuer, and, in the circumstances described in sub clause 5.2, the Note
      Trustee and will not assume any obligations towards or relationship of
      agency or trust for or with any of the owners or holders of the Relevant
      Issuer Notes.

5.2   At any time after an Issuer Event of Default or Potential Issuer Event of
      Default shall have occurred and is continuing or the Note Trustee shall
      have received any money from the Master Issuer which it proposes to pay
      under the Issuer Trust Deed to the relevant Noteholders, the Note Trustee
      may:

      (a)   by notice in writing to the Master Issuer and the Calculation Agent
            require the Calculation Agent pursuant to this Agreement to act
            thereafter as Calculation Agent of the Note Trustee in relation to
            payments of such moneys to be made by or on behalf of the Note
            Trustee under the terms of these presents mutatis mutandis on the
            terms provided in this Agreement (save that the Note Trustee's
            liability under any provisions of this Agreement for the
            indemnification, remuneration and payment of out-of-pocket expenses
            of the Calculation Agent shall be limited to the amounts for the
            time being held by the Note Trustee on the trusts of these presents
            relating to the Issuer Notes of the relevant Series and available
            for the purpose) and thereafter to hold all Issuer Notes and all
            sums, documents and records held by it in respect of Issuer Notes on
            behalf of the Note Trustee; or

      (b)   by notice in writing to the Master Issuer require it to make all
            subsequent payments in respect of the Issuer Notes to or to the
            order of the Note Trustee and not to the Principal Paying Agent and
            with effect from the issue of any such notice to the Master Issuer
            and the Group Guarantors.

5.3   In relation to each issue of Relevant Issuer Notes, the Calculation Agent
      shall be obliged to perform the duties and only the duties specifically
      stated in this Agreement and the Issuer Conditions and no implied duties
      or obligations shall be read into this

                                       2
<PAGE>

      Agreement or the Conditions against the Calculation Agent, other than the
      duty to act honestly and in good faith and to exercise the diligence of a
      reasonably prudent expert in comparable circumstances.

5.4   The Calculation Agent may consult with legal and other professional
      advisers and the opinion of the advisers shall be full and complete
      protection in respect of any action taken, omitted or suffered under this
      Agreement in good faith and in accordance with the opinion of the
      advisers.

5.5   The Calculation Agent shall be protected and shall incur no liability in
      respect of any action taken, omitted or suffered in reliance on any
      instruction from the Master Issuer or the Note Trustee or any document
      which it reasonably believes to be genuine and to have been delivered by
      the proper party or on written instructions from the Issuer or the Note
      Trustee.

5.6   The Calculation Agent and any of its officers, directors and employees may
      become the owner of, or acquire any interest in, any Issuer Notes (if any)
      with the same rights that it or he would have had if the Calculation Agent
      were not appointed under this Agreement, and may engage or be interested
      in any financial or other transaction with the Master Issuer and may act
      on, or as depositary, trustee or agent for, any committee or body of
      holders of Issuer Notes or in connection with any other obligations of the
      Master Issuer as freely as if the Calculation Agent were not appointed
      under this Agreement.

6.    Termination Of Appointment

6.1   The Master Issuer may, with the prior written approval of the Note
      Trustee, terminate the appointment of the Calculation Agent at any time by
      giving to the Calculation Agent at least 60 days' prior written notice to
      that effect, provided that, so long as any of the Relevant Issuer Notes is
      outstanding:

      (a)   the notice shall not expire less than 45 days before the date on
            which any calculation is due to be made in respect of any Relevant
            Issuer Notes; and

      (b)   notice shall be given in accordance with the Conditions to the
            holders of the Relevant Issuer Notes at least 45 days before any
            removal of the Calculation Agent.

6.2   Notwithstanding the provisions of subclause 6.1, if at any time:

      (a)   the Calculation Agent becomes incapable of acting, or is adjusted
            bankrupt or insolvent, or files a voluntary petition in bankruptcy
            or makes an assignment for the benefit of its creditors or consents
            to the appointment of an administrator, liquidator or administrative
            or other receiver of all or any substantial part of its property, or
            admits in writing its inability to pay or meet its debts as they may
            mature or suspends payments of its debts, or if any order of any
            court is entered approving any petition filed by or against it under
            the provisions of any applicable bankruptcy or insolvency law or if
            a receiver of it or a substantial part of its property is appoint or
            if any officer takes charge or control of the Calculation Agent or
            of its property or affairs for the purpose of rehabilitation,
            conservation or liquidation; or

                                       3
<PAGE>

      (b)   the Calculation Agent fails duly to perform any function or duty
            imposed on it by the Conditions and this Agreement,

      the Master Issuer, with the prior written approval of the Note Trustee,
      may immediately without notice terminate the appointment of the
      Calculation Agent, in which event notice of the termination shall be given
      to the holders of the Relevant Issuer Notes in accordance with the Issuer
      Conditions as soon as practicable.

6.3   The termination of the appointment of the Calculation Agent under
      subclause 6.1 or 6.2 shall not entitle the Calculation Agent to any amount
      by way of compensation but shall be without prejudice to any amount then
      accrued due.

6.4   The Calculation Agent may resign its appointment under this Agreement at
      any time by giving to the Master Issuer and the Note Trustee at least 90
      days prior written notice to that effect. Following receipt of a notice of
      resignation from the Calculation Agent, the Master Issuer shall promptly
      give notice of the resignation to the holders of the Relevant Issuer Notes
      in accordance with the Issuer Conditions.

6.5   Notwithstanding the provisions of subclauses 6.1, 6.2 and 6.4, so long as
      any of the Relevant Issuer Notes is outstanding, the termination of the
      appointment of the Calculation Agent (whether by the Master Issuer or by
      the resignation of the Calculation Agent) shall not be effective unless
      upon the expiry of the relevant notice a successor Calculation Agent
      approved in writing by the Note Trustee has been appointed. The Master
      Issuer agrees with the Calculation Agent that if, by the day falling 10
      days before the expiry of any notice under subclause 6.4, the Master
      Issuer has not appointed a replacement Calculation Agent approved in
      writing by the Note Trustee, the Calculation Agent shall be entitled, on
      behalf of the Master Issuer to appoint as a successor Calculation Agent in
      its place a reputable financial institution of good standing which the
      Master Issuer and the Note Trustee shall approve.

6.6   Upon its appointment becoming effective, a successor Calculation Agent
      shall without further action, become vested with all the authority,
      rights, powers, duties and obligations of its predecessor with the same
      effect as if originally named as the Calculation Agent under this
      Agreement.

6.7   If the appointment of the Calculation Agent under this Agreement is
      terminated (whether by the Master Issuer or by the resignation of the
      Calculation Agent), the Calculation Agent shall on the date on which the
      termination takes effect deliver to the successor Calculation Agent any
      records concerning the Relevant Issuer Notes maintained by it (except
      those documents and records which it is obliged by law or regulation to
      retain or not to release), but shall have no other duties or
      responsibilities under this Agreement.

6.8   Any corporation into which the Calculation Agent may be merged or
      converted, or any corporation with which the Calculation Agent may be
      consolidated, or any corporation resulting from any merger, conversion or
      consolidation to which the Calculation Agent shall be a party, or any
      corporation to which the Calculation Agent shall sell or otherwise
      transfer all or substantially all of its assets shall, on the date when
      the merger, consolidation or transfer becomes effective and to the extent
      permitted by any applicable laws, becomes the successor Calculation Agent
      under this Agreement without the execution or fling of any paper or any
      further act on the part of

                                       4
<PAGE>

      any of the parties to this Agreement, unless otherwise required by the
      Master Issuer and after the said effective date all references in this
      Agreement to the Calculation Agent shall be deemed to be references to
      such successor corporation. Written notice of any such merger, conversion,
      consolidation or transfer shall immediately be given to the Master Issuer,
      the Note Trustee, the Principal Paying Agent and the Rating Agencies by
      the Calculation Agent.

7.    Communications

7.1   All communications shall be by telex, fax or letter delivered by hand.
      Each communication shall be made to the relevant party at the telex
      number, fax number or address and marked for the attention of the person
      or department from time to time specified in writing by that party to the
      others for the purpose. The initial telex number, fax number and person or
      department so specified by each party are set out in Clause 17 of the
      Issuer Paying Agent and Agent Bank Agreement or, in the case of the
      Calculation Agent, on the signature page of this Agreement.

7.2   A communication shall be deemed received (if by telex) when a confirmed
      answerback is received at the end of the transmission, (if by fax) when an
      acknowledgement of receipt is received or (if by letter) when delivered,
      in each case in the manner required by this clause. However, if a
      communication is received after business hours on any business day or on a
      day which is not a business day in the place of receipt it shall be deemed
      to be received and become effective at the opening of business on the next
      business day in the place of receipt. Every communication shall be
      irrevocable save in respect of any manifest error in it.

8.    Change Of Note Trustee

8.1   If there is any change in the identity of the Note Trustee in accordance
      with the Issuer Trust Deed, the parties of this Agreement shall execute
      such documents and take such action as the successor Note Trustee and the
      outgoing Note Trustee may reasonably require for the purpose of vesting in
      the successor Note Trustee the rights of the outgoing Note Trustee under
      this Agreement.

8.2   It is hereby acknowledged and agreed that by its execution of this
      Agreement the Note Trustee shall not assume or have any obligations or
      liabilities to any of the other parties hereto under this Agreement and
      that the Note Trustee has agreed to become a party to this Agreement for
      the purpose only of taking the benefit of this Agreement and agreeing to
      amendments thereto. Any liberty or right which may be exercised or any
      determination which may be made under this Agreement by the Note Trustee
      may be exercised or made in the Note Trustee's absolute discretion without
      any obligation to give reasons therefor, and the Note Trustee shall not be
      responsible for any Liability occasioned by so acting but subject always
      to the provisions of clause 18 of the Issuer Trust Deed. 9. Descriptive
      Headings And Counterparts

9.1   The descriptive headings in this Agreement are for convenience of
      reference only and shall not define or limit the provisions hereof.

9.2   This Agreement may be executed in any number of counterparts, and this has
      the same

                                       5
<PAGE>

      effect as if the signatures on the counterparts were on a single copy of
      this Agreement.

10.   Non-Petition and Limited Recourse

10.1  Limited Recourse: Each party hereto agrees that notwithstanding any other
      provisions hereof, all payments to be made by the Master 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 Master Issuer or the
      Issuer Security Trustee in respect of the 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 Issuer Priority of Payments and there will be no other
      assets of the Master Issuer available for any further payments and
      following the realisation of the Issuer Charged Property and the
      distribution of the proceeds thereof in accordance with the Issuer Deed of
      Charge none of the parties hereto shall be entitled to take any further
      steps against the Master 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 Master Issuer in respect of the
      Issuer Charged Property (net as aforesaid) for payments to be made by the
      Master Issuer. The obligations of the Master Issuer to make such payments
      hereunder will be limited to such sums and the proceeds of realisation of
      the Issuer Charged Property (net as aforesaid) and the parties hereto will
      have no further recourse in respect thereof.

10.2  Non-Petition: The Calculation Agent hereby covenants and agrees with the
      Master Issuer, the Issuer Security Trustee and the Note Trustee that:

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

      (b)   save as provided in the Issuer Deed of Charge, 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 Master Issuer or join any other person in
            instituting against Master the Issuer any winding-up,
            administration, reorganisation, liquidation, bankruptcy, insolvency
            or other proceedings of the Master Issuer for so long as the Issuer
            Notes are outstanding and until two years and one day has elapsed
            after all amounts outstanding under the Issuer Secured Obligations
            have been paid in full.

11.   Contracts (Rights Of Third Parties) Act 1999

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

12.   Governing Law

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

                                       6
<PAGE>

THIS AGREEMENT has been entered into on the date stated at the beginning of this
Agreement.

<TABLE>
<CAPTION>
<S>                                                                  <C>
The Master Issuer

Executed by
GRANITE MASTER ISSUER PLC
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
                                                                               -----------------------------------------------------



The Calculation Agent

Executed by
[o]
as follows:
[o]
                                                                     By
                                                                               -----------------------------------------------------
                                                                               Duly Authorised Attorney/Signatory
                                                                     Name
                                                                               -----------------------------------------------------

[Address of Calculation Agent]
Telephone Number: [o]
Fax Number:       [o]
</TABLE>

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                            SCHEDULE TO THE CALCULATION AGENCY AGREEMENT


---------------------- ----------------------- ------------------------ ----------------------------- -----------------------------
<S>                    <C>                     <C>                      <C>                           <C>
Series number          Issue Date              Maturity Date            Title and Nominal Amount      Annotation by Calculation
                                                                                                      Agent/Issuer
---------------------- ----------------------- ------------------------ ----------------------------- -----------------------------
</TABLE>

                                        8
<PAGE>

                                 EXECUTION PAGE


as Master Issuer
EXECUTED for and on behalf of                         )
GRANITE MASTER ISSUER PLC                             )
acting by a director                                  )

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


Name:





as Agent Bank, Principal Paying Agent, Registrar and Transfer Agent
EXECUTED for and on behalf of                         )
CITIBANK, N.A.                                        )
by                                                    )

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


Name:





as US Paying Agent

EXECUTED for and on behalf of                         )
CITIBANK N.A.                                         )
by                                                    )

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


Name:





as Issuer Security Trustee and Note Trustee
EXECUTED for and on behalf of                         )
THE BANK OF NEW YORK                                  )
by                                                    )

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


Name: