Exhibit 10.2.1



                           Agreed Form Cover Sheet

                              dated 18 May 2007,
                                    ------


attaching:

1.  the form of 1992 ISDA Master Agreement (Multicurrency - Cross Border);

2.  the Agreed Form Schedule thereto (Sidley Austin document number:
    1675671v.4);

3.  the form of 1995 ISDA Credit and Support Annex (Bilateral Form - Transfer)
    (the "CSA pre-printed form") forming part of the Schedule; and

4.  the Agreed Form Paragraph 1 I (Sidley Austin document number: 1682953v.4)
    to the CSA pre-printed form,

between

(1) DEUTSCHE BANK AG, LONDON BRANCH; and

(2) GRANITE MASTER ISSUER plc, and

signed for the purposes of identification by:



/s/ J Page  /s/ M Wallis
----------------------------

DUETSCHE BANK AG, LONDON BRANCH

on 18 May 2007; and
   -----------


/s/ Sidley Austin (UK) LLP
----------------------------

SIDLEY AUSTIN (UK) LLP

on 18 May 2007.
   ------

<PAGE>

(Multicurrency -- Cross Border)

                                     ISDA(R)

                 International Swap Dealers Association, Inc.

                               MASTER AGREEMENT

         dated as of the Effective Date specified in the Confirmation
                     ............................

Deutsche Bank AG, London Branch                      Granite Master Issuer plc
("Party A")                                          ("Party B")
...........................................and ................................


have entered and/or anticipate entering into one or more transactions (each a
"Transaction") that are or will be governed by this Master Agreement, which
includes the schedule (the "Schedule"), and the documents and other confirming
evidence (each a "Confirmation") exchanged between the parties confirming
those Transactions.

Accordingly, the parties agree as follows: --

1.    Interpretation

(a)   Definitions. The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)   Inconsistency. In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)   Single Agreement. All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.    Obligations

(a)   General Conditions.

      (i) Each party will make each payment or delivery specified in each
      Confirmation to be made by it, subject to the other provisions of this
      Agreement.

      (ii) Payments under this Agreement will be made on the due date for
      value on that date in the place of the account specified in the relevant
      Confirmation or otherwise pursuant to this Agreement, in freely
      transferable funds and in the manner customary for payments in the
      required currency. Where settlement is by delivery (that is, other than
      by payment), such delivery will be made for receipt on the due date in
      the manner customary for the relevant obligation unless otherwise
      specified in the relevant Confirmation or elsewhere in this Agreement.

      (iii) Each obligation of each party under Section 2(a)(i) is subject to
      (1) the condition precedent that no Event of Default or Potential Event
      of Default with respect to the other party has occurred and is
      continuing, (2) the condition precedent that no Early Termination Date
      in respect of the relevant Transaction has occurred or been effectively
      designated and (3) each other applicable condition precedent specified
      in this Agreement.


      Copyright (C) 1992 by International Swap Dealers Association, Inc.

<PAGE>

(b)   Change of Account. Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a
reasonable objection to such change.

(c)   Netting. If on any date amounts would otherwise be payable:

      (i) in the same currency; and

      (ii) in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to
make payment of any such amount will be automatically satisfied and discharged
and, if the aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been payable by
the other party, replaced by an obligation upon the party by whom the larger
aggregate amount would have been payable to pay to the other party the excess
of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be
made in the Schedule or a Confirmation by specifying that subparagraph (ii)
above will not apply to the Transactions identified as being subject to the
election, together with the starting date (in which case subparagraph (ii)
above will not, or will cease to, apply to such Transactions from such date).
This election may be made separately for different groups of Transactions and
will apply separately to each pairing of Offices through which the parties
make and receive payments or deliveries.

(d)   Deduction or Withholding for Tax.

      (i) Gross-Up. All payments under this Agreement will be made without any
      deduction or withholding for or on account of any Tax unless such
      deduction or withholding is required by any applicable law, as modified
      by the practice of any relevant governmental revenue authority, then in
      effect. If a party is so required to deduct or withhold, then that party
      ("X") will:

            (1) promptly notify the other party ("Y") of such requirement;

            (2) pay to the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to be
            deducted or withheld from any additional amount paid by X to Y
            under this Section 2(d)) promptly upon the earlier of determining
            that such deduction or withholding is required or receiving notice
            that such amount has been assessed against Y;

            (3) promptly forward to Y an official receipt (or a certified
            copy), or other documentation reasonably acceptable to Y,
            evidencing such payment to such authorities; and

            (4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to
            the payment to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary to ensure that the net
            amount actually received by Y (free and clear of Indemnifiable
            Taxes, whether assessed against X or Y) will equal the full amount
            Y would have received had no such deduction or withholding been
            required. However, X will not be required to pay any additional
            amount to Y to the extent that it would not be required to be paid
            but for:

                  (A) the failure by Y to comply with or perform any agreement
                  contained in Section 4(a)(i), 4(a)(iii) or 4(d); or

                  (B) the failure of a representation made by Y pursuant to
                  Section 3(f) to be accurate and true unless such failure
                  would not have occurred but for (I) any action taken by a
                  taxing authority, or brought in a court of competent
                  jurisdiction, on or after the date on which a Transaction is
                  entered into (regardless of whether such action is taken or
                  brought with respect to a party to this Agreement) or (II) a
                  Change in Tax Law.



                                      2                           ISDA(R) 1992
<PAGE>

      (ii) Liability. If: --

            (1) X is required by any applicable law, as modified by the
            practice of any relevant governmental revenue authority, to make
            any deduction or withholding in respect of which X would not be
            required to pay an additional amount to Y under Section
            2(d)(i)(4);

            (2) X does not so deduct or withhold; and

            (3) a liability resulting from such Tax is assessed directly
            against X,

      then, except to the extent Y has satisfied or then satisfies the
      liability resulting from such Tax, Y will promptly pay to X the amount
      of such liability (including any related liability for interest, but
      including any related liability for penalties only if Y has failed to
      comply with or perform any agreement contained in Section 4(a)(i),
      4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts. Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant
Transaction, a party that defaults in the performance of any payment
obligation will, to the extent permitted by law and subject to Section 6(c),
be required to pay interest (before as well as after judgment) on the overdue
amount to the other party on demand in the same currency as such overdue
amount, for the period from (and including) the original due date for payment
to (but excluding) the date of actual payment, at the Default Rate. Such
interest will be calculated on the basis of daily compounding and the actual
number of days elapsed. If, prior to the occurrence or effective designation
of an Early Termination Date in respect of the relevant Transaction, a party
defaults in the performance of any obligation required to be settled by
delivery, it will compensate the other party on demand if and to the extent
provided for in the relevant Confirmation or elsewhere in this Agreement.

3.    Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered
into and, in the case of the representations in Section 3(f), at all times
until the termination of this Agreement) that:

(a)   Basic Representations.

      (i) Status. It is duly organised and validly existing under the laws of
      the jurisdiction of its organisation or incorporation and, if relevant
      under such laws, in good standing;

      (ii) Powers. It has the power to execute this Agreement and any other
      documentation relating to this Agreement to which it is a party, to
      deliver this Agreement and any other documentation relating to this
      Agreement that it is required by this Agreement to deliver and to
      perform its obligations under this Agreement and any obligations it has
      under any Credit Support Document to which it is a party and has taken
      all necessary action to authorise such execution, delivery and
      performance;

      (iii) No Violation or Conflict. Such execution, delivery and performance
      do not violate or conflict with any law applicable to it, any provision
      of its constitutional documents, any order or judgment of any court or
      other agency of government applicable to it or any of its assets or any
      contractual restriction binding on or affecting it or any of its assets;

      (iv) Consents. All governmental and other consents that are required to
      have been obtained by it with respect to this Agreement or any Credit
      Support Document to which it is a party have been obtained and are in
      full force and effect and all conditions of any such consents have been
      complied with; and

      (v) Obligations Binding. Its obligations under this Agreement and any
      Credit Support Document to which it is a party constitute its legal,
      valid and binding obligations, enforceable in accordance with their
      respective terms (subject to applicable bankruptcy, reorganisation,
      insolvency, moratorium or similar laws affecting creditors' rights
      generally and subject, as to enforceability, to equitable principles of
      general application (regardless of whether enforcement is sought in a
      proceeding in equity or at law)).



                                      3                           ISDA(R) 1992
<PAGE>

(b)   Absence of Certain Events. No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has
occurred and is continuing and no such event or circumstance would occur as a
result of its entering into or performing its obligations under this Agreement
or any Credit Support Document to which it is a party.

(c)   Absence of Litigation. There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding
at law or in equity or before any court, tribunal, governmental body, agency
or official or any arbitrator that is likely to affect the legality, validity
or enforceability against it of this Agreement or any Credit Support Document
to which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)   Accuracy of Specified Information. All applicable information that is
furnished in writing by or on behalf of it to the other party and is
identified for the purpose of this Section 3(d) in the Schedule is, as of the
date of the information, true, accurate and complete in every material
respect.

(e)   Payer Tax Representation. Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)   Payee Tax Representations. Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.    Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:

(a)   Furnish Specified Information. It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:

      (i) any forms, documents or certificates relating to taxation specified
      in the Schedule or any Confirmation;

      (ii) any other documents specified in the Schedule or any Confirmation;
      and

      (iii) upon reasonable demand by such other party, any form or document
      that may be required or reasonably requested in writing in order to
      allow such other party or its Credit Support Provider to make a payment
      under this Agreement or any applicable Credit Support Document without
      any deduction or withholding for or on account of any Tax or with such
      deduction or withholding at a reduced rate (so long as the completion,
      execution or submission of such form or document would not materially
      prejudice the legal or commercial position of the party in receipt of
      such demand), with any such form or document to be accurate and
      completed in a manner reasonably satisfactory to such other party and to
      be executed and to be delivered with any reasonably required
      certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified, as soon as reasonably practicable.

(b)   Maintain Authorisations. It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)   Comply with Laws. It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)   Tax Agreement. It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of
such failure.

(e)   Payment of Stamp Tax. Subject to Section II, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of
this Agreement by a jurisdiction in which it is incorporated,



                                      4                           ISDA(R) 1992
<PAGE>

organised, managed and controlled, or considered to have its seat, or in which
a branch or office through which it is acting for the purpose of this
Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other
party against any Stamp Tax levied or imposed upon the other party or in
respect of the other party's execution or performance of this Agreement by any
such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with
respect to the other party.

5.    Events of Default and Termination Events

(a)   Events of Default. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any of the following events constitutes an event of
default (an "Event of Default") with respect to such party:

      (i) Failure to Pay or Deliver. Failure by the party to make, when due,
      any payment under this Agreement or delivery under Section 2(a)(i) or
      2(e) required to be made by it if such failure is not remedied on or
      before the third Local Business Day after notice of such failure is
      given to the party;

      (ii) Breach of Agreement. Failure by the party to comply with or perform
      any agreement or obligation (other than an obligation to make any
      payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
      or to give notice of a Termination Event or any agreement or obligation
      under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
      performed by the party in accordance with this Agreement if such failure
      is not remedied on or before the thirtieth day after notice of such
      failure is given to the party;

      (iii) Credit Support Default.

            (1) Failure by the party or any Credit Support Provider of such
            party to comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance with any Credit
            Support Document if such failure is continuing after any
            applicable grace period has elapsed;

            (2) the expiration or termination of such Credit Support Document
            or the failing or ceasing of such Credit Support Document to be in
            full force and effect for the purpose of this Agreement (in either
            case other than in accordance with its terms) prior to the
            satisfaction of all obligations of such party under each
            Transaction to which such Credit Support Document relates without
            the written consent of the other party; or

            (3) the party or such Credit Support Provider disaffirms,
            disclaims, repudiates or rejects, in whole or in part, or
            challenges the validity of, such Credit Support Document;

      (iv) Misrepresentation. A representation (other than a representation
      under Section 3(e) or (f)) made or repeated or deemed to have been made
      or repeated by the party or any Credit Support Provider of such party in
      this Agreement or any Credit Support Document proves to have been
      incorrect or misleading in any material respect when made or repeated or
      deemed to have been made or repeated;

      (v) Default under Specified Transaction. The party, any Credit Support
      Provider of such party or any applicable Specified Entity of such party
      (I) defaults under a Specified Transaction and, after giving effect to
      any applicable notice requirement or grace period, there occurs a
      liquidation of, an acceleration of obligations under, or an early
      termination of, that Specified Transaction, (2) defaults, after giving
      effect to any applicable notice requirement or grace period, in making
      any payment or delivery due on the last payment, delivery or exchange
      date of, or any payment on early termination of, a Specified Transaction
      (or such default continues for at least three Local Business Days if
      there is no applicable notice requirement or grace period) or (3)
      disaffirms, disclaims, repudiates or rejects, in whole or in part, a
      Specified Transaction (or such action is taken by any person or entity
      appointed or empowered to operate it or act on its behalf);

      (vi) Cross Default. If "Cross Default" is specified in the Schedule as
      applying to the party, the occurrence or existence of (1) a default,
      event of default or other similar condition or event (however



                                      5                           ISDA(R) 1992
<PAGE>

      described) in respect of such party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party under one or more
      agreements or instruments relating to Specified Indebtedness of any of
      them (individually or collectively) in an aggregate amount of not less
      than the applicable Threshold Amount (as specified in the Schedule)
      which has resulted in such Specified Indebtedness becoming, or becoming
      capable at such time of being declared, due and payable under such
      agreements or instruments, before it would otherwise have been due and
      payable or (2) a default by such party, such Credit Support Provider or
      such Specified Entity (individually or collectively) in making one or
      more payments on the due date thereof in an aggregate amount of not less
      than the applicable Threshold Amount under such agreements or
      instruments (after giving effect to any applicable notice requirement or
      grace period);

      (vii) Bankruptcy. The party, any Credit Support Provider of such party
      or any applicable Specified Entity of such party: --

            (I) is dissolved (other than pursuant to a consolidation,
            amalgamation or merger); (2) becomes insolvent or is unable to pay
            its debts or fails or admits in writing its inability generally to
            pay its debts as they become due; (3) makes a general assignment,
            arrangement or composition with or for the benefit of its
            creditors; (4) institutes or has instituted against it a
            proceeding seeking a judgment of insolvency or bankruptcy or any
            other relief under any bankruptcy or insolvency law or other
            similar law affecting creditors' rights, or a petition is
            presented for its winding-up or liquidation, and, in the case of
            any such proceeding or petition instituted or presented against
            it, such proceeding or petition (A) results in a judgment of
            insolvency or bankruptcy or the entry of an order for relief or
            the making of an order for its winding-up or liquidation or (B) is
            not dismissed, discharged, stayed or restrained in each case
            within 30 days of the institution or presentation thereof; (5) has
            a resolution passed for its winding-up, official management or
            liquidation (other than pursuant to a consolidation, amalgamation
            or merger); (6) seeks or becomes subject to the appointment of an
            administrator, provisional liquidator, conservator, receiver,
            trustee, custodian or other similar official for it or for all or
            substantially all its assets; (7) has a secured party take
            possession of all or substantially all its assets or has a
            distress, execution, attachment, sequestration or other legal
            process levied, enforced or sued on or against all or
            substantially all its assets and such secured party maintains
            possession, or any such process is not dismissed, discharged,
            stayed or restrained, in each case within 30 days thereafter; (8)
            causes or is subject to any event with respect to it which, under
            the applicable laws of any jurisdiction, has an analogous effect
            to any of the events specified in clauses (1) to (7) (inclusive);
            or (9) takes any action in furtherance of, or indicating its
            consent to, approval of, or acquiescence in, any of the foregoing
            acts; or

      (viii) Merger Without Assumption. The party or any Credit Support
      Provider of such party consolidates or amalgamates with, or merges with
      or into, or transfers all or substantially all its assets to, another
      entity and, at the time of such consolidation, amalgamation, merger or
      transfer: --

            (1) the resulting, surviving or transferee entity fails to assume
            all the obligations of such party or such Credit Support Provider
            under this Agreement or any Credit Support Document to which it or
            its predecessor was a party by operation of law or pursuant to an
            agreement reasonably satisfactory to the other party to this
            Agreement; or

            (2) the benefits of any Credit Support Document fail to extend
            (without the consent of the other party) to the performance by
            such resulting, surviving or transferee entity of its obligations
            under this Agreement.

(b)   Termination Events. The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified
Entity of such party of any event specified below constitutes an Illegality if
the event is specified in (i) below, a Tax Event if the event is specified in
(ii) below or a Tax Event Upon Merger if the event is specified in (iii)
below, and, if specified to be applicable, a Credit Event



                                      6                           ISDA(R) 1992
<PAGE>

Upon Merger if the event is specified pursuant to (iv) below or an Additional
Termination Event if the event is specified pursuant to (v) below:

        (i) Illegality. Due to the adoption of, or any change in, any
        applicable law after the date on which a Transaction is entered into,
        or due to the promulgation of, or any change in, the interpretation by
        any court, tribunal or regulatory authority with competent
        jurisdiction of any applicable law after such date, it becomes
        unlawful (other than as a result of a breach by the party of Section
        4(b)) for such party (which will be the Affected Party): --

            (1) to perform any absolute or contingent obligation to make a
            payment or delivery or to receive a payment or delivery in respect
            of such Transaction or to comply with any other material provision
            of this Agreement relating to such Transaction; or

            (2) to perform, or for any Credit Support Provider of such party
            to perform, any contingent or other obligation which the party (or
            such Credit Support Provider) has under any Credit Support
            Document relating to such Transaction;

      (ii) Tax Event. Due to (x) any action taken by a taxing authority, or
      brought in a court of competent jurisdiction, on or after the date on
      which a Transaction is entered into (regardless of whether such action
      is taken or brought with respect to a party to this Agreement) or (y) a
      Change in Tax Law, the party (which will be the Affected Party) will, or
      there is a substantial likelihood that it will, on the next succeeding
      Scheduled Payment Date (I) be required to pay to the other party an
      additional amount in respect of an Indemnifiable Tax under Section
      2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
      or 6(e)) or (2) receive a payment from which an amount is required to be
      deducted or withheld for or on account of a Tax (except in respect of
      interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount
      is required to be paid in respect of such Tax under Section 2(d)(i)(4)
      (other than by reason of Section 2(d)(i)(4)(A) or (B));

      (iii) Tax Event Upon Merger. The party (the "Burdened Party") on the
      next succeeding Scheduled Payment Date will either (1) be required to
      pay an additional amount in respect of an Indemnifiable Tax under
      Section 2(d)(i)(4) (except in respect of interest under Section 2(e),
      6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been
      deducted or withheld for or on account of any Indemnifiable Tax in
      respect of which the other party is not required to pay an additional
      amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either
      case as a result of a party consolidating or amalgamating with, or
      merging with or into, or transferring all or substantially all its
      assets to, another entity (which will be the Affected Party) where such
      action does not constitute an event described in Section 5(a)(viii);

      (iv) Credit Event Upon Merger, If "Credit Event Upon Merger" is
      specified in the Schedule as applying to the party, such party ("X"),
      any Credit Support Provider of X or any applicable Specified Entity of X
      consolidates or amalgamates with, or merges with or into, or transfers
      all or substantially all its assets to, another entity and such action
      does not constitute an event described in Section 5(a)(viii) but the
      creditworthiness of the resulting, surviving or transferee entity is
      materially weaker than that of X, such Credit Support Provider or such
      Specified Entity, as the case may be, immediately prior to such action
      (and, in such event, X or its successor or transferee, as appropriate,
      will be the Affected Party); or (v) Additional Termination Event. If any
      "Additional Termination Event" is specified in the Schedule or any
      Confirmation as applying, the occurrence of such event (and, in such
      event, the Affected Party or Affected Parties shall be as specified for
      such Additional Termination Event in the Schedule or such Confirmation).

(c)   Event of Default and Illegality. If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an
Event of Default.



                                      7                           ISDA(R) 1992

<PAGE>

6.    Early Termination

(a)   Right to Terminate Following Event of Default. If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as
an Early Termination Date in respect of all outstanding Transactions. If,
however, "Automatic Early Termination" is specified in the Schedule as
applying to a party, then an Early Termination Date in respect of all
outstanding Transactions will occur immediately upon the occurrence with
respect to such party of an Event of Default specified in Section
5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as
of the time immediately preceding the institution of the relevant proceeding
or the presentation of the relevant petition upon the occurrence with respect
to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to
the extent analogous thereto, (8).

(b)   Right to Terminate Following Termination Event.

      (i) Notice. If a Termination Event occurs, an Affected Party will,
      promptly upon becoming aware of it, notify the other party, specifying
      the nature of that Termination Event and each Affected Transaction and
      will also give such other information about that Termination Event as
      the other party may reasonably require.

      (ii) Transfer to Avoid Termination Event. If either an Illegality under
      Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected
      Party, or if a Tax Event Upon Merger occurs and the Burdened Party is
      the Affected Party, the Affected Party will, as a condition to its right
      to designate an Early Termination Date under Section 6(b)(iv), use all
      reasonable efforts (which will not require such party to incur a loss,
      excluding immaterial, incidental expenses) to transfer within 20 days
      after it gives notice under Section 6(b)(i) all its rights and
      obligations under this Agreement in respect of the Affected Transactions
      to another of its Offices or Affiliates so that such Termination Event
      ceases to exist.

      If the Affected Party is not able to make such a transfer it will give
      notice to the other party to that effect within such 20 day period,
      whereupon the other party may effect such a transfer within 30 days
      after the notice is given under Section 6(b)(i).

      Any such transfer by a party under this Section 6(b)(ii) will be subject
      to and conditional upon the prior written consent of the other party,
      which consent will not be withheld if such other party's policies in
      effect at such time would permit it to enter into transactions with the
      transferee on the terms proposed.

      (iii) Two Affected Parties. If an Illegality under Section 5(b)(i)(I) or
      a Tax Event occurs and there are two Affected Parties, each party will
      use all reasonable efforts to reach agreement within 30 days after
      notice thereof is given under Section 6(b)(i) on action to avoid that
      Termination Event.

      (iv) Right to Terminate. If: --

            (1) a transfer under Section 6(b)(ii) or an agreement under
            Section 6(b)(iii), as the case may be, has not been effected with
            respect to all Affected Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

            (2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon
            Merger or an Additional Termination Event occurs, or a Tax Event
            Upon Merger occurs and the Burdened Party is not the Affected
            Party,

      either party in the case of an Illegality, the Burdened Party in the
      case of a Tax Event Upon Merger, any Affected Party in the case of a Tax
      Event or an Additional Termination Event if there is more than one
      Affected Party, or the party which is not the Affected Party in the case
      of a Credit Event Upon Merger or an Additional Termination Event if
      there is only one Affected Party may, by not more than 20 days notice to
      the other party and provided that the relevant Termination Event is then



                                      8                           ISDA(R) 1992
<PAGE>

      continuing, designate a day not earlier than the day such notice is
      effective as an Early Termination Date in respect of all Affected
      Transactions.

(c)   Effect of Designation.

      (i) If notice designating an Early Termination Date is given under
      Section 6(a) or (b), the Early Termination Date will occur on the date
      so designated, whether or not the relevant Event of Default or
      Termination Event is then continuing.

      (ii) Upon the occurrence or effective designation of an Early
      Termination Date, no further payments or deliveries under Section
      2(a)(i) or 2(e) in respect of the Terminated Transactions will be
      required to be made, but without prejudice to the other provisions of
      this Agreement. The amount, if any, payable in respect of an Early
      Termination Date shall be determined pursuant to Section 6(e).

(d)   Calculations.

      (i) Statement. On or as soon as reasonably practicable following the
      occurrence of an Early Termination Date, each party will make the
      calculations on its part, if any, contemplated by Section 6(e) and will
      provide to the other party a statement (1) showing, in reasonable
      detail, such calculations (including all relevant quotations and
      specifying any amount payable under Section 6(e)) and (2) giving details
      of the relevant account to which any amount payable to it is to be paid.
      In the absence of written confirmation from the source of a quotation
      obtained in determining a Market Quotation, the records of the party
      obtaining such quotation will be conclusive evidence of the existence
      and accuracy of such quotation.

      (ii) Payment Date. An amount calculated as being due in respect of any
      Early Termination Date under Section 6(e) will be payable on the day
      that notice of the amount payable is effective (in the case of an Early
      Termination Date which is designated or occurs as a result of an Event
      of Default) and on the day which is two Local Business Days after the
      day on which notice of the amount payable is effective (in the case of
      an Early Termination Date which is designated as a result of a
      Termination Event). Such amount will be paid together with (to the
      extent permitted under applicable law) interest thereon (before as well
      as after judgment) in the Termination Currency, from (and including) the
      relevant Early Termination Date to (but excluding) the date such amount
      is paid, at the Applicable Rate. Such interest will be calculated on the
      basis of daily compounding and the actual number of days elapsed.

(e)   Payments on Early Termination. If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the
Schedule of a payment measure, either "Market Quotation" or "Loss", and a
payment method, either the "First Method" or the "Second Method". If the
parties fail to designate a payment measure or payment method in the Schedule,
it will be deemed that "Market Quotation" or the "Second Method", as the case
may be, shall apply. The amount, if any, payable in respect of an Early
Termination Date and determined pursuant to this Section will be subject to
any Set-off.

      (i) Events of Default. If the Early Termination Date results from an
      Event of Default: --

            (1) First Method and Market Quotation. If the First Method and
            Market Quotation apply, the Defaulting Party will pay to the
            Non-defaulting Party the excess, if a positive number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and the
            Termination Currency Equivalent of the Unpaid Amounts owing to the
            Non-defaulting Party over (B) the Termination Currency Equivalent
            of the Unpaid Amounts owing to the Defaulting Party.

            (2) First Method and Loss. If the First Method and Loss apply, the
            Defaulting Party will pay to the Non-defaulting Party, if a
            positive number, the Non-defaulting Party's Loss in respect of
            this Agreement.

            (3) Second Method and Market Quotation. If the Second Method and
            Market Quotation apply, an amount will be payable equal to (A) the
            sum of the Settlement Amount (determined by the



                                      9                           ISDA(R) 1992
<PAGE>

            Non-defaulting Party) in respect of the Terminated Transactions
            and the Termination Currency Equivalent of the Unpaid Amounts
            owing to the Non-defaulting Party less (B) the Termination
            Currency Equivalent of the Unpaid Amounts owing to the Defaulting
            Party. If that amount is a positive number, the Defaulting Party
            will pay it to the Non-defaulting Party; if it is a negative
            number, the Non-defaulting Party will pay the absolute value of
            that amount to the Defaulting Party.

            (4) Second Method and Loss. If the Second Method and Loss apply,
            an amount will be payable equal to the Non-defaulting Party's Loss
            in respect of this Agreement. If that amount is a positive number,
            the Defaulting Party will pay it to the Non-defaulting Party; if
            it is a negative number, the Non-defaulting Party will pay the
            absolute value of that amount to the Defaulting Party.

      (ii) Termination Events. If the Early Termination Date results from a
      Termination Event: --

            (1) One Affected Party. If there is one Affected Party, the amount
            payable will be determined in accordance with Section 6(e)(i)(3),
            if Market Quotation applies, or Section 6(e)(i)(4), if Loss
            applies, except that, in either case, references to the Defaulting
            Party and to the Non-defaulting Party will be deemed to be
            references to the Affected Party and the party which is not the
            Affected Party, respectively, and, if Loss applies and fewer than
            all the Transactions are being terminated, Loss shall be
            calculated in respect of all Terminated Transactions.

            (2) Two Affected Parties. If there are two Affected Parties: --

                  (A) if Market Quotation applies, each party will determine a
                  Settlement Amount in respect of the Terminated Transactions,
                  and an amount will be payable equal to (1) the sum of (a)
                  one-half of the difference between the Settlement Amount of
                  the party with the higher Settlement Amount ("X") and the
                  Settlement Amount of the party with the lower Settlement
                  Amount ("Y") and (b) the Termination Currency Equivalent of
                  the Unpaid Amounts owing to X less (11) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to Y; and

                  (B) if Loss applies, each party will determine its Loss in
                  respect of this Agreement (or, if fewer than all the
                  Transactions are being terminated, in respect of all
                  Terminated Transactions) and an amount will be payable equal
                  to one-half of the difference between the Loss of the party
                  with the higher Loss ("X") and the Loss of the party with
                  the lower Loss ("Y").

            If the amount payable is a positive number, Y will pay it to X; if
            it is a negative number, X will pay the absolute value of that
            amount to Y.

      (iii) Adjustment for Bankruptcy. In circumstances where an Early
      Termination Date occurs because "Automatic Early Termination" applies in
      respect of a party, the amount determined under this Section 6(e) will
      be subject to such adjustments as are appropriate and permitted by law
      to reflect any payments or deliveries made by one party to the other
      under this Agreement (and retained by such other party) during the
      period from the relevant Early Termination Date to the date for payment
      determined under Section 6(d)(ii).

      (iv) Pre-Estimate. The parties agree that if Market Quotation applies an
      amount recoverable under this Section 6(e) is a reasonable pre-estimate
      of loss and not a penalty. Such amount is payable for the loss of
      bargain and the loss of protection against future risks and except as
      otherwise provided in this Agreement neither party will be entitled to
      recover any additional damages as a consequence of such losses.



                                      10                           ISDA(R) 1992
<PAGE>

7.    Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of
the other party, except that: --

(a)   a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to
any other right or remedy under this Agreement); and

(b)   a party may make such a transfer of all or any part of its interest in any
amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be
void.

8.    Contractual Currency

(a)   Payment in the Contractual Currency. Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable
law, any obligation to make payments under this Agreement in the Contractual
Currency will not be discharged or satisfied by any tender in any currency
other than the Contractual Currency, except to the extent such tender results
in the actual receipt by the party to which payment is owed, acting in a
reasonable manner and in good faith in converting the currency so tendered
into the Contractual Currency, of the full amount in the Contractual Currency
of all amounts payable in respect of this Agreement. if for any reason the
amount in the Contractual Currency so received falls short of the amount in
the Contractual Currency payable in respect of this Agreement, the party
required to make the payment will, to the extent permitted by applicable law,
immediately pay such additional amount in the Contractual Currency as may be
necessary to compensate for the shortfall. If for any reason the amount in the
Contractual Currency so received exceeds the amount in the Contractual
Currency payable in respect of this Agreement, the party receiving the payment
will refund promptly the amount of such excess.

(b)   Judgments. To the extent permitted by applicable law, if any judgment or
order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect of this
Agreement or (iii) in respect of a judgment or order of another court for the
payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party
is entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency and will refund promptly to the other party any excess of
the Contractual Currency received by such party as a consequence of sums paid
in such other currency if such shortfall or such excess arises or results from
any variation between the rate of exchange at which the Contractual Currency
is converted into the currency of the judgment or order for the purposes of
such judgment or order and the rate of exchange at which such party is able,
acting in a reasonable manner and in good faith in converting the currency
received into the Contractual Currency, to purchase the Contractual Currency
with the amount of the currency of the judgment or order actually received by
such party. The term "rate of exchange" includes, without limitation, any
premiums and costs of exchange payable in connection with the purchase of or
conversion into the Contractual Currency.

(c)   Separate Indemnities. To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the
party to which any payment is owed and will not be affected by judgment being
obtained or claim or proof being made for any other sums payable in respect of
this Agreement.

(d)   Evidence of Loss. For the purpose of this Section 8, it will be sufficient
for a party to demonstrate that it would have suffered a loss had an actual
exchange or purchase been made.



                                      11                           ISDA(R) 1992
<PAGE>

9.    Miscellaneous

(a)   Entire Agreement. This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)   Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced
by a facsimile transmission) and executed by each of the parties or confirmed
by an exchange of telexes or electronic messages on an electronic messaging
system.

(c)   Survival of Obligations. Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)   Remedies Cumulative. Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)   Counterparts and Confirmations.

      (i) This Agreement (and each amendment, modification and waiver in
      respect of it) may be executed and delivered in counterparts (including
      by facsimile transmission), each of which will be deemed an original.

      (ii) The parties intend that they are legally bound by the terms of each
      Transaction from the moment they agree to those terms (whether orally or
      otherwise). A Confirmation shall he entered into as soon as practicable
      and may he executed and delivered in counterparts (including by
      facsimile transmission) or be created by an exchange of telexes or by an
      exchange of electronic messages on an electronic messaging system, which
      in each case will be sufficient for all purposes to evidence a binding
      supplement to this Agreement. The parties will specify therein or
      through another effective means that any such counterpart, telex or
      electronic message constitutes a Confirmation.

(f)   No Waiver of Rights. A failure or delay in exercising any right, power or
privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)   Headings. The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.   Offices; Multibranch Parties

(a)   If Section 10(a) is specified in the Schedule as applying, each party that
enters into a Transaction through an Office other than its head or home office
represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organisation of such party, the
obligations of such party are the same as if it had entered into the
Transaction through its head or home office. This representation will be
deemed to be repeated by such party on each date on which a Transaction is
entered into.

(b)   Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)   If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a
Transaction will be specified in the relevant Confirmation.

11.   Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other
party for and against all reasonable out-of-pocket expenses, including legal
fees and Stamp Tax, incurred by such other party by reason of the enforcement
and protection of its rights under this Agreement or any Credit Support
Document



                                      12                           ISDA(R) 1992
<PAGE>

to which the Defaulting Party is a party or by reason of the early termination
of any Transaction, including, but not limited to, costs of collection.

12.   Notices

(a)   Effectiveness. Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:

      (i) if in writing and delivered in person or by courier, on the date it
      is delivered;

      (ii) if sent by telex, on the date the recipient's answerback is
      received;

      (iii) if sent by facsimile transmission, on the date that transmission
      is received by a responsible employee of the recipient in legible form
      (it being agreed that the burden of proving receipt will be on the
      sender and will not be met by a transmission report generated by the
      sender's facsimile machine);

      (iv) if sent by certified or registered mail (airmail, if overseas) or
      the equivalent (return receipt requested), on the date that mail is
      delivered or its delivery is attempted; or

      (v) if sent by electronic messaging system, on the date that electronic
      message is received, unless the date of that delivery (or attempted
      delivery) or that receipt, as applicable, is not a Local Business Day or
      that communication is delivered (or attempted) or received, as
      applicable, after the close of business on a Local Business Day, in
      which case that communication shall be deemed given and effective on the
      first following day that is a Local Business Day.

(b)   Change of Addresses. Either party may by notice to the other change the
address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.   Governing Law and Jurisdiction

(a)   Governing Law. This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)   Jurisdiction. With respect to any suit, action or proceedings relating to
this Agreement ("Proceedings"), each party irrevocably:

      (i) submits to the jurisdiction of the English courts, if this Agreement
      is expressed to be governed by English law, or to the non-exclusive
      jurisdiction of the courts of the State of New York and the United
      States District Court located in the Borough of Manhattan in New York
      City, if this Agreement is expressed to be governed by the laws of the
      State of New York; and

      (ii) waives any objection which it may have at any time to the laying of
      venue of any Proceedings brought in any such court, waives any claim
      that such Proceedings have been brought in an inconvenient forum and
      further waives the right to object, with respect to such Proceedings,
      that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the
Civil Jurisdiction and Judgments Act 1982 or any modification, extension or
re-enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)   Service of Process. Each party irrevocably appoints the Process Agent (if
any) specified opposite its name in the Schedule to receive, for it and on its
behalf, service of process in any Proceedings. If for any



                                      13                           ISDA(R) 1992

<PAGE>

reason any party's Process Agent is unable to act as such, such party will
promptly notify the other party and within 30 days appoint a substitute
process agent acceptable to the other party. The parties irrevocably consent
to service of process given in the manner provided for notices in Section 12.
Nothing in this Agreement will affect the right of either party to serve
process in any other manner permitted by law.

(d)   Waiver of Immunities. Each party irrevocably waives, to the fullest extent
permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the
grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for
specific performance or for recovery of property, (iv) attachment of its
assets (whether before or after judgment) and (v) execution or enforcement of
any judgment to which it or its revenues or assets might otherwise be entitled
in any Proceedings in the courts of any jurisdiction and irrevocably agrees,
to the extent permitted by applicable law, that it will not claim any such
immunity in any Proceedings.

14.   Definitions As used in this Agreement:

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control"
of any entity or person means ownership of a majority of the voting power of
the entity or person.

"Applicable Rate" means:

(a)   in respect of obligations payable or deliverable (or which would have been
but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)   in respect of an obligation to pay an amount under Section 6(e) of either
party from and after the date (determined in accordance with Section 6(d)(ii))
on which that amount is payable, the Default Rate;

(c)   in respect of all other obligations payable or deliverable (or which would
have been but for Section 2(a)(iii)) by a Non-defaulting Party, the
Non-default Rate; and

(d)   in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any law (or in the
application or official interpretation of any law) that occurs on or after the
date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified
as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.



                                      14                           ISDA(R) 1992
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if
applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifrable Tax" means any Tax other than a Tax that would not be imposed
in respect of a payment under this Agreement but for a present or former
connection between the jurisdiction of the government or taxation authority
imposing such Tax and the recipient of such payment or a person related to
such recipient (including, without limitation, a connection arising from such
recipient or related person being or having been a citizen or resident of such
jurisdiction, or being or having been organised, present or engaged in a trade
or business in such jurisdiction, or having or having had a permanent
establishment or fixed place of business in such jurisdiction, but excluding a
connection arising solely from such recipient or related person having
executed, delivered, performed its obligations or received a payment under, or
enforced, this Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case
of tax matters, by the practice of any relevant governmental revenue
authority) and "lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and
foreign currency deposits) (a) in relation to any obligation under Section
2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so
specified, as otherwise agreed by the parties in writing or determined
pursuant to provisions contained, or incorporated by reference, in this
Agreement, (b) in relation to any other payment, in the place where the
relevant account is located and, if different, in the principal financial
centre, if any, of the currency of such payment, (c) in relation to any notice
or other communication, including notice contemplated under Section 5(a)(i),
in the city specified in the address for notice provided by the recipient and,
in the case of a notice contemplated by Section 2(b), in the place where the
relevant new account is to be located and (d) in relation to Section
5(a)(v)(2), in the relevant locations for performance with respect to such
Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be
its total losses and costs (or gain, in which case expressed as a negative
number) in connection with this Agreement or that Terminated Transaction or
group of Terminated Transactions, as the case may be, including any loss of
bargain, cost of funding or, at the election of such party but without
duplication, loss or cost incurred as a result of its terminating,
liquidating, obtaining or reestablishing any hedge or related trading position
(or any gain resulting from any of them). Loss includes losses and costs (or
gains) in respect of any payment or delivery required to have been made
(assuming satisfaction of each applicable condition precedent) on or before
the relevant Early Termination Date and not made, except, so as to avoid
duplication, if Section 6(e)(i)(I) or (3) or 6(e)(ii)(2)(A) applies. Loss does
not include a party's legal fees and out-of-pocket expenses referred to under
Section 11. A party will determine its Loss as of the relevant Early
Termination Date, or, if that is not reasonably practicable, as of the
earliest date thereafter as is reasonably practicable. A party may (but need
not) determine its Loss by reference to quotations of relevant rates or prices
from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or
by such party (expressed as a positive number) in consideration of an
agreement between such party (taking into account any existing Credit Support
Document with respect to the obligations of such party) and the quoting
Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in
respect of such Terminated Transaction or group of Terminated Transactions
that would, but for the occurrence of the relevant Early Termination Date,
have



                                      15                           ISDA(R) 1992
<PAGE>

been required after that date. For this purpose, Unpaid Amounts in respect of
the Terminated Transaction or group of Terminated Transactions are to be
excluded but, without limitation, any payment or delivery that would, but for
the relevant Early Termination Date, have been required (assuming satisfaction
of each applicable condition precedent) after that Early Termination Date is
to be included. The Replacement Transaction would be subject to such
documentation as such party and the Reference Market-maker may, in good faith,
agree. The party making the determination (or its agent) will request each
Reference Market-maker to provide its quotation to the extent reasonably
practicable as of the same day and time (without regard to different time
zones) on or as soon as reasonably practicable after the relevant Early
Termination Date. The day and time as of which those quotations are to be
obtained will be selected in good faith by the party obliged to make a
determination under Section 6(e), and, if each party is so obliged, after
consultation with the other. If more than three quotations are provided, the
Market Quotation will be the arithmetic mean of the quotations, without regard
to the quotations having the highest and lowest values. If exactly three such
quotations are provided, the Market Quotation will be the quotation remaining
after disregarding the highest and lowest quotations. For this purpose, if
more than one quotation has the same highest value or lowest value, then one
of such quotations shall be disregarded. If fewer than three quotations are
provided, it will be deemed that the Market Quotation in respect of such
Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it)
if it were to fund the relevant amount. "Non-defaulting Party" has the meaning
specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head
or home office.

"Potential Event of Default" means any event which, with the giving of notice
or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria
that such party applies generally at the time in deciding whether to offer or
to make an extension of credit and (b) to the extent practicable, from among
such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a)
in which the party is incorporated, organised, managed and controlled or
considered to have its seat, (b) where an Office through which the party is
acting for purposes of this Agreement is located, (c) in which the party
executes this Agreement and (d) in relation to any payment, from or through
which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention
or withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or
imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of: --

(a) the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b) such party's Loss (whether positive or negative and without reference to
any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not
(in the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meanings specified in the Schedule.



                                      16                           ISDA(R) 1992
<PAGE>

"Specified Indebtedness" means, subject to the Schedule, any obligation
(whether present or future, contingent or otherwise, as principal or surety or
otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter
entered into between one party to this Agreement (or any Credit Support
Provider of such party or any applicable Specified Entity of such party) and
the other party to this Agreement (or any Credit Support Provider of such
other party or any applicable Specified Entity of such other party) which is a
rate swap transaction, basis swap, forward rate transaction, commodity swap,
commodity option, equity or equity index swap, equity or equity index option,
bond option, interest rate option, foreign exchange transaction, cap
transaction, floor transaction, collar transaction, currency swap transaction,
cross-currency rate swap transaction, currency option or any other similar
transaction (including any option with respect to any of these transactions),
(b) any combination of these transactions and (c) any other transaction
identified as a Specified Transaction in this Agreement or the relevant
confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment
or fee of any nature (including interest, penalties and additions thereto)
that is imposed by any government or other taxing authority in respect of any
payment under this Agreement other than a stamp, registration, documentation
or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in
effect immediately before the effectiveness of the notice designating that
Early Termination Date (or, if "Automatic Early Termination" applies,
immediately before that Early Termination Date). "Termination Currency" has
the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated
in the Termination Currency, such Termination Currency amount and, in respect
of any amount denominated in a currency other than the Termination Currency
(the "Other Currency"), the amount in the Termination Currency determined by
the party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or,
if the relevant Market Quotation or Loss (as the case may be), is determined
as of a later date, that later date, with the Termination Currency at the rate
equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon
Merger or, if specified to be applicable, a Credit Event Upon Merger or an
Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as
certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early
Termination Date, the aggregate of (a) in respect of all Terminated
Transactions, the amounts that became payable (or that would have become
payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or
prior to such Early Termination Date and which remain unpaid as at such Early
Termination Date and (b) in respect of each Terminated Transaction, for each
obligation under Section 2(a)(i) which was (or would have been but for Section
2(a)(iii)) required to be settled by delivery to such party on or prior to
such Early Termination Date and which has not been so settled as at such Early
Termination Date, an amount equal to the fair market



                                     17                           ISDA(R) 1992
<PAGE>

value of that which was (or would have been) required to be delivered as of
the originally scheduled date for delivery, in each case together with (to the
extent permitted under applicable law) interest, in the currency of such
amounts, from (and including) the date such amounts or obligations were or
would have been required to have been paid or performed to (but excluding)
such Early Termination Date, at the Applicable Rate. Such amounts of interest
will be calculated on the basis of daily compounding and the actual number of
days elapsed. The fair market value of any obligation referred to in clause
(b) above shall be reasonably determined by the party obliged to make the
determination under Section 6(e) or, if each party is so obliged, it shall be
the average of the Termination Currency Equivalents of the fair market values
reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

  Deutsche Bank AG, London Branch                  Granite Master Issuer plc
  ............................................................................
             (Name of Party)                            (Name of Party)


By: ...............................................By:........................
    Name:                                            Name:
    Title:                                           Title:
    Date:                                            Date:



                                      18                           ISDA(R) 1992

<PAGE>

               Deutsche Bank AG/Granite Master Issuer plc Cross
                     Currency/Interest Rate ISDA Schedule
                        Agreed Form Version: 18.5.07.

                             Agreed Form Schedule
                        (Multicurrency - Cross Border)

                                   SCHEDULE

                                    to the

                                  1992 ISDA

                               MASTER AGREEMENT

        dated as of the Effective Date specified in the Confirmation,

                                   between

             (1) DEUTSCHE BANK AG, LONDON BRANCH ("Party A"); and

                  (2) GRANITE MASTER ISSUER plc ("Party B").

Part 1. Termination Provisions.

(a)   "Specified Entity" means in relation to Party A for the purpose of:-

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

      and in relation to Party B for the purpose of:-

      Section 5(a)(v), none

      Section 5(a)(vi), none

      Section 5(a)(vii), none

      Section 5(b)(iv), none

(b)   "Specified Transaction" will have the meaning specified in Section 14.



                                      19
<PAGE>

(c)   The "Cross Default" provisions of Section 5(a)(vi) of this Agreement
      will apply to Party A and will not apply to Party B subject to amendment
      by adding at the end thereof the following words: "provided, however,
      that, notwithstanding the foregoing, an Event of Default shall not occur
      under either (1) or (2) above if (A)(I) the default, or other similar
      event or condition referred to in (1) or the failure to pay referred to
      in (2) is a failure to pay caused by an error or omission of an
      administrative or operational nature, and (II) funds were available to
      such party to enable it to make the relevant payment when due and (III)
      such payment is made within three (3) Local Business Days following
      receipt of written notice from an interested party of such failure to
      pay, or (B) such party was precluded from paying, or was unable to pay,
      using reasonable means, through the office of the party through which it
      was acting for purposes of the relevant Specified Indebtedness, by
      reason of force majeure, act of State, illegality or impossibility."

      "Specified Indebtedness" will have the meaning specified in Section 14
      of this Agreement.

      "Threshold Amount" means, with respect to Party A, an amount equal to
      two per cent. (2%) of its total shareholders' equity as specified from
      time to time in the most recent annual report of Deutsche Bank AG
      containing consolidated financial statements, prepared in accordance
      with accounting principles that are generally accepted for institutions
      of its type in the jurisdiction of its organization and certified by
      independent public accountants, or its equivalent in any other currency.

(d)   The "Credit Event Upon Merger" provision in Section 5(b)(iv) of this
      Agreement, will apply to Party A and will not apply to Party B, is
      hereby amended to read as follows:

      (iv) Credit Event Upon Merger. A Designated Event (as defined below)
      occurs with respect to a party, any Credit Support Provider of such
      party or any applicable Specified Entity of such party (in each case,
      "X") and such Designated Event does not constitute a Merger Without
      Assumption under Section 5(a)(viii) hereof and, in the reasonable
      opinion of Party B, the creditworthiness of X or, if applicable, the
      successor, surviving or transferee entity of X, after taking into
      account any applicable Credit Support Document, is materially weaker
      than X immediately prior to the occurrence of the Designated Event,
      (and, in any such event, such party or its successor, surviving or
      transferee entity, as appropriate, will be the Affected Party). For the
      purposes hereof, a Designated Event with respect to X means that:

      (1) X consolidates or amalgamates with, or merges with or into, or
      transfers all or substantially all of its assets (or any substantial
      part of the assets comprising the business conducted by X as of the date
      of this Agreement) to, or receives all or substantially all the assets
      or obligations of, another entity;

      (2) any person or entity acquires directly or indirectly the beneficial
      ownership of equity securities having the power to elect a majority of
      the board of directors (or equivalent) of X or otherwise acquires
      directly or indirectly the power to control the policy making decisions
      of X;



                                      20
<PAGE>

      (3) X effects any substantial change in its capital structure by means
      of the issuance, incurrence or guarantee of debt or the issuance of
      preferred stock or other securities convertible into, or exchangeable
      for, debt or preferred stock; or

      (4) X enters into any agreement providing for any of the foregoing."

(e)   The "Automatic Early Termination" provision of Section 6(a) of this
      Agreement will not apply to Party A and will not apply to Party B.

(f)   Payments on Early Termination. For the purpose of Section 6(e) of this
      Agreement:-

      (i)   Market Quotation will apply.

      (ii)  The Second Method will apply.

(g)   "Termination Currency" means Sterling.

(h)   Additional Termination Event will apply. The events which constitute
      Additional Termination Events are set forth in Part 5(f), Part
      5(k)(iii), Part 5(l)(iii) and Part 5(m)(v) of this Agreement.



                                      21
<PAGE>

Part 2. Tax Representations

(a)   Payer Representations. For the purpose of Section 3(e) of this
      Agreement, Party A and Party B will each make the following
      representation:

      It is not required by any applicable law, as modified by the practice of
      any relevant governmental revenue authority, of any Relevant
      Jurisdiction to make any deduction or withholding for or on account of
      any Tax from any payment (other than interest under Section 2(e),
      6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party
      under this Agreement. In making this representation, it may rely on (i)
      the accuracy of any representations made by the other party pursuant to
      Section 3(f) of this Agreement, (ii) the satisfaction of the agreement
      of the other party contained in Section 4(a)(i) or 4(a)(iii) of this
      Agreement and the accuracy and effectiveness of any document provided by
      the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
      Agreement and (iii) the satisfaction of the agreement of the other party
      contained in Section 4(d) of this Agreement, provided that it shall not
      be a breach of this representation where reliance is placed on clause
      (ii) and the other party does not deliver a form or document under
      Section 4(a)(iii) by reason of material prejudice to its legal or
      commercial position.

(b)   Payee Representations. For the purposes of Section 3(f) of the
      Agreement, neither Party A nor Party B make any representation.



                                      22
<PAGE>

Part 3. Agreement to Deliver Documents

      For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each
      party agrees to deliver the following documents, as applicable:-

(a)   Tax forms, documents or certificates to be delivered are:-

      Party required to   Form/Document/      Date by which to be
      deliver document    Certificate         delivered
      None                None                None


(b)   Other documents to be delivered are:-

      Party required      Form/Document/    Date by which       Covered by to
      deliver             Certificate       to be delivered     Section 3(d)
      document                                                  Representation

      Party A and         Appropriate evidence of    On signing of    Yes
      Party B             its signatory's authority  this Agreement

      Party B             Certified copy of          On signing of    Yes
                          board resolution           this Agreement

      Party A             Legal opinion of counsel   On signing of    No
                          (in form and substance     this Agreement
                          satisfactory to Party B)

      Party B             Legal opinion of counsel   On signing of    No
                          (in form and substance     this Agreement
                          satisfactory to Party A)

      Party A             An executed original of    On signing of    No
                          the Credit Support         this Agreement
                          Document listed in
                          Part 4(f) below



                                      23
<PAGE>

Part 4. Miscellaneous

(a)   Addresses for Notices. For the purpose of Section 12(a) of this
      Agreement:-

      Address for notices or communications to Party A:-

      All notices to Party A under Sections 5 or 6 of this Agreement shall be
      sent to:

      Address:        Deutsche Bank AG, Head Office.

                      Taunusanlage 12
                      60262 Frankfurt
                      Germany

      Attention:      Legal Department

      Fax:            (49) 69910 36097


      All other notices to Party A shall be sent directly to the address and
      contact particulars specified in any Confirmation under this Agreement.
      If no such particulars are so specified, such notices shall be sent to:

      Deutsche Bank AG, London Branch
      Winchester House
      1 Great Winchester Street
      London EC2N 2DB
      UNITED KINGDOM

      Attn:  OTC Derivatives
      Tel: (44)(20) 7545 8000
      Fax: (44)(20) 7545 4455



      Address for notices or communications to Party B:-

      Address:        Granite Master Issuer plc
                      Fifth Floor
                      100 Wood Street
                      London
                      EC2V 7EX

      With a copy to: Northern Rock plc
                      Northern Rock House



                                      24
<PAGE>

                      Gosforth
                      Newcastle upon Tyne
                      NE3 4PL

      Attention:      Andy McClean

      Facsimile No.:  +44 (0)191 279 4929


      With a copy to the Note Trustee:-

      Address:        The Bank of New York
                      One Canada Square
                      48th Floor
                      London
                      E14 5AL

      Attention:      Corporate Trust (Global Structured Finance)

      Facsimile No.:  +44 (0)20 7964 6399

(b)   Process Agent. For the purpose of Section 13(c) of this Agreement:-

      Party A appoints as its Process Agent: None.

      Party B appoints as its Process Agent: None.

(c)   Offices. The provisions of Section 10(a) will apply to this
      Agreement.

(d)   Multibranch Party. For the purpose of Section 10(c) of this Agreement:-

      Party A is not a Multibranch Party and will act through its London
      branch.

      Party B is not a Multibranch Party.

(e)   Calculation Agent. The Calculation Agent shall be Party A.

(f)   Credit Support Document. Details of any Credit Support Document:-

      In respect of Party A: the 1995 Credit Support Annex (Bilateral Form
      Transfer) between Party A and Party B dated as of the Effective Date
      specified in the Confirmation (the "Credit Support Annex") and an
      Eligible Guarantee.

      In respect of Party B: the Credit Support Annex, any mark-to-market
      collateral arrangement put in place pursuant to Part 5(k)(A) of this
      Schedule and the Issuer Deed of Charge.

(g)   Credit Support Provider.



                                      25
<PAGE>

      Credit Support Provider means, in relation to Party A, the guarantor
      under any Eligible Guarantee.

      Credit Support Provider means, in relation to Party B, none.

(h)   Governing Law. This Agreement will be governed by and construed in
      accordance with English law.

(i)   Netting of Payments. Sub-paragraph (ii) of Section 2(c) of this
      Agreement will apply to Transactions entered into under this Agreement
      unless otherwise specified in a Confirmation.

(j)   "Affiliate" will have the meaning specified in Section 14 of this
      Agreement.



                                      26
<PAGE>

Part 5. Other Provisions

(a)   Definitions and Interpretation

      Capitalised terms used in this Agreement shall, except where the context
      otherwise requires and save where otherwise defined in this Agreement,
      bear the meanings given to them in the Programme Master Definitions
      Schedule and the Issuer Master Definitions Schedule (each as described
      in the Confirmation). Such Issuer Master Definitions Schedule shall
      prevail to the extent that it conflicts with such Programme Master
      Definitions Schedule.

      For the purposes of this Agreement:

      "Issuer Notes" has the meaning given to such term in the Confirmation.

(b)   No Set-Off

      (i)   All payments under this Agreement shall be made without set-off or
            counterclaim, except as expressly provided for in Section 6 or
            this Schedule. For the avoidance of doubt, Section 2(c) shall not
            be affected by this provision.

      (ii)  Section 6(e) shall be amended by the deletion of the following
            sentence: "The amount, if any, payable in respect of an Early
            Termination Date and determined pursuant to this Section will be
            subject to any Set-off."

(c)   Security Interest

      Notwithstanding Section 7, Party A hereby agrees and consents to the
      assignment by way of security by Party B of its right, title and
      interest under this Agreement (without prejudice to, and after giving
      effect to, any contractual netting provision contained in this
      Agreement) to the Issuer Security Trustee (or any successor thereto)
      pursuant to and in accordance with the terms and conditions of the
      Issuer Deed of Charge and acknowledges notice of such assignment.

(d)   Disapplication of certain Events of Default

      Section 5(a)(ii), Section 5(a)(iv), Section 5(a)(v), Section
      5(a)(vii)(2),(5),(6),(7) and (9) and Section 5(a)(viii) will not apply
      in respect of Party B.

      Section 5(a)(iii) will not apply to Party B except that Section
      5(a)(iii)(1) will apply in respect of Party B's obligations under
      Paragraph 2(b) of any Credit Support Annex or other analogous provision
      contained within a mark-to-market collateral arrangement which may be
      put in place from time to time and entered into between Party A and
      Party B in relation to this Master Agreement, provided, however, that,
      notwithstanding the foregoing, an Event of Default shall not occur if
      (A) (I) the default or the failure to deliver or make payment of a
      Return Amount is a failure caused by an error or omission of an
      administrative or operational nature, and (II) such payment or delivery
      is made within three (3) Local Business Days



                                      27
<PAGE>

      following receipt of written notice from an interested party of such
      failure to pay or deliver.


      Section 5(a)(vii)(8) will not apply to Party B to the extent that it
      applies to Section 5(a)(vii)(2),(5),(6) and (7).

      Section 5(a)(vii)(4) is deleted in its entirety and replaced with the
      following:


      "(4) institutes or has instituted against it a proceeding seeking a
      judgment of insolvency or bankruptcy or a petition is presented for its
      winding-up or liquidation or the making of an administration order
      against it and such proceeding or petition results in a judgment of
      insolvency or bankruptcy or the making of an order for its winding-up,
      administration or liquidation, provided that this sub-paragraph (4)
      shall not be applicable to Party B if the proceeding or petition is
      instituted or presented by Party A or any Affiliate of Party A ".

(e)   Disapplication of certain Termination Events

      The "Tax Event" and "Tax Event Upon Merger" provisions of Sections
      5(b)(ii) and 5(b)(iii) will not apply to Party A or to Party B.

(f)   Additional Termination Events

      (A)   Party B Additional Termination Events:

      The following shall each constitute an Additional Termination Event with
      respect to Party B:

      (i)   Note Enforcement Notice. The Note Trustee serves an Issuer
            Enforcement Notice on Party B in accordance with Condition 9
            (Events of Default) of the Issuer Notes.

      (ii)  Early Redemption. The Issuer Notes are redeemed in full in
            accordance with Condition 5(E) or (F) at any time prior to their
            Final Maturity Date.

      In the case of (i) and (ii) above, Party B shall be the sole Affected
      Party[, except that: in the case of (i), if the event described therein
      occurs on or after the Termination Date (as defined in the
      Confirmation), there shall be deemed to be two Affected Parties for the
      purposes only of Section 6(b)(iv)].(1)

      (B)   Party A Additional Termination Event:


-----------------
(1)   The words in square brackets will be incorporated into the Confirmation
      only where the Class of the Issuer Notes referred to therein are rated
      on their issuance "AAA" (or equivalent) by S&P, "AAA" (or equivalent) by
      Fitch and "Aaa" (or equivalent) by Moody's.



                                      28
<PAGE>

      The following shall constitute an Additional Termination Event with
      respect to Party A:

      Without prejudice to any other remedies available to Party B under this
      Agreement or otherwise, it shall be an Additional Termination Event
      under this Agreement if the Additional Tax Representation in Part
      5(n)(iii) proves to have been incorrect or misleading in any material
      respect with respect to one or more Transactions when made or repeated
      or deemed to have been made or repeated. The sole Affected Party shall
      be Party A.

      (C)   Withholding Tax Event:

            The following shall constitute an Additional Termination Event:

            Due to (x) any action taken by a taxing authority, or brought in a
      court of competent jurisdiction, on or after the date on which a
      Transaction is entered into (regardless of whether such action is taken
      or brought with respect to a party to this Agreement) or (y) a Change in
      Tax Law, the party (which will be the Affected Party) will, or there is
      a substantial likelihood that it will, on the next succeeding Scheduled
      Payment Date (l) be required to make a payment from which an amount is
      required to be deducted or withheld for or on account of Relevant Tax or
      (2) receive a payment from which an amount is required to be deducted or
      withheld for or on account of a Relevant Tax (except in each case in
      respect of interest under Section 2(e), 6(d)(ii) or 6(e)). In respect of
      such Additional Termination Event, all Transactions affected by the
      occurrence of such Additional Termination Event will be Affected
      Transactions. For the purposes of the foregoing, "Relevant Tax" means
      any Tax imposed or assessed by or within the United Kingdom or any
      authority therein or thereof having power to tax, and in addition if
      Party A is not incorporated in the United Kingdom, any Tax imposed or
      assessed by or within the jurisdiction under the laws of which Party A
      is incorporated or any authority therein or thereof having the power to
      tax.

            The Affected Party will, as a condition to its right to designate
      an Early Termination Date under Section 6(b)(iv), use all reasonable
      efforts (which will not require such party to incur a loss, excluding
      immaterial, incidental expenses) to transfer within 60 days after it
      gives notice under Section 6(b)(i) all its rights and obligations under
      this Agreement in respect of the Affected Transactions to another of its
      Offices or Affiliates so that such Additional Termination Event ceases
      to exist.

            If the Affected Party is not able to make such a transfer it will
      give notice to the other party to that effect within such 60 day period,
      whereupon the other party may effect a transfer to any person or entity
      within 70 days after the notice is given under Section 6(b)(i) so that
      such Additional Termination Event ceases to exist.

            Any such transfer by a party under this Part 5(f)(C) will be
      subject to and conditional upon the prior written consent of the other
      party (the "Consenting Party"), which consent will not be unreasonably
      withheld. Such consent will be considered "reasonably withheld" if such
      other party's policies in effect at such time would prevent it from
      entering into a novation of a transaction with the transferee on the
      terms proposed.



                                      29
<PAGE>

      The Consenting Party shall provide the transferring party under this
      Part 5(f)(C) any such assistance and cooperation as may reasonably be
      required by the transferring party to effect such a transfer.

(g)   Northern Rock plc as Party B's Agent

      Party B hereby declares that pursuant to the Issuer Cash Management
      Agreement it has appointed Northern Rock plc to act as its agent for the
      purpose, inter alia, of the operation of this Agreement and dealing with
      payments hereunder. Accordingly, unless and until written notice is
      received by Party A from the Note Trustee that such appointment has been
      terminated, Party A shall be entitled to treat all communications and
      acts relating to this Agreement received from or carried out by Northern
      Rock plc as agent for Party B under the Issuer Cash Management Agreement
      as being those of Party B, and Party B hereby agrees to ratify and
      confirm the same.

(h)   Security, Enforcement and Limited Recourse

      (i)   Party A confirms to Party B that it is, or will be, by the date
            hereof, bound by the terms of the Issuer Deed of Charge and, in
            particular, confirms that: (i) save as otherwise expressly set out
            in the Issuer Deed of Charge, no sum shall be payable by or on
            behalf of Party B to it except in accordance with the Issuer
            Priority of Payments as set out in the Issuer Deed of Charge (as
            the same may be amended, restated, supplemented and/or otherwise
            modified from time to time); and (ii) it will not take any steps
            for the winding up, dissolution or reorganization or for the
            appointment of a receiver, administrator, administrative receiver,
            trustee, liquidator, sequestrator or similar officer of Party B or
            of any or all of its revenues and assets nor participate in any ex
            parte proceedings nor seek to enforce any judgment against Party B
            except as provided in the Issuer Deed of Charge.

      (ii)  In relation to all sums due and payable by Party B to Party A,
            Party A agrees that it shall have recourse only to sums available
            to Party B for the purpose of making payments to Party A in
            accordance with the relevant Issuer Priority of Payments and the
            Issuer Deed of Charge.

      (iii) If, on any payment date under a Transaction, an amount is payable
            by Party B to Party A and Party B does not pay such amount in full
            on such date (after the application of Section 2(c) to such
            Transaction) because of the limitation contained in Part 5(h)(i)
            above, then: (A) payment by Party B of the shortfall (and the
            corresponding payment obligation of Party A with respect to such
            shortfall (being the full amount Party A would otherwise owe on
            such date less the actual amount payable by Party A determined in
            accordance with Part 5(h)(iii)(C) below)) will not then fall due,
            [but will instead be deferred until the first Payment Date (as
            defined in the Confirmation) thereafter on which sufficient funds
            are



                                      30
<PAGE>

            available (subject to the limitation in Part 5(h)(i) above)](2),
            (B) failure by Party B to make the full payment under such
            Transaction (after the application of Section 2(c) to such
            Transaction) shall not constitute an Event of Default for the
            purpose of Section 5(a)(i), and (C) the obligation of Party A to
            make payment to Party B, in respect of the same Transaction, on
            such date, will be reduced so that Party A will be obligated to
            pay the Equivalent Percentage of the amount it would otherwise owe
            under that Transaction. "Equivalent Percentage" means the
            percentage obtained by dividing the amount paid by Party B by the
            amount it would have paid on the relevant date absent such
            limitation multiplied by one hundred provided that, in respect of
            any Transaction where the Confirmation provides that Party B makes
            payments on a monthly basis and Party A makes payments on a
            quarterly basis, the Equivalent Percentage shall be adjusted by
            the Calculation Agent so as to reflect all of the amounts paid by
            Party B during the relevant quarterly period applicable to Party
            A's quarterly payment.

      (iv)  If an Early Termination Date results from an Event of Default or a
            Termination Event, any amount payable (the payment of which was
            deferred or not paid in the circumstances described under Part
            5(h)(iii) above by Party A or by Party B, as the case may be,
            under this Agreement) will be deemed to be Unpaid Amounts owing to
            Party B or, as the case may be, owing to Party A on the Early
            Termination Date.

      (v)   Following the calculation thereof, and in any event no later than
            two Local Business Days prior to any relevant Payment Date (as
            defined in the Confirmation), Party B agrees to notify Party A of
            the amount of any shortfall[, the payment of which by Party B is
            deferred in accordance with Part 5(h)(iii) above)](3).

(i)   Scope of Agreement

      It is hereby understood and agreed that the provisions of this Agreement
      shall only apply to the Transaction entered into between Party A and
      Party B on the Trade Date specified in the only Confirmation (other than
      the Credit Support Annex) that supplements, forms part of, and is
      subject to this Agreement (and, for the avoidance of doubt, all
      references in this Agreement to "Confirmation" shall be to such
      Confirmation or, as the context requires, the Credit Support Annex) and
      that no other Transaction may be entered into pursuant hereto except in
      accordance with sub-Parts 5(k)(i)(A), 5(k)(ii)(B), 5(l)(i)(D),
      5(l)(iii), 5(m)(i)(A), 5(m)(ii)(A) or 5(m)(iv), or where the Rating
      Agencies have


-----------------------
(2)   The words in square brackets will not be incorporated into the
      Confirmation where the Class of the Issuer Notes referred to therein are
      rated on their issuance "AAA" (or equivalent) by S&P, "AAA" (or
      equivalent) by Fitch and "Aaa" (or equivalent) by Moody's.

(3)   The words in square brackets will not be incorporated into the
      Confirmation where the Class of the Issuer Notes referred to therein are
      rated on their issuance "AAA" (or equivalent) by S&P, "AAA" (or
      equivalent) by Fitch and "Aaa" (or equivalent) by Moody's.



                                      31
<PAGE>

confirmed in writing that the then current ratings of the Issuer Notes would
not be adversely affected by such other Transaction.

(j)   Authorised Person

      For the purposes of Section 3 of this Agreement, Party A represents to
      Party B (which representation will be deemed to be repeated by Party A
      on each date on which a Transaction is entered into and until all
      outstanding payment and delivery obligations of Party A, from time to
      time, under this Agreement have been satisfied in full) that it is an
      authorised person for the purposes of the Financial Services and Markets
      Act 2000 (or any successor to it).

(k)   Ratings Downgrade of Party A - Standard & Poor's Rating Services, a
      division of The McGraw-Hill Companies Inc. ("S&P")

      (i)   Initial S&P Note Downgrade Event

      In the event that an Initial S&P Note Downgrade Event occurs, then Party
      A shall, within 30 days of the occurrence of such Initial S&P Note
      Downgrade Event, at its own cost, either:-

      (A)   put in place an appropriate mark-to-market collateral arrangement,
            (which may be based on the credit support documentation published
            by the International Swaps and Derivatives, Inc. ("ISDA"), or
            otherwise, and relates to collateral in the form of cash or
            securities or both) in support of Party A's obligations under this
            Agreement on terms satisfactory to the Note Trustee (whose consent
            shall be given if S&P confirms that the provision of such
            collateral would maintain the rating of the Issuer Notes by S&P or
            restore the rating of the Issuer Notes by S&P to the level it
            would have been at immediately prior to such Initial S&P Note
            Downgrade Event) provided that (1) Party A shall be deemed to have
            satisfied the requirements of S&P if the amount of collateral
            agreed to be provided in the form of cash and/or securities (the
            "Collateral Amount") is determined on a basis which satisfies, but
            is no more onerous than, the criteria set out in the most recent
            article published by S&P on "Ratings Direct" which enables
            entities rated lower than a specified level to participate in
            structured finance transactions which, through collateralization
            are rated at a higher level (the "S&P Criteria"); and (2) the
            Collateral Amount shall not be required to exceed such amount as
            would be required (in accordance with the S&P Criteria) to
            maintain or restore the rating of the Issuer Notes by S&P at or to
            the level they would have been at immediately prior to such
            Initial S&P Note Downgrade Event; or

      (B)   subject to Part 5(u) below, transfer all of its rights and
            obligations with respect to this Agreement to a replacement third
            party whose short-term, unsecured and unsubordinated debt
            obligations are rated at least as high as "A-1+" (or its
            equivalent) by S&P or such other rating as is commensurate with
            the rating assigned to the Issuer Notes by S&P from time to time;
            or



                                      32
<PAGE>

      (C)   procure another person to become co-obligor or guarantor in
            respect of the obligations of Party A under this Agreement whose
            short-term, unsecured and unsubordinated debt obligations are
            rated at least as high as "A-1+" (or its equivalent) by S&P or
            such other rating as is commensurate with the rating assigned to
            the Issuer Notes by S&P from time to time; or

      (D)   take such other action as Party A may agree with S&P as will
            result in the rating of the Issuer Notes then outstanding
            following the taking of such action being rated no lower than the
            rating of the Issuer Notes immediately prior to such Initial S&P
            Note Downgrade Event.

      (ii)  Subsequent S&P Note Downgrade Event

      (A)   Party A shall, within 10 days of the occurrence of a Subsequent
            S&P Note Downgrade Event, at its own cost and expense, use its
            best endeavours to take the action set out in sub-paragraph
            (k)(i)(B), (k)(i)(C) or (k)(i)(D) above; and

      (B)   if, at the time a Subsequent S&P Note Downgrade Event occurs,
            Party A has provided collateral pursuant to a mark-to-market
            collateral arrangement put in place pursuant to sub-paragraph
            (k)(i)(A) above following an Initial S&P Note Downgrade Event, it
            will continue to provide collateral notwithstanding the occurrence
            of a Subsequent S&P Note Downgrade Event until such time as the
            action in sub-paragraph (k)(ii)(A) above has been taken.

      (iii) Additional Termination Events

            Without prejudice to the consequences of Party A breaching any
            provision of this Agreement (other than sub-paragraph (k)(i)
            above) or failing to post collateral under the Credit Support
            Annex in accordance with Moody's Criteria or the Fitch Criteria,
            if Party A does not take any of the measures described in
            sub-paragraph (k)(i) above such failure shall not be or give rise
            to an Event of Default but shall constitute an Additional
            Termination Event with respect to Party A and shall be deemed to
            have occurred on the thirtieth day following the Initial S&P Note
            Downgrade Event with Party A as the sole Affected Party and all
            Transactions as Affected Transactions.

            Without prejudice to the consequences of Party A breaching any
            provision of this Agreement (other than sub-paragraph (k)(ii)(B)
            above) or failing to post collateral under the Credit Support
            Annex in accordance with Moody's Criteria or the Fitch Criteria,
            if, at the time a Subsequent S&P Note Downgrade Event occurs,
            Party A has provided collateral pursuant to a mark-to-market
            collateral arrangement put in place pursuant to sub-paragraph
            (k)(i)(A) above and fails to continue to post collateral in
            accordance with sub-paragraph (k)(ii)(B) above pending compliance
            with sub-paragraph (k)(ii)(A) above, such failure will not be or
            give rise to an Event of Default but will constitute an Additional
            Termination Event with respect



                                      33
<PAGE>

            to Party A which will be deemed to have occurred on the later of
            the tenth day following such Subsequent S&P Note Downgrade Event
            and the thirtieth day following the Initial S&P Note Downgrade
            Event with Party A as the sole Affected Party and all Transactions
            as Affected Transactions. Further, an Additional Termination Event
            with respect to Party A shall be deemed to have occurred if, even
            if Party A continues to post collateral as required by
            sub-paragraph (k)(ii)(B) above, Party A does not take the action
            described in sub-paragraph (k)(ii)(A) above. Such Additional
            Termination Event will be deemed to have occurred on the tenth day
            following the Subsequent S&P Note Downgrade Event with Party A as
            the sole Affected Party and all Transactions as Affected
            Transactions.

            However, in the event that Party B were to designate an Early
            Termination Date and there would be a payment due to Party A,
            Party B may only designate such an Early Termination Date in
            respect of an Additional Termination Event under this
            sub-paragraph (k)(iii) if Party B has found a replacement
            counterparty willing to enter into a new transaction with Party B
            on terms that reflect as closely as reasonably possible (as the
            Note Trustee, on behalf of Party B may, in its absolute
            discretion, determine) the economic, legal and credit terms of the
            Terminated Transaction with Party A.

      (iv)  S&P Definitions

            For the purposes of this Part 5(k):

            an "Initial S&P Note Downgrade Event" will occur where the
            short-term, unsecured and unsubordinated debt obligations of Party
            A (or its successor), or any guarantor of Party A's obligations
            under this Agreement (or its successor), cease to be rated at
            least as high as "A-1+" (or its equivalent) by S&P; and

            a "Subsequent Note Downgrade Event" will occur where the
            long-term, unsecured and unsubordinated debt obligations of Party
            A (or its successor), or any guarantor of Party A's obligations
            under this Agreement (or its successor), cease to be rated at
            least as high as "BBB-" (or its equivalent) by S&P.

(l)   Ratings Downgrade of Party A - Moody's Investors Service Limited
      ("Moody's")

      (i)   An "Initial Moody's Rating Event" shall occur in the event that,
            and for so long as, no Relevant Entity has the Moody's First
            Trigger Required Ratings.

      (ii)  In the event that and for so long as no Relevant Entity has the
            Moody's Second Trigger Required Ratings (a "Subsequent Moody's
            Rating Event"), then Party A will, as soon as reasonably
            practicable, on a reasonable efforts basis, and at its own cost,
            either:

            (A)   transfer all of its rights and obligations with respect to
                  this Agreement to a replacement third party with the Moody's
                  Second Trigger Required



                                      34
<PAGE>

                  Ratings provided that such transfer shall be in compliance
                  with Part 5(u) below; or

            (B)   procure another person with the Moody's Second Trigger
                  Required Ratings to become a guarantor in respect of all the
                  obligations of Party A under this Agreement pursuant to an
                  Eligible Guarantee.

            For the purposes this Part 5(l) and where used elsewhere in this
            Agreement, the following terms shall have the meaning given below.

            "Moody's First Trigger Required Ratings" means, in respect of the
            relevant entity:

            (A)   its short-term, unsecured and unsubordinated debt
                  obligations are rated at least as high as "P1" by Moody's
                  and its long-term, unsecured and unsubordinated debt or
                  counterparty obligations are rated at least as high as "A2"
                  by Moody's; or

            (B)   where such entity is not the subject of a Moody's short-term
                  rating, if its long term, unsecured and unsubordinated debt
                  or counterparty obligations are rated "A1" or above by
                  Moody's or such other ratings as may be agreed with Moody's
                  from time to time.

            "Moody's Second Trigger Required Ratings" means, in respect of the
            relevant entity:

            (A)   its short-term, unsecured and unsubordinated debt
                  obligations are rated at least as high as "P2" by Moody's
                  and its long-term, unsecured and unsubordinated debt or
                  counterparty obligations are rated at least as high as "A3"
                  by Moody's; or

            (B)   where such entity is not the subject of a Moody's short-term
                  rating of its long term, unsecured and unsubordinated debt
                  or counterparty obligations are rated "A3" or above by
                  Moody's or such other ratings as may be agreed with Moody's
                  from time to time.

            "Eligible Guarantee" means an unconditional and irrevocable
            guarantee that is provided by a guarantor as principal debtor
            rather than surety and is directly enforceable by Party B, where
            either (A) a law firm has given a legal opinion confirming that
            none of the guarantor's payments to Party B under such guarantee
            will be subject to withholding for Tax or (B) such guarantee
            provides that, in the event that any of such guarantor's payments
            to Party B are subject to withholding for Tax, such guarantor is
            required to pay such additional amount as is necessary to ensure
            that the net amount actually received by Party B (free and clear
            of any withholding tax) will equal the full amount Party B would
            have received had no such withholding been required.



                                      35
<PAGE>

            "Eligible Replacement" means an entity (A) with the Moody's First
            Trigger Required Ratings and/or the Moody's Second Trigger
            Required Ratings or (B) whose present and future obligations owing
            to Party B are guaranteed pursuant to an Eligible Guarantee
            provided by a guarantor with the Moody's First Trigger Required
            Ratings and/or the Moody's Second Trigger Required Ratings.

            "Firm Offer" means an offer which, when made, was capable of
            becoming legally binding upon acceptance.

            "Relevant Entities" means Party A and any guarantor under an
            Eligible Guarantee in respect of all of Party A's present and
            future obligations under this Agreement.

      (iii) Additional Termination Events and Event of Default

            (A)   Without prejudice to any Event of Default resulting from a
                  failure to post collateral under the Credit Support Annex in
                  accordance with the Fitch Criteria (I) any failure by Party
                  A to comply with or perform any obligation to be complied
                  with or performed by Party A under the Credit Support Annex
                  shall not be an Event of Default unless (A) a Subsequent
                  Moody's Rating Event has occurred and has been continuing
                  for at least 30 Local Business Days and (B) such failure is
                  not remedied on or before the third Local Business Day after
                  notice of such failure is given to Party A and (II) if Party
                  A has failed to comply with or perform any obligation to be
                  complied with or performed by Party A in accordance with the
                  Credit Support Annex and either (A) no Subsequent Moody's
                  Rating Event has occurred and is continuing or (B) less than
                  30 Local Business Days have elapsed since the last time no
                  Subsequent Moody's Rating Event had occurred and was
                  continuing, such failure shall constitute an Additional
                  Termination Event and Party A shall be the sole Affected
                  Party and all Transactions shall be Affected Transactions.

            (B)   The following shall constitute an Additional Termination
                  Event with Party A as Affected Party: (A) a Subsequent
                  Moody's Rating Event has occurred and is continuing and 30
                  or more Local Business Days have elapsed since the last time
                  no Subsequent Moody's Rating Event had occurred and was
                  continuing and (B) (i) at least one Eligible Replacement has
                  made a Firm Offer (which remains capable of becoming legally
                  binding upon acceptance) to be the transferee of a transfer
                  to be made in accordance with Part 5(u) below and/or (ii) at
                  least one Eligible Replacement has provided a Market
                  Quotation (which remains capable of becoming legally binding
                  upon acceptance) and/or at least one entity with the Second
                  Trigger Required Ratings has made a Firm Offer (which
                  remains capable of becoming legally binding upon acceptance
                  by the offeree) to provide an Eligible Guarantee in respect
                  of all of Party A's present and future obligations under
                  this Agreement.



                                      36
<PAGE>

(m)   Ratings Downgrade of Party A - Fitch Ratings Ltd ("Fitch")

      (i)   Initial Fitch Note Downgrade Event

            Party A will, on a reasonable efforts basis, within 30 days of the
            occurrence of an Initial Fitch Note Downgrade Event, at its own
            cost, either:-

            (A)   provide collateral in the form of cash or securities or
                  both, in support of its obligations under this Agreement, in
                  accordance with the provisions of the Credit Support Annex;
                  or

            (B)   transfer all of its rights and obligations with respect to
                  this Agreement to a replacement third party whose long-term,
                  unsecured and unsubordinated debt ratings are rated at least
                  as high as "A+" (or its equivalent) by Fitch, and whose
                  short-term, unsecured and unsubordinated debt ratings are
                  rated at least as high as "F1" (or its equivalent) by Fitch
                  or such other rating as is commensurate with the rating
                  assigned to the Issuer Notes by Fitch from time to time; or

            (C)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term, unsecured and unsubordinated debt ratings
                  are rated at least as high as "A+" (or its equivalent) by
                  Fitch, and whose short-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "F1" (or its
                  equivalent) by Fitch or such other rating as is commensurate
                  with the rating assigned to the Issuer Notes by Fitch from
                  time to time; or

            (D)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that Initial Fitch Downgrade
                  Event so that none of the courses of action outlined at
                  (m)(i)(A), (m)(i)(B) or (m)(i)(C) above need be pursued in
                  respect of such Initial Fitch Downgrade Event.

      (ii)  First Subsequent Fitch Note Downgrade Event

            Party A will on a reasonable efforts basis, within 30 days of the
            occurrence of a First Subsequent Fitch Note Downgrade Event, at
            its own cost, either,

            (A)   within 30 days of the occurrence of a First Subsequent Fitch
                  Note Downgrade Event provide collateral in the form of cash
                  or securities or both, in support of its obligations under
                  this Agreement in accordance with the provisions of the
                  Credit Support Annex; provided that, if at the time when a
                  First Subsequent Fitch Note Downgrade Event Party A has
                  provided collateral pursuant to the Credit Support Annex
                  pursuant to sub-



                                      37
<PAGE>

                  paragraph (m)(i)(A) above it will continue to provide
                  collateral notwithstanding the occurrence of a First
                  Subsequent Fitch Note Downgrade Event; provided further
                  that, in either case, the mark-to-market calculations and
                  the correct and timely provision of collateral thereunder
                  are verified by an independent third party within five Local
                  Business Days of the date on which collateral is provided
                  pursuant to this sub-paragraph (m)(ii)(A) and thereafter, on
                  a periodic basis on every fifth Local Business Day whilst
                  collateral is being provided pursuant to this sub-paragraph
                  (m)(ii)(A) (with the costs of such independent verification
                  being borne by Party A); or

            (B)   subject to Part 5(u) below, transfer all of its rights and
                  obligations with respect to this Agreement to a replacement
                  third party whose long-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "A+" (or its
                  equivalent) by Fitch, and whose short-term, unsecured and
                  unsubordinated debt ratings are rated at least as high as
                  "F1" (or its equivalent) by Fitch or such other rating as is
                  commensurate with the rating assigned to the Issuer Notes by
                  Fitch from time to time; or

            (C)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term, unsecured and unsubordinated debt ratings
                  are rated at least as high as "A+" (or its equivalent) by
                  Fitch, and whose short-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "F1" (or its
                  equivalent) by Fitch or such other rating as is commensurate
                  with the rating assigned to the Issuer Notes by Fitch from
                  time to time; or

            (D)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that First Subsequent Fitch
                  Downgrade Event so that none of the courses of action
                  outlined at (m)(ii)(A), (m)(ii)(B) or (m)(ii)(C) above need
                  be pursued in respect of such First Subsequent Fitch
                  Downgrade Event.

      (iii) Second Subsequent Fitch Note Downgrade Event

            Party A will, on a reasonable efforts basis, within 30 days of the
            occurrence of a Second Subsequent Fitch Note Downgrade Event, at
            its own cost, either:

            (A)   subject to Part 5(u) below, transfer all of its rights and
                  obligations with respect to this Agreement to a replacement
                  third party whose long-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "A+" (or its
                  equivalent) by Fitch, and whose short-term, unsecured and
                  unsubordinated debt ratings are rated at least as high as
                  "F1" (or its equivalent) by Fitch or such other rating as is
                  commensurate with the rating assigned to the Issuer Notes by
                  Fitch from time to time; or



                                      38
<PAGE>

            (B)   procure another person to become co-obligor or guarantor in
                  respect of the obligations of Party A under this Agreement
                  whose long-term, unsecured and unsubordinated debt ratings
                  are rated at least as high as "A+" (or its equivalent) by
                  Fitch, and whose short-term, unsecured and unsubordinated
                  debt ratings are rated at least as high as "F1" (or its
                  equivalent) by Fitch or such other rating as is commensurate
                  with the rating assigned to the Issuer Notes by Fitch from
                  time to time; or

            (C)   take such other action as Party A may agree with Fitch as
                  will result in the rating of the Issuer Notes then
                  outstanding being maintained, or obtain confirmation from
                  Fitch that there is no adverse effect on the rating of the
                  Issuer Notes as a result of that Second Subsequent Fitch
                  Downgrade Event so that none of the courses of action
                  outlined at (m)(iii)(A) or (m)(iii)(B) above need be pursued
                  in respect of such Second Subsequent Fitch Downgrade Event.

      (iv)  Second Subsequent Fitch Note Downgrade Event - Collateral
            Requirements

            Pending compliance with any of sub-paragraphs (m)(iii)(A),
            (m)(iii)(B) or (m)(iii)(C) above, Party A will provide, at its own
            cost, within 10 days of such Second Subsequent Fitch Note
            Downgrade Event or 30 days of the occurrence of First Subsequent
            Fitch Note Downgrade Event, whichever is the earlier, collateral
            in the form of cash or securities or both, in support of its
            obligations under this Agreement in accordance with the provisions
            of the Credit Support Annex; provided that, if at the time when an
            Initial Fitch Note Downgrade Event or a First Subsequent Fitch
            Note Downgrade Event, as the case may be, occurs Party A has
            provided collateral pursuant to the Credit Support Annex pursuant
            to sub-paragraphs (m)(i)(A) or (m)(ii)(A) above, it will continue
            to provide collateral notwithstanding the occurrence of a Second
            Subsequent Fitch Note Downgrade Event; provided further that in
            either case, the mark-to-market calculations and the correct and
            timely provision of collateral thereunder are verified by an
            independent third party (with the costs of such independent
            verification being borne by Party A).

      (v)   Additional Termination Events

            Without prejudice to the consequences of Party A breaching any
            provision of this Agreement (other than sub-paragraphs (m)(i),
            m(ii) and m(iii) above) or failing to post collateral under the
            Credit Support Annex in accordance with Moody's Criteria, if Party
            A does not take any of the measures described in sub-paragraphs
            (m)(i), (m)(ii) or (m)(iii) above such failure shall not be or
            give rise to an Event of Default but shall constitute an
            Additional Termination Event with respect to Party A and shall be
            deemed to have occurred on the thirtieth day following such
            Initial Fitch Note Downgrade Event, First Subsequent Fitch Note
            Downgrade Event or Second Subsequent Fitch Note Downgrade Event,
            as the case may be, with Party A as the sole Affected Party.



                                      39
<PAGE>

            However, in the event that Party B were to designate an Early
            Termination Date and there would be a payment due to Party A,
            Party B may only designate such an Early Termination Date in
            respect of an Additional Termination Event under this
            sub-paragraph (m)(v) if Party B has found a replacement
            counterparty willing to enter a new transaction with Party B on
            terms that reflect as closely as reasonably possible (as the Note
            Trustee, on behalf of Party B, may, in its absolute discretion,
            determine) the economic, legal and credit terms of the Terminated
            Transactions with Party A.

      (vi)  Fitch Definitions

            For the purposes of this Part 5(m):

            an "Initial Fitch Note Downgrade Event" will occur where, the
            long-term, unsecured and unsubordinated debt obligations of Party
            A (or its successor) or, if relevant, any guarantor of Party A's
            obligations under this Agreement (or its successor) cease to be
            rated at least as high as "A+" (or its equivalent) by Fitch, or
            the short-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F1" (or its equivalent) by Fitch;

            a "First Subsequent Fitch Note Downgrade Event" will occur where,
            the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or, if relevant, any guarantor of Party
            A's obligations under this Agreement (or its successor), cease to
            be rated at least as high as "BBB+" (or its equivalent) by Fitch,
            or the short-term, unsecured and unsubordinated debt obligations
            of Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F2" (or its equivalent) by Fitch; and

            a "Second Subsequent Fitch Note Downgrade Event" will occur where,
            the long-term, unsecured and unsubordinated debt obligations of
            Party A (or its successor) or, if relevant, any guarantor of Party
            A's obligations under this Agreement (or its successor), cease to
            be rated at least as high as "BBB-" (or its equivalent) by Fitch,
            or the short-term, unsecured and unsubordinated debt obligations
            of Party A (or its successor) or any guarantor of Party A's
            obligations under this Agreement (or its successor), cease to be
            rated at least as high as "F3" (or its equivalent) by Fitch.

(n)   Additional Section 3 and Tax Deductibility Representations

      (i)   Section 3 is amended by the addition at the end thereof of the
            following additional representation:-

            "(g) No Agency. It is entering into this Agreement and each
            Transaction as principal and not as agent of any person."



                                      40
<PAGE>

      (ii)  Party A represents to Party B (which representation will be deemed
            to be repeated by Party A on each date on which a Transaction is
            entered into) that its obligations under this Agreement rank pari
            passu with all of its other unsecured, unsubordinated obligations
            except those obligations preferred by operation of law.

      (iii) The following representation (the "Additional Tax Representation")
            will apply to Party A and will not apply to Party B and will be
            deemed to be repeated by Party A at all times until the
            termination of this Agreement. In relation to each transaction,
            either

            (A) it is resident in the United Kingdom for United Kingdom tax
            purposes, or

            (B) the conditions of Paragraph 31(6) or Paragraph 31(7) of
            Schedule 26 of the Finance Act 2002 (in each case as amended or
            re-enacted from time to time) are satisfied with respect to the
            relevant Transaction.

(o)   Recording of Conversations

      Each party: (i) consents to the recording of telephone conversations
      between the trading, marketing and other relevant personnel of the
      parties in connection with this Agreement or any potential Transaction,
      (ii) agrees to obtain any necessary consent of, and give any necessary
      notice of such recording to, its relevant personnel, and (iii) agrees,
      to the extent permitted by applicable law, that recordings may be
      submitted in evidence in any Proceedings relating to this Agreement.

(p)   Relationship between the parties

      The Agreement is amended by the insertion after Section 14 of an
      additional Section 15, reading in its entirety as follows:

      "15.  Relationship between the parties

      Each party will be deemed to represent to the other party on the date on
      which it enters into a Transaction that (absent a written agreement
      between the parties that expressly imposes affirmative obligations to
      the contrary for that Transaction):-

      (i)   Non Reliance. It is acting for its own account, and it has made
            its own decisions to enter into that Transaction and as to whether
            that Transaction is appropriate or proper for it based upon its
            own judgment and advice from such advisers as it has deemed
            necessary. It is not relying on any communication (written or
            oral) of the other party as investment advice or as a
            recommendation to enter into that Transaction; it being understood
            that information and explanations related to the terms and
            conditions of a Transaction shall not be considered investment
            advice or a recommendation to enter into that Transaction. It has
            not received from the other party any assurance or guarantee as to
            the expected results of that Transaction.



                                      41
<PAGE>

      (ii)  Assessment and Understanding. It is capable of assessing the
            merits of and understanding (on its own behalf or through
            independent professional advice), and understands and accepts, the
            terms, conditions and risks of that Transaction. It is also
            capable of assuming, and assumes, the financial and other risks of
            that Transaction.

      (iii) Status of Parties. The other party is not acting as a fiduciary
            for or an adviser to it in respect of that Transaction."


(q)   Tax

      The Agreement is amended by deleting Section 2(d) in its entirety and
      replacing it with the following:

      "(d)  Deduction or Withholding for Tax

      (i)   Requirement to Withhold

            All payments under this Agreement will be made without any
            deduction or withholding for or on account of any Tax unless such
            deduction or withholding is required (including, for the avoidance
            of doubt, if such deduction or withholding is required in order
            for the payer to obtain relief from Tax) by any applicable law, as
            modified by the practice of any relevant governmental revenue
            authority, then in effect. If a party ("X") is so required to
            deduct or withhold, then that party (the "Deducting Party"):-

            (A)   will promptly notify the other party ("Y") of such
                  requirement;

            (B)   will pay to the relevant authorities the full amount
                  required to be deducted or withheld (including the full
                  amount required to be deducted or withheld from any Gross Up
                  Amount (as defined below) paid by the Deducting Party to Y
                  under this Section 2(d)) promptly upon the earlier of
                  determining that such deduction or withholding is required
                  or receiving notice that such amount has been assessed
                  against Y;

            (C)   will promptly forward to Y an official receipt (or a
                  certified copy), or other documentation reasonably
                  acceptable to Y, evidencing such payment to such
                  authorities; and

            (D)   if X is Party A, X will promptly pay in addition to the
                  payment to which Party B is otherwise entitled under this
                  Agreement, such additional amount (the "Gross Up Amount")
                  (which shall be considered an Indemnifiable Tax) as is
                  necessary to ensure that the net amount actually received by
                  Party B will equal the full amount which Party B would have
                  received had no such deduction or withholding been required.

      (ii)  Liability



                                      42
<PAGE>

            If:

            (A)   X is required by any applicable law, as modified by the
                  practice of any relevant governmental revenue authority, to
                  make any deduction or withholding for or on account of any
                  Tax in respect of payments under this Agreement; and

            (B)   X does not so deduct or withhold; and

            (C)   a liability resulting from such Tax is assessed directly
                  against X,

            then, except to the extent that Y has satisfied or then satisfies
            the liability resulting from such Tax, (A) where X is Party B,
            Party A will promptly pay to Party B the amount of such liability
            (the "Liability Amount") (including any related liability for
            interest and together with an amount equal to the Tax payable by
            Party B on receipt of such amount but including any related
            liability for penalties only if Party A has failed to comply with
            or perform any agreement contained in Section 4(a)(i), 4(a)(iii)
            or 4(d)) and Party B will promptly pay to the relevant government
            revenue authority the amount of such liability (including any
            related liability for interest and penalties) and (B) where X is
            Party A and Party A would have been required to pay a Gross Up
            Amount to Party B, Party A will promptly pay to the relevant
            government revenue authority the amount of such liability
            (including any related liability for interest and penalties).

      (iii) Tax Credit, etc.

            (a)   Where Party A pays an amount in accordance with Section
                  2(d)(i)(D) or 2(d)(ii)(C) above, Party B undertakes as
                  follows:-

                  (1)   to the extent that Party B obtains any Tax credit,
                        allowance, set-off or repayment from the tax
                        authorities of any jurisdiction relating to any
                        deduction or withholding giving rise to such payment
                        or in the case of Section 2(d)(ii)(B) the amount to be
                        assessed ("Tax Credit"), it shall pay to Party A on
                        the next Note Interest Payment Date after receipt of
                        the same so much of the cash benefit (as determined in
                        accordance with sub-paragraph (iii)(a)(2) below)
                        relating thereto which it has received as will leave
                        Party B in substantially the same (but in any event no
                        worse) position as Party B would have been in if no
                        such deduction or withholding had been required or the
                        amount had not been so assessed;

                  (2)   the "cash benefit" shall, in the case of credit,
                        allowance or set-off, be the additional amount of Tax
                        which would have been payable by Party B in the
                        jurisdiction referred to in sub-paragraph (iii)(a)(1)
                        above but for the obtaining by it of the said Tax
                        credit, allowance or set-off and, in the case of a
                        repayment, shall be the amount of the repayment
                        together, in either case, with any related interest or
                        similar payment obtained by Party B; and



                                      43
<PAGE>

                  (3)   it will use all best endeavours to obtain any Tax
                        Credit as soon as is reasonably practicable, provided
                        that it shall be the sole judge of the amount of any
                        such Tax Credit and of the date on which the same is
                        received and shall not be obliged to disclose to Party
                        A any information regarding its tax affairs or tax
                        computations save that Party B shall, upon request by
                        Party A, supply Party A with a reasonably detailed
                        explanation of its calculation of the amount of any
                        such Tax Credit and of the date on which the same is
                        received.

                  (4)   Without prejudice to this Part 5(q)(iii), nothing
                        contained in this Schedule shall interfere with the
                        right of Party B (or any of its members) or Party A to
                        arrange its tax and other affairs in whatever manner
                        it thinks fit and, in particular, neither Party B (nor
                        any of its members) nor Party A shall be under any
                        obligation to claim relief from Tax on its corporate
                        profits, or from any similar Tax liability or to claim
                        relief in priority to any other claims, reliefs,
                        credits or deductions available to it. Neither Party B
                        (or any of its members) nor Party A shall be obliged
                        (other than as required by law) to disclose any
                        confidential information relating to the organisation
                        of its affairs.


                        The definition of "Indemnifiable Tax" in Section 14
                        shall be deleted and the following shall be substituted
                        therefor:

                        "Indemnifiable Tax" means any Tax."

(r)      Change of Account

      Section 2(b) of this Agreement is hereby amended by the addition of the
      following at the end thereof:

      "; provided that such new account shall be in the same legal and tax
      jurisdiction as the original account and such new account, in the case
      of Party B, is held with a financial institution with a long-term
      unsecured and unsubordinated debt obligation rating of at least "A1" by
      Moody's and a short-term unsecured, unsubordinated and unguaranteed debt
      obligation rating of at least "P-1" by Moody's and "A-1+" by S&P."

(s)   Condition Precedent

      Section 2(a)(iii) shall be amended by the deletion of the words "or
      Potential Event of Default" in respect of conditions precedent to the
      obligations of Party A only.

(t)   Representations

      (i)   Section 3(a)(v) shall be amended by the addition of the words
            "(with the exception of Section 11 insofar as it relates to any
            Stamp Tax)" after the words "this Agreement".



                                      44
<PAGE>

      (ii)  Section 3(b) shall be amended by the deletion of the words "or
            Potential Event of Default" in respect of the representation given
            by Party B only.

(u)   Transfers

      (i)   Section 7 of this Agreement shall not apply to Party A, who shall
            be required to comply with, and shall be bound by, the following:

            Without prejudice to Section 6(b)(ii) Party A may transfer all its
            interest and obligations in and under this Agreement to any other
            entity (a "Transferee"), provided that:

            (a)   it has given five Local Business Days prior written notice
                  to the Note Trustee;

            (b)   the Transferee's long-term, unsecured and unsubordinated
                  debt obligations are then rated not less than "A-1+" by S&P
                  and "F1" by Fitch (or its equivalent by any substitute
                  rating agency) or such Transferee's obligations under this
                  Agreement are guaranteed by an entity whose long-term,
                  unsecured and unsubordinated debt obligations are then rated
                  not less than "A-1+" by S&P and "F1"by Fitch (or its
                  equivalent by any substitute rating agency);

            (c)   the Transferee is an Eligible Replacement (as defined in
                  Part 5(l));

            (d)   as of the date of such transfer the Transferee will not, as
                  a result of such transfer, be required to withhold or deduct
                  on account of Tax under this Agreement without being
                  required to pay a Gross Up Amount in respect of such Tax;

            (e)   a Termination Event or an Event of Default does not occur
                  under this Agreement as a result of such transfer;

            (f)   no additional amount will be payable by Party B to Party A
                  or the Transferee on the next succeeding Scheduled Payment
                  Date as a result of such transfer; and

            (g)   (if the Transferee is domiciled in a different country from
                  both Party A and Party B) S&P and Fitch have provided prior
                  written notification that the then current ratings of the
                  Issuer Notes will not be adversely affected.

            Following such transfer all references to Party A shall be deemed
            to be references to the Transferee.



                                      45
<PAGE>

(v)   Contracts (Rights of Third Parties) Act 1999

      A person who is not a party to this Agreement shall have no right under
      the Contracts (Rights of Third Parties) Act 1999 to enforce any of its
      terms but this shall not affect any right or remedy of a third party
      which exists or is available apart from that Act.

(w)   Calculations if an Early Termination Date occurs as a result of an Event
      of Default or Additional Termination Event where Party A is the
      Defaulting Party or the sole Affected Party.

      Subject to compliance with clause 14.3(m) (Issuer Swap Agreements) of
      the Issuer Deed of Charge, upon the occurrence of an Event of Default or
      an Additional Termination Event where Party A is the Defaulting Party or
      the sole Affected Party, as applicable, Party B will be entitled (but
      not obliged in the event that it does not designate an Early Termination
      Date) to proceed in accordance with Section 6 of this Agreement subject
      to the following:

      (i)   For the purposes of Section 6(d)(i) of this Agreement, Party B's
            obligation with respect to the extent of information to be
            provided with its calculations is limited to information Party B
            has already received in writing and provided Party B is able to
            release this information without breaching the provisions of any
            law applicable to, or any contractual restriction binding upon,
            Party B.


      (ii)  The definition of "Market Quotation" shall be deleted in its
            entirety and replaced with the following:

      ""Market Quotation" means, with respect to one or more Terminated
      Transactions, a Firm Offer which is (1) made by a Reference Market-maker
      that is an Eligible Replacement, (2) for an amount that would be paid to
      Party B (expressed as a negative number) or by Party B (expressed as a
      positive number) in consideration of an agreement between Party B and
      such Reference Market-maker to enter into a transaction (the
      "Replacement Transaction") that would have the effect of preserving for
      such party the economic equivalent of any payment or delivery (whether
      the underlying obligation was absolute or contingent and assuming the
      satisfaction of each applicable condition precedent) by the parties
      under Section 2(a)(i) in respect of such Terminated Transactions or
      group of Terminated Transactions that would, but for the occurrence of
      the relevant Early Termination Date, have been required after that Date,
      (3) made on the basis that Unpaid Amounts in respect of the Terminated
      Transaction or group of Transactions are to be excluded but, without
      limitation, any payment or delivery that would, but for the relevant
      Early Termination Date, have been required (assuming satisfaction of
      each applicable condition precedent) after that Early Termination Date
      is to be included and (4) made in respect of a Replacement Transaction
      with terms substantially the same as those of this Agreement (save for
      the exclusion of provisions relating to Transactions that are not
      Terminated Transactions)."

      (ii)  The definition of "Settlement Amount" shall be deleted in its
            entirety and replaced with the following:



                                      46
<PAGE>

      ""Settlement Amount" means, with respect to any Early Termination Date,
      an amount (as determined by Party B) equal to the Termination Currency
      Equivalent of the amount (whether positive or negative) of any Market
      Quotation for the relevant Terminated Transaction or group of Terminated
      Transactions that is accepted by Party B so as to become legally
      binding, Provided that:

      (a)   If, on the day falling ten Local Business Days after the day on
            which the Early Termination Date is designated or such later day
            as Party B may specify in writing to Party A (but in either case
            no later than the Early Termination Date) (such day the "Latest
            Settlement Amount Determination Day"), no Market Quotation for the
            relevant Terminated Transaction or group of Terminated
            Transactions has been accepted by Party B so as to become legally
            binding and one or more Market Quotations have been communicated
            to Party B and remain capable of becoming legally binding upon
            acceptance by Party B, the Settlement Amount shall equal the
            Termination Currency Equivalent of the amount (whether positive or
            negative) of the lowest of such Market Quotations; and

      (b)   If, on the Latest Settlement Amount Determination Day, no Market
            Quotation for the relevant Terminated Transaction or group of
            Terminated Transactions is accepted by Party B so as to become
            legally binding and no Market Quotations have been communicated to
            Party B and remain capable of becoming legally binding upon
            acceptance by Party B, the Settlement Amount shall equal Party B's
            Loss (whether positive or negative and without reference to any
            Unpaid Amounts) for the relevant Terminated Transaction or group
            of Terminated Transactions."

      (iii) For the purpose of paragraph (4) of the definition of Market
            Quotation, Party B shall determine in its sole discretion, acting
            in a commercially reasonable manner, whether a Firm Offer is made
            in respect of a Replacement Transaction with terms substantially
            the same as those of this Agreement (save for the exclusion of
            provisions relating to Transactions that are not Terminated
            Transactions).

      (iv)  At any time on or before the Latest Settlement Amount
            Determination Day at which two or more Market Quotations have been
            communicated to Party B and remain capable of becoming legally
            binding upon acceptance by Party B, Party B shall be entitled to
            accept only the lowest of such Market Quotations.

      (v)   If Party B requests Party A in writing to obtain Market
            Quotations, Party A shall use its reasonable efforts to do so
            before the Latest Settlement Amount Determination Day.

      (vi)  If the Settlement Amount is a negative number, Section 6(e)(i)(3)
            of this Agreement shall be deleted in its entirety and replaced
            with the following:

      "Second Method and Market Quotation". If Second Method and Market
      Quotation apply, (1) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (2) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A



                                      47
<PAGE>

      and (3) Party A shall pay to Party B the Termination Currency Equivalent
      of the Unpaid Amounts owing to Party B, Provided that, (i) the amounts
      payable under (2) and (3) shall be subject to netting in accordance with
      Section 2(c) of this Agreement and (ii) notwithstanding any other
      provision of this Agreement, any amount payable by Party A under (3)
      shall not be netted-off against any amount payable by Party B under
      (1)."

(x)   Misrepresentation

      Section 5(a)(iv) (Misrepresentation) of this Agreement shall be deemed
      to be amended by the addition of the words "and Part 5(n)(iii) of the
      Schedule" after the words "Section 3(e) and (f)" in the first line
      thereof.


(y)   Moody's Notifications

      Notwithstanding any other provision of this Agreement, this Agreement
      shall not be amended, no Early Termination Date shall be effectively
      designated by Party B, and no transfer of any rights or obligations
      under this Agreement shall be made unless Moody's has been given prior
      written notice of such amendment, designation or transfer.



                                      48
<PAGE>

(Bilateral Form - Transfer)(1)       (ISDA Agreements Subject to English Law)(2)



                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the

                             ISDA Master Agreement


                        the Effective Date specified in the Confirmation
            dated as of ..........................................


                                    between
      Deutsche Bank AG, London Branch         Granite Master Issuer plc
      ................................ and  ...........................



This Annex supplements, forms part of, and is subject to, the ISDA Master
Agreement referred to above and is part of its Schedule. For the purposes of
this Agreement, including, without limitation, Sections 1(c), 2(a), 5 and 6,
the credit support arrangements set out in this Annex constitute a Transaction
(for which this Annex constitutes the Confirmation).



Paragraph 1. Interpretation

Capitalised terms not otherwise defined in this Annex or elsewhere in this
Agreement have the meanings specified pursuant to Paragraph 10, and all
references in this Annex to Paragraphs are to Paragraphs of this Annex. In the
event of any inconsistency between this Annex and the other provisions of this
Schedule, this Annex will prevail, and in the event of any inconsistency
between Paragraph 11 and the other



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

(1)    This document is not intended to create a charge or other security
interest over the assets transferred under its terms. Persons intending to
establish a collateral arrangement based on the creation of a charge or other
security interest should consider using the ISDA Credit Support Deed (English
law) or the ISDA Credit Support Annex (New York law), as appropriate.


(2)    This Credit Support Annex has been prepared for use with ISDA Master
Agreements subject to English law. Users should consult their legal advisers
as to the proper use and effect of this form and the arrangements it
contemplates. In particular, users should consult their legal advisers if they
wish to have the Credit Support Annex made subject to a governing law other
than English law or to have the Credit Support Annex subject to a different
governing law than that governing the rest of the ISDA Master Agreement (e.g.,
English law for the Credit Support Annex and New York law for the rest of the
ISDA Master Agreement).






  Copyright (C) 1995 by International Swaps and Derivatives Association, Inc.

<PAGE>

provisions of this Annex, Paragraph 11 will prevail. For the avoidance of
doubt, references to "transfer" in this Annex mean, in relation to cash,
payment and, in relation to other assets, delivery.

Paragraph 2. Credit Support Obligations

(a)   Delivery Amount. Subject to Paragraphs 3 and 4, upon a demand made by the
Transferee on or promptly following a Valuation Date, if the Delivery Amount
for that Valuation Date equals or exceeds the Transferor's Minimum Transfer
Amount, then the Transferor will transfer to the Transferee Eligible Credit
Support having a Value as of the date of transfer at least equal to the
applicable Delivery Amount (rounded pursuant to Paragraph 11(b)(iii)(D)).
Unless otherwise specified in Paragraph 11(b), the "Delivery Amount"
applicable to the Transferor for any Valuation Date will equal the amount by
which:

      (i)   the Credit Support Amount

      exceeds

      (ii)  the Value as of that Valuation Date of the Transferor's Credit
      Support Balance (adjusted to include any prior Delivery Amount and to
      exclude any prior Return Amount, the transfer of which, in either case,
      has not yet been completed and for which the relevant Settlement Day
      falls on or after such Valuation Date).

(b)   Return Amount. Subject to Paragraphs 3 and 4, upon a demand made by the
Transferor on or promptly following a Valuation Date, if the Return Amount for
that Valuation Date equals or exceeds the Transferee's Minimum Transfer
Amount, then the Transferee will transfer to the Transferor Equivalent Credit
Support specified by the Transferor in that demand having a Value as of the
date of transfer as close as practicable to the applicable Return Amount
(rounded pursuant to Paragraph 11(b)(iii)(D)) and the Credit Support Balance
will, upon such transfer, be reduced accordingly. Unless otherwise specified
in Paragraph 11(b), the "Return Amount" applicable to the Transferee for any
Valuation Date will equal the amount by which:

      (i)   the Value as of that Valuation Date of the Transferor's Credit
      Support Balance (adjusted to include any prior Delivery Amount and to
      exclude any prior Return Amount, the transfer of which, in either case,
      has not yet been completed and for which the relevant Settlement Day
      falls on or after such Valuation Date)

      exceeds

      (ii)  the Credit Support Amount.

Paragraph 3. Transfers, Calculations and Exchanges

(a)   Transfers. All transfers under this Annex of any Eligible Credit Support,
Equivalent Credit Support, Interest Amount or Equivalent Distributions shall
be made in accordance with the instructions of the Transferee or Transferor,
as applicable, and shall be made:

      (i)   in the case of cash, by transfer into one or more bank accounts
      specified by the recipient;



                                       2                          ISDA(R) 1995
<PAGE>

      (ii)  in the case of certificated securities which cannot or which the
      parties have agreed will not be delivered by book-entry, by delivery in
      appropriate physical form to the recipient or its account accompanied by
      any duly executed instruments of transfer, transfer tax stamps and any
      other documents necessary to constitute a legally valid transfer of the
      transferring party's legal and beneficial title to the recipient; and

      (iii) in the case of securities which the parties have agreed will be
      delivered by book-entry, by the giving of written instructions
      (including, for the avoidance of doubt, instructions given by telex,
      facsimile transmission or electronic messaging system) to the relevant
      depository institution or other entity specified by the recipient,
      together with a written copy of the instructions to the recipient,
      sufficient, if complied with, to result in a legally effective transfer
      of the transferring party's legal and beneficial title to the recipient.

Subject to Paragraph 4 and unless otherwise specified, if a demand for the
transfer of Eligible Credit Support or Equivalent Credit Support is received
by the Notification Time, then the relevant transfer will be made not later
than the close of business on the Settlement Day relating to the date such
demand is received; if a demand is received after the Notification Time, then
the relevant transfer will be made not later than the close of business on the
Settlement Day relating to the day after the date such demand is received.

(b)   Calculations. All calculations of Value and Exposure for purposes of
Paragraphs 2 and 4(a) will be made by the relevant Valuation Agent as of the
relevant Valuation Time. The Valuation Agent will notify each party (or the
other party, if the Valuation Agent is a party) of its calculations not later
than the Notification Time on the Local Business Day following the applicable
Valuation Date (or, in the case of Paragraph 4(a), following the date of
calculation).

(c)   Exchanges.

      (i)   Unless otherwise specified in Paragraph 11, the Transferor may on
      any Local Business Day by notice inform the Transferee that it wishes to
      transfer to the Transferee Eligible Credit Support specified in that
      notice (the "New Credit Support") in exchange for certain Eligible
      Credit Support (the "Original Credit Support") specified in that notice
      comprised in the Transferor's Credit Support Balance.

      (ii)  If the Transferee notifies the Transferor that it has consented to
      the proposed exchange, (A) the Transferor will be obliged to transfer
      the New Credit Support to the Transferee on the first Settlement Day
      following the date on which it receives notice (which may be oral
      telephonic notice) from the Transferee of its consent and (B) the
      Transferee will be obliged to transfer to the Transferor Equivalent
      Credit Support in respect of the Original Credit Support not later than
      the Settlement Day following the date on which the Transferee receives
      the New Credit Support, unless otherwise specified in Paragraph 11(d)
      (the "Exchange Date"); provided that the Transferee will only be obliged
      to transfer Equivalent Credit Support with a Value as of the date of
      transfer as close as practicable to, but in any event not more than, the
      Value of the New Credit Support as of that date.



                                       3                          ISDA(R) 1995
<PAGE>

Paragraph 4. Dispute Resolution

(a)  Disputed Calculations or Valuations. If a party (a "Disputing Party")
reasonably disputes (I) the Valuation Agent's calculation of a Delivery Amount
or a Return Amount or (II) the Value of any transfer of Eligible Credit
Support or Equivalent Credit Support, then:

      (1)   the Disputing Party will notify the other party and the Valuation
      Agent (if the Valuation Agent is not the other party) not later than the
      close of business on the Local Business Day following, in the case of
      (I) above, the date that the demand is received under Paragraph 2 or, in
      the case of (II) above, the date of transfer;

      (2)   in the case of (I) above, the appropriate party will transfer the
      undisputed amount to the other party not later than the close of
      business on the Settlement Day following the date that the demand is
      received under Paragraph 2;

      (3)   the parties will consult with each other in an attempt to resolve
      the dispute; and

      (4)   if they fail to resolve the dispute by the Resolution Time, then:

            (i)   in the case of a dispute involving a Delivery Amount or Return
            Amount, unless otherwise specified in Paragraph 11(c), the
            Valuation Agent will recalculate the Exposure and the Value as of
            the Recalculation Date by:

                  (A)   utilising any calculations of that part of the Exposure
                  attributable to the Transactions that the parties have
                  agreed are not in dispute;

                  (B)   calculating that part of the Exposure attributable to
                  the Transactions in dispute by seeking four actual
                  quotations at mid-market from Reference Market-makers for
                  purposes of calculating Market Quotation, and taking the
                  arithmetic average of those obtained; provided that if four
                  quotations are not available for a particular Transaction,
                  then fewer than four quotations may be used for that
                  Transaction, and if no quotations are available for a
                  particular Transaction, then the Valuation Agent's original
                  calculations will be used for the Transaction; and

                  (C)   utilising the procedures specified in Paragraph
                  11(e)(ii) for calculating the Value, if disputed, of the
                  outstanding Credit Support Balance;

      (ii)  in the case of a dispute involving the Value of any transfer of
      Eligible Credit Support or Equivalent Credit Support, the Valuation
      Agent will recalculate the Value as of the date of transfer pursuant to
      Paragraph 11(e)(ii).

Following a recalculation pursuant to this Paragraph, the Valuation Agent will
notify each party (or the other party, if the Valuation Agent is a party) as
soon as possible but in any event not later than the Notification Time on the
Local Business Day following the Resolution Time. The appropriate party will,
upon demand following such notice given by the Valuation Agent or a resolution
pursuant to (3) above and subject to Paragraph 3(a), make the appropriate
transfer.



                                       4                          ISDA(R) 1995
<PAGE>

(b)   No Event of Default. The failure by a party to make a transfer of any
amount which is the subject of a dispute to which Paragraph 4(a) applies will
not constitute an Event of Default for as long as the procedures set out in
this Paragraph 4 are being carried out. For the avoidance of doubt, upon
completion of those procedures, Section 5(a)(i) of this Agreement will apply
to any failure by a party to make a transfer required under the final sentence
of Paragraph 4(a) on the relevant due date.

Paragraph 5. Transfer of Title, No Security Interest, Distributions and
Interest Amount

(a)   Transfer of Title. Each party agrees that all right, title and interest in
and to any Eligible Credit Support, Equivalent Credit Support, Equivalent
Distributions or Interest Amount which it transfers to the other party under
the terms of this Annex shall vest in the recipient free and clear of any
liens, claims, charges or encumbrances or any other interest of the
transferring party or of any third person (other than a lien routinely imposed
on all securities in a relevant clearance system).

(b)   No Security Interest. Nothing in this Annex is intended to create or does
create in favour of either party any mortgage, charge, lien, pledge,
encumbrance or other security interest in any cash or other property
transferred by one party to the other party under the terms of this Annex.

(c)   Distributions and Interest Amount.

      (i)   Distributions. The Transferee will transfer to the Transferor not
      later than the Settlement Day following each Distributions Date cash,
      securities or other property of the same type, nominal value,
      description and amount as the relevant Distributions ("Equivalent
      Distributions") to the extent that a Delivery Amount would not be
      created or increased by the transfer, as calculated by the Valuation
      Agent (and the date of calculation will be deemed a Valuation Date for
      this purpose).


      (ii)  Interest Amount. Unless otherwise specified in Paragraph
      11(f)(iii), the Transferee will transfer to the Transferor at the times
      specified in Paragraph 11(f)(ii) the relevant Interest Amount to the
      extent that a Delivery Amount would not be created or increased by the
      transfer, as calculated by the Valuation Agent (and the date of
      calculation will be deemed a Valuation Date for this purpose).

Paragraph 6. Default

If an Early Termination Date is designated or deemed to occur as a result of
an Event of Default in relation to a party, an amount equal to the Value of
the Credit Support Balance, determined as though the Early Termination Date
were a Valuation Date, will be deemed to be an Unpaid Amount due to the
Transferor (which may or may not be the Defaulting Party) for purposes of
Section 6(e). For the avoidance of doubt, if Market Quotation is the
applicable payment measure for purposes of Section 6(e), then the Market
Quotation determined under Section 6(e) in relation to the Transaction
constituted by this Annex will be deemed to be zero, and, if Loss is the
applicable payment measure for purposes of Section 6(e), then the Loss
determined under Section 6(e) in relation to the Transaction will be limited
to the Unpaid Amount representing the Value of the Credit Support Balance.



                                       5                          ISDA(R) 1995
<PAGE>

Paragraph 7. Representation

Each party represents to the other party (which representation will be deemed
to be repeated as of each date on which it transfers Eligible Credit Support,
Equivalent Credit Support or Equivalent Distributions) that it is the sole
owner of or otherwise has the right to transfer all Eligible Credit Support,
Equivalent Credit Support or Equivalent Distributions it transfers to the
other party under this Annex, free and clear of any security interest, lien,
encumbrance or other restriction (other than a lien routinely imposed on all
securities in a relevant clearance system).

Paragraph 8. Expenses

Each party will pay its own costs and expenses (including any stamp, transfer
or similar transaction tax or duty payable on any transfer it is required to
make under this Annex) in connection with performing its obligations under
this Annex, and neither party will be liable for any such costs and expenses
incurred by the other party.

Paragraph 9. Miscellaneous

(a)   Default Interest. Other than in the case of an amount which is the subject
of a dispute under Paragraph 4(a), if a Transferee fails to make, when due,
any transfer of Equivalent Credit Support, Equivalent Distributions or the
Interest Amount, it will be obliged to pay the Transferor (to the extent
permitted under applicable law) an amount equal to interest at the Default
Rate multiplied by the Value on the relevant Valuation Date of the items of
property that were required to be transferred, from (and including) the date
that the Equivalent Credit Support, Equivalent Distributions or Interest
Amount were required to be transferred to (but excluding) the date of transfer
of the Equivalent Credit Support, Equivalent Distributions or Interest Amount.
This interest will be calculated on the basis of daily compounding and the
actual number of days elapsed.

(b)   Good Faith and Commercially Reasonable Manner. Performance of all
obligations under this Annex, including, but not limited to, all calculations,
valuations and determinations made by either party, will be made in good faith
and in a commercially reasonable manner.

(c)   Demands and Notices. All demands and notices given by a party under this
Annex will be given as specified in Section 12 of this Agreement.

(d)   Specifications of Certain Matters. Anything referred to in this Annex as
being specified in Paragraph 11 also may be specified in one or more
Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 10. Definitions

As used in this Annex:

"Base Currency" means the currency specified as such in Paragraph 11(a)(i).



                                       6                          ISDA(R) 1995
<PAGE>

"Base Currency Equivalent" means, with respect to an amount on a Valuation
Date, in the case of an amount denominated in the Base Currency, such Base
Currency amount and, in the case of an amount denominated in a currency other
than the Base Currency (the "Other Currency"), the amount of Base Currency
required to purchase such amount of the Other Currency at the spot exchange
rate determined by the Valuation Agent for value on such Valuation Date.

"Credit Support Amount" means, with respect to a Transferor on a Valuation
Date, (i) the Transferee's Exposure plus (ii) all Independent Amounts
applicable to the Transferor, if any, minus (iii) all Independent Amounts
applicable to the Transferee, if any, minus (iv) the Transferor's Threshold;
provided, however, that the Credit Support Amount will be deemed to be zero
whenever the calculation of Credit Support Amount yields a number less than
zero.

"Credit Support Balance" means, with respect to a Transferor on a Valuation
Date, the aggregate of all Eligible Credit Support that has been transferred
to or received by the Transferee under this Annex, together with any
Distributions and all proceeds of any such Eligible Credit Support or
Distributions, as reduced pursuant to Paragraph 2(b), 3(c)(ii) or 6. Any
Equivalent Distributions or Interest Amount (or portion of either) not
transferred pursuant to Paragraph 5(c)(i) or (ii) will form part of the Credit
Support Balance.

"Delivery Amount" has the meaning specified in Paragraph 2(a).

"Disputing Party" has the meaning specified in Paragraph 4.

"Distributions" means, with respect to any Eligible Credit Support comprised
in the Credit Support Balance consisting of securities, all principal,
interest and other payments and distributions of cash or other property to
which a holder of securities of the same type, nominal value, description and
amount as such Eligible Credit Support would be entitled from time to time.

"Distributions Date" means, with respect to any Eligible Credit Support
comprised in the Credit Support Balance other than cash, each date on which a
holder of such Eligible Credit Support is entitled to receive Distributions
or, if that date is not a Local Business Day, the next following Local
Business Day.

"Eligible Credit Support" means, with respect to a party, the items, if any,
specified as such for that party in Paragraph 11(b)(ii) including, in relation
to any securities, if applicable, the proceeds of any redemption in whole or
in part of such securities by the relevant issuer.

"Eligible Currency" means each currency specified as such in Paragraph
11(a)(ii), if such currency is freely available.

"Equivalent Credit Support" means, in relation to any Eligible Credit Support
comprised in the Credit Support Balance, Eligible Credit Support of the same
type, nominal value, description and amount as that Eligible Credit Support.

"Equivalent Distributions" has the meaning specified in Paragraph 5(c)(i).

"Exchange Date" has the meaning specified in Paragraph 11(d).



                                       7                          ISDA(R) 1995
<PAGE>

"Exposure" means, with respect to a party on a Valuation Date and subject to
Paragraph 4 in the case of a dispute, the amount, if any, that would be
payable to that party by the other party (expressed as a positive number) or
by that party to the other party (expressed as a negative number) pursuant to
Section 6(e)(ii)(1) of this Agreement if all Transactions (other than the
Transaction constituted by this Annex) were being terminated as of the
relevant Valuation Time, on the basis that (i) that party is not the Affected
Party and (ii) the Base Currency is the Termination Currency; provided that
Market Quotations will be determined by the Valuation Agent on behalf of that
party using its estimates at mid-market of the amounts that would be paid for
Replacement Transactions (as that term is defined in the definition of "Market
Quotation").

"Independent Amount" means, with respect to a party, the Base Currency
Equivalent of the amount specified as such for that party in Paragraph 11
(b)(iii)(A); if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum
of the Base Currency Equivalents of the amounts of interest determined for
each relevant currency and calculated for each day in that Interest Period on
the principal amount of the portion of the Credit Support Balance comprised of
cash in such currency, determined by the Valuation Agent for each such day as
follows:

      (x)   the amount of cash in such currency on that day; multiplied by

      (y)   the relevant Interest Rate in effect for that day; divided by

      (z)   360 (or, in the case of pounds sterling, 365).

"Interest Period" means the period from (and including) the last Local
Business Day on which an Interest Amount was transferred (or, if no Interest
Amount has yet been transferred, the Local Business Day on which Eligible
Credit Support or Equivalent Credit Support in the form of cash was
transferred to or received by the Transferee) to (but excluding) the Local
Business Day on which the current Interest Amount is transferred.

"Interest Rate" means, with respect to an Eligible Currency, the rate
specified in Paragraph 11(f)(i) for that currency.

"Local Business Day", unless otherwise specified in Paragraph 1l(h), means:

      (i)   in relation to a transfer of cash or other property (other than
      securities) under this Annex, a day on which commercial banks are open
      for business (including dealings in foreign exchange and foreign
      currency deposits) in the place where the relevant account is located
      and, if different, in the principal financial centre, if any, of the
      currency of such payment;

      (ii)  in relation to a transfer of securities under this Annex, a day on
      which the clearance system agreed between the parties for delivery of
      the securities is open for the acceptance and execution of settlement
      instructions or, if delivery of the securities is contemplated by other
      means, a day on which commercial banks are open for business (including
      dealings in foreign exchange and foreign currency deposits) in the
      place(s) agreed between the parties for this purpose;



                                       8                          ISDA(R) 1995
<PAGE>

      (iii) in relation to a valuation under this Annex, a day on which
      commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in the place of location of the
      Valuation Agent and in the place(s) agreed between the parties for this
      purpose; and

      (iv)  in relation to any notice or other communication under this Annex,
      a day on which commercial banks are open for business (including
      dealings in foreign exchange and foreign currency deposits) in the place
      specified in the address for notice most recently provided by the
      recipient.

"Minimum Transfer Amount" means, with respect to a party, the amount specified
as such for that party in Paragraph 11(b)(iii)(C); if no amount is specified,
zero.

"New Credit Support" has the meaning specified in Paragraph 3(c)(i).

"Notification Time" has the meaning specified in Paragraph 11(c)(iv).

"Recalculation Date" means the Valuation Date that gives rise to the dispute
under Paragraph 4; provided, however, that if a subsequent Valuation Date
occurs under Paragraph 2 prior to the resolution of the dispute, then the
"Recalculation Date" means the most recent Valuation Date under Paragraph 2.

"Resolution Time" has the meaning specified in Paragraph 11(c)(i).

"Return Amount" has the meaning specified in Paragraph 2(b).

"Settlement Day" means, in relation to a date, (i) with respect to a transfer
of cash or other property (other than securities), the next Local Business Day
and (ii) with respect to a transfer of securities, the first Local Business
Day after such date on which settlement of a trade in the relevant securities,
if effected on such date, would have been settled in accordance with customary
practice when settling through the clearance system agreed between the parties
for delivery of such securities or, otherwise, on the market in which such
securities are principally traded (or, in either case, if there is no such
customary practice, on the first Local Business Day after such date on which
it is reasonably practicable to deliver such securities).

"Threshold" means, with respect to a party, the Base Currency Equivalent of
the amount specified as such for that party in Paragraph 11(b)(iii)(B); if no
amount is specified, zero.

"Transferee" means, in relation to each Valuation Date, the party in respect
of which Exposure is a positive number and, in relation to a Credit Support
Balance, the party which, subject to this Annex, owes such Credit Support
Balance or, as the case may be, the Value of such Credit Support Balance to
the other party.

"Transferor" means, in relation to a Transferee, the other party.

"Valuation Agent" has the meaning specified in Paragraph 11(c)(i).

"Valuation Date" means each date specified in or otherwise determined pursuant
to Paragraph 11(c)(ii).



                                       9                          ISDA(R) 1995
<PAGE>

"Valuation Percentage" means, for any item of Eligible Credit Support, the
percentage specified in Paragraph 11(b)(ii).

"Valuation Time" has the meaning specified in Paragraph 11(c)(iii).

"Value" means, for any Valuation Date or other date for which Value is
calculated, and subject to Paragraph 4 in the case of a dispute, with respect
to:

      (i)   Eligible Credit Support comprised in a Credit Support Balance that
      is:

            (A)   an amount of cash, the Base Currency Equivalent of such amount
            multiplied by the applicable Valuation Percentage, if any; and

            (B)   a security, the Base Currency Equivalent of the bid price
            obtained by the Valuation Agent multiplied by the applicable
            Valuation Percentage, if any; and

      (ii)  items that are comprised in a Credit Support Balance and are not
      Eligible Credit Support, zero.



                                       9                          ISDA(R) 1995
<PAGE>

                                  CREDIT SUPPORT ANNEX


       Elections and Variables dated as of the Effective Date specified
                              in the Confirmation
                                    Between
                        Deutsche Bank AG, London Branch
                                ("Party A") and
                           Granite Master Issuer plc
                                  ("Party B")


Paragraph 11. Elections and Variables

(a)   Base Currency and Eligible Currency.

      (i)   "Base Currency" means Pounds Sterling.

      (ii)  "Eligible Currency" means the Base Currency, Euro and US Dollars.

      It is agreed by the parties that where the Credit Support Amount is
      transferred in a currency other than the Base Currency, the Valuation
      Percentage specified in Paragraph 11(b)(ii) in respect of Fitch shall be
      reduced by a percentage agreed by the parties and approved by Fitch
      ("Additional Valuation Percentage"), or such Additional Valuation
      Percentage as agreed by the parties and approved by the relevant rating
      agency.

(b)   Credit Support Obligations.

            (i)   Delivery Amount, Return Amount and Credit Support Amount.

                  (A)   "Delivery Amount" has the meaning specified in
                        Paragraph 2(a), as amended (I) by deleting the words
                        "upon a demand made by the Transferee on or promptly
                        following a Valuation Date" and inserting in lieu
                        thereof the words "not later than the close of
                        business on each Valuation Date" and (II) by deleting
                        in its entirety the sentence beginning "Unless
                        otherwise specified in Paragraph 11(b)" and inserting
                        in lieu thereof the following:

                        The "Delivery Amount" applicable to the Transferor for
                        any Valuation Date will equal the greatest of:

                        (1)   the amount by which (a) the Credit Support
                              Amount (calculated according to the Fitch
                              Criteria) for such Valuation Date exceeds (b)
                              the Value (determined using the Fitch Valuation
                              Percentages in Paragraph 11(b)(ii)) as of such
                              Valuation Date of the Transferor's Credit
                              Support Balance (adjusted to include any prior
                              Delivery Amount and to exclude any prior Return
                              Amount, the transfer of which, in each case, has
                              not yet been completed and for which the
                              relevant Settlement Day falls on or after such
                              Valuation Date); and

                        (2)   the amount by which (a) the Credit Support
                              Amount (calculated according to the Moody's
                              Criteria) for such Valuation Date exceeds (b)
                              the Value (determined using the applicable
                              Moody's Valuation Percentages in Paragraph
                              11(b)(ii)) as of such Valuation Date of the
                              Transferor's Credit Support Balance (adjusted to
                              include

<PAGE>

                              any prior Delivery Amount and to exclude any
                              prior Return Amount, the transfer of which, in
                              each case, has not yet been completed and for
                              which the relevant Settlement Day falls on or
                              after such Valuation Date)

                  Provided that, in respect of any Valuation Date, the Value
                  of the Eligible Credit Support to be transferred under
                  Paragraph 2(a) shall be calculated using the applicable
                  Valuation Percentages for the rating agency whose criteria
                  have resulted in the greatest amount under (1) and (2)
                  above.


                  Provided further that if, in respect of any Valuation Date,
                  the Delivery Amount is greater than zero, the Transferor
                  will transfer to the Transferee sufficient Eligible Credit
                  Support to ensure that, immediately following such transfer,
                  none of the amounts calculated under (1) and (2) of this
                  Paragraph 11(b)(i)(A) shall be greater than zero.


                  (B)   "Return Amount" has the meaning as specified in
                  Paragraph 2(b) as amended by deleting in its entirety the
                  sentence beginning "Unless otherwise specified in Paragraph
                  11(b)" and inserting in lieu thereof the following:

                  The "Return Amount" applicable to the Transferee for any
                  Valuation Date will equal the least of:

                        (1)   the amount by which (a) the Value (determined
                              using the Fitch Valuation Percentages in
                              Paragraph 11(b)(ii)) as of such Valuation Date
                              of the Transferor's Credit Support Balance
                              (adjusted to include any prior Delivery Amount
                              and to exclude any prior Return Amount, the
                              transfer of which, in each case, has not yet
                              been completed and for which the relevant
                              Settlement Day falls on or after such Valuation
                              Date) exceeds (b) the Credit Support Amount
                              (calculated according to the Fitch Criteria) for
                              such Valuation Date, and

                        (2)   the amount by which (a) the Value (determined
                              using the Moody's Valuation Percentages in
                              Paragraph 11(b)(ii)) as of such Valuation Date
                              of the Transferor's Credit Support Balance
                              (adjusted to include any prior Delivery Amount
                              and to exclude any prior Return Amount, the
                              transfer of which, in each case, has not yet
                              been completed and for which the relevant
                              Settlement Day falls on or after such Valuation
                              Date) exceeds (b) the Credit Support Amount
                              (calculated according to the Moody's Criteria)
                              for such Valuation Date.

                  Provided that, in respect of any Valuation Date, the Value
                  of the Equivalent Credit Support to be transferred under
                  Paragraph 2(b) shall be calculated using the applicable
                  Valuation Percentages for the rating agency whose criteria
                  have resulted in the lowest amount under (1) and (2) of this
                  Paragraph 11(b)(i)(B).


                  Provided further that in no event shall the Transferee be
                  required to transfer any Equivalent Credit Support under
                  Paragraph 2(b) if, immediately following such transfer, any
                  of the amounts calculated under (1), (2) and (3) of
                  Paragraph 11(b)(i)(A) (Delivery Amount) would be greater
                  than zero.

<PAGE>

                  (C)   "Credit Support Amount" means (i) if the Threshold for
                  Party A is infinity, zero and (ii) if the Threshold for
                  Party A is zero, the meaning specified under the relevant
                  definition of "Ratings Criteria" in subparagraph (h)(v)
                  below.



            (ii)  Eligible Credit Support. On any date, the following items
                  will qualify as "Eligible Credit Support":


      (A)   in respect of Moody's, collateral specified in Appendix A to this
            Credit Support Annex; and

      (B)   in respect of Fitch (provided that each such item shall have a
            long-term rating of at least as high as AA- by Fitch), the
            following collateral will qualify as Eligible Credit Support:

<TABLE>
<CAPTION>
      ---------------------------------------------------------------------------------------------
                                                                                    Valuation
                                                                                   Percentage
      ---------------------------------------------------------------------------------------------
      <S>     <C>                                                            <C>
      (A)     cash in an Eligible Currency                                           100%
      ---------------------------------------------------------------------------------------------
      (B)     negotiable debt obligations issued after 18 July 1984           The Advance Rate, if
              by the U.S. Treasury Department having a residual                 applicable (the
              maturity on such date of less than 1 year (with local             "Advance Rate")
              and foreign currency issuer ratings of AA- or above)             under the heading
                                                                              "Notes Rating/AAA"
                                                                             in the table entitled
                                                                              "Advance Rates (%)"
                                                                               in Appendix 3 to
                                                                              Fitch's Structured
                                                                                Finance Report
                                                                                   entitled
                                                                             "Counterparty Risk in
                                                                               Structured Finance
                                                                               Transactions: Swap
                                                                               Criteria" dated 13
                                                                               September 2004 (the
                                                                                "Fitch Report" as
                                                                               modified, updated or
                                                                              replaced from time to
                                                                                       time).
      ---------------------------------------------------------------------------------------------
      (C)     negotiable debt obligations issued after 18 July 1984           The Advance Rate, if
              by the U.S. Treasury Department having a residual                     applicable.
              maturity on such date equal to or greater than 1 year
              but less than 5 years (with local and foreign currency
              issuer ratings of AA- or above)
      ---------------------------------------------------------------------------------------------
      (D)     negotiable debt obligations issued after 18 July 1984           The Advance Rate, if
              by the U.S. Treasury Department having a residual                    applicable.
              maturity on such date equal to or greater than 5 years
              but less than 10 years (with local and foreign currency
              issuer ratings of AA- or above)
      ---------------------------------------------------------------------------------------------
      (E)     negotiable debt obligations of the Federal Republic of          The Advance Rate, if
              Germany (with local and foreign currency issuer                       applicable.
              ratings of AA- or above) with a residual maturity of
              less than 10 years at the date of their transfer to the
              Secured Party.
      ---------------------------------------------------------------------------------------------

<PAGE>

      ---------------------------------------------------------------------------------------------
      (F)     negotiable debt obligations of the Republic of                  The Advance Rate, if
              France (with local and foreign currency issuer ratings                applicable.
              of AA- or above) with a residual maturity of less than
              10 years at the date of their transfer to the Secured
              Party.
      ---------------------------------------------------------------------------------------------
      (G)     negotiable debt obligations of Belgium (with local and          The Advance Rate, if
              foreign currency issuer ratings of AA- or above) with a               applicable.
              residual maturity of less than 10 years at the date of
              their transfer to the Secured Party.
      ---------------------------------------------------------------------------------------------
      (H)     negotiable debt obligations of the United Kingdom               The Advance Rate, if
              (with local and foreign currency issuer ratings of AA-                applicable.
              or above) with a residual maturity of less than 10 years
              at the date of their transfer to the Secured Party
      ---------------------------------------------------------------------------------------------
      (I)     negotiable debt obligations of Switzerland (with local          The Advance Rate, if
              and foreign currency issuer ratings of AA-or above)                   applicable.
              with a residual maturity of less than 10 years
              at the date of their transfer to the Secured Party.
      ---------------------------------------------------------------------------------------------
      (J)     negotiable debt obligations of Italy (with local and            The Advance Rate, if
              foreign currency issuer ratings of AA- or above) with a               applicable.
              residual maturity of less than 10 years at the date
              of their transfer to the Secured Party.
      ---------------------------------------------------------------------------------------------
      (K)     negotiable debt obligations of the Netherlands (with            The Advance Rate, if
              local and foreign currency issuer ratings of AA- or                   applicable.
              above) with a residual maturity of less than 10 years
              at the date of their transfer to the Secured Party.
      ---------------------------------------------------------------------------------------------
      (L)     negotiable debt obligations of the US Government               The Advance Rate, if
              National Mortgage Association, the US Federal                         applicable.
              National Mortgage Association, the US Federal Home
              Loan Mortgage Corporation, the US Student Loans
              Marketing Association or a US Federal Home Loan
              Bank (all entities rated Aa1 or above) with a residual
              maturity on such date equal to or greater than 1 year
              but less than 3 years.
      ---------------------------------------------------------------------------------------------
      (M)     negotiable debt obligations of the US Government                The Advance Rate, if
              National Mortgage Association, the US Federal                         applicable.
              National Mortgage Association, the US Federal
              Home Loan Mortgage Corporation, the US Student
              Loans Marketing Association or a US Federal Home
              Loan Bank (all entities rated Aa1 or above) with a
              residual maturity on such date equal to or greater
              than 3 years but less than 5 years.
      ---------------------------------------------------------------------------------------------
      (N)     negotiable debt obligations of the US Government                The Advance Rate, if
              National Mortgage Association, the US Federal                         applicable.
              National Mortgage Association, the US Federal
              Home Loan Mortgage Corporation, the US Student
              Loans Marketing Association or a US Federal Home
              Loan Bank (all entities rated Aa1 or above) with a
              residual maturity on such date equal to or greater
              than 5 years but less than 7 years.
      ---------------------------------------------------------------------------------------------
      (O)     negotiable debt obligations of the US Government                The Advance Rate, if
      ---------------------------------------------------------------------------------------------

<PAGE>

      ---------------------------------------------------------------------------------------------
              National Mortgage Association, the US Federal                         applicable.
              National Mortgage Association, the US Federal
              Home Loan Mortgage Corporation, the US Student
              Loans Marketing Association or a US Federal Home
              Loan Bank (all entities rated AA- or above) with a
              residual maturity on such date equal to or greater
              than 7 years but less than 10 years.
      ---------------------------------------------------------------------------------------------
</TABLE>

                Where negotiable debt obligations are rated by only one of the
                above relevant rating agencies, the rating applied will be
                based on the rating of that agency.



            (iii) Thresholds.

                  (A)   "Independent Amount" means, for Party A and Party B,
                        with respect to each Transaction, zero.

                  (B)   "Threshold" means with respect to Party A: Infinity,
                        unless:

                              (a)   An Initial Moody's Rating Event has
                                    occurred and is continuing and either (i)
                                    no Relevant Entity has had the Moody's
                                    First Trigger Required Ratings since this
                                    Annex was executed or (ii) at least 30
                                    Local Business Days have elapsed since the
                                    last time a Relevant Entity had the
                                    Moody's First Trigger Required Ratings;

                              (b)   Party A (or its Credit Support Provider,
                                    if applicable) ceases to be rated as high
                                    as "A+" or "F1" by Fitch and elects to
                                    post collateral to Party B, as set out in
                                    Part 5(m)(i)(A) of the Schedule to this
                                    Agreement;

                              (c)   Party A (or its Credit Support Provider)
                                    ceases to be rated as high as "BBB+" or
                                    "F2" by Fitch and elects to post
                                    collateral to Party B, as set out in Part
                                    5(m)(ii)(A) of the Schedule to this
                                    Agreement; or

                              (d)   Party A (or its Credit Support Provider)
                                    ceases to be rated as high as "BBB-" or
                                    "F3" by Fitch and it has not otherwise
                                    complied with Part 5(m)(ii)(A) of the
                                    Schedule to this Agreement,

                              then its Threshold shall be zero.


                        "Threshold" means, for Party B: infinity

                  (C)   "Minimum Transfer Amount" means, with respect to Party
                        A and Party B, GBP50,000.

                  (D)   "Rounding". The Delivery Amount and the Return Amount
                        will be rounded up to the nearest integral multiple of
                        GBP10,000 and down to the nearest integral multiple of
                        GBP10,000, subject to the maximum Return Amount being
                        equal to the Credit Support Balance.

(c)   Valuation and Timing.

      (i)   "Valuation Agent" means, Party A in all circumstances.

<PAGE>

      (ii)  "Valuation Date" means the first Business Day of each calendar
            week; provided that if such day is not a Local Business Day then
            the Valuation Date shall be the preceding day that is a Local
            Business Day.

      (iii) "Valuation Time" means the close of business on the Local Business
            Day immediately preceding the Valuation Date or date of
            calculation, as applicable; provided that the calculations of
            Value and Exposure will, as far as practicable, be made at
            approximately the same time on such date.

      (iv)  "Notification Time" means by 5.00p.m., London time, on a Local
            Business Day.

(d)   Exchange Date. "Exchange Date" has the meaning specified in paragraph
      3(c)(ii).

(e)   Dispute Resolution.

      (i)   "Resolution Time" means 1.00 p.m., London time, on the Local
            Business Day following the date on which notice is given that
            gives rise to a dispute under Paragraph 4.

      (ii)  "Value". For the purpose of Paragraph 4(a)(4)(i)(C) and
            4(a)(4)(ii), the Value of the outstanding Credit Support Balance
            or of any transfer of Eligible Credit Support or Equivalent Credit
            Support, as the case may be, will be calculated as follows:

            (A)   with respect to any Eligible Credit Support or Equivalent
                  Credit Support comprising securities ("Securities") the Base
                  Currency Equivalent of the sum of (a)(x) the last bid price
                  on such date for such Securities on the principal national
                  securities exchange on which such Securities are listed,
                  multiplied by the applicable Valuation Percentage; or (y)
                  where any Securities are not listed on a national securities
                  exchange, the bid price for such Securities quoted as at the
                  close of business on such date by any principal market maker
                  (which shall not be and shall be independent from the
                  Valuation Agent) for such Securities chosen by the Valuation
                  Agent, multiplied by the applicable Valuation Percentage; or
                  (z) if no such bid price is listed or quoted for such date,
                  the last bid price listed or quoted (as the case may be), as
                  of the day next preceding such date on which such prices
                  were available, multiplied by the applicable Valuation
                  Percentage; plus (b) the accrued interest where applicable
                  on such Securities (except to the extent that such interest
                  shall have been paid to the Transferor pursuant to Paragraph
                  5(c)(ii) or included in the applicable price referred to in
                  subparagraph (a) above) as of such date; and

            (B)   with respect to any Cash, the Base Currency Equivalent of
                  the amount thereof.

      (iii) "Alternative". The provisions of Paragraph 4 will apply.

(f)   Distribution and Interest Amount.

      (i)   Interest Rate. The "Interest Rate" in respect of each Eligible
            Currency will be:

            Base Currency: The "Interest Rate" in relation to Cash denominated
            in Sterling will be, the rate SONIA (Sterling Overnight Index) for
            such day as calculated by the Wholesale Market Brokers Association
            which appears on the Telerate Page 3937.

            Other eligible Currency: The "Interest Rate" in relation to
            Eligible Currency denominated in Euro, for any day will be, the
            rate EONIA (Euro Over Night Index Average) for such day as daily
            established by the European Central Bank on Bridge

<PAGE>

            page 247 Eonia and in relation to Eligible Currency denominated in
            USD, for any day will be, USD-Federal Funds H.15.

            "Transfer of Interest Amount". The transfer of the Interest Amount
            will be made on the first Local Business Day following the end of
            each calendar month and on any other Local Business Day on which
            Equivalent Credit Support is transferred to the Transferor
            pursuant to Paragraph 2(b), provided that Party B shall only be
            obliged to transfer any Interest Amount to Party A to the extent
            that it has received such amount.


            "Alternative to Interest Amount". The provisions of Paragraph
            5(c)(ii) will apply.


      (ii)  "Distributions" means, with respect to any Eligible Credit Support
            comprised in the Credit Support Balance consisting of securities,
            all principal, interest and other payments and distributions of
            cash or other property to which a holder of securities of the same
            type, nominal value, description and amount as such Eligible
            Credit Support would have received from time to time.

      (iii) "Distributions Date" means, with respect to any Eligible Credit
            Support comprised in the Credit Support Balance other than cash,
            each date on which a holder of such Eligible Credit Support would
            have received Distributions or, if that date is not a Local
            Business Day, the next following Local Business Day.

(g)   Addresses for Transfers.

      Party A:   Deutsche Bank AG, London Branch,
                 Winchester House
                 1 Great Winchester Street
                 London.
                 EC2N 2DB
                 United Kingdom


      Party B:   Details to be obtained from: To be advised by Party B

      Collateral calls / queries should be addressed to:

      To be advised by Party B


(h)   Other Provisions.


      (i)   Transfer Timing

      1)    The final paragraph of Paragraph 3(a) shall be deleted and
            replaced with the following:

            "Subject to Paragraph 4, and unless otherwise specified, any
            transfer of Eligible Credit Support or Equivalent Credit Support
            (whether by the Transferor pursuant to Paragraph 2(a) or by the
            Transferee pursuant to Paragraph 2(b)) shall be made not later
            than the close of business on the Settlement Day."

      2)    The definition of Settlement Day shall be deleted and replaced
            with the following:

            "Settlement Day" means the next Local Business Day after the
            Demand Date


<PAGE>

      3)    For the purposes of this Paragraph 11(h)(i):

            "Demand Date" means, with respect to a transfer by a party.

            (i)   in the case of a transfer pursuant to Paragraph 2, Paragraph
                  3 or Paragraph 4(a)(2), the relevant Valuation Date. For the
                  avoidance of doubt, for the purposes of Paragraph 2 and
                  Paragraph 4(a)(2), the Transferor will be deemed to receive
                  notice of the demand by the Transferee to make a transfer of
                  Eligible Credit Support; and

            (ii)  in the case of a transfer pursuant to Paragraph 3(c)(ii)(A),
                  the date on which the Transferee has given its consent to
                  the proposed exchange.

            for the avoidance of doubt, on each Demand Date the Transferor
            shall deliver to the Transferee and the Trustee a statement
            showing the amount of Eligible Credit Support to be delivered.

      (ii)  Costs of Transfer on Exchange

            Notwithstanding Paragraph 8, the Transferor will be responsible
            for, and will reimburse the Transferee for, all transfer and other
            taxes and other costs in connection with performing both its and
            the Transferee's obligations under this Annex, which are in
            relation to the transfer of Eligible Credit Support or Equivalent
            Credit Support either from the Transferor to the Transferee or
            from the Transferee to the Transferor hereto.

      (iii) Cumulative Rights

            The rights, powers and remedies of the Transferee under this Annex
            shall be in addition to all rights, powers and remedies given to
            the Transferee by this Agreement or by virtue of any statute or
            rule of law, all of which rights, powers and remedies shall be
            cumulative and may be exercised successively or concurrently
            without impairing the rights of the Transferee in the Credit
            Support Balance created pursuant to this Annex.

      (iv)  Single Transferor and Single Transferee

            Party A and Party B agree that, notwithstanding anything to the
            contrary in this Annex, (including, without limitation, the
            recital hereto, Paragraph 2 or the definitions in Paragraph 10),
            (a) the term "Transferee" as used in this Annex means only Party
            B, (b) the term "Transferor" as used in this Annex means only
            Party A, (c) only Party A will be required to make Transfers of
            Eligible Credit Support hereunder and, for the avoidance of Party
            B shall have no obligation to make transfer of any Delivery
            Amounts to Party A pursuant to the terms of this Annex; and (d) in
            the calculation of any Credit Support Amount, where the
            Transferee's Exposure would be expressed as a negative number,
            such Exposure shall be deemed to be zero.

      (v)   Exposure

            "Exposure" has the meaning specified in Paragraph 10, except that
            (1) after the word "Agreement" the words "(assuming, for this
            purpose only, that Part 5(a)(i) of the Schedule is deleted)" shall
            be inserted and (2) at the end of the definition of Exposure, the
            words "with terms substantially the same as those of this
            Agreement" shall be added.


      (vi)  Early Termination

<PAGE>

      The heading for Paragraph 6 shall be deleted and replaced with "Early
      Termination" and the following shall be added after the word "Default"
      in the first line of Paragraph 6, "in relation to all Transactions or a
      Termination Event in relation to all Transactions".




      (v)   Ratings Criteria


            "Ratings Criteria" means the Moody's Criteria and the Fitch
            Criteria (each as defined below), in each case which criteria is
            used for the purpose of determining the amount of Eligible Credit
            Support Party A is required to transfer to Party B where Party A
            has opted to transfer Eligible Credit Support in support of its
            obligations under this Agreement in accordance with Part 5(l), or
            (m) of the Schedule to this Agreement.


      Where the Moody's Criteria applies, the Credit Support Amount shall be:

            (A)   If (I) an Initial Moody's Rating Event has occurred and is
                  continuing and either (i) no Relevant Entity has had the
                  Moody's First Trigger Required Ratings since this Annex was
                  executed or (ii) at least 30 Local Business Days have
                  elapsed since the last time a Relevant Entity had the
                  Moody's First Trigger Required Ratings and (II) (i) no
                  Subsequent Moody's Rating Event has occurred and is
                  continuing or (ii) less than 30 Local Business Day's have
                  elapsed since the last time that no Subsequent Moody's
                  Rating Event had occurred and was continuing, an amount
                  equal to the Moody's First Trigger Credit Support Amount;

            (B)   If a Subsequent Moody's Rating Event has occurred and is
                  continuing and at least 30 Local Business Days have elapsed
                  since the last time that no Subsequent Moody's Rating Event
                  had occurred and was continuing, an amount equal to the
                  Moody's Second Trigger Credit Support Amount; and

            (C)   If Party A's Threshold is infinity, zero.

                        "Moody's First Trigger Credit Support Amount" means,
                        for any Valuation Date, an amount equal to the
                        greater of (a) zero and (b) the sum of the
                        Transferee's aggregate Exposure for all Transactions
                        and the aggregate of Moody's First Trigger Additional
                        Collateralised Amounts for all Transactions.

                        "Moody's First Trigger Additional Collateralised
                        Amount" with respect to any Transaction means an
                        amount equal to the product of the applicable
                        percentage set forth in Appendix B and the Notional
                        Amount for such Transaction.

                        "Moody's Second Trigger Credit Support Amount" means,
                        for any Valuation Date, an amount equal to the
                        greatest of (a) zero, (b) the aggregate amount of the
                        Next Payments for all Next Payment Dates (c) the sum
                        of the Transferee's aggregate Exposure and the
                        aggregate of Moody's Second Trigger Additional
                        Collateralised Amounts for all Transactions.

                        "Moody's Second Trigger Additional Collateralised
                        Amount" with respect to any Transaction shall mean the
                        product of the applicable percentage set forth in
                        Appendix C and the Notional

<PAGE>

                        Amount for such Transaction for the Calculation Period
                        which includes such Valuation Date.

                        "Next Payment" means, in respect of each Next Payment
                        Date, the greater of (i) the amount of any payments
                        due to be made by Party A under Section 2(a) on such
                        Next Payment Date less any payments due to be made by
                        Party B under Section 2(a) on such Next Payment Date
                        (in each case, after giving effect to any applicable
                        netting under Section 2(c)) and (ii) zero.

                        "Next Payment Date" means each date on which the next
                        scheduled payment under any Transaction is due to be
                        paid.

                        "Notional Amount" means, in the case of a single
                        currency swap, the Notional Amount (as defined in the
                        relevant Confirmation) and, in the case of a cross
                        currency swap, the Party A Currency Amount (as defined
                        in the relevant Confirmation).

                        "Transaction-Specific Hedge" means any Transaction
                        that is (1) an interest rate cap, (2) an interest rate
                        floor or interest rate swaption, or (3) a swap in
                        respect of which (x) the notional amount is "balance
                        guaranteed" or (y) the notional amount for any
                        Calculation Period otherwise is not a specific dollar
                        amount that is fixed at the inception of the
                        Transaction.

            Fitch Criteria

            "Fitch Criteria" means the criteria published by Fitch on 13
            September 2004 entitled "Counterparty Risk in Structured Finance
            Transactions: Swap Criteria"

            "Credit Support Amount" shall mean at any time for the purposes of
            the Fitch Criteria with respect to a Transferor on a Valuation
            Date the result of the following formula:

                max [MV plus VC x 105 per cent multiplied by N; 0]

            where:

            "max" means maximum;

            "MV" means the Transferee's Exposure;

            "VC" means the applicable volatility cushion at that time
            determined by reference to the table headed "Volatility Cushion
            (%)" appearing at the end of Appendix 2 to the Fitch Criteria (and
            for such purpose calculating the relevant Weighted Average Life
            assuming a zero prepayment rate and zero default rate in relation
            to the mortgages beneficially owned by Party B), if applicable;
            and

            "N" means the Transaction Notional Amount at that time.


            "Remaining Average Life" means the remaining average life of a
            swap as a number of years (expressed to two decimal places), and
            is based on an amortization schedule that is calculated using
            expected prepayment rates and which does not take into account any
            potential cancellation option exercise or early terminations of
            such swap.

<PAGE>

      (vi)  Calculations.

            Paragraph 3(b) of this Annex shall be amended by inserting the
            words "and shall provide each party (or the other party, if the
            Valuation Agent is a party) with a description in reasonable
            detail of how such calculations were made, upon request" after the
            word "calculations" in the third line thereof.

      (vii) Independent Party.

            If Party A is at any time rated below A3 or Prime-1 by Moody's,
            Party A shall (i) on a weekly basis (on the same date that the
            Valuation Agent makes its Calculation), obtain a Calculation from
            a party which is independent to Party A's trading desk (or the
            equivalent) (for example the middle office or market risk
            department of Party A, Party A's auditors or a consulting firm in
            derivative products appointed by Party A) to validate the
            calculation of any Calculation by Party A's trading desk (or the
            equivalent); and (ii) upon the written request of Moody's, on a
            monthly basis, use it's best efforts to seek two quotations from
            Reference Market-makers; provided that if 2 Reference
            Market-makers are not available to provide a quotation, then fewer
            than 2 Reference Market-makers may be used for such purpose, and
            if no Reference Market-makers are available, the Trustee will
            determine an alternative source, for the purpose of Calculations.
            Where more than one quotation is obtained, the quotation
            representing the greatest amount of Exposure shall be used by the
            Valuation Agent."

      (viii) Implementation of Credit Support Annex.

            Notwithstanding anything to the contrary in this Agreement and for
            the avoidance of doubt, Party A's obligation to transfer Eligible
            Credit Support pursuant to the terms of this Credit Support Annex
            will be subject to the provisions of Part 5(l) and 5(m) of the
            Schedule to this Agreement.


      (ix)  Definitions.

            As used in this Annex, the following terms shall mean:

            "Fitch" means Fitch Ratings Ltd and includes any successors
            thereto;

            "Moody's" means Moody's Investors Service Limited and includes any
            successors thereto; and


<PAGE>

                                  APPENDIX A


                            Valuation Percentages
               Where Rated Liabilities are STERLING Denominated

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------

                            If the Moody's First Trigger                                If the Moody's Second Trigger
                            Credit Support Amount applies                               Credit Support Amount applies
----------------------------------------------------------------------------------------------------------------------
<S>                                        <C>                                                       <C>
INSTRUMENT                                 Weekly                                                    Weekly
----------------------------------------------------------------------------------------------------------------------
Sterling Cash                               100%                                                      100%
----------------------------------------------------------------------------------------------------------------------
EURO Cash                                    98%                                                       96%
----------------------------------------------------------------------------------------------------------------------
U.S. Dollar Cash                             97%                                                       94%
----------------------------------------------------------------------------------------------------------------------
Fixed-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department with Remaining
Maturity
----------------------------------------------------------------------------------------------------------------------
< 1 Year                                     97%                                                       94%
----------------------------------------------------------------------------------------------------------------------
1 to 2 years                                 97%                                                       93%
----------------------------------------------------------------------------------------------------------------------
2 to 3 years                                 97%                                                       92%
----------------------------------------------------------------------------------------------------------------------
3 to 5 years                                 97%                                                       91%
----------------------------------------------------------------------------------------------------------------------
5 to 7 years                                 97%                                                       89%
----------------------------------------------------------------------------------------------------------------------
7 to 10 years                                97%                                                       88%
----------------------------------------------------------------------------------------------------------------------
10 to 20 years                               97%                                                       84%
----------------------------------------------------------------------------------------------------------------------
>20 years                                    97%                                                       82%
----------------------------------------------------------------------------------------------------------------------
Floating-Rate Negotiable Treasury Debt Issued by The U.S. Treasury Department
----------------------------------------------------------------------------------------------------------------------
All Maturities                               97%                                                       93%
----------------------------------------------------------------------------------------------------------------------
Fixed -Rate U.S. Agency Debentures with Remaining Maturity
----------------------------------------------------------------------------------------------------------------------
< 1 Year                                     97%                                                       93%
----------------------------------------------------------------------------------------------------------------------
1 to 2 years                                 97%                                                       92%
----------------------------------------------------------------------------------------------------------------------
2 to 3 years                                 97%                                                       91%
----------------------------------------------------------------------------------------------------------------------
3 to 5 years                                 97%                                                       90%
----------------------------------------------------------------------------------------------------------------------
5 to 7 years                                 97%                                                       88%
----------------------------------------------------------------------------------------------------------------------
7 to 10 years                                97%                                                       87%
----------------------------------------------------------------------------------------------------------------------
10 to 20 years                               97%                                                       83%
----------------------------------------------------------------------------------------------------------------------
>20 years                                    97%                                                       81%
----------------------------------------------------------------------------------------------------------------------
Floating-Rate U.S. Agency Debentures
----------------------------------------------------------------------------------------------------------------------
All Maturities                               97%                                                       92%
----------------------------------------------------------------------------------------------------------------------
Fixed-Rate Euro-Zone Government Bonds Rated Aa3 or Above with Remaining Maturity
----------------------------------------------------------------------------------------------------------------------
< 1 Year                                     98%                                                       96%
----------------------------------------------------------------------------------------------------------------------
1 to 2 years                                 98%                                                       95%
----------------------------------------------------------------------------------------------------------------------
2 to 3 years                                 98%                                                       94%
----------------------------------------------------------------------------------------------------------------------
3 to 5 years                                 98%                                                       92%
----------------------------------------------------------------------------------------------------------------------
5 to 7 years                                 98%                                                       90%
----------------------------------------------------------------------------------------------------------------------
7 to 10 years                                98%                                                       89%
----------------------------------------------------------------------------------------------------------------------
10 to 20 years                               98%                                                       84%
----------------------------------------------------------------------------------------------------------------------
>20 years                                    98%                                                       83%
----------------------------------------------------------------------------------------------------------------------
Floating-Rate Euro-Zone Government Bonds Rated Aa3 or Above
----------------------------------------------------------------------------------------------------------------------
All Maturities                               98%                                                       95%
----------------------------------------------------------------------------------------------------------------------
Fixed-Rate United Kingdom Gilts with Remaining Maturity
----------------------------------------------------------------------------------------------------------------------
< 1 Year                                    100%                                                       99%
----------------------------------------------------------------------------------------------------------------------
1 to 2 years                                100%                                                       98%
----------------------------------------------------------------------------------------------------------------------
2 to 3 years                                100%                                                       97%
----------------------------------------------------------------------------------------------------------------------
3 to 5 years                                100%                                                       96%
----------------------------------------------------------------------------------------------------------------------
5 to 7 years                                100%                                                       95%
----------------------------------------------------------------------------------------------------------------------
7 to 10 years                               100%                                                       94%
----------------------------------------------------------------------------------------------------------------------
10 to 20 years                              100%                                                       89%
----------------------------------------------------------------------------------------------------------------------
>20 years                                   100%                                                       87%
----------------------------------------------------------------------------------------------------------------------
Floating-Rate United Kingdom Gilts
----------------------------------------------------------------------------------------------------------------------

<PAGE>

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

                            If the Moody's First Trigger                                If the Moody's Second Trigger
                            Credit Support Amount applies                               Credit Support Amount applies
----------------------------------------------------------------------------------------------------------------------
All Maturities                              100%                                                       99%
----------------------------------------------------------------------------------------------------------------------
All other instruments                    0% or such                                             0% or such other
                                            other                                                 percentage in
                                        percentage in                                           respect of which
                                         respect of                                                Moody's has
                                        which Moody's                                              provided a
                                       has provided a                                            written ratings
                                       written ratings                                             affirmation
                                        affirmation
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                                  APPENDIX B

------------------------------------------------------------------------------
          Remaining
    Weighted Average Life
      of Hedge in Years
------------------------------------------------------------------------------
1 or less                                                  2.20%
------------------------------------------------------------------------------
More than 1 but not more than 2                            2.40%
------------------------------------------------------------------------------
More than 2 but not more than 3                            2.60%
------------------------------------------------------------------------------
More than 3 but not more than 4                            2.80%
------------------------------------------------------------------------------
More than 4 but not more than 5                            2.90%
------------------------------------------------------------------------------
More than 5 but not more than 6                            3.10%
------------------------------------------------------------------------------
More than 6 but not more than 7                            3.30%
------------------------------------------------------------------------------
More than 7 but not more than 8                            3.40%
------------------------------------------------------------------------------
More than 8 but not more than 9                            3.60%
------------------------------------------------------------------------------
More than 9 but not more than                              3.80%
10
------------------------------------------------------------------------------
More than 10 but not more than                             3.90%
11
------------------------------------------------------------------------------
More than 11 but not more than                             4.00%
12
------------------------------------------------------------------------------
More than 12 but not more than                             4.10%
13
------------------------------------------------------------------------------
More than 13 but not more than                             4.30%
14
------------------------------------------------------------------------------
More than 14 but not more than                             4.40%
15
------------------------------------------------------------------------------
More than 15 but not more than                             4.50%
16
------------------------------------------------------------------------------
More than 16 but not more than                             4.60%
17
------------------------------------------------------------------------------
More than 17 but not more than                             4.80%
18
------------------------------------------------------------------------------
More than 18 but not more than                             4.90%
19
------------------------------------------------------------------------------
More than 19 but not more than                             5.00%
20
------------------------------------------------------------------------------
More than 20 but not more than                             5.00%
21
------------------------------------------------------------------------------
More than 21 but not more than                             5.00%
22
------------------------------------------------------------------------------
More than 22 but not more than                             5.00%
23
------------------------------------------------------------------------------
More than 23 but not more than                            25.00%
24
------------------------------------------------------------------------------
More than 24 but not more than                             5.00%
25
------------------------------------------------------------------------------
More than 25 but not more than                             5.00%
26
------------------------------------------------------------------------------
More than 26 but not more than                             5.00%
27
------------------------------------------------------------------------------
More than 27 but not more than                             5.00%
------------------------------------------------------------------------------

<PAGE>

------------------------------------------------------------------------------
28
------------------------------------------------------------------------------
More than 28 but not more than                                    5.00%
29
------------------------------------------------------------------------------
More than 29                                                      5.00%
------------------------------------------------------------------------------

<PAGE>

                                  APPENDIX C


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

      Remaining               Transaction-Specific      Non-Transaction-Specific
Weighted Average Life                Hedges                    Hedges
  of Hedge in Years

--------------------------------------------------------------------------------
1 or less                            7.40%                     7.25%
--------------------------------------------------------------------------------
More than 1 but not more             7.80%                     7.50%
than 2
--------------------------------------------------------------------------------
More than 2 but not more             8.20%                     7.70%
than 3
--------------------------------------------------------------------------------
More than 3 but not more             8.50%                     8.00%
than 4
--------------------------------------------------------------------------------
More than 4 but not more             8.90%                     8.20%
than 5
--------------------------------------------------------------------------------
More than 5 but not more             9.20%                     8.40%
than 6
--------------------------------------------------------------------------------
More than 6 but not more             9.60%                     8.60%
than 7
--------------------------------------------------------------------------------
More than 7 but not more             9.90%                     8.80%
than 8
--------------------------------------------------------------------------------
More than 8 but not more            10.20%                     9.00%
than 9
--------------------------------------------------------------------------------
More than 9 but not more            10.50%                     9.20%
than 10
--------------------------------------------------------------------------------
More than 10 but not more           10.70%                     9.30%
than 11
--------------------------------------------------------------------------------
More than 11 but not more           11.00%                     9.50%
than 12
--------------------------------------------------------------------------------
More than 12 but not more           11.30%                     9.70%
than 13
--------------------------------------------------------------------------------
More than 13 but not more           11.50%                     9.80%
than 14
--------------------------------------------------------------------------------
More than 14 but not more           11.80%                    10.00%
than 15
--------------------------------------------------------------------------------
More than 15 but not more           12.00%                    10.00%
than 16
--------------------------------------------------------------------------------
More than 16 but not more           12.00%                    10.00%
than 17
--------------------------------------------------------------------------------
More than 17 but not more           12.00%                    10.00%
than 18
--------------------------------------------------------------------------------
More than 18 but not more           12.00%                    10.00%
than 19
--------------------------------------------------------------------------------
More than 19 but not more           12.00%                    10.00%
than 20
--------------------------------------------------------------------------------
More than 20 but not more           12.00%                    10.00%
than 21
--------------------------------------------------------------------------------
More than 21 but not more           12.00%                    10.00%
than 22
--------------------------------------------------------------------------------

<PAGE>

--------------------------------------------------------------------------------
More than 22 but not more           12.00%                    10.00%
than 23
--------------------------------------------------------------------------------
More than 23 but not more           12.00%                    10.00%
than 24
--------------------------------------------------------------------------------
More than 24 but not more           12.00%                    10.00%
than 25
--------------------------------------------------------------------------------
More than 25 but not more           12.00%                    10.00%
than 26
--------------------------------------------------------------------------------
More than 26 but not more           12.00%                    10.00%
than 27
--------------------------------------------------------------------------------
More than 27 but not more           12.00%                    10.00%
than 28
--------------------------------------------------------------------------------
More than 28 but not more           12.00%                    10.00%
than 29
--------------------------------------------------------------------------------
More than 29                        12.00%                    10.00%
--------------------------------------------------------------------------------

<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 1A1)
                                                             Execution Version



From:         Deutsche Bank AG, London Branch
              Winchester House
              1 Great Winchester Street
              London EC2N 2DB

Attention:    OTC Derivative Operations Division

To:           Granite Master Issuer plc
              Fifth Floor
              100 Wood Street
              London
              EC2V 7EX

Attention:    Securitisation Team, Risk Operations

Summit Ref:   1897570M
              --------



                                                                   23 May 2007


Dear Sirs,

Re: Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Deutsche Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to

<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>




<PAGE>


them in the Programme Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent
of the parties hereto). The Issuer Master Definitions Schedule shall prevail
to the extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 1,060,000,000 Series
2007-2 Class 1A1 Notes due April 2032.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

<TABLE>
<CAPTION>

<S>                                               <C>
Party A:                                          Deutsche Bank AG, London Branch

Party B:                                          Granite Master Issuer plc.

Trade Date:                                       16 May 2007.

Effective Date:                                   23 May 2007.

Termination Date:                                 The Floating Rate Payer I Payment Date
                                                  falling in April 2032.

Exchange Rate:                                    GBP 1.00: USD 1.9857.


A. Floating Payments

Floating Amounts I:

       Floating Rate Payer I:                     Party A.

       Floating Rate Payer I                      On any Floating Rate Payer I Payment Date,
       Currency Amount:                           USD 1,060,000,000 less the aggregate of the
                                                  Floating Rate Payer I Interim Exchange
                                                  Amounts paid prior to such date.

       Floating Rate Payer I                      Each Note Payment Date (as defined


                                               2
<PAGE>


       Payment Dates:                             in the Conditions).

       Floating Rate Payer I                      LIBOR (as defined in the Conditions).
       Floating Rate Option:

       Floating Rate Payer I                      1 month; except in respect of the initial
       Designated Maturity:                       Calculation Period for which Linear
                                                  Interpolation is applicable and in respect of
                                                  which the Linear Interpolation shall be
                                                  applied by reference to the 2 week and 1
                                                  month rates.

       Floating Rate Payer I Spread:              0.03 per cent. per annum for the Calculation
                                                  Periods up to and including the Calculation
                                                  Period ending on, but excluding, the Payment
                                                  Date falling in April 2012; and thereafter
                                                  0.06 per cent. per annum.

       Floating Rate Payer I                      Actual/360.
       Floating Rate Day Count Fraction:

       Floating Rate Payer I                      The first day of each Calculation Period.
       Reset Dates:

Floating Amounts II:

       Floating Rate Payer II:                    Party B.

       Floating Rate Payer II                     On any Floating Rate Payer II Payment Date,
       Currency Amount:                           GBP 533,816,790 less the aggregate of the
                                                  Floating Rate Payer II Interim Exchange
                                                  Amounts paid prior to such date.

       Floating Rate Payer II                     The 17th day of each calendar month in each
       Payment Dates:                             year during the Term from, and including,
                                                  June 2007 to, but excluding, the Termination
                                                  Date, subject to adjustment in accordance
                                                  with the Following Business Day Convention
                                                  and the Termination Date.

       Floating Rate Payer II                     GBP-LIBOR-BBA.
       Floating Rate Option:

       Floating Rate Payer II                     3 months; except in respect of the initial
       Designated Maturity:                       Calculation Period for which Linear
                                                  Interpolation is applicable and in respect of
                                                  which the Linear Interpolation shall be
                                                  applied by


                                               3
<PAGE>


                                                  reference to the 1 month and 2 month rates;
                                                  or 1 month, following the occurrence of a
                                                  Pass-Through Trigger Event or Step-Up Date.

       Floating Rate Payer II Spread:             -0.0027 per cent. per annum for the
                                                  Calculation Periods up to and including the
                                                  Calculation Period ending on, but excluding,
                                                  the Payment Date falling in April 2012; and
                                                  thereafter 0.1446 per cent. per annum.

       Floating Rate Payer II                     Actual/365 (Fixed).
       Floating Rate Day Count Fraction:

       Floating Rate Payer II                     The first day of each Calculation Period;
       Reset Dates:                               provided however, that in respect of every
                                                  Floating Rate Payer II Calculation Period
                                                  (other than the first Calculation Period and
                                                  any Calculation Period following the
                                                  occurrence of a Pass-Through Trigger Event or
                                                  Step-Up Date) that does not start on a
                                                  Quarterly Reset Date, the Floating Rate in
                                                  effect for such Calculation Period shall be
                                                  the Floating Rate for the immediately
                                                  preceding Floating Rate Payer II Calculation
                                                  Period.

Quarterly Reset Date:                             Each Note Payment Date (as defined in the
                                                  Conditions) scheduled to fall in January,
                                                  April, July and October starting in July
                                                  2007.

Calculation Agent:                                Party A.

Business Days:                                    London and New York.


B.    Initial Exchange:

Initial Exchange Date:                            Effective Date.

Party A Initial Exchange Amount:                  GBP 533,816,790.

Party B Initial Exchange Amount:                  USD 1,060,000,000.


C.    Interim Exchange:


                                               4
<PAGE>


Interim Exchange Dates:                           Each Note Payment Date (as defined in the
                                                  Conditions) on which a USD Amortisation
                                                  Amount is payable.

Floating Rate Payer I                             In respect of an Interim Exchange Date, the
Interim Exchange Amount:                          amount in USD (if any) equal to the principal
                                                  amount of the Issuer Notes required to be so
                                                  repaid, prepaid or otherwise redeemed
                                                  (howsoever described) in accordance with the
                                                  Conditions and as determined by the Cash
                                                  Manager pursuant to the Issuer Cash
                                                  Management Agreement; and notified to the
                                                  Calculation Agent by the Issuer Cash Manager
                                                  pursuant to the Issuer Cash Management
                                                  Agreement (the "USD Amortisation Amount").

Floating Rate Payer II                            In respect of any Interim Exchange Date, an
Interim Exchange Amount:                          amount in GBP equal to the Floating Rate
                                                  Payer I Interim Exchange Amount converted
                                                  into GBP at the Exchange Rate.


D.    Final Exchange:

Final Exchange Date:                              The Termination Date.

Floating Rate Payer I                             A USD amount equal to the Floating Rate Payer
Final Exchange Amount:                            II Final Exchange Amount converted into USD
                                                  at the Exchange Rate.

Floating Rate Payer II                            The Floating Rate Payer II Currency Amount.
Final Exchange Amount:


E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                      Deutsche Bank Trust Co.,
                                                  New York
                                                  ABA 021 001 033
                                                  Account Number: 04-411-739
                                                  Swift Code: BKTRUS33

Account for Payments in GBP:                      Deutsche Bank AG, London
                                                  Account Number: Direct Chaps
                                                  40-50-81


                                               5
<PAGE>


                                                  Swift Code: DEUTGB2L

Payments to Floating Rate Payer II:

Account for Payments in USD:                      Citibank, N.A., New York
                                                  SWIFT:       CITIUS33
                                                  A/C Citibank, N.A., London
                                                  A/C No. 10990765
                                                  SWIFT:       CITIGB2L
                                                  for further credit to account: 10860263
                                                  Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                      Citibank, N.A., London
                                                  A/C No. 10860255
                                                  Sort Code 18-50-08
                                                  Ref: GATS/Granite Master Issuer plc.


F.    Notice Details:

Floating Rate Payer I:                            Deutsche Bank AG, London Branch

       Address:                                   Deutsche Bank AG, Head Office.
                                                  Taunusanlage 12
                                                  60262 Frankfurt, Germany

                                                  Copied to:
                                                  Deutsche Bank AG, London Branch
                                                  Winchester House
                                                  1 Great Winchester Street
                                                  London EC2N 2DB

                                                  OTC Derivative Operations Division
                                                  44 207 545 4888

       Facsimile Number:                          +44 20 754 54226

       Attention:                                 Legal Department

Floating Rate Payer II:                           Granite Master Issuer plc

       Address:                                   Fifth Floor
                                                  100 Wood Street
                                                  London
                                                  EC2V 7EX

With a copy to:                                   Northern Rock plc
                                                  Northern Rock House
                                                  Gosforth
                                                  Newcastle upon Tyne
                                                  NE3 4PL


                                               6
<PAGE>



       Facsimile Number:                          +44 (0)191 279 4929

       Attention:                                 Andy McLean / Claire Blackett

With a copy to the                                The Bank of New York
Issuer Security Trustee:

       Address:                                   One Canada Square
                                                  48th Floor
                                                  London
                                                  E14 5AL

       Facsimile Number:                          +44 (0)20 7964 6399

G.    Offices:                                    The Office of Party A is London.

</TABLE>

H.    Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC")
or otherwise provide to Party B the financial statements required in respect
of Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC.
For the purposes of this Additional Termination Event, Party A shall be the
sole Affected Party.

I.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

2.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to
      do so will, for the avoidance of doubt, be a default in the performance
      of a payment obligation for the purposes of Section 2(e) of the
      Agreement and without prejudice to any other rights or remedies of Party
      B.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                      8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 2A1)
                                                             Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897545M

                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed
to have entered into an agreement relating to the Issuer Notes on the terms of
the Agreed Form Agreement (the "Agreement") dated as of the Effective Date
specified below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA
Credit Support Annex (Bilateral Form - Transfer) forming part of the Schedule)
and signed for the purposes of identification by Sidley Austin (UK) LLP and
Deutsche Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly
modified herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the
meanings given to them in the Programme Master Definitions Schedule signed for
the purposes of identification by Sidley Austin Brown & Wood (now known as
Sidley Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same
may be amended, restated, varied or supplemented from time to time with the
consent of the parties hereto), and the Issuer Master Definitions Schedule
signed for the purposes of identification by Sidley Austin Brown & Wood (now
known as Sidley Austin (UK) LLP) and Allen &


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>


<PAGE>


Overy LLP on 19 January 2005 (as the same may be amended, restated, varied or
supplemented from time to time with the consent of the parties hereto). The
Issuer Master Definitions Schedule shall prevail to the extent that it
conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006
(as each may be amended, restated, varied, supplemented and/or otherwise
modified from time to time in accordance with the provisions of the Issuer
Trust Deed), and any reference to a numbered Condition shall be construed
accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 1,025,000,000 Series
2007-2 Class 2A1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:

Deutsche Bank AG, London Branch

Party B:

Granite Master Issuer plc.

Trade Date:

16 May 2007.

Effective Date:

23 May 2007.

Termination Date:

The Floating Rate Payer I Payment Date falling in December 2054.

Exchange Rate:

GBP 1.00: USD 1.9857.


A.    Floating Payments

Floating Amounts I:

      Floating Rate Payer I:

      Party A.

      Floating Rate Payer I Currency Amount:

      On any Floating Rate Payer I Payment Date, USD 1,025,000,000 less the
      aggregate of the Floating Rate Payer I Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer I Payment Dates:

      Each Note Payment Date (as defined in the Conditions).


                                      2
<PAGE>


      Floating Rate Payer I Floating Rate Option:

      LIBOR (as defined in the Conditions).

      Floating Rate Payer I Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which
      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, in the event that the frequency of the Floating Rate
      Payer I Payment Dates alter to monthly due to the occurrence of a
      Pass-Through Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:

      0.04 per cent. per annum for the Calculation Periods up to and including
      the Calculation Period ending on, but excluding, the Payment Date
      falling in April 2012; and thereafter 0.08 per cent. per annum.

      Floating Rate Payer I Floating Rate Day Count Fraction:

      Actual/360.

      Floating Rate Payer I Reset Dates:

      The first day of each Calculation Period.

Floating Amounts II:

      Floating Rate Payer II:

      Party B.

      Floating Rate Payer II Currency Amount:

      On any Floating Rate Payer II Payment Date, GBP 516,190,764 less the
      aggregate of the Floating Rate Payer II Interim Exchange Amounts paid
      prior to such date.

      Floating Rate Payer II Payment Dates:

      The 17th day of each calendar month in each year during the Term from,
      and including, June 2007 to, but excluding, the Termination Date,
      subject to adjustment in accordance with the Following Business Day
      Convention and the Termination Date.

      Floating Rate Payer II Floating Rate Option:

      GBP-LIBOR-BBA.

      Floating Rate Payer II Designated Maturity:

      3 months; except in respect of the initial Calculation Period for which


                                      3
<PAGE>


      Linear Interpolation is applicable and in respect of which the Linear
      Interpolation shall be applied by reference to the 1 month and 2 month
      rates; or 1 month, following the occurrence of a Pass-Through Trigger
      Event or Step-Up Date.

      Floating Rate Payer II Spread:

      0.0254 per cent. per annum for the Calculation Periods up to and
      including the Calculation Period ending on, but excluding, the Payment
      Date falling in April 2012; and thereafter 0.2008 per cent. per annum.

      Floating Rate Payer II Floating Rate Day Count Fraction:

      Actual/365 (Fixed).

      Floating Rate Payer II Reset Dates:

      The first day of each Calculation Period; provided however, that in
      respect of every Floating Rate Payer II Calculation Period (other than
      the first Calculation Period and any Calculation Period following the
      occurrence of a Pass-Through Trigger Event or Step-Up Date) that does
      not start on a Note Payment Date (as defined in the Issuer Notes), the
      Floating Rate in effect for such Calculation Period shall be the
      Floating Rate for the immediately preceding Floating Rate Payer II
      Calculation Period.

Calculation Agent:

Party A.

Business Days:

London and New York.

B. Initial Exchange:

Initial Exchange Date:

Effective Date.

Party A Initial Exchange Amount:

GBP 516,190,764.

Party B Initial Exchange Amount:

USD 1,025,000,000.

C. Interim Exchange:

Interim Exchange Dates:

Each Note Payment Date (as defined in the Conditions) on which a USD


                                      4
<PAGE>


Amortisation Amount is payable.

Floating Rate Payer I
Interim Exchange Amount:

In respect of an Interim Exchange Date, the amount in USD (if any) equal to
the principal amount of the Issuer Notes required to be so repaid, prepaid or
otherwise redeemed (howsoever described) in accordance with the Conditions and
as determined by the Cash Manager pursuant to the Issuer Cash Management
Agreement; and notified to the Calculation Agent by the Issuer Cash Manager
pursuant to the Issuer Cash Management Agreement (the "USD Amortisation
Amount").

Floating Rate Payer II
Interim Exchange Amount:

In respect of any Interim Exchange Date, an amount in GBP equal to the
Floating Rate Payer I Interim Exchange Amount converted into GBP at the
Exchange Rate.

D.    Final Exchange:

Final Exchange Date:

The Termination Date.

Floating Rate Payer I
Final Exchange Amount:

A USD amount equal to the Floating Rate Payer II Final Exchange Amount
converted into USD at the Exchange Rate.

Floating Rate Payer II
Final Exchange Amount:

The Floating Rate Payer II Currency Amount.


E.    Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:

Deutsche Bank Trust Co.,
New York
ABA 021 001 033
Account Number:  04-411-739
Swift Code:  BKTRUS33

Account for Payments in GBP:

Deutsche Bank AG, London
Account Number: Direct Chaps
40-50-81
Swift Code:  DEUTGB2L


                                      5
<PAGE>


Payments to Floating Rate Payer II:

Account for Payments in USD:

Citibank, N.A., New York
SWIFT:      CITIUS33
A/C Citibank, N.A., London
A/C No. 10990765
SWIFT:      CITIGB2L
for further credit to account: 10860263
Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:

Citibank, N.A., London
A/C No. 10860255
Sort Code 18-50-08
Ref: GATS/Granite Master Issuer plc.

F. Notice Details:

Floating Rate Payer I:

Deutsche Bank AG, London Branch

      Address:

      Deutsche Bank AG, Head Office.
      Taunusanlage 12
      60262 Frankfurt, Germany

      Copied to:
      Deutsche Bank AG, London Branch
      Winchester House
      1 Great Winchester Street
      London EC2N 2DB

      OTC Derivative Operations Division
      44 207 545 4888

      Facsimile Number:

      +44 20 754 54226

      Attention:

      Legal Department

Floating Rate Payer II:

Granite Master Issuer plc

      Address:

      Fifth Floor
      100 Wood Street
      London
      EC2V 7EX

With a copy to:

      Northern Rock plc
      Northern Rock House
      Gosforth
      Newcastle upon Tyne
      NE3 4PL

      Facsimile Number:

      +44 (0)191 279 4929


                                      6
<PAGE>


      Attention:

      Andy McLean / Claire Blackett

With a copy to the Issuer Security Trustee:

The Bank of New York

      Address:

      One Canada Square
      48th Floor
      London
      E14 5AL

      Facsimile Number:

      +44 (0)20 7964 6399

G.    Offices:

The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC")
or otherwise provide to Party B the financial statements required in respect
of Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC.
For the purposes of this Additional Termination Event, Party A shall be the
sole Affected Party.

I.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A)
      are incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the
      words "will not then fall due" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling
      after the words "of any shortfall" are not incorporated into this
      Confirmation and the square brackets and words therein are accordingly
      deleted.

2.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to
      do so will, for the avoidance of doubt, be a default in the performance
      of a payment obligation for the purposes of Section 2(e) of the
      Agreement and without prejudice to any other rights or remedies of Party
      B.


                                      7
<PAGE>


Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                      8
<PAGE>


                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                      Cross-Currency Confirmation for Series 2007-2 (Class 2A2)
                                                              Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897539M
            --------


                                                                    23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>


<PAGE>

them in the Programme Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc CAD 500,000,000 Series 2007-2
Class 2A2 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: CAD 2.1814.

A. Floating Payments Floating Amounts I:

      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I
      Currency Amount:                      Payment Date, CAD 500,000,000
                                            less the aggregate of the Floating
                                            Rate Payer I Interim Exchange
                                            Amounts paid prior to such date.

      Floating Rate Payer I                 Each Note Payment Date (as defined


                                       2
<PAGE>

      Payment Dates:                        in the Conditions).

      Floating Rate Payer I                 CDOR (as defined in the Conditions).
      Floating Rate Option:

      Floating Rate Payer I                 1 month; except in respect of
      Designated Maturity:                  the initial Calculation Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the Bank of
                                            Canada Overnight Lending Rate (as
                                            defined in the Conditions) and 1
                                            month rates.

      Floating Rate Payer I Spread:         0.09 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.18 per cent. per
                                            annum.

      Floating Rate Payer I                 Actual/365.
      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:                          Period.

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 229,210,599
                                            less the aggregate of the Floating
                                            Rate Payer II Interim Exchange
                                            Amounts paid prior to such date.

      Floating Rate Payer II                The  17th day of each calendar
      Payment Dates:                        month in each year during the
                                            Term from, and including,June 2007
                                            to, but excluding, the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention and the
                                            Termination Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:

      Floating Rate Payer II                3 months;  except in  respect of
      Designated Maturity:                  the initial  Calculation  Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear


                                       3
<PAGE>

                                            Interpolation shall be applied by
                                            reference to the 1 month and 2
                                            month rates; or 1 month, following
                                            the occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.

      Floating Rate Payer II Spread:        0.0571 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.2642 per cent. per
                                            annum.

      Floating Rate Payer II                Actual/365 (Fixed).
      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Quarterly Reset Date, the
                                            Floating Rate in effect for such
                                            Calculation Period shall be the
                                            Floating Rate for the immediately
                                            preceding Floating Rate Payer II
                                            Calculation Period.

Quarterly Reset Date:                       Each Note Payment Date (as defined
                                            in the Conditions) scheduled to
                                            fall in January, April, July and
                                            October starting in July 2007.

Calculation Agent:                          Party A.

Business Days:                              London and Toronto.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 229,210,599.

Party B Initial Exchange Amount:            CAD 500,000,000.

C.    Interim Exchange:



                                       4
<PAGE>

Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a CAD
                                            Amortisation Amount is payable.

Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in CAD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "CAD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Floating Rate Payer I Interim
                                            Exchange Amount converted into GBP
                                            at the Exchange Rate.

D. Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A CAD amount equal to the Floating
Final Exchange Amount:                      Rate Payer II Final Exchange Amount
                                            converted into CAD at the Exchange
                                            Rate.

Floating Rate Payer II                      The Floating Rate Payer II
Final Exchange Amount:                      Currency Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in CAD:                Royal Bank of Canada, Toronto
                                            Account:  2235166
                                            Swift Code:  ROYCCAT2

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81
                                            Swift Code:  DEUTGB2L

Payments to Floating Rate Payer II:


                                       5
<PAGE>

Account for Payments in CAD:                Correspondent: Citibank Toronto
                                            SWIFT:         CITICATT
                                            Account:       Citibank London
                                            SWIFT:         CITIGB2L
                                            A/c Number:    2184604003
                                            For further    Granite Master
                                            credit to:     Issuer plc
                                            Account Number: 11652311

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer
                                            plc.

F. Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226

      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL

      Facsimile Number:                     +44 (0)191 279 4929


                                       6
<PAGE>

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are not incorporated into this Confirmation and
      the square brackets and words therein are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are not incorporated into this Confirmation
      and the square brackets and words therein are accordingly deleted.

2.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.


                                       7
<PAGE>

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully

Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 3A1)
                                                             Execution Version



From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897553M
            --------


                                                                   23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>


<PAGE>

them in the Programme Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 1,100,000,000 Series
2007-2 Class 3A1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments Floating Amounts I:
      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I Payment
      Currency Amount:                      Date,USD 1,100,000,000 less the
                                            aggregate of the Floating Rate
                                            Payer I Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer I                 Each Note  Payment  Date (as defined


                                       2
<PAGE>

      Payment Dates:                        in the Conditions).

      Floating Rate Payer I                 LIBOR (as defined in the
      Floating Rate Option:                 Conditions).

      Floating Rate Payer I                 3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:         0.09 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.18 per cent. per
                                            annum.

      Floating Rate Payer I                 Actual/360.
      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 553,960,820 less
                                            the aggregate of the Floating Rate
                                            Payer II Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer II                The 17th day of each calendar month
      Payment Dates:                        in each year during the Term from,
                                            and including, June 2007 to, but
                                            excluding, the Termination Date,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention and the Termination
                                            Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:


                                       3
<PAGE>


      Floating Rate Payer II                3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

      Floating Rate Payer II Spread:        0.0861 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.3222 per cent. per
                                            annum.


      Floating Rate Payer II                Actual/365 (Fixed).
      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 553,960,820.

Party B Initial Exchange Amount:            USD 1,100,000,000.

C.    Interim Exchange:


                                       4
<PAGE>


Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.


Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in USD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Floating Rate Payer I Interim
                                            Exchange Amount converted into GBP
                                            at the Exchange Rate. D. Final
                                            Exchange: Final Exchange Date: The
                                            Termination Date. Floating Rate
                                            Payer I A USD amount equal to the
                                            Floating Rate Final Exchange
                                            Amount: Payer II Final Exchange
                                            Amount converted into USD at the
                                            Exchange Rate. Floating Rate Payer
                                            II The Floating Rate Payer II
                                            Currency Final Exchange Amount:
                                            Amount.
E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81



                                       5
<PAGE>

                                            Swift Code:  DEUTGB2L
Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:      CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:      CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226
      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>


      Facsimile Number:                     +44 (0)191 279 4929

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London. H.
                                            Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.    Miscellaneous:

1.    It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      incorporated into this Confirmation and the square brackets are
      accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are not incorporated into this Confirmation and
      the square brackets and words therein are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are not incorporated into this Confirmation
      and the square brackets and words therein are accordingly deleted.

2.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.


                                       7
<PAGE>

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                   Cross-Currency Confirmation for Series 2007-2 (Class 1B1)
                                                           Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 189755M
            -------


                                                                 23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to

<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>


<PAGE>

them in the Programme Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 66,500,000 Series 2007-2
Class 1B1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments

Floating Amounts I:

      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I Payment
      Currency Amount:                      Date, USD 66,500,000 less the
                                            aggregate of the Floating Rate
                                            Payer I Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer I                 Each Note  Payment  Date (as defined


                                       2
<PAGE>

      Payment Dates:                        in the Conditions).

      Floating Rate Payer I                 LIBOR (as defined in the
      Floating Rate Option:                 Conditions).


      Floating Rate Payer I                 3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:         0.08 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.16 per cent. per
                                            annum.

      Floating Rate Payer I                 Actual/360.
      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:                          Period.

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 33,489,450 less
                                            the aggregate of the Floating Rate
                                            Payer II Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer II                The 17th day of each calendar month
      Payment Dates:                        in each year during the Term from,
                                            and including, June 2007 to, but
                                            excluding, the Termination Date,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention and the Termination
                                            Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:



                                       3
<PAGE>

      Floating Rate Payer II                3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

      Floating Rate Payer II Spread:        0.0714 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.2928 per cent. per
                                            annum.

      Floating Rate Payer II                Actual/365 (Fixed).

      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 33,489,450.

Party B Initial Exchange Amount:            USD 66,500,000.

C.    Interim Exchange:


                                       4
<PAGE>



Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.


Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in USD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Floating Rate Payer I Interim
                                            Exchange Amount converted into GBP
                                            at the Exchange Rate.
D.    Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A USD amount equal to the Floating
Final Exchange Amount:                      Rate Payer II Final Exchange Amount
                                            converted into USD at the Exchange
                                            Rate.

Floating Rate Payer II                      The Floating Rate Payer II Currency
Final Exchange Amount:                      Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81



                                       5
<PAGE>

                                            Swift Code:  DEUTGB2L

Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:      CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:      CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226

      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>


      Facsimile Number:                     +44 (0)191 279 4929

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.    Miscellaneous:

1. It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      not incorporated into this Confirmation and the square brackets and words
      therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are incorporated into this Confirmation and the
      square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are incorporated into this Confirmation and
      the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts and
      the Floating Amount I Deferred Interest.


                                       7
<PAGE>

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
      Amount II Deferred Amount") shall, subject to the terms of this
      Confirmation, be payable on the next Floating Rate Payer II Payment Date
      (the "Floating Amount II Deferred Payment Date") (together with interest
      thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
      Payer II Floating Rate for the relevant Calculation Period) and the
      Floating Amount II due on such Floating Amount II Deferred Payment Date
      shall be deemed to include the Floating Amount II Deferred Amounts and the
      Floating Amount II Deferred Interest.

3.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                   Cross-Currency Confirmation for Series 2007-2 (Class 2B1)
                                                           Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897559M
            --------


                                                                 23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>

<PAGE>

them in the Programme Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 53,500,000 Series 2007-2
Class 2B1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments Floating Amounts I:

      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I Payment
      Currency Amount:                      Date, USD 53,500,000 less the
                                            aggregate of the Floating Rate
                                            Payer I Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer I                 Each Note Payment Date (as defined


                                       2
<PAGE>

      Payment Dates:                        in the Conditions).

      Floating Rate Payer I                 LIBOR (as defined in the
      Floating Rate Option:                 Conditions).

      Floating Rate Payer I                 3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:         0.12 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.24 per cent. per
                                            annum.


      Floating Rate Payer I                 Actual/360.

      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:                          Period.

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 26,942,640 less
                                            the aggregate of the Floating Rate
                                            Payer II Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer II                The 17th day of each calendar month
      Payment Dates:                        in each year during the Term from,
                                            and including, June 2007 to, but
                                            excluding, the Termination Date,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention and the Termination
                                            Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:


                                       3
<PAGE>

      Floating Rate Payer II                3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

      Floating Rate Payer II Spread:        0.1221 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.3942 per cent. per
                                            annum.

      Floating Rate Payer II                Actual/365 (Fixed).

      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          provided however, that in respect
                                            of every Period; Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 26,942,640.

Party B Initial Exchange Amount:            USD 53,500,000.

C.    Interim Exchange:


                                       4
<PAGE>

Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.

Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in USD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Rate Payer I Interim
                                            Exchange Amount
                                            converted into GBP at
                                            the Exchange Rate.

D.    Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A USD amount equal to the Floating
Final Exchange Amount:                      Payer II Final Exchange Amount
                                            converted into USD at the Exchange
                                            Rate.

Floating Rate Payer II                      The Floating Rate Payer II Currency
Final Exchange Amount:                      Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81


                                       5
<PAGE>


                                            Swift Code:  DEUTGB2L
Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:      CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:      CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226

      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>


      Facsimile Number:                     +44 (0)191 279 4929

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.    Miscellaneous:

1. It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      not incorporated into this Confirmation and the square brackets and words
      therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are incorporated into this Confirmation and the
      square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are incorporated into this Confirmation and
      the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts and
      the Floating Amount I Deferred Interest.


                                       7
<PAGE>

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
      Amount II Deferred Amount") shall, subject to the terms of this
      Confirmation, be payable on the next Floating Rate Payer II Payment Date
      (the "Floating Amount II Deferred Payment Date") (together with interest
      thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
      Payer II Floating Rate for the relevant Ciiiiialculation Period) and the
      Floating Amount II due on such Floating Amount II Deferred Payment Date
      shall be deemed to include the Floating Amount II Deferred Amounts and the
      Floating Amount II Deferred Interest.

3.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                     8


<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                   Cross-Currency Confirmation for Series 2007-2 (Class 3B1)
                                                           Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897561M
            --------


                                                                 23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>

<PAGE>

them in the Programme Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 35,000,000 Series 2007-2
Class 3B1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments

Floating Amounts I:

      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I Payment
      Currency Amount:                      Date, USD 35,000,000 less the
                                            aggregate of the Floating Rate
                                            Payer I Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer I                 Each Not  Payment  Date (as defined


                                       2
<PAGE>




      Payment Dates:                        in the Conditions).

      Floating Rate Payer I                 LIBOR (as defined in the
      Floating Rate Option:                 Conditions).

      Floating Rate Payer I                 3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.

      Floating Rate Payer I Spread:         0.16 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.32 per cent. per
                                            annum.

      Floating Rate Payer I                 Actual/360.
      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:                          Period.

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 17,626,026 less
                                            the aggregate of the Floating Rate
                                            Payer II Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer II                The 17th day of each calendar month
      Payment Dates:                        in each year during the Term from,
                                            and including, June 2007 to, but
                                            excluding, the Termination Date,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention and the Termination
                                            Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:

                                       3
<PAGE>


      Floating Rate Payer II                3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

      Floating Rate Payer II Spread:        0.1677 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.4854 per cent. per
                                            annum.

      Floating Rate Payer II                Actual/365 (Fixed).
      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 17,626,026.

Party B Initial Exchange Amount:            USD 35,000,000.

C.    Interim Exchange:


                                       4
<PAGE>

Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.

Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in USD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Floating Rate Payer I Interim
                                            Exchange Amount converted into GBP
                                            at the Exchange Rate.

D.    Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A USD amount equal to the Floating
Final Exchange Amount:                      Rate Payer II Final Exchange Amount
                                            converted into USD at the Exchange
                                            Rate.

Floating Rate Payer II                      The Floating Rate Payer II Currency
Final Exchange Amount:                      Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81


                                       5
<PAGE>


                                            Swift Code:  DEUTGB2L
Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:      CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:      CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226

      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>

      Facsimile Number:                     +44 (0)191 279 4929

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.    Miscellaneous:

1. It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      not incorporated into this Confirmation and the square brackets and words
      therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are incorporated into this Confirmation and the
      square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are incorporated into this Confirmation and
      the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts and
      the Floating Amount I Deferred Interest.


                                       7
<PAGE>



      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
      Amount II Deferred Amount") shall, subject to the terms of this
      Confirmation, be payable on the next Floating Rate Payer II Payment Date
      (the "Floating Amount II Deferred Payment Date") (together with interest
      thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
      Payer II Floating Rate for the relevant Calculation Period) and the
      Floating Amount II due on such Floating Amount II Deferred Payment Date
      shall be deemed to include the Floating Amount II Deferred Amounts and the
      Floating Amount II Deferred Interest.

3.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 1M1)
                                                             Execution Version


From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897563M
            --------


                                                                 23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>


<PAGE>


them in the Programme Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 64,000,000 Series 2007-2
Class 1M1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments Floating Amounts I:

      Floating Rate Payer I:                Party A.

      Floating Rate Payer I                 On any Floating Rate Payer I
      Currency Amount:                      Payment Date, USD 64,000,000 less
                                            the aggregate of the Floating Rate
                                            Payer I Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer I                 Each Note  Payment  Date (as defined


                                       2
<PAGE>


      Payment Dates:                        in the Conditions).
      Floating Rate Payer I                 LIBOR (as defined in the
      Floating Rate Option:                 Conditions).

      Floating Rate Payer I                 3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through
                                            Trigger Event or Step-Up Date.


      Floating Rate Payer I Spread:         0.16 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.32 per cent. per
                                            annum.

      Floating Rate Payer I                 Actual/360.
      Floating Rate Day Count Fraction:

      Floating Rate Payer I                 The first day of each Calculation
      Reset Dates:                          Period.

Floating Amounts II:

      Floating Rate Payer II:               Party B.

      Floating Rate Payer II                On any Floating Rate Payer II
      Currency Amount:                      Payment Date, GBP 32,230,448 less
                                            the aggregate of the Floating Rate
                                            Payer II Interim Exchange Amounts
                                            paid prior to such date.

      Floating Rate Payer II                The 17th day of each calendar month
      Payment Dates:                        in each year during the Term from,
                                            and including, June 2007 to, but
                                            excluding, the Termination Date,
                                            subject to adjustment in accordance
                                            with the Following Business Day
                                            Convention and the Termination
                                            Date.

      Floating Rate Payer II                GBP-LIBOR-BBA.
      Floating Rate Option:


                                       3
<PAGE>

      Floating Rate Payer II                3 months; except in respect of the
      Designated Maturity:                  initial Calculation Period for
                                            which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

      Floating Rate Payer II Spread:        0.1622 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.4744 per cent. per
                                            annum.

      Floating Rate Payer II                Actual/365 (Fixed).
      Floating Rate Day Count Fraction:

      Floating Rate Payer II                The first day of each Calculation
      Reset Dates:                          Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.    Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 32,230,448.

Party B Initial Exchange Amount:            USD 64,000,000.

C.    Interim Exchange:


                                       4
<PAGE>

Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.

Floating Rate Payer I                       In respect of an Interim Exchange
Interim Exchange Amount:                    Date, the amount in USD (if any)
                                            equal to the principal amount of
                                            the Issuer Notes required to be so
                                            repaid, prepaid or otherwise
                                            redeemed (howsoever described) in
                                            accordance with the Conditions and
                                            as determined by the Cash Manager
                                            pursuant to the Issuer Cash
                                            Management Agreement; and notified
                                            to the Calculation Agent by the
                                            Issuer Cash Manager pursuant to the
                                            Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In respect of any Interim Exchange
Interim Exchange Amount:                    Date, an amount in GBP equal to the
                                            Floating Rate Payer I Interim
                                            Exchange Amount converted into GBP
                                            at the Exchange Rate.

D.    Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A USD amount equal to the Floating
Final Exchange Amount:                      Rate Payer II Final Exchange Amount
                                            converted into USD at the Exchange
                                            Rate.

Floating Rate Payer II                      The Floating Rate Payer II Currency
Final Exchange Amount:                      Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81



                                       5
<PAGE>

                                            Swift Code:  DEUTGB2L
Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:      CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:      CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer plc.

F.    Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

      Address:                              Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations Division
                                            44 207 545 4888

      Facsimile Number:                     +44 20 754 54226

      Attention:                            Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

      Address:                              Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>

      Facsimile Number:                     +44 (0)191 279 4929

      Attention:                            Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

      Address:                              One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

      Facsimile Number:                     +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.    Miscellaneous:

1. It is understood and agreed that in the Schedule to the Agreement:

1.1   The words in the square brackets in the last paragraph of Part 5(f)(A) are
      not incorporated into this Confirmation and the square brackets and words
      therein are accordingly deleted.

1.2   The words in the square brackets in Part 5(h)(iii) falling after the words
      "will not then fall due" are incorporated into this Confirmation and the
      square brackets are accordingly deleted.

1.3   The words in the square brackets at the end of Part 5(h)(v) falling after
      the words "of any shortfall" are incorporated into this Confirmation and
      the square brackets are accordingly deleted.

2.    If the payment of any Floating Amount I is deferred in accordance with
      Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
      deferred (the "Floating Amount I Deferred Amount") shall, subject to the
      terms of this Confirmation, be payable on the next Floating Rate Payer I
      Payment Date (the "Floating Amount I Deferred Payment Date") (together
      with interest thereon (the "Floating Amount I Deferred Interest") at the
      Floating Rate Payer I Floating Rate for the relevant Calculation Period)
      and the Floating Amount I due on such Floating Amount I Deferred Payment
      Date shall be deemed to include the Floating Amount I Deferred Amounts and
      the Floating Amount I Deferred Interest.




                                       7
<PAGE>

      If the payment of any Floating Amount II is deferred in accordance with
      Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
      Amount II Deferred Amount") shall, subject to the terms of this
      Confirmation, be payable on the next Floating Rate Payer II Payment Date
      (the "Floating Amount II Deferred Payment Date") (together with interest
      thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
      Payer II Floating Rate for the relevant Calculation Period) and the
      Floating Amount II due on such Floating Amount II Deferred Payment Date
      shall be deemed to include the Floating Amount II Deferred Amounts and the
      Floating Amount II Deferred Interest.

3.    Payments under this Confirmation will be made by Party A on the due date
      for value on that date by no later than 4 p.m. London time. Failure to do
      so will, for the avoidance of doubt, be a default in the performance of a
      payment obligation for the purposes of Section 2(e) of the Agreement and
      without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 2M1)
                                                             Execution Version

From:       Deutsche Bank AG, London Branch
            Winchester House
            1 Great Winchester Street
            London EC2N 2DB

Attention:  OTC Derivative Operations Division

To:         Granite Master Issuer plc
            Fifth Floor
            100 Wood Street
            London
            EC2V 7EX

Attention:  Securitisation Team, Risk Operations

Summit Ref: 1897565M
            --------


                                                                 23 May 2007


Dear Sirs,

Re:   Cross Currency Swap Transaction relating to the Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>

<PAGE>


them in the Programme Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 52,000,000 Series 2007-2
Class 2M1 Notes due December 2054.

1     The terms of the particular Swap Transaction to which this Confirmation
      relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments

Floating Amounts I:

     Floating Rate Payer I:                 Party A.

     Floating Rate Payer I                  On any  Floating  Rate  Payer  I
     Currency Amount:                       Payment  Date,   USD  52,000,000
                                            less the aggregate of the Floating
                                            Rate Payer I Interim Exchange
                                            Amounts paid prior to such date.

     Floating Rate Payer I                  Each  Note   Payment   Date  (as
                                            defined

                                       2
<PAGE>


     Payment Dates:                         in the Conditions).

     Floating Rate Payer I                  LIBOR (as defined in the
     Floating Rate Option:                  Conditions).

     Floating Rate Payer I                  3 months;  except in  respect of
     Designated Maturity:                   the initial  Calculation  Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through Trigger
                                            Event or Step-Up Date.

     Floating Rate Payer I Spread:          0.24 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.48 per cent. per
                                            annum.

     Floating Rate Payer I                  Actual/360.

     Floating Rate Day Count Fraction:

     Floating Rate Payer I                  The first day of each Calculation
     Reset Dates:                           Period.

Floating Amounts II:

     Floating Rate Payer II:                Party B.

     Floating Rate Payer II                 On any  Floating  Rate  Payer II
     Currency Amount:                       Payment  Date,   GBP  26,187,239
                                            less the aggregate of the Floating
                                            Rate Payer II Interim Exchange
                                            Amounts paid prior to such date.

     Floating Rate Payer II                 The  17th  day of each  calendar
     Payment Dates:                         month in each  year  during  the
                                            Term from, and including, June 2007
                                            to, but excluding, the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention and the
                                            Termination Date.
     Floating Rate Payer II                 GBP-LIBOR-BBA.
     Floating Rate Option:

                                       3
<PAGE>

     Floating Rate Payer II                 3 months;  except in  respect of
     Designated Maturity:                   the initial  Calculation  Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

     Floating Rate Payer II Spread:         0.2541 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.6582 per cent. per
                                            annum.

     Floating Rate Payer II                 Actual/365 (Fixed).
     Floating Rate Day Count Fraction:

     Floating Rate Payer II                 The first day of each Calculation
     Reset Dates:                           Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.   Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 26,187,239.

Party B Initial Exchange Amount:            USD 52,000,000.

C.   Interim Exchange:



                                       4
<PAGE>

Interim Exchange Dates:                     Each  Note   Payment   Date  (as
                                            defined  in the  Conditions)  on
                                            which a USD Amortisation  Amount
                                            is payable.

Floating Rate Payer I                       In   respect   of   an   Interim
Interim Exchange Amount:                    Exchange  Date,  the  amount  in
                                            USD (if any) equal to the principal
                                            amount of the Issuer Notes required
                                            to be so repaid, prepaid or
                                            otherwise redeemed (howsoever
                                            described) in accordance with the
                                            Conditions and as determined by the
                                            Cash Manager pursuant to the Issuer
                                            Cash Management Agreement; and
                                            notified to the Calculation Agent by
                                            the Issuer Cash Manager pursuant to
                                            the Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In   respect   of  any   Interim
Interim Exchange Amount:                    Exchange  Date, an amount in GBP
                                            equal to the Floating Rate Payer I
                                            Interim Exchange Amount converted
                                            into GBP at the Exchange Rate.

D. Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A  USD   amount   equal  to  the
Final Exchange Amount:                      Floating  Rate  Payer  II  Final
                                            Exchange Amount converted into USD
                                            at the Exchange Rate.

Floating Rate Payer II                      The Floating Rate Payer II
Final Exchange Amount:                      Currency Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81


                                       5
<PAGE>


                                            Swift Code:  DEUTGB2L

Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:   CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:   CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer
                                            plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer
                                            plc.

F. Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

     Address:                               Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations
                                            Division
                                            44 207 545 4888

     Facsimile Number:                      +44 20 754 54226

     Attention:                             Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

     Address:                               Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL



                                       6
<PAGE>

     Facsimile Number:                      +44 (0)191 279 4929

     Attention:                             Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

     Address:                               One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

     Facsimile Number:                      +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.   Miscellaneous:

1.   It is understood and agreed that in the Schedule to the Agreement: 1.1 The
words in the square brackets in the last paragraph of Part 5(f)(A)
     are not incorporated into this Confirmation and the square brackets and
     words therein are accordingly deleted.

1.2  The words in the square brackets in Part 5(h)(iii) falling after the words
     "will not then fall due" are incorporated into this Confirmation and the
     square brackets are accordingly deleted.

1.3  The words in the square brackets at the end of Part 5(h)(v) falling after
     the words "of any shortfall" are incorporated into this Confirmation and
     the square brackets are accordingly deleted.

2.   If the payment of any Floating Amount I is deferred in accordance with
     Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
     deferred (the "Floating Amount I Deferred Amount") shall, subject to the
     terms of this Confirmation, be payable on the next Floating Rate Payer I
     Payment Date (the "Floating Amount I Deferred Payment Date") (together
     with interest thereon (the "Floating Amount I Deferred Interest") at the
     Floating Rate Payer I Floating Rate for the relevant Calculation Period)
     and the Floating Amount I due on such Floating Amount I Deferred Payment
     Date shall be deemed to include the Floating Amount I Deferred Amounts and
     the Floating Amount I Deferred Interest.


                                       7
<PAGE>


     If the payment of any Floating Amount II is deferred in accordance with
     Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
     Amount II Deferred Amount") shall, subject to the terms of this
     Confirmation, be payable on the next Floating Rate Payer II Payment Date
     (the "Floating Amount II Deferred Payment Date") (together with interest
     thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
     Payer II Floating Rate for the relevant Calculation Period) and the
     Floating Amount II due on such Floating Amount II Deferred Payment Date
     shall be deemed to include the Floating Amount II Deferred Amounts and the
     Floating Amount II Deferred Interest.

3.   Payments under this Confirmation will be made by Party A on the due date
     for value on that date by no later than 4 p.m. London time. Failure to do
     so will, for the avoidance of doubt, be a default in the performance of a
     payment obligation for the purposes of Section 2(e) of the Agreement and
     without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


                                       8
<PAGE>

                                                          Deutsche Bank [LOGO]

                                                       Deutsche Bank AG London
                                                              Winchester House
                                                        1 Great Winchester St.
                                                               London EC2N 2DB
                                                Telephone: +44 (0)20 7545 8000

                     Cross-Currency Confirmation for Series 2007-2 (Class 2C1)
                                                             Execution Version


From:         Deutsche Bank AG, London Branch
              Winchester House
              1 Great Winchester Street
              London EC2N 2DB

Attention:    OTC Derivative Operations Division

To:           Granite Master Issuer plc
              Fifth Floor
              100 Wood Street
              London
              EC2V 7EX

Attention:    Securitisation Team, Risk Operations

Summit Ref:   1897568M
              --------


                                              23 May 2007


Dear Sirs,

Re:  Cross Currency Swap Transaction relating to the
Issuer Notes

The purpose of this letter agreement (this "Confirmation") is to confirm the
terms and conditions of the Transaction entered into between us on the Trade
Date specified below (the "Transaction").

It is agreed that upon the execution of this Confirmation, we shall be deemed to
have entered into an agreement relating to the Issuer Notes on the terms of the
Agreed Form Agreement (the "Agreement") dated as of the Effective Date specified
below.

"Agreed Form Agreement" means the form of 1992 ISDA Master Agreement
(Multicurrency Cross Border) (including the Schedule thereto and the ISDA Credit
Support Annex (Bilateral Form - Transfer) forming part of the Schedule) and
signed for the purposes of identification by Sidley Austin (UK) LLP and Deutsche
Bank AG, London Branch on 18 May 2007.

This Confirmation constitutes a "Confirmation" as referred to in, and
supplements, forms part of and is subject to, the Agreement. All provisions
contained in the Agreement govern this Confirmation except as expressly modified
herein.

The definitions and provisions contained in the 2000 ISDA Definitions as
published by the International Swaps and Derivatives Association, Inc. (the
"Definitions") are incorporated into this Confirmation. In the event of any
inconsistency between the Definitions and this Confirmation, this Confirmation
will govern. References herein to a "Transaction" shall be deemed to be
references to a "Swap Transaction" for the purposes of the Definitions. Any
terms not otherwise defined herein or in the Definitions shall have the meanings
given to


<TABLE>
<S>                                       <C>

                                          Deutsche Bank AG is authorised under German Banking Law
                                          (competent authority BaFin - Federal Financial Supervising
                                          Authority) and with respect to UK commodity derivatives business
                                          by the Financial Services Authority; regulated by the Financial
                                          Services Authority for the conduct of UK business; a member of the
                                          London Stock Exchange. Deutsche Bank AG is a joint stock
                                          corporation with limited liability incorporated in the Federal Republic
Chairman of the Supervisory Board:        of Germany HRB No 30 000 District Court of Frankfurt am Main;
Clemens Borsig Management Board:          Branch Registration in England and Wales BR000005; Registered
Josef Ackermann (Chairman), Hugo          address Winchester House, 1 Great Winchester Street, London
Banziger, Tessen von Heydebreck,          EC2N 2DB.
Anthony Di Iorio, Hermann-Josef Lamberti  Deutsche Bank Group online: http://www.deutsche-bank.com
</TABLE>

<PAGE>


them in the Programme Master Definitions Schedule signed for the purposes of
identification by Sidley Austin Brown & Wood (now known as Sidley Austin (UK)
LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be amended,
restated, varied or supplemented from time to time with the consent of the
parties hereto), and the Issuer Master Definitions Schedule signed for the
purposes of identification by Sidley Austin Brown & Wood (now known as Sidley
Austin (UK) LLP) and Allen & Overy LLP on 19 January 2005 (as the same may be
amended, restated, varied or supplemented from time to time with the consent of
the parties hereto). The Issuer Master Definitions Schedule shall prevail to the
extent that it conflicts with the Master Definitions Schedule.

In this Confirmation:

"Conditions" means the terms and conditions of the Issuer Notes, as set out in
the Base Prospectus dated 17 May 2007 and the Final Terms dated 18 May 2006 (as
each may be amended, restated, varied, supplemented and/or otherwise modified
from time to time in accordance with the provisions of the Issuer Trust Deed),
and any reference to a numbered Condition shall be construed accordingly; and

"Issuer Notes" means the Granite Master Issuer plc USD 50,000,000 Series 2007-2
Class 2C1 Notes due December 2054.

1    The terms of the particular Swap Transaction to which this Confirmation
     relates are as follows:

Party A:                                    Deutsche Bank AG, London Branch

Party B:                                    Granite Master Issuer plc.

Trade Date:                                 16 May 2007.

Effective Date:                             23 May 2007.

Termination Date:                           The Floating Rate Payer I Payment
                                            Date falling in December 2054.

Exchange Rate:                              GBP 1.00: USD 1.9857.

A. Floating Payments

Floating Amounts I:

     Floating Rate Payer I:                 Party A.

     Floating Rate Payer I                  On any  Floating  Rate  Payer  I
     Currency Amount:                       Payment  Date,   USD  50,000,000
                                            less the aggregate of the Floating
                                            Rate Payer I Interim Exchange
                                            Amounts paid prior to such date.

     Floating Rate Payer I                  Each  Note   Payment   Date  (as
                                            defined

                                       2
<PAGE>



     Payment Dates:                         in the Conditions).

     Floating Rate Payer I                  LIBOR   (as   defined   in   the
     Floating Rate Option:                  Conditions).

     Floating Rate Payer I                  3 months;  except in  respect of
     Designated Maturity:                   the initial  Calculation  Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month, in
                                            the event that the frequency of the
                                            Floating Rate Payer I Payment Dates
                                            alter to monthly due to the
                                            occurrence of a Pass-Through Trigger
                                            Event or Step-Up Date.

     Floating Rate Payer I Spread:          0.43 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 0.86 per cent. per
                                            annum.

     Floating Rate Payer I                  Actual/360.

     Floating Rate Day Count Fraction:

     Floating Rate Payer I                  The first day of each Calculation
     Reset Dates:                           Period.

Floating Amounts II:

     Floating Rate Payer II:                Party B.

     Floating Rate Payer II                 On any  Floating  Rate  Payer II
     Currency Amount:                       Payment  Date,   GBP  25,180,037
                                            less the aggregate of the Floating
                                            Rate Payer II Interim Exchange
                                            Amounts paid prior to such date.

     Floating Rate Payer II                 The  17th  day of each  calendar
     Payment Dates:                         month in each  year  during  the
                                            Term from, and including, June 2007
                                            to, but excluding, the Termination
                                            Date, subject to adjustment in
                                            accordance with the Following
                                            Business Day Convention and the
                                            Termination Date.

     Floating Rate Payer II                 GBP-LIBOR-BBA.
     Floating Rate Option:


                                       3
<PAGE>

     Floating Rate Payer II                 3 months;  except in  respect of
     Designated Maturity:                   the initial  Calculation  Period
                                            for which Linear Interpolation is
                                            applicable and in respect of which
                                            the Linear Interpolation shall be
                                            applied by reference to the 1 month
                                            and 2 month rates; or 1 month,
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date.

     Floating Rate Payer II Spread:         0.4796 per cent. per annum for the
                                            Calculation Periods up to and
                                            including the Calculation Period
                                            ending on, but excluding, the
                                            Payment Date falling in April 2012;
                                            and thereafter 1.1092 per cent. per
                                            annum.

     Floating Rate Payer II                 Actual/365 (Fixed).
     Floating Rate Day Count Fraction:

     Floating Rate Payer II                 The first day of each Calculation
     Reset Dates:                           Period; provided however, that in
                                            respect of every Floating Rate
                                            Payer II Calculation Period (other
                                            than the first Calculation Period
                                            and any Calculation Period
                                            following the occurrence of a
                                            Pass-Through Trigger Event or
                                            Step-Up Date) that does not start
                                            on a Note Payment Date (as defined
                                            in the Issuer Notes), the Floating
                                            Rate in effect for such Calculation
                                            Period shall be the Floating Rate
                                            for the immediately preceding
                                            Floating Rate Payer II Calculation
                                            Period.

Calculation Agent:                          Party A.

Business Days:                              London and New York.

B.   Initial Exchange:

Initial Exchange Date:                      Effective Date.

Party A Initial Exchange Amount:            GBP 25,180,037.

Party B Initial Exchange Amount:            USD 50,000,000.

C.   Interim Exchange:


                                       4
<PAGE>

Interim Exchange Dates:                     Each Note Payment Date (as defined
                                            in the Conditions) on which a USD
                                            Amortisation Amount is payable.

Floating Rate Payer I                       In   respect   of   an   Interim
Interim Exchange Amount:                    Exchange  Date,  the  amount  in
                                            USD (if any) equal to the principal
                                            amount of the Issuer Notes required
                                            to be so repaid, prepaid or
                                            otherwise redeemed (howsoever
                                            described) in accordance with the
                                            Conditions and as determined by the
                                            Cash Manager pursuant to the Issuer
                                            Cash Management Agreement; and
                                            notified to the Calculation Agent by
                                            the Issuer Cash Manager pursuant to
                                            the Issuer Cash Management Agreement
                                            (the "USD Amortisation Amount").

Floating Rate Payer II                      In   respect   of  any   Interim
Interim Exchange Amount:                    Exchange  Date, an amount in GBP
                                            equal to the Floating Rate Payer I
                                            Interim Exchange Amount converted
                                            into GBP at the Exchange Rate.
D. Final Exchange:

Final Exchange Date:                        The Termination Date.

Floating Rate Payer I                       A  USD   amount   equal  to  the
Final Exchange Amount:                      Floating  Rate  Payer  II  Final
                                            Exchange Amount converted into USD
                                            at the Exchange Rate.

Floating Rate Payer II                      The Floating Rate Payer II
Final Exchange Amount:                      Currency Amount.

E. Account Details:

Payments to Floating Rate Payer I:

Account for Payments in USD:                Deutsche Bank Trust Co.,
                                            New York
                                            ABA 021 001 033
                                            Account Number:  04-411-739
                                            Swift Code:  BKTRUS33

Account for Payments in GBP:                Deutsche Bank AG, London
                                            Account Number: Direct Chaps
                                            40-50-81


                                       5
<PAGE>

                                            Swift Code:  DEUTGB2L

Payments to Floating Rate Payer II:

Account for Payments in USD:                Citibank, N.A., New York
                                            SWIFT:   CITIUS33
                                            A/C Citibank, N.A., London
                                            A/C No. 10990765
                                            SWIFT:   CITIGB2L
                                            for further credit to account:
                                            10860263
                                            Ref: GATS/Granite Master Issuer
                                            plc.

Account for Payments in GBP:                Citibank, N.A., London
                                            A/C No. 10860255
                                            Sort Code 18-50-08
                                            Ref: GATS/Granite Master Issuer
                                            plc.

F. Notice Details:

Floating Rate Payer I:                      Deutsche Bank AG, London Branch

     Address:                               Deutsche Bank AG, Head Office.
                                            Taunusanlage 12
                                            60262 Frankfurt, Germany

                                            Copied to:
                                            Deutsche Bank AG, London Branch
                                            Winchester House
                                            1 Great Winchester Street
                                            London EC2N 2DB

                                            OTC Derivative Operations
                                            Division
                                            44 207 545 4888

     Facsimile Number:                      +44 20 754 54226

     Attention:                             Legal Department

Floating Rate Payer II:                     Granite Master Issuer plc

     Address:                               Fifth Floor
                                            100 Wood Street
                                            London
                                            EC2V 7EX

With a copy to:                             Northern Rock plc
                                            Northern Rock House
                                            Gosforth
                                            Newcastle upon Tyne
                                            NE3 4PL


                                       6
<PAGE>


     Facsimile Number:                      +44 (0)191 279 4929

     Attention:                             Andy McLean / Claire Blackett

With a copy to the                          The Bank of New York
Issuer Security Trustee:

     Address:                               One Canada Square
                                            48th Floor
                                            London
                                            E14 5AL

     Facsimile Number:                      +44 (0)20 7964 6399

G. Offices:                                 The Office of Party A is London.

H. Additional Termination Event:

For the purposes of Section 5(b)(v), the following event shall constitute an
Additional Termination Event:

Party A fails to file with the US Securities and Exchange Commission ("SEC") or
otherwise provide to Party B the financial statements required in respect of
Party A pursuant to Item 1115 of Regulation AB as promulgated by the SEC. For
the purposes of this Additional Termination Event, Party A shall be the sole
Affected Party.

I.   Miscellaneous:

1.   It is understood and agreed that in the Schedule to the Agreement: 1.1 The
     words in the square brackets in the last paragraph of Part 5(f)(A) are not
     incorporated into this Confirmation and the square brackets and words
     therein are accordingly deleted.

1.2  The words in the square brackets in Part 5(h)(iii) falling after the words
     "will not then fall due" are incorporated into this Confirmation and the
     square brackets are accordingly deleted.

1.3  The words in the square brackets at the end of Part 5(h)(v) falling after
     the words "of any shortfall" are incorporated into this Confirmation and
     the square brackets are accordingly deleted.

2.   If the payment of any Floating Amount I is deferred in accordance with
     Part 5(h)(iii) of the Schedule to the Agreement, then the amount so
     deferred (the "Floating Amount I Deferred Amount") shall, subject to the
     terms of this Confirmation, be payable on the next Floating Rate Payer I
     Payment Date (the "Floating Amount I Deferred Payment Date") (together
     with interest thereon (the "Floating Amount I Deferred Interest") at the
     Floating Rate Payer I Floating Rate for the relevant Calculation Period)
     and the Floating Amount I due on such Floating Amount I Deferred Payment
     Date shall be deemed to include the Floating Amount I Deferred Amounts and
     the Floating Amount I Deferred Interest.


                                       7
<PAGE>

     If the payment of any Floating Amount II is deferred in accordance with
     Part 5(h)(iii) the Agreement, then the amount so deferred (the "Floating
     Amount II Deferred Amount") shall, subject to the terms of this
     Confirmation, be payable on the next Floating Rate Payer II Payment Date
     (the "Floating Amount II Deferred Payment Date") (together with interest
     thereon (the "Floating Amount II Deferred Interest") at the Floating Rate
     Payer II Floating Rate for the relevant Calculation Period) and the
     Floating Amount II due on such Floating Amount II Deferred Payment Date
     shall be deemed to include the Floating Amount II Deferred Amounts and the
     Floating Amount II Deferred Interest.

3.   Payments under this Confirmation will be made by Party A on the due date
     for value on that date by no later than 4 p.m. London time. Failure to do
     so will, for the avoidance of doubt, be a default in the performance of a
     payment obligation for the purposes of Section 2(e) of the Agreement and
     without prejudice to any other rights or remedies of Party B.

Please confirm your agreement to be bound by the terms of the foregoing by
executing a copy of this Confirmation and returning it to us by facsimile.

Yours faithfully


Deutsche Bank AG, London Branch

By:  /s/ M Wallis
     ------------------------
Name:  Megan Walis
Title: Legal Counsel

By:  /s/ N. Townsend
     ------------------------
Name:  Nathan Townsend
Title: Legal Counsel

Confirmed as of the date first written:

Granite Master Issuer plc

By:  /s/ S Tyson
     ------------------------
Name:  Sharon Tyson
Title: Representing L.D.C. Securitisation Director
       No 2 Limited


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