Issuer Paying Agent and Agent Bank Agreement (2004)Full Document 

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                            Dated [o] January 2005
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                           GRANITE MASTER ISSUER PLC



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



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



                                    - and -

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


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                 ISSUER PAYING AGENT AND AGENT BANK AGREEMENT

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                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937



                                   CONTENTS


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

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

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

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

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

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

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

8.    Payments to Noteholders.............................................11

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

10.   Miscellaneous Duties of the Agents..................................14

11.   Agents to act for Note Trustee......................................17

12.   Fees and Expenses...................................................18

13.   Terms of Appointment................................................18

14.   No Liability for Consequential Loss.................................20

15.   Termination of Appointment..........................................20

16.   Non-Petition and Limited Recourse...................................24

17.   Notices.............................................................25

18.   Third Party Rights..................................................26

19.   Time of the Essence.................................................26

20.   Variation and Waiver................................................26

21.   Execution in Counterparts; Severability.............................26

22.   Governing Law and Jurisdiction; Process Agent; Appropriate Forum....26

23.   Exclusion of Liability..............................................27

SCHEDULE 1 SPECIFIED OFFICES OF THE AGENTS................................28
SCHEDULE 2 REGULATIONS CONCERNING THE TRANSFER, EXCHANGE AND
            REGISTRATION OF THE ISSUER NOTES..............................29
SCHEDULE 3 - FORM OF CALCULATION AGENCY AGREEMENT.........................33



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THIS AGREEMENT is made on [o] January 2005

BETWEEN:

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

(2)     CITIBANK, N.A., acting through its office at 5 Carmelite Street,
        London EC4Y 0PA in its capacity as (1) Principal Paying Agent (2)
        Agent Bank (3) Registrar and (4) Transfer Agent;

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

(4)     THE BANK OF NEW YORK, acting through its office at 48th Floor, One
        Canada Square, London E14 5Al in its capacity as (1) Note Trustee and
        (2) Issuer Security Trustee.

WHEREAS:

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

IT IS AGREED as follows:

1.      Definitions and Interpretation

1.1     The provisions of:

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

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

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

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

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



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

2.      Appointment of the Agents

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

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

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

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

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

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

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

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

2.4     Acceptance of appointment by Registrar and Transfer Agent: Each of the
        Registrar and the Transfer Agent accepts its appointment as agent of

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