EXHIBIT 4.9







                             Dated 28 January 2004


                               NORTHERN ROCK PLC
                        as Current Issuer Cash Manager


                          GRANITE MORTGAGES 04-1 PLC
                               as Current Issuer


                                    - and -


                             THE BANK OF NEW YORK
                                as Note Trustee



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

                       ISSUER CASH MANAGEMENT AGREEMENT

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




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



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                               Table of Contents
                               -----------------

                                                                          Page
                                                                          ----

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

2.    Appointment of Current Issuer Cash Manager...........................2

3.    The Current Issuer Cash Management Services..........................2

4.    Payments, Accounts, Ledgers..........................................3

5.    Payments Under Current Issuer Swap Agreements; Termination &
      Swap Collateral......................................................6

6.    No Liability........................................................10

7.    Costs and Expenses..................................................10

8.    Information.........................................................10

9.    Remuneration........................................................12

10.   Covenants, Representations and Warranties of Current Issuer
      Cash Manager........................................................13

11.   Current Issuer Cash Management Services Non-Exclusive...............14

12.   Termination.........................................................14

13.   Further Assurances..................................................17

14.   Miscellaneous.......................................................17

15.   Confidentiality.....................................................18

16.   No Partnership......................................................19

17.   Assignment..........................................................19

18.   The Note Trustee....................................................19

19.   Non Petition Covenant; Limited Recourse.............................20

20.   Amendments and Waiver...............................................21

21.   Notices.............................................................21

22.   Third Party Rights..................................................22

23.   Execution in Counterparts; Severability.............................22

24.   Governing Law and Jurisdiction; Appropriate Forum...................22

SCHEDULE 1  The Current Issuer Cash Management Services...................24



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                               Table of Contents
                               -----------------
                                  (continued)
                                                                          Page
                                                                          ----

SCHEDULE 2  Cash Management and Maintenance of Ledgers....................27
SCHEDULE 3  Form of Issuer Quarterly Report...............................49
SCHEDULE 4  Controlled Amortisation Amount/Target Balance.................54
SCHEDULE 5  Current Issuer Cash Manager Representations and
            Warranties....................................................60



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THIS ISSUER CASH MANAGEMENT AGREEMENT is made on 28 January 2004

BETWEEN:

(1)   NORTHERN ROCK PLC (registered number 3273685), a public limited company
      incorporated under the laws of England and Wales whose registered office
      is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL in its
      capacity as the Current Issuer Cash Manager;

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

(3)   THE BANK OF NEW YORK, whose principal office is at 48th Floor, One
      Canada Square, London E14 5AL, in its capacity as Note Trustee.

WHEREAS:

(A)   On the Closing Date the Current Issuer will issue the Current Issuer
      Notes constituted by the Current Issuer Trust Deed. From the proceeds of
      the issue of those Current Issuer Notes, the Current Issuer shall make
      an Intercompany Loan to Granite Finance Funding Limited pursuant to the
      terms of the Current Issuer Intercompany Loan Agreement.

(B)   The Current Issuer Cash Manager is willing to provide cash management
      services to the Current Issuer and the Note Trustee on the terms and
      subject to the conditions contained in this Agreement.

IT IS HEREBY AGREED as follows:

1.    Definitions and Interpretation

1.1   The provisions of:

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

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

      (as the same have been and may be amended, varied or supplemented from
      time to time with the consent of the parties hereto) are expressly and
      specifically incorporated into and shall apply to this Agreement. The
      Issuer Master Definitions Schedule specified above shall prevail to the
      extent that it conflicts with the Master Definitions Schedule.



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2.    Appointment of Current Issuer Cash Manager

2.1   Appointment: Until termination pursuant to Clause 12 (Termination), the
      Current Issuer and the Note Trustee (according to their respective
      estates and interests) each hereby appoints the Current Issuer Cash
      Manager as its lawful agent on each of their behalves to provide the
      Current Issuer Cash Management Services set out in this Agreement,
      including in relation to the Current Issuer Notes to be issued by the
      Current Issuer. The Current Issuer Cash Manager in each case hereby
      accepts such appointment on the terms and subject to the conditions of
      this Agreement.

2.2   Duties prescribed by Transaction Documents: For the avoidance of doubt
      and in connection with the powers conferred under Clause 2.1
      (Appointment), save as expressly provided elsewhere in this Agreement,
      nothing herein shall be construed so as to give the Current Issuer Cash
      Manager any powers, rights, authorities, directions or obligations other
      than as specified in this Agreement or any of the other Transaction
      Documents.

2.3   Appointment conditional upon issuance of Current Issuer Notes: The
      appointment pursuant to Clause 2.1 (Appointment) is conditional upon the
      issue of the Current Issuer Notes and the making of the Current Issuer
      Intercompany Loan under the Current Issuer Intercompany Loan Agreement
      and shall take effect upon and from the Closing Date automatically
      without any further action on the part of any person, PROVIDED THAT if
      the issue of the Current Issuer Notes has not occurred by 31 January
      2004, or such later date as the Current Issuer and the Lead Managers may
      agree, this Agreement shall cease to be of further effect.

3.    The Current Issuer Cash Management Services

3.1   General: The Current Issuer Cash Manager shall provide the services set
      out in this Agreement (including, without limitation, Schedules 1 and 2
      attached hereto) (the "Current Issuer Cash Management Services").

3.2   Approvals and authorisations: The Current Issuer Cash Manager shall
      maintain, or use reasonable endeavours to procure the maintenance of,
      the approvals, authorisations, consents and licences required in
      connection with the business of the Current Issuer and shall prepare and
      submit, or procure the preparation and submission of, on behalf of the
      Current Issuer, all necessary applications and requests for any further
      approvals, authorisations, consents or licences which may be required in
      connection with the business of the Current Issuer and shall, so far as
      it reasonably can do so, perform the Current Issuer Cash Management
      Services in such a way as not to prejudice the continuation of any such
      approvals, authorisations, consents or licences.

3.3   Compliance with Transaction Documents, etc.: The Current Issuer Cash
      Management Services shall include procuring (so far as the Current
      Issuer Cash Manager, using its reasonable endeavours, is able so to do)
      compliance by the Current Issuer with all applicable legal requirements
      and with the terms of the Current Issuer Transaction Documents, PROVIDED
      THAT the Current Issuer Cash Manager shall not lend or provide any sum
      to the Current Issuer and the Current Issuer Cash Manager shall have no
      liability whatsoever to the Current Issuer, the Note Trustee or any
      other person for any failure by the Current Issuer to make any payment
      due by



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      any of them under any of the Current Issuer Transaction Documents (other
      than to the extent arising from the Current Issuer Cash Manager failing
      to perform any of its obligations under any of the Transaction
      Documents).

3.4   Liability of Current Issuer Cash Manager:

      (a)   The Current Issuer Cash Manager shall indemnify each of the
            Current Issuer and the Note Trustee on demand for any loss,
            liability, claim, expense or damage suffered or incurred by it in
            respect of the negligence, bad faith or wilful default of the
            Current Issuer Cash Manager in carrying out its functions as
            Current Issuer Cash Manager under, or as a result of a breach by
            the Current Issuer Cash Manager of, the terms and provisions of
            this Agreement or such other Transaction Documents to which the
            Current Issuer Cash Manager is a party (in its capacity as such)
            in relation to such functions.

      (b)   For the avoidance of doubt, the Current Issuer Cash Manager shall
            not be liable in respect of any loss, liability, claim, expense or
            damage suffered or incurred by the Current Issuer or the Note
            Trustee and/or any other person as a result of the proper
            performance of the Current Issuer Cash Management Services (as
            defined in Clause 3.1 (General)) by the Current Issuer Cash
            Manager save to the extent that such loss, liability, claim,
            expense or damage is suffered or incurred as a result of any
            negligence, bad faith or wilful default of the Current Issuer Cash
            Manager under, or as a result of a breach by the Current Issuer
            Cash Manager of, the terms and provisions of this Agreement or any
            of the other Transaction Documents to which the Current Issuer
            Cash Manager is a party (in its capacity as such) in relation to
            such functions.

4.    Payments, Accounts, Ledgers

4.1   Current Issuer Bank Accounts: The Current Issuer Cash Manager hereby
      confirms that each of the Current Issuer Transaction Accounts have been
      established on or before the date hereof and that the mandates in the
      agreed form will apply thereto at the Closing Date. The Current Issuer
      Cash Manager undertakes (to the extent to which the same is within its
      control in its capacity as Current Issuer Cash Manager) that at the
      Closing Date the Current Issuer Transaction Accounts will be operative
      and that the Current Issuer Cash Manager will not knowingly create or
      permit to subsist any Security Interest in relation to the Current
      Issuer Transaction Accounts other than as created under or permitted
      pursuant to the Current Issuer Deed of Charge.

4.2   Current Issuer Ledgers:

      (a)   The Current Issuer Cash Manager shall open and maintain in the
            books of the Current Issuer the following ledgers:

            (i)   the Current Issuer Revenue Ledger, which shall record all
                  Current Issuer Revenue Receipts standing to the credit of
                  the Current Issuer Transaction Accounts from time to time;

            (ii)  the Current Issuer Principal Ledger, which shall record all
                  Current Issuer Principal Receipts standing to the credit of
                  the Current Issuer Transaction Accounts from time to time;



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            (iii) the Current Issuer Principal Deficiency Ledger, which shall
                  comprise four sub-ledgers to be known as the Class A
                  Principal Deficiency Sub Ledger, the Class B Principal
                  Deficiency Sub Ledger, the Class M Principal Deficiency Sub
                  Ledger and the Class C Principal Deficiency Sub Ledger, and
                  which shall record (A) any principal deficiencies arising
                  from Losses on the Mortgage Loans which have been allocated
                  by Funding to the Current Issuer Intercompany Loan, (B) the
                  application of Current Issuer Principal Receipts to meet any
                  deficiency in Current Issuer Revenue Receipts, (C) the
                  application of Funding Available Principal Receipts to fund
                  the Current Issuer Liquidity Reserve Fund and (D) the
                  application of Current Issuer Available Revenue Receipts to
                  be applied to reduce the balances on the Current Issuer
                  Principal Deficiency Ledger; and

            (iv)  the Swap Collateral Ledger, (which shall comprise of such
                  sub-ledgers as the Current Issuer Cash Manager considers
                  appropriate) to record all payments, transfers and receipts
                  in connection with Swap Collateral, including, without
                  limitation:

                  (A)   the receipt of any Swap Collateral by the Current
                        Issuer from the Swap Providers;

                  (B)   the receipt of any income or distributions in respect
                        of such Swap Collateral;

                  (C)   the payment or transfer of all, or any part of, such
                        Swap Collateral to the relevant Current Issuer Swap
                        Provider; and

                  (D)   the realisation of such Swap Collateral,


                  provided that the Swap Collateral Ledger (and sub-ledgers)
                  shall only be established in the event that any Current
                  Issuer Swap Provider pays or transfers Swap Collateral to
                  the Issuer in accordance with the relevant Current Issuer
                  Swap Agreement.

      (b)   The Current Issuer Cash Manager shall make credits and debits to
            the Current Issuer Ledgers in accordance with the provisions of
            paragraphs 5, 6, 7, 8, 9 and 10 of Schedule 2 hereto.

4.3   Payments:

      (a)   The Current Issuer Cash Manager shall procure that the following
            amounts payable to the Current Issuer are paid into the Current
            Issuer Transaction Accounts:

            (i)   all Current Issuer Revenue Receipts;

            (ii)  all Current Issuer Principal Receipts;

            (iii) all amounts (excluding Swap Collateral Excluded Amounts)
                  received by the Current Issuer pursuant to the Current
                  Issuer Swap Agreements; and



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            (iv)  any other amounts whatsoever received by or on behalf of the
                  Current Issuer on or after the Closing Date,

            and the Current Issuer Cash Manager shall procure that all
            investment proceeds from Authorised Investments purchased from
            amounts standing to the credit of any of the Current Issuer
            Transaction Accounts are credited to each such account. All
            amounts received by the Current Issuer denominated (i) in Sterling
            shall be paid into the Current Issuer Sterling Account, (ii) in
            U.S. Dollars shall be paid into the Current Issuer Dollar Account
            and (iii) in Euro shall be paid into the Current Issuer Euro
            Account.

      (b)   The Current Issuer Cash Manager shall procure that all transfers
            and withdrawals of amounts standing to the credit of the Current
            Issuer Transaction Accounts and Swap Collateral Accounts shall be
            made in accordance with the provisions of the Current Issuer Bank
            Account Agreement and the Current Issuer Deed of Charge.

      (c)   Each of the payments into the Current Issuer Transaction Accounts
            referred to in Clause 4.3(a) shall be made forthwith upon receipt
            by the Current Issuer or the Current Issuer Cash Manager of the
            amount in question.

      (d)   For the avoidance of doubt, as soon as reasonably practicable
            after becoming aware of the same, the Current Issuer Cash Manager
            may, and shall, withdraw Cash from the Current Issuer Transaction
            Accounts and Swap Collateral Cash Accounts, if, and to the extent
            that, such Cash was credited thereto in error and shall use its
            reasonable endeavours to ensure that such Cash is applied
            correctly thereafter.

      (e)   The Current Issuer Cash Manager shall promptly notify each of the
            Current Issuer and the Note Trustee of any additional account or
            sub-account which supplements or replaces any account or
            sub-account specifically referred to in the definition of the
            "Current Issuer Transaction Accounts" in the Current Issuer Master
            Definitions Schedule.

      (f)   Each of the Current Issuer Cash Manager and the Current Issuer
            undertakes that, so far as it is able to procure the same, the
            Current Issuer Transaction Accounts and all instructions and
            mandates in relation thereto will continue to be operative and
            will not, save as permitted pursuant to the Current Issuer Bank
            Account Agreement, be changed without the prior written consent of
            the Note Trustee (such consent not to be unreasonably withheld or
            delayed). For the avoidance of doubt, the Current Issuer Cash
            Manager may change the authorised signatories in respect of any
            instructions or mandates relating to the Current Issuer, without
            the prior written consent of the Note Trustee, in accordance with
            the terms of the Current Issuer Bank Account Agreement.

4.4   Withdrawals:

      (a)   The Current Issuer Cash Manager may make withdrawals on behalf of
            the Current Issuer from the Current Issuer Transaction Accounts
            (but only until receipt of a copy of a Current Issuer Note
            Enforcement Notice served by the Note Trustee on the Current
            Issuer) and Swap Collateral Accounts as



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            permitted by this Agreement, the Current Issuer Trust Deed, the
            Current Issuer Bank Account Agreement and the Current Issuer Deed
            of Charge, but shall not in carrying out its functions as Current
            Issuer Cash Manager under this Agreement otherwise make
            withdrawals from the Current Issuer Transaction Accounts and Swap
            Collateral Accounts.

      (b)   Upon receipt of such a Current Issuer Note Enforcement Notice, no
            amount shall be withdrawn from any Current Issuer Transaction
            Account by the Current Issuer Cash Manager without the prior
            written consent of the Note Trustee.

4.5   Cash Management: In administering the Current Issuer Transaction
      Accounts on behalf of the Current Issuer and the Note Trustee, the
      Current Issuer Cash Manager shall comply with the provisions of Schedule
      2 prior to receipt by the Current Issuer Cash Manager of a copy of any
      Current Issuer Note Enforcement Notice served on the Current Issuer.
      Following service of a Current Issuer Note Enforcement Notice, the Note
      Trustee or any Receiver appointed by the Note Trustee will administer
      the Current Issuer Transaction Accounts in accordance with the terms of
      the Current Issuer Deed of Charge.

5.    Payments Under Current Issuer Swap Agreements; Termination & Swap
      Collateral

5.1   Current Issuer Available Revenue Receipts: Subject to the order of
      priorities of payment set out in Schedule 2 or, as the case may be, the
      Current Issuer Deed of Charge, on each Payment Date prior to the
      enforcement of the Current Issuer Security under the Current Issuer Deed
      of Charge, the Current Issuer Cash Manager will pay Current Issuer
      Available Revenue Receipts received in respect of the Current Issuer
      Intercompany Loan (after making payments ranking higher in the order or
      priority of payments) to the Current Issuer Basis Rate Swap Provider.
      Amounts received by the Current Issuer Cash Manager from the Current
      Issuer Basis Rate Swap Provider will be applied to pay (1) in respect of
      the Dollar Notes, the Current Issuer Dollar Currency Swap Provider, and
      amounts received by the Current Issuer Cash Manager from the Current
      Issuer Dollar Currency Swap Provider will be applied to pay amounts due
      to the holders of the relevant classes of Dollar Notes in accordance
      with the Current Issuer Pre-Enforcement Revenue Priority of Payments,
      (2) in respect of the Sterling Notes, amounts due to the holders of the
      relevant classes of Sterling Notes in accordance with the Current Issuer
      Pre-Enforcement Revenue Priority of Payments and (3) in respect of the
      Euro Notes, the Current Issuer Euro Currency Swap Provider, and amounts
      received by the Current Issuer Cash Manager from the Current Issuer Euro
      Currency Swap Provider will be applied to pay amounts due to the holders
      of the relevant classes of Euro Notes in accordance with the Current
      Issuer Pre-Enforcement Revenue Priority of Payments.

5.2   Current Issuer Available Principal Receipts: Subject to the order of
      priorities of payment set out in Schedule 2 or, as the case may be, the
      Current Issuer Deed of Charge, on each Payment Date prior to enforcement
      of the Current Issuer Security under the Current Issuer Deed of Charge,
      the Current Issuer Cash Manager will pay Current Issuer Available
      Principal Receipts received in respect of the Current Issuer
      Intercompany Loan (after making payments ranking higher in the order or
      priority of payments) to (1) in respect of the Dollar Notes, the Current
      Issuer Dollar Currency



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      Swap Provider, and amounts received by the Current Issuer Cash Manager
      from the Current Issuer Dollar Currency Swap Provider will be applied to
      pay amounts due to the holders of the relevant classes of Dollar Notes
      in accordance with the Current Issuer Pre-Enforcement Principal Priority
      of Payments, (2) in respect of the Sterling Notes, amounts due to the
      holders of the relevant classes of Sterling Notes in accordance with the
      Current Issuer Pre-Enforcement Principal Priority of Payments, and (3)
      in respect of the Euro Notes, the Current Issuer Euro Currency Swap
      Provider, and amounts received by the Current Issuer Cash Manager from
      the Current Issuer Euro Currency Swap Provider will be applied to pay
      amounts due to the holders of the relevant classes of Euro Notes in
      accordance with the Current Issuer Pre-Enforcement Principal Priority of
      Payments.

5.3   Following a Non-Asset Trigger Event: On each Payment Date following the
      occurrence of a Non-Asset Trigger Event under the Mortgages Trust Deed
      but prior to enforcement of the Funding Security under the Funding Deed
      of Charge or the Current Issuer Security under the Current Issuer Deed
      of Charge, the Current Issuer Cash Manager will pay Current Issuer
      Available Principal Receipts received in respect of the Current Issuer
      Intercompany Loan (after making payments ranking higher in the order or
      priority of payments) to (1) in respect of the Dollar Notes, the Current
      Issuer Dollar Currency Swap Provider, and amounts received by the
      Current Issuer Cash Manager from the Current Issuer Dollar Currency Swap
      Provider will be applied to pay amounts due to the holders of the
      relevant classes of Dollar Notes, and (2) in respect of the Sterling
      Notes, amounts due to the holders of the relevant classes of Sterling
      Notes, and (3) in respect of the Euro Notes, the Current Issuer Euro
      Currency Swap Provider, and amounts received by the Current Issuer Cash
      Manager from the Current Issuer Euro Currency Swap Provider will be
      applied to pay amounts due to the holders of the relevant classes of
      Euro Notes, each in accordance with the priority of payments set forth
      in Clause 4.2 (Distribution of Current Issuer Available Principal
      Receipts Following the Occurrence of a Non-Asset Trigger Event) of
      Schedule 2.

5.4   Following an Asset Trigger Event: On each Payment Date following the
      occurrence of an Asset Trigger Event under the Mortgages Trust Deed but
      prior to enforcement of the Funding Security under the Funding Deed of
      Charge or the Current Issuer Security under the Current Issuer Deed of
      Charge, the Current Issuer Cash Manager will pay Current Issuer
      Available Principal Receipts received in respect of the Current Issuer
      Intercompany Loan (after making payments ranking higher in the order or
      priority of payments) to (1) in respect of the Dollar Notes, the Current
      Issuer Dollar Currency Swap Provider, and amounts received by the
      Current Issuer Cash Manager from the Current Issuer Dollar Currency Swap
      Provider will be applied to pay amounts due to the holders of the
      relevant classes of Dollar Notes, and (2) in respect of the Sterling
      Notes, amounts due to the holders of the relevant classes of Sterling
      Notes, and (3) in respect of the Euro Notes, the Current Issuer Euro
      Currency Swap Provider, and amounts received by the Current Issuer Cash
      Manager from the Current Issuer Euro Currency Swap Provider will be
      applied to pay amounts due to the holders of the relevant classes of
      Euro Notes, each in accordance with the priority of payments set forth
      in Clause 4.3 (Distribution of Current Issuer Available Principal
      Receipts Following the Occurrence of an Asset Trigger Event) of Schedule
      2.

5.5   Termination: If on or prior to the date of the earlier of (i) repayment
      in full of the



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      Current Issuer Notes or (ii) the service of a Current Issuer Note
      Enforcement Notice, any of the Current Issuer Swap Agreements is
      terminated, the Current Issuer Cash Manager (on behalf of the Current
      Issuer and the Note Trustee) shall purchase a replacement hedge, as
      applicable, in respect of the relevant Series of Current Issuer Notes in
      each case on terms acceptable to the Rating Agencies, the Current Issuer
      and the Note Trustee and with a swap provider that the Rating Agencies
      have previously confirmed in writing to the Current Issuer and the Note
      Trustee will not cause the then-current ratings of the Current Issuer
      Notes to be downgraded, withdrawn or qualified. The Current Issuer may
      apply any early termination payment received from, as appropriate, the
      relevant Current Issuer Swap Provider for such purpose.

5.6   Swap Collateral:

      (a)   In the event that pursuant to the terms of a Current Issuer Swap
            Agreement a Current Issuer Swap Provider pays or transfers Swap
            Collateral to the Current Issuer, the Current Issuer Cash Manager
            shall:

            (i)   create the Swap Collateral Ledger in the books of the
                  Current Issuer if not already created so as to record the
                  amount and type of such Swap Collateral and identify the
                  relevant Current Issuer Swap Agreement in respect of which
                  it has been posted;

            (ii)  upon receipt of such Swap Collateral, credit it to and
                  record the relevant details in the Swap Collateral Ledger;

            (iii) to the extent that such Swap Collateral is in the form of
                  Cash, pay it into the relevant Swap Collateral Cash Account;
                  and

            (iv)  to the extent that such Swap Collateral is in the form of
                  securities, arrange for it to be credited to the relevant
                  Swap Collateral Securities Account.

      (b)   Any such Swap Collateral shall not form part of the Current Issuer
            Available Revenue Receipts and the Current Issuer Available
            Principal Receipts. If the terms of the relevant Current Issuer
            Swap Agreement permit such Swap Collateral to be applied in or
            towards satisfaction of the Current Issuer's Swap Provider's
            obligations under the relevant Current Issuer Swap Agreement, and
            in the event that such Swap Collateral is to be so applied, the
            Current Issuer Cash Manager shall:

            (i)   where the relevant Swap Collateral is in the form of Cash,
                  transfer the relevant amount of Cash from the relevant Swap
                  Collateral Cash Account to the relevant Current Issuer
                  Transaction Account; and/or

            (ii)  where the relevant Swap Collateral is in the form of
                  securities, realise the Swap Collateral and pay the amount
                  of the net proceeds into the relevant Current Issuer
                  Transaction Account,


            and, in each case, make the appropriate debits and credits to the
            Swap Collateral Ledger, apply such amount as if it had been paid
            to the Current



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            Issuer by the Current Issuer Swap Provider under the relevant
            Current Issuer Swap Agreement and make appropriate ledger entries.

      (c)   To the extent that pursuant to the terms of the relevant Current
            Issuer Swap Agreement Swap Collateral is to be transferred or paid
            to the Current Issuer Swap Provider, the Current Issuer Cash
            Manager shall:

            (i)   where the relevant Swap Collateral is in the form of Cash,
                  pay the relevant amount of Cash out of the relevant Swap
                  Collateral Cash Account to the Current Issuer Swap Provider;
                  and/or

            (ii)  where the relevant Swap Collateral is in the form of
                  securities, transfer and deliver the Swap Collateral to the
                  Current Issuer Swap Provider,

            and, in each case, debit the Swap Collateral Ledger as
            appropriate.

      (d)   Where:

            (i)   Swap Collateral is to be applied in satisfaction of the
                  Current Issuer Swap Provider's obligations under the
                  relevant Current Issuer Swap Agreement; and

            (ii)  such Swap Collateral or the proceeds of such Swap Collateral
                  are in a different currency to the currency (the "Required
                  Currency") in which such obligations of the Current Issuer
                  Swap Provider are payable,


            then, the Current Issuer Cash Manager shall arrange for such Swap
            Collateral to be converted (by such person as the Current Issuer
            Cash Manager may reasonably select) at the prevailing spot rate of
            exchange into the Required Currency.

      (e)   The terms of this Clause 5.6 shall prevail if and to the extent
            that they are inconsistent with the other paragraphs of this
            Clause 5.

5.7   Interest Payment Dates: Prior to the enforcement of the Current Issuer
      Security under the Current Issuer Deed of Charge, any amount received by
      the Current Issuer Cash Manager from any Current Issuer Currency Swap
      Provider on an Interest Payment Date (which is not a Payment Date) will
      be applied on such Interest Payment Date to pay the persons to whom it
      would have been applied had it been received by the Current Issuer Cash
      Manager on a Payment Date.

5.8   Spot Rate Conversions: In the event that any payment is to be made from
      the Current Issuer Available Revenue Receipts or the Current Issuer
      Available Principal Receipts by the Current Issuer under the Current
      Issuer Priority of Payments and the Current Issuer Available Revenue
      Receipts or the Current Issuer Available Principal Receipts, as
      applicable, do not comprise a sufficient amount in the relevant currency
      in which such payment is to be made, the Current Issuer Cash Manager
      shall arrange for any remaining amounts comprised in the Current Issuer
      Available Revenue Receipts or the Current Issuer Available Principal
      Receipts, as applicable, to be converted (by such person as the Current
      Issuer Cash Manager may reasonably select) into such currency at the
      then prevailing spot rate of exchange as may be required in order to be



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      applied in or towards such payment.

6.    No Liability

      Save as otherwise provided in this Agreement, the Current Issuer Cash
      Manager shall have no liability for the obligations of either the Note
      Trustee or the Current Issuer under any of the Transaction Documents or
      otherwise and nothing herein shall constitute a guarantee, or similar
      obligation, by the Current Issuer Cash Manager of either the Note
      Trustee or the Current Issuer in respect of any of them.

7.    Costs and Expenses

7.1   Subject to and in accordance with the Current Issuer Pre-Enforcement
      Priority of Payments or, as the case may be, the Current Issuer
      Post-Enforcement Priority of Payments, the Current Issuer will on each
      Payment Date reimburse the Current Issuer Cash Manager for all
      out-of-pocket costs, expenses and charges (together with any amounts in
      respect of Irrecoverable VAT due thereon) properly incurred by the
      Current Issuer Cash Manager in the performance of the Current Issuer
      Cash Management Services, including any such costs, expenses or charges
      not reimbursed to the Current Issuer Cash Manager on any previous
      Payment Date and the Current Issuer Cash Manager shall supply the
      Current Issuer with an appropriate VAT invoice issued by the Current
      Issuer Cash Manager or, if the Current Issuer Cash Manager has treated
      the relevant cost, expense or charge as a disbursement for VAT purposes,
      by the person making the supply.

7.2   Unless and until otherwise agreed by the Current Issuer and the Note
      Trustee in writing (notified to the Current Issuer Cash Manager), the
      Current Issuer shall be solely responsible for reimbursing the Current
      Issuer Cash Manager for the out-of-pocket costs, expenses and charges
      (together with any amounts in respect of Irrecoverable VAT due thereon)
      referred to in Clause 7.1 (Costs and Expenses).

8.    Information

8.1   Use of information technology systems:

      (a)   The Current Issuer Cash Manager represents and warrants that at
            the date hereof (and in respect of the software which is to be
            used by the Current Issuer Cash Manager in providing the Current
            Issuer Cash Management Services) it has in place all necessary
            licences and/or consents from the respective licensor or licensors
            (if any) of such software.

      (b)   The Current Issuer Cash Manager undertakes that it shall for the
            duration of this Agreement, use reasonable endeavours to:

            (i)   ensure that the licences and/or consents referred to in
                  paragraph (a) are maintained in full force and effect; and

            (ii)  except insofar as it would breach any other of its legal
                  obligations, grant to any person to whom it may sub-contract
                  or delegate the performance of all or any of its powers and
                  obligations under this Agreement (and/or to such person as
                  the Current Issuer and the Note



                                      10
<PAGE>

                  Trustee elects as a substitute cash manager in accordance
                  with the terms of this Agreement) a licence to use any
                  proprietary software together with any updates which may be
                  made thereto from time to time.

      (c)   The Current Issuer Cash Manager shall use reasonable endeavours to
            maintain in working order the information technology systems used
            by the Current Issuer Cash Manager in providing the Current Issuer
            Cash Management Services.

      (d)   The Current Issuer Cash Manager shall pass to any person to whom
            it may sub-contract or delegate the performance of all or any of
            its powers and obligations under this Agreement (and/or to such
            person as the Current Issuer and the Note Trustee elects as a
            substitute cash manager in accordance with the terms of this
            Agreement) the benefit of any warranties in relation to such
            software insofar as the same are capable of assignment.

8.2   Bank Account Statements: The Current Issuer Cash Manager shall take all
      reasonable steps to ensure that it receives a monthly bank statement in
      relation to each Current Issuer Transaction Account and Swap Collateral
      Cash Account and that it furnishes a copy of such statements to the
      Current Issuer, with a copy to the Note Trustee upon its request.

8.3   Access to Books and Records: Subject to all applicable laws, the Current
      Issuer Cash Manager shall permit the Current Issuer, the Auditors of the
      Current Issuer, the Note Trustee and/or any other person nominated by
      the Note Trustee (to whom the Current Issuer Cash Manager has no
      reasonable objection) at any time during normal office hours upon
      reasonable notice to have access, or procure that such person or persons
      are granted access, to all books of record and account relating to the
      Current Issuer Cash Management Services provided by the Current Issuer
      Cash Manager and related matters in accordance with this Agreement.

8.4   Statutory Obligations: The Current Issuer Cash Manager will use its
      reasonable endeavours, on behalf of the Current Issuer, to prepare or
      procure the preparation of and file all reports, annual returns,
      financial statements, statutory forms and other returns which the
      Current Issuer is required by law to prepare and file. Subject to
      approval thereof by the directors of the Current Issuer, the Current
      Issuer Cash Manager shall cause such accounts to be audited by the
      Auditors and shall procure so far as it is able so to do that the
      Auditors shall make a report thereon as required by law, and copies of
      all such documents shall be delivered to the Note Trustee, the Current
      Issuer and the Rating Agencies as soon as practicable after the end of
      each accounting reference period of the Current Issuer.

8.5   Information Covenants:

      (a)   The Current Issuer Cash Manager shall provide the Current Issuer,
            the Note Trustee, the Seller and the Rating Agencies quarterly
            with a report in, or substantially in, the form set out in
            Schedule 3 in respect of the Current Issuer. Such quarterly report
            shall be delivered to the Current Issuer, the Note Trustee (upon
            its request), the Seller and the Rating Agencies by the last
            Business Day of the month in which each Payment Date occurs.



                                      11
<PAGE>

      (b)   The Current Issuer Cash Manager shall provide, or procure the
            provision of, to the Current Issuer, the Note Trustee and the
            Rating Agencies copies of any annual returns or financial
            statements referred to in Clause 8.4 (Statutory Obligations) as
            soon as reasonably practicable after the preparation thereof.

      (c)   The Current Issuer Cash Manager shall notify the Rating Agencies
            and the Note Trustee in writing of the details of (i) any material
            amendment to the Transaction Documents to which the Current Issuer
            is a party and of which it is or becomes aware, (ii) the
            occurrence of a Current Issuer Note Event of Default, or a Current
            Issuer Intercompany Loan Event of Default or a Current Issuer Cash
            Manager Termination Event (as defined in Clause 12.1 (Current
            Issuer Cash Manager Termination Events)) and (iii) any other
            information relating to the Current Issuer Cash Manager as the
            Rating Agencies and the Note Trustee may reasonably request in
            connection with its obligations under this Agreement, PROVIDED
            THAT the Note Trustee shall not make such a request more than once
            every three months unless, in the belief of the Note Trustee, a
            Current Issuer Intercompany Loan Event of Default, a Current
            Issuer Note Event of Default or a Current Issuer Cash Manager
            Termination Event shall have occurred and is continuing or may
            reasonably be expected to occur, and PROVIDED FURTHER THAT any
            such request by the Note Trustee does not adversely interfere with
            the Current Issuer Cash Manager's day-to-day provision of the
            Current Issuer Cash Management Services under the other terms of
            this Agreement.

      (d)   After becoming aware of any event described in paragraph (c)(i) or
            (ii) above, the Current Issuer Cash Manager shall give details to
            the Current Issuer and the Note Trustee of any pending legal
            action and any judgments given in respect of the Current Issuer
            Cash Manager if it could have a potential material adverse effect
            on the ability of the Current Issuer Cash Manager to perform its
            obligations hereunder.

      (e)   The Current Issuer Cash Manager shall, at the request of the Note
            Trustee, furnish the Note Trustee and the Rating Agencies with
            such other information relating to its business and financial
            condition as the Note Trustee may request in connection with this
            Agreement, PROVIDED THAT the Note Trustee shall not make such a
            request more than once every three months unless, in the belief of
            the Note Trustee, a Current Issuer Intercompany Loan Event of
            Default, a Current Issuer Note Event of Default or a Current
            Issuer Cash Manager Termination Event (as defined in Clause 12.1
            (Current Issuer Cash Manager Termination Events)) shall have
            occurred and is continuing or may reasonably be expected to occur,
            and PROVIDED FURTHER THAT any such request of the Note Trustee
            does not adversely interfere with the Current Issuer Cash
            Manager's day-to-day provision of the Current Issuer Cash
            Management Services under the other terms of this Agreement.

9.    Remuneration

9.1   Fee payable:

      (a)   Subject to paragraph (b) below, the Current Issuer shall pay to
            the Current Issuer Cash Manager for the provision of the Current
            Issuer Cash



                                      12
<PAGE>

            Management Services hereunder a cash management fee which shall be
            agreed in writing between the Current Issuer, the Note Trustee and
            the Current Issuer Cash Manager from time to time.

      (b)   Unless and until otherwise agreed by the Current Issuer and the
            Note Trustee in writing (notified to the Current Issuer Cash
            Manager), the Current Issuer shall be solely responsible for
            paying the cash management fee to the Current Issuer Cash Manager
            which is referred to in paragraph (a) above.

9.2   Payment of fee: The cash management fee referred to in Clause 9.1 (Fee
      Payable) shall only be payable to the Current Issuer Cash Manager on
      each Payment Date in the manner contemplated by, in accordance with and
      subject to the provisions of the Current Issuer Pre-Enforcement Revenue
      Priority of Payments or, as the case may be, the Current Issuer
      Post-Enforcement Priority of Payments.

10.   Covenants, Representations and Warranties of Current Issuer Cash Manager

10.1  Covenants: The Current Issuer Cash Manager hereby covenants with and
      undertakes to each of the Current Issuer and the Note Trustee that
      without prejudice to any of its specific obligations hereunder:

      (a)   it will exercise all due skill, care and diligence to the
            performance of its obligations and the exercise of its discretions
            hereunder;

      (b)   it will comply with any proper directions, orders and instructions
            which the Current Issuer or the Note Trustee may from time to time
            give to it in accordance with the provisions of this Agreement
            and, in the event of any conflict, those of the Note Trustee shall
            prevail;

      (c)   it will obtain and keep in force all licences, approvals,
            authorisations and consents which are necessary in connection with
            the performance of the Current Issuer Cash Management Services and
            prepare and submit all necessary applications and requests for any
            further approval, authorisation, consent or licence required in
            connection with the performance of the Current Issuer Cash
            Management Services;

      (d)   it will not knowingly fail to comply with any legal requirements
            in the performance of the Current Issuer Cash Management Services;

      (e)   it will make all payments required to be made by it pursuant to
            this Agreement on the due date for payment thereof for value in
            the specified currency on such day without set-off (including,
            without limitation, in respect of any fees owed to it) or
            counterclaim; and

      (f)   it will not without the prior written consent of the Note Trustee
            amend or terminate any of the Current Issuer Transaction Documents
            save in accordance with their terms.

10.2  Duration of covenants: The covenants of the Current Issuer Cash Manager
      in Clause 10.1 (Covenants) shall remain in force until this Agreement is
      terminated but without prejudice to any right or remedy of the Current
      Issuer and/or the Note Trustee arising



                                      13
<PAGE>

      from breach of any such covenant prior to the date of termination of
      this Agreement.

10.3  Representations and Warranties: The Current Issuer Cash Manager hereby
      makes the representations and warranties to each of the Current Issuer
      and the Note Trustee that are specified on Schedule 5 hereto.

11.   Current Issuer Cash Management Services Non-Exclusive

      Nothing in this Agreement shall prevent the Current Issuer Cash Manager
      from rendering or performing services similar to those provided for in
      this Agreement to or for itself or other persons, firms or companies or
      from carrying on business similar to or in competition with the business
      of the Current Issuer or the Note Trustee.

12.   Termination

12.1  Current Issuer Cash Manager Termination Events: If any of the following
      events ("Current Issuer Cash Manager Termination Events") shall occur:

      (a)   default is made by the Current Issuer Cash Manager in the payment
            on the due date of any payment due and payable by it under this
            Agreement and such default continues unremedied for a period of
            five (5) London Business Days after the earlier of the Current
            Issuer Cash Manager becoming aware of such default and receipt by
            the Current Issuer Cash Manager of written notice from the Current
            Issuer or the Note Trustee, as the case may be, requiring the same
            to be remedied; or

      (b)   default is made by the Current Issuer Cash Manager in the
            performance or observance of any of its other covenants and
            obligations under this Agreement, which in the opinion of the Note
            Trustee is materially prejudicial to the interests of the holders
            of the Current Issuer Notes and such default continues unremedied
            for a period of twenty (20) days after the earlier of the Current
            Issuer Cash Manager becoming aware of such default and receipt by
            the Current Issuer Cash Manager of written notice from the Note
            Trustee requiring the same to be remedied; or

      (c)   the Current Issuer Cash Manager suffers an Insolvency Event,

      then the Current Issuer and/or Note Trustee may at once or at any time
      thereafter while such default continues by notice in writing to the
      Current Issuer Cash Manager with a copy to the Current Issuer Account
      Bank terminate its appointment as Current Issuer Cash Manager under this
      Agreement with effect from a date (not earlier than the date of the
      notice) specified in the notice.

      Upon termination of the appointment of the Current Issuer Cash Manager,
      the Note Trustee agrees to use its reasonable endeavours to appoint a
      substitute Current Issuer Cash Manager. Any substitute Current Issuer
      Cash Manager must agree to enter into an agreement substantially on the
      same terms as the relevant provisions of this Agreement or on such terms
      as are satisfactory to the Current Issuer and the Note Trustee.



                                      14
<PAGE>

      Any termination of the appointment of the Current Issuer Cash Manager
      and the appointment of a substitute Current Issuer Cash Manager under
      this Clause 12.1 is conditional upon the Rating Agencies having
      previously confirmed in writing to the Current Issuer and the Note
      Trustee that the then-current ratings of the Current Issuer Notes will
      not be downgraded, withdrawn or qualified.

      The Note Trustee shall have no liability to any person in the event
      that, having used reasonable endeavours, it is unable to appoint a
      substitute Current Issuer Cash Manager. In any event, the Note Trustee
      shall only be required to use its reasonable endeavours to appoint such
      substitute Current Issuer Cash Manager. Notwithstanding any other
      provision of the Transaction Documents, the Note Trustee shall not
      itself be required to perform any duties of the Current Issuer Cash
      Manager.

      The Note Trustee shall not be obliged to monitor or supervise the
      performance by any substitute Current Issuer Cash Manager of its duties
      hereunder or in relation to the other Transaction Documents nor shall
      the Note Trustee be responsible or liable for any act or omission of any
      substitute Current Issuer Cash Manager or for any loss caused thereby.

12.2  Resignation of Current Issuer Cash Manager: The Current Issuer Cash
      Manager may resign from its appointment under this Agreement only upon
      giving not less than twelve (12) months' notice to each of the Current
      Issuer and the Note Trustee, PROVIDED THAT:

      (a)   the Current Issuer and the Note Trustee each consent in writing to
            such resignation;

      (b)   a substitute cash manager shall be appointed, such appointment to
            be effective not later than the effective date of such
            resignation;

      (c)   such substitute cash manager enters into an agreement
            substantially on the same terms as the relevant provisions of this
            Agreement or on such terms as are satisfactory to the Current
            Issuer and the Note Trustee, and the Current Issuer Cash Manager
            shall not be released from its obligations under the relevant
            provisions of this Agreement until such substitute cash manager
            has entered into such new agreement and the rights of the Current
            Issuer under such agreement are charged in favour of the Note
            Trustee on terms satisfactory to the Note Trustee; and

      (d)   the Rating Agencies have confirmed to the Current Issuer and the
            Note Trustee that the then-current ratings of the Current Issuer
            Notes are not adversely affected as a result thereof.

12.3  Effect of Termination or Resignation:

      (a)   On and after termination or resignation of the appointment of the
            Current Issuer Cash Manager under this Agreement pursuant to this
            Clause 12, all authority and power of the Current Issuer Cash
            Manager under this Agreement shall be terminated and be of no
            further effect and the Current Issuer Cash Manager shall not
            thereafter hold itself out in any way as the agent of the Current
            Issuer or the Note Trustee pursuant to this Agreement.



                                      15
<PAGE>

      (b)   Upon termination or resignation of the appointment of the Current
            Issuer Cash Manager under this Agreement pursuant to this Clause
            12, the Current Issuer Cash Manager shall:

            (i)   forthwith deliver (and in the meantime hold on trust for,
                  and to the order of, the Current Issuer or the Note Trustee,
                  as the case may be) to the Current Issuer or the Note
                  Trustee, as the case may be or as it shall direct, all books
                  of account, papers, records, registers, correspondence and
                  documents in its possession or under its control relating to
                  the affairs of or belongings of the Current Issuer or the
                  Note Trustee, as the case may be, (if practicable, on the
                  date of receipt) any monies then held by the Current Issuer
                  Cash Manager on behalf of the Current Issuer, the Note
                  Trustee and any other assets of the Current Issuer and the
                  Note Trustee;

            (ii)  take such further action as the Current Issuer or the Note
                  Trustee, as the case may be, may reasonably direct PROVIDED
                  THAT the Note Trustee shall not be required to take or
                  direct to be taken such further action unless it has been
                  indemnified to its satisfaction (and in the event of a
                  conflict between the directions of Current Issuer and the
                  Note Trustee, the directions of the Note Trustee shall
                  prevail);

            (iii) provide all relevant information contained on computer
                  records in the form of magnetic tape, together with details
                  of the layout of the files encoded on such magnetic tapes;
                  and

            (iv)  co-operate and consult with and assist the Current Issuer or
                  the Note Trustee or its nominee, as the case may be, (which
                  shall, for the avoidance of doubt, include any Receiver
                  appointed by it) for the purposes of explaining the file
                  layouts and the format of the magnetic tapes generally
                  containing such computer records on the computer system of
                  the Current Issuer or the Note Trustee or such nominee, as
                  the case may be.

12.4  Notice of event of default: The Current Issuer Cash Manager shall
      deliver to the Current Issuer and the Note Trustee as soon as reasonably
      practicable (but in any event within three London Business Days of
      becoming aware thereof) a notice of any Current Issuer Cash Manager
      Termination Event, any Current Issuer Note Event of Default or any
      Current Issuer Intercompany Loan Event of Default, or any event which
      with the giving of notice or expiry of any grace period or
      certification, as specified in such Current Issuer Cash Manager
      Termination Event or Current Issuer Note Event of Default or Current
      Issuer Intercompany Loan Event of Default, would constitute the same.

12.5  General provisions relating to termination:

      (a)   Termination of this Agreement or the appointment of the Current
            Issuer Cash Manager under this Agreement shall be without
            prejudice to the liabilities of the Current Issuer to the Current
            Issuer Cash Manager and vice versa incurred before the date of
            such termination. The Current Issuer Cash Manager shall



                                      16
<PAGE>

            have no right of set-off or any lien in respect of such amounts
            against amounts held by it on behalf of the Current Issuer or the
            Note Trustee.

      (b)   This Agreement shall terminate at such time as the Current Issuer
            Secured Obligations have been fully discharged.

      (c)   On termination of the appointment of the Current Issuer Cash
            Manager under the provisions of this Clause 12, the Current Issuer
            Cash Manager shall be entitled to receive all fees and other
            monies accrued up to (but excluding) the date of termination but
            shall not be entitled to any other or further compensation. The
            Current Issuer shall pay such moneys so receivable by the Current
            Issuer Cash Manager in accordance with the Current Issuer
            Pre-Enforcement Revenue Priority of Payments or, as the case may
            be, the Current Issuer Post-Enforcement Priority of Payments, on
            the dates on which they would otherwise have fallen due hereunder.
            For the avoidance of doubt, such termination shall not affect the
            Current Issuer Cash Manager's rights to receive payment of all
            amounts (if any) due to it from the Current Issuer other than
            under this Agreement.

      (d)   Any provision of this Agreement, which is stated to continue after
            termination of the Agreement, shall remain in full force and
            effect notwithstanding termination.

13.   Further Assurances

13.1  Co-operation, etc: The parties hereto agree that they will co-operate
      fully to do all such further acts and things and execute any further
      documents as may be necessary or desirable to give full effect to the
      arrangements contemplated by this Agreement and the other Transaction
      Documents.

13.2  Powers of attorney: Without prejudice to the generality of Clause 13.1
      (Co-operation, etc), the Current Issuer shall upon request by the
      Current Issuer Cash Manager forthwith give to the Current Issuer Cash
      Manager such further powers of attorney or other written authorisations,
      mandates or instruments as are necessary to enable the Current Issuer
      Cash Manager to perform the Current Issuer Cash Management Services.

14.   Miscellaneous

14.1  No set-off:  The Current Issuer Cash Manager agrees that it will not:

      (a)   set off or purport to set off any amount which either the Current
            Issuer is or will become obliged to pay to it under this Agreement
            against any amount from time to time standing to the credit of or
            to be credited to the Current Issuer Transaction Accounts or the
            Swap Collateral Accounts or any replacement or additional bank
            account of the Current Issuer and established from time to time;
            or

      (b)   make or exercise any claims or demands, any rights of counterclaim
            or any other equities against or withhold payment of any and all
            sums of money which may at any time and from time to time standing
            to the credit of the



                                      17
<PAGE>

            Current Issuer Transaction Accounts or the Swap Collateral
            Accounts or any replacement or additional bank account of the
            Current Issuer and established from time to time.

14.2  No recourse:

      (a)   In relation to all sums due and payable by the Current Issuer to
            the Current Issuer Cash Manager, the Current Issuer Cash Manager
            agrees that it shall have recourse only to sums paid to or
            received by (or on behalf of) the Current Issuer pursuant to the
            provisions of the Current Issuer Transaction Documents.

      (b)   For the avoidance of doubt, the Note Trustee shall not be liable
            to pay any amounts due under Clauses 7 (Costs and Expenses) and 9
            (Remuneration), but without prejudice to the obligations of the
            Current Issuer, or any receiver appointed pursuant to the Current
            Issuer Deed of Charge in respect of such amounts.

      (c)   Notwithstanding any other provisions of this Agreement, all
            obligations to, and rights of, the Note Trustee under or in
            connection with this Agreement (other than its obligations under
            Clause 13 (Further Assurances)) shall automatically terminate upon
            the discharge in full of all Current Issuer Secured Obligations,
            PROVIDED THAT this shall be without prejudice to any claims in
            respect of such obligations and rights arising on or prior to such
            date.

15.   Confidentiality

      During the continuance of this Agreement or after its termination, each
      of the Current Issuer, the Current Issuer Cash Manager and the Note
      Trustee shall use its best endeavours not to disclose to any person,
      firm or company whatsoever any information relating to the business,
      finances or other matters of a confidential nature of any other party
      hereto of which it may exclusively by virtue of being party to the
      Transaction Documents have become possessed and shall use all reasonable
      endeavours to prevent any such disclosure as aforesaid, PROVIDED HOWEVER
      that the provisions of this Clause 15 shall not apply:

      (a)   to any information already known to the recipient otherwise than
            as a result of entering into any of the Transaction Documents;

      (b)   to any information subsequently received by the recipient which it
            would otherwise be free to disclose;

      (c)   to any information which is or becomes public knowledge otherwise
            than as a result of the conduct of the recipient;

      (d)   to any extent that the recipient is required to disclose the same
            pursuant to any law or order of any court or pursuant to any
            direction, request or requirement (whether or not having the force
            of law) of any central bank or any governmental or other authority
            (including, without limitation, any official bank examiners or
            regulators);



                                      18
<PAGE>

      (e)   to the extent that the recipient needs to disclose the same for
            determining the existence of, or declaring, a Current Issuer Note
            Event of Default, or a Current Issuer Cash Manager Termination
            Event, the protection or enforcement of any of its rights under
            any of the Current Issuer Transaction Documents or in connection
            herewith or therewith or for the purpose of discharging, in such
            manner as it thinks fit, its duties under or in connection with
            such agreements in each case to such persons as require to be
            informed of such information for such purposes; or

      (f)   in relation to any information disclosed to the professional
            advisers of the recipient or (in connection with a prospective
            rating of any debt to be issued by the Current Issuer or any New
            Issuer) to any credit rating agency or any prospective new cash
            manager or prospective new Note Trustee.

16.   No Partnership

      It is hereby acknowledged and agreed by the parties that nothing in this
      Agreement shall be construed as giving rise to any partnership between
      any of the parties.

17.   Assignment

17.1  Assignment by the Current Issuer: The Current Issuer may not assign or
      transfer any of its rights and obligations under this Agreement without
      the prior written consent of each of the Note Trustee and the Current
      Issuer Cash Manager, except that the Current Issuer may assign its
      respective rights hereunder without such consent pursuant to the Current
      Issuer Deed of Charge.

17.2  No assignment by Current Issuer Cash Manager: The Current Issuer Cash
      Manager may not assign or transfer any of its rights and obligations
      under this Agreement without the prior written consent of the Current
      Issuer and the Note Trustee.

18.   The Note Trustee

18.1  Change in Note Trustee: If there is any change in the identity of the
      note trustee in accordance with the Issuer Deed of Charge, the Current
      Issuer and the Current Issuer Cash Manager shall execute such documents
      and take such action as the successor note trustee and the outgoing Note
      Trustee may require for the purpose of vesting in the successor note
      trustee the rights and obligations of the outgoing Note Trustee under
      this Agreement and releasing the outgoing Note Trustee from its future
      obligations under this Agreement.

18.2  No Obligations: It is hereby acknowledged and agreed that by its
      execution of this Agreement the Note Trustee shall not assume or have
      any of the obligations or liabilities of the Current Issuer or the
      Current Issuer Cash Manager under this Agreement. Furthermore, any
      liberty or power which may be exercised or any determination which may
      be made hereunder by the Note Trustee may be exercised or made in the
      Note Trustee's absolute and unfettered discretion without any obligation
      to give reasons therefor, but in any event must be exercised or made in
      accordance with the provisions of the Current Issuer Deed of Charge.



                                      19
<PAGE>

19.   Non Petition Covenant; Limited Recourse

19.1  Note Trustee to Enforce: The Current Issuer Cash Manager hereby
      undertakes to each of the other parties hereto that only the Security
      Trustee, at the direction of the Note Trustee, may enforce the security
      created in favour of the Note Trustee by the Current Issuer Deed of
      Charge in accordance with the provisions thereof.

19.2  Limited Recourse: The Current Issuer Cash Manager hereby undertakes to
      each of the other parties hereto that, notwithstanding any other
      provision of this Agreement or any other Transaction Document, no sum
      due or owing to the Current Issuer Cash Manager from or by the Current
      Issuer under this Agreement shall be payable by the Current Issuer
      except to the extent that the Current Issuer has sufficient funds
      available or (following enforcement of the Current Issuer Security) the
      Security Trustee has realised sufficient funds from the Current Issuer
      Security to pay such sum subject to and in accordance with the relevant
      Current Issuer Priority of Payments, and provided that all liabilities
      of the Current Issuer required to be paid in priority thereto or pari
      passu therewith pursuant to such Current Issuer Priority of Payments
      have been paid, discharged and/or otherwise provided for in full.

19.3  Non Petition: The Current Issuer Cash Manager hereby undertakes to each
      of the other parties hereto that it shall not take any steps for the
      purpose of recovering any amount payable under this Agreement
      (including, without limitation, by exercising any rights of set-off) or
      enforcing any rights arising out of this Agreement against the Current
      Issuer and it shall not take any steps or legal proceedings for the
      winding-up, dissolution or reorganisation of, or the institution of
      insolvency proceedings against, the Current Issuer or for the
      appointment of a receiver, administrator, liquidator or similar officer
      of the Current Issuer in respect of any or all of its revenues except to
      the extent expressly permitted under the Current Issuer Deed of Charge.

19.4  Following Enforcement: The Current Issuer Cash Manager hereby undertakes
      to each of the other parties hereto that, following any enforcement of
      the Current Issuer Security, it will hold on trust for, and will pay to,
      the Note Trustee or the Receiver, as the case may be, all monies
      received or recovered by it (whether by way of set-off or otherwise)
      otherwise than in accordance with the Current Issuer Post-Enforcement
      Priority of Payments in order that such monies may be applied by the
      Note Trustee or the Receiver in accordance with the Current Issuer
      Post-Enforcement Priority of Payments.

19.5  Corporate Obligations: To the extent permitted by law, no recourse under
      any obligation, covenant, or agreement of any person contained in this
      Agreement shall be had against any shareholder, officer or director of
      such person as such, by the enforcement of any assessment or by any
      legal proceeding, by virtue of any statute or otherwise; it being
      expressly agreed and understood that this Agreement is a corporate
      obligation of each person expressed to be a party hereto and no personal
      liability shall attach to or be incurred by the shareholders, officers,
      agents or directors of such person as such, or any of them, under or by
      reason of any of the obligations, covenants or agreements of such person
      contained in this Agreement, or implied therefrom, and that any and all
      personal liability for breaches by such person of any of such
      obligations, covenants or agreements, either under any applicable law or
      by statute or constitution, of every such shareholder, officer, agent or
      director is hereby expressly waived by each person expressed to be a
      party hereto as a condition of and



                                      20
<PAGE>

      consideration for the execution of this Agreement.

19.6  Current Issuer Deed of Charge: The provisions of Clause 6 of the Current
      Issuer Deed of Charge shall prevail in the event that and to the extent
      that they conflict with the provisions of this Clause 19.

20.   Amendments and Waiver

20.1  Entire Agreement: This Agreement sets out the entire agreement and
      understanding between the parties with respect to the subject matter of
      this Agreement superseding all prior oral or written understandings
      other than the other Current Issuer Transaction Documents.

20.2  Amendments and Waiver: No amendment or waiver of any provision of this
      Agreement nor consent to any departure by any of the parties therefrom
      shall in any event be effective unless the same shall be in writing and
      signed by each of the parties hereto. In the case of a waiver or
      consent, such waiver or consent shall be effective only in the specific
      instance and as against the party or parties giving it for the specific
      purpose for which it is given.

20.3  Rights Cumulative: The respective rights of each of the parties to this
      Agreement are cumulative and may be exercised as often as they consider
      appropriate. No failure on the part of any party to exercise, and no
      delay in exercising, any right hereunder shall operate as a waiver
      thereof, nor shall any single or partial exercise of any such right
      preclude any other or further exercise thereof or the exercise of any
      other right. The remedies in this Agreement are cumulative and not
      exclusive of any remedies provided by law.

20.4  Ratings: No variation or waiver of this Agreement shall be made if the
      same would adversely affect the then-current ratings of any of the
      Notes.

21.   Notices

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

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

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



                                      21
<PAGE>

      (c)   in the case of the Note Trustee, to The Bank of New York (London
            Branch), at 48th Floor, One Canada Square, London E14 5AL
            (facsimile number 020 7964 6399) for the attention of Corporate
            Trust (Global Structured Finance);

      (d)   in the case of Fitch, to Fitch Ratings Ltd., at Eldon House, 2
            Eldon Street, London EC2M 7UA (facsimile number 0207 417 6262) for
            the attention of European Structured Finance Surveillance;

      (e)   in the case of Moody's, to Moody's Investors Services, Inc., at
            1st Floor, 2 Minster Court, Mincing Lane, London EC3R 7XB
            (facsimile number 0207 772 5400) for the attention of the Head of
            Monitoring Group, Structured Finance;

      (f)   in the case of S&P, to Standard & Poor's Ratings Services, a
            division of The McGraw-Hill Companies, Inc., at Garden House, 18
            Finsbury Circus, London EC2M 7NJ (facsimile number 0207 826 3598)
            for the attention of Andre Vollmann;

      or to such other address or facsimile number or for the attention of
      such other person or entity as may from time to time be notified by any
      party or by any Rating Agency to the others by written notice in
      accordance with the provisions of this Clause 21. All notices served
      under this Agreement shall be simultaneously copied to the Note Trustee
      by the person serving the same.

22.   Third Party Rights

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

23.   Execution in Counterparts; Severability

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

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

24.   Governing Law and Jurisdiction; Appropriate Forum

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

24.2  Jurisdiction: Each of the parties hereto irrevocably agrees that the
      courts of England shall have jurisdiction to hear and determine any
      suit, action or proceeding, and to settle any disputes, which may arise
      out of or in connection with this Agreement and, for such purposes,
      irrevocably submits to the jurisdiction of such courts.



                                      22
<PAGE>

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

IN WITNESS WHEREOF the parties have caused this Agreement to be executed the
day and year first before written.



                                      23
<PAGE>

                                  SCHEDULE 1

                The Current Issuer Cash Management Services

The Current Issuer Cash Manager shall:

(a)   make the determinations as set forth in Schedule 2;

(b)   invest sums, if any, standing to the credit of the Current Issuer
      Transaction Accounts in short-term Authorised Investments as determined
      by the Current Issuer and, if applicable, the Note Trustee;

(c)   apply the Current Issuer Available Revenue Receipts and Current Issuer
      Available Principal Receipts in accordance with the relevant order of
      priority of payments for the Current Issuer set out in Schedule 2;

(d)   maintain the Current Issuer Principal Deficiency Ledger, and record (1)
      principal deficiencies arising from Losses on the Mortgage Loans which
      have been allocated by Funding to the Current Issuer Intercompany Loan,
      (2) the use of Current Issuer Principal Receipts to meet any deficiency
      in Current Issuer Revenue Receipts and (3) the use of Funding Available
      Principal Receipts to fund or replenish, as the case may be, the Current
      Issuer Liquidity Reserve Fund, if any, and (4) the application of
      Current Issuer Available Revenue Receipts to reduce the balances on the
      Current Issuer Principal Deficiency Ledger;

(e)   each time it records a debit on a Current Issuer Principal Deficiency
      Sub Ledger, also record on such Current Issuer Principal Deficiency Sub
      Ledger whether such debit was caused by (1) Losses on the Mortgage Loans
      which have been allocated by Funding to the Current Issuer Intercompany
      Loan, (2) the application of Current Issuer Principal Receipts to meet
      any deficiency in Current Issuer Revenue Receipts, and (3) the
      application of Funding Available Principal Receipts to fund or
      replenish, as the case may be, the Current Issuer Liquidity Reserve
      Fund, if any;

(f)   provide the Current Issuer, Funding, the Note Trustee (upon its request)
      and the Rating Agencies with quarterly reports in relation to the
      Current Issuer as set out in Schedule 3;

(g)   operate the Current Issuer Bank Accounts and ensure that payments are
      made into and from such account in accordance with this Agreement, the
      Current Issuer Deed of Charge, the Current Issuer Bank Account Agreement
      and any other relevant Current Issuer Transaction Document, PROVIDED
      HOWEVER THAT nothing herein shall require the Current Issuer Cash
      Manager to make funds available to the Current Issuer to enable such
      payments to be made other than as expressly required by the provisions
      of this Agreement;

(h)   keep records for all taxation purposes (including, without limitation
      VAT);

(i)   subject to any applicable law, assist the auditors of the Current Issuer
      and provide such information to them as they may reasonably request for
      the purpose of carrying out their duties as auditors;



                                      24
<PAGE>

(j)   make all returns and filings, give all notices and make all
      registrations and other notifications required in the day-to-day
      operation of the business of the Current Issuer or required to be given
      by the Current Issuer pursuant to the Current Issuer Transaction
      Documents;

(k)   arrange for all payments due to be made by the Current Issuer under any
      of the Current Issuer Transaction Documents, PROVIDED THAT such moneys
      are at the relevant time available to the Current Issuer and PROVIDED
      FURTHER that nothing herein shall constitute a guarantee by the Current
      Issuer Cash Manager of all or any of the obligations of the Current
      Issuer under any of the Current Issuer Transaction Documents;

(l)   without prejudice to the role of and in conjunction with the Current
      Issuer Corporate Services Provider under the Current Issuer Corporate
      Services Agreement, keep general books of account and records of the
      Current Issuer; provide accounting services, including reviewing
      receipts and payments, supervising and assisting in the preparation of
      interim statements and final accounts and supervising and assisting in
      the preparation of tax returns;

(m)   without prejudice to the role of and in conjunction with the Current
      Issuer Corporate Services Provider under the Current Issuer Corporate
      Services Agreement, provide or procure the provision of company
      secretarial and administration services to the Current Issuer including
      the keeping of all registers and the making of all returns and filings
      required by applicable law or by UK regulatory authorities, co-operate
      in the convening of board and general meetings and provide registered
      office facilities;

(n)   itself on behalf of the Current Issuer, PROVIDED THAT such monies are at
      the relevant time available to the Current Issuer, pay all the
      out-of-pocket expenses of the Current Issuer, incurred by the Current
      Issuer Cash Manager on behalf of the Current Issuer in the performance
      of the Current Issuer Cash Manager's duties hereunder including without
      limitation:

      (i)   all Taxes which may be due or payable by the Current Issuer;

      (ii)  all necessary filing and other fees in compliance with regulatory
            requirements;

      (iii) all legal and audit fees and other professional advisory fees; and

      (iv)  all communication expenses including postage, courier and
            telephone charges,

(o)   the Current Issuer Cash Manager may invest monies standing from time to
      time to the credit of the Current Issuer Transaction Accounts subject to
      the following provisions:

      (i)   any such Authorised Investment shall be made in the joint names of
            the Current Issuer and the Note Trustee;

      (ii)  any costs properly and reasonably incurred in making and changing
            Authorised Investments will be reimbursed to the Current Issuer
            Cash Manager and the Note Trustee by the Current Issuer;

      (iii) all income or proceeds following the disposal or maturity of
            Authorised Investments shall be credited to the Current Issuer
            Transaction Accounts



                                      25
<PAGE>

            from which moneys were withdrawn to make the relevant Authorised
            Investment; and

      (iv)  following the enforcement of the Current Issuer Security no such
            investment may be made without the prior written consent of the
            Note Trustee.

      The Note Trustee and the Current Issuer Cash Manager shall not be
      responsible (save where any loss results from the Note Trustee's or the
      Current Issuer Cash Manager's own fraud, wilful default or gross
      negligence or that of its officers or employees) for any loss occasioned
      by reason of any such Authorised Investments whether by depreciation in
      value or otherwise provided that such Authorised Investments were made
      in accordance with the above provisions;

(p)   (i)   if necessary, perform all currency conversions free of charge,
            cost or expense at the relevant exchange rate; and

      (ii)  if necessary, perform all interest rate conversions free of
            charge, cost or expense at the relevant interest swap rate.

      for the purposes of any calculations referred to in sub-paragraphs (i)
      and (ii) above, all percentages resulting from such calculations will be
      rounded, if necessary, to the nearest one hundred-thousandth of a
      percentage point (e.g. 9.876541% (or 0.09876541) being rounded down to
      9.87654% (or 0.0987654)) and (ii) any currency amounts used in or
      resulting from such calculations will be rounded in accordance with the
      relevant market practice;

(q)   arrange payment of all fees to the London Stock Exchange plc or, as
      applicable, the UK Listing Authority; and

(r)   provide services in relation to Swap Collateral (including, without
      limitation, in connection with the transfer, receipt, administration
      and/or holding of Swap Collateral, the making of calculations,
      determinations, communications or valuations, the opening and
      maintenance of the Swap Collateral Accounts and the Swap Collateral
      Ledger; and the entering into of Swap Collateral Ancillary Documents).



                                      26
<PAGE>

                                  SCHEDULE 2

                 Cash Management and Maintenance of Ledgers

1.    Determination

      (a)   On or before each Current Issuer Note Determination Date
            immediately preceding a Payment Date, the Current Issuer Cash
            Manager shall determine each of the following in accordance with
            this paragraph 1:

            (i)   the amount of any Current Issuer Available Revenue Receipts
                  to be applied on the following Payment Date in accordance
                  with the Current Issuer Pre-Enforcement Revenue Priority of
                  Payments set forth in paragraph 3 of this Schedule 2;

            (ii)  the amount of any Current Issuer Available Principal
                  Receipts to be applied on the following Payment Date in
                  accordance with the Current Issuer Pre-Enforcement Principal
                  Priority of Payments set forth in paragraph 4 of this
                  Schedule 2;

            (iii) whether there will be an excess or a deficit of the Current
                  Issuer Available Revenue Receipts to pay items (A) through
                  (P) of the Current Issuer Pre-Enforcement Revenue Priority
                  of Payments (after taking account of any Group 1 Shared
                  Issuer Revenue Receipts or Group 2 Shared Issuer Revenue
                  Receipts available therefor) as set forth in paragraph 3 of
                  this Schedule 2;

            (iv)  the various amounts, balances and rates to be calculated in
                  accordance with the Current Issuer Swap Agreements, and
                  shall promptly notify the Current Issuer, the Note Trustee
                  and each Calculation Agent (as defined in each Current
                  Issuer Swap Agreement) of such amounts, balances and rates;
                  and

            (v)   the Principal Amount Outstanding of the Current Issuer
                  Notes, the Pool Factor, and the Note Principal Payment of
                  the Current Issuer Notes in accordance with the Conditions.

      (b)   If the Current Issuer Cash Manager determines (as set forth in
            paragraph 1(a)(iii)) that there is a Current Issuer Income Deficit
            and the Current Issuer has provided for that deficit by the
            application of funds standing to the credit of the Current Issuer
            Principal Ledger, if any, then the Current Issuer Cash Manager
            shall make a corresponding debit entry in the relevant Current
            Issuer Principal Deficiency Sub Ledger, PROVIDED THAT the Current
            Issuer Cash Manager shall ensure that Current Issuer Principal
            Receipts are not used to pay interest on any class of Current
            Issuer Notes if and to the extent that would result in a
            deficiency being recorded, or an existing deficiency being
            increased, on a Current Issuer Principal Deficiency Sub Ledger
            relating to a higher ranking Class of Current Issuer Notes, and
            furthermore that Current Issuer Principal Receipts are not used to
            make up any deficit other than in respect of items (A) through
            (E), (G), (I) and (K) of the Current Issuer Pre-



                                      27
<PAGE>

            Enforcement Revenue Priority of Payments. The Current Issuer Cash
            Manager shall thereafter record as a debit on the Current Issuer
            Revenue Ledger the application by the Current Issuer of any excess
            Current Issuer Available Revenue Receipts to extinguish any
            balance on a Current Issuer Principal Deficiency Sub Ledger.

      (c)   The Current Issuer Cash Manager may make all the determinations
            referred to in paragraph 1(a) on the basis of any reasonable and
            proper assumptions as the Current Issuer Cash Manager considers
            appropriate (including without limitation as to the amount of any
            payments to be made under paragraph 3 below during the period from
            and including the Current Issuer Note Determination Date
            immediately preceding a Payment Date to but excluding such Payment
            Date).

            The Current Issuer Cash Manager shall notify the Current Issuer
            and the Note Trustee on request of any such other assumptions and
            shall take account of any representations made by the Current
            Issuer and the Note Trustee (as the case may be) in relation
            thereto.

      (d)   Each determination made in accordance with this paragraph 1 shall
            (in the absence of bad faith, wilful default, negligence and
            manifest error) be final and binding on all persons.

2.    Notification of Determinations

      (a)   The Current Issuer Cash Manager will cause each determination of
            Current Issuer Available Principal Receipts and Current Issuer
            Available Revenue Receipts (in accordance with paragraph 1(a)(i)
            and (ii)) and any Current Issuer Income Deficit (in accordance
            with paragraph 1(a)(iii)) to be notified forthwith, following the
            calculation thereof, to the Current Issuer.

      (b)   The Current Issuer Cash Manager shall procure that the
            determinations and notifications required to be made pursuant to
            Condition 5(C) of the Conditions are made.

3.    Priority of Payments for Current Issuer Available Revenue Receipts

      Current Issuer Available Revenue Receipts will be applied, as
      applicable:

      (a)   on each Payment Date; or

      (b)   on each day when due in respect of amounts due to third parties
            pursuant to paragraph (C) below,

      in each case prior to the enforcement of the Current Issuer Security
      pursuant to the Current Issuer Deed of Charge or until such time as
      there are no Current Issuer Secured Obligations outstanding, in making
      such payments and provisions in the following order of priority (in each
      case only if and to the extent that payments or provisions of a higher
      priority have been made in full) (the "Current Issuer Pre-Enforcement
      Revenue Priority of Payments"):



                                      28
<PAGE>

      (A)   first, to pay amounts due to the Note Trustee, together with
            interest and (to the extent not already inclusive) VAT on those
            amounts, and to provide for any amounts due or to become due
            during the following Interest Period to the Note Trustee under the
            Current Issuer Trust Deed, the Current Issuer Deed of Charge or
            any other Transaction Document;

      (B)   second, in no order of priority among them but in proportion to
            the respective amounts due, to pay amounts due to the Agent Bank,
            the Paying Agents, the Transfer Agent and the Registrar, together
            with interest and (to the extent not already inclusive) VAT on
            those amounts, and to provide for any costs, charges, liabilities
            and expenses due or to become due during the following Interest
            Period to the Agent Bank, the Paying Agents, the Transfer Agent
            and the Registrar under the Current Issuer Paying Agent and Agent
            Bank Agreement;

      (C)   third, to pay amounts due to any third party creditors of the
            Current Issuer (other than those referred to later in this order
            of priority of payments or in the Current Issuer Pre-Enforcement
            Principal Priority of Payments), of which the Current Issuer Cash
            Manager has notice prior to the relevant Payment Date, which
            amounts have been incurred without breach by the Current Issuer of
            the Transaction Documents to which it is a party and for which
            payment has not been provided for elsewhere and to provide for any
            such amounts expected to become due and payable during the
            following Interest Period by the Current Issuer and to pay or
            discharge any liability of the Current Issuer for corporation tax
            on any chargeable income or gain of the Current Issuer;

      (D)   fourth, in no order of priority among them but in proportion to
            the respective amounts due, to pay amounts due to the Current
            Issuer Cash Manager under the Current Issuer Cash Management
            Agreement, the Current Issuer Corporate Services Provider under
            the Current Issuer Corporate Services Agreement and the Current
            Issuer Account Bank under the Current Issuer Bank Account
            Agreement together with (to the extent not already inclusive) VAT
            on those amounts, and to provide for any amounts due, or to become
            due in the immediately succeeding Interest Period, to the Current
            Issuer Cash Manager under the Current Issuer Cash Management
            Agreement, to the Current Issuer Corporate Services Provider under
            the Current Issuer Corporate Services Agreement and to the Current
            Issuer Account Bank under the Current Issuer Bank Account
            Agreement;

      (E)   fifth, in no order of priority among them but in proportion to the
            respective amounts due, to pay:

            (1)   amounts (including such part of any termination payment) due
                  to the Current Issuer Basis Rate Swap Provider (except for
                  any termination payment or any part thereof due and payable
                  to the Current Issuer Basis Rate Swap Provider as a result
                  of a Basis Rate Swap Provider Default, save to the extent
                  such termination payment may be satisfied by any Swap
                  Replacement Payment received by the Current Issuer following
                  a Downgrade Termination Event and applied in accordance with
                  this order of priority of payments);



                                      29
<PAGE>

            (2)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 1 Class A1 Dollar
                  Currency Swap Provider under the Series 1 Class A1 Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 1 Class A1
                  Dollar Currency Swap Provider to pay on such Interest
                  Payment Date interest due or overdue on the Series 1 Class
                  A1 Notes to holders of the Series 1 Class A1 Notes; and

            (3)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 1 Class A2 Dollar
                  Currency Swap Provider under the Series 1 Class A2 Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 1 Class A2
                  Dollar Currency Swap Provider to pay on such Interest
                  Payment Date interest due or overdue on the Series 1 Class
                  A2 Notes to holders of the Series 1 Class A2 Notes;

            (4)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 2 Class A1 Dollar
                  Currency Swap Provider under the Series 2 Class A1 Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent that such termination
                  payment may be satisfied by any Swap Replacement Payment
                  received by the Current Issuer following a Downgrade
                  Termination Event and applied in accordance with this order
                  of priority of payments) and from amounts received on each
                  Interest Payment Date in respect of interest from the Series
                  2 Class A1 Dollar Currency Swap Provider to pay on such
                  Interest Payment Date interest due or overdue on the Series
                  2 Class A1 Notes;

            (5)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 2 Class A2 Euro
                  Currency Swap Provider under the Series 2 Class A2 Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event and
                  applied in



                                      30
<PAGE>

                  accordance with this order of priority of payments) and from
                  amounts received on each Interest Payment Date in respect of
                  interest from the Series 2 Class A2 Euro Currency Swap
                  Provider to pay on such Interest Payment Date interest due
                  or overdue on the Series 2 Class A2 Notes to the holders of
                  the Series 2 Class A2 Notes; and

            (6)   amounts due to pay on each Interest Payment Date interest
                  due or overdue on the Series 3 Class A Notes to the holders
                  of the Series 3 Class A Notes;

      (F)   sixth, towards a credit to the Class A Principal Deficiency Sub
            Ledger in an amount up to the amount necessary to eliminate any
            debit on the Class A Principal Deficiency Sub Ledger;

      (G)   seventh, in no order of priority among them but in proportion to
            the respective amounts due, to pay:

            (1)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 1 Class B Dollar
                  Currency Swap Provider under the Series 1 Class B Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 1 Class B Dollar
                  Currency Swap Provider to pay on such Interest Payment Date
                  interest due or overdue on the Series 1 Class B Notes to the
                  holders of the Series 1 Class B Notes;

            (2)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 2 Class B Euro
                  Currency Swap Provider under the Series 2 Class B Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event and
                  applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 2 Class B Euro
                  Currency Swap Provider to pay on such Interest Payment Date
                  interest due or overdue on the Series 2 Class B Notes to the
                  holders of the Series 2 Class B Notes; and

            (3)   amounts due to pay on each Interest Payment Date interest
                  due or overdue on the Series 3 Class B Notes to the holders
                  of the Series 3 Class B Notes.



                                      31
<PAGE>

      (H)   eighth, towards a credit to the Class B Principal Deficiency Sub
            Ledger in an amount up to the amount necessary to eliminate any
            debit on the Class B Principal Deficiency Sub Ledger;

      (I)   ninth, in no order or priority among them but in proportion to the
            respective amounts due, to pay:

            (1)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 1 Class M Dollar
                  Currency Swap Provider under the Series 1 Class M Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any swap replacement payment received by
                  the Current Issuer following a Downgrade Termination Event
                  in respect of the Series 1 Class M Dollar Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 1 Class M Dollar
                  Currency Swap Provider to pay on such Interest Payment Date
                  interest due or overdue on the Series 1 Class M Notes to the
                  holders of the Series 1 Class M Notes;

            (2)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 2 Class M Euro
                  Currency Swap Provider under the Series 2 Class M Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event in
                  respect of the Series 2 Class M Euro Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 2 Class M Euro
                  Currency Swap Provider to pay on such Interest Payment Date
                  interest due or overdue on the Series 2 Class M Notes to the
                  holders of the Series 2 Class M Notes; and

            (3)   amounts due to pay on each Interest Payment Date interest
                  due or overdue on the Series 3 Class M Notes to the holders
                  of the Series 3 Class M Notes;

      (J)   tenth, to credit to the Class M Principal Deficiency Sub Ledger in
            an amount up to the amount necessary to eliminate any debit on
            that ledger;

      (K)   eleventh, in no order of priority among them but in proportion to
            the respective amounts due, to pay:

            (1)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 1 Class C Dollar
                  Currency Swap Provider under the Series 1 Class C Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap



                                      32
<PAGE>

                  Provider as a result of a Dollar Currency Swap Provider
                  Default by that Swap Provider, save to the extent such
                  termination payment may be satisfied by any Swap Replacement
                  Payment received by the Current Issuer following a Downgrade
                  Termination Event and applied in accordance with this order
                  of priority of payments) and from amounts received on each
                  Interest Payment Date in respect of interest from the Series
                  1 Class C Dollar Currency Swap Provider to pay on such
                  Interest Payment Date interest due or overdue on the Series
                  1 Class C Notes to the holders of the Series 1 Class C
                  Notes;

            (2)   amounts due in respect of interest and such part of any
                  termination payment due to the Series 2 Class C Euro
                  Currency Swap Provider under the Series 2 Class C Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event and
                  applied in accordance with this order of priority of
                  payments) and from amounts received on each Interest Payment
                  Date in respect of interest from the Series 2 Class C Euro
                  Currency Swap Provider to pay on such Interest Payment Date
                  interest due or overdue on the Series 2 Class C Notes to the
                  holders of the Series 2 Class C Notes; and

            (3)   amounts due to pay on each Interest Payment Date interest
                  due or overdue on the Series 3 Class C Notes to the holders
                  of the Series 3 Class C Notes;

      (L)   twelfth, to credit the Class C Principal Deficiency Sub Ledger in
            an amount up to the amount necessary to eliminate any debit on the
            Class C Principal Deficiency Sub Ledger;

      (M)   thirteenth, on the Payment Date falling in December of each year,
            to pay to the Current Issuer Cash Manager an amount equal to the
            amount of any debit balance on any Current Issuer Transaction
            Account as permitted by the Current Issuer Cash Manager, incurred
            in accordance with the provisions of the Current Issuer
            Transaction Documents and outstanding as at such Payment Date;

      (N)   fourteenth, in no order of priority among them but in proportion
            to the respective amounts due, to pay any termination payment to:

            (1)   the Current  Issuer Basis Rate Swap  Provider  following a
                  Basis Rate Swap Provider Default;

            (2)   any Dollar Currency Swap Provider following a Dollar
                  Currency Swap Provider Default; and

            (3)   any Euro Currency Swap Provider following a Euro Currency
                  Swap Provider Default;



                                      33
<PAGE>

      (O)   fifteenth, to pay to the Current Issuer an amount equal to 0.01%
            per annum of the interest received under the Current Issuer
            Intercompany Loan, to be retained by the Current Issuer as profit,
            less corporation tax in respect of those profits provided for or
            paid at item (C) above; and

      (P)   last, to pay to shareholders of the Current Issuer any dividend
            declared by the Current Issuer.

      If any Swap Collateral Available Revenue Amounts are received by the
      Current Issuer on a Payment Date, such Swap Collateral Available Revenue
      Amounts shall be applied by the Current Issuer Cash Manager on that
      Payment Date in the same manner as it would have applied the receipts
      which such Swap Collateral Available Revenue Amounts replace.

      If, on any Payment Date, an amount equal to the cash benefit relating to
      any Tax Credit obtained by the Current Issuer is required to be paid by
      the Current Issuer to any Current Issuer Swap Provider (in accordance
      with Part 5(o) of the Schedule to the relevant Current Issuer Swap
      Agreement), then the Current Issuer shall make such payment on such
      Payment Date out of the Current Issuer Available Revenue Receipts in
      priority to the payments and provisions to be made on such Payment Date
      in accordance with the Current Issuer Pre-Enforcement Revenue Priority
      of Payments. The amount of any such cash benefit paid to the relevant
      Current Issuer Swap Provider in accordance with this paragraph shall, to
      avoid double counting, be deducted from the amount to be paid to that
      Current Issuer Swap Provider under the relevant Current Issuer Swap
      Agreement in accordance with the Current Issuer Pre-Enforcement Revenue
      Priority of Payments on the relevant Payment Date.

4.    Priority of Payments for Current Issuer Available Principal Receipts

4.1   Distribution of Current Issuer Available  Principal  Receipts Prior to
      Enforcement of the Current Issuer Security

      Prior to enforcement of the Current Issuer Security pursuant to the
      Current Issuer Deed of Charge and/or the occurrence of a Trigger Event,
      or until such time as there are no Current Issuer Notes outstanding,
      Current Issuer Available Principal Receipts will be applied in the
      following order of priority (the "Current Issuer Pre-Enforcement
      Principal Priority of Payments"):

      (A)   first, amounts due in respect of principal and such part of any
            termination payment due to the Series 1 Class A1 Dollar Currency
            Swap Provider under the Series 1 Class A1 Dollar Currency Swap
            (except for any termination payment or any part thereof due and
            payable to that Swap Provider as a result of a Dollar Currency
            Swap Provider Default by that Swap Provider, save to the extent
            such termination payment may be satisfied by any Swap Replacement
            Payment received by the Current Issuer following a Downgrade
            Termination Event and applied in accordance with this order of
            priority of payments) and from amounts received in respect of
            principal from the Series 1 Class A1 Dollar Currency Swap Provider
            to pay up to the Series 1 Class A1 Controlled Amortisation Amount
            to the holders of the Series 1 Class A1 Notes;



                                      34
<PAGE>

      (B)   second, amounts due in respect of principal and such part of any
            termination payment due to the Series 1 Class A2 Dollar Currency
            Swap Provider under the Series 1 Class A2 Dollar Currency Swap
            (except for any termination payment or any part thereof due and
            payable to that Swap Provider as a result of a Dollar Currency
            Swap Provider Default by that Swap Provider, save to the extent
            such termination payment may be satisfied by any Swap Replacement
            Payment received by the Current Issuer following a Downgrade
            Termination Event and applied in accordance with this order of
            priority of payments) and from amounts received in respect of
            principal from the Series 1 Class A2 Dollar Currency Swap Provider
            to pay up to the Series 1 Class A2 Controlled Amortisation Amount
            to the holders of the Series 1 Class A2 Notes;

      (C)   third, in no order of priority between them but in proportion to
            the amounts due, to pay:

            (1)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 2 Class A1 Dollar
                  Currency Swap Provider under the Series 2 Class A1 Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) and from amounts received in respect of principal
                  from the Series 2 Class A1 Dollar Currency Swap Provider to
                  pay up to the Series 2 Class A1 Controlled Amortisation
                  Amount to the holders of the Series 2 Class A1 Notes;

            (2)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 2 Class A2 Euro
                  Currency Swap Provider under the Series 2 Class A2 Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event and
                  applied in accordance with this order of priority of
                  payments) and from amounts received in respect of principal
                  from the Series 2 Class A2 Euro Currency Swap Provider to
                  pay up to the Series 2 Class A2 Controlled Amortisation
                  Amount to the holders of the Series 2 Class A2 Notes; and

            (3)   to pay up to the Series 3 Class A Controlled Amortisation
                  Amount to the holders of the Series 3 Class A Notes;

      (D)   fourth, provided that the Issuer Reserve Requirement, the Issuer
            Arrears Test and the Subordinated Principal Test are satisfied on
            such Payment Date (or, if any of the Issuer Reserve Requirement,
            the Issuer Arrears Test and the Subordinated Principal Test are
            not satisfied on such Payment Date, but the



                                      35
<PAGE>

            Class A Notes have been repaid in full) no order of priority among
            them but in proportion to the respective amounts due, to pay:

            (1)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 1 Class B Dollar
                  Currency Swap Provider under the Series 1 Class B Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  in respect of the Series 1 Class B Dollar Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received in respect of principal
                  from the Series 1 Class B Dollar Currency Swap Provider to
                  pay up to the Series 1 Class B Controlled Amortization
                  Amount to the holders of the Series 1 Class B Notes;

            (2)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 2 Class B Euro
                  Currency Swap Provider under the Series 2 Class B Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event in
                  respect of the Series 2 Class B Euro Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received in respect of principal
                  from the Series 2 Class B Euro Currency Swap Provider to pay
                  up to the Series 2 Class B Controlled Amortization Amount to
                  the holders of the Series 2 Class B Notes; and

            (3)   up to the Series 3 Class B Controlled Amortization Amount to
                  the holders of the Series 3 Class B Notes;

      (E)   fifth, provided that the Issuer Reserve Requirement, the Issuer
            Arrears Test and the Subordinated Principal Test are satisfied on
            such Payment Date (or, if any of the Issuer Reserve Requirement,
            the Issuer Arrears Test and the Subordinated Principal Test are
            not satisfied on such Payment Date, but the Class A Notes have
            been repaid in full), in no order of priority among them but in
            proportion to the respective amounts due, to pay:

            (1)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 1 Class M Dollar
                  Currency Swap Provider under the Series 1 Class M Dollar
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  in respect of the Series 1 Class M Dollar Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received in



                                      36
<PAGE>

                  respect of principal from the Series 1 Class M Dollar
                  Currency Swap Provider to pay up to the Series 1 Class M
                  Controlled Amortization Amount to the holders of the Series
                  1 Class M Notes;

            (2)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 2 Class M Euro
                  Currency Swap Provider under the Series 2 Class M Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event in
                  respect of the Series 2 Class M Euro Currency Swap and
                  applied in accordance with this order of priority of
                  payments) and from amounts received in respect of principal
                  from the Series 2 Class M Euro Currency Swap Provider to pay
                  up to the Series 2 Class M Controlled Amortization Amount to
                  the holders of the Series 2 Class M Notes; and

            (3)   up to the Series 3 Class M Controlled Amortization Amount to
                  the holders of the Series 3 Class M Notes; and

      (F)   last, provided that the Issuer Reserve Requirement, the Issuer
            Arrears Test and the Subordinated Principal Test are satisfied on
            such Payment Date (or, if any of the Issuer Reserve Requirement,
            the Issuer Arrears Test and the Subordinated Principal Test are
            not satisfied on such Payment Date, but the Class A Notes have
            been repaid in full) in no order of priority among them but in
            proportion to the respective amounts due, to pay:

            (1)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 1 Class C Dollar
                  Currency Swap Provider (except for any termination payment
                  or any part thereof due and payable to that Swap Provider as
                  a result of a Dollar Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) under the Series 1 Class C Dollar Currency Swap
                  and from amounts received in respect of principal from the
                  Series 1 Class C Dollar Currency Swap Provider to pay up to
                  the Series 1 Class C Controlled Amortisation Amount to the
                  holders of the Series 1 Class C Notes;

            (2)   amounts due in respect of principal and such part of any
                  termination payment due to the Series 2 Class C Euro
                  Currency Swap Provider under the Series 2 Class C Euro
                  Currency Swap (except for any termination payment or any
                  part thereof due and payable to that Swap Provider as a
                  result of a Euro Currency Swap Provider Default by that Swap
                  Provider, save to the extent such termination payment may be
                  satisfied by any Swap Replacement Payment received by the
                  Current Issuer following a Downgrade Termination Event and
                  applied in accordance with this order of priority of
                  payments) and from amounts



                                      37
<PAGE>

                  received in respect of principal from the Series 2 Class C
                  Euro Currency Swap Provider to pay up to the Series 2 Class
                  C Controlled Amortisation Amount to the holders of the
                  Series 2 Class C Notes; and

            (3)   up to the Series 3 Class C Controlled Amortisation Amount to
                  the holders of the Series 3 Class C Notes.

      The Controlled Amortisation Amount of each class of Current Issuer Notes
      for each Payment Date is as set forth on Schedule 4.

      If any Swap Collateral Available Principal Amounts are received by the
      Current Issuer on a Payment Date, such Swap Collateral Available
      Principal Amounts shall be applied by the Current Issuer Cash Manager on
      that Payment Date in the same manner as it would have applied the
      receipts which such Swap Collateral Available Principal Amounts replace.

4.2   Distribution of Current Issuer Available Principal Receipts Following
      the Occurrence of a Non-Asset Trigger Event and prior to the occurrence
      of an Asset Trigger Event

      Following the occurrence of a Non-Asset Trigger Event and prior to the
      occurrence of an Asset Trigger Event but prior to enforcement of the
      Funding Security under the Funding Deed of Charge and/or the Current
      Issuer Security under the Current Issuer Deed of Charge, the Current
      Issuer Cash Manager will apply Current Issuer Available Principal
      Receipts in the following order of priority:

      (A)   first, to pay amounts (including such part of any termination
            payment) due to the Series 1 Class A1 Dollar Currency Swap
            Provider under the Series 1 Class A1 Dollar Currency Swap (except
            for any termination payment or any part thereof due and payable to
            that Swap Provider as a result of a Dollar Currency Swap Provider
            Default by that Swap Provider, save to the extent such termination
            payment may be satisfied by any Swap Replacement Payment received
            by the Current Issuer following a Downgrade Termination Event and
            applied in accordance with this order of priority of payments) and
            from amounts received from the Series 1 Class A1 Dollar Currency
            Swap Provider to repay the Series 1 Class A1 Notes until the
            Series 1 Class A1 Notes have been repaid in full;

      (B)   second, to pay amounts (including such part of any termination
            payment) due to the Series 1 Class A2 Dollar Currency Swap
            Provider under the Series 1 Class A2 Dollar Currency Swap (except
            for any termination payment or any part thereof due and payable to
            that Swap Provider as a result of a Dollar Currency Swap Provider
            Default by that Swap Provider, save to the extent such termination
            payment may be satisfied by any Swap Replacement Payment received
            by the Current Issuer following a Downgrade Termination Event and
            applied in accordance with this order of priority of payments) and
            from amounts received from the Series 1 Class A2 Dollar Currency
            Swap Provider to repay the Series 1 Class A2 Notes until the
            Series 1 Class A2 Notes have been repaid in full;



                                      38
<PAGE>

      (C)   third, in no order of priority between them but in proportion to
            the amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class A1 Dollar Currency Swap
                  Provider under the Series 2 Class A1 Dollar Currency Swap
                  (except for any termination payment or any part thereof due
                  and payable to that Swap Provider as a result of a Dollar
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class A1 Dollar Currency
                  Swap Provider to repay the Series 2 Class A1 Notes until the
                  Series 2 Class A1 Notes have been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class A2 Euro Currency Swap
                  Provider under the Series 2 Class A2 Euro Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class A2 Euro Currency
                  Swap Provider to repay the Series 2 Class A2 Notes until the
                  Series 2 Class A2 Notes have been repaid in full; and

            (3)   to repay the Series 3 Class A Notes until the Series 3 Class
                  A Notes have been repaid in full;

      (D)   fourth, in no order of priority among them, but in proportion to
            the amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class B Dollar Currency Swap
                  Provider under the Series 1 Class B Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer following a Downgrade Termination Event and applied
                  in accordance with this order of priority of payments) and
                  from amounts received from the Series 1 Class B Dollar
                  Currency Swap Provider to repay the Series 1 Class B Notes
                  until the Series 1 Class B Notes have been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class B Euro Currency Swap
                  Provider under the Series 2 Class B Euro Currency Swap
                  (except for any termination payment or



                                      39
<PAGE>

                  any amount thereof due and payable to that Swap Provider as
                  a result of a Euro Currency Swap Provider Default by that
                  Swap Provider, save to the extent such termination payment
                  may be satisfied by any Swap Replacement Payment received by
                  the Current Issuer following a Downgrade Termination Event
                  and applied in accordance with this order of priority of
                  payments) and from amounts received from the Series 2 Class
                  B Euro Currency Swap Provider to repay the Series 2 Class B
                  Notes until the Series 2 Class B Notes have been repaid in
                  full; and

            (3)   to repay the Series 3 Class B Notes until the Series 3 Class
                  B Notes have been repaid in full;

      (E)   fifth, in no order of priority among them, but in proportion to
            the amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class M Dollar Currency Swap
                  Provider under the Series 1 Class M Dollar Currency Swap
                  (except for any termination payment or any part thereof due
                  and payable to that Swap Provider, as a result of a Dollar
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment, received by the Current Issuer
                  following a Downgrade Termination Event in respect of the
                  Series 1 Class M Dollar Currency Swap and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 1 Class M Dollar Currency
                  Swap Provider to repay the Series 1 Class M Notes until the
                  Series 1 Class M Notes have been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class M Euro Currency Swap
                  Provider under the Series 2 Class M Euro Currency Swap
                  (except for any termination payment or any part thereof due
                  and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event in respect of the
                  Series 2 Class M Euro Currency Swap and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class M Euro Currency
                  Swap Provider to repay the Series 2 Class M Notes until the
                  Series 2 Class M Notes have been repaid in full; and

            (3)   to repay the Series 3 Class M Notes until the Series 3 Class
                  M Notes have been repaid in full; and

      (F)   last, in no order of priority among them, but in proportion to the
            amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class C Dollar Currency Swap
                  Provider under the Series 1 Class C Dollar Currency Swap
                  (except for any termination



                                      40
<PAGE>

                  payment or any amount thereof due and payable to that Swap
                  Provider as a result of a Dollar Currency Swap Provider
                  Default by that Swap Provider, save to the extent such
                  termination payment may be satisfied by any Swap Replacement
                  Payment received by the Current Issuer following a Downgrade
                  Termination Event and applied in accordance with this order
                  of priority of payments) and from amounts received from the
                  Series 1 Class C Dollar Currency Swap Provider to repay the
                  Series 1 Class C Notes until the Series 1 Class C Notes have
                  been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class C Euro Currency Swap
                  Provider under the Series 2 Class C Euro Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class C Euro Currency
                  Swap Provider to repay the Series 2 Class C Notes until the
                  Series 2 Class C Notes have been repaid in full; and

            (3)   to repay the Series 3 Class C Notes until the Series 3 Class
                  C Notes have been repaid in full.

      If any Swap Collateral Available Principal Amounts are received by the
      Current Issuer on a Payment Date, such Swap Collateral Available
      Principal Amounts shall be applied by the Current Issuer Cash Manager on
      that Payment Date in the same manner as it would have applied the
      receipts which such Swap Collateral Available Principal Amounts replace.

4.3   Distribution of Current Issuer Available Principal Receipts Following
      the Occurrence of an Asset Trigger Event

      Following the occurrence of an Asset Trigger Event but prior to
      enforcement of the Funding Security under the Funding Deed of Charge
      and/or the Current Issuer Security under the Current Issuer Deed of
      Charge, the Current Issuer Cash Manager will apply Current Issuer
      Available Principal Receipts in the following order of priority:

      (A)   first, in no order of priority among them, but in proportion to
            the amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class A1 Dollar Currency Swap
                  Provider under the Series 1 Class A1 Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer



                                      41
<PAGE>

                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 1 Class A1 Dollar Currency
                  Swap Provider to repay the Series 1 Class A1 Notes until the
                  Series 1 Class A1 Notes have been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class A2 Dollar Currency Swap
                  Provider under the Series 1 Class A2 Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer following a Downgrade Termination Event and applied
                  in accordance with this order of priority of payments) and
                  from amounts received from the Series 1 Class A2 Dollar
                  Currency Swap Provider to repay the Series 1 Class A2 Notes
                  until the Series 1 Class A2 Notes have been repaid in full;

            (3)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class A1 Dollar Currency Swap
                  Provider under the Series 2 Class A1 Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer following a Downgrade Termination Event and applied
                  in accordance with this order of priority of payments) and
                  from amounts received from the Series 2 Class A1 Dollar
                  Currency Swap Provider to repay the Series 2 Class A1 Notes
                  until the Series 2 Class A1 Notes have been repaid in full;

            (4)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class A2 Euro Currency Swap
                  Provider under the Series 2 Class A2 Euro Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class A2 Euro Currency
                  Swap Provider to repay the Series 2 Class A2 Notes until the
                  Series 2 Class A2 Notes have been repaid in full; and

            (5)   to repay the Series 3 Class A Notes until the Series 3 Class
                  A Notes have been repaid in full;

      (B)   second, in no order of priority among them, but in proportion to
            the amounts due:



                                      42
<PAGE>

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class B Dollar Currency Swap
                  Provider under the Series 1 Class B Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer following a Downgrade Termination Event and applied
                  in accordance with this order of priority of payments) and
                  from amounts received from the Series 1 Class B Dollar
                  Currency Swap Provider to repay the Series 1 Class B Notes
                  until the Series 1 Class B Notes have been repaid in full;
                  and

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class B Euro Currency Swap
                  Provider under the Series 2 Class B Euro Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class B Euro Currency
                  Swap Provider to repay the Series 2 Class B Notes until the
                  Series 2 Class B Notes have been repaid in full; and

            (3)   to repay the Series 3 Class B Notes until the Series 3 Class
                  B Notes have been repaid in full;

      (C)   third, in no order of priority among them, but in proportion to
            the amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class M Dollar Currency Swap
                  Provider under the Series 1 Class M Dollar Currency Swap
                  (except for any termination payment or any part thereof due
                  and payable to that Swap Provider as a result of a Dollar
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event in respect of the
                  Series 1 Class M Dollar Currency Swap and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 1 Class M Dollar Currency
                  Swap Provider to repay the Series 1 Class M Notes until the
                  Series 1 Class M Notes have been repaid in full; and

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class M Euro Currency Swap
                  Provider under the Series 2 Class M Euro Currency Swap
                  (except for any termination payment or any part thereof due
                  and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to



                                      43
<PAGE>

                  the extent such termination payment may be satisfied by any
                  Swap Replacement Payment received by the Issuer following a
                  Downgrade Termination Event in respect of the Series 2 Class
                  M Euro Currency Swap and applied in accordance with this
                  order of priority of payments) and from amounts received
                  from the Series 2 Class M Euro Currency Swap Provider to
                  repay the Series 2 Class M Notes until the Series 2 Class M
                  Notes have been repaid in full; and

            (3)   to repay the Series 3 Class M Notes until the Series 3 Class
                  M Notes have been repaid in full; and

      (D)   last, in no order of priority among them, but in proportion to the
            amounts due:

            (1)   to pay amounts (including such part of any termination
                  payment) due to the Series 1 Class C Dollar Currency Swap
                  Provider under the Series 1 Class C Dollar Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a
                  Dollar Currency Swap Provider Default by that Swap Provider,
                  save to the extent such termination payment may be satisfied
                  by any Swap Replacement Payment received by the Current
                  Issuer following a Downgrade Termination Event and applied
                  in accordance with this order of priority of payments) and
                  from amounts received from the Series 1 Class C Dollar
                  Currency Swap Provider to repay the Series 1 Class C Notes
                  until the Series 1 Class C Notes have been repaid in full;

            (2)   to pay amounts (including such part of any termination
                  payment) due to the Series 2 Class C Euro Currency Swap
                  Provider under the Series 2 Class C Euro Currency Swap
                  (except for any termination payment or any amount thereof
                  due and payable to that Swap Provider as a result of a Euro
                  Currency Swap Provider Default by that Swap Provider, save
                  to the extent such termination payment may be satisfied by
                  any Swap Replacement Payment received by the Current Issuer
                  following a Downgrade Termination Event and applied in
                  accordance with this order of priority of payments) and from
                  amounts received from the Series 2 Class C Euro Currency
                  Swap Provider to repay the Series 2 Class C Notes until the
                  Series 2 Class C Notes have been repaid in full; and

            (3)   to repay the Series 3 Class C Notes until the Series 3 Class
                  C Notes have been repaid in full.

      If any Swap Collateral Available Principal Amounts are received by the
      Current Issuer on a Payment Date, such Swap Collateral Available
      Principal Amounts shall be applied by the Current Issuer Cash Manager on
      that Payment Date in the same manner as it would have applied the
      receipts which such Swap Collateral Available Principal Amounts replace.

5.    Use of Ledgers



                                      44
<PAGE>

      The Current Issuer Cash Manager shall forthwith record monies received
      or payments made by it on behalf of the Current Issuer in the ledgers in
      the manner set out in this Agreement. If, at any time, the Current
      Issuer Cash Manager is in any doubt as to which ledger a particular
      amount should be credited or debited, it shall consult with the Note
      Trustee thereon.

      Except in the case of the Current Issuer Principal Deficiency Ledger and
      except as provided in Clause 2.4.(b) of the Current Issuer Bank Account
      Agreement, a debit item shall only be made in respect of any of the
      Current Issuer Ledgers, and the corresponding payment or transfer (if
      any) may only be made from the Current Issuer Transaction Accounts, to
      the extent that such entry does not cause the relevant ledger to have a
      debit balance. In the case of the Current Issuer Principal Deficiency
      Ledger and each Current Issuer Principal Deficiency Sub Ledger, a credit
      item shall only be made to the extent that such entry does not cause
      such ledger to have a credit balance.

6.    Current Issuer Revenue Ledger

      The Current Issuer Cash Manager shall ensure that:

      (a)   the following amounts shall be credited to the Current Issuer
            Revenue Ledger:

            (i)   all interest fees and any other amount (not including
                  principal), if any, paid by Funding to the Current Issuer
                  under the terms of the Current Issuer Intercompany Loan;

            (ii)  all interest received by the Current Issuer in respect of
                  the Current Issuer Bank Accounts;

            (iii) all amounts received by the Current Issuer representing
                  income on any Current Issuer Authorised Investments;

            (iv)  all amounts (including any early termination payment which
                  is to be used to acquire, if necessary, a new basis rate
                  swap) received by the Current Issuer under the Basis Rate
                  Swap Agreement;

            (v)   all revenue amounts (including any early termination payment
                  which is to be used to acquire, if necessary, a new currency
                  swap) received by the Current Issuer under the Currency Swap
                  Agreements;

            (vi)  all revenue amounts (including any early termination payment
                  which is to be used to acquire, if necessary, a new interest
                  rate swap) received by the Current Issuer under the Current
                  Issuer Series 3 Class A Interest Rate Swap Agreement; and

            (vii) any amount debited to the Current Issuer Principal Ledger
                  under paragraph 8; and

      (b)   any payment or provision made under paragraphs 1 and 3 of this
            Schedule 2 shall be debited to the Current Issuer Revenue Ledger.



                                      45
<PAGE>

7.    Current Issuer Principal Ledger

      Without prejudice to paragraph 8 below, the Current Issuer Cash Manager
      shall ensure that:

      (a)   the following amounts shall be credited to the Current Issuer
            Principal Ledger:

            (i)   all principal paid by Funding to the Current Issuer under
                  the terms of the Current Issuer Intercompany Loan;

            (ii)  amounts credited to the Current Issuer Principal Deficiency
                  Ledger under paragraphs 3 and 8 (excluding amounts credited
                  to the Current Issuer Principal Deficiency Ledger under
                  paragraph 8(d)); and

      (b)   any payment or provision made under paragraph 4 of this Schedule 2
            shall be debited to the Current Issuer Principal Ledger.

8.    Current Issuer Principal Deficiency Ledger

      (a)   Without prejudice to paragraph 7, the Current Issuer Cash Manager
            shall ensure that there shall be debited to the Current Issuer
            Principal Deficiency Ledger:

            (i)   principal deficiencies arising from Losses on the Mortgage
                  Loans which have been allocated by Funding to the Current
                  Issuer Intercompany Loan;

            (ii)  the use of Current Issuer Available Principal Receipts to
                  meet any deficiency in Current Issuer Available Revenue
                  Receipts; and

            (iii) the use of Funding Available Principal Receipts to fund the
                  Current Issuer Liquidity Reserve Fund, if any.

      (b)   The Current Issuer Cash Manager shall ensure that there shall be
            credited to the Current Issuer Principal Deficiency Ledger any
            amount to be credited in accordance with paragraph 3 above.

      (c)   Amounts to be debited to the Current Issuer Principal Deficiency
            Ledger shall be debited in the following order:

            (i)   first, on the Class C Principal Deficiency Sub Ledger, until
                  the balance of the Class C Principal Deficiency Sub Ledger
                  is equal to the aggregate Outstanding Principal Balance of
                  the Class C Notes;

            (ii)  Second, on the Class B Principal Deficiency Sub Ledger,
                  until the balance of the Class B Principal Deficiency Sub
                  Ledger is equal to the aggregate Outstanding Principal
                  Balance of the Class B Notes; and

            (iii) last, on the Class A Principal Deficiency Sub Ledger, at
                  which point an Asset Trigger Event will have occurred.



                                      46
<PAGE>

      (d)   The Current Issuer Cash Manager shall ensure that there shall be
            credited to the Current Issuer Principal Deficiency Ledger amounts
            to be credited to cure the deficiencies set out below and each
            time such a credit is made, the Current Issuer shall deemed to
            have cured the relevant deficiency in the following order:

            (i)   first, deficiencies which have resulted from the application
                  of Current Issuer Available Principal Receipts to meet any
                  deficiency in Current Issuer Available Revenue Receipts;

            (ii)  second, deficiencies which have arisen from Principal Losses
                  on the Mortgage Loans being allocated by Funding to the
                  Current Issuer Intercompany Loan; and

            (iii) last, deficiencies which have arisen from the application by
                  Funding of Funding Allocable Principal Receipts to fund the
                  Current Issuer Liquidity Reserve Fund.

      (e)   If, on any Payment Date, any Funding Available Revenue Receipts
            are applied by Funding as Funding Available Principal Receipts
            pursuant to rule 4 of the rules of application of Funding
            Available Revenue Receipts as set forth in Part 1 of Schedule 3 to
            the Funding Deed of Charge, then on such Payment Date the Current
            Issuer Cash Manger shall ensure that there shall be credited to
            the Current Issuer Principal Deficiency Ledger an amount equal to
            the amount so applied as Funding Available Principal Receipts.

9.    Records

      (a)   The Current Issuer Cash Manager shall ensure that a separate
            record is kept of any amount received from each of the Current
            Issuer Swap Providers pursuant to each of the Current Issuer Swap
            Agreements.

      (b)   The Current Issuer Cash Manager hereby agrees that, each time the
            Current Issuer Cash Manager records a debit on a Current Issuer
            Principal Deficiency Sub Ledger, the Current Issuer Cash Manager
            shall also record on such Current Issuer Principal Deficiency Sub
            Ledger whether such debit was caused by (A) Losses on the Mortgage
            Loans which have been allocated by Funding to the Current Issuer
            Intercompany Loan, (B) the application of Current Issuer Available
            Principal Receipts to meet any deficiency in Current Issuer
            Available Revenue Receipts, or (C) the application of Funding
            Available Principal Receipts to fund the Current Issuer Liquidity
            Reserve Fund, if any.

      (c)   The Current Issuer Cash Manager hereby agrees that, each time the
            Current Issuer Cash Manager records a credit on the Current Issuer
            Principal Deficiency Ledger to cure a deficiency, the Current
            Issuer Cash Manager shall also record on such Current Issuer
            Principal Deficiency Ledger the source of such deficiency as being
            one of the categories set forth in 8(d) above (as appropriate).

10.   Swap Collateral Ledger



                                      47
<PAGE>

      In connection with Swap Collateral the Current Issuer Cash Manager shall
      ensure that the appropriate debits and credits are made to the Swap
      Collateral Ledger in accordance with Clause 5.6 (Swap Collateral).



                                      48
<PAGE>

                                  SCHEDULE 3

                        Form of Issuer Quarterly Report

Granite Mortgages 04-1 plc

Profit & Loss Account

Period Ended

                                                This Quarter   Prior Quarter

                                                (GBP)000's     (GBP) 000's

Interest Receivable - Intercompany Loan

Interest Receivable - Cash Deposits/
Authorised Investments

                                                ----------------------------
                                                0               0


Interest Payable - Notes

Interest Payable

                                                ----------------------------
                                                0               0


                                                ----------------------------
Net Operating Income                            0               0


Other Income


Operating Expenses

                                                ----------------------------
Profit/loss on ordinary activities before tax   0               0


Taxation

                                                ----------------------------
Profit/loss on ordinary activities after tax    0               0


Dividend                                        0               0


Retained profit brought forward                 0               0

                                                ----------------------------
Retained profit for the year                    0               0

                                                ============================



                                      49
<PAGE>

Granite Mortgages 04-1 plc

Balance Sheet


Period Ended


                                                (GBP) 000's    (GBP) 000's
Fixed Asset Investments


Intercompany Lending                                           0

Current Assets

Interest Receivable                             0

Other debtors                                   0

Cash at Bank                                    0

Current Issuer Transaction Account:
                                                -----------
                                                0

                                                -----------

Creditors: Amounts falling due within one year

Accruals                                        0

Interest Payable Accrual                        0

Taxation                                        0

                                                -----------
                                                0

                                                -----------

Net current assets                              0

Creditors: Amounts falling due after one year

Amount due to Noteholders                       0



                                                -----------
Total Assets less current liabilities           0

                                                ===========

Share Capital                                   0

Reserves                                        0


                                                -----------
                                                0

                                                ===========



                                      50
<PAGE>

Granite Mortgages 04-1 plc

Balance Sheet


Period Ended


Current Issuer Notes to Balance Sheet:

Principal Deficiency Ledger

Class A Principal Deficiency Sub Ledger

Opening PDL Balance

Losses this Quarter

Amount of PDL top-up

Closing PDL Balance

Class B Principal Deficiency Sub Ledger

Opening PDL Balance

Losses this Quarter

Amount of PDL top-up

Closing PDL Balance

Class C Principal Deficiency Sub Ledger

Opening PDL Balance

Losses this Quarter

Amount of PDL top-up

Closing PDL Balance



                                      51
<PAGE>

<TABLE>
<CAPTION>

Granite Mortgages 04-1 plc
Notes Outstanding

Period Ended

                              Series 1 Class A1   Series 1 Class A2    Series 2 Class A1    Series 2 Class A2    Series 3 Class A
<S>                           <C>                 <C>                  <C>                  <C>                  <C>

Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating


                              Series 1 Class B                                              Series 2 Class B     Series 3 Class B
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating


                              Series 1 Class M                                              Series 2 Class M     Series 3 Class M
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating




                              Series 1 Class C                                              Series 2 Class C     Series 3 Class C
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating



                              Series 1 Class A1    Series 1 Class A2    Series 2 Class A1   Series 2 Class A2    Series 3 Class A

Initial Note Balance
Previous Quarters Note
  Principal
Note Redemptions
Outstanding Note Principal


                              Series 1 Class B                                              Series 2 Class B     Series 3 Class B
Initial Note Balance
Previous Quarters Note
  Principal
Note Redemptions
Outstanding Note Principal


                              Series 1 Class M                                              Series 2 Class M     Series 3 Class M
Initial Note Balance
Previous QuartersNote
  Principal
Note Redemptions
Outstanding Note Principal


                              Series 1 Class C                                              Series 2 Class C     Series 3 Class C
Initial Note Balance
Previous Quarters Note
  Principal
Note Redemptions
Outstanding Note Principal



                              Series 1 Class A1    Series 1 Class A2    Series 2 Class A1   Series 2 Class A2    Series 3 Class A
Note Interest Margins
Step Up Dates
Step Up Margins


                              Series 1 Class B                                              Series 2 Class B     Series 3 Class B
Note Interest Margins
Step Up Dates
Step Up Margins


                              Series 1 Class M                                              Series 2 Class M     Series 3 Class M
Note Interest Margins
Step Up Dates
Step Up Margins



                                      52
<PAGE>

                              Series 1 Class C                                              Series 2 Class C     Series 3 Class C
Note Interest Margins
Step Up Dates
Step Up Margins


Payment Cycle
Payment Date
Next Payment Date


Amount Credited to Principal
Deficiency Sub Ledger:
Current Quarter:
Aggregate:

</TABLE>



                                      53
<PAGE>

                                  SCHEDULE 4

              Controlled Amortisation Amount/Target Balance

The "Controlled Amortisation Amount" for each Class of Current Issuer Notes
for any Payment Date set forth below is an amount equal to the amount which
the Current Issuer would be required to repay in respect of such Class of
Current Issuer Notes so that on the relevant Payment Date the aggregate
Principal Amount Outstanding of such Class of Current Issuer Notes has been
reduced to (but is not less than) the "Target Balance" set out in the
following table:



                                      54
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
Payment date        target balance for series 1        target balance for series 1          target balance for series 1
occurring in:       class A1 notes                     class A2 notes                       class B notes
----------------  ----------------------------------   ------------------------ --------    -----------------------------------
                        (GBP)               $               (GBP)              $                  (GBP)               $
                  ------------------  --------------   ---------------  -----------------   ----------------  -----------------
<S>                     <C>             <C>               <C>             <C>                    <C>                <C>
Mar 04                  483,475,799     888,000,000       645,178,853     1,185,000,000          28,311,646         52,000,000
Jun 04                  322,317,199     592,000,000       645,178,853     1,185,000,000          28,311,646         52,000,000
Sep 04                  161,158,600     296,000,000       645,178,853     1,185,000,000          28,311,646         52,000,000
Dec 04                            0               0       645,178,853     1,185,000,000          28,311,646         52,000,000
Mar 05                            0               0       503,620,624       925,000,000          28,311,646         52,000,000
Jun 05                            0               0       371,862,580       683,000,000          28,311,646         52,000,000
Sep 05                            0               0       245,004,628       450,000,000          28,311,646         52,000,000
Dec 05                            0               0       125,224,588       230,000,000          28,311,646         52,000,000
Mar 06                            0               0                 0                 0          28,311,646         52,000,000
Jun 06                            0               0                 0                 0                   0                  0
Sep 06                            0               0                 0                 0                   0                  0
Dec 06                            0               0                 0                 0                   0                  0
Mar 07                            0               0                 0                 0                   0                  0
Jun 07                            0               0                 0                 0                   0                  0
Sep 07                            0               0                 0                 0                   0                  0
Dec 07                            0               0                 0                 0                   0                  0
Mar 08                            0               0                 0                 0                   0                  0
Jun 08                            0               0                 0                 0                   0                  0
Sep 08                            0               0                 0                 0                   0                  0
Dec 08                            0               0                 0                 0                   0                  0
Mar 09                            0               0                 0                 0                   0                  0
-------------------------------------------------------------------------------------------------------------------------------



<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
Payment date       target balance for series 1         target balance for series 1
occurring in:      class M notes                       class C notes
----------------  ----------------------------------   ------------------------ ---------
                          (GBP)             $                (GBP)              $
                  ------------------  --------------   ---------------  -----------------
<S>                      <C>             <C>               <C>              <C>
Mar 04                   39,200,740      72,000,000        58,801,111       108,000,000
Jun 04                   39,200,740      72,000,000        58,801,111       108,000,000
Sep 04                   39,200,740      72,000,000        58,801,111       108,000,000
Dec 04                   39,200,740      72,000,000        58,801,111       108,000,000
Mar 05                   39,200,740      72,000,000        58,801,111       108,000,000
Jun 05                   39,200,740      72,000,000        58,801,111       108,000,000
Sep 05                   39,200,740      72,000,000        58,801,111       108,000,000
Dec 05                   39,200,740      72,000,000        58,801,111       108,000,000
Mar 06                   39,200,740      72,000,000        58,801,111       108,000,000
Jun 06                            0               0                 0                 0
Sep 06                            0               0                 0                 0
Dec 06                            0               0                 0                 0
Mar 07                            0               0                 0                 0
Jun 07                            0               0                 0                 0
Sep 07                            0               0                 0                 0
Dec 07                            0               0                 0                 0
Mar 08                            0               0                 0                 0
Jun 08                            0               0                 0                 0
Sep 08                            0               0                 0                 0
Dec 08                            0               0                 0                 0
Mar 09                            0               0                 0                 0
-------------------------------------------------------------------------------------------------------------------------------

</TABLE>



                                      55
<PAGE>

<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------------------------------------------------
Payment date      target balance for series 2            target balance for series 2             target balance for series 2
occurring in:     class A1 notes                         class A2 notes                          class B notes
----------------  ------------------------------------   -------------------------------------   ----------------------------------
                       (GBP)               $                   (GBP)              (Euro)              (GBP)             (Euro)
                  ----------------   -----------------   -----------------   -----------------   ---------------   ----------------
<S>               <C>                <C>                 <C>                 <C>                 <C>                <C>

Mar 04                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Jun 04                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Sep 04                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Dec 04                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Mar 05                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Jun 05                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Sep 05                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Dec 05                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Mar 06                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Jun 06                646,128,680       1,185,000,000         620,689,655         900,000,000        62,758,621         91,000,000
Sep 06                606,870,229       1,113,000,000         593,103,448         860,000,000        62,758,621         91,000,000
Dec 06                561,613,959       1,030,000,000         563,448,276         817,000,000        62,758,621         91,000,000
Mar 07                542,529,989         995,000,000         513,793,103         745,000,000        62,758,621         91,000,000
Jun 07                509,269,357         934,000,000         482,758,621         700,000,000        62,758,621         91,000,000
Sep 07                473,282,443         868,000,000         457,241,379         663,000,000        62,758,621         91,000,000
Dec 07                452,017,448         829,000,000         428,275,862         621,000,000        62,758,621         91,000,000
Mar 08                430,207,197         789,000,000         400,000,000         580,000,000        62,758,621         91,000,000
Jun 08                412,758,997         757,000,000         375,172,414         544,000,000        62,758,621         91,000,000
Sep 08                387,677,208         711,000,000         355,172,414         515,000,000        62,758,621         91,000,000
Dec 08                358,778,626         658,000,000         334,482,759         485,000,000        62,758,621         91,000,000
Mar 09                335,877,863         616,000,000         313,103,448         454,000,000        62,758,621         91,000,000
-----------------------------------------------------------------------------------------------------------------------------------

<CAPTION>

         ----------------------------------------------------------------------------------------------------
           Payment date        target balance for series 3           target balance for series 2
           occurring in:       class M notes                         class C notes
         ----------------  --------------------------------------   -----------------------------------------
                                     (GBP)            (Euro)                 (GBP)              (Euro)
                           --------------------   ---------------   --------------------   ------------------
         <S>               <C>                    <C>               <C>                    <C>
           Mar 04                   31,034,483        45,000,000             41,379,310          60,000,000
           Jun 04                   31,034,483        45,000,000             41,379,310          60,000,000
           Sep 04                   31,034,483        45,000,000             41,379,310          60,000,000
           Dec 04                   31,034,483        45,000,000             41,379,310          60,000,000
           Mar 05                   31,034,483        45,000,000             41,379,310          60,000,000
           Jun 05                   31,034,483        45,000,000             41,379,310          60,000,000
           Sep 05                   31,034,483        45,000,000             41,379,310          60,000,000
           Dec 05                   31,034,483        45,000,000             41,379,310          60,000,000
           Mar 06                   31,034,483        45,000,000             41,379,310          60,000,000
           Jun 06                   31,034,483        45,000,000             41,379,310          60,000,000
           Sep 06                   31,034,483        45,000,000             41,379,310          60,000,000
           Dec 06                   31,034,483        45,000,000             41,379,310          60,000,000
           Mar 07                   31,034,483        45,000,000             41,379,310          60,000,000
           Jun 07                   31,034,483        45,000,000             41,379,310          60,000,000
           Sep 07                   31,034,483        45,000,000             41,379,310          60,000,000
           Dec 07                   31,034,483        45,000,000             41,379,310          60,000,000
           Mar 08                   31,034,483        45,000,000             41,379,310          60,000,000
           Jun 08                   31,034,483        45,000,000             41,379,310          60,000,000
           Sep 08                   31,034,483        45,000,000             41,379,310          60,000,000
           Dec 08                   31,034,483        45,000,000             41,379,310          60,000,000
           Mar 09                   31,034,483        45,000,000             41,379,310          60,000,000
         ----------------------------------------------------------------------------------------------------
</TABLE>



                                      56
<PAGE>

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------------------
Payment date     (GBP) target balance for    (GBP) target balance for    (GBP) target balance for    (GBP) target balance for
occurring in:    series 3 class A notes      series 3 class B notes      series 3 class M notes       series 3 class C notes
--------------  --------------------------  --------------------------  ---------------------------  --------------------------
                          (GBP)                      (GBP)                       (GBP)                       (GBP)
                --------------------------  --------------------------  ---------------------------  --------------------------
<S>             <C>                         <C>                         <C>                          <C>
Mar 04                600,000,000                  23,000,000                   10,000,000                   20,000,000
Jun 04                600,000,000                  23,000,000                   10,000,000                   20,000,000
Sep 04                600,000,000                  23,000,000                   10,000,000                   20,000,000
Dec 04                600,000,000                  23,000,000                   10,000,000                   20,000,000
Mar 05                600,000,000                  23,000,000                   10,000,000                   20,000,000
Jun 05                600,000,000                  23,000,000                   10,000,000                   20,000,000
Sep 05                600,000,000                  23,000,000                   10,000,000                   20,000,000
Dec 05                600,000,000                  23,000,000                   10,000,000                   20,000,000
Mar 06                600,000,000                  23,000,000                   10,000,000                   20,000,000
Jun 06                600,000,000                  23,000,000                   10,000,000                   20,000,000
Sep 06                573,000,000                  23,000,000                   10,000,000                   20,000,000
Dec 06                540,000,000                  23,000,000                   10,000,000                   20,000,000
Mar 07                500,000,00                   23,000,000                   10,000,000                   20,000,000
Jun 07                468,000,000                  23,000,000                   10,000,000                   20,000,000
Sep 07                444,000,000                  23,000,000                   10,000,000                   20,000,000
Dec 07                414,000,000                  23,000,000                   10,000,000                   20,000,000
Mar 08                390,000,000                  23,000,000                   10,000,000                   20,000,000
Jun 08                366,000,000                  23,000,000                   10,000,000                   20,000,000
Sep 08                342,000,000                  23,000,000                   10,000,000                   20,000,000
Dec 08                324,000,000                  23,000,000                   10,000,000                   20,000,000
Mar 09                305,000,000                  23,000,000                   10,000,000                   20,000,000
--------------------------------------- -- ------------------------- ---- --------------------- ------ -----------------------

</TABLE>



                                      57
<PAGE>

PROVIDED THAT on the Payment Date immediately following the Step-up Date in
respect of the Current Issuer and on each Payment Date thereafter:

(1)   the Target Balance for the Series 1 Class A Notes will be zero; and

(2)   the Target Balances for each other Class of Notes will be an amount
      equal to the greater of:

      (a) zero, and

      (b)   the aggregate Principal Amount Outstanding on such Class of Notes
            as at the immediately preceding Payment Date for Group 2 Issuers
            (after taking into account principal payments on such Payment
            Date) less an amount equal the product of:

            (i)   the sum of (1) the product of (A) the sum of the Mortgages
                  Trustee Principal Receipts for each Distribution Date since
                  the immediately preceding Payment Date for Group 2 Issuers,
                  and (B) the Funding Share Percentage applicable as at the
                  later to occur of the immediately preceding Assignment Date,
                  the immediately preceding Funding Contribution Date and the
                  immediately preceding Distribution Date, and (2) the amount
                  standing to the credit of the Funding Principal Ledger as at
                  the end of the preceding Payment Date for Group 2 Issuers
                  (after application of Funding Available Principal Receipts
                  on that Preceding Payment Date); and

            (ii)  the quotient of (A) the Outstanding Principal Balance on
                  such Current Issuer's Intercompany Loan as at the
                  immediately preceding Payment Date for Group 2 Issuers
                  (after taking into account principal payments on such
                  Payment Date) less the aggregate Outstanding Principal
                  Balances of the Special Repayment Notes of the Third Issuer
                  divided by (B) the aggregate Outstanding Principal Balance
                  on all Intercompany Loans as at the immediately preceding
                  Payment Date for Group 2 Issuers (after taking into account
                  principal payments on such Payment Date) less the sum of (1)
                  the aggregate amount of all Special Repayment Notes and (2)
                  the aggregate of amounts recorded on the Principal
                  Deficiency Ledgers of all Issuers; and

            (iii) either:

                  (A)   if the Class A Notes have not been repaid in full on
                        that Payment Date and either the Issuer Arrears Test
                        or the Issuer Reserve Requirement or the Subordinated
                        Principal Test has not been satisfied on such Payment
                        Date:

                        (I)   in relation to Class A Notes, the quotient of
                              (A) the aggregate Principal Amount Outstanding
                              on the relevant Class of Notes as at the
                              immediately preceding Payment Date for Group 2
                              Issuers (after taking into account principal
                              payments on Payment Date), divided by (B) the
                              Aggregate Principal Amount Outstanding on



                                      58
<PAGE>

                              all Class A Notes of the Issuer as at the
                              immediately preceding Payment Date for Group 2
                              Issuers (after taking into account principal
                              payments on such Payment Date); and

                        (II)  in relation to any other Class of Notes, zero;
                              and

                  (B)   In any other case, the quotient of (A) the aggregate
                        Principal Amount Outstanding on the relevant Class of
                        Notes as at the immediately preceding Payment Date for
                        Group 2 Issuers (after taking into account principal
                        payments on such Payment Date) divided by (B) the
                        aggregate Principal Amount Outstanding on all Notes of
                        the Current Issuer as at the immediately preceding
                        Payment Date for Group 2 Issuers (after taking into
                        account principal payments on such Payment Date).

      To the extent not repaid earlier, the full Principal Amount Outstanding
      on a Class of Current Issuer Notes will become due and payable on the
      final maturity date of that Class of Notes.



                                      59
<PAGE>

                                  SCHEDULE 5

         Current Issuer Cash Manager Representations and Warranties

The Current Issuer Cash Manager makes the following representations and
warranties to each of the Mortgages Trustee, Funding and the Note Trustee:

1.    Status: It is a public limited company duly incorporated, validly
      existing and registered under the laws of the jurisdiction in which it
      is incorporated, capable of being sued in its own right and not subject
      to any immunity from any proceedings, and it has the power to own its
      property and assets and to carry on its business as it is being
      conducted.

2.    Powers and authority: It has the power to enter into, perform and
      deliver, and has taken all necessary corporate and other action to
      authorise the execution, delivery and performance by it of each of the
      Transaction Documents to which it is or will be a party, and each such
      Transaction Document has been duly executed and delivered by it.

3.    Legal validity: Each Transaction Document to which it is or will be a
      party constitutes or when executed in accordance with its terms will
      constitute, a legal, valid and binding obligation.

4.    Non-conflict: The execution by it of each of the Transaction Documents
      to which it is a party and the exercise by it of its rights and the
      performance of its obligations under such Transaction Documents will
      not:

      (a)   conflict with any document which is binding upon it or any of its
            assets;

      (b)   conflict with its constitutional documents; or

      (c)   conflict with any law, regulation or official or judicial order of
            any government, governmental body or court, domestic or foreign,
            having jurisdiction over it.

5.    No litigation: It is not a party to any material litigation, arbitration
      or administrative proceedings and, to its knowledge, no material
      litigation, arbitration or administrative proceedings are pending or
      threatened against it.

6.    Consents and Licenses: All governmental consents, licences and other
      approvals and authorisations required in connection with the entry into,
      performance, validity and enforceability of, and the transactions
      contemplated by, the Transaction Documents have been obtained or
      effected (as appropriate) and are in full force and effect.

7.    Solvency: No Insolvency Event has occurred in respect of the Current
      Issuer Cash Manager, and the Current Issuer Cash Manager is not
      insolvent.

8.    Financial Statements: The most recent financial statements of the
      Current Issuer Cash Manager:



                                      60
<PAGE>

      (a)   were prepared in accordance with accounting principles generally
            accepted in England and Wales consistently applied;

      (b)   disclose all liabilities (contingent or otherwise) and all
            unrealised and or anticipated losses of the Current Issuer Cash
            Manager; and

      (c)   save as disclosed therein, give a true and fair view of the
            financial condition and operations of the Current Issuer Cash
            Manager during the relevant financial year.

9.    No Adverse Change: Since the date as of which the most recent financial
      statements of the Current Issuer Cash Manager were stated to be
      prepared, there has been:

      (a)   no significant change in the financial position of the Current
            Issuer Cash Manager; and

      (b)   no material adverse change in the financial position or prospects
            of the Current Issuer Cash Manager.

10.   Ranking of Claims

      Under the laws of England and Wales in force as at the date of making
      this representation, claims against the Current Issuer Cash Manager
      under the Transaction Documents will rank at least pari passu with the
      claims of all its other unsecured and unsubordinated creditors, save
      those whose claims are preferred solely by any bankruptcy, liquidation
      or other similar laws of general application.

11. Information in Prospectus and Offering Circular:

      All information in the Prospectus and the Offering Circular with regard
      to the Current Issuer Cash Manager is true and accurate in all material
      respects and not misleading in any material respect.

The Current Issuer Cash Manager has made all proper inquiries to ascertain and
to verify the foregoing.



                                      61
<PAGE>

                                EXECUTION PAGE

The Current Issuer Cash Manager

Executed by
NORTHERN ROCK PLC
as follows:                                By
Signed for and on its behalf by one          --------------------------------
of its duly authorised                       Duly Authorised
attorneys/signatories                        Attorney/Signatory
                                         Name
                                             --------------------------------



The Current Issuer

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



The Note Trustee

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



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