Exhibit 4.9


                             Dated 4 February 2004
                             ---------------------


                          GRANITE MORTGAGES 03-2 plc
                               as Current Issuer


                               NORTHERN ROCK PLC
                        as Current Issuer Cash Manager


                                    - and -






                             THE BANK OF NEW YORK
                                as Note Trustee









                ______________________________________________

                       ISSUER CASH MANAGEMENT AGREEMENT
                        AMENDMENT AND RESTATEMENT DEED
                ______________________________________________











                          SIDLEY AUSTIN BROWN & WOOD

                             1 THREADNEEDLE STREET
                                LONDON EC2R 8AW
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937

<PAGE>

THIS ISSUER CASH MANAGEMENT AMENDMENT DEED is made on 4 February 2004

BETWEEN:

(1)  GRANITE MORTGAGES 03-2 PLC (registered number 4684567), 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;

(2)  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 cash manager for the Current Issuer (the "Current Issuer Cash
     Manager", which expression shall include such other person as may from
     time to time be appointed as cash manager for the Current Issuer pursuant
     to this Agreement); and

(3)  THE BANK OF NEW YORK a New York banking corporation whose London branch
     address is at One Canada Square, 48th Floor, London E14 5AL in its
     capacity as Note Trustee.

WHEREAS:

(A)  The Current Issuer Cash Manager has agreed to provide cash management
     services to the Current Issuer on the terms and subject to the conditions
     contained in the Issuer Cash Management Agreement dated 21 May 2003 (the
     "Issuer Cash Management Agreement").

(B)  The parties to this Deed now wish to amend and restate the Issuer Cash
     Management Agreement pursuant to the provisions set out in this Deed.

(C)  With effect from 4 February 2004, the provisions of the Issuer Cash
     Management Agreement and this Deed shall be read and construed as one
     document.


NOW IT IS HEREBY AGREED as follows:

1.   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
          parties thereto; and

     (b)  the Issuer Master Definitions Schedule signed for the purposes of
          identification by Sidley Austin Brown & Wood and Allen & Overy on 21
          May 2003;

     (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 Deed (and recitals
     hereto). The Issuer Master Definitions Schedule specified above shall
     prevail to the extent that it conflicts with the Master Definitions
     Schedule.




<PAGE>

1.2  The Issuer Cash Management Agreement as amended and restated pursuant
     hereto shall be referred to herein as the "Amended and Restated Issuer
     Cash Management Agreement".

1.3  As used in the Issuer Cash Management Agreement, the terms "Issuer Cash
     Management Agreement", "this Issuer Cash Management Agreement",
     "Agreement", "this Agreement", "herein", "hereinafter", "hereof",
     "hereto" and other words of similar import shall mean or refer to the
     Amended and Restated Issuer Cash Management Agreement, unless the context
     otherwise specifically requires.

2.   Amendments to the Issuer Cash Management Agreement

     Each of the parties to this deed agree that with effect from (and
     including) 4 February 2004 the Issuer Cash Management Agreement shall be
     and hereby is amended and restated in the form of Appendix I hereto.

3.   Contracts (Rights of Third Parties) Act 1999

     No person shall have any right to enforce any provision of this Deed or
     any provision of the Amended and Restated Issuer Cash Management
     Agreement under the Contract (Rights of Third Parties) Act 1999.

4.   Counterparts

     This Deed may be executed in any number of counterparts, and has the same
     effect as if the signatures on the counterparts were on a single copy of
     this Deed.

5.   Governing Law

5.1  This Deed is governed by, and shall be construed in accordance with,
     English law.

5.2  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 Deed and, for such purposes, irrevocably submits to
     the jurisdiction of such courts.



                                      2
<PAGE>

                                EXECUTION PAGE

IN WITNESS WHEREOF this Deed has been executed as a deed by the parties hereto
and entered into the day and year first above written.

Executed by

GRANITE MORTGAGES 03-2 PLC
as its deed as follows:                    By__________________________________
Signed for and on its behalf                 for and on behalf of LDC
by one of its directors and                     Securitisation Director
by another of its directors/                    No.1 Limited
its secretary
                                         Name__________________________________



                                           By__________________________________



                                         Name__________________________________



                                             __________________________________


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



                                             __________________________________


Executed by
NORTHERN ROCK PLC                          By__________________________________
as its deed as follows:                      Duly Authorised Attorney
Signed for and on its behalf
by its duly authorised attorney
                                         Name__________________________________


Signature ________________________________
          Witness
Full name ________________________________
Occupation________________________________
Address   ________________________________
          ________________________________
          ________________________________
          ________________________________



                                      3
<PAGE>

                                  Appendix I

             Amended and Restated Issuer Cash Management Agreement
















                                      4


<PAGE>




                             Dated 4 February 2004



                               NORTHERN ROCK PLC
                        as Current Issuer Cash Manager




                          GRANITE MORTGAGES 03-2 PLC
                               as Current Issuer



                                    - and -



                             THE BANK OF NEW YORK
                                as Note Trustee









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

                       AMENDED AND RESTATED ISSUER CASH
                             MANAGEMENT AGREEMENT

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













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


<PAGE>


<TABLE>
<CAPTION>
                                                        Table of Contents
                                                        -----------------

                                                                                                                             Page
                                                                                                                             ----

<S>        <C>                                                                                                                 <C>
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.........................................................................................................9

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.............................................................................19

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


                                                                i


<PAGE>


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

                                                                                                                             Page
                                                                                                                             ----

SCHEDULE 2  Cash Management and Maintenance of Ledgers.........................................................................27
SCHEDULE 3  Form of Issuer Quarterly Report....................................................................................47
SCHEDULE 4  Controlled Amortisation Amount/Target Balance......................................................................52
SCHEDULE 5  Current Issuer Cash Manager Representations and Warranties.........................................................56


                                                               ii
</TABLE>


<PAGE>


THIS AMENDED AND RESTATED ISSUER CASH MANAGEMENT AGREEMENT DATED 4 FEBRUARY
2004 AMENDS AND RESTATES THE ISSUER CASH MANAGEMENT AGREEMENT DATED 21 MAY
2003

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 03-2 PLC (registered number 4684567), 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

       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 and Restatement Deed made on 26 January 2004
              between, among others, the parties hereto (the "Master
              Definitions Schedule"), and

       (b)    the Issuer Master Definitions Schedule signed for the purposes
              of identification by Sidley Austin Brown & Wood and Allen &
              Overy on 21 May 2003 (the "Issuer Master Definitions Schedule"),

       (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 shall prevail to the extent that it
       conflicts with the Master Definitions Schedule.


                                      1


<PAGE>


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 May 2003, 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 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 any of them under any of the Current Issuer Transaction
       Documents (other than to the


                                      2


<PAGE>


       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;


                                      3


<PAGE>


              (iii)  the Current Issuer Principal Deficiency Ledger, which
                     shall comprise three sub-ledgers to be known as the Class
                     A Principal Deficiency Sub Ledger, the Class B 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 and (C) the
                     application of Funding Available Principal Receipts to
                     fund the Current Issuer Liquidity Reserve Fund; 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

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


                                      4


<PAGE>


              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 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


                                      5


<PAGE>


              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 (excluding the Series 3
       Class A 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 in respect of the Series 3 Class A
       Notes, the Current Issuer Series 3 Class A Interest Rate Swap Provider,
       and amounts received by the Current Issuer Cash Manager from the
       Current Issuer Series 3 Class A Interest Rate Swap Provider will be
       applied to pay amounts due to the holders of the Series 3 Class A Notes
       in accordance with the Current Issuer Pre-Enforcement Revenue Priority
       of Payment, 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


                                      6


<PAGE>


       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 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.


                                      7


<PAGE>


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


                                      8


<PAGE>


              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    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 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


                                      9


<PAGE>


       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 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


                                      10


<PAGE>


              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.

       (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.


                                      11


<PAGE>


       (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 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.


                                      12


<PAGE>


       (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 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


                                      13


<PAGE>


       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.

       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.


                                      14


<PAGE>


       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.

       (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:


                                      15


<PAGE>


              (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
              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.


                                      16


<PAGE>


       (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 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.


                                      17


<PAGE>


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);

       (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


                                      18


<PAGE>


              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.    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


                                      19


<PAGE>


       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
       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


<PAGE>


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 03-2 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;

       (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);


                                      21


<PAGE>


       (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.

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


                                      22


<PAGE>


       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;

(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, or
       (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;

(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


                                      24


<PAGE>


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


                                      25


<PAGE>


       (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 (O) of the Current Issuer Pre-Enforcement
                     Revenue Priority of Payments (after taking account of any
                     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-Enforcement Revenue Priority of Payments. The Current Issuer
              Cash


                                      27


<PAGE>


              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 between 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 between 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 between 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 made to 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
                     made to 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 interest from the Series 1 Class A1 Dollar
                     Currency Swap Provider to pay interest due or overdue on
                     the Series 1 Class A1 Notes to holders of the Series 1
                     Class A1 Notes;

              (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
                     made to 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 interest from the Series 1 Class A2 Dollar
                     Currency Swap Provider to pay 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 1 Class A3 Dollar
                     Currency Swap Provider under the Series 1 Class A3 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
                     made to 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 interest from the Series 1 Class A3 Dollar
                     Currency Swap Provider (and, to the extent such amounts
                     are insufficient to pay interest due or overdue on the
                     Series 1 Class A3 notes, from amounts comprised in the
                     Current Issuer Available Revenue Receipts converted into
                     U.S. Dollars at the then prevailing spot rate of
                     exchange) to pay interest due or overdue on the Series 1
                     Class A3 Notes;

              (5)    amounts due in respect of interest and such part of any
                     termination payment due to the Series 2 Class A Euro
                     Currency Swap Provider under the Series 2 Class A 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
                     made to the Current


                                      30


<PAGE>


                     Issuer following a Downgrade Termination Event and
                     applied in accordance with this order of priority of
                     payments) and from amounts received in respect of
                     interest from the Series 2 Class A Euro Currency Swap
                     Provider to pay interest due or overdue on the Series 2
                     Class A Notes to the holders of the Series 2 Class A
                     Notes; and

              (6)    amounts due in respect of interest and such part of any
                     termination payment due to the Current Issuer Series 3
                     Class A Interest Rate Swap Provider under the Current
                     Issuer Series 3 Class A Interest Rate Swap (except for
                     any termination payment or any part thereof due and
                     payable to that Swap Provider as a result of an Interest
                     Rate Swap Provider Default by that Swap Provider, save to
                     the extent such termination payment may be satisfied by
                     any Swap Replacement Payment made to the Current Issuer
                     following a Downgrade Termination Event in respect of the
                     Current Issuer Series 3 Class A Interest Rate Swap and
                     applied in accordance with this order of priority of
                     payments) and from amounts received on each Payment Date
                     in respect of interest from the Current Issuer Series 3
                     Class A Interest Rate Swap Provider to pay on such
                     Payment Date interest due or overdue on the Series 3
                     Class A Notes to the holders of the Series 3 Class A
                     Notes, and after the Payment Date in July 2010, amounts
                     due to pay on each 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 between 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
                     made to 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 interest from the Series 1 Class B Dollar
                     Currency Swap Provider to pay interest due or overdue on
                     the Series 1 Class B Notes to the holders of the Series 1
                     Class B Notes; and

              (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
                     made to the Current


                                      31


<PAGE>



                     Issuer following a Downgrade Termination Event and
                     applied in accordance with this order of priority of
                     payments) and from amounts received in respect of
                     interest from the Series 2 Class B Euro Currency Swap
                     Provider to pay interest due or overdue on the Series 2
                     Class B Notes to the holders of the Series 2 Class B
                     Notes.

       (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, to pay 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 made to 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 payment
              date in respect of interest from the Series 2 Class M Euro
              Currency Swap Provider to pay on such payment date interest due
              or overdue on the Series 2 Class M Notes to the holders of the
              Series 2 Class M Notes;

       (J)    tenth, towards a credit to the Series 2 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 between 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 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
                     made to 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 interest from the Series 1 Class C Dollar
                     Currency Swap Provider to pay 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 or any part thereof due to the Series
                     2 Class C1 Euro Currency Swap Provider under the Series 2
                     Class C1 Euro Currency Swap (except for any termination
                     payment 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 made to the


                                      32


<PAGE>


                     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
                     interest from the Series 2 Class C1 Euro Currency Swap
                     Provider to pay interest due or overdue on the Series 2
                     Class C1 Notes to the holders of the Series 2 Class C1
                     Notes;

              (3)    amounts due in respect of interest and such part of any
                     termination payment or any part thereof due to the Series
                     2 Class C2 Euro Currency Swap Provider under the Series 2
                     Class C2 Euro Currency Swap (except for any termination
                     payment 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 made to 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
                     interest from the Series 2 Class C2 Euro Currency Swap
                     Provider to pay interest due or overdue on the Series 2
                     Class C2 Notes to the holders of the Series 2 Class C2
                     Notes; and

              (4)    amounts due to pay on each 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, towards a credit to 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 Account Bank an amount equal
              to the amount of any debit balance on any Current Issuer
              Transaction Account as permitted by the Current Issuer Account
              Bank, 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 between 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)    the Current Issuer Series 3 Class A Interest Swap
                     Provider following an Interest Rate Swap Provider
                     Default;

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

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

       (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


                                      33


<PAGE>


              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 made to 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;

       (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


                                      34


<PAGE>


              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 made to 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 1 Class A3 Dollar
                     Currency Swap Provider under the Series 1 Class A3 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
                     made to 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 A3 Dollar
                     Currency Swap Provider to pay up to the Series 1 Class A3
                     Controlled Amortisation Amount to the holders of the
                     Series 1 Class A3 Notes;

              (2)    amounts due in respect of principal and such part of any
                     termination payment due to the Series 2 Class A Euro
                     Currency Swap Provider under the Series 2 Class A 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
                     made to 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 A Euro
                     Currency Swap Provider to pay up to the Series 2 Class A
                     Controlled Amortisation Amount to the holders of the
                     Series 2 Class A Notes; and

              (3)    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
              Class A Notes have been repaid in full), in no order of priority
              between them but in proportion to the respective amounts due, to
              pay:


                                      35


<PAGE>


              (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
                     made to 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 B Dollar
                     Currency Swap Provider to pay up to the Series 1 Class B
                     Controlled Amortisation Amount to the holders of the
                     Series 1 Class B Notes; and

              (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
                     made to 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 B Euro
                     Currency Swap Provider to pay up to the Series 2 Class B
                     Controlled Amortisation Amount to the holders of the
                     Series 2 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) to pay 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 made to 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 B 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) to pay:


                                      36


<PAGE>


              (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 made to 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 C1 Euro
                     Currency Swap Provider under the Series 2 Class C1 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
                     made to 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 C1 Euro
                     Currency Swap Provider to pay up to the Series 2 Class C1
                     Controlled Amortisation Amount to the holders of the
                     Series 2 Class C1 Notes;

              (3)    amounts due in respect of principal and such part of any
                     termination payment due to the Series 2 Class C2 Euro
                     Currency Swap Provider under the Series 2 Class C2 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
                     made to 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 C2 Euro
                     Currency Swap Provider to pay up to the Series 2 Class C2
                     Controlled Amortisation Amount to the holders of the
                     Series 2 Class C2 Notes; and

              (4)    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


                                      37


<PAGE>


       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

       Following the occurrence of a Non-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 made to 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 made to 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;

       (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 1 Class A3 Dollar Currency
                     Swap Provider under the Series 1 Class A3 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 made to 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 A3 Dollar Currency Swap Provider to repay the
                     Series 1 Class A3 Notes until the Series 1 Class A3 Notes
                     have been repaid in full;


                                      38


<PAGE>


              (2)    to pay amounts (including such part of any termination
                     payment) due to the Series 2 Class A Euro Currency Swap
                     Provider under the Series 2 Class A 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 made to 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 A Euro Currency Swap Provider to repay the Series 2
                     Class A Notes until the Series 2 Class A 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 between 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 made to 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 made to 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;

       (E)    fifth, 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, made to the


                                      39


<PAGE>


              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

       (F)    last, 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 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 made to 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 C1 Euro Currency Swap
                     Provider under the Series 2 Class C1 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 made to 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 C1 Euro Currency Swap Provider to repay the Series
                     2 Class C1 Notes until the Series 2 Class C1 Notes have
                     been repaid in full;

              (3)    to pay amounts (including such part of any termination
                     payment) due to the Series 2 Class C2 Euro Currency Swap
                     Provider under the Series 2 Class C2 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 made to 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 C2 Euro Currency Swap Provider to repay the Series
                     2 Class C2 Notes until the Series 2 Class C2 Notes have
                     been repaid in full; and

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


                                      40


<PAGE>


       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 between 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 made to 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;

              (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 made to 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 1 Class A3 Dollar Currency
                     Swap Provider under the Series 1 Class A3 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


                                      41


<PAGE>


                     by any Swap Replacement Payment made to 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 A3 Dollar Currency Swap Provider to repay the
                     Series 1 Class A3 Notes until the Series 1 Class A3 Notes
                     have been repaid in full;

              (4)    to pay amounts (including such part of any termination
                     payment) due to the Series 2 Class A Euro Currency Swap
                     Provider under the Series 2 Class A 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 made to 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 A Euro Currency Swap Provider to repay the Series 2
                     Class A Notes until the Series 2 Class A 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 between 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 made to 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 made to 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;


                                      42


<PAGE>


       (C)    third, 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 made to 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

       (D)    last, 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 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 made to 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 C1 Euro Currency Swap
                     Provider under the Series 2 Class C1 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 made to 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 C1 Euro Currency Swap Provider to repay the Series
                     2 Class C1 Notes until the Series 2 Class C1 Notes have
                     been repaid in full;

              (3)    to pay amounts (including such part of any termination
                     payment) due to the Series 2 Class C2 Euro Currency Swap
                     Provider under the Series 2 Class C2 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 made to 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 C2 Euro Currency Swap Provider to repay the


                                      43


<PAGE>


                     Series 2 Class C2 Notes until the Series 2 Class C2 Notes
                     have been repaid in full; and

              (4)    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

       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;


                                      44


<PAGE>


              (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.

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; 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:


                                      45


<PAGE>


              (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.

9.     Records

       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.

       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.

10.    Swap Collateral Ledger

       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).


                                      46


<PAGE>


<TABLE>
<CAPTION>
                                            SCHEDULE 3

                                  Form of Issuer Quarterly Report


Granite Mortgages 03-2 plc
Profit & Loss Account



Period Ended



                                                                       This Quarter  Prior Quarter



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

<S>                                                                    <C>           <C>
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


                                                47


<PAGE>


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

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


                                                48


<PAGE>


Granite Mortgages 03-2 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

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

                                                                                    0


                                                49


<PAGE>


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


                                                50
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
Granite Mortgages 03-2 plc
Notes Outstanding

Period Ended


<S>                               <C>                  <C>                 <C>                 <C>                 <C>
                                  Series 1 Class A1    Series 1 Class A2   Series 1 Class A3   Series 2 Class A    Series 3 Class A
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating


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


                                  Series 1 Class C     Series 2 Class C1   Series 2 Class C2   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 1 Class A3   Series 2 Class A    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 2 Class M
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal


                                  Series 1 Class C     Series 2 Class C1   Series 2 Class C2   Series 3 Class C
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal


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


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


                                  Series 1 Class C     Series 2 Class C1   Series 2 Class C2   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:


                                                       51
</TABLE>


                                  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:


                                      52


<PAGE>


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Payment
date               (GBP)($*) target             (GBP)($*) target            (GBP)($*) target
occurring        balance for series 1         balance for series 1        balance for series 1
in:                 class A1 notes               class A2 notes              class A3 notes
------------- ---------------------------- --------------------------- ----------------------------
                   (GBP)           $             $           (GBP)                          $
              ------------- -------------- ------------  ------------- -------------  -------------
<S>            <C>          <C>             <C>          <C>            <C>            <C>
Jul 2003       692,398,519  1,113,169,099   625,738,633  1,006,000,000  311,003,297    500,000,000


Oct 2003       570,799,344    917,674,106   625,738,633  1,006,000,000  311,003,297    500,000,000


Jan 2004       455,330,101    732,034,203   625,738,633  1,006,000,000  311,003,297    500,000,000


Apr 2004       346,873,602    557,668,690   625,738,633  1,006,000,000  311,003,297    500,000,000


Jul 2004       243,825,072    391,997,567   625,738,633  1,006,000,000  311,003,297    500,000,000


Oct 2004       144,838,915    232,857,523   625,738,633  1,006,000,000  311,003,297    500,000,000


Jan 2005        50,842,745     81,739,881   625,738,633  1,006,000,000  311,003,297    500,000,000


Apr 2005                 0              0   589,264,030   947,359,782   311,003,297    500,000,000


Jul 2005                 0              0   505,330,396   812,419,678   311,003,297    500,000,000


Oct 2005                 0              0   424,705,590   682,799,177   311,003,297    500,000,000


Jan 2006                 0              0   348,145,157   559,712,969   311,003,297    500,000,000


Apr 2006                 0              0   277,024,664   445,372,553   311,003,297    500,000,000


Jul 2006                 0              0   208,660,226   335,463,046   311,003,297    500,000,000


Oct 2006                 0              0   142,990,847   229,886,385   311,003,297    500,000,000


Jan 2007                 0              0    80,631,925   129,631,946   311,003,297    500,000,000


Apr 2007                 0              0    22,703,866    36,501,005   311,003,297    500,000,000


Jul 2007                 0              0             0             0   296,974,278    477,445,547


Oct 2007                 0              0             0             0   274,221,101    440,865,264


Jan 2008                 0              0             0             0   252,614,933    406,129,028


Apr 2008                 0              0             0             0   232,320,963    373,502,413


Jul 2008                 0              0             0             0   213,038,912    342,502,659


Oct 2008                 0              0             0             0   192,745,977    309,877,708


Jan 2009                 0              0             0             0   172,661,376    277,587,693


Apr 2009                 0              0             0             0   153,765,259    247,208,406


Jul 2009                 0              0             0             0   135,775,687    218,286,573


Oct 2009                 0              0             0             0   118,509,183    190,527,214


Jan 2010                 0              0             0             0   102,064,560    164,089,193


Apr 2010                 0              0             0             0    86,759,996    139,484,046


Jul 2010                 0              0             0             0    72,059,581    115,850,189


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


<CAPTION>
----------------------------------------------------------------------
Payment
date              (GBP)/($*) target             (GBP)/($*) target
occurring        balance for series 1          balance for series 1
in:                 class B notes                class C notes
------------- --------------------------- ----------------------------
                  (GBP)           $             (GBP)           $
              -------------  ------------ --------------  ------------
<S>             <C>           <C>             <C>          <C>
Jul 2003        47,583,504    76,500,000      6,531,069    10,500,000


Oct 2003        47,583,504    76,500,000      6,531,069    10,500,000


Jan 2004        47,583,504    76,500,000      6,531,069    10,500,000


Apr 2004        47,583,504    76,500,000      6,531,069    10,500,000


Jul 2004        47,583,504    76,500,000      6,531,069    10,500,000


Oct 2004        47,583,504    76,500,000      6,531,069    10,500,000


Jan 2005        47,583,504    76,500,000      6,531,069    10,500,000


Apr 2005        47,583,504    76,500,000      6,531,069    10,500,000


Jul 2005        47,583,504    76,500,000      6,531,069    10,500,000


Oct 2005        47,583,504    76,500,000      6,531,069    10,500,000


Jan 2006        47,583,504    76,500,000      6,531,069    10,500,000


Apr 2006        47,583,504    76,500,000      6,531,069    10,500,000


Jul 2006        47,583,504    76,500,000      6,531,069    10,500,000


Oct 2006        47,583,504    76,500,000      6,531,069    10,500,000


Jan 2007        47,583,504    76,500,000      6,531,069    10,500,000


Apr 2007        47,583,504    76,500,000      6,531,069    10,500,000


Jul 2007        45,437,065    73,049,169      6,236,460    10,500,000


Oct 2007        41,955,828    67,452,385      5,758,643    9,258,171


Jan 2008        38,650,085    62,137,741      5,304,914    8,528,710


Apr 2008        35,545,107    57,145,869      4,878,740    7,843,551


Jul 2008        32,594,954    52,402,907      4,473,817    7,192,556


Oct 2008        30,454,161    48,961,154      4,179,983    6,720,158


Jan 2009        28,740,089    46,205,441      3,944,718    6,341,923


Apr 2009        27,241,185    43,795,654      3,738,986    6,011,168


Jul 2009        25,732,163    41,369,599      3,531,866    5,678,180


Oct 2009        24,277,197    39,030,450      3,332,164    5,357,121


Jan 2010        22,914,573    36,839,758      3,145,137    5,056,437


Apr 2010        21,659,882    34,822,592      2,972,925    4,779,572


Jul 2010        20,449,482    32,876,632      2,806,792    4,512,479


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


                                      53


<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Payment
date               (GBP)($*) target             (GBP)($*) target          (GBP)($*) target
occurring        balance for series 2         balance for series 2      balance for series 2
in:                 class A notes               class B notes              class M notes
----------- ---------------------------- --------------------------- ------------------------
                 (GBP)        (Euro)        (GBP)         (Euro)        (GBP)        (Euro)
            ------------- -------------- ------------  ------------- ------------- ----------
<S>           <C>          <C>           <C>           <C>           <C>           <C>
Jul 2003      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Oct 2003      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jan 2004      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Apr 2004      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jul 2004      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Oct 2004      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jan 2005      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Apr 2005      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jul 2005      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Oct 2005      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jan 2006      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Apr 2006      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jul 2006      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Oct 2006      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jan 2007      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Apr 2007      214,377,590  300,000,000   52,093,754    72,900,000    37,373,160    52,300,000

Jul 2007      204,707,252  286,467,328   49,743,862    69,611,561    35,687,298    49,940,804

Oct 2007      189,023,266  264,519,158   45,932,654    64,278,155    32,953,056    46,114,507

Jan 2008      174,129,925  243,677,417   42,313,572    59,213,612    30,356,650    42,481,096

Apr 2008      160,141,094  224,101,448   38,914,286    54,456,652    27,917,931    39,068,352

Jul 2008      146,849,790  205,501,596   35,684,499    49,936,888    25,600,813    35,825,778

Oct 2008      132,861,673  185,926,625   33,340,789    46,657,100    23,919,386    33,472,789

Jan 2009      119,017,162  166,552,616   31,464,247    44,031,067    22,573,115    31,588,818

Apr 2009      105,991,885  148,325,044   29,823,268    41,734,682    21,395,843    29,941,342

Jul 2009       93,591,499  130,971,944   28,171,212    39,422,794    20,210,623    28,282,746

Oct 2009       81,689,530  114,316,329   26,578,336    37,193,723    19,067,859    26,683,562

Jan 2010       70,354,092   98,453,516   25,086,553    35,106,123    17,997,623    25,185,874

Apr 2010       59,804,507   83,690,428   23,712,936    33,183,882    17,012,161    23,806,818

Jul 2010       49,671,369   69,510,113   22,387,807    31,329,497    16,061,485    22,476,443
---------------------------------------------------------------------------------------------


<CAPTION>
------------------------------------------------------------------------
Payment
date                  (GBP)/($*) target             (GBP)/($*) target
occurring           balance for series 2         balance for series 2
in:                    class C1 notes               class C2 notes
-----------    ---------------------------- ---------------------------
                    (GBP)        (Euro)        (GBP)         (Euro)
               ------------- -------------- ------------  -------------
<S>             <C>          <C>               <C>           <C>
Jul 2003        11,433,471   16,000,000        46,805,774    65,500,000

Oct 2003        11,433,471   16,000,000        46,805,774    65,500,000

Jan 2004        11,433,471   16,000,000        46,805,774    65,500,000

Apr 2004        11,433,471   16,000,000        46,805,774    65,500,000

Jul 2004        11,433,471   16,000,000        46,805,774    65,500,000

Oct 2004        11,433,471   16,000,000        46,805,774    65,500,000

Jan 2005        11,433,471   16,000,000        46,805,774    65,500,000

Apr 2005        11,433,471   16,000,000        46,805,774    65,500,000

Jul 2005        11,433,471   16,000,000        46,805,774    65,500,000

Oct 2005        11,433,471   16,000,000        46,805,774    65,500,000

Jan 2006        11,433,471   16,000,000        46,805,774    65,500,000

Apr 2006        11,433,471   16,000,000        46,805,774    65,500,000

Jul 2006        11,433,471   16,000,000        46,805,774    65,500,000

Oct 2006        11,433,471   16,000,000        46,805,774    65,500,000

Jan 2007        11,433,471   16,000,000        46,805,774    65,500,000

Apr 2007        11,433,471   16,000,000        46,805,774    65,500,000

Jul 2007        11,433,471   16,000,000        44,694,417    62,545,367

Oct 2007        11,433,471   16,000,000        41,270,080    57,753,350

Jan 2008        11,433,471   16,000,000        38,018,367    53,202,903

Apr 2008        11,433,471   16,000,000        34,964,139    48,928,816

Jul 2008        11,433,471   16,000,000        32,062,204    44,867,848

Oct 2008        11,433,471   16,000,000        29,956,402    41,920,988

Jan 2009        11,433,471   16,000,000        28,270,345    39,561,521

Apr 2009        11,433,471   16,000,000        26,795,941    37,498,239

Jul 2009        11,433,471   16,000,000        25,311,583    35,421,029

Oct 2009        11,433,471   16,000,000        23,880,398    33,418,228

Jan 2010        11,433,471   16,000,000        22,540,044    31,542,538

Apr 2010        11,433,471   16,000,000        21,305,861    29,815,422

Jul 2010        11,433,471   16,000,000        20,115,245    28,149,273
------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
   Payment date occurring in:      (GBP) target balance for series 3     (GBP) target balance for series 3
                                             class A notes                       class C notes
------------------------------     ---------------------------------     ---------------------------------
                                                 (GBP)                               (GBP)
                                   ---------------------------------     ---------------------------------
<S>         <C>                               <C>                                  <C>
            Jul 2003                          352,280,000                          15,000,000
            Oct 2003                          352,280,000                          15,000,000
            Jan 2004                          352,280,000                          15,000,000
            Apr 2004                          352,280,000                          15,000,000
            Jul 2004                          352,280,000                          15,000,000
            Oct 2004                          352,280,000                          15,000,000
            Jan 2005                          352,280,000                          15,000,000
            Apr 2005                          352,280,000                          15,000,000
            Jul 2005                          352,280,000                          15,000,000
            Oct 2005                          352,280,000                          15,000,000
            Jan 2006                          352,280,000                          15,000,000
            Apr 2006                          352,280,000                          15,000,000
            Jul 2006                          352,280,000                          15,000,000
            Oct 2006                          352,280,000                          15,000,000
            Jan 2007                          352,280,000                          15,000,000
            Apr 2007                          352,280,000                          15,000,000
            Jul 2007                          352,280,000                          14,323,366
            Oct 2007                          352,280,000                          13,225,958
            Jan 2008                          352,280,000                          12,183,871
            Apr 2008                          352,280,000                          11,205,072
            Jul 2008                          352,280,000                          10,275,080
            Oct 2008                          352,280,000                          9,600,226
            Jan 2009                          352,280,000                          9,059,890
            Apr 2009                          352,280,000                          8,587,383
            Jul 2009                          352,280,000                          8,111,686
            Oct 2009                          352,280,000                          7,653,029
            Jan 2010                          352,280,000                          7,223,482
            Apr 2010                          352,280,000                          6,827,959
            Jul 2010                          352,280,000                          6,446,398

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


                                                    54
</TABLE>


<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 A1 Notes and the Series 1
       Class A2 Notes will be zero; and

(2)    the Target Balances for each other Class of Current Issuer 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 (after taking
              into account principal payments on such Payment Date) less an
              amount equal the product of:

              (i)    the product of (A) the sum of the Mortgages Trustee
                     Principal Receipts for each Distribution Date since the
                     immediately preceding Payment Date, 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

              (ii)   the quotient of (A) the Outstanding Principal Balance on
                     such Current Issuer's Intercompany Loan as at the
                     immediately preceding Payment Date (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 (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)  the quotient of (A) the aggregate Principal Amount
                     Outstanding on such Class of Notes as at the immediately
                     preceding Payment Date (after taking into account
                     principal payments on such Payment Date), divided by (B)
                     the aggregate Principal Amount Outstanding on all Classes
                     of Notes of the Current Issuer as at the immediately
                     preceding Payment Date (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.


                                      55


<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:


                                      56


<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 are 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.


                                      57


<PAGE>


<TABLE>
<CAPTION>
                                                        EXECUTION PAGE

<S>                                                                      <C>
The Current Issuer Cash Manager

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

                                                                         Name________________________________________________



The Current Issuer

Executed by
GRANITE MORTGAGES 03-2 PLC
as follows:                                                                By________________________________________________
Signed for and on its behalf by one of its duly authorised                   Duly Authorised Attorney/Signatory
attorneys/signatories
                                                                         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 Attorney/Signatory
attorneys/signatories
                                                                         Name________________________________________________


                                                             58
</TABLE>