EXHIBIT 4.8



                             Dated 28 January 2004
                             ---------------------


                               NORTHERN ROCK PLC
                                as Cash Manager


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                               NORTHERN ROCK PLC
                                   as Seller


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                                    - and -


                             THE BANK OF NEW YORK
                              as Security Trustee






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                   FOURTH AMENDED CASH MANAGEMENT AGREEMENT


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



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                                   CONTENTS

Clause
Page No.

1.    Definitions and Interpretation.......................................5

2.    Appointment of Cash Manager..........................................5

3.    The Services.........................................................5

4.    Payments, Accounts, Ledgers..........................................7

5.    Early Repayment Charges.............................................14

6.    No Liability........................................................14

7.    Costs and Expenses..................................................14

8.    Information.........................................................15

9.    Remuneration........................................................18

10.   Covenants, Representations and Warranties of the Cash Manager.......18

11.   Services Non-Exclusive..............................................19

12.   Termination.........................................................19

13.   Further Assurances..................................................23

14.   Miscellaneous.......................................................23

15.   Confidentiality.....................................................24

16.   No Partnership......................................................24

17.   Assignment..........................................................24

18.   The Security Trustee................................................25

19.   New Intercompany Loan Agreements....................................25

20.   Non Petition Covenant; Limited Recourse.............................25

21.   Amendments and Waiver...............................................27

22.   Notices.............................................................27

23.   Third Party Rights..................................................28

24.   Execution in Counterparts; Severability.............................28


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25.   Governing Law and Submission to Jurisdiction........................28

SCHEDULE 1 The Cash Management Services...................................30

SCHEDULE 2 Cash Management and Maintenance of Ledgers.....................33

SCHEDULE 3A Form of Mortgages Trustee Quarterly Report....................48

SCHEDULE 3B Form of Funding Quarterly Report..............................49

SCHEDULE 4 Cash Manager Representations and Warranties....................52


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THIS  FOURTH  AMENDED  AND  RESTATED  CASH  MANAGEMENT  AGREEMENT  DATED  28
JANUARY  2004 AMENDS AND  RESTATES THE CASH  MANAGEMENT  AGREEMENT  DATED 26
MARCH 2001

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 Cash Manager;

(2)    GRANITE FINANCE TRUSTEES LIMITED (registered number 79309), a private
       limited company incorporated under the laws of Jersey, Channel Islands
       whose registered office is at 22 Grenville Street, St. Helier, Jersey
       JE4 8PX, Channel Islands in its capacity as Mortgages Trustee;

(3)    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 Seller and in its capacity as a Beneficiary;

(4)    GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
       limited company incorporated under the laws of Jersey, Channel Islands
       having its principal place of business in the United Kingdom at 4 Royal
       Mint Court, London EC3N 4HJ in its capacity as a Beneficiary; and

(5)    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 Security Trustee.

WHEREAS:

(A)    On the Initial Closing Date the First Issuer will issue the First
       Issuer Notes constituted by the First Issuer Trust Deed. From the
       proceeds of the issue of those First Issuer Notes, the First Issuer
       shall make a loan to Funding pursuant to the terms of the First Issuer
       Intercompany Loan Agreement. From the proceeds of that loan, Funding
       shall pay the Initial Contribution to the Mortgages Trustee as
       consideration in part for the Initial Funding Share of the Trust
       Property, which funds will be used by the Mortgages Trustee to pay to
       the Seller the Initial Purchase Price for the sale and assignment by
       the Seller to the Mortgages Trustee of the Initial Mortgage Portfolio
       pursuant to the Mortgage Sale Agreement.

(B)    The Cash Manager is willing to provide Cash Management Services to the
       Mortgages Trustee, Funding and the Security Trustee on the terms and
       subject to the conditions contained in this Agreement.


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IT IS HEREBY AGREED as follows:

1.     Definitions and Interpretation

1.1    The provisions of 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 Seller, Funding and the Mortgages Trustee
       (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.

1.2    Any reference in this Agreement to any discretion, power or right on
       the part of the Mortgages Trustee shall be as exercised by the
       Mortgages Trustee only as directed by the Beneficiaries but subject in
       each case to the provisions of Clause 17 (Directions from
       Beneficiaries) of the Mortgages Trust Deed.

2.     Appointment of Cash Manager

2.1    Appointment: Until termination pursuant to Clause 12 herein
       (Termination), the Mortgages Trustee, Funding and the Security Trustee
       (according to their respective estates and interests) each hereby
       appoints the Cash Manager as its lawful agent to provide the Cash
       Management Services set out in this Agreement, including in relation
       to:

       (a)    the Mortgages Trustee; and

       (b)    Funding,

       and the 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 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 First Issuer Notes: The
       appointment pursuant to Clause 2.1 (Appointment) is conditional upon
       the issue of the First Issuer Notes and the making of the First Issuer
       Intercompany Loan under the First Issuer Intercompany Loan Agreement
       and shall take effect upon and from the Initial Closing Date
       automatically without any further action on the part of any person,
       PROVIDED THAT, if the issue of the First Issuer Notes by the First
       Issuer has not occurred by 30 April 2001, or such later date as the
       First Issuer and the Lead Manager may agree, this Agreement shall cease
       to be of further effect.

3.     The Services

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


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3.2    Approvals and authorisations: The Cash Manager shall maintain, or
       procure the maintenance of, the approvals, authorisations, consents and
       licences required in connection with the respective businesses of the
       Mortgages Trustee and Funding and shall prepare and submit, or procure
       the preparation and submission of, on behalf of the Mortgages Trustee
       and Funding, all necessary applications and requests for any further
       approvals, authorisations, consents or licences which may be required
       in connection with the respective businesses of the Mortgages Trustee
       and Funding and shall, so far as it reasonably can do so, perform the
       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 Cash Management
       Services shall include procuring (so far as the Cash Manager, using its
       reasonable endeavours, is able so to do) compliance by the Mortgages
       Trustee and Funding with all applicable legal requirements and with the
       terms of the Transaction Documents to which each of the Mortgages
       Trustee and/or Funding is a party, PROVIDED THAT the Cash Manager shall
       not lend or provide any sum to the Mortgages Trustee or Funding (other
       than as expressly contemplated by the Transaction Documents) and the
       Cash Manager shall have no liability whatsoever to the Mortgages
       Trustee, Funding, the Security Trustee or any other person for any
       failure by the Mortgages Trustee or Funding to make any payment due by
       any of them under any of the Transaction Documents (other than to the
       extent arising from (i) the Cash Manager failing to make a payment in
       its capacity as Administrator, or in any other capacity under the
       Transaction Documents, or (ii) the Cash Manager failing to perform any
       of its obligations under any of the Transaction Documents).

3.4    Liability of Cash Manager:

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

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


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4.     Payments, Accounts, Ledgers

4.1    Establishment of Bank Accounts:

       (a)    The Cash Manager hereby confirms that the Mortgages Trustee GIC
              Account has been established on or before the date hereof
              pursuant to the Bank Account Agreement and the Mortgages Trustee
              Guaranteed Investment Contract and that the Mortgages Trustee
              GIC Account Mandate in the agreed form will apply thereto at the
              Initial Closing Date. The Cash Manager undertakes (to the extent
              to which the same is within its control) that at the Initial
              Closing Date the Mortgages Trustee GIC Account will be operative
              and that the Cash Manager will not knowingly create or permit to
              subsist any Security Interest in relation to the Mortgages
              Trustee GIC Account (but without prejudice to the Mortgages
              Trust and the other Transaction Documents).

       (b)    The Cash Manager hereby confirms that the Mortgages Trustee
              Transaction Account has been established on or before the date
              hereof pursuant to the Bank Account Agreement and that the
              Mortgages Trustee Transaction Account Mandate in the agreed form
              will apply thereto at the Initial Closing Date. The Cash Manager
              undertakes (to the extent to which the same is within its
              control) that at the Initial Closing Date the Mortgages Trustee
              Transaction Account will be operative and that the Cash Manager
              will not knowingly create or permit to subsist any Security
              Interest in relation to the Mortgages Trustee Transaction
              Account (but without prejudice to the Mortgages Trust and the
              other Transaction Documents).

       (c)    The Cash Manager hereby confirms that the Funding GIC Account
              has been established on or before the date hereof pursuant to
              the Bank Account Agreement and the Funding Guaranteed Investment
              Contract and that the Funding GIC Account Mandate in the agreed
              form will apply thereto at the Initial Closing Date. The Cash
              Manager undertakes (to the extent to which the same is within
              its control) that at the Initial Closing Date the Funding GIC
              Account will be operative and that the Cash Manager will not
              knowingly create or permit to subsist any Security Interest in
              relation to the Funding GIC Account other than as created under
              or permitted pursuant to the Funding Deed of Charge.

       (d)    The Cash Manager hereby confirms that the Funding Transaction
              Account has been established on or before the date hereof
              pursuant to the Bank Account Agreement and that the Funding
              Transaction Account Mandate in the agreed form will apply
              thereto at the Initial Closing Date. The Cash Manager undertakes
              (to the extent to which the same is within its control) that at
              the Initial Closing Date the Funding Transaction Account will be
              operative and that the Cash Manager will not knowingly create or
              permit to subsist any Security Interest in relation to the
              Funding Transaction Account other than as created under or
              permitted pursuant to the Funding Deed of Charge.

       (e)    The Cash Manager hereby confirms that the Funding (First Issuer)
              GIC Account has been established on or before the date hereof
              pursuant to the Funding (First Issuer) Bank Account Agreement
              and the Funding (First Issuer)


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              Guaranteed Investment Contract and that the Funding (First
              Issuer) GIC Account Mandate in the agreed form will apply
              thereto at the Initial Closing Date. The Cash Manager undertakes
              (to the extent to which the same is within its control) that at
              the Initial Closing Date the Funding (First Issuer) GIC Account
              will be operative and that the Cash Manager will not knowingly
              create or permit to subsist any Security Interest in relation to
              the Funding (First Issuer) GIC Account other than as created
              under or permitted pursuant to the Funding Deed of Charge.

       (f)    Upon Funding entering into any New Intercompany Loan Agreement
              with a New Issuer, the Cash Manager undertakes to establish a
              separate Funding (Issuer) GIC Account in respect of each New
              Issuer to which amounts in respect of any Issuer Reserve Fund
              and Issuer Liquidity Reserve Fund (if any) of such New Issuer
              will be credited.

       (g)    If Funding enters into a New Intercompany Loan Agreement, then
              the Cash Manager, the Seller, Funding, the Security Trustee and
              the Mortgages Trustee shall execute such amendments to this
              Agreement as may be necessary to reflect the establishment of
              any new Funding (Issuer) GIC Account.

4.2    Mortgages Trustee Ledgers:

       (a)    The Cash Manager shall open and maintain in the books of the
              Mortgages Trustee the following ledgers on behalf of the
              Mortgages Trustee:

              (i)    the Principal Ledger, which shall separately reflect all
                     Principal Receipts standing to the credit of each of the
                     Mortgages Trustee GIC Account and the Mortgages Trustee
                     Transaction Account from time to time and distribution of
                     the same to Funding and the Seller;

              (ii)   the Revenue Ledger, which shall separately reflect all
                     Revenue Receipts standing to the credit of each of the
                     Mortgages Trustee GIC Account and the Mortgages Trustee
                     Transaction Account from time to time and distribution of
                     the same to Funding and the Seller;

              (iii)  the Losses Ledger, which shall record Losses on the
                     Mortgage Portfolio;

              (iv)   the Funding Share/Seller Share Ledger which shall record
                     the Funding Share, the Seller Share, the Funding Share
                     Percentage and the Seller Share Percentage of the Trust
                     Property;

              (v)    the Overpayments Ledger, which will reflect each Revenue
                     Receipt and/or Principal Receipt paid by a Borrower in
                     excess of the amount required under the terms of the
                     relevant Mortgage Loan (and in the case of any
                     non-Flexible Mortgage Loan any payment which is not a
                     Capital Payment), which shall be divided into (A) the
                     Non-Flexible Overpayments Sub Ledger to record
                     Overpayments on Non-Flexible Mortgage Loans and (B) the
                     Flexible Overpayments Sub Ledger to record Overpayments
                     on Flexible Mortgage Loans, in each case as


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                     received into and paid out of the Mortgages Trustee GIC
                     Account from time to time;

              (vi)   the Non-Flexible Underpayments Ledger, which shall record
                     Underpayments on Non-Flexible Mortgage Loans from time to
                     time;

              (vii)  the Re-Draws Ledger, which will record Re-Draws on the
                     Flexible Mortgage Loans and which shall be divided into
                     (A) the Cash Re-Draws Sub Ledger to record Cash Re-Draws
                     made in respect of Flexible Mortgage Loans and (B) the
                     Non-Cash Re-Draws Sub Ledger to record Non-Cash Re-Draws
                     made in respect of Flexible Mortgage Loans;

              (viii) the Contributions Ledger, which will be divided into sub
                     ledgers to record (i) the making by Funding to the
                     Mortgages Trustee of Contributions to the Mortgages Trust
                     pursuant to the Mortgages Trust Deed (ii) the making by
                     the Seller to the Mortgages Trustee of Contributions to
                     the Mortgages Trust pursuant to the Mortgages Trust Deed
                     and the application of such Contributions in accordance
                     with the terms of the Mortgages Trust Deed by (iii) the
                     payment by the Mortgages Trustee to the Seller of either
                     (a) amounts of Initial Purchase Price for the sale of any
                     New Mortgage Portfolio which is acquired by the Mortgages
                     Trustee from the Seller under the provisions of Mortgage
                     Sale Agreement (b) amounts of Deferred Purchase Price in
                     accordance with the Mortgage Sale Agreement and (iv) the
                     payment by the Mortgages Trustee to the Seller of any
                     Initial Consideration in accordance with the Mortgages
                     Trust Deed; and

              (ix)   the Further Draws Ledger, which will record Further Draws
                     on Personal Secured Loans from time to time.

       (b)    The Cash Manager shall make credits and debits to the Mortgages
              Trustee Ledgers in the manner described in paragraphs 10, 11,
              12, 13, 20, 21 and 22 of Schedule 2 hereto.

4.3    Funding Ledgers:

       (a)    The Cash Manager shall open and maintain in the books of Funding
              the following ledgers on behalf of Funding:

              (i)    the Issuer Reserve Fund Ledger of any Issuer, which shall
                     record the amount credited to the Issuer Reserve Fund of
                     such Issuer on the related Closing Date, and subsequent
                     withdrawals and deposits in respect of such Issuer
                     Reserve Fund;

              (ii)   the Issuer Liquidity Reserve Ledger of any Issuer, if
                     any, which shall record the amount credited to the Issuer
                     Liquidity Reserve Fund from time to time of such Issuer,
                     and subsequent withdrawals and deposits in respect of
                     such Issuer Liquidity Reserve Fund;


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              (iii)  the Funding Principal Ledger, which shall separately
                     reflect all Funding Principal Receipts received by
                     Funding on each Distribution Date and all Funding
                     Principal Receipts standing to the credit of each Funding
                     Bank Account, and the following sub-ledgers:

                     (A)    the Group 1 Principal Sub-Ledger which shall
                            record receipts and payments of Funding Principal
                            Receipts allocable to Group 1; and

                     (B)    the Group 2 Principal Sub-Ledger which shall
                            record receipts and payments of Funding Principal
                            Receipts allocable to Group 2;

              (iv)   the Funding Principal Deficiency Ledger, which shall
                     reflect the aggregate position of the Issuer Principal
                     Deficiency Ledgers of all Issuers as to Losses on the
                     Mortgage Loans and the application of Funding Available
                     Principal Receipts to fund Issuer Liquidity Reserve
                     Funds;

              (v)    the Funding Revenue Ledger, which shall separately
                     reflect all Funding Revenue Receipts received by Funding
                     on each Distribution Date and all Funding Revenue
                     Receipts standing to the credit of each Funding Bank
                     Account, and the following sub-ledgers:

                     (A)    the Funding Expense Sub-Ledger which shall record
                            receipts and payments of Funding Revenue Receipts
                            allocable to the payment of expenses;

                     (B)    the Group 1 Revenue Sub-Ledger which shall record
                            receipts and payments of Funding Revenue Receipts
                            allocable to Group 1; and

                     (C)    the Group 2 Revenue Sub-Ledger which shall record
                            receipts and payments of Funding Revenue Receipts
                            allocable to Group 2;

              (vi)   the Funding Reserve Ledger, which shall record the amount
                     credited to the Funding Reserve Fund from time to time,
                     and subsequent withdrawals and deposits in respect of the
                     Funding Reserve Fund; and

              (vii)  the Intercompany Loan Ledger, which shall be divided into
                     segregated sub ledgers each of which shall record
                     payments of interest and fees and repayments of principal
                     made under such Intercompany Loan.

       (b)    The Cash Manager shall make credits and debits to the Funding
              Ledgers in accordance with the provisions of paragraphs 14
              through 19 of Schedule 2 hereto.


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4.4    Payments:

       (a)    The Cash Manager shall procure that so far as it may be able in
              relation to all Mortgage Loans comprised in the Mortgage
              Portfolio, the following amounts are paid into the Mortgages
              Trustee Transaction Account:

              (i)    all Monthly Payments, other interest received under and
                     in respect of the Mortgage Loans and any costs or other
                     amounts received under the Mortgage Loans (including in
                     any such case amounts recovered on enforcement of rights
                     against any Borrower or guarantor of the Borrower, any
                     Mortgaged Property or any of the Borrower's or
                     guarantor's other property or assets);

              (ii)   all final releases and all repayments or prepayments of
                     principal under the Mortgage Loans;

              (iii)  any amount received by or on behalf of the Mortgages
                     Trustee pursuant to any Insurance Policy; and

              (iv)   any other amounts whatsoever received by or on behalf of
                     the Mortgages Trustee on or after the Initial Closing
                     Date,

       (b)    The Cash Manager shall procure that the following amounts are
              credited to the Mortgages Trustee GIC Account:

              (i)    from time to time upon written or electronic receipt of
                     instructions from the Administrator, all amounts standing
                     to the credit of the Mortgages Trustee Transaction
                     Account; and

              (ii)   all interest earned on any of (A) the Mortgages Trustee
                     Transaction Account, (B) the Mortgages Trustee GIC
                     Account and (C) all investment proceeds from Authorised
                     Investments purchased from amounts standing to the credit
                     of either the Mortgages Trustee Transaction Account or
                     the Mortgages Trustee GIC Account.

       (c)    The Cash Manager shall procure that on each Distribution Date
              the following amounts are paid into the Funding GIC Account:

              (i)    all Funding Principal Receipts, PROVIDED HOWEVER that any
                     amounts recorded as a credit on the Non-Flexible
                     Overpayments Sub Ledger shall remain in the Mortgages
                     Trustee GIC Account on such Distribution Date;

              (ii)   all Funding Revenue Receipts; and

              (iii)  any other amounts whatsoever received by or on behalf of
                     Funding after the Initial Closing Date,

              and the Cash Manager shall procure that all interest earned on
              the Funding GIC Account and the Funding Transaction Account and
              all investment


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              proceeds from Authorised Investments purchased from amounts
              standing to the credit of such accounts are credited to the
              Funding GIC Account.

       (d)    The Cash Manager shall procure that all interest earned on each
              Funding (Issuer) GIC Account and all investment proceeds from
              Authorised Investments purchased from amounts standing to the
              credit of such Funding (Issuer) GIC Account are credited to such
              account.

       (e)    The Cash Manager shall procure that on each Payment Date the
              lesser of (1) the amount standing to the credit of the Funding
              GIC Account and (2) the aggregate of all amounts required to be
              paid by Funding to all Issuers in accordance with the relevant
              Funding Priority of Payments, is credited to the Funding
              Transaction Account in accordance with the provisions of the
              Funding Deed of Charge.

       (f)    The Cash Manager shall procure that all transfers and
              withdrawals of amounts standing to the credit of the Funding
              Transaction Account and the Funding GIC Account shall be made in
              accordance with the provisions of the Funding Deed of Charge.

       (g)    The Cash Manager shall procure that all transfers and
              withdrawals of amounts standing to the credit of each Funding
              (Issuer) GIC Account shall be made in accordance with the
              provisions of the Funding Deed of Charge.

       (h)    Each of the payments into the Mortgages Trustee Transaction
              Account, the Mortgages Trustee GIC Account, the Funding
              Transaction Account, the Funding GIC Account and each Funding
              (Issuer) GIC Account referred to in Clauses 4.4(a) through (g)
              herein shall be made forthwith upon receipt by the Mortgages
              Trustee, Funding or the Cash Manager, as the case may be, of the
              amount in question.

       (i)    For the avoidance of doubt, as soon as reasonably practicable
              after becoming aware of the same, the Cash Manager may, and
              shall, withdraw Cash from, as the case may be, the Mortgages
              Trustee Transaction Account, the Mortgages Trustee GIC Account,
              the Funding Transaction Account, the Funding GIC Account or any
              Funding (Issuer) GIC Account 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.

       (j)    The Cash Manager shall promptly notify each of the Mortgages
              Trustee, Funding and the Security Trustee of any additional
              account which supplements or replaces any account specifically
              referred to in the definitions of the "Mortgages Trustee
              Transaction Account", the "Mortgages Trustee GIC Account", the
              "Funding Transaction Account", the "Funding GIC Account" or any
              "Funding (Issuer) GIC Account" in the Master Definitions
              Schedule.

       (k)    Each of the Cash Manager, the Mortgages Trustee and Funding
              undertakes that, so far as it is able to procure the same, the
              Mortgages Trustee Transaction Account, the Mortgages Trustee GIC
              Account, the Funding Transaction Account and the Funding GIC
              Account and all instructions and Mandates in


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              relation thereto will continue to be operative and will not,
              save as provided in Clause 4.6 herein (Cash Management) or as
              permitted pursuant to the Bank Account Agreement, be changed
              without the prior written consent of the Security Trustee (such
              consent not to be unreasonably withheld or delayed). Each of the
              Cash Manager and Funding undertakes that, so far as it is able
              to procure the same, any Funding (Issuer) GIC Account and all
              instructions and Mandates in relation thereto will continue to
              be operative and will not, save as provided in Clause 4.6 herein
              (Cash Management) or as permitted pursuant to the related
              Funding (Issuer) Bank Account Agreement, be changed without the
              prior written consent of the Security Trustee (such consent not
              to be unreasonably withheld or delayed). For the avoidance of
              doubt, the Cash Manager may change the Authorised Signatories in
              respect of any instructions or Mandates relating to Funding
              and/or the Mortgages Trustee, without the prior written consent
              of the Security Trustee, in accordance with Clause 4.2
              (Amendment or Revocation) of the Bank Account Agreement or any
              Funding (Issuer) Bank Account Agreement, as the case may be.

4.5   Withdrawals:  The Cash Manager may make withdrawals:

       (a)    on behalf of the Mortgages Trustee from the Mortgages Trustee
              Transaction Account and the Mortgages Trustee GIC Account;

       (b)    on behalf of Funding from the Funding GIC Account, any Funding
              (Issuer) GIC Account and the Funding Transaction Account, but
              only:

              (i)    with the prior consent of the Security Trustee as
                     provided under the Funding Deed of Charge or following
                     receipt of a request for withdrawal in writing from the
                     Cash Manager on behalf of Funding; and

              (ii)   until receipt of an Intercompany Loan Enforcement Notice
                     served by the Security Trustee on Funding (with a copy to
                     the Funding Secured Creditors as soon as reasonable
                     thereafter in accordance with and subject to the Funding
                     Deed of Charge),

       as permitted by this Agreement, the Mortgages Trust Deed, the Bank
       Account Agreement, any Funding (Issuer) Bank Account Agreement, the
       Mortgages Trustee Guaranteed Investment Contract, the Funding
       Guaranteed Investment Contract, any Funding (Issuer) Guaranteed
       Investment Contract and the Funding Deed of Charge, but shall not in
       carrying out its functions as Cash Manager under this Agreement
       otherwise make withdrawals from the Mortgages Trustee Transaction
       Account, the Mortgages Trustee GIC Account or the Funding Bank
       Accounts. Following enforcement of the Funding Security, the Cash
       Manager will not be entitled to make withdrawals from any Funding
       Account other than in accordance with the instructions of the Security
       Trustee.

4.6    Cash Management: In administering the Mortgages Trustee Transaction
       Account, the Mortgages Trustee GIC Account, the Funding Transaction
       Account, the Funding GIC Account and any Funding (Issuer) GIC Account
       on behalf of the Mortgages Trustee, Funding and the Security Trustee,
       as applicable, the Cash Manager shall


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       comply with the provisions of Schedule 2 hereto prior to receipt by the
       Cash Manager of a copy of any Intercompany Loan Enforcement Notice
       served by the Security Trustee on Funding.

4.7    Contributions: Following the drawing of any Intercompany Loan by
       Funding from the First Issuer or any New Issuer on any date, the Cash
       Manager shall procure (i) the payment on such date by Funding to the
       Mortgages Trustee of Funding's Contribution to the Mortgages Trustee
       pursuant to the Mortgages Trust Deed and (ii) the application of such
       Contribution by the Mortgages Trustee for payment to the Seller of
       either (a) the amount of Initial Purchase Price for the sale of any New
       Mortgage Portfolio which is acquired by the Mortgages Trustee from the
       Seller on such date under the provisions of Mortgage Sale Agreement or
       (b) the amount of any Initial Consideration made to the Seller as
       Beneficiary under the Mortgages Trust Deed, as applicable.

4.8    Funding Reserve Fund: The Cash Manager, on behalf of Funding, may
       utilise the Funding Reserve Fund to fund initial reserves and other
       expenses in connection with the issuance of any New Notes by any New
       Issuer, to the extent that such initial reserves and expenses are to be
       established, or paid for, by Funding and are not funded pursuant to the
       terms of the Issuer Start Up Loan Agreement applicable to that New
       Issuer.

5.     Early Repayment Charges

       The Cash Manager shall withdraw any Early Repayment Charges paid into
       the Mortgages Trustee Transaction Account or the Mortgages Trustee GIC
       Account and pay the same to the Seller, by telegraphic transfer to such
       account as may be specified by the Seller from time to time, promptly
       following a request for such withdrawal being received from the Seller.
       For the avoidance of doubt, the Cash Manager shall not record the
       receipt or withdrawal of Early Repayment Charges in any of the ledgers
       maintained under this Agreement.

6.     No Liability

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

7.     Costs and Expenses

7.1    Funding and the Mortgages Trustee, proportionately in accordance with
       and subject to the applicable Funding Priority of Payments set out in
       the Funding Deed of Charge or the applicable Priority of Payments for
       the Mortgages Trustee under the Mortgages Trust Deed, as the case may
       be, will on each Payment Date reimburse the 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 Cash
       Manager in the performance of the Cash Management Services including
       any such costs, expenses or charges not reimbursed to the Cash Manager
       on any previous Payment


                                      14
<PAGE>


       Date and the Cash Manager shall supply Funding and/or the Mortgages
       Trustee with an appropriate VAT invoice issued by the Cash Manager or,
       if the 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 Funding, the Mortgages Trustee and
       the Security Trustee in writing (notified to the Cash Manager), Funding
       and the Mortgages Trustee shall be jointly and severally responsible
       for reimbursing the 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 herein.

8.     Information

8.1    Use of information technology systems:

       (a)    The Cash Manager represents and warrants that at the date hereof
              in respect of the software which is to be used by the Cash
              Manager in providing the 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 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 Mortgages Trustee, Funding and the
                     Security Trustee elect 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 Cash Manager shall use reasonable endeavours to maintain in
              working order the information technology systems used by the
              Cash Manager in providing the Cash Management Services.

       (d)    The 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 Mortgages Trustee, Funding and the Security
              Trustee elect as a substitute cash manager in accordance with
              the terms of this Agreement the benefit of any warranties in
              relation to the software insofar as the same are capable of
              assignment.

8.2    Bank Account Statements: The Cash Manager shall take all reasonable
       steps to ensure that it receives:


                                      15
<PAGE>


       (a)    a monthly bank statement in relation to each of the Mortgages
              Trustee Transaction Account and the Mortgages Trustee GIC
              Account (and any additional or supplemental bank account of the
              Mortgages Trustee) and that it furnishes a copy of such
              statements to the Mortgages Trustee, each of the Beneficiaries
              and the Security Trustee (upon its request); and

       (b)    monthly bank statements in relation to each of the Funding
              Transaction Account, the Funding GIC Account and any Funding
              (Issuer) GIC Account (and any additional or supplemental bank
              account of Funding) and that it furnishes a copy of such
              statements to Funding and the Security Trustee (upon its
              request).

8.3    Access to Books and Records: Subject to all applicable laws, the Cash
       Manager shall permit the Mortgages Trustee, Funding, the Auditors of
       the Mortgages Trustee and Funding, the Security Trustee and/or any
       other person nominated by the Security Trustee or the Beneficiaries (to
       whom the 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 Cash Management Services provided by the
       Cash Manager and related matters in accordance with this Agreement.

8.4    Statutory Obligations: The Cash Manager will use its reasonable
       endeavours on behalf of the Mortgages Trustee and Funding, to prepare
       or procure the preparation of and file all reports, annual returns,
       financial statements, statutory forms and other returns which each of
       the Mortgages Trustee and Funding is required by law to prepare and
       file. Subject to approval thereof by the directors of the Mortgages
       Trustee or Funding (as appropriate), the 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 Mortgages Trustee, the Security Trustee and Funding (as
       appropriate) and the Rating Agencies as soon as practicable after the
       end of each accounting reference period of the Mortgages Trustee or
       Funding (as appropriate).

8.5    Information Covenants:

       (a)    The Cash Manager shall provide the Mortgages Trustee, Funding,
              the Security Trustee, the Seller and the Rating Agencies:

              (i)    quarterly with a report in, or substantially in, the form
                     set out in Schedule 3A hereto in respect of the Mortgages
                     Trustee; and

              (ii)   quarterly with a report in, or substantially in, the form
                     set out in Schedule 3B hereto in respect of Funding.

            Such quarterly reports shall be delivered to the Mortgages
            Trustee, Funding, the Security Trustee (upon its request), the
            Seller and the Rating Agencies by the last Business Day of the
            month in which each Payment Date occurs.


                                      16
<PAGE>


       (b)    The Cash Manager shall provide, or procure the provision of, to
              the Mortgages Trustee, Funding, the Security Trustee (upon its
              request) and the Rating Agencies copies of any annual returns or
              financial statements referred to in Clause 8.4 herein (Statutory
              Obligations) as soon as reasonably practicable after the
              preparation thereof.

       (c)    The Cash Manager shall notify the Rating Agencies and the
              Security Trustee in writing of the details of (i) any material
              amendment to the Transaction Documents of which it is or becomes
              aware, (ii) the occurrence of an Intercompany Loan Event of
              Default or Potential Intercompany Loan Event of Default and
              (iii) any other information relating to the Cash Manager as the
              Rating Agencies and the Security Trustee may reasonably request
              in connection with its obligations under this Agreement,
              PROVIDED THAT any such request by the Security Trustee does not
              adversely interfere with the Cash Manager's day-to-day provision
              of the Cash Management Services under the other terms of this
              Agreement.

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

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

8.6    Together Connections Mortgage Loans and Connections Mortgage Loans:

       (a)    The Seller shall, upon request, use its reasonable endeavours
              to:

              (i)    provide the Cash Manager with such information
                     (including, but not limited to documentary information)
                     in its possession; and

              (ii)   do such other acts and things,

              that the Cash Manager may require in order for the Cash Manager
              to exercise its rights and comply with its obligations with
              respect to the Together Connections Mortgage Loans and the
              Connections Mortgage Loans and under


                                      17
<PAGE>


              the Transaction Documents with respect to the administration of
              such Mortgage Loans.

       (b)    The Cash Manager shall, upon request, use its reasonable
              endeavours to:

              (i)    provide the Seller with such information (including, but
                     not limited to documentary information) in its
                     possession; and

              (ii)   do such other acts and things,

              that the Seller may require in order for the Seller to, exercise
              its rights and comply with its obligations under the Together
              Connection Conditions and the Connection Conditions (where such
              rights and obligations are not required to be administered by
              the Mortgages Trustee, Funding, the Administrator or the Cash
              Manager under the Transaction Documents) and in respect of the
              products linked to the Together Connections Mortgage Loans and
              the Connections Mortgage Loans.

9.     Remuneration

9.1    Fee payable:

       (a)    Subject to paragraph (b) below, Funding and the Mortgages
              Trustee, proportionately in accordance with and subject to the
              applicable Funding Priority of Payments set out in the Funding
              Deed of Charge and the applicable Priority of Payments for the
              Mortgages Trustee under the Mortgages Trust Deed, as the case
              may be, shall pay to the Cash Manager for its Cash Management
              Services hereunder an annual cash management fee of (GBP)100,000
              for its services which will be paid quarterly.

       (b)    Unless and until otherwise agreed by Funding, the Mortgages
              Trustee and the Security Trustee in writing (notified to the
              Cash Manager), Funding and the Mortgages Trustee shall be
              jointly and severally responsible for paying the cash management
              fee to the 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
       herein (Fee Payable) shall only be payable to the Cash Manager on each
       Payment Date in the manner contemplated by, in accordance with and
       subject to the provisions of the applicable Priority of Payments for
       the Mortgages Trustee under the Mortgages Trust Deed and the applicable
       Funding Priority of Payments under the Funding Deed of Charge.

10.    Covenants, Representations and Warranties of the Cash Manager

10.1   Covenants: The Cash Manager hereby covenants with and undertakes to
       each of the Mortgages Trustee, Funding and the Security 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;


                                      18
<PAGE>


       (b)    it will comply with any proper directions, orders and
              instructions which the Mortgages Trustee, Funding or the
              Security 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 Security 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 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 Cash Management Services;

       (d)    it will not knowingly fail to comply with any legal requirements
              in the performance of the 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 Security
              Trustee amend or terminate any of the Transaction Documents save
              in accordance with their terms.

10.2   Duration of covenants: The covenants of the 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 Mortgages Trustee
       and/or Funding and/or the Security Trustee arising from breach of any
       such covenant prior to the date of termination of this Agreement.

10.3   Representations and Warranties: The Cash Manager hereby makes the
       representations and warranties to each of the Mortgages Trustee,
       Funding and the Security Trustee that are specified on Schedule 4
       hereto.

11.    Services Non-Exclusive

       Nothing in this Agreement shall prevent the 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
       Mortgages Trustee, Funding or the Security Trustee.

12.    Termination

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

       (a)    default is made by the Cash Manager in the payment on the due
              date of any payment due and payable by it under this Agreement
              or in the performance of its obligations under Clauses 4.4 and
              4.5 herein and such default continues unremedied for a period of
              five (5) London Business Days after the earlier of


                                      19
<PAGE>


              the Cash Manager becoming aware of such default and receiving
              written notice from the Security Trustee requiring the same to
              be remedied;

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

       (c)    the Cash Manager suffers an Insolvency Event,

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

       12.1.1 Upon termination of the appointment of the Cash Manager, the
              Security Trustee agrees to use its reasonable endeavours to
              appoint a substitute cash manager. Any substitute cash manager:

              (i)    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
                     Mortgages Trustee, Funding and the Security Trustee, and

              (ii)   must be a party that the Rating Agencies have previously
                     confirmed in writing to the Mortgages Trustee, Funding
                     and the Security Trustee will not cause the then-current
                     ratings of the Notes to be downgraded, withdrawn or
                     qualified.

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

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

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


                                      20
<PAGE>


       THAT:

       (a)    the Mortgages Trustee, Funding and the Security 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 and the 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 Mortgages Trustee and Funding
              under such agreement are charged in favour of the Security
              Trustee on terms satisfactory to the Security Trustee; and

       (d)    the then-current ratings of the 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 Cash Manager under this Agreement pursuant to this Clause
              12, all authority and power of the Cash Manager under this
              Agreement shall be terminated and be of no further effect and
              the Cash Manager shall not thereafter hold itself out in any way
              as the agent of the Mortgages Trustee, Funding or the Security
              Trustee pursuant to this Agreement.

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

              (i)    forthwith deliver (and in the meantime hold on trust for,
                     and to the order of, the Mortgages Trustee, Funding or
                     the Security Trustee, as the case may be) to the
                     Mortgages Trustee, Funding or the Security 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 Mortgages Trustee,
                     Funding or the Security Trustee, as the case may be (if
                     practicable, on the date of receipt), any monies then
                     held by the Cash Manager on behalf of the Mortgages
                     Trustee, Funding or, the Security Trustee and any other
                     assets of the Mortgages Trustee, Funding and the Security
                     Trustee;

              (ii)   take such further action as the Mortgages Trustee,
                     Funding or the Security Trustee, as the case may be, may
                     reasonably direct at the expense of the Mortgages Trustee
                     or Funding, provided that the Cash Manager 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
                     Funding, the Mortgages


                                      21
<PAGE>


                     Trustee and the Security Trustee, the directions of the
                     Security 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 Mortgages
                     Trustee, Funding or the Security 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 Mortgages Trustee,
                     Funding, or the Security Trustee or such nominee, as the
                     case may be.

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

12.5   General provisions relating to termination:

       (a)    Termination of this Agreement or the appointment of the Cash
              Manager under this Agreement shall be without prejudice to the
              liabilities of the Mortgages Trustee and Funding to the Cash
              Manager and vice versa incurred before the effective date of
              such termination. The 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 Mortgages Trustee, Funding or the
              Security Trustee.

       (b)    This Agreement shall terminate automatically at such time as
              Funding has no further interest in the Trust Property and all
              Intercompany Loans have been fully repaid or Funding's
              obligations under all Intercompany Loans have been otherwise
              discharged.

       (c)    On termination of the appointment of the Cash Manager under the
              provisions of this Clause 12, the Cash Manager shall be entitled
              to receive all fees and other monies accrued up to (but
              excluding) the date of termination subject to the applicable
              Funding Priority of Payments set out in the Funding Deed of
              Charge and/or the applicable Priority of Payments for the
              Mortgages Trustee under the Mortgages Trust Deed, as the case
              may be, but shall not be entitled to any other or further
              compensation. Such monies so receivable by the Cash Manager
              shall be paid by Funding and the Mortgages Trustee, on the dates
              on which they would otherwise have fallen due hereunder and
              under the terms of the Funding Deed of Charge and the Mortgages
              Trust Deed. For the avoidance of doubt, such termination shall
              not affect the Cash Manager's rights to receive payment of all
              amounts (if any) due to it from Funding and the Mortgages Trust
              Deed other than under this Agreement.


                                      22
<PAGE>


       (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
       herein (Co-Operation, etc.), the Mortgages Trustee and Funding shall
       upon request by the Cash Manager forthwith give to the Cash Manager
       such further powers of attorney or other written authorisations,
       mandates or instruments as are necessary to enable the Cash Manager to
       perform the Cash Management Services.

14.    Miscellaneous

14.1   No set-off: Each of the Seller and the Cash Manager agrees that it will
       not 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 be standing to the
       credit of the Mortgages Trustee Transaction Account, the Mortgages
       Trustee GIC Account, the Funding Transaction Account, the Funding GIC
       Account or any Funding (Issuer) GIC Account or any replacement of
       additional bank account of either the Mortgages Trustee or Funding.

14.2   No recourse:

       (a)    In relation to all sums due and payable by the Mortgages Trustee
              or Funding to the Cash Manager, the Cash Manager agrees that it
              shall have recourse only to sums paid to or received by (or on
              behalf of) the Mortgages Trustee or Funding pursuant to the
              provisions of the Transaction Documents, in each case subject to
              the Mortgages Trustee Revenue Priority of Payments and the
              Funding Priority of Payments.

       (b)    For the avoidance of doubt, the Security Trustee shall not be
              liable to pay any amounts due under Clause 7 (Costs and
              Expenses), but without prejudice to the obligations of the
              Mortgages Trustee or Funding, as the case may be, or any
              receiver appointed pursuant to the Funding Deed of Charge in
              respect of such amounts.

       (c)    Notwithstanding any other provisions of this Agreement, all
              obligations to, and rights of, the Security Trustee under or in
              connection with this Agreement (other than its obligations under
              Clause 13 herein (Further Assurances)) shall automatically
              terminate upon the discharge in full of the Funding 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.


                                      23
<PAGE>


15.    Confidentiality

       During the continuance of this Agreement or after its termination, each
       of the Mortgages Trustee, the Cash Manager, the Seller, Funding and the
       Security 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, an Event of Default,
              an Intercompany Loan Event of Default or a Cash Manager
              Termination Event, the protection or enforcement of any of its
              rights under any of the Transaction Documents or in connection
              herewith or therewith or for the purpose of discharging, in such
              manner as it thinks fit, its duties under or in connection with
              such agreements in each case to such persons as require to be
              informed of such information for such purposes; or

       (f)    in relation to any information disclosed to the professional
              advisers of the recipient or (in connection with a prospective
              rating of any debt to be issued by any Issuer) to any credit
              rating agency or any prospective new cash manager or prospective
              new security 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 Mortgages Trustee and Funding: Neither of the
       Mortgages Trustee nor Funding may assign or transfer any of its
       respective rights and obligations under this Agreement without the
       prior written consent of:


                                      24
<PAGE>


       (a)    in the case of the Mortgages Trustee, each of the Beneficiaries
              and the Security Trustee; and

       (b)    in the case of Funding, each of the Security Trustee and the
              Cash Manager,

       except that Funding may assign its respective rights hereunder without
       such consent pursuant to the Funding Deed of Charge.

17.2   No assignment by Cash Manager: The Cash Manager may not assign or
       transfer any of its rights and obligations under this Agreement without
       the prior written consent of the Mortgages Trustee, each of the
       Beneficiaries and the Security Trustee.

18.    The Security Trustee

18.1   Change in Security Trustee: If there is any change in the identity of
       the security trustee in accordance with the Funding Deed of Charge, the
       Cash Manager, the Seller, Funding and the Mortgages Trustee shall
       execute such documents and take such action as the successor security
       trustee and the outgoing security trustee may require for the purpose
       of vesting in the successor security trustee the rights and obligations
       of the outgoing security trustee under this Agreement and releasing the
       outgoing security 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 Security Trustee shall not assume or
       have any of the obligations or liabilities of the Cash Manager, the
       Seller, Funding or the Mortgages Trustee under this Agreement.
       Furthermore, any liberty or power which may be exercised or any
       determination which may be made hereunder by the Security Trustee may
       be exercised or made in the Security 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 Funding Deed of Charge.

19.    New Intercompany Loan Agreements

       If Funding enters into a New Intercompany Loan Agreement, then the Cash
       Manager, the Seller, Funding, the Security Trustee and the Mortgages
       Trustee shall execute such documents and take such action as may be
       necessary or required by the Rating Agencies for the purpose of
       including the New Issuer, any Basis Rate Swap Provider, any Currency
       Swap Provider, any New Start-up Loan Provider and any other person who
       has executed an Accession Undertaking or any New Intercompany Loan
       Agreement in the Transaction Documents.

20.    Non Petition Covenant; Limited Recourse

20.1   Only Trustee to Enforce: The Cash Manager hereby undertakes to each of
       the other parties hereto that only the Security Trustee may enforce the
       security created in favour of the Security Trustee by the Funding Deed
       of Charge in accordance with the provisions thereof.

20.2   Limited Recourse: The Cash Manager hereby undertakes to each of the
       other parties hereto that, notwithstanding any other provision of this
       Agreement or any other


                                      25
<PAGE>


       Transaction Document, no sum due or owing to the Cash Manager from or
       by Funding or the Mortgages Trustee under this Agreement shall be
       payable by Funding or the Mortgages Trustee except to the extent that
       Funding or the Mortgages Trustee, as applicable, has sufficient funds
       available subject to the applicable Funding Priority of Payments set
       out in the Funding Deed of Charge or the applicable Priority of
       Payments for the Mortgages Trustee under the Mortgages Trust Deed, as
       the case may be, or, following enforcement of the Funding Security the
       Security Trustee has realised sufficient funds from the Funding
       Security to pay such sum subject to and in accordance with the relevant
       Funding Priority of Payments, and provided that all liabilities of
       Funding or the Mortgages Trustee required to be paid in priority
       thereto or pari passu therewith pursuant to the applicable Funding
       Priority of Payments set out in the Funding Deed of Charge or the
       applicable Priority of Payments for the Mortgages Trustee under the
       Mortgages Trust Deed, as the case may be, have been paid, discharged
       and/or otherwise provided for in full.

20.3   Non-Petition: The 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 Funding or the Mortgages
       Trustee 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, either Funding or the Mortgages Trustee
       or for the appointment of a receiver, administrator, liquidator or
       similar officer of Funding or the Mortgages Trustee in respect of any
       or all of its revenues except to the extent expressly permitted under
       the Funding Deed of Charge or the Mortgages Trust Deed, as the case may
       be.

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

20.5   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.


                                      26
<PAGE>


21.    Amendments and Waiver

21.1   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 Transaction Documents.

21.2   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.

21.3   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.

21.4   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.

22.    Notices

       Any notices or other communication or document to be given or delivered
       pursuant to this Agreement to any of the parties hereto shall be
       sufficiently served if sent by prepaid first class post, by hand or by
       facsimile transmission and shall be deemed to be given (in the case of
       facsimile transmission) when despatched or (where delivered by hand) on
       the day of delivery if delivered before 17.00 hours on a 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 Cash Manager and the Seller, 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 Mortgages Trustee, to Granite Finance
              Trustees Limited, 22 Grenville Street, St. Helier, Jersey JE4
              8PX, Channel Islands (facsimile number 0153 469 9333) for the
              attention of Securitisation Team, Treasury;

       (c)    in the case of Funding, to Granite Finance Funding Limited, 4
              Royal Mint Court, London EC3N 4HJ (facsimile number 020 7073
              7874) for the attention of Securitisation Team, Treasury;

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


                                      27
<PAGE>


       (e)    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;

       (f)    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 Jodi van
              Breda;

       (g)    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 Heather Dyke;

       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 22. All notices served
       under this Agreement shall be simultaneously copied to the Security
       Trustee by the person serving the same.

23.    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.

24.    Execution in Counterparts; Severability

24.1   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.

24.2   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.

25.    Governing Law and Submission to Jurisdiction

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

25.2   Submission to 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.

25.3   Process Agent: The Mortgages Trustee irrevocably and unconditionally
       appoints Mourant & Co. Capital (SPV) Limited at 4 Royal Mint Court,
       London EC3N 4HJ or


                                      28
<PAGE>


       otherwise at its registered office for the time being as its agent for
       service of process in England in respect of any proceedings in respect
       of this Agreement and undertakes that in the event of Mourant & Co.
       Capital (SPV) Limited ceasing so to act it will appoint another person
       with a registered office in London as its agent for service of process.

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

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



                                      29
<PAGE>


                                  SCHEDULE 1
                         The Cash Management Services

The Cash Manager shall:

       (a)    make the determinations set out in Schedule 2 hereto;

       (b)    invest sums, if any, standing to the credit of the Funding
              Transaction Account in short-term Authorised Investments as
              determined by Funding and, if applicable, the Security Trustee;

       (c)    invest sums, if any, standing to the credit of the Mortgages
              Trustee Transaction Account in short-term Authorised Investments
              as determined by the Mortgages Trustee and, if applicable, the
              Security Trustee;

       (d)    maintain the Funding Principal Deficiency Ledger, and record (1)
              any principal Losses on the Mortgage Loans allocated to Funding
              pursuant to the terms of the Mortgages Trust and (2) to record
              the application of Funding Available Principal Receipts to any
              Issuer to fund the Issuer Liquidity Reserve Fund of any Issuer.

       (e)    provide the Mortgages Trustee, Funding, the Security Trustee
              (upon its request) and the Rating Agencies with quarterly
              reports in relation to the Mortgages Trustee and Funding as set
              forth on Schedule 3;

       (f)    operate the Mortgages Trustee Transaction Account, the Mortgages
              Trustee GIC Account, the Funding GIC Account, any Funding
              (Issuer) GIC Account and the Funding Transaction Account and
              ensure that payments are made into and from such accounts in
              accordance with this Agreement, the Mortgages Trust Deed, the
              Funding Deed of Charge, the Bank Account Agreement, any Funding
              (Issuer) Bank Account Agreement, the Mortgages Trustee
              Guaranteed Investment Contract, the Funding Guaranteed
              Investment Contract, any Funding (Issuer) Guaranteed Investment
              Contract and any other applicable Transaction Document, PROVIDED
              HOWEVER, that nothing herein shall require the Cash Manager to
              make funds available to the Mortgages Trustee or Funding to
              enable such payments to be made other than as expressly required
              by the provisions of this Agreement;

       (g)    in relation to the payments to be made to each Issuer, make
              withdrawals under the Issuer Reserve Fund, if required;

       (h)    in relation to the payments to be made to each Issuer, make any
              required withdrawals under the Issuer Liquidity Reserve Fund;

       (i)    maintain any Issuer Reserve Fund Ledger, and record the amount
              credited to any Issuer Reserve Fund on the Initial Closing Date,
              and subsequent withdrawals and deposits in respect of any Issuer
              Reserve Fund;

       (j)    maintain any Issuer Liquidity Reserve Ledger, if any, and record
              the amount credited to any Issuer Liquidity Reserve Fund from
              time to time, and


                                      30
<PAGE>


              subsequent withdrawals and deposits in respect of any Issuer
              Liquidity Reserve Fund;

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

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

       (m)    make all filings, give all notices and make all registrations
              and other notifications required in the day-to-day operation of
              the respective businesses of the Mortgages Trustee and Funding
              or required to be given by the Mortgages Trustee or Funding
              pursuant to the Transaction Documents;

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

       (o)    without prejudice to the role of and in conjunction with the
              Corporate Services Provider to Funding and the Mortgages Trustee
              under the relevant Corporate Services Agreement, keep general
              books of account and records of the Mortgages Trustee and
              Funding; 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;

       (p)    without prejudice to the role of and in conjunction with the
              Corporate Services Provider to Funding and the Mortgages Trustee
              under the relevant Corporate Services Agreement, provide or
              procure the provision of company secretarial and administration
              services to the Mortgages Trustee and Funding including the
              keeping of all registers and the making of all returns and
              filings required by applicable law or by U.S., U.K. or Jersey
              regulatory authorities (including the Securities and Exchange
              Commission), co-operate in the convening of board and general
              meetings and provide registered office facilities;

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

              (i)    all Taxes which may be due or payable by the Mortgages
                     Trustee and Funding;


                                      31
<PAGE>


              (ii)   all registration, transfer, filing and other fees and
                     other charges payable in respect of the sale by the
                     Seller of the Mortgage Portfolio to the Mortgages
                     Trustee;

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

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

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

              (vi)   all premiums payable by the Mortgages Trustee in respect
                     of the Insurance Policies;

       (r)    at the request of Funding (and following the enforcement of the
              Funding Security, with the prior written consent of the Security
              Trustee), the Cash Manager may invest monies standing from time
              to time to the credit of the Funding GIC Account or any Funding
              (Issuer) GIC Account (including any amounts credited thereto and
              representing amounts standing to the credit of such Issuer
              Liquidity Reserve Fund, if any) in Authorised Investments,
              subject to the following provisions:

              (i)    any such Authorised Investment shall be made in the joint
                     names of Funding and the Security Trustee;

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

              (iii)  all income or proceeds following the disposal or maturity
                     of Authorised Investments shall be credited to the
                     Funding GIC Account or any Funding (Issuer) GIC Account,
                     as applicable; and

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

            The Security Trustee and the Cash Manager shall not be responsible
            (save where any loss results from the Security Trustee's or the
            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; and

       (s)    take such other action or provide any other Cash Management
              Services as is required in the Transaction Documents.


                                      32
<PAGE>


                                  SCHEDULE 2
                  Cash Management and Maintenance of Ledgers

1.     Determination

       (a)    On or before each Distribution Date based on the aggregate
              amount of monies standing to the credit of the Mortgages Trustee
              Transaction Account and the Mortgages Trustee GIC Account as at
              close of business on the preceding day, the Cash Manager shall
              determine each of the following:

              (i)    the amount of Principal Receipts and Revenue Receipts
                     received during the immediately preceding Trust
                     Calculation Period and during each Interim Calculation
                     Period (as defined in the Mortgages Trust Deed), if any,
                     during such immediately preceding Trust Calculation
                     Period;

              (ii)   the amount of any Mortgages Trustee Available Revenue
                     Receipts received during the immediately preceding Trust
                     Calculation Period;

              (iii)  the amount of any net credit on the Non-Flexible
                     Overpayments Sub Ledger;

              (iv)   the amount of Mortgages Trustee Available Revenue
                     Receipts and Principal Receipts to be distributed to
                     Funding and to the Seller on such Distribution Date;

              (v)    whether each of the Issuer Arrears Test, the Issuer
                     Reserve Requirement and the Subordinated Principal Test
                     is satisfied on such date and shall promptly notify the
                     Issuer Cash Manager of such determinations; and

              (vi)   the various amounts, balances and rates to be calculated
                     in accordance with any Basis Rate Swap and/or any
                     Currency Rate Swap, and shall promptly notify each
                     Issuer, each Issuer Cash Manager, the Note Trustee and
                     each Calculation Agent (as defined in each Basis Rate
                     Swap Agreement and Currency Swap Agreement) of such
                     amounts, balances and rates.

       (b)    On or before each Distribution Date (and, in respect of Clause
              1(b)(ii) below, on each Assignment Date and Funding Contribution
              Date), the Cash Manager shall determine each of the following:

              (i)    the amount of any Losses incurred on the Mortgage Loans
                     during the immediately preceding Trust Calculation Period
                     and during each Interim Calculation Period (as defined in
                     the Mortgages Trust Deed), if any, during such
                     immediately preceding Trust Calculation Period;

              (ii)   (the Funding Share, the Seller Share, the Funding Share
                     Percentage and the Seller Share Percentage in accordance
                     with Clause 8


                                      33
<PAGE>


                     (Adjustment of Funding Share Percentage and Seller Share
                     Percentage) of the Mortgages Trust Deed;

              (iii)  to the extent (i) the Seller has sold and assigned New
                     Mortgage Loans, or (ii) Funding has made a Further
                     Contribution, to the Mortgages Trustee during the
                     immediately preceding Trust Calculation Period, the
                     Weighted Average Funding Share Percentage and the
                     Weighted Average Seller Share Percentage (in respect of
                     Revenue Receipts, Principal Receipts and Losses) in
                     accordance with Clause 8.3 (Weighted Average Funding
                     Share Percentage) and Clause 8.7 (Weighted Average Seller
                     Share Percentage), respectively, of the Mortgages Trust
                     Deed; and

              (iv)   the Minimum Seller Share in accordance with Clause 9.2
                     (Fluctuation of Minimum Seller Share on each Distribution
                     Date) of the Mortgages Trust Deed.

       (c)    On each Distribution Date, in relation to the Mortgages Trustee
              Revenue Receipts received from the Mortgages Trustee on such
              Distribution Date, the Cash Manager shall determine each of the
              following amounts:

              (i)    an amount equal to all amounts to be applied on the
                     immediately succeeding Payment Dates for Group 1 Issuers
                     and Group 2 Issuers set forth under items (A)-(D) of the
                     Funding Pre-Enforcement Revenue Priority of Payments or,
                     as the case may be, items (A)-(C) of the Funding
                     Post-Enforcement Priority of Payments, and

              (ii)   an amount which is equal to the lesser of:

                     (A)    an amount equal to the aggregate of the amounts to
                            be applied on the immediately succeeding Payment
                            Date for all Group 1 Issuers as set forth under
                            items (E)-(Q) of the Funding Pre-Enforcement
                            Revenue Priority of Payments or, as the case may
                            be, items (D)-(G) of the Funding Post-Enforcement
                            Priority of Payments (but excluding any principal
                            amount due under any Intercompany Loan (save that,
                            for the avoidance of doubt, such exclusion shall
                            not apply in respect of any Group 1 Available
                            Revenue Receipts which are applied by any Group 1
                            Issuer to credit that Issuer's Principal
                            Deficiency Ledgers and thereby reduce the
                            principal payable under that Issuer's Intercompany
                            Loan) and any amount of Deferred Contribution
                            under item (P) of the Funding Pre-Enforcement
                            Revenue Priority of Payments and/or item (F) of
                            the Funding Post-Enforcement Priority of
                            Payments), less all other amounts (not derived
                            from the distribution of Mortgages Trustee
                            Available Revenue Receipts under the Mortgages
                            Trust) which will constitute Group 1 Available
                            Revenue Receipts on the immediately succeeding
                            Payment Date; and

                     (B)    an amount (not less than zero) equal to:


                                      34
<PAGE>


                            remaining Mortgages
                            Trustee Available
                            Revenue Receipts       x  Group 1 Share Percentage
                            allocated to Funding

              (iii)  an amount which is equal to the lesser of:

                     (A)    an amount equal to the aggregate of the amounts to
                            be applied on the immediately succeeding Payment
                            Date for all Group 2 Issuers as set forth under
                            items (E)-(Q) of the Funding Pre-Enforcement
                            Revenue Priority of Payments or, as the case may
                            be, items (D)-(G) of the Funding Post-Enforcement
                            Priority of Payments (but excluding any principal
                            amount due under any Intercompany Loan (save that,
                            for the avoidance of doubt, such exclusion shall
                            not apply in respect of any Group 2 Available
                            Revenue Receipts which are applied by any Group 2
                            Issuer to credit that Issuer's Principal
                            Deficiency Ledger and thereby reduce the principal
                            payable under that Issuer's Intercompany Loan) and
                            any amount of Deferred Contribution under item (P)
                            of the Funding Pre-Enforcement Revenue Priority of
                            Payments and/or item (F) of the Funding
                            Post-Enforcement Priority of Payments), less all
                            other amounts (not derived from the distribution
                            of Mortgages Trustee Available Revenue Receipts
                            under the Mortgages Trust) which will constitute
                            Group 2 Available Revenue Receipts on the
                            immediately succeeding Payment Date; and

                     (B)    an amount (not less than zero) equal to:

                            remaining Mortgages
                            Trustee Available
                            Revenue Receipts       x  Group 2 Share Percentage
                            allocated to Funding

              (iv)   either:

                     (A)    an amount in respect of all Group 1 Issuers
                            towards any remaining revenue amounts which will
                            be due and payable (taking into account the amount
                            determined under paragraph 1(c)(ii) above) on the
                            immediately succeeding Payment Date for Group 1
                            Issuers under such Issuers' Intercompany Loans; or

                     (B)    an amount in respect of all Group 2 Issuers
                            towards any remaining revenue amounts which will
                            be due and payable (taking into account the amount
                            determined under paragraph 1(c)(iii) above) on the
                            immediately succeeding Payment Date for Group 2
                            Issuers under such Issuers' Intercompany Loans;

              Following determination of the amounts under this paragraph
              1(c), the Cash Manager shall allocate the Mortgages Trustee
              Available Principal Receipts to expenses, the Group 1 Issuers
              and the Group 2 Issuers by recording such amounts on the Funding
              Expenses Sub-Ledger, the Group 1 Revenue Sub-


                                      35
<PAGE>


              Ledger or the Group 2 Revenue Sub-Ledger, as the case may be, as
              set forth in paragraph 13 below.

       (d)    On each Distribution Date in relation to Mortgages Trustee
              Available Principal Receipts received from the Mortgages Trustee
              on such Distribution Date and amounts standing to the credit of
              the Funding Principal Ledger (taking into account amounts
              already standing to the credit of the Group 1 Principal
              Sub-Ledger and the Group 2 Principal Sub-Ledger), the Cash
              Manager shall determine each of the following amounts as
              follows:-

              (i)    (A)    for each Issuer, an amount by which the Issuer
                            Liquidity Reserve Fund relating to that Issuer
                            will be less than the Issuer Liquidity Reserve
                            Required Amount, in each case prior to the
                            distribution of Group 1 Available Principal
                            Receipts or Group 2 Available Principal Receipts,
                            as applicable, on the Payment Date for such Issuer
                            immediately succeeding such Distribution Date; and

                     (B)    for each Issuer, an amount distributable on the
                            immediately succeeding Payment Dates for Group 1
                            Issuers and Group 2 Issuers to any Group 1 and
                            Group 2 Issuers in respect of Money Market Notes
                            of such Issuers having Controlled Amortisation
                            Amounts due on such Payment Dates;

              (ii)   (A)    an amount which is equal to the lesser of:-

                            (1)    the principal amount due on the
                                   Intercompany Loans of all Group 1 Issuers
                                   equal to the Controlled Amortisation
                                   Amounts due for non-Money Market Notes, if
                                   any, on the Payment Date for Group 1
                                   Issuers immediately succeeding such
                                   Distribution Date (in each case determined
                                   on the assumption that the Issuer Reserve
                                   Requirement, the Issuer Arrears Test and
                                   the Subordinated Principal Test are
                                   satisfied on that Payment Date); and

                            (2)    an amount equal to:

                                   Mortgages Trustee
                                   Principal Receipts plus
                                   any amounts standing to
                                   the credit of the Funding  x   Group 1 Share
                                   Principal Ledger (less         Percentage
                                   any amounts applied in
                                   paragraph (i) above)

                     (B)    an amount which is equal to the lesser of:

                            (1)    the principal amount due on the
                                   Intercompany Loans of all Group 2 Issuers
                                   equal to the Controlled Amortisation
                                   Amounts due for non-Money Market Notes, if
                                   any, on the Payment Date for Group 2
                                   Issuers immediately


                                      36
<PAGE>


                                   succeeding such Distribution Date (in each
                                   case determined on the assumption that the
                                   Issuer Reserve Requirement, the Issuer
                                   Arrears Test and the Subordinated Principal
                                   Test are satisfied on that Payment Date);
                                   and

                            (2)    an amount equal to:

                                   Mortgages Trustee
                                   Principal Receipts plus
                                   any amounts standing to
                                   the credit of the Funding  x   Group 2 Share
                                   Principal Ledger (less         Percentage
                                   any amounts applied in
                                   paragraph (i) above)

              (iii)  either:

                     (A)    an amount in respect of all Group 1 Issuers
                            towards any principal amounts remaining which will
                            be due and payable (taking into account the amount
                            determined under paragraphs 1(d)(i)(B) and
                            1(d)(ii)(A) above) on the immediately succeeding
                            Payment Date under such Issuers' Intercompany
                            Loans (in each case determined on the assumption
                            that the Issuer Reserve Requirement, the Issuer
                            Arrears Test and the Subordinated Principal Test
                            are satisfied on that Payment Date); or

                     (B)    an amount in respect of all Group 2 Issuers
                            towards any principal amounts remaining which will
                            be due and payable (taking into account the amount
                            determined under paragraphs 1(d)(i)(B) and
                            1(d)(ii)(B) above) on the immediately succeeding
                            Payment Date under such Issuers' Intercompany
                            loans (in each case determined on the assumption
                            that the Issuer Reserve Requirement, the Issuer
                            Arrears Test and the Subordinated Principal Test
                            are satisfied on that Payment Date).

              For purposes of calculating the Group 1 Share Percentage and the
              Group 2 Share Percentage in paragraphs 1(d)(ii)(A)(2) and
              1(d)(ii)(B)(2) above, respectively, the Outstanding Principal
              Balance of the relevant Intercompany Loan shall be deemed to be
              reduced by the amount of: (a) any deficiency recorded on the
              Issuer Principal Deficiency Ledger of that Issuer as at the
              relevant Payment Date, but only to the extent that such
              deficiency has arisen as a result of (i) losses on the Mortgage
              Loans allocated by Funding to that Issuer and/or (ii) the
              application of Funding Available Principal Receipts to fund the
              Issuer Liquidity Reserve Fund of that Issuer but not as a result
              of any other principal deficiency of that Issuer; and (b) the
              Outstanding Principal Balance as of such Payment Date of any
              Special Repayment Notes issued by that Issuer.


                                      37
<PAGE>


              Following determination of the amounts under this paragraph
              1(d), the Cash Manager shall allocate the Mortgages Trustee
              Available Principal Receipts to the Group 1 Issuers and Group 2
              Issuers by recording such the amounts on the Group 1 Principal
              Sub-Ledger or Group 2 Principal Sub-Ledger, as the case may be,
              as set forth in paragraph 16 below.

       (e)    No later than each Distribution Date immediately prior to each
              Payment Date, the Cash Manager shall determine each of the
              following:

              (i)    the amount of any Group 1 Available Revenue Receipts or
                     Group 2 Available Revenue Receipts, as applicable, to be
                     applied on the relevant Payment Date in accordance with
                     the Funding Pre-Enforcement Revenue Priority of Payments;
                     and

              (ii)   the amount of any Group 1 Available Principal Receipts or
                     Group 2 Available Principal Receipts, as applicable, to
                     be applied on the following Payment Date in accordance
                     the Funding Pre-Enforcement Principal Priority of
                     Payments.

       (f)    No later than each Distribution Date immediately prior to each
              Payment Date, the Cash Manager shall determine each of the
              following:

              (i)    the amount of any Issuer Allocable Revenue Receipts for
                     each Issuer to be applied on the relevant Payment Date in
                     accordance with the Funding Pre-Enforcement Revenue
                     Priority of Payments;

              (ii)   the amount of any Issuer Allocable Principal Receipts for
                     each Issuer to be applied on the following Payment Date
                     in accordance the Funding Pre-Enforcement Principal
                     Priority of Payments; and

              (iii)  the amount of any Group 1 Shared Issuer Revenue Receipts
                     or Group 2 Shared Issuer Revenue Receipts and Group 1
                     Shared Issuer Principal and Group 2 Receipts Shared
                     Issuer Principal Receipts to be applied on the following
                     Payment Date in accordance with the Funding Priority of
                     Payments.

       (g)    The Cash Manager shall make all the determinations referred to
              in paragraphs 1(a) to (f) herein on the basis of the following
              assumptions:

              (i)    that the amount of any Losses will not increase;

              (ii)   that any debit balance on any Issuer Principal Deficiency
                     Ledger will not increase; and

              (iii)  such other assumptions (including without limitation as
                     to the amount of any payments or provisions to be made in
                     accordance with the applicable Funding Priority of
                     Payments during the period from and including the
                     Distribution Date immediately prior to each Payment Date
                     to and excluding such Payment Date) as the Cash Manager
                     considers appropriate.


                                      38
<PAGE>


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

       (h)    The Cash Manager shall:

              (i)    make or procure to be made all returns and filings
                     required to be made by Funding and the Mortgages Trustee;

              (ii)   itself on behalf of Funding and the Mortgages Trustee,
                     provided that such moneys are at the relevant time
                     available to Funding and the Mortgages Trustee, pay all
                     out-of-pocket expenses of Funding and the Mortgages
                     Trustee incurred in the performance of the Cash Manager's
                     duties hereunder including, without limitation, all fees
                     payable to the London Stock Exchange Limited.

       (i)    The Cash Manager shall, if necessary, perform all currency
              conversions free of charge, cost or expense at the relevant
              exchange rate (for the purposes of any calculations referred to
              above, (i) 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% being rounded down to
              9.87654% and (ii) any currency amounts used in or resulting from
              such calculations will be rounded in accordance with the
              relevant market practice).

       (j)    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

       The Cash Manager shall cause each determination of Principal Receipts,
       Revenue Receipts, Losses, Mortgages Trustee Available Revenue Receipts,
       the Funding Share, the Seller Share, the Funding Share Percentage, the
       Seller Share Percentage, the Weighted Average Funding Share Percentage,
       the Weighted Average Seller Share Percentage and the Minimum Seller
       Share to be notified forthwith to the Mortgages Trustee, the
       Beneficiaries and the Security Trustee and will cause each
       determination of Group 1 Available Principal Receipts, Group 2
       Available Principal Receipts, Group 1 Available Revenue Receipts, Group
       2 Available Revenue Receipts and the determinations made under
       paragraphs 1(c) and 1(d) above to be notified forthwith to Funding, the
       Security Trustee and the Issuer Cash Manager.

3.     Priority of Payments for Mortgages Trustee Available Revenue Receipts

       The Cash Manager shall (unless the intended recipient of the relevant
       payment agrees otherwise) on each Distribution Date withdraw Cash from
       the Mortgages Trustee GIC Account and/or, in the case of sums to be
       provided for, retain Cash in the amounts required (to the extent that
       such withdrawal does not cause the Mortgages Trustee GIC Account to
       become overdrawn or, if any amounts are retained by way of provision
       for the relevant liability and are thus not withdrawn, to the extent
       that


                                      39
<PAGE>


       withdrawal of those amounts that are withdrawn would not, if such
       retained amounts were also to be withdrawn, cause the balance on the
       Mortgages Trustee GIC Account to become overdrawn). The aggregate
       amount of the withdrawal shall equal the Mortgages Trustee Available
       Revenue Receipts on each Distribution Date. The withdrawal shall be
       used to make the payments and provisions in the order of priority set
       out in Clause 10.2 (Distribution of Mortgages Trustee Available Revenue
       Receipts) of the Mortgages Trust Deed (in each case only if and to the
       extent that payments or provisions of a higher priority have been made
       in full).

4.     Priority of Payments for Mortgages Trustee Principal Receipts

       The Cash Manager shall (unless the intended recipient of the relevant
       payment agrees otherwise) on each Distribution Date, (i) withdraw Cash
       from the Mortgages Trustee GIC Account in an amount equal to the
       Mortgages Trustee Principal Receipts (to the extent only that such
       withdrawal does not cause the Mortgages Trustee GIC Account to become
       overdrawn or, if any amounts are retained by way of provision for the
       relevant liability and are thus not withdrawn, to the extent that
       withdrawal of those amounts that are withdrawn would not, if such
       retained amounts were also to be withdrawn, cause the balance on the
       Mortgages Trustee GIC Account to become overdrawn) to make the payments
       in the order of priority set out in Clause 11 of the Mortgages Trust
       Deed (Distribution of Principal Receipts) and/or, (ii) until such time
       as the same may be distributed in accordance with the Mortgages Trust
       Deed, retain Cash in the Mortgages Trustee GIC Account in the amount of
       any net credit on the Non-Flexible Overpayments Sub Ledger.

5.     Priority of Payments for Funding Available Revenue Receipts

       Group 1 Available Revenue Receipts and Group 2 Available Revenue
       Receipts (including Issuer Allocable Revenue Receipts) will be applied
       by the Cash Manager on the relevant Payment Dates until enforcement of
       the Funding Security pursuant to the Funding Deed of Charge or until
       such time as there are no outstanding Funding Secured Obligations, in
       making such payments and provisions in the order of priority set out in
       the Funding Pre-Enforcement Revenue Priority of Payments (in each case
       only if and to the extent that payments or provisions of a higher
       priority have been made in full) as set out in Part I of Schedule 3 to
       the Funding Deed of Charge (as the same may be amended, varied or
       restated from time to time).

6.     Priority of Payments for Funding Available Principal Receipts

       Group 1 Available Principal Receipts and Group 2 Available Principal
       Receipts (including Issuer Allocable Principal Receipts) will be
       applied by the Cash Manager on each Payment Date until enforcement of
       the Funding Security pursuant to the Funding Deed of Charge or until
       such time as there are no outstanding Funding Secured Obligations, in
       making such payments and provisions in the 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) set out in Part II of Schedule 3 to
       the Funding Deed of Charge.


                                      40
<PAGE>


7.     Other Payments

       Each of the Beneficiaries and the Cash Manager agrees, and the
       Mortgages Trustee concurs, that (save as otherwise specified below) the
       following payments may be made from the Mortgages Trustee GIC Account
       (to the extent that withdrawal of those amounts would not cause the
       balance of the Mortgages Trustee GIC Account to become overdrawn) on
       any date:

       (a)    if any amount has been received from a Borrower for the express
              purpose of payment being made to a third party for the provision
              of a service (including giving insurance cover) to any of that
              Borrower or the Seller or the Mortgages Trustee, to pay such
              amount when due to such third party or, in the case of the
              payment of an insurance premium, where such third party and the
              Cash Manager have agreed that payment of commission should be
              made by deduction from such insurance premium, to pay such
              amount less such commissions when due to such third party and to
              pay such commission to the Cash Manager and to pay any premiums
              in respect of any Insurance Policy or other insurance policy
              relating to any Mortgage Loan comprised in the Mortgage
              Portfolio;

       (b)    to pay to any person (including the Cash Manager) any amounts
              due arising from any unintentional overpayment (and not an
              Overpayment) by any person or arising from any reimbursement by
              any person of any such overpayment (including, for the avoidance
              of doubt, where arising from the failure of a direct debit);

       (c)    to pay when due (but subject to any right to refuse or withhold
              payment or of set-off that has arisen by reason of the
              Borrower's breach of the terms of the relevant Mortgage or
              Mortgage Loan) any amount payable to a Borrower under the terms
              of the Mortgage or the Mortgage Loan to which that Borrower is a
              party, and to pay when due any amount payable by the Mortgages
              Trustee to the Seller pursuant to Clauses 3.2, 4.5 and 5.2 of
              the Mortgage Sale Agreement;

       (d)    to pay to the Seller any amounts (including, for the avoidance
              of doubt, any Early Repayment Charges) received and held by the
              Mortgages Trustee on trust for the Seller pursuant to Clause 5
              (Trust of Monies) of the Mortgage Sale Agreement;

       (e)    to pay when due and payable any amounts due and payable by the
              Mortgages Trustee to third parties and incurred without breach
              by the Mortgages Trustee of the Mortgages Trust Deed and not
              provided for payment elsewhere in this paragraph 7;

       (f)    to refund any amounts due arising from the rejection of any
              payments in respect of a Mortgage Loan and any other amounts
              which have not been received by the Mortgages Trustee as cleared
              funds; and

       (g)    to refund to the Seller any amounts which represent amounts
              received from Borrowers but which do not form part of the
              Mortgage Account or comprise


                                      41
<PAGE>


              unpaid interest as at the relevant Closing Date and which are
              amounts owed by such Borrowers in respect of any period prior to
              the relevant Closing Date as and when identified by the Cash
              Manager and if a Borrower fails to pay the full amount that it
              owes, the Cash Manager shall be obliged to refund to the Seller
              only such portion of the amount which relates to any period
              prior to the relevant Closing Date.

8.     Use of Ledgers

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

       Except in the case of the Funding Principal Deficiency Ledger, a debit
       item shall only be made in respect of any of the Mortgages Trustee
       Ledgers and the Funding Ledgers and the corresponding payment or
       transfer (if any) may only be made from the Mortgages Trustee
       Transaction Account, the Mortgages Trustee GIC Account, the Funding GIC
       Account, the Funding Transaction Account or any Funding (Issuer) GIC
       Account, as the case may be, to the extent that such entry does not
       cause the relevant ledger to have a debit balance. In the case of the
       Funding Principal Deficiency Ledger, a credit item shall only be made
       to the extent that such entry does not cause such ledger to have a
       credit balance.

9.     Revenue Ledger

       The Cash Manager shall ensure that:

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

              (i)    all Revenue Receipts; and

              (ii)   all interest received by the Mortgages Trustee on the
                     Mortgages Trustee Transaction Account and the Mortgages
                     Trustee GIC Account; and

       (b)    any payment or provision made under paragraph 3 herein shall be
              debited to the Revenue Ledger.

10.    Principal Ledger

       The Cash Manager shall ensure that:

       (a)    all Principal Receipts shall be credited to the Principal
              Ledger; and

       (b)    any payment or provision made under paragraph 4 herein shall be
              debited to the Principal Ledger.


                                      42
<PAGE>


11.    Losses Ledger

       The Cash Manager shall ensure that all Losses shall be recorded in the
       Losses Ledger.

12.    Funding Share/Seller Share Ledger

       The Cash Manager shall ensure that the Current Funding Share and the
       Current Funding Share Percentage of the Trust Property and the Current
       Seller Share and the Current Seller Share Percentage of the Trust
       Property are recorded in the Funding Share/Seller Share Ledger on the
       Initial Closing Date and thereafter on each Distribution Date. In
       addition to the foregoing, if (i) the Seller has assigned New Mortgage
       Loans to the Mortgages Trustee, or (ii) Funding has paid a Further
       Contribution to the Mortgages Trustee to increase the Funding Share of
       the Trust Property, during the Trust Calculation Period immediately
       preceding a Distribution Date, the Cash Manager shall ensure that the
       Current Funding Share and the Current Funding Share Percentage of the
       Trust Property and the Current Seller Share and the Current Seller
       Share Percentage of the Trust Property, as recalculated on each
       Assignment Date and Funding Contribution Date and the Weighted Average
       Funding Share Percentage and the Weighted Average Seller Share
       Percentage, as calculated on such Distribution Date or Funding
       Contribution Date in respect of Revenue Receipts, Principal Receipts
       and Losses, are recorded on the Funding Share/Seller Share Ledger on
       each such Distribution Date or Funding Contribution Date.

13.    Funding Revenue Ledger

       The Cash Manager shall ensure that:

       (c)    the following amounts shall be credited to the Funding Revenue
              Ledger:

              (i)    all Funding Revenue Receipts;

              (ii)   all interest received by Funding in respect of the
                     Funding Bank Accounts, including in respect of any
                     Funding (Issuer) GIC Account, provided that the Cash
                     Manager shall keep a separate record in respect of each
                     Issuer of the amount of interest received by Funding in
                     respect of the Funding (Issuer) GIC Account of such
                     Issuer;

              (iii)  all amounts received by Funding representing income on
                     any of Funding's Authorised Investments;

              (iv)   any amount debited to the Funding Principal Ledger under
                     paragraph 16(b)(ii) herein; and

       (d)    any payment or provision made under paragraph 5 above shall be
              debited to the Funding Revenue Ledger;

       (e)    the amount determined under paragraph 1(c)(i) shall be recorded
              on the Revenue Expense Sub-Ledger on each Distribution Date;


                                      43
<PAGE>


       (f)    the amounts determined under paragraphs (1)(c)(ii) and
              1(c)(iv)(A) above shall be recorded on the Group 1 Revenue
              Receipts Sub-Ledger on each Distribution Date; and

       (g)    the amounts determined under paragraphs 1(c)(iii) and
              1(c)(iv)(B) above shall be recorded on the Group 2 Revenue
              Receipts Sub-Ledger on each Distribution Date.

14.    Issuer Reserve Fund Ledger

       If an Issuer Reserve Fund is required to be established, the Cash
       Manager will record on such Issuer Reserve Fund Ledger:

       (a)    an amount initially from that portion of Funding's Contribution
              to the Mortgages Trust which will be retained by Funding and not
              paid to the Mortgages Trustee and deposited into the related
              Funding (Issuer) GIC Account;

       (b)    amounts credited to the relevant Issuer Liquidity Reserve Ledger
              in accordance with the Funding Priority of Payments above; and

       (c)    amounts debited to an Issuer Liquidity Reserve Ledger in order
              to be applied in accordance with the Funding Priority of
              Payments.

15.    Issuer Liquidity Reserve Ledger

       If an Issuer Liquidity Reserve Fund is required to be established, the
       Cash Manager will record on such Issuer Liquidity Reserve Ledger:

       (a)    an amount funded initially from Funding Available Principal
              Receipts which are allocated to the relevant Issuer in
              accordance with the Funding Pre-Enforcement Principal Priority
              of Payments up to the amount of the Issuer Liquidity Reserve
              Required Amount and such amount will be deposited in the
              relevant Funding (Issuer) GIC Account;

       (b)    amounts credited to the relevant Issuer Liquidity Reserve Ledger
              in accordance with the Funding Priority of Payments above; and

       (c)    amounts debited to the Issuer Liquidity Reserve Ledger in order
              to be applied in accordance with Funding Priority of Payments.

16.    Funding Principal Ledger

       Without prejudice to paragraph 18 below, the Cash Manager shall ensure
       that:

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

              (i)    all Funding Principal Receipts;

              (ii)   amounts credited to the Funding Principal Deficiency
                     Ledger under paragraphs 8 and 17 herein; and


                                      44
<PAGE>


              (iii)  any Mortgages Trustee Available Principal Receipts
                     remaining after determining the amounts under paragraphs
                     1(d)(i) through 1(d)(iii) herein;

       (b)    the following amounts shall be debited to the Funding Principal
              Ledger:

              (i)    the aggregate amount of principal repaid on the
                     Intercompany Loan Agreement pursuant to paragraph 6
                     herein;

       (c)    the amounts determined under paragraphs 1(d)(i)(A) and
              1(d)(i)(B) (to the extent such amounts relate to Group 1
              Issuers) and under paragraphs, 1(d)(ii)(A) and 1(d)(iii)(A)
              above shall be recorded on the Group 1 Principal Receipts
              Sub-Ledger on each Distribution Date. PROVIDED that if on any
              Distribution Date Mortgages Trustee Principal Receipts are
              allocable to both Group 1 and Group 2 pursuant to paragraph
              1(d)(i)(B) above, then the Cash Manager shall record such
              amounts on the Group 1 and Group 2 Principal Sub-Ledgers,
              respectively, in priority corresponding to the Final Maturity
              Dates of the Money Market Notes of the related Issuers,
              beginning with the earliest such Final Maturity Date; and

       (d)    the amounts determined under paragraphs 1d(i)(A) and 1d(i)(B)
              (to the extent such amounts relate to Group 2 Issuers) and under
              paragraphs 1d(ii)(B) and 1d(iii)(B) above shall be recorded on
              the Group 2 Principal Receipts Sub-Ledger on each Distribution
              Date. PROVIDED that if on any Distribution Date Mortgages
              Trustee Principal Receipts are allocable to both Group 1 and
              Group 2 pursuant to paragraph 1(d)(i)(B) above, then the Cash
              Manager shall record such amounts on the Group 1 and Group 2
              Principal Sub-Ledgers, respectively, in priority corresponding
              to the Final Maturity Dates of the Money Market Notes of the
              related Issuers, beginning with the earliest such Final Maturity
              Date

17.    Funding Principal Deficiency Ledger

       The Cash Manager will establish a Principal Deficiency Ledger for
       Funding and ensure that:

       (a)    on each occasion on which an Issuer Principal Deficiency Ledger
              is credited with respect to (1) Losses and (2) Issuer Liquidity
              Reserve Funds, the Funding Principal Deficiency Ledger is
              credited with respect to such Issuer; and

       (b)    on each occasion on which the principal deficiency of an Issuer
              is reduced with respect to a credit described in (a) above, the
              Funding Principal Deficiency Ledger will record a parallel
              reduction in aggregate principal deficiencies.

18.    Funding Reserve Ledger

       (a)    An amount initially drawn from excess Revenue Receipts
              distributed to Funding from the Mortgages Trust and deposited in
              the Funding GIC Account will be credited to the Funding Reserve
              Ledger.


                                      45
<PAGE>


       (b)    Amounts shall be credited to the Funding Reserve Ledger in
              accordance with the Funding Priority of Payments above.

       (c)    Amounts shall be debited to the Funding Reserve Ledger on any
              Closing Date in order to be applied in the establishment of
              initial reserves or in payment of expenses in connection with
              the issuance of any New Notes by a New Issuer and on each
              Payment Date in order to be applied in accordance with the
              Funding Priority of Payments.

19.    Intercompany Loan Ledger

       The Cash Manager shall ensure that all payments of interest and
       repayments of principal on each of the Intercompany Loans are recorded
       in the Intercompany Loan Ledger.

20.    Overpayments Ledger

       The Cash Manager shall ensure that:

       (a)    with respect to the Non-Flexible Mortgage Loans:

              (i)    there shall be credited to the Non-Flexible Overpayments
                     Sub Ledger all Overpayments (not being Capital Payments)
                     made on Non-Flexible Mortgage Loans; and

              (ii)   there shall be debited from the Non-Flexible Overpayments
                     Sub Ledger:

                     (A)    all underpayments made by any Borrower on
                            Non-Flexible Mortgage Loans which do not exceed
                            the amount of the Overpayment previously made by
                            such Borrower in the same calendar year; and

                     (B)    on the first Trust Determination Date of each
                            calendar year, all outstanding credits made to the
                            Non-Flexible Overpayments Sub Ledger during the
                            previous calendar year; and

       (b)    all Overpayments on the Flexible Mortgage Loans are recorded in
              the Flexible Overpayments Sub Ledger.

21.    Non-Flexible Underpayments Ledger

       The Cash Manager shall ensure that all amounts debited from the
       Overpayments Ledger under paragraph 20(a)(ii) above shall be recorded
       on the Non-Flexible Underpayments Ledger.

22.    Re-Draws Ledger

       The Cash Manager shall ensure that, with respect to the Flexible
       Mortgage Loans:


                                      46
<PAGE>


       (a)    all Non-Cash Re-Draws are recorded in the Non-Cash Re-Draws Sub
              Ledger; and

       (b)    all Cash Re-Draws are recorded in the Cash Re-Draws Sub Ledger.

23.    Further Draws Ledger

       The Cash Manager shall ensure that, with respect to Personal Secured
       Loans, all Further Draws are recorded in the Further Draws Ledger.

24.    Records

       The Cash Manager shall ensure that a separate record is kept of any
       amount drawn under any Issuer Reserve Fund or Issuer Liquidity Reserve
       Fund.


                                      47
<PAGE>

<TABLE>
<CAPTION>

                                                    SCHEDULE 3A
                                     Form of Mortgages Trustee Quarterly Report

Granite Finance Trustees Limited
Memorandum of Account

<S>                                                                       <C>                <C>
Period Ended                                                               This Quarter       Prior Quarter
                                                                           (GBP) 000's        (GBP) 000's

Fees Receivable
Fees Payable

Operating Expenses
Taxation
Dividend                                                                   0                  0
Retained profit brought forward                                            0                  0
                                                                           ----------------------------------------
Retained profit for the year                                               0                  0
                                                                           ========================================

Granite Finance Trustees Limited
Balance Sheet

Period Ended
                                                        (GBP)              (GBP)
Fixed Asset Investments

Current Assets
New Mortgage Loans                                      0
Interest Receivable                                     0
Other debtors                                           0
Cash at Bank                                            0
                                                        -------------------
                                                        0
                                                        -------------------
Creditors: Amounts falling due within one year
Accruals                                                0
Interest Payable Accrual                                0
Taxation                                                0
                                                        ===================
                                                        0
                                                        ===================
Net current assets                                                         0

                                                                           ===================
Total Assets less current liabilities                                      0
                                                                           ===================

Share Capital                                                              0
Reserves                                                                   0

                                                                           ===================
                                                                           0
                                                                           ===================

                                                        Diff               0

</TABLE>


                                                        48
<PAGE>


<TABLE>
<CAPTION>

                                        SCHEDULE 3B
                              Form of Funding Quarterly Report


Granite Finance Funding Limited
Profit & Loss Account

<S>                                           <C>                            <C>
Period Ended                                   This Quarter                   Prior Quarter

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


Interest Receivable - Mortgages
Interest Receivable - Cash/
Authorised Investments
                                               0                              0
Interest Payable -
Intercompany Loan
Interest Payable
                                               0                              0

Net Operating Income                           0                              0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on ordinary                        0                              0
activities before tax

Taxation

Profit/loss on ordinary                        0                              0
activities after tax

Dividend                                       0                              0

Retained profit brought forward                0                              0

Retained profit for the year                   0                              0



                                            49
<PAGE>


Granite Finance Funding Limited
Balance Sheet

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

Beneficial Interest in Mortgage Portfolio                                     0

Current Assets
Interest Receivable                            0
Deferred Expenditure (costs of Securing)       0
Other debtors                                  0
Cash at Bank                                   0

Creditors: Amounts falling due within one year
Accruals                                       0
Deferred Consideration Creditor                0
Interest Payable Accrual                       0
Taxation                                       0
                                               -------------------
                                               0
                                               -------------------

Net current assets                                                            0

Creditors: Amounts falling due after one year
Intercompany Loan                                                             0
Start-up Loan(s) (specify)                                                    0

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

Share Capital                                                                 0
Reserves                                                                      0

                                                                              --------------
                                                                                                                              0
                                                                              ==============

                                               Diff                           0

</TABLE>


                                            50
<PAGE>


Granite Finance Funding Limited
Notes to Balance Sheet

Period Ended

Balance on Cash Accumulation Ledger       0

Available Credit Enhancement

Reserve Fund at closing
Last Quarter Closing Reserve Fund
Drawings to make a bullet repayment
Other drawings
Closing Reserve Balance
Target Reserve Fund

Issuer Principal Deficiency Ledger        AAA            AA         BBB

Opening PDL Balance                       0              0          0
Losses this Quarter                       0              0          0
PDL top up from Revenue Income            0              0          0
Closing PDL Balance                       0              0          0

Subordinated Loan Outstanding

Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance


                                      51
<PAGE>


                                  SCHEDULE 4
                  Cash Manager Representations and Warranties

The Cash Manager makes the following representations and warranties to each of
the Mortgages Trustee, Funding and the Security 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 Cash
       Manager, and the Cash Manager is not insolvent.

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


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<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 Cash Manager; and

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

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

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

       (b)    no material adverse change in the financial position or
              prospects of the 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 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 Cash Manager are true and accurate in all material respects and
       not misleading in any material respect.

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



                                      53
<PAGE>


                                EXECUTION PAGE

as Cash Manager
EXECUTED for and on behalf of                   )
NORTHERN ROCK PLC                               )
by:                                             )

--------------------------
Authorised Signatory

Name:

Title:

as Seller
EXECUTED for and on behalf of                   )
NORTHERN ROCK PLC                               )
by:                                             )

--------------------------
Authorised Signatory

Name:

Title:

EXECUTED for and on behalf of                   )
GRANITE FINANCE TRUSTEES LIMITED                )
by:                                             )

--------------------------
Authorised Signatory

Name:

Title:

EXECUTED for and on behalf of                   )
GRANITE FINANCE FUNDING LIMITED                 )
by:                                             )

--------------------------
Authorised Signatory


Name:

Title:


                                      54
<PAGE>


EXECUTED for and on behalf of                   )
THE BANK OF NEW YORK                            )
by:                                             )

--------------------------
Authorised Signatory

Name:

Title:


                                      55