Exhibit 4.3

                                                               Execution Version


                             Dated 19 January, 2005


                               NORTHERN ROCK PLC
                          as Seller and a Beneficiary


                        GRANITE FINANCE TRUSTEES LIMITED
                              as Mortgages Trustee


                        GRANITE FINANCE FUNDING LIMITED
                                 as Beneficiary


                       GRANITE FINANCE FUNDING 2 LIMITED
                                 as Beneficiary


                                    - and -


                              THE BANK OF NEW YORK
               as Security Trustee and Funding 2 Security Trustee

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                                 TENTH AMENDED
                            MORTGAGE SALE AGREEMENT
 ------------------------------------------------------------------------------



                           SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                              25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                             REF:30507-30030/678148


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                                    CONTENTS

1.       Definitions and Construction.........................................1

2.       Sale and Purchase of Initial Mortgage Portfolio......................2

3.       Initial Closing Date.................................................2

4.       Sale and Purchase of New Mortgage Portfolios.........................4

5.       Trust of Monies.....................................................12

6.       Perfection of the Assignment........................................13

7.       Undertakings........................................................16

8.       Warranties and Repurchase by the Seller.............................20

9.       Further Assurance...................................................26

10.      Consequences of Breach..............................................26

11.      Subordination.......................................................26

12.      Non-Merger..........................................................27

13.      No Agency or Partnership............................................27

14.      Payments............................................................27

15.      Assignment..........................................................27

16.      Funding Security Trustees...........................................28

17.      New Intercompany Loans..............................................29

18.      Non Petition Covenant; Limited Recourse.............................29

19.      Amendments and Waiver...............................................31

20.      Notices.............................................................31

21.      Third Party Rights..................................................32

22.      Execution in Counterparts; Severability.............................32

23.      Governing Law and Submission to Jurisdiction........................32

24.      Process Agent.......................................................32

25.      Appropriate Forum...................................................33

26.      Transaction Documents...............................................33


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SCHEDULE 1 REPRESENTATIONS AND WARRANTIES....................................35

SCHEDULE 2 FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND AND
         SCOTTISH TRANSFERS..................................................44

Part 1  FORM OF TRANSFER (REGISTERED LAND - ENGLAND AND WALES)...............45

Part 2  FORM OF TRANSFER (UNREGISTERED LAND - ENGLAND AND WALES).............46

Part 3  FORM OF TRANSFER (LAND REGISTER - SCOTLAND)..........................48

Part 4  FORM OF TRANSFER (SASINE REGISTER - SCOTLAND)........................50

SCHEDULE 3 ASSIGNMENT OF INSURANCE CONTRACTS.................................52

SCHEDULE 4 INSURANCE CONTRACTS...............................................54

SCHEDULE 5...................................................................55

Part 1  ASSIGNMENT OF GUARANTEES.............................................55

Part 2  ASSIGNATION OF GUARANTEES............................................57

SCHEDULE 6 NEW MORTGAGE PORTFOLIO NOTICE.....................................60

SCHEDULE 7  LOAN REPURCHASE NOTICE...........................................63

SCHEDULE 8 FORM OF NOTIFICATION TO BORROWERS.................................65

SCHEDULE 9 OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE
         MORTGAGE LOANS).....................................................66

SCHEDULE 10..................................................................67

Part 1  POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
        FUNDING AND THE SECURITY TRUSTEE.....................................67

Part 2  POWER OF ATTORNEY IN FAVOUR OF THE MORTGAGES TRUSTEE,
        EACH FUNDING BENEFICIARY AND EACH FUNDING SECURITY TRUSTEE...........70

SCHEDULE 11 FORM OF SCOTTISH TRUST DEED......................................73

SCHEDULE 12 LENDING CRITERIA ................................................80

SCHEDULE 13 STANDARD DOCUMENTATION...........................................83

APPENDIX A THE INITIAL MORTGAGE LOAN PORTFOLIO...............................92



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THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATMENT DATED 23 JULY 2001, 28 SEPTEMBER 2001, 20
MARCH 2002, 27 JANUARY 2003, 14 APRIL, 2003, 21 MAY 2003, 26 JANUARY 2004, 28
JANUARY, 2004, 22 SEPTEMBER, 2004 AND 19 JANUARY, 2005 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 Seller and in its capacity as a Beneficiary;

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

(3)   GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
      limited company incorporated under the laws of Jersey, but acting out of
      its branch office established in England (registered overseas company
      number FC022999 and branch number BR005916) at 69 Park Lane, Croydon CR9
      1TQ in its capacity as a Beneficiary;

(4)   GRANITE FINANCE FUNDING 2 LIMITED (registered number 5249387), a private
      limited company incorporated under the laws of England and Wales, whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX in
      its capacity as a Beneficiary; and

(5)   THE BANK OF NEW YORK a New York banking corporation whose London branch
      address is at 48th Floor, One Canada Square, London E14 5AL in its
      capacity as (1) Security Trustee and (2) as Funding 2 Security Trustee.

WHEREAS:

(A)   The Seller carries on the business (inter alia) of originating mortgage
      loans secured on residential properties located in England, Wales and
      Scotland.

(B)   The Seller has agreed to sell and assign to the Mortgages Trustee certain
      mortgage loans, together with the benefit of the related security for the
      same, on the terms and subject to, the conditions set out in this Mortgage
      Sale Agreement (the "Agreement").

(C)   The Mortgages Trustee has agreed to hold the above mentioned mortgage
      loans together with the benefit of the related security as bare trustee
      for the Beneficiaries upon, with and subject to the trusts, powers and
      provisions of the Mortgages Trust Deed.

IT IS HEREBY AGREED AS FOLLOWS:

1.       Definitions and Construction

1.1.     The provisions of the Programme Master Definitions Schedule signed for
         the purposes of identification by Sidley Austin Brown & Wood and Allen
         & Overy LLP on 19 January 2005 (as the same have been and may be
         amended, varied or

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         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 exercised by the Mortgages
         Trustees only as directed by the Beneficiaries but subject in each case
         to the provisions of the Mortgages Trust Deed and the Controlling
         Beneficiary Deed.

2.       Sale and Purchase of Initial Mortgage Portfolio

2.1.     Agreement to Assign: Subject to Clause 2.2 (Conditions), in
         consideration of the Purchase Price for the Initial Mortgage Portfolio
         (which shall be paid in accordance with Clause 3.3 (Effect of Payment
         of Initial Purchase Price)) and the covenant of the Mortgages Trustee
         to hold the Trust Property upon trust for the Seller and Funding as
         beneficiaries of the Mortgages Trust upon, with and subject to all the
         trusts, powers and provisions of the Mortgages Trust Deed and the
         Mortgages Trustee's agreement in Clause 3.5 (Early Repayment Charges)
         to pay to the Seller any and all Early Repayment Charge Receipts, the
         Seller hereby agrees to sell and assign the Initial Mortgage Portfolio
         to the Mortgages Trustee on the Initial Closing Date with full title
         guarantee.

2.2.     Conditions: The obligation of the Seller under Clause 2.1 (Agreement to
         Assign) shall be subject to and conditional upon:

         (a)      the issue by the First Issuer of the Notes on the Initial
                  Closing Date and the borrowing by Funding of the amount
                  provided for under the First Issuer Intercompany Loan
                  Agreement;

         (b)      the constitution of the Mortgages Trust on or prior to the
                  Initial Closing Date;

         (c)      the Transaction Documents having been executed and delivered
                  by the parties thereto on or before the Initial Closing Date
                  or, in the case of any Transaction Documents which are to be
                  executed immediately after the Initial Closing Date, the same
                  having been executed and being available for delivery and none
                  of the parties knowing of any reason why the same should not
                  be delivered immediately thereafter;

         (d)      the payment of the Initial Contribution by Funding to the
                  Mortgages Trustee in accordance with the terms of the
                  Mortgages Trust Deed; and

         (e)      the payment of the Initial Purchase Price by the Mortgages
                  Trustee to the Seller in accordance with paragraph (a) of
                  Clause 3.2 (Purchase Price).

3.       Initial Closing Date

3.1.     Initial Closing and Conditions Precedent: A meeting shall take place on
         the Initial Closing Date at the offices of Brown & Wood, 7 Princes
         Court, London EC2R 8AQ, or such offices as the parties may agree, at
         which the Seller shall deliver to the Security Trustee (upon request),
         Funding and the Mortgages Trustee or the representative of such party
         (or procure such delivery to such party of) the following documents:

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         (a)      an original power of attorney in the form set out in Part 1 of
                  Schedule 10 (Power of Attorney in favour of the Mortgages
                  Trustee, Funding and the Security Trustee) duly executed by
                  the Seller;

         (b)      a certificate of solvency in relation to the Seller dated as
                  at the Initial Closing Date (in the form of the agreed draft)
                  duly executed by the Seller;

         (c)      a list of the Mortgage Loans in the Initial Mortgage
                  Portfolio;

         (d)      an assignment of the Insurance Contracts to the extent that
                  such Insurance Contracts relate to the Initial Mortgage
                  Portfolio in the form set out in Schedule 3 (Assignment of
                  Insurance Contracts) duly executed by the Seller; and

         (e)      a certified copy of the board minutes of the securitisation
                  sub-committee of the Seller authorising its duly appointed
                  representatives to agree to the sale and assignment of the
                  Initial Mortgage Portfolio and authorising the execution and
                  performance of this Agreement, the other Transaction Documents
                  and all of the documentation to be entered into pursuant to
                  the Transaction Documents.

3.2.     Purchase Price: Subject to fulfilment of the conditions referred to in
         paragraphs (a) to (and including) (e) of Clause 2.2 (Conditions) and
         Clause 3.1 (Initial Closing and Conditions Precedent), the Mortgages
         Trustee shall pay the Purchase Price for the Initial Mortgage Portfolio
         to the Seller, in the manner that the Seller directs, for value, as
         follows:

         (a)      the Initial Purchase Price for the Initial Mortgage Portfolio
                  shall be paid by the Mortgages Trustee to the Seller on the
                  Initial Closing Date (which Initial Purchase Price shall be
                  paid by the Mortgages Trustee from funds received by the
                  Mortgages Trustee from Funding on such date in respect of
                  Funding's Initial Contribution for the Funding Share of the
                  Closing Trust Property pursuant to the Mortgages Trust Deed);

         (b)      subject to and in accordance with the Mortgages Trustee
                  Revenue Priority of Payments, an amount of Deferred Purchase
                  Price in respect of the Mortgage Portfolio shall be paid by
                  the Mortgages Trustee to the Seller on each Distribution Date
                  but only from and to the extent (if any) of any Relevant
                  Distribution (as defined under paragraph (b) of Clause 4.2
                  (Consideration provided by Funding) of the Mortgages Trust
                  Deed) available for payment on such date and in an amount
                  equal to the Deferred Contribution for the Funding Share of
                  the Trust Property paid by Funding to the Mortgages Trustee on
                  such date or in respect of which the payment of such Deferred
                  Contribution is otherwise satisfied on such date in accordance
                  with the Mortgages Trust Deed; and

         (c)      a final amount of Deferred Purchase Price in respect of the
                  Mortgage Portfolio shall be paid by the Mortgages Trustee to
                  the Seller following the receipt by the Mortgages Trustee from
                  Funding of any Final Deferred Contribution, which payment
                  shall be in an amount equal to such Final Deferred
                  Contribution for the Funding Share of the Trust Property paid
                  by Funding to the Mortgages Trustee or in respect of which the
                  payment of such Final


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                  Deferred Contribution is otherwise satisfied in accordance
                  with the Mortgages Trust Deed.

3.3.     Effect of Payment of Initial Purchase Price: The parties hereto
         acknowledge that the effect of the payment to the Seller by the
         Mortgages Trustee of the Initial Purchase Price on the Initial Closing
         Date will be the assignment to the Mortgages Trustee of the beneficial
         ownership of, and all of the Seller's beneficial right, title, interest
         and benefit in and to, the Initial Mortgage Portfolio subject to the
         terms and provisions of the Mortgages Trust Deed, which assignment will
         be perfected upon the occurrence of any of the events set forth in
         Clause 6 (Perfection of the Assignment) and the transfer to the
         Mortgages Trustee of legal title to the Initial Mortgage Portfolio in
         accordance with Clause 6 (Perfection of the Assignment).

3.4.     Documents: The Seller undertakes that from the Initial Closing Date
         until the perfection of the assignment in accordance with Clause 6.1
         (Perfection Events) and delivery of the Title Deeds in accordance with
         Clause 6.2 (Perfection), the Seller shall hold the deeds and documents
         constituting the Title Deeds and Mortgage Loan Files and all other
         certificates, notices, policies, endorsements and other matters
         necessary to establish title thereto relating to the Mortgage Portfolio
         that are in its possession or under its control or held to its order to
         the order of the Mortgages Trustee or as the Mortgages Trustee shall
         direct.

3.5.     Early Repayment Charges: The Mortgages Trustee hereby agrees to pay to
         the Seller as part of the Deferred Purchase Price any and all Early
         Repayment Charge Receipts received by the Mortgages Trustee in respect
         of the Mortgage Loans included in the Initial Mortgage Portfolio
         PROVIDED THAT, if any Mortgage Loans in respect of which Early
         Repayment Charges are payable are the subject of a trust pursuant to
         Clause 5.1 (Trust in favour of Mortgages Trustee), the Seller, the
         Mortgages Trustee, Funding and the Security Trustee agree that the
         benefit of any Early Repayment Charges payable in respect of such
         Mortgage Loan shall, on the date of payment to the Seller of the
         related Early Repayment Charge Receipts, be released from such trust.

3.6.     Insurance: The Seller shall as soon as reasonably practical after the
         sale and assignment of the Initial Mortgage Portfolio on the Initial
         Closing Date procure that the respective interests of the Mortgages
         Trustee, Funding and the Security Trustee are noted by the relevant
         insurers in relation to each Insurance Contract.

4.       Sale and Purchase of New Mortgage Portfolios

4.1.     Agreement to Assign: Subject to fulfilment of the conditions set out in
         Clauses 2.2 (Conditions), 3.1 (Initial Closing and Conditions
         Precedent), 4.2 (Conditions to Effecting an Assignment of New Mortgage
         Loans) and 4.3 (No Further Assignment), in consideration of either:

         (a)      the Purchase Price, if any is payable (which if it is payable
                  shall be paid in accordance with Clause 4.5 (Purchase Price)),
                  for the New Mortgage Portfolio and the covenant by the
                  Mortgages Trustee to hold the Trust Property upon trust for
                  the Seller, Funding and (from and including the Funding 2
                  Programme Date) Funding 2 as beneficiaries of the Mortgages


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         Trust, upon, and with and subject to the trusts, powers and provisions
         of the Mortgages Trust Deed; or

         (b)      the covenant by the Mortgages Trustee to hold the Trust
                  Property upon trust for the Seller, Funding and (from and
                  including the Funding 2 Programme Date) Funding 2 as
                  beneficiaries of the Mortgages Trust upon, and with and
                  subject to the trusts, powers and provisions of the Mortgages
                  Trust Deed,

         and (in either case) the Mortgages Trustee's agreement in Clause 4.8
         (Early Repayment Charges) to pay to the Seller any and all Early
         Repayment Charge Receipts, if the Seller shall at any time and from
         time to time serve a properly completed New Mortgage Portfolio Notice
         as set out in Schedule 6 (New Mortgage Portfolio Notice) on the
         Mortgages Trustee, Funding and (from and including the Funding 2
         Programme Date) Funding 2 with a copy (upon request) to the Security
         Trustee and/or (from and including the Funding 2 Programme Date) the
         Funding 2 Security Trustee (such service to be in the Seller's sole
         discretion), then on the Assignment Date specified in the New Mortgage
         Portfolio Notice the Seller agrees that it shall sell and assign to the
         Mortgages Trustee the relevant New Mortgage Portfolio with full title
         guarantee (or, in relation to assets and rights situated in or governed
         by the law of Scotland, with absolute warrandice), PROVIDED THAT (a)
         the Seller hereby covenants and undertakes that it will not sell and
         assign New Mortgage Loans to the Mortgages Trustee during any Trust
         Calculation Period prior to the Distribution Date in such Trust
         Calculation Period, and (b) the Seller hereby agrees that it is only
         permitted to make one sale and assignment of New Mortgage Loans to the
         Mortgages Trustee during any Trust Calculation Period.

4.2.     Conditions to Effecting an Assignment of New Mortgage Loans: The
         conditions to be met as at each Assignment Date in order to effect a
         sale and assignment of New Mortgage Loans are:

         (a)      the aggregate Arrears of Interest in respect of all of the
                  Mortgage Loans in the Mortgage Portfolio, as a percentage of
                  the aggregate gross interest due during the previous 12 months
                  on all Mortgage Loans outstanding during all or part of such
                  period, does not exceed 2 per cent., or such other percentage
                  as agreed to by the Rating Agencies on such Assignment Date.
                  "Arrears of Interest" for this purpose in respect of a
                  Mortgage Loan on any date means the aggregate amount overdue
                  on the Mortgage Loan on that date, but only where such
                  aggregate amount overdue equals or exceeds an amount equal to
                  the Monthly Payment then due on the Mortgage Loan and such
                  amount has been overdue for an entire calendar month;

         (b)      the long term, unsecured, unguaranteed and unsubordinated debt
                  obligations of the Seller are rated no lower than A3 by
                  Moody's and A- by Fitch at the time of, and immediately
                  following, the assignment of the New Mortgage Loans to the
                  Mortgages Trustee;

         (c)      on the relevant Assignment Date, the aggregate Current Balance
                  of the Mortgage Loans in the Mortgage Portfolio, in respect of
                  which the aggregate amount is then in arrears for at least 3
                  months, is less than 4 per cent. of the aggregate Current
                  Balance of all Mortgage Loans in the Mortgage Portfolio on


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                  such Assignment Date, unless the Rating Agencies have
                  confirmed that the then current ratings of the Notes will
                  not be adversely affected;

         (d)      the Lending Criteria applicable at the time of origination of
                  a relevant New Mortgage Loan have been applied to such New
                  Mortgage Loan and to the circumstances of the Borrower at the
                  time such New Mortgage Loan was made, provided that material
                  variations from such Lending Criteria may occur so long as the
                  Rating Agencies have been notified of any such material
                  variations;

         (e)      no New Mortgage Loan has on the relevant Assignment Date an
                  aggregate amount in arrears which is greater than the amount
                  of the Monthly Payment then due;

         (f)      the Rating Agencies have not provided written confirmation to
                  the Mortgages Trustee, each Funding Security Trustee and any
                  Issuer that the assignment to the Mortgages Trustee of the New
                  Mortgage Loans on the Assignment Date will adversely affect
                  the then current ratings of the existing Notes of any Issuer
                  (provided that, in respect of the assignment by the Seller to
                  the Mortgages Trustee of a New Mortgage Portfolio in
                  connection with the issuance by an Issuer of Notes and the
                  drawing by a Funding Beneficiary of a loan pursuant to an
                  Intercompany Loan Agreement, the condition to be met at the
                  relevant Assignment Date of such New Mortgage Portfolio will
                  be that the Rating Agencies have confirmed in writing to the
                  Mortgages Trustee, each Funding Security Trustee and such
                  Issuer that the assignment to the Mortgages Trustee of the New
                  Mortgage Portfolio on such Assignment Date will not cause the
                  then current ratings of the existing Notes of any Issuer to be
                  reduced, withdrawn or qualified);

         (g)      the aggregate Current Balance of New Mortgage Loans
                  transferred in any one Interest Period does not exceed 10 per
                  cent. of the aggregate Current Balance of Mortgage Loans in
                  the Mortgage Portfolio as at the beginning of that Interest
                  Period;

         (h)      each Issuer Reserve Fund is fully funded on the relevant
                  Assignment Date up to the relevant required amount or, if any
                  Issuer Reserve Fund is not so fully funded, no payments have
                  been made from such Issuer Reserve Fund;

         (i)      the Funding 2 Reserve Fund is fully funded on the relevant
                  Assignment Date up to the relevant required amount or, if the
                  Funding 2 Reserve Fund is not so fully funded, no payments
                  have been made from it;

         (j)      no Intercompany Loan Enforcement Notice has been served in
                  respect of any Intercompany Loan;

         (k)      the assignment of the New Mortgage Portfolio on the relevant
                  Assignment Date does not result in the product of WAFF and
                  WALS for the Mortgage Portfolio after such purchase,
                  calculated on the relevant Assignment Date in the same way as
                  for the Initial Mortgage Portfolio (or as agreed by the
                  Administrator and Standard & Poor's and Fitch from time to
                  time), exceeding


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                  the product of WAFF and WALS for the Mortgage Portfolio
                  calculated on the most recent preceding Closing Date plus
                  0.25 per cent.;

         (l)      the assignment of New Mortgage Loans does not result in the
                  Moody's Portfolio Variation Test Value of the Mortgage Loans
                  in the Mortgages Portfolio after such assignment (calculated
                  by applying the Moody's Portfolio Variation Test to such
                  Mortgage Loans on such Assignment Date), exceeding the most
                  recently determined Moody's Portfolio Variation Test Threshold
                  Value as calculated in relation to the Mortgage Loans in the
                  Mortgage Portfolio as the most recent date on which Moody's
                  performed a full pool analysis on the Mortgages Portfolio plus
                  0.30%;

         (m)      to the extent necessary, each Funding Beneficiary and/or each
                  Issuer, as applicable, has entered into appropriate hedging
                  arrangements in respect of such New Mortgage Loans before such
                  Mortgage Loans are assigned to the Mortgage Trust;

         (n)      no event of default under the Transaction Documents has
                  occurred which is continuing as at the relevant Assignment
                  Date;

         (o)      the weighted average yield on the Mortgage Portfolio together
                  with the New Mortgage Portfolio to be assigned to the
                  Mortgages Trustee on the relevant Assignment Date is not less
                  than LIBOR for three-month sterling deposits plus 0.50 per
                  cent., taking into account the weighted average yield on the
                  Mortgage Loans and the margins on any Basis Rate Swaps as at
                  the relevant Assignment Date;

         (p)      no New Mortgage Loan has a maturity date on or after January
                  2039 or, following the redemption in full of all Notes issued
                  by the Funding Issuers, on or after January 2052;

         (q)      the related Borrower under each New Mortgage Loan has made at
                  least one Monthly Payment;

         (r)      for so long as any Notes issued by any Issuer that have a
                  Final Repayment Date earlier than January 2041 are
                  outstanding, the assignment of New Mortgage Loans to the
                  Mortgages Trustee may only occur if, following such
                  assignment, the aggregate number of Repayment Mortgage Loans
                  in the Mortgage Portfolio is greater than or equal to 25 per
                  cent. of the aggregate number of Mortgage Loans in the
                  Mortgage Portfolio;

         (s)      the Rating Agencies have provided written confirmation that
                  the then current ratings on the Notes of any Issuer would not
                  be adversely affected by the assignment to the Mortgages
                  Trustee of a New Mortgage Loan in respect of a mortgage loan
                  product having characteristics and/or features that differ
                  materially from the characteristics and/or features of the
                  Mortgage Loans in the Initial Mortgage Portfolio;

         (t)      following the purchase by the Mortgages Trustee of any New
                  Mortgage Portfolio, the aggregate Current Balance of Mortgage
                  Loans in the Mortgage Portfolio that are subject to a maximum
                  rate of interest and which charge

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                  interest at the lesser of the Seller's Standard Variable
                  Rate and the maximum rate of interest (as specified in the
                  relevant Mortgage Conditions) (the "Capped Rate Mortgage
                  Loans") will not exceed 3 per. cent of the aggregate Current
                  Balance of all Mortgage Loans in the Mortgage Portfolio
                  (including such Capped Rate Mortgage Loans) as of such
                  Assignment Date, unless Moody's has confirmed in writing
                  that the then current ratings of the Notes will not be
                  adversely affected,

         PROVIDED THAT, if an Initial Purchase Price is payable to the Seller by
         the Mortgages Trustee on the relevant Assignment Date, only the
         conditions set out in paragraphs (e), (f), (j), (m), (n), (o), (p), (q)
         and (s) are required to be satisfied to effect an assignment of the New
         Mortgage Loans.

         Notwithstanding the foregoing, the Mortgages Trustee may waive or vary
         any of the conditions set forth in Clause 4.2 provided that each of the
         Rating Agencies has confirmed in writing (whether or not such
         confirmation is addressed to the Mortgages Trustee) that the relevant
         waiver or variation will not adversely affect the then current ratings
         of the existing Notes of any Issuer or that it approves the relevant
         waiver or variation.

4.3.     No Further Assignment: The Seller and the Mortgages Trustee agree that
         the Seller may not sell and assign any New Mortgage Portfolio after the
         earlier to occur of:

         (a)      the Step-up Date in respect of the Notes of any Funding Issuer
                  if the option to redeem any such Notes on the related Step-up
                  Date pursuant to Condition 5(D) of those Notes is not
                  exercised; or

         (b)      the Step-up Date in respect of the Notes of any Funding 2
                  Issuer if the option to redeem any such Notes on the related
                  Step-up Date pursuant to Condition 5(D) of those Notes is not
                  exercised and the aggregate Principal Amount Outstanding of
                  such Notes (together with any other Notes of such Funding 2
                  Issuer in respect of which the applicable Step-Up Date has
                  occurred) as at such Step-Up Date exceeds (GBP)1,000,000,000;
                  or

         (c)      the date falling 12 months after the Step-Up Date (the "twelve
                  month date") in respect of any Series and Class of Notes of
                  any Funding 2 Issuer, if the option to redeem any such Notes
                  on or before such twelve month date pursuant to the terms and
                  conditions of such Notes is not exercised.

4.4.     Closing and Conditions Precedent: A meeting shall take place on the
         date of the sale and assignment of the relevant New Mortgage Portfolio
         at the offices of the Seller or at such other office as may be agreed
         by the parties at which the Seller shall deliver to the Security
         Trustee and (from and including the Funding 2 Programme Date) the
         Funding 2 Security Trustee or their respective representatives the
         following documents:

         (a)      a certificate of solvency in relation to the Seller dated the
                  relevant Assignment Date (in the form of the agreed draft)
                  duly executed by the Seller;

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         (b)      an assignment of the Insurance Contracts to the extent that
                  such Insurance Contracts relate to the New Mortgage Portfolio
                  in the form set out in Schedule 3 (Assignment of Insurance
                  Contracts) duly executed by the Seller;

         (c)      a certificate of a duly authorised officer of the Seller
                  attaching a copy of the board minutes referred to in paragraph
                  (e) of Clause 3.1 (Initial Closing and Conditions Precedent)
                  and confirming that the resolutions referred to therein are in
                  full force and effect and have not been amended or rescinded
                  as at the date of the certificate; and

         (d)      a Scottish Trust Deed in respect of the Scottish Mortgage
                  Loans in the New Mortgage Portfolio (if any) and their Related
                  Security, in the form set out in Schedule 11 and with the
                  annexure thereto duly completed, duly executed by the Seller,

         and in any case, after the Funding 2 Programme Date, where only one
         certificate or instrument (in each case, the "Relevant Document") is
         available under (a), (b), (c) and/or (d) above and whilst the Funding
         Security Trustees remain the same entity, delivery of the Relevant
         Documentation to one Funding Security Trustee shall be deemed to be
         delivery to both of them.

4.5.     Purchase Price: Subject to fulfilment of the conditions referred to in
         Clauses 4.2 (Conditions to Effecting an Assignment of New Mortgage
         Loans), 4.3 (No Further Assignment) and 4.4 (Closing and Conditions
         Precedent), the Mortgages Trustee shall, if and to the extent that the
         same is payable, pay the Purchase Price for the New Mortgage Portfolio
         to the Seller, in the manner that the Seller directs, for value, as
         follows:

         (a)      if any Initial Purchase Price is payable in respect of the New
                  Mortgage Portfolio (which shall only be the case if an Initial
                  Contribution is paid by any Funding Beneficiary to the
                  Mortgages Trustee on such date pursuant to the terms of the
                  Mortgages Trust Deed) such Initial Purchase Price shall be
                  paid by the Mortgages Trustee to the Seller on the relevant
                  Assignment Date (which Initial Purchase Price shall be paid by
                  the Mortgages Trustee either from funds received by the
                  Mortgages Trustee from Funding on such date in respect of an
                  Initial Contribution by Funding for the Funding Share of the
                  New Trust Property or from Funding 2 on such date in respect
                  of an Initial Contribution by Funding 2 for the Funding 2
                  Share of the New Trust Property, in each case pursuant to the
                  Mortgages Trust Deed), PROVIDED THAT if on any date the Seller
                  is obliged to repurchase any Mortgage Loan or Mortgage Loans
                  pursuant to Clause 8.4 (Repurchase), 8.5 (Purchase of Product
                  Switches, Further Advances and purchases relating to Personal
                  Secured Loans) or 8.6 (Repurchase of Fixed Rate Mortgage
                  Loans), and on such date the Seller sells and assigns New
                  Mortgage Loans and their Related Security to the Mortgages
                  Trustee, the Seller is entitled to set-off against the
                  repurchase price payable by it on such repurchase as set forth
                  under Clause 8.7 (Completion of Repurchase) the amount of any
                  Initial Purchase Price payable for any such New Mortgage Loans
                  and shall instead pay (or be paid) such net amount; and

                                       9
<PAGE>

         (b)      subject to and in accordance with the Mortgages Trustee
                  Revenue Priority of Payments, an amount of Deferred Purchase
                  Price in respect of the Mortgage Portfolio shall be paid by
                  the Mortgages Trustee to the Seller on each Distribution Date
                  but only from and to the extent (if any) of any Funding
                  Relevant Distribution and/or Funding 2 Relevant Distribution
                  available for payment on such date and in an amount equal to
                  the Deferred Contribution paid by the Funding Beneficiaries to
                  the Mortgages Trustee on such date or in respect of which the
                  payment of such Deferred Contribution is otherwise satisfied
                  on such date in accordance with the Mortgages Trust Deed.

4.6.     Effect of Payment of Initial Purchase Price or Fulfilment of
         Conditions: The parties hereto acknowledge that the effect of either
         the payment to the Seller by the Mortgages Trustee of the Initial
         Purchase Price on the relevant Assignment Date or, if no Initial
         Purchase Price is payable on such date, the confirmation from the
         Seller of the fulfilment of the conditions referred to in Clauses 4.2
         (Conditions to Effecting an Assignment of New Mortgage Loans) and the
         delivery to each Funding Security Trustee of the documents referred to
         in Clause 4.4 (Closing and Conditions Precedent) on such date, will be
         the assignment and transfer to the Mortgages Trustee of the beneficial
         ownership of, and all of the Seller's beneficial right, title, interest
         and benefit in and to, the New Mortgage Portfolio subject to the terms
         and provisions of the Mortgages Trust Deed. Upon payment to the Seller
         by the Mortgages Trustee of the Initial Purchase Price on the relevant
         Assignment Date or, if no Initial Purchase Price is payable on such
         date, upon receipt of confirmation from the Seller of the fulfilment of
         the conditions referred to in Clauses 4.2 (Conditions to Effecting an
         Assignment of New Mortgage Loans), the fact that any of the conditions
         referred to in Clause 4.2 (Conditions to Effecting an Assignment of New
         Mortgage Loans) may not have been satisfied or waived, or any of the
         conditions precedent set out in Clause 4.4 (Closing and Conditions
         Precedent) have not been delivered or waived, shall not prevent the
         sale and assignment of the New Mortgage Portfolio to the Mortgages
         Trustee on the relevant Assignment Date (or prevent any Scottish Trust
         Deed from taking effect) and any unsatisfied conditions precedent shall
         be deemed to have been waived. The foregoing is without prejudice to
         all of the rights and remedies of the Mortgages Trustee against the
         Seller, including without limitation, all claims for breach of
         Representation and Warranty. Each such assignment and transfer will be
         perfected upon the occurrence of any of the events set forth in Clause
         6 (Perfection of the Assignment) and the transfer and assignation to
         the Mortgages Trustee of legal title to such New Mortgage Portfolio in
         accordance with Clause 6 (Perfection of the Assignment).

4.7.     Documents: The Seller undertakes that from the relevant Assignment Date
         until the perfection of the assignment in accordance with Clause 6.1
         (Perfection Events) and the delivery of the Title Deeds in accordance
         with Clause 6.2 (Perfection), the Seller shall hold the deeds and
         documents constituting the Title Deeds and Mortgage Loan Files and all
         other certificates, notices, policies, endorsements and other matters
         necessary to establish title thereto relating to the Mortgage Portfolio
         that are in its possession or under its control or held to its order to
         the order of the Mortgages Trustee or as the Mortgages Trustee shall
         direct.

4.8.     Early Repayment Charges: The Mortgages Trustee hereby agrees to pay to
         the Seller as part of the Deferred Purchase Price any and all Early
         Repayment Charge Receipts


                                       10
<PAGE>

         received by the Mortgages Trustee in respect of the Mortgage Loans
         included in the New Mortgage Portfolio PROVIDED THAT, if any Mortgage
         Loans in respect of which Early Repayment Charges are payable are the
         subject of a trust pursuant to Clause 5.1 (Trust in favour of Mortgages
         Trustee), the Seller, the Mortgages Trustee, each Funding Beneficiary
         and each Funding Security Trustee agree that the benefit of any Early
         Repayment Charges payable in respect of such Mortgage Loan shall, on
         the date of payment to the Seller of the related Early Repayment Charge
         Receipts, be released from such trust.

4.9.     Insurance: The Seller shall as soon as reasonably practical after
         completion of the sale and assignment of each New Mortgage Portfolio
         procure that the respective interests of the Mortgages Trustee, each
         Funding Beneficiary and each Funding Security Trustee are noted by the
         relevant insurers in relation to each Insurance Contract.

4.10.    Mortgage Portfolio: Prior to the earliest to occur of:

         (a)      a Trigger Event; and

         (b)      if Funding does not enter into a New Intercompany Loan
                  Agreement, the Payment Date in January 2008; and

         (c)      on each occasion that Funding enters into a New Intercompany
                  Loan Agreement, the latest Payment Date specified by Funding
                  by notice in writing to the Seller and the Mortgages Trustee
                  as applying in relation to this covenant; and (d) on each
                  occasion that Funding 2 enters into a Funding 2 Intercompany
                  Loan Agreement or receives a further advance under any
                  existing Funding 2 Intercompany Loan Agreement, the latest
                  Loan Payment Date specified by Funding 2 by notice in writing
                  to the Seller and the Mortgages Trustee as applying in
                  relation to this covenant,

         the Seller undertakes to use all reasonable efforts to offer to sell
         and assign, in accordance with the provisions of this Clause 4 (Sale
         and Purchase of New Mortgage Portfolios), to the Mortgages Trustee, and
         the Mortgages Trustee undertakes to use all reasonable endeavours to
         acquire from the Seller and to hold pursuant to the terms of the
         Mortgages Trust Deed, sufficient New Mortgage Loans and their Related
         Security so that the Overcollateralisation Test is not breached on
         three consecutive Distribution Dates PROVIDED THAT the Seller shall not
         be obliged to sell and assign to the Mortgages Trustee, and the
         Mortgages Trustee shall not be obliged to acquire, New Mortgage Loans
         and their Related Security if in the opinion of the Seller the sale and
         assignment to the Mortgages Trustee of New Mortgage Loans and their
         Related Security would adversely affect the business of the Seller.

         For the purposes of this Clause 4.10, the "Overcollateralisation Test"
         shall be calculated on each Distribution Date and shall be breached on
         any Distribution Date where the aggregate Current Balance of Mortgage
         Loans in the Mortgage Portfolio on such Distribution Date is less than
         an amount equal to the product of 1.05 and the aggregate Principal
         Amount Outstanding of all Notes of all Issuers at such Distribution
         Date, and for this purpose:

                                       11
<PAGE>

                  (i)      where such Notes outstanding are Controlled
                           Amortisation Notes or Scheduled Redemption Notes, the
                           aggregate Principal Amount Outstanding of such Notes
                           will be calculated on a straight-line basis by
                           applying the appropriate "CPR" (being the CPR rate
                           most recently calculated by the Administrator and
                           detailed in the most recent report provided under
                           Clause 12.4(a) of the Administration Agreement) to
                           such Notes on a monthly, rather than a quarterly
                           basis; and

                  (ii)     where such Notes outstanding are Bullet Redemption
                           Notes, the amount standing to the credit of the
                           Funding 2 Cash Accumulation Ledger will be deducted
                           from the aggregate Principal Amount Outstanding of
                           such Notes.

5.       Trust of Monies

5.1.     Trust in favour of Mortgages Trustee: Notwithstanding the assignment
         and transfer effected by this Agreement (or by any Scottish Trust Deed
         made pursuant hereto) if at, or at any other time after, the Initial
         Closing Date or, as the case may be in respect of any New Mortgage
         Portfolio, the relevant Assignment Date (but prior to any repurchase in
         accordance with Clause 8.5 (Purchase of Product Switches, Further
         Advances and purchases relating to Personal Secured Loans)) the Seller
         holds, or there is held to its order, or it receives, or there is
         received to its order any property, interest, right or benefit and/or
         the proceeds thereof hereby agreed to be sold to the Mortgages Trustee,
         the Seller undertakes with the Mortgages Trustee, each Funding
         Beneficiary and each Funding Security Trustee that it will hold such
         property, interest, right or benefit and/or the proceeds thereof upon
         trust for the Mortgages Trustee (pursuant, in the case of any property,
         interest, right or benefit and/or the proceeds thereof relating to a
         Scottish Mortgage Loan or its Related Security, to the relevant
         Scottish Trust Deed) subject at all times to the Mortgages Trust. In
         addition, if for any reason the assignment and transfer of the Initial
         Mortgage Portfolio, or any New Mortgage Portfolio (or any part
         thereof), or any property, interest, right or benefit therein or any of
         the proceeds thereof (each a "relevant asset"), is held to be
         ineffective or unenforceable against any Borrower, the Seller
         undertakes with the Mortgages Trustee, each Funding Beneficiary and
         each Funding Security Trustee and hereby declares that it will hold
         such relevant asset upon trust for the Mortgages Trustee. The Mortgages
         Trustee agrees that it will hold its beneficial interest in such
         relevant asset subject at all times to the Mortgages Trust.

5.2.     Trust in favour of Seller: If at, or any time after, the Initial
         Closing Date (in the case of the Initial Mortgage Portfolio) or the
         relevant Assignment Date (in the case of any New Mortgage Portfolio),
         the Mortgages Trustee holds, or there is held to its order, or it
         receives, or there is received to its order, any property, interest,
         right or benefit relating to:

         (a)      any Mortgage Loan or Mortgage Loans under a Mortgage Account
                  and their Related Security repurchased by the Seller pursuant
                  to Clause 8 (Warranties and Repurchase by the Seller); or

         (b)      (without prejudice to Clause 10 (Consequences of Breach)) any
                  Early Repayment Charges payable by a Borrower in respect of
                  any Mortgage Loan in the Mortgages Trust;

                                       12
<PAGE>

         and/or the proceeds thereof, the Mortgages Trustee undertakes with the
         Seller that it will remit, assign or transfer the same to the Seller,
         as the case may require, and until it does so or to the extent that the
         Mortgages Trustee is unable to effect such remittance, assignment or
         transfer, the Mortgages Trustee undertakes to hold such property,
         interest, right or benefit and/or the proceeds thereof upon trust for
         the Seller as the sole beneficial owner thereof or as the Seller may
         direct provided that the Mortgages Trustee shall not be in breach of
         its obligations under this Clause 5 if, having received any such moneys
         and paid them to third parties in error, it pays (at the direction of
         the Beneficiaries) to the Seller an amount equal to the moneys so paid
         in error in accordance with the Administration Agreement. In addition,
         if the Seller is required or elects to repurchase any Mortgage Loan and
         its Related Security pursuant to Clauses 8.4 (Repurchase), 8.5
         (Purchase of Product Switches, Further Advances and purchases relating
         to Personal Secured Loans) or 8.6 (Repurchase of Fixed Rate Mortgage
         Loans) and such Mortgage Loan or its Related Security, or any part
         thereof, or any property, interest, right or benefit therein or any of
         the proceeds thereof (each, a "relevant asset"), is held by the Seller
         subject to a trust pursuant to Clause 5.1 (Trust in favour of Mortgages
         Trustee), then the Seller, the Mortgages Trustee, each Funding
         Beneficiary and each Funding Security Trustee agree that such relevant
         asset shall be released from the trust constituted pursuant to Clause
         5.1 (Trust in favour of Mortgages Trustee) on the date that such
         relevant asset would otherwise have been repurchased or re-transferred
         pursuant to Clause 8.7 (Completion of Repurchase).

6.       Perfection of the Assignment

6.1.     Perfection Events: The execution of transfers and assignations of the
         Mortgages to the Mortgages Trustee and the notifications to Borrowers
         notifying such Borrowers of the assignment or assignation of their
         Mortgage Loans and Related Security to the Mortgages Trustee shall be
         completed within 20 business days of receipt of a written request in
         accordance with Clause 6.2 (Perfection) upon the occurrence of any of
         the following events:

         (a)      the valid service:

                  (i)      of a Funding Intercompany Loan Enforcement Notice;

                  (ii)     of a Funding 2 Intercompany Loan Enforcement Notice;

                  (iii)    of a Note Enforcement Notice (on any Funding Issuer);
                           or

                  (iv)     of an Issuer Enforcement Notice (on any Funding 2
                           Issuer),

                  provided that the perfection of an assignment of the Mortgage
                  Portfolio shall not be required if the sole reason for the
                  service of any Note Enforcement Notice (on any Funding Issuer)
                  or any Issuer Enforcement Notice (on any Funding 2 Issuer) is
                  a default by a Swap Provider of any Issuer;

         (b)      unless otherwise agreed by the Rating Agencies, the
                  termination of the Seller's role as Administrator under the
                  Administration Agreement and failure of any substitute
                  administrator to assume the duties of the Administrator; or

                                       13
<PAGE>

         (c)      the Seller being required by an order of a court of competent
                  jurisdiction, or by a change in law occurring after the
                  Initial Closing Date, or by a regulatory authority of which
                  the Seller is a member or with whose instructions it is
                  customary that the Seller comply, to perfect the transfer of
                  legal title to the Mortgage Loans and the Related Security in
                  favour of the Mortgages Trustee; or

         (d)      the security under:

                  (i)      the Funding Deed of Charge or any material part of
                           such security; or

                  (ii)     the Funding 2 Deed of Charge or any material part of
                           such security,

                  being in jeopardy and it being necessary to perfect the
                  transfer of legal title to the Mortgage Loans and their
                  Related Security in favour of the Mortgages Trustee in order
                  to reduce such jeopardy materially; or

                  (e)      the occurrence of an Insolvency Event in relation to
                           the Seller; or

                  (f)      notice in writing from the Seller to the Mortgages
                           Trustee and each Funding Beneficiary (with a copy to
                           each Funding Security Trustee) requesting such
                           transfer.

6.2.     Perfection: If an event set forth in any of paragraphs (a) to (f) of
         Clause 6.1 (Perfection Events) occurs and either the Mortgages Trustee
         or the Funding Beneficiaries (with the consent of the Funding Security
         Trustees) or the Funding Security Trustees so request in writing the
         Seller shall perfect the assignments as contemplated by and in
         accordance with this Clause 6 (Perfection of the Assignment) in
         relation to all Mortgage Loans then in the Mortgage Portfolio and
         shall:

                  (i)      deliver to the Mortgages Trustee all Title Deeds and
                           (subject to receipt of up to date schedules) the
                           transfers and assignations referred to in Clause 6.3
                           (Transfer Documents) duly executed by the Seller; and

                  (ii)     give formal notice of the transfers and assignations
                           to the relevant Borrowers, insurers and other persons
                           (all such notices being in such form or forms as may
                           be required by the Mortgages Trustee or the Funding
                           Beneficiaries (with the written consent of the
                           Funding Security Trustees) or the Funding Security
                           Trustees).

6.3.     Transfer Documents: If an event set forth in any of paragraphs (a) to
         (f) of Clause 6.1 (Perfection Events) occurs, the transfers that the
         Seller is required to deliver are:

         (a)      transfers in the form set out in Part 1 of Schedule 2 (Form of
                  Transfer (Registered Land - England and Wales)) of all the
                  English Mortgages then in the Mortgage Portfolio secured (or
                  intended to be secured) over English Properties which comprise
                  registered land (including any English Property which is the
                  subject of an application for first registration at the Land
                  Registry);

         (b)      transfers in the form set out in Part 2 of Schedule 2 (Form of
                  Transfer (Unregistered Land - England and Wales)) of all the
                  English Mortgages then


                                       14
<PAGE>

                  in the Mortgage Portfolio secured (or intended to be
                  secured) over English Properties which comprise unregistered
                  land (excluding any which is the subject of an application
                  for first registration);

         (c)      assignations in the form set out in Part 3 of Schedule 2 (Form
                  of Transfer (Land Register - Scotland)) of all the Scottish
                  Mortgages then in the Mortgage Portfolio secured (or intended
                  to be secured over Scottish Properties title to which is
                  registered (or in the course of being registered) in the Land
                  Register of Scotland;

         (d)      assignations in the form set out in Part 4 of Schedule 2 (Form
                  of Transfer (Sasine Register - Scotland)) of all the Scottish
                  Mortgages then in the Mortgage Portfolio secured (or intended
                  to be secured) over Scottish Properties title to which is
                  recorded (or in the course of being recorded) in the General
                  Register of Sasines;

         (e)      transfers and assignations of the benefit of the Guarantees
                  relating to any relevant Mortgage Loan in the form of the
                  Assignment of Guarantees set out in Part 1 of Schedule 5
                  (Assignment of Guarantees) in relation to Guarantees governed
                  by English law and in the form of the Assignation of
                  Guarantees set out in Part 2 of Schedule 5 (Assignation of
                  Guarantees) in relation to Guarantees governed by Scots law;
                  and

         (f)      transfers and assignations of the Related Security or any
                  other property or security sold to the Mortgages Trustee under
                  this Agreement in such form as the Mortgages Trustee or the
                  Funding Security Trustees may reasonably require.

         The Mortgages Trustee or any one of the Funding Beneficiaries (with the
         consent of the relevant Funding Security Trustee) or any one of the
         Funding Security Trustees may require that the form of any transfer or
         assignation referred to in this Clause 6.3 be changed at any time to
         reflect changes in law or relevant registry practice or requirements.

6.4.     Prior to Perfection: Prior to perfection pursuant to Clause 6.1
         (Perfection Events) and subject to Clause 7.3 (Seller Ratings) and
         Clauses 3.6 (Insurance) and 4.9 (Insurance) neither the Mortgages
         Trustee nor any Funding Beneficiary nor any Funding Security Trustee
         will:

         (a)      register or record itself at, or submit or require the
                  submission of any notice, form, request or application to, or
                  pay any fee for the registration or recording of, or the
                  noting of any interest at, the Land Charges Department of the
                  Land Registry or in the Registers of Scotland or at the Land
                  Registry in relation to the Mortgages Trustee's and/or
                  Funding's and/or Funding 2's interests in the Mortgage
                  Portfolio;

         (b)      give or require the giving of any notice to any Borrower,
                  insurer or any other person of:

                                       15
<PAGE>

                  (i)      the assignment or assignation of that Borrower's
                           Mortgage Loan and its Related Security or such other
                           property as may be included in the Mortgage Portfolio
                           to the Mortgages Trustee; or

                  (ii)     the charge by Funding of Funding's beneficial
                           interest in that Borrower's Mortgage Loan and its
                           Related Security or such other property to the
                           Security Trustee pursuant to the Funding Deed of
                           Charge; or

                  (iii)    the charge by Funding 2 of Funding 2's beneficial
                           interest in that Borrower's Mortgage Loan and its
                           Related Security or such other property to the
                           Funding 2 Security Trustee pursuant to the Funding 2
                           Deed of Charge; or

         (c)      send or require to be sent to any solicitor who has acted on
                  behalf of the Seller in respect of any Mortgage with respect
                  to which the Seller has not received a complete set of the
                  Title Deeds a letter or other communication requiring such
                  solicitor to hold such documents to the order of the Mortgages
                  Trustee, the Security Trustee or the Funding 2 Security
                  Trustee (as the case may be).

6.5.     Further Assurance: The Seller shall, subject to the other provisions of
         this Clause 6 (Perfection of the Assignment), upon request do all such
         other deeds, assurances, agreements, instruments, acts and things as
         the Mortgages Trustee, the Funding Beneficiaries or the Funding
         Security Trustees may require in order to give effect to the terms of
         this Agreement and the assignments and assignations contemplated
         herein.

7.       Undertakings

7.1.     Administration: The Mortgages Trustee and each Funding Beneficiary
         undertake that they will at all times (or will direct the Administrator
         at all times to) administer and enforce (and exercise their powers and
         rights and perform their obligations under) the Mortgage Conditions and
         the Mortgage Loan Agreement relating to each Mortgage Loan comprised in
         the Mortgage Portfolio and their Related Security in accordance with
         the Administration Procedures (for so long as these exist and
         thereafter in accordance with such policies as would be applied by a
         reasonable, prudent mortgage lender in the conduct of its business).

7.2.     Reimbursement of Borrower: The Seller hereby undertakes with the
         Mortgages Trustee and each Funding Beneficiary that, in the event that
         any Borrower establishes that it has at any time prior to the Initial
         Closing Date or, as the case may be, the relevant Assignment Date, paid
         to the Seller any amounts in excess of sums due to the Seller as at the
         date of payment under the Mortgage Conditions applicable to that
         Mortgage Loan (other than any Overpayment made by a Borrower under
         Flexible Mortgage Loan) the Seller will reimburse the Borrower for such
         overpayment together with any interest, cost or other expense
         associated therewith. The Seller further agrees to hold the Mortgages
         Trustee and each Funding Beneficiary harmless against any such claims
         and to indemnify the Mortgages Trustee and each Funding Beneficiary on
         an after Tax basis in relation to any costs, expense, loss or other
         claim which may arise in connection therewith. Any payment made by the
         Seller to the Mortgages Trustee and each Funding Beneficiary in
         discharge of the foregoing


                                       16
<PAGE>

         indemnity shall be regarded as a rebate of part of the Purchase Price
         of the relevant Mortgage Loan.

7.3.     Seller Ratings: The Seller hereby undertakes with the Mortgages
         Trustee, each Funding Beneficiary and each Funding Security Trustee
         that if the long term unsecured, unsubordinated and unguaranteed debt
         obligations of the Seller cease to be assigned a long term credit
         rating:

         (a)      from Moody's of no lower than Baal or from Fitch of no lower
                  than BBB+, the Seller (unless Moody's or Fitch, as applicable,
                  confirms that the then current ratings of the Notes will not
                  be adversely affected) will deliver to the Mortgages Trustee,
                  each Funding Beneficiary and each Funding Security Trustee
                  (upon request) and the Rating Agencies details of the names
                  and addresses of the Borrowers with Mortgage Loans then in the
                  Mortgage Portfolio on computer diskette and a draft letter of
                  notice to such Borrowers of the sale and assignment of those
                  Mortgage Loans and their Related Security to the Mortgages
                  Trustee in the form set out in Schedule 8 (Form of
                  Notification to Borrowers); and

         (b)      from S&P of no lower than BBB-, from Moody's of no lower than
                  Baa3 or from Fitch of no lower than BBB-, the Seller (unless
                  S&P, Moody's and Fitch, as applicable, confirms that the
                  then-current ratings of the Notes will not be adversely
                  affected) shall within 10 Business Days of such cessation give
                  notice of the sale and assignment effected by this Agreement
                  (and, in the case of any Scottish Mortgage Loan, the making of
                  the relevant Scottish Trust Deed) to each Borrower with a
                  Mortgage Loan then in the Mortgage Portfolio in the form set
                  out in Schedule 8 (Form of Notification to Borrowers) (and if
                  the Seller fails to give such notice, then the Mortgages
                  Trustee shall give such notice as the Seller's attorney under
                  the power of attorney set out in Schedule 10 (Power of
                  Attorney in favour of the Mortgages Trustee, each Funding
                  Beneficiary and each Funding Security Trustee)),

         (c)      provided that, in respect of Clause 7.3(a), should the Seller
                  be required as described in such Clause to provide the details
                  of the names and addresses of Borrowers to the Mortgages
                  Trustee and/or each Funding Beneficiary, the Mortgages Trustee
                  and each Funding Beneficiary (to the extent, in respect of
                  Funding, that such information is to be delivered to Funding
                  other than at its United Kingdom branch office) hereby agrees
                  to appoint an agent that is located in the United Kingdom and
                  which maintains all appropriate registrations, notifications,
                  licences and authorities (if any) required under the Data
                  Protection Act 1998 to receive and maintain such information
                  on its behalf, and under no circumstances shall either the
                  Mortgages Trustee or Funding accept such information at its
                  Jersey registered office or otherwise in Jersey (unless Jersey
                  is declared an "approved state" by the European Commission, in
                  which case such data may be delivered to the Mortgages Trustee
                  and/or Funding at their respective Jersey offices).

7.4.     Pending Perfection: The Seller undertakes to the Mortgages Trustee,
         each Funding Beneficiary and each Funding Security Trustee that,
         pending perfection under Clause 6 (Perfection of the Assignment), the
         Seller:

                                       17
<PAGE>

         (a)      shall promptly notify the Mortgages Trustee, each Funding
                  Beneficiary and (upon request) each Funding Security Trustee
                  if it receives written notice of any litigation or claim
                  calling into question in any material way the Seller's or the
                  Mortgages Trustee's title to any Mortgage Loan comprised in
                  the Mortgage Portfolio or its Related Security or if it
                  becomes aware of any material breach of any of the
                  Representations and Warranties or other obligations under this
                  Agreement; and

         (b)      shall, if reasonably required so to do by the Mortgages
                  Trustee, participate or join in and lend its name to and take
                  such other steps as may reasonably be required by the
                  Mortgages Trustee in relation to, any legal proceedings in
                  respect of the Mortgage Loans and their Related Security to
                  the extent necessary to protect, preserve and enforce the
                  Seller's or the Mortgages Trustee's or any Funding
                  Beneficiary's or any Funding Security Trustee's title to or
                  interest in any Mortgage Loan or its Related Security provided
                  that the Seller is reimbursed, subject to and in accordance
                  with the relevant priority of payments under and in accordance
                  with the Transaction Documents, by the Mortgages Trustee and
                  the Funding Beneficiaries for the reasonable legal expenses
                  and costs of such proceedings.

7.5.     Responsibility of Seller: The Seller hereby further undertakes with the
         Mortgages Trustee and each Funding Beneficiary that it is and at all
         times shall remain solely responsible for any Product Switches (other
         than a Re-Fixed Mortgage Loan), for funding any Cash Re-Draws made by a
         Borrower under the Mortgage Conditions and the Mortgage Loan Agreement
         relating to a Flexible Mortgage Loan, for funding any request for any
         Further Advance made by a Borrower, for funding any request for any
         Further Draw under a Personal Secured Loan and for paying to the
         Mortgages Trustee from time to time an amount equal to the Unpaid
         Interest associated with any Non-Cash Re-Draw made by a Borrower under
         the Mortgage Conditions and the Mortgage Loan Agreement relating to a
         Flexible Mortgage Loan. For the avoidance of doubt, neither the
         Mortgages Trustee nor any Funding Beneficiary will be required to
         advance moneys to the Seller or to a Borrower in order to fund such a
         Re-Draw or Further Advance or Further Draw in any circumstances
         whatsoever.

7.6.     Product Switches and Further Advances:

         (a)      The Administrator shall not:

                  (i)      accept an application from, or issue to any Borrower
                           any offer of a Further Advance; or

                  (ii)     accept an application from, or issue to any Borrower
                           any offer of a Product Switch (except in relation to
                           the exercise of an option by any Borrower for a new
                           fixed rate under a Fixed Rate Mortgage Loan),

                  without first having given notice in writing to the Seller
                  seeking confirmation from the Seller that the Seller will
                  repurchase the Mortgage Loan to which such offer relates
                  from the Mortgages Trustee in accordance with the terms of
                  this Agreement.

                                       18
<PAGE>

         (b)      If the Seller gives such confirmation to the Administrator,
                  the Administrator shall then issue to that Borrower the
                  relevant offer referred to in paragraph (a) above on behalf of
                  the Seller and shall (in the case of any offer referred to in
                  paragraph (a) above) then notify the Seller and Mortgages
                  Trustee in writing as soon as the Administrator has accepted
                  the mortgage documentation completed by the Borrower in
                  relation to such offer.

         (c)      The Mortgages Trustee shall not itself offer or make any
                  Product Switch or Further Advance (except in relation to the
                  exercise of an option by any Borrower for a new fixed rate
                  under a Fixed Rate Mortgage Loan).

7.7.     Standard Variable Rate: Subject to the provisions of Clause 7.9
         (Shortfall), the Seller covenants with and undertakes to the Mortgages
         Trustee, each Funding Beneficiary and each Funding Security Trustee
         that, where the Administrator determines on any date that there will be
         a Shortfall during the next succeeding Interest Period and notifies the
         Seller to such effect, the Seller shall take all steps which are
         necessary, including publishing any notice which is required in
         accordance with the Mortgage Conditions, to set the Standard Variable
         Rate and such other discretionary rates and margins applicable to the
         Mortgage Loans at such levels as may be notified to the Seller by the
         Mortgages Trustee, any Funding Beneficiary or any Funding Security
         Trustee (which rates shall be the same rates as previously notified to
         the Mortgages Trustee, each Funding Beneficiary and each Funding
         Security Trustee in accordance with Clause 4.3(b) of the Administration
         Agreement) as being the rates required in order for no Shortfall to
         arise.

7.8.     Security Powers of Attorney: On the Funding 2 Programme Date, the
         Seller shall grant security powers of attorney to the Mortgages
         Trustee, each Funding Beneficiary and each Funding Security Trustee in
         the form set out in Part 2 of Schedule 10 (Power of Attorney in favour
         of the Mortgages Trustee, each Funding Beneficiary and each Funding
         Security Trustee) allowing the Mortgages Trustee, any Funding
         Beneficiary and/or any Funding Security Trustee and their delegates
         from time to time (inter alia) to set the Standard Variable Rate, such
         other discretionary rates and margins applicable to the Mortgage Loans
         and (save for any Funding Security Trustee) the rate of (and terms
         relating to) the Existing Borrowers' Re-Fix Rate should the Seller fail
         to do so in accordance with its obligations under this Agreement, but
         only to the extent that such rates have been previously notified to the
         Mortgages Trustee, each Funding Beneficiary and each Funding Security
         Trustee in accordance with Clause 4.3(b) of the Administration
         Agreement. On the delivery of such power of attorney in accordance with
         the previous sentence, the parties hereto agree that the power of
         attorney delivered by the Seller on 26 March 2001 in accordance with
         Clause 3.1(a) shall terminate and be of no further effect. Nothing in
         this Clause 7.8 shall prevent the Seller (or any of its attorneys from
         time to time) from setting a higher Northern Rock Standard Variable
         Rate or higher rates for other discretionary rates and margins (or in
         the case of the Existing Borrowers' Re-Fix Rate setting a higher rate
         and imposing terms more advantageous to the Mortgages Trustee) than
         those to be set or required by the Mortgages Trustee, each Funding
         Beneficiary and/or (other than in respect to an Existing Borrower's
         Re-Fix Rate) each Funding Security Trustee.

7.9.     Shortfall: Unless the Mortgages Trustee, any Funding Beneficiary or any
         Funding Security Trustee needs to do so to avoid a Shortfall, none of
         the Mortgages Trustee, each Funding Beneficiary or each Funding
         Security Trustee shall set the Standard


                                       19
<PAGE>

         Variable Rate and other discretionary rates and margins for Mortgage
         Loans which are in the Mortgages Trust (disregarding any discounts or
         additions to it) at rates higher than the then equivalent rates for
         mortgage loans which are not in the Mortgage Portfolio.

7.10.    Forwarding of Notice: Each Funding Security Trustee undertakes, upon
         receipt of any notice as specified in Clause 8.5(C) of the Mortgages
         Trust Deed, to forward such notice to the Mortgages Trustee, each
         Funding Beneficiary, the Seller and the Cash Manager in the manner set
         forth in Clause 20 (Notices) within three (3) London Business Days of
         receipt thereof. Each Funding Security Trustee shall have no other
         obligation other than the foregoing following receipt of such notice.

8.       Warranties and Repurchase by the Seller

8.1.     Representations and Warranties: The Seller makes the Representations
         and Warranties set out in Schedule 1 (Representations and Warranties)
         to the Mortgages Trustee, each Funding Beneficiary and each Funding
         Security Trustee:

         (a)      in respect of each Mortgage Loan and its Related Security in
                  the Initial Mortgage Portfolio as at the date hereof and on
                  the Initial Closing Date;

         (b)      in relation to each New Mortgage Loan (other than Personal
                  Secured Loans if specifically excluded from a Representation
                  and Warranty) and its Related Security in a New Mortgage
                  Portfolio, on the date of the service of the relevant New
                  Mortgage Portfolio Notice and on the relevant Assignment Date;

         (c)      in the form set out in Part 2 of Schedule 1 (Representations
                  and Warranties) in relation to the matters and at the dates
                  set out therein; and

         (d)      in the form set out in Part 3 of Schedule 1 (Representations
                  and Warranties) in relation to the matters and at the dates
                  set out therein.

8.2.     Reliance: The Seller acknowledges that the Representations and
         Warranties are made with a view to inducing the Mortgages Trustee, each
         Funding Beneficiary and each Funding Security Trustee either to enter
         into this Agreement and the other Transaction Documents to which each
         is a party or to agree to purchase the New Mortgage Loans and their
         Related Security comprised in each New Mortgage Portfolio, and that the
         Mortgages Trustee, each Funding Beneficiary and each Funding Security
         Trustee has entered into this Agreement and the other Transaction
         Documents to which it is a party in reliance upon the Representations
         and Warranties notwithstanding any information possessed or
         discoverable by the Mortgages Trustee any Funding Beneficiary and/or
         any Funding Security Trustee. The Mortgages Trustee, each Funding
         Beneficiary and each Funding Security Trustee acknowledges that they
         have not entered into this Agreement in reliance upon any
         representation, warranty or undertaking other than those set out in
         this Agreement or upon any other enquiry, investigation or search
         whatsoever.

8.3.     Remedies: The sole remedy of the Mortgages Trustee, each Funding
         Beneficiary and each Funding Security Trustee in respect of a breach of
         any of the Representations and Warranties shall be to take action under
         this Clause 8 (Warranties and Repurchase by the Seller) or under Clause
         8.4 (Adjustments to Trust Property) of the


                                       20
<PAGE>

         Mortgages Trust Deed. Furthermore, in respect of any actual or alleged
         breach of Clause 8.1 (Representations and Warranties), the Mortgages
         Trustee, any Funding Beneficiary or any Funding Security Trustee shall,
         as applicable:

         (a)      notify the Seller as soon as reasonably practicable following
                  any claim or intimation of claim by any person of or arising
                  from such actual or alleged breach and thereafter keep the
                  Seller informed in relation to such claim or intimation;

         (b)      not settle or compromise any such claim made or intimated or
                  otherwise do anything which may be prejudicial to the position
                  of the Seller in relation thereto having regard to this
                  Agreement, except pursuant to the written directions of the
                  Seller or with the Seller's prior written approval, such
                  directions and approval not to be unreasonably withheld; and

         (c)      comply with the Seller's reasonable directions as to
                  answering, disputing, defending, compromising, settling, or
                  otherwise in relation to the claim made or initiated
                  (including without limitation the instruction of particular
                  legal advisers), and if and to the extent required by the
                  Seller, do such things as the Seller may reasonably require to
                  enable and authorise the Seller or persons nominated by the
                  Seller to answer, dispute, defend, compromise, settle or
                  otherwise deal with any such claim or intimated claim, or
                  mitigate loss or potential loss on behalf of the Mortgages
                  Trustee, subject in each case to the Seller indemnifying the
                  Mortgages Trustee each Funding Beneficiary and each Funding
                  Security Trustee against the consequences of complying with
                  the Seller's directions and requirements.

8.4.     Repurchase: Subject to Clause 8.14 (Repurchase Not Possible), in the
         event of a material breach of any of the Representations or Warranties
         in respect of any Mortgage Loan and/or its Related Security as at the
         Initial Closing Date or, as the case may be, the relevant Assignment
         Date, which could have a material adverse effect on the Mortgage Loan
         and/or its Related Security (having regard to, among other things,
         whether a loss is likely to be incurred in respect of the Mortgage Loan
         to which the breach relates after taking account of the likelihood of
         recoverability or otherwise of any sums under any applicable insurance
         policies), and further provided that:

         (a)      the Mortgages Trustee has, or the Funding Beneficiaries or the
                  Funding Security Trustees have, given the Seller not less than
                  28 days' notice in writing;

         (b)      the Mortgages Trustee has obtained the consent of the Funding
                  Security Trustees; and

         (c)      such breach, where capable of remedy, is not remedied to the
                  satisfaction of the Funding Beneficiaries and the Funding
                  Security Trustees within the 28 day period referred to in (a)
                  (or such longer period as the Funding Beneficiaries and the
                  Funding Security Trustees may direct the Mortgages Trustee),

         then at the direction of the Funding Beneficiaries (with the consent of
         the Funding Security Trustees) or the Funding Security Trustees, the
         Mortgages Trustee may serve upon the Seller a notice in the form of the
         Loan Repurchase Notice whereupon the


                                       21
<PAGE>

         Seller will be required to repurchase (i) the relevant Mortgage Loan
         and its Related Security, (ii) any other Mortgage Loan secured or
         intended to be secured by that Related Security or any part of it and
         (iii) any other Mortgage Loan secured on the same Mortgaged Property as
         the relevant Mortgage Loan to which the breach relates in accordance
         with Clause 8.7 (Completion of Repurchase), provided, however, that the
         Funding Security Trustees shall have no duty to provide any such notice
         to the Seller or consider granting their consent pursuant to this
         Clause 8.4 unless the Funding Security Trustees have been notified by a
         party to a Transaction Document of such material breach of such
         Representation or Warranty which, in the opinion of such party (as
         communicated to the Funding Security Trustees), could have a material
         adverse effect on the related Mortgage Loan and/or its Related
         Security, taking into account the considerations provided in this
         Clause 8.4, and further provided that prior to receipt of such notice
         the Funding Security Trustees shall be entitled to assume that no such
         material breach has occurred.

8.5.     Purchase of Product Switches, Further Advances and purchases relating
         to Personal Secured Loans: In the event of there being at any date in
         respect of any Mortgage Loan assigned to the Mortgages Trustee
         hereunder a PS/FA/PSL Event (other than a Mortgage Loan becoming a
         Re-Fixed Mortgage Loan, such PS/FA/PSL Event being dealt with under
         Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans)), the Seller may
         at any time serve notice in the form of the Loan Repurchase Notice on
         the Mortgages Trustee whereupon the Mortgages Trustee will be required
         to sell and to transfer to the Seller in accordance with Clause 8.7
         (Completion of Repurchase):

         (a)      any Mortgage Loan subject to a PS/FA/PSL Event, together with
                  its Related Security;

         (b)      any other Mortgage Loan secured or intended to be secured by
                  the Related Security referred to in (a) above or any part of
                  it; and

         (c)      any other Mortgage Loan secured on the same Mortgaged Property
                  that secures the Mortgage Loan subject to a PS/FA/PSL Event,
                  together with its Related Security,

         each such Mortgage Loan to be identified in the Loan Repurchase Notice
         (any such Mortgage Loan or Mortgage Loans, a "PS/FA/PSL Mortgage
         Loan"), free from the Mortgages Trust and any right or interest that
         any Funding Security Trustee may have in such PS/FA/PSL Mortgage Loan
         and its Related Security under the Funding Deed of Charge and/or the
         Funding 2 Deed of Charge (as applicable). Any PS/FA/PSL Mortgage Loan
         purchased by the Seller shall be released from the Mortgages Trust and
         shall no longer constitute part of the Mortgage Portfolio and shall be
         released from any right or interest that any Funding Security Trustee
         may have had in such Mortgage Loan and its Related Security under the
         Funding Deed of Charge and/or the Funding 2 Deed of Charge (as
         applicable) prior to such repurchase.

8.6.     Repurchase of Fixed Rate Mortgage Loans:

         (a)      Where a Mortgage Loan bears interest at a fixed rate for a
                  certain period (the "initial fixed rate period"), after the
                  expiry of which the Borrower is entitled to exercise an option
                  for a new fixed rate (whether or not subject to certain

                                       22
<PAGE>

                  conditions), the Mortgages Trustee may by notice in writing to
                  the Seller given at any time not more than 60 days before the
                  expiry of that initial fixed rate period (which for the
                  avoidance of doubt shall exclude any period of extension to
                  which the relevant Borrower is entitled), offer to re-sell to
                  the Seller that Mortgage Loan together with its Related
                  Security if that Mortgage Loan becomes a Re-Fixed Mortgage
                  Loan during the 3-month period immediately following the end
                  of that initial fixed rate period. The offer will be in
                  writing in the form set out in Schedule 9 (Offer under Clause
                  8.6 (Repurchase of Fixed Rate Mortgage Loans)) and will be
                  signed by or on behalf of the Mortgages Trustee.

         (b)      The Seller may accept the offer made in accordance with
                  paragraph (a) above on the date on which that Mortgage Loan
                  becomes a Re-Fixed Mortgage Loan during the 3-month period
                  immediately following the end of the initial fixed rate period
                  relating to it, only by payment to the Mortgages Trustee of
                  the consideration payable for the repurchase of the relevant
                  Mortgage Loan and its Related Security in accordance with
                  Clause 8.7 (Completion of Repurchase).

         (c)      The parties hereto acknowledge that the effect of the payment
                  to the Mortgages Trustee by the Seller of the consideration
                  for the repurchase of the relevant Mortgage Loan and its
                  Related Security in accordance with paragraph (b) above will
                  be the assignment and transfer to the Seller of the beneficial
                  ownership of, and all of the Mortgages Trustee's beneficial
                  right, title, interest and benefit in and to, that Mortgage
                  Loan, and completion of the repurchase shall be effected by
                  the parties in accordance with Clause 8.7 (Completion of
                  Repurchase).

         (d)      The Seller hereby covenants and undertakes that if it does not
                  accept the offer made by the Mortgages Trustee in accordance
                  with paragraph (b) above, then whether or not the Mortgage
                  Loan becomes a Re-Fixed Mortgage Loan, it will set the
                  Existing Borrowers' Re-Fix Rate applicable for the 3-month
                  period immediately after expiry of the initial fixed rate
                  period relating to that Mortgage Loan at a rate not less than
                  that (and on terms not less advantageous to the Mortgages
                  Trustee or the Funding Beneficiaries than those) notified from
                  time to time to the Seller by the Mortgages Trustee, the
                  Funding Beneficiaries or the Administrator as being required
                  by the Mortgages Trustee or any Funding Beneficiary.

8.7.     Completion of Repurchase: Completion of any repurchase or re-transfer
         or purchase or transfer, as applicable, shall take place:

         (a)      in the case of any repurchase or re-transfer pursuant to
                  Clause 8.4 (Repurchase) or any purchase or transfer pursuant
                  to Clause 8.5 (Purchase of Product Switches, Further Advances
                  and purchases relating to Personal Secured Loans) on the first
                  London Business Day immediately following expiry of a period
                  of 10 days following the date of the service upon the Seller
                  of the relevant Loan Repurchase Notice or at the Seller's
                  earlier election; or

         (b)      in the case of any repurchase or re-transfer pursuant to
                  Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans),
                  immediately upon the Mortgage Loan becoming a Re-Fixed
                  Mortgage Loan,

                                       23
<PAGE>

         whereupon, the Seller shall pay to the Mortgages Trustee an amount
         equal to the Current Balance of such Mortgage Loan or Mortgage Loans
         and any Related Security and all Arrears of Interest and Accrued
         Interest relating thereto as at the date of completion of such
         repurchase. The provisions of Clause 8.8 (Transfers), Clause 8.9
         (Documentation) and Clause 8.16 (Scottish Trust) shall apply to any
         such repurchase or re-transfer.

8.8.     Transfers: On the date of completion of any repurchase of a Mortgage
         Loan and its Related Security in accordance with this Clause 8
         (Warranties and Repurchase by the Seller), the Mortgages Trustee and
         each Funding Beneficiary shall at the cost of the Seller execute and
         deliver or cause their respective duly authorised attorneys to execute
         and deliver to the Seller:

         (a)      if perfection of the assignment and assignation to the
                  Mortgages Trustee has occurred in accordance with Clause 6
                  (Perfection of the Assignment):

                  (i)      if the relevant Mortgage is over Registered Land, a
                           transfer of such Mortgage to the Seller in the form
                           of the Registered Transfer; or

                  (ii)     if the relevant Mortgage is over Unregistered Land, a
                           transfer to the Seller in the form of the
                           Unregistered Transfer; or

                  (iii)    if the relevant Mortgage is a Scottish Mortgage, an
                           assignation to the Seller in the applicable form of
                           Scottish Transfer;

         (b)      a re-assignment or retrocession of the rights of the Mortgages
                  Trustee in respect of the relevant Related Security each in a
                  form reasonably acceptable to the Seller (which shall, in the
                  case of the re-assignment of the Insurance Contracts, be
                  substantially in the form of the Assignment of Insurance
                  Contracts set out in Schedule 3 (Assignment of Insurance
                  Contracts); and

         (c)      a notification to the Administrator that all further sums due
                  in respect of such repurchased Mortgage Loan are for the
                  Seller's account.

8.9.     Documentation: Upon any completion of the repurchase of any Mortgage
         Loan and its Related Security in accordance with this Clause 8
         (Warranties and Repurchase by the Seller) the Seller shall cease to be
         under any further obligation to hold any Title Deeds or other documents
         relating to such Mortgage Loan or Mortgage Loans and its Related
         Security to the order of the Mortgages Trustee and any Funding Security
         Trustee and if the Mortgages Trustee or any Funding Security Trustee
         then holds the Title Deeds, the Mortgages Trustee or, as the case may
         be, such Funding Security Trustee shall forthwith return them to the
         Seller. Any such repurchase by the Seller of a Mortgage Loan or
         Mortgage Loans and its or their Related Security shall constitute a
         discharge and release of the Seller from any claims which the Mortgages
         Trustee and/or any Funding Beneficiary and/or any Funding Security
         Trustee may have against the Seller arising from the relevant
         Representation or Warranty in relation to that Mortgage Loan or
         Mortgage Loans and its or their Related Security only, but shall not
         affect any rights arising from a breach of any other express provision
         of this Agreement or any Representation or Warranty in relation to any
         other Mortgage Loan and other Related Security.

                                       24
<PAGE>

8.10.    Notification: For so long as the Seller is the Administrator, forthwith
         after it becomes aware of any event which may reasonably give rise to
         an obligation under this Clause 8 (Warranties and Repurchase by the
         Seller) to repurchase any Mortgage Loan it shall notify the Mortgages
         Trustee, each Funding Beneficiary and each Funding Security Trustee in
         writing thereof as soon as reasonably practicable.

8.11.    No Prejudice: The terms of this Clause 8 (Warranties and Repurchase by
         the Seller) shall not prejudice the rights of the Mortgages Trustee or
         the Beneficiaries under the Mortgages Trust Deed.

8.12.    Claims against Seller: If a breach of a Representation or Warranty
         arises in respect of any Mortgage Loan and (in either case) no
         repurchase requirement arises in respect of the Seller pursuant to this
         Clause 8 (Warranties and Repurchase by the Seller), neither the
         Mortgages Trustee, nor any Funding Beneficiary or any Funding Security
         Trustee shall have any claim against the Seller in respect of, or in
         relation to, such breach of Representation or Warranty in relation to
         that Mortgage but without prejudice to Clause 8.14 (Repurchase Not
         Possible) and Clause 8.15 (Indemnity) of this Agreement and Clause 8.5
         (Adjustments to Trust Property) of the Mortgages Trust Deed. For the
         avoidance of doubt, save as provided for in this Clause 8 (Warranties
         and Repurchase by the Seller), the Seller is not obliged to repurchase
         any other Mortgage Loan or its Related Security.

8.13.    Assignment: If the Seller makes any payment to the Mortgages Trustee
         GIC Account (or as the Mortgages Trustee shall direct) in full
         satisfaction of any claim made by the Mortgages Trustee, any Funding
         Beneficiary or any Funding Security Trustee in relation to any
         Representation or Warranty set out in Schedule 1 (Representations and
         Warranties), the Mortgages Trustee, each Funding Beneficiary and each
         Funding Security Trustee, as the case may be, shall assign to the
         Seller such rights as they have against any third party which relate to
         such claim.

8.14.    Repurchase Not Possible: If a Mortgage Loan has never existed, or has
         ceased to exist, such that it is not outstanding on the date on which
         it is due to be repurchased pursuant to this Clause 8 (Warranties and
         Repurchase by the Seller), the Seller shall not be obliged to
         repurchase the Mortgage Loan and the Related Security but shall instead
         indemnify the Mortgages Trustee, each Funding Beneficiary and each
         Funding Security Trustee against any loss suffered by reason of any
         Representation or Warranty relating to or otherwise affecting that
         Mortgage Loan being untrue or incorrect by reference to the facts
         subsisting at the date on which the relevant Representation or Warranty
         was given, provided that the amount of such indemnity shall not exceed
         the sum of (i) the Current Balance of the Mortgage Loan that would have
         been payable by the Borrower in respect of such Mortgage Loan on and
         after the relevant completion date for the repurchase in relation to
         such Mortgage Loan had the Mortgage Loan existed and complied with each
         of the Representations and Warranties set out Schedule 1
         (Representations and Warranties) as at such date in relation to such
         Mortgage Loan and (ii) interest thereon from such relevant completion
         date at the weighted average yield of the Mortgage Loans.

8.15.    Indemnity: The Seller shall indemnify the Mortgages Trustee against any
         loss suffered as a result of any Borrower exercising a right of set-off
         against the Mortgages Trustee provided that the amount of such
         indemnity in relation to any Mortgage Loan shall not exceed the sum of
         the Current Balance of that Mortgage Loan and interest


                                       25
<PAGE>

         payable by the Borrower under that Mortgage Loan as at the date that
         the Borrower exercises the right of set-off.

8.16.    Scottish Trust: Upon any completion of the repurchase or purchase by
         the Seller of any Scottish Mortgage Loan and its Related Security in
         accordance with this Clause 8 (Warranties and Repurchase by the Seller)
         such Scottish Mortgage Loan and its Related Security shall thereupon be
         released from the Scottish Trust and shall cease to form part of the
         Scottish Trust Property.

9.       Further Assurance

         The parties hereto agree that they will co-operate fully to do all such
         further acts and things and execute any further documents that may be
         necessary or desirable to give full effect to the transactions
         contemplated by this Agreement (but subject always to Clause 6
         (Perfection of the Assignment)).

10.      Consequences of Breach

         Without prejudice to Clause 8 (Warranties and Repurchase by the
         Seller), the Mortgages Trustee, each Funding Beneficiary and each
         Funding Security Trustee severally acknowledges to and agrees with the
         Seller, and each Funding Security Trustee severally acknowledges to and
         agrees with each Funding Beneficiary and the Mortgages Trustee (and
         with each other Funding Security Trustee), that the Seller shall have
         no liability or responsibility (whether, in either case, contractual,
         tortious or delictual, express or implied) for any loss or damage for
         or in respect of any breach of, or any act or omission in respect of,
         any of its obligations hereunder other than loss or damage directly
         (and not indirectly or consequentially) suffered by:

         (a)      the Mortgages Trustee; and/or

         (b)      Funding or the assets comprised in the Funding Security
                  constituted by the Funding Deed of Charge; and/or

         (c)      Funding 2 or the assets comprised in the Funding 2 Security
                  constituted by the Funding 2 Deed of Charge,

         by reason of such breach, act or omission. For this purpose (and
         without limiting the scope of the above exclusion in respect of
         indirect or consequential loss or damage) any loss or damage suffered
         by the Mortgages Trustee and/or any Funding Beneficiary or such assets
         which would not have been suffered by it or such assets had the breach,
         act or omission in question not also been or given rise to an Event of
         Default or enforcement of the security constituted by the Funding Deed
         of Charge or enforcement of the security constituted by the Funding 2
         Deed of Charge shall be treated as indirect or consequential loss or
         damage.

11.      Subordination

         The Seller agrees with the Mortgages Trustee, each Funding Beneficiary
         and each Funding Security Trustee that on the enforcement of any
         Mortgage any sums owed to the Seller by a Borrower secured under such
         Mortgage and the rights and remedies of the Seller in respect of the
         sums owed to the Seller shall at all times be subject and subordinated
         to any sums owed to the Mortgages Trustee by the Borrower and to the


                                       26
<PAGE>

         rights and remedies of the Mortgages Trustee in respect of such sums
         owed to the Mortgages Trustee by the Borrower.

12.      Non-Merger

         Any term of this Agreement to which effect is not given on the Initial
         Closing Date or on any Assignment Date (including in particular, but
         without limitation, the liability of the Seller under the
         Representations and Warranties and the provisions of Clause 4 (Sale and
         Purchase of New Mortgage Portfolios)) shall not merge and shall remain
         in full force and effect notwithstanding the sale and purchase
         contemplated by this Agreement.

13.      No Agency or Partnership

         It is hereby acknowledged and agreed by the parties that nothing in
         this Agreement shall be construed as giving rise to any relationship of
         agency, save as expressly provided herein, or partnership between the
         parties and that in fulfilling its obligations hereunder, each party
         shall be acting entirely for its own account.

14.      Payments

         All payments to be made pursuant to this Agreement shall be made in
         sterling in immediately available funds without exercising or seeking
         to exercise any right of set-off as may otherwise exist and shall be
         deemed to be made when they are received by the payee and shall be
         accounted for accordingly unless failure to receive any payment is due
         to an error by the payee's bank.

15.      Assignment

15.1.    Assignment: Subject always to the provisions of Clause 16 (Funding
         Security Trustees), no party hereto shall be entitled to assign all or
         any part of its rights or obligations hereunder to any other party
         without the prior written consent of each of the other parties hereto
         (which shall not, if requested, be unreasonably withheld) save that:

         (a)      Funding shall be entitled to assign by way of security all or
                  any of its rights under this Agreement without such consent to
                  the Security Trustee pursuant to the Funding Deed of Charge
                  and the Security Trustee may at its sole discretion assign all
                  or any of its rights under or in respect of this Agreement
                  without such consent to any successor Security Trustee under
                  the Funding Deed of Charge and may assign all or any part of
                  the Funding Security upon an enforcement of the Funding
                  Security in accordance with the Funding Deed of Charge; and

         (b)      Funding 2 shall be entitled to assign by way of security all
                  or any of its rights under this Agreement without such consent
                  to the Funding 2 Security Trustee pursuant to the Funding 2
                  Deed of Charge and the Funding 2 Security Trustee may at its
                  sole discretion assign all or any of its rights under or in
                  respect of this Agreement without such consent to any
                  successor Funding 2 Security Trustee under the Funding 2 Deed
                  of Charge and may assign all or any part of


                                       27
<PAGE>

                  the Funding 2 Security upon an enforcement of the Funding 2
                  Security in accordance with the Funding 2 Deed of Charge.

15.2.    Acknowledgement of Security Assignment: The Seller acknowledges that:

         (a)      on the assignment by Funding of its rights under this
                  Agreement to the Security Trustee pursuant to the Funding Deed
                  of Charge, the Security Trustee may enforce such rights in the
                  Security Trustee's own name without joining Funding in any
                  such action (which right the Seller hereby waives) and the
                  Seller hereby waives as against the Security Trustee any
                  rights or equities in its favour arising from any course of
                  dealing between the Seller and Funding; and

         (b)      on the assignment by Funding 2 of its rights under this
                  Agreement to the Funding 2 Security Trustee pursuant to the
                  Funding 2 Deed of Charge, the Funding 2 Security Trustee may
                  enforce such rights in the Funding 2 Security Trustee's own
                  name without joining Funding 2 in any such action (which right
                  the Seller hereby waives) and the Seller hereby waives as
                  against the Funding 2 Security Trustee any rights or equities
                  in its favour arising from any course of dealing between the
                  Seller and Funding 2.

16.      Funding Security Trustees

16.1.    Vesting of Rights: If there is any change in the identity of the
         security trustee in accordance with the Funding Deed of Charge, the
         Seller, the Mortgages Trustee, each Funding Beneficiary and the Funding
         2 Security 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 hereunder
         and releasing the outgoing security trustee from its future obligations
         under this Agreement and the Seller shall give notice thereof to the
         Rating Agencies. If there is any change in the identity of the security
         trustee in accordance with the Funding 2 Deed of Charge, the Seller,
         the Mortgages Trustee, each Funding Beneficiary and the Security
         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 hereunder
         and releasing the outgoing security trustee from its future obligations
         under this Agreement and the Seller shall give notice thereof to the
         Rating Agencies.

16.2.    No Assumption: It is hereby acknowledged and agreed that by its
         execution of this Agreement no Funding Security Trustee shall assume or
         have any of the obligations or liabilities of the Seller, any Funding
         Beneficiary or the Mortgages Trustee or any other Funding Security
         Trustee hereunder. Furthermore, any liberty or power which may be
         exercised or any determination which may be made hereunder by a Funding
         Security Trustee may be exercised or made in its absolute 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 or the Funding 2 Deed of Charge (as applicable) and the
         Funding Beneficiary Deed. Without prejudice to the generality of the
         foregoing, all references to any Funding Security Trustee taking action
         in connection with any duty of the Seller shall also be read subject to
         Clause 25 and Schedule 4 of the Administration Agreement.

                                       28
<PAGE>

17.      New Intercompany Loans

         On each occasion that a Funding Beneficiary enters into an Intercompany
         Loan Agreement or is the recipient of a loan advance under an
         Intercompany Loan Agreement, then the Seller, the Mortgages Trustee,
         each Funding Beneficiary and each Funding Security Trustee shall
         execute such documents and take such action as may be required by the
         Rating Agencies for the purpose of including the applicable Issuer in
         the Transaction or taking account of such Intercompany Loan or loan
         advances and or providing for the rights and obligations of such Issuer
         or the relevant Funding Beneficiary, including, without limitation:

         (a)      effecting any necessary changes to Clause 4 (Sale and Purchase
                  of New Mortgage Portfolios);

         (b)      ensuring that any Transaction Document relevant to such Issuer
                  has been executed and delivered prior to the relevant Closing
                  Date;

         (c)      executing and delivering all documents required by Clause 4.4
                  (Closing and Conditions Precedent) in relation to any New
                  Mortgage Portfolio.

18.      Non Petition Covenant; Limited Recourse

18.1.    Non Petition Covenant: Each of the parties hereto (except for, in the
         case of Funding, the Security Trustee and, in the case of Funding 2,
         the Funding 2 Security Trustee) hereby agrees that it shall not
         institute against any Funding Beneficiary or the Mortgages Trustee any
         winding-up, administration, insolvency or similar proceedings so long
         as any sum is outstanding under any Intercompany Loan Agreement of any
         Issuer or for two years plus one day since the last day on which any
         such sum was outstanding.

18.2.    Limited Recourse: Each of the parties hereto agrees that:

         (a)      in relation to the Mortgages Trustee, any amount payable by
                  the Mortgages Trustee to any other party to this Agreement
                  under this Agreement not being an amount payable out of the
                  Trust Property in accordance with the terms of the Mortgages
                  Trust Deed shall only be payable to the extent that on that
                  date the Mortgages Trustee has sufficient funds to pay such
                  amount out of fees paid to it under the Mortgages Trust Deed;
                  and

         (b)      in relation to Funding:

                  (i)      only the Security Trustee may enforce the security
                           created in favour of the Security Trustee under the
                           Funding Deed of Charge in accordance with the
                           provisions thereof;

                  (ii)     notwithstanding any other provision of this Agreement
                           or any other Transaction Document, no sum due or
                           owing to any party to this Agreement from or by
                           Funding under this Agreement shall be payable by
                           Funding except to the extent that Funding has
                           sufficient funds available therefor or (following
                           enforcement of the Funding Security) the Security
                           Trustee has realised sufficient funds from the
                           Funding Security to pay such sum, in each case,
                           subject to and in accordance


                                       29
<PAGE>

                           with the relevant Funding Priority of Payments and
                           provided that all liabilities of Funding required to
                           be paid in priority thereto or pari passu therewith
                           pursuant to such Funding Priority of Payments have
                           been paid, discharged and/or otherwise provided for
                           in full; and

                  (iii)    it shall not take any steps for the purpose of
                           recovering any amount payable by Funding or enforcing
                           any rights arising out of this Agreement against
                           Funding otherwise than in accordance with the Funding
                           Deed of Charge.

         (c)      in relation to Funding 2:

                  (i)      only the Funding 2 Security Trustee may enforce the
                           security created in favour of the Funding 2 Security
                           Trustee under the Funding 2 Deed of Charge in
                           accordance with the provisions thereof;

                  (ii)     notwithstanding any other provision of this Agreement
                           or any other Transaction Document, no sum due or
                           owing to any party to this Agreement from or by
                           Funding 2 under this Agreement shall be payable by
                           Funding 2 except to the extent that Funding 2 has
                           sufficient funds available therefor or (following
                           enforcement of the Funding 2 Security) the Funding 2
                           Security Trustee has realised sufficient funds from
                           the Funding 2 Security to pay such sum, in each case,
                           subject to and in accordance with the relevant
                           Funding 2 Priority of Payments and provided that all
                           liabilities of Funding 2 required to be paid in
                           priority thereto or pari passu therewith pursuant to
                           such Funding 2 Priority of Payments have been paid,
                           discharged and/or otherwise provided for in full; and

                  (iii)    it shall not take any steps for the purpose of
                           recovering any amount payable by Funding 2 or
                           enforcing any rights arising out of this Agreement
                           against Funding 2 otherwise than in accordance with
                           the Funding 2 Deed of Charge.

18.3.    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.

                                       30
<PAGE>

19.      Amendments and Waiver

19.1.    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.

19.2.    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.

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

20.      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 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 01534 609 333) for the
                  attention of the Company Secretary;

         (c)      in the case of Funding, to Granite Finance Funding Limited, 69
                  Park Lane, Croydon CR9 1TQ, (facsimile number 020 8409 8911)
                  for the attention of the Company Secretary;

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

         (e)      in the case of Funding 2, to Granite Finance Funding 2
                  Limited, Fifth Floor, 100 Wood Street, London, EC2V 7EX
                  (facsimile number 020 7606 0643), for


                                       31
<PAGE>

                  the attention of the Company Secretary (with a copy to the
                  Seller in accordance with (a) above); and

         (f)      in the case of the Funding 2 Security Trustee, to The Bank of
                  New York, 48th Floor, One Canada Square, London E14 5AL
                  (facsimile number 020 7964 6399), for the attention of Global
                  Structured Finance (Corporate Trust);

         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 to the others by fifteen days prior written notice in accordance
         with the provisions of this Clause 20.

21.      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.

22.      Execution in Counterparts; Severability

22.1.    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.

22.2.    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.

23.      Governing Law and Submission to Jurisdiction

23.1.    Governing Law: This Agreement is governed by, and shall be construed in
         accordance with, English law (PROVIDED THAT any terms of this Agreement
         which are particular to the law of Scotland shall be construed in
         accordance with Scots law).

23.2.    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.

24.      Process Agent

         The Mortgages Trustee irrevocably and unconditionally appoints Mourant
         & Co. Capital (SPV) Limited at 69 Park Lane, Croydon CR9 1TQ or
         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.

                                       32
<PAGE>

25.      Appropriate Forum

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

26.      Transaction Documents

         To the extent necessary to comply with the requirements of Section 2
         Law of Property (Miscellaneous Provisions) Act 1989, this Agreement
         incorporates by reference to them the Transaction Documents.



AS WITNESS whereof the parties hereto have executed this Agreement for delivery
on the day and year first before written.

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

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


Name:




as Mortgages Trustee
EXECUTED for and on behalf of     )
GRANITE FINANCE TRUSTEES LIMITED  )
by                                )

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


Name:





                                       33
<PAGE>



as Beneficiary

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

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


Name:





as Beneficiary
EXECUTED by                                         )
GRANITE FINANCE FUNDING 2 LIMITED                   )
by                                                  )

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


Name:




as Security Trustee and Funding 2 Security Trustee
EXECUTED by                                         )
THE BANK OF NEW YORK                                )
by                                                  )

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


Name:



                                       34
<PAGE>



                                   SCHEDULE 1
                         REPRESENTATIONS AND WARRANTIES

                                     Part 1

1.       The particulars of each Mortgage Loan and its related Mortgage in the
         Initial Mortgage Portfolio set out in Appendix A to this Agreement are
         complete, true and accurate in all material respects.

2.       Immediately prior to a Closing Date or an Assignment Date, as the case
         may be, subject to completion of any registration or recording which
         may be pending at the Land Registry or the Registers of Scotland, the
         Seller was the absolute beneficial and legal owner of the Mortgage
         Loans, the Related Security and the other property to be assigned and
         transferred by the Seller to the Mortgages Trustee under this Agreement
         at such Closing Date or such Assignment Date, as the case may be, and
         the Seller has not assigned (whether by way of absolute assignment or
         by way of security only), transferred, charged, disposed of or dealt
         with the benefit of any of the Mortgage Loans or their related
         Mortgages, any of the other rights relating thereto or any of the
         property, rights, titles, interests or benefits to be sold or assigned
         pursuant to this Agreement other than pursuant to this Agreement.

3.       With the exception of Personal Secured Loans, the Mortgage Conditions
         and the Mortgage Loan Agreement for each Mortgage Loan and its related
         Mortgage and the Related Security constitutes a valid and binding
         obligation of the Borrower enforceable in accordance with its terms
         (save any terms which are not binding by virtue of the Unfair Terms in
         Consumer Contracts Regulations 1994 or the Unfair Terms in Consumer
         Contracts Regulations 1999) and each such related Mortgage and the
         Related Security secures the repayment of all advances, interest, costs
         and expenses payable by the relevant Borrower to the Seller in priority
         to any other charges registered against the relevant Mortgaged
         Property.

4.       At the time that it was made, each Mortgage Loan (other than Personal
         Secured Loans) complied in all respects with applicable laws,
         regulations and rules including, without limitation, consumer
         protection, data protection and contract law.

5.       Subject to completion of any registration which may be pending at the
         Land Registry or the Registers of Scotland, each Mortgage (other than a
         Mortgage in respect of a Regulated Personal Secured Loan) either
         constitutes, or will constitute, following registration at the Land
         Registry (in England and Wales), a first ranking charge by way of legal
         mortgage or following registration or recording at the Registers in
         Scotland, a first ranking standard security over the relevant Mortgaged
         Property.

6.       Each relevant Mortgaged Property is located in England, Wales or
         Scotland.

7.       All steps necessary to perfect the Seller's title to each Mortgage Loan
         and its related Mortgage were duly taken at the appropriate time or are
         in the process of being taken with all due diligence.

8.       No lien or right of set-off or counterclaim (other than a Right of
         Set-off referred to in Clause 8.15 (Indemnity)) has been created or
         arisen between the Seller and any


                                       35
<PAGE>

         Borrower which would entitle such Borrower to reduce the amount of any
         payment otherwise due under the relevant Mortgage Conditions and the
         Mortgage Loan Agreement save in relation to the Unfair Terms in
         Consumer Contracts Regulations 1994 or the Unfair Terms in Consumer
         Contracts Regulations 1999 and save in relation to section 75 of the
         CCA.

9.       Prior to making a Mortgage Loan to a Borrower, the Seller instructed or
         required to be instructed on its behalf solicitors to carry out in
         relation to the relevant Mortgaged Property all investigations,
         searches and other actions that would have been undertaken by the
         Seller acting in accordance with standards consistent with those of a
         reasonable and prudent mortgage lender, lending to Borrowers in England
         and Wales (in respect of English Mortgage Loans) and Scotland (in
         respect of Scottish Mortgage Loans), when advancing money in an amount
         equal to such advance to an individual to be secured on a property of
         the kind permitted under the Lending Criteria and a report on title was
         received by or on behalf of the Seller from such solicitors which,
         either initially or after further investigation revealed no material
         matter which would cause the Seller, acting reasonably, to decline the
         Mortgage Loan having regard to the Lending Criteria.

10.      In relation to each Mortgage the Borrower has a good and marketable
         title to the relevant Mortgaged Property.

11.      Prior to making a Mortgage Loan the relevant property was valued by an
         independent valuer from the panel of valuers from time to time
         appointed by the Seller or by an employee valuer of the Seller, and the
         results of such valuation would be acceptable to a reasonable and
         prudent mortgage lender.

12.      Prior to making a Mortgage Loan, the nature and amount of such Mortgage
         Loan, the circumstances of the relevant Borrower and nature of the
         relevant property satisfied the Lending Criteria in force at that time
         in all material respects.

13.      The exercise of any discretion by the Seller in the making of any
         Mortgage Loan has been consistent with the practice of a reasonable and
         prudent mortgage lender.

14.      Each Mortgage Loan and its related Mortgage has been made on the terms
         of the Standard Mortgage Documentation (so far as applicable) which has
         not been varied in any material respect, save for the making of the
         Base Rate Pledge.

15.      With the exception of agreements for Regulated Personal Secured Loans,
         no agreement for any Mortgage Loan (other than to the extent it relates
         to the funding of buildings insurance premiums) is or has ever been,
         wholly or partly regulated by the CCA (other than by Sections 137 to
         140 of the CCA) or constitutes an extortionate credit bargain under
         Sections 137 to 140 of the CCA or, to the extent it is so regulated or
         partly regulated, all the requirements of the CCA have been met in
         full. No Mortgage Loan is, or has ever been, a linked transaction
         within Section 19 of the CCA.

16.      Interest on each Mortgage Loan: (a) is charged on the capital balance
         of each Mortgage Loan in accordance with the provisions of the
         applicable Mortgage Conditions and the Mortgage Loan Agreement and its
         related Mortgage; (b) is not in any event adjusted by reference to the
         principal amount due thereunder; (c) is payable


                                       36
<PAGE>

         monthly in advance; and (d) is calculated by reference to the Standard
         Variable Rate or the Bank of England Base Rate, subject to any
         applicable caps, discounts and fixed rates and the Base Rate Pledge;
         and (e) subject to (d) above, may be set by the Seller and its
         successors and assigns to that Mortgage Loan.

17.      No payment of interest (or in the case of Repayment Mortgage Loans,
         principal and interest) equivalent to an amount in excess of one
         month's instalment at the applicable rate in respect of a Mortgage Loan
         in the Initial Mortgage Portfolio was at any time during the 12 months
         before the relevant Closing Date or Assignment Date, as the case may
         be, in arrears.

18.      So far as the Seller is aware, no Borrower is in material breach of its
         Mortgage Conditions.

19.      So far as the Seller is aware, the underwriting, origination and
         completion of each Mortgage Loan is not the subject of fraud by any
         person (including, without limitation, the Borrower or any professional
         or third party employed or engaged on behalf of the Seller).

20.      As at the date of this Agreement, the first payment due has been paid
         by the relevant Borrower in respect of each Mortgage Loan and each
         Mortgage Loan was fully performing.

21.      Where any Borrower is or was entitled to repayment of any early
         repayment charge in respect of any mortgage previously held by the
         Borrower with the Seller, that repayment has been or will be made by
         the Seller.

22.      Except where a Mortgaged Property was at completion of the relevant
         Mortgage (or, where appropriate, in the case of self-build properties,
         at the date of completion of the relevant mortgaged property) covered
         by the Block Buildings Policy or a block buildings policy providing
         equivalent cover, the Seller took all reasonable steps to ensure that
         at the date of completion of the relevant Mortgage Loan each Mortgaged
         Property was:

         (a)      insured under a buildings policy either (i) in the joint names
                  of the Borrower and the Seller or (ii) with the interest of
                  the Seller noted thereon;

         (b)      insured under a Block Buildings Policy; or

         (c)      with respect to leasehold properties, insured by the relevant
                  landlord with the Seller's approval,

         and in all cases against risks usually covered by a comprehensive
         buildings policy and to an amount not less than the full reinstatement
         cost of such Mortgaged Property as determined by an independent valuer
         or a valuer employed by the Seller.

23.      The Block Buildings Policy referred to above covers such fire and other
         commercial risks as would be required by the Seller acting in
         accordance with its normal standard for an amount not less than the
         full reinstatement value of the Properties covered by the Block
         Buildings Policy.

                                       37
<PAGE>

24.      The Insurance Contracts are in full force and effect and all premiums
         thereon due on or before the date of this Agreement have been paid in
         full and the Seller is not aware of any circumstances giving the
         insurer under the Insurance Contracts the right to avoid or terminate
         such policy in so far as it relates to the Mortgaged Properties or the
         Mortgage Loans. Where the Lending Criteria then in force required that
         a Mortgage Loan was covered by the Insurance Contract referred to in
         paragraph 1 of Schedule 4 (Insurance Contracts), that Mortgage Loan is
         covered by such Insurance Contract.

25.      To the extent that a Guarantee was required under the Lending Criteria
         in relation to a particular Mortgage Loan, that Guarantee constitutes
         the valid, binding and enforceable obligations of the guarantor
         thereunder (save to the extent that any term of the Guarantee is not
         valid, binding or enforceable by virtue of the Unfair Terms in Consumer
         Contracts Regulations 1994 or the Unfair Terms in Consumer Contracts
         Regulations 1999).

26.      If a Mortgaged Property is leasehold or long leasehold, written notice
         has been given to the landlord of the creation of the Mortgage.

27.      In relation to each English Mortgage, any person who at the date when
         the Mortgage Loan was made has been identified by the Borrower to the
         Seller as residing or about to reside in the relevant Mortgaged
         Property is either named as a joint Borrower or has signed a form of
         consent declaring that he or she agrees that any present or future
         rights or interests as he or she may have or acquire over or in respect
         of the relevant Mortgaged Property shall be postponed and made subject
         to the rights, interests and remedies of the Seller under the relevant
         Mortgage and that he or she shall not claim any such rights or
         interests against the Seller. In relation to each Scottish Mortgage,
         all necessary MHA Documentation has been obtained to as to ensure that
         neither the relevant Mortgage nor the relevant Mortgaged Property is
         subject to or affected by any statutory right of occupancy.

28.      No Borrower was under 18 years of age at the time of completion of the
         relevant Mortgage Loan.

29.      No Mortgage Loan has a final maturity beyond January 2039 or, following
         the redemption in full of all Notes issued by Funding Issuers, January
         2052.

30.      The Seller has procured that full and proper accounts, books and
         records have been kept showing clearly all material transactions,
         payments, receipts and proceedings relating to that Mortgage Loan and
         its Mortgage and all such accounts, books and records are up to date
         and in the possession of the Seller or held to its order (subject to
         the provisions of the Mortgages Trust Deed).

31.      The origination and collection practices employed by the Seller with
         respect to the Mortgage Loans have been, in all respects, legal and
         consistent with the practice of a reasonable and prudent mortgage
         lender.

32.      The Seller has not received written notice of any litigation or claim
         calling into question in any material way its title to any Mortgage
         Loan and its Mortgage or the value of any security. The Seller is not
         engaged in any litigation, and no litigation is pending or threatened
         by the Seller, against any person in connection with any report,
         valuation, opinion, certificate, consent or other statement of fact or
         opinion given in


                                       38
<PAGE>

         connection with any Mortgage Loan received by the Seller in connection
         with the origination of any Mortgage Loan.

33.      In respect of any Mortgaged Property which is subject to a second or
         subsequent mortgage or standard security, the Seller has first priority
         for the full amount of the Mortgage Loan (other than in respect of a
         Regulated Personal Secured Loan) and all costs, fees and expenses
         relative thereto.

34.      Subject to completion of any registration or recording which may be
         pending at the Land Registry or the Registers of Scotland, all Property
         Deeds and Mortgage Loan Files are held by, or to the order of, the
         Seller.

35.      Each Borrower is a natural person, and no Borrower is at present an
         employee or an officer of the Seller.

36.      All Mortgage Loans were originated by or on behalf of the Seller in the
         ordinary course of the Seller's residential secured lending activities.
         No Mortgage Loan was acquired by the Seller subject to any discount and
         no Mortgage Loan has been written down by the Seller in its accounts.

37.      The Mortgage Conditions and the Mortgage Loan Agreement in relation to
         each Mortgage Loan contain no obligations on the part of the Seller to
         make any further advances, and all costs, fees and expenses incurred in
         making, closing or registering the Mortgage Loans and the Related
         Security have been paid in full.

38.      All formal approvals, consents and other steps necessary to permit a
         legal or equitable or beneficial transfer or a transfer of servicing
         away from the Seller of the Mortgage Loans and their related Mortgages
         to be sold under this Agreement whenever required under the Transaction
         Documents have been obtained or taken and there is no requirement in
         order for the transfer to be effective to notify the Borrower before,
         on or after any equitable or beneficial transfer of the Mortgage Loans
         and their related Mortgages.

39.      So far as the Seller is aware, none of the terms in any Mortgage
         Conditions and the Mortgage Loan Agreement in relation to each Mortgage
         Loan and its related Mortgage are unfair terms within the meaning of
         the Unfair Terms in Consumer Contracts Regulations 1994 or the Unfair
         Terms in Consumer Contracts Regulations 1999 in any material respect
         save those which impose Early Repayment Charges.

40.      The Seller has confirmed to all relevant Borrowers that where any
         Mortgage Conditions and the Mortgage Loan Agreement relating to any
         Mortgage Loan provide that where any Early Repayment Charge is payable
         at any time when the interest rate payable under that Mortgage Loan is
         equal to or set by reference to the Standard Variable Rate (including
         without limitation where the Mortgage Conditions and the Mortgage Loan
         Agreement relating to the Mortgage Loan provide for a capped or
         discounted rate), the interest rate payable under that Mortgage Loan
         will be no more than 1.99 per cent. above the Bank of England's base
         rate.

                                       39
<PAGE>

41.      In relation to a Right to Buy Mortgage Loan:

         (a)      in the case of each English Mortgage Loan the Seller was at
                  the time of origination of that Mortgage Loan an approved
                  lending institution within the meaning given to that
                  expression in the Housing Act 1985;

         (b)      the original advance was made to the person exercising the
                  right to buy; and

         (c)      the original advance was made for the purposes of enabling the
                  recipient thereof to purchase the relevant Mortgaged Property.

         For the purpose of this paragraph 41, "Right to Buy Mortgage Loan"
         means (i) in relation to an English Mortgage Loan, a Mortgage Loan in
         respect of which the "right to buy" provisions of the Housing Act 1985
         apply (other than any Mortgage Loan in respect of which the period
         during which the statutory charge referred to in section 156 of that
         Act would have existed, had the relevant circumstances applied, has
         expired) and (ii) in relation to a Scottish Mortgage Loan, a Mortgage
         Loan in respect of which the "right to buy" provisions of the Housing
         (Scotland) Act 1987 apply (other than any Mortgage Loan in respect of
         which the period during which the seller's standard security referred
         to in section 72 of that Act remains in effect has expired).

42.      The loyalty discount applicable to certain Mortgage Loans after seven
         years will not apply to any such Mortgage Loans during any period when
         the interest rate is fixed.

43.      The Seller has paid to the relevant Borrower the full amount of the
         cashback payment in relation to any Cashback Mortgage Loan, either upon
         completion of the relevant Mortgage Loan or, if subsequent to
         completion, prior to the assignment of such Mortgage Loan to the
         Mortgages Trustee.

44.      No Mortgage Loan has a Current Balance of more than (GBP)500,000.

45.      Each English Mortgage Loan and its Related Security in the Mortgage
         Portfolio was made not earlier than 1 July 1995 and each Scottish
         Mortgage Loan and its Related Security in the Mortgage Portfolio was
         made not earlier than 1 July 2001.

46.      Each Mortgage Loan was originated by the Seller in pounds sterling and
         is denominated in pounds sterling (or originated and denominated in
         euro at any time when the euro has been adopted as the lawful currency
         of the United Kingdom) and is currently repayable in pounds sterling.

47.      The Seller's Lending Criteria are consistent with the criteria that
         would be used by a reasonable and prudent mortgage lender.

48.      The Seller is not aware of any material claim outstanding under any of
         the Buildings Policies relating to a Mortgaged Property.

49.      No Mortgage Loan has an LTV greater than 95 per cent. In relation to
         Personal Secured Loans, the combined LTV of the maximum amount of
         credit provided under that Personal Secured Loan and the other Mortgage
         Loan Agreements secured on the same property is not greater than 95 per
         cent.



                                       40
<PAGE>

50.      Each Mortgage Loan (other than a Personal Secured Loan) has been made
         for one of the following purposes:

         (a) the purchase of land; or

         (b)      the provision of dwellings or business premises on any land;
                  or

         (c)      the alteration, enlarging, repair or improvement of a dwelling
                  or business premises on any land provided that such land is
                  also the subject of either (i) an agreement by which the
                  relevant Borrower is provided with credit by the Seller for
                  any of the purposes in (a) or (b) above or (ii) an agreement
                  refinancing an agreement under which the relevant Borrower is
                  provided with credit by the Seller for any of the purposes in
                  (a) or (b) above; or

         (d)      to refinance any existing indebtedness of the relevant
                  Borrower, whether to the Seller or another person, under any
                  agreement by which the relevant Borrower was provided with
                  credit for any of the purposes in (a), (b) and (c) above.

                                       41
<PAGE>

                                     Part 2

1.       In respect of each of the Preliminary Prospectus as of its date (except
         insofar as the information contained therein has been amended,
         supplemented or deleted in the Prospectus) and the Prospectus as at the
         date thereof:

         (a)      each of them contained all information with respect to the
                  Seller, the Cut-Off Date Mortgage Portfolio and to the Notes
                  which was material in the context of the issue and offering of
                  the Notes (including all information required by English law);

         (b)      the statements contained in each of them relating to the
                  Seller and the Cut-Off Date Mortgage Portfolio were in every
                  material particular true and accurate and not misleading;

         (c)      the opinions and intentions expressed in each of them with
                  regard to the Seller and the Initial Mortgage Portfolio were
                  honestly held, were reached after considering all relevant
                  circumstances and were based on reasonable assumptions;

         (d)      there were no other facts in relation to the Seller, the
                  Cut-Off Date Mortgage Portfolio or the Notes the omission of
                  which would, in the context of the issue and offering of the
                  Notes, make any statement in either of them misleading; and

         (e)      all reasonable enquiries had been made by the Seller to
                  ascertain such facts and to verify the accuracy of all such
                  information and statements.

2.       The Seller has not acquired or owned or possessed any rights in the
         Mortgages Trustee or any Funding Beneficiary such that it would
         "control" the Mortgages Trustee or any Funding Beneficiary within the
         meaning of section 416 ICTA 1988.

         There is not any "connection" (within the meaning of section 87 Finance
         Act 1996) between either the Mortgages Trustee or any Funding
         Beneficiary, respectively, and any Borrower.


                                       42
<PAGE>

                                     Part 3

The Seller makes the following representations and warranties to the Mortgages
Trustee, each Funding Beneficiary and each Funding 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 its 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)      result in the existence or imposition of, nor oblige it to
                  create, any Security Interest in favour of any person over all
                  or any of its present or future revenues or assets save for
                  any which are created under or pursuant to the Transaction
                  Documents;

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

         (c)      conflict with its constitutional documents; or

         (d)      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 Licences: All governmental consents, licences and other
         approvals and authorisations required by Northern Rock, in its capacity
         as Seller, 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.

                                       43
<PAGE>


                                   SCHEDULE 2
              FORMS OF TRANSFERS: REGISTERED AND UNREGISTERED LAND
                             AND SCOTTISH TRANSFERS


                                       44
<PAGE>



                                     Part 1

             FORM OF TRANSFER (REGISTERED LAND - ENGLAND AND WALES)

                    In the form of the Land Registry Form TR4


                                       45
<PAGE>



                                     Part 2

            FORM OF TRANSFER (UNREGISTERED LAND - ENGLAND AND WALES)

This Transfer of Mortgages is made on [ ] between NORTHERN ROCK PLC (registered
number 3273685) whose registered office is at Northern Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (hereinafter called the "Transferor") of the one
part and GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose
registered office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
Islands (hereinafter called the "Transferee") of the other part.

WHEREAS:

(A)      By the charges by way of legal mortgage ("Mortgages") brief particulars
         of which are set out in the Annexure hereto the properties brief
         particulars of which are similarly set out ("Properties") became
         security for the repayment of the moneys therein mentioned.

(B)      By a mortgage sale agreement dated 26 March 2001 made between, amongst
         others, the Transferor and the Transferee (as amended, restated,
         varied, supplemented or novated from time to time), the Transferor has
         agreed to sell and the Transferee has agreed to buy all right, title,
         interest and benefit (both present and future) in and under the
         Mortgages for the consideration hereinafter mentioned.

NOW THIS DEED WITNESSETH as follows:

1.       In consideration of the sums payable and the other consideration under
         the Agreement by the Transferee (receipt of which is hereby
         acknowledged) the Transferor with full title guarantee hereby transfers
         unto the Transferee all right, title, interest and benefit (both
         present and future) in and under the Mortgages including for the
         avoidance of doubt:

         (i)      the right to demand, sue for, recover, receive and give
                  receipts for all principal moneys payable or to become payable
                  under the Mortgages or the unpaid part thereof and the
                  interest due or to become due thereon; and

         (ii)     the benefit of all securities for such principal moneys and
                  interest, the benefit of all consents to mortgage signed by
                  occupiers of the Properties, and the benefit of and the right
                  to sue on all covenants with the Transferor in each Mortgage
                  and the right to exercise all powers of the Transferor in
                  relation to each Mortgage; and

         (iii)    all the estate and interest in the Properties vested in the
                  Transferor subject to redemption or cesser; and

         (iv)     all causes of action of the Transferor against any person in
                  connection with any report, valuation, opinion, certificate or
                  other statement of fact or opinion or consent to mortgage
                  given in connection with any Mortgage or affecting the
                  Transferor's decision to make the relevant advance.

IN WITNESS of which NORTHERN ROCK PLC has caused this Transfer to be executed
and delivered as a deed on the date which appears first above.

                                       46
<PAGE>

EXECUTED under THE COMMON SEAL of           )
NORTHERN ROCK PLC                           )
affixed by order of the Board of Directors  )
in the presence of:                         )



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

Name:

Title:



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

Name:

Title:



[Alternative methods of executing as a deed will be acceptable if effective]


                                       47
<PAGE>



                                     Part 3

                   FORM OF TRANSFER (LAND REGISTER - SCOTLAND)

We, NORTHERN ROCK PLC, incorporated under the Companies Acts in England
(Registered Number 3273685) and having our Registered Office at Northern Rock
House, Gosforth, Newcastle upon Tyne NE3 4PL (the Transferor) CONSIDERING THAT
in terms of a Mortgage Sale Agreement among us the Transferor, GRANITE FINANCE
TRUSTEES LIMITED, incorporated under the law of Jersey (Registered Number 79309)
and having its Registered Office at 22 Grenville Street, St Helier, Jersey JE4
8PX, Channel Islands (the Transferee) and others dated 26 March 2001 (as
amended, restated, varied, supplemented or novated from time to time, the
Mortgage Sale Agreement) we have sold our whole right, title and interest in and
to the Standard Securities and others hereinafter mentioned to the Transferee
NOW THEREFORE we the Transferor IN CONSIDERATION of the sums payable in terms of
and in implement pro tanto of the Mortgage Sale Agreement HEREBY ASSIGN to the
Transferee as trustee under and in terms of the Mortgages Trust Deed among us,
the Transferor, the Transferee and others dated 26 March 2001 (as amended,
restated, varied, supplemented or novated from time to time, the Mortgages Trust
Deed) and its successor or successors as trustee or trustees under and in terms
of the Mortgages Trust Deed:

1        the Standard Securities granted by the respective parties whose names
         are specified in Column 3 of the Schedule annexed and executed as
         relative hereto in favour of us the Transferor for all sums due and to
         become due, to the extent of all sums now due and which may at any time
         or times hereafter become due under the said Standard Securities,
         registered said Standard Securities in the Land Register under the
         Title Number specified in the relative entry in Column 4 of the said
         Schedule on the date specified in the relative entry in Column 5 of the
         said Schedule; and

2        the whole rights and interest of us the Transferor in and under all and
         any personal bonds, credit agreements or agreements for loan (however
         constituted) secured by the said Standard Securities and granted by or
         entered into with the said respective parties whose names are specified
         in Column 3 of the said Schedule, together with all sums, present and
         future, due thereunder and all other rights, interests and benefits
         pertaining thereto:

With interest from and also arrears and accumulations of interest due and unpaid
as at [ ]: And we grant warrandice: IN WITNESS WHEREOF these presents
typewritten on this [and the preceding] page are together with the Schedule
annexed hereto executed at [ ] on the [ ] day of [ ] as follows:

SUBSCRIBED for and on behalf of the said
NORTHERN ROCK PLC

by       .............................      .................................

and      .............................      .................................


                                       48
<PAGE>


              Schedule referred to in the foregoing Assignation by

                                Northern Rock plc

                  in favour of GRANITE FINANCE TRUSTEES LIMITED


1            2          3                  4                5
Account No.  Address    Borrowers Full     Title Number     Registration Date
                        Names

                                       49
<PAGE>



                                     Part 4

                  FORM OF TRANSFER (SASINE REGISTER - SCOTLAND)

We, NORTHERN ROCK PLC, incorporated under the Companies Acts in England
(Registered Number 3273685) and having our Registered Office at Northern Rock
House, Gosforth, Newcastle upon Tyne NE3 4PL (the Transferor) CONSIDERING THAT
in terms of a Mortgage Sale Agreement among us the Transferor, GRANITE FINANCE
TRUSTEES LIMITED, incorporated under the law of Jersey (Registered Number 79309)
and having its Registered Office at 22 Grenville Street, St Helier, Jersey JE4
8PX, Channel Islands (the Transferee) and others dated 26 March 2001 (as
amended, restated, varied, supplemented or novated from time to time, the
Mortgage Sale Agreement) we have sold our whole right, title and interest in and
to the Standard Securities and others hereinafter mentioned to the Transferee
NOW THEREFORE we the Transferor IN CONSIDERATION of the sums payable in terms of
and in implement pro tanto of the Mortgage Sale Agreement HEREBY ASSIGN to the
Transferee as trustee under and in terms of the Mortgages Trust Deed among us
the Transferor, the Transferee and others dated 26 March 2001 (as amended,
restated, varied, supplemented or novated from time to time, the Mortgages Trust
Deed) and its successor or successors as trustee or trustees under and in terms
of the Mortgages Trust Deed:

1        the Standard Securities granted by the respective parties whose names
         are specified in Column 3 of the Schedule annexed and executed as
         relative hereto in favour of us the Transferor for all sums due and to
         become due, to the extent of all sums now due and which may at any time
         or times hereafter become due under the said Standard Securities,
         recorded said Standard Securities in the Register for the County
         specified in the relative entry in Column 4 of the said Schedule on the
         date specified in the relative entry in Column 5 of the said Schedule;
         and

2        the whole rights and interest of us the Transferor in and under all and
         any personal bonds, credit agreements or agreements for loan (however
         constituted) secured by the said Standard Securities and granted by or
         entered into with the said respective parties whose names are specified
         in Column 3 of the said Schedule, together with all sums, present and
         future, due thereunder and all other rights, interests and benefits
         pertaining thereto:

With interest from and also arrears and accumulations of interest due and unpaid
as at [ ]: And we grant warrandice: IN WITNESS WHEREOF these presents
typewritten on this [and the preceding] page are together with the Schedule
annexed hereto executed at [ ] on the [ ] day of [ ] as follows:

SUBSCRIBED for and on behalf of the said
NORTHERN ROCK PLC

by       .............................      .................................

and      .............................      .................................

                                       50
<PAGE>


              Schedule referred to in the foregoing Assignation by
                                Northern Rock plc
                  in favour of Granite Finance Trustees Limited

1               2             3                   4             5
Account No.     Address       Borrowers Full      County        Recording Date
                              Names

                                       51
<PAGE>

                                   SCHEDULE 3

                        ASSIGNMENT OF INSURANCE CONTRACTS

THIS ASSIGNMENT is made by way of deed on [            ]

BETWEEN

NORTHERN ROCK PLC (registered number 3273685) whose registered office is at
Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL ("Northern Rock");
and

GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
(the "Mortgages Trustee")

WHEREAS

(A)      By a mortgage sale agreement dated 26 March 2001 (as amended, varied,
         supplemented or novated from time to time "Mortgage Sale Agreement")
         and made between, amongst others, Northern Rock as Seller and the
         Mortgages Trustee, certain mortgages and standard securities (the
         "Mortgages") and the loans secured thereby were agreed to be
         transferred to the Mortgages Trustee.

(B)      Northern Rock has the benefit of the Insurance Contracts, as defined in
         the Master Definitions Schedule dated 26 March 2001 (as amended,
         varied, supplemented or novated from time to time) which relate to the
         Mortgages and the mortgaged properties upon which they are secured (the
         "Mortgaged Properties") as well as to certain mortgages and properties
         in which the Mortgages Trustee has no interest.

(C)      This Assignment is supplemental to the Mortgage Sale Agreement.

NOW THIS DEED WITNESSETH as follows:

In further consideration of the sums and the other consideration referred to in
the Mortgage Sale Agreement, Northern Rock with full title guarantee hereby
assigns unto the Mortgages Trustee absolutely all the estate and interest in the
Insurance Contracts including the rights to receive the proceeds of any claim to
the extent only that such estate, interest, and rights relate to the Mortgaged
Properties and/or the Mortgages, to hold the same unto the Mortgages Trustee
absolutely.

IN WITNESS of which NORTHERN ROCK PLC has caused this Assignment to be executed
and delivered as a Deed or the date which first appears above.

EXECUTED under THE COMMON SEAL of              )
NORTHERN ROCK PLC                              )
affixed by order of the Board of Directors     )
in the presence of:                            )



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

Name:

Title:

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

                                       52
<PAGE>

Name:

Title:


                                       53
<PAGE>



                                   SCHEDULE 4
                              INSURANCE CONTRACTS
<TABLE>
<CAPTION>

     Policy number                 Insurer                       Policy name/type          Date of Policy
     <S>                           <C>                           <C>                       <C>
     1. NR 9501                    Northern Rock Mortgage        Mortgage Indemnity        18.07.1996
                                   Indemnity Company Limited

     2.(a)BL-HHS                   AXA General Insurance         Supercover Buildings      01.01.1997
                                   Limited                       and Contents

     (b)DR-FHH                     AXA General Insurance         Superchoice Buildings     01.01.1997
                                   Limited                       and Contents

     (c)DR-SGD                     AXA General Insurance         Supercover Gold           01.11.1999
                                   Limited                       Buildings and Contents

     (d)AG112/Z1413248             AXA General Insurance         Contingency Insurance     23.04.2003
                                   Limited

     (e)AG112/Z1413256             AXA General Insurance         Properties in Possession  18.10.1999
                                   Limited

     (f)BL-BBR                     AXA General Insurance         Cover Me Buildings and    18.12.2000
                                   Limited                       Contents
</TABLE>

                                       54
<PAGE>

                                   SCHEDULE 5

                                     Part 1

                            ASSIGNMENT OF GUARANTEES

THIS ASSIGNMENT is made by way of deed on [               ]

BETWEEN:

NORTHERN ROCK PLC (registered number 3273685) whose registered office is at
Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL ("Northern Rock");
and

GRANITE FINANCE TRUSTEES LIMITED (registered number 79309) whose registered
office is at 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
(the "Mortgages Trustee")

WHEREAS:

(A)      By a mortgage sale agreement dated 26 March 2001 (as amended, varied,
         supplemented or novated from time to time the "Mortgage Sale
         Agreement") and made between, amongst others, Northern Rock and the
         Mortgages Trustee, certain mortgages (the "Mortgages") were agreed to
         be transferred and assigned to the Mortgages Trustee.

(B)      Northern Rock has the benefit of the Guarantees as defined in the
         Master Definitions Agreement dated 26 March 2001 (as amended, varied,
         supplemented or novated from time to time) which relate to certain of
         the Mortgages.

(C)      This Assignment is made pursuant to the Mortgage Sale Agreement.

NOW THIS DEED WITNESSETH as follows:

In further consideration of the sums and the other consideration referred to in
the Mortgage Sale Agreement, Northern Rock with full title guarantee hereby
assigns unto the Mortgages Trustee all its right, title, interest and benefit
(both present and future) in the Guarantees relating to the Mortgages the
subject of a Transfer of even date herewith including for the avoidance of
doubt:

(i)      the benefit of and the right to sue on all covenants with and
         undertakings to Northern Rock in each Guarantee and the right to
         exercise all powers of Northern Rock in relation to each Guarantee; and

(ii)     all the estate and interest in the Guarantees vested in Northern Rock;

to hold the same unto the Mortgages Trustee absolutely.


                                       55
<PAGE>



IN WITNESS of which NORTHERN ROCK PLC has caused this Assignment to be executed
and delivered as a deed on the date which first appears above.

EXECUTED under THE COMMON SEAL of               )
NORTHERN ROCK PLC                               )
affixed by order of the Board of Directors      )
in the presence of:                             )



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

Name:

Title:

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

Name:

Title:

[Alternative methods of executing as a deed will be acceptable if effective]



                                       56
<PAGE>

                                     Part 2

                            ASSIGNATION OF GUARANTEES

ASSIGNATION

by

NORTHERN ROCK PLC, incorporated in England (Registered Number 3273685) whose
Registered Office is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3
4PL (Northern Rock);

in favour of

GRANITE FINANCE TRUSTEES LIMITED, incorporated in Jersey (Registered Number
79309) whose Registered Office is at 22 Grenville Street, St Helier, Jersey JE4
8PX, Channel Islands (the "Mortgages Trustee")

WHEREAS:

(A)      By a mortgage sale agreement dated 26 March 2001 (as amended, varied,
         supplemented or novated from time to time, the "Mortgage Sale
         Agreement") and made between, amongst others, Northern Rock and the
         Mortgages Trustee, certain mortgage loans and their related security
         (the "Mortgages") were agreed to be transferred and assigned to the
         Mortgages Trustee;

(B)      Northern Rock has the benefit of the Guarantees as defined in the
         Master Definitions Agreement dated 26 March 2001 (as amended, varied,
         supplemented or novated from time to time) which relate to certain of
         the Mortgages;

(C)      This Assignation is made pursuant to the Mortgage Sale Agreement;

NOW THEREFORE the parties hereby AGREE as follows:

1        Assignation

         Northern Rock hereby assigns to the Mortgages Trustee with absolute
         warrandice its whole right, title, benefit and interest, present and
         future, in and to the Guarantees governed by Scots law and detailed in
         the Schedule hereto (the "Scottish Guarantees") relating to the
         Mortgages including for the avoidance of doubt the benefit of and the
         right to sue on all obligations and undertakings to Northern Rock in
         each Scottish Guarantee and the right to exercise all powers of
         Northern Rock in relation to each Scottish Guarantee.

2        Intimation

         Northern Rock hereby undertakes to the Mortgages Trustee that it will,
         within fourteen days of the execution of this deed, serve a notice of
         assignation by recorded delivery post in such form as the Mortgages
         Trustee shall approve upon each of the Guarantors pursuant to each
         Scottish Guarantee.

                                       57
<PAGE>

3        Governing Law

         This deed shall be governed by Scots law and the parties hereto submit
         to the non-exclusive jurisdiction of the Scottish courts.

IN WITNESS WHEREOF these presents consisting of this and the preceding page
together with the Schedule annexed hereto are executed as follows:

SUBSCRIBED for and on behalf of the said
NORTHERN ROCK PLC

at       ................................        .............................

on       ................................        .............................

by       ................................

and      ................................

SUBSCRIBED for and on behalf of the said
GRANITE FINANCE TRUSTEES LIMITED

at       ................................        .............................

on       ................................        .............................

by       ................................

and      ................................


                                       58
<PAGE>



Schedule referred to in the foregoing Assignation of Guarantees by Northern Rock
PLC in favour of Granite Finance Trustees Limited

                             [Details of Guarantees]


                                       59
<PAGE>



                                   SCHEDULE 6
                          NEW MORTGAGE PORTFOLIO NOTICE

                                                                       Dated [ ]

1.       It is hereby agreed for the purpose of this notice the "Principal
         Agreement" shall mean the Mortgage Sale Agreement dated 26 March 2001
         made between, amongst others, (1) NORTHERN ROCK PLC (the "Seller") and
         (2) GRANITE FINANCE TRUSTEES LIMITED (the "Mortgages Trustee"), as the
         same may be amended, varied, supplemented or novated from time to time.

2.       Save where the context otherwise requires, words and expressions in
         this notice shall have the same meanings respectively as when used in
         the Principal Agreement.

3.       In accordance with and subject to Clause 4.1 (Agreement to Assign) of
         the Principal Agreement, upon receipt by the Seller of the duplicate of
         this notice signed by the Mortgages Trustee, there shall exist between
         the Seller and the Mortgages Trustee an agreement (the "Agreement for
         Sale") for the sale and assignment by the Seller to the Mortgages
         Trustee of the New Mortgage Loans and the Related Security more
         particularly described in the Schedule hereto (other than any New
         Mortgage Loans and their Related Security which have been redeemed in
         full prior to the next following Assignment Date). Completion of such
         sale shall take place, subject to the provisions of the Principal
         Agreement, on [ ] (the "Assignment Date").

4.       The Seller hereby confirms that the conditions required to be fulfilled
         pursuant to Clause 4.2 (Conditions to Effecting an Assignment of New
         Mortgage Loans) of the Principal Agreement have been fulfilled [/save
         for conditions ( ) ( ) and ( )]

5.       The Agreement for Sale shall incorporate, mutatis mutandis, the
         relevant provisions of the Principal Agreement.

Signed for and on behalf of    )
NORTHERN ROCK PLC              )
by:                            )



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



                                       60
<PAGE>



[On duplicate

We hereby acknowledge receipt of the New Mortgage Portfolio Notice dated [ ],
and confirm [that the conditions set out in paragraph ( ) ( ) and ( ) of Clause
4.2 (Conditions to Effecting an Assignment of New Mortgage Loans) have been
waived and] the sale and assignment of the New Mortgage Loans as set out in that
notice.

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



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



                                       61
<PAGE>



                                    Schedule

        1               2                    3             4
        Account No.     Property Address     Name(s)       Date of Mortgage
                                                           Completion

                                       62
<PAGE>

                                   SCHEDULE 7

                             LOAN REPURCHASE NOTICE

                                                                       Dated [ ]

1.       We refer to the Mortgage Sale Agreement dated 26 March 2001 (as
         amended, varied, supplemented or novated from time to time the
         "Principal Agreement") made between, amongst others, (1) NORTHERN ROCK
         PLC (the "Seller") and (2) GRANITE FINANCE TRUSTEES LIMITED (the
         "Mortgages Trustee").

2.       Save where the context otherwise requires, words and expressions in
         this notice shall have the same meanings respectively as when used in
         the Principal Agreement.

3.       We hereby send this notice pursuant to and in accordance with Clause
         [8.4 (Repurchase)/8.5 (Purchase of Product Switches, Further Advances
         and purchases relating to Personal Secured Loans)]* of the Principal
         Agreement, upon receipt of which you as [the Seller/the Mortgages
         Trustee]* will be required to [repurchase from us/re-sell to
         us/purchase from us/sell to us]* the Mortgage Loan(s) and Related
         Security set out in the attached schedule in accordance with the terms
         of Clause 8 (Repurchase) of the Principal Agreement on [insert date].

Signed for and on behalf of   )
[GRANITE FINANCE TRUSTEES     )
LIMITED/NORTHERN ROCK PLC]    )
by:                           )



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


* Delete as appropriate


                                       63
<PAGE>



                                    Schedule

        1              2                   3             4
        Account No.    Property Address    Name(s)       Date of  Mortgage
                                                         Completion

                                       64
<PAGE>


                                   SCHEDULE 8
                        FORM OF NOTIFICATION TO BORROWERS

[To:     Borrower]

Dear Sirs,

Northern Rock

Account No.[                  ]

We hereby notify you that on [ ], Northern Rock agreed to sell your mortgage to
Granite Finance Trustees Limited.

[Additional text will be allowed with the consent of the Mortgages Trustee and
the Funding Security Trustees]

Yours faithfully,

Northern Rock plc


                                       65
<PAGE>



                                   SCHEDULE 9


        OFFER UNDER CLAUSE 8.6 (REPURCHASE OF FIXED RATE MORTGAGE LOANS)

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

From:    Granite Finance Trustees Limited
         22 Grenville Street
         St Helier
         Jersey
         Channel Islands
         JE4 8PX

Date:    [                  ]

Pursuant to Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans) of the mortgage
sale agreement dated 26 March 2001 made between, amongst others, (1) Northern
Rock plc and (2) Granite Finance Trustees Limited (as amended, varied,
supplemented or novated from time to time the "Agreement") we hereby offer to
re-sell to you the Mortgage Loan(s) together with their Related Security,
details of which are set out in the attached print out, if such Mortgage Loan(s)
become Re-Fixed Mortgage Loans within 3 months of the expiry of the relevant
initial fixed rate periods applicable to that/those Mortgage Loans. If you wish
to do so, please accept this offer by payment to us of the consideration for the
repurchase of the relevant Mortgage Loan(s) and Related Security in accordance
with Clause 8.6 (Repurchase of Fixed Rate Mortgage Loans) of the Agreement if
such Mortgage Loan(s) become Re-Fixed Mortgage Loans within 3 months of the
expiry of the relevant initial fixed rate periods applicable to that/those
Mortgage Loans. Capitalised terms used in this notice and not defined herein
have the meanings given to them in the Agreement.

Signed for and on behalf of                 )
GRANITE FINANCE TRUSTEES                    )
LIMITED                                     )
as Seller                                   )
[acting as its attorney NORTHERN ROCK PLC:] )




                                       66
<PAGE>



                                   SCHEDULE 10

                                     Part 1

                         POWER OF ATTORNEY IN FAVOUR OF
             THE MORTGAGES TRUSTEE, FUNDING AND THE SECURITY TRUSTEE

THIS DEED OF POWER OF ATTORNEY is made on the [o] by:

(1)      NORTHERN ROCK PLC whose registered office is at Northern Rock House,
         Gosforth, Newcastle upon Tyne NE3 4PL (registered number 3273685) in
         its capacity as Seller,

in favour of each of:

(2)      GRANITE FINANCE TRUSTEES LIMITED whose registered office is at 22
         Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
         (registered number 79309) in its capacity as Mortgages Trustee;

(3)      GRANITE FINANCE FUNDING LIMITED, acting out of its branch office
         established in England (registered overseas company number FC022999 and
         branch number BR005916) at 69 Park Lane, Croydon CR9 1TQ and

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

WHEREAS:

(A)      By virtue of a mortgage sale agreement (the "Mortgage Sale Agreement")
         dated 26 March 2001 and as subsequently amended, and made between (1)
         the Seller, (2) the Mortgages Trustee (3) Funding and (4) the Security
         Trustee, provision was made for the execution by the Seller of this
         Power of Attorney.

NOW THIS DEED WITNESSETH:

1.       The provisions of the Programme Master Definitions Schedule signed for
         the purposes of identification by Sidley Austin Brown & Wood and Allen
         & Overy LLP on [o] (as the same have been and may be amended, varied or
         supplemented from time to time with the consent of the parties hereto)
         are expressly and specifically incorporated into and shall apply to
         this Deed.

2.       The Seller irrevocably and by way of security for the performance of
         the covenants, conditions and undertakings on the part of the Seller
         contained in the Mortgage Sale Agreement and the Administration
         Agreement HEREBY APPOINTS each of Funding, the Mortgages Trustee and
         the Security Trustee (each an "Attorney") and any receiver and/or
         administrator appointed from time to time in respect of Funding and/or
         the Mortgages Trustee or their assets severally to be its true and
         lawful attorney for the Seller and in the Seller's name or otherwise to
         do any act, matter or thing which any Attorney considers necessary for
         the protection or preservation of


                                       67
<PAGE>

         that Attorney's interest in the Mortgage Loans, the Mortgages, the
         Mortgage Deeds and their Related Security or which ought to be done
         under the covenants, undertakings and provisions contained in the
         Mortgage Sale Agreement including (without limitation) any or all of
         the following that is to say:

         (a)      to exercise its rights, powers and discretions under the
                  Mortgage Loans, the Mortgages, the Mortgage Deeds and the
                  Related Security including the right to fix the rate or rates
                  of interest payable under the Mortgage Loans in accordance
                  with the terms thereof (including whilst such Mortgage Loans
                  subsist and subject to the consent of the Mortgages Trustee
                  being given to the setting of such rates), setting the
                  Standard Variable Rate of the Seller, such other discretionary
                  rates and margins applicable to the Mortgage Loans and (other
                  than in respect of the Security Trustee) the rate of (and
                  terms relating to) the Existing Borrowers' Re-Fix Rate in the
                  circumstances referred to in Clause 4 (Interest Rates) of the
                  Administration Agreement provided that nothing in this Clause
                  shall prevent the Seller (or any of its attorneys from time to
                  time) from setting higher rates (and in the case of the
                  Existing Borrowers' Re-Fix Rate, imposing terms more
                  advantageous to the Mortgages Trustee) than those set or to be
                  set or required or to be required by the Mortgages Trustee or
                  Funding under this power of attorney;

         (b)      to exercise all the powers exercisable by the Seller by reason
                  of its remaining for the time being the registered owner at
                  the Land Registry or registered or recorded heritable creditor
                  in the Registers of Scotland of any of the Mortgage Loans, the
                  Mortgages, the Mortgage Deeds and the Related Security and in
                  particular, but without prejudice to the generality of the
                  foregoing, to make Further Advances to Borrowers;

         (c)      to demand, sue for and receive all moneys due or payable under
                  the Mortgage Loans, the Mortgages, the Mortgage Deeds and the
                  Related Security or any such collateral security or related
                  rights;

         (d)      to execute, sign, seal and deliver (using the company seal of
                  the Seller where appropriate) a conveyance, assignation or
                  transfer of the Mortgage Loans, the Mortgages, the Mortgage
                  Deeds and the Related Security or any of them to the Mortgages
                  Trustee and its successors in title or other person or persons
                  entitled to the benefit thereof;

         (e)      to execute, sign, seal and deliver (using the company seal of
                  the Seller where appropriate) a conveyance, assignment,
                  assignation or transfer of the Related Security or any item
                  comprised therein (to the extent only that such item or items
                  relate to the Mortgage Loans) to the Mortgages Trustee and its
                  successors in title or other person or persons entitled to the
                  benefit thereof or entitled to be registered or recorded at
                  the Land Registry or the Registers of Scotland as proprietor
                  or heritable creditor thereof (as the case may be);

         (f)      to discharge the Mortgages or the Related Security or any of
                  them and to sign, seal, deliver and execute such receipts,
                  releases, surrenders, instruments and deeds as may be required
                  or advisable in order to discharge the relevant Mortgaged
                  Property or Properties from the Mortgages or any of them; and

                                       68
<PAGE>

         (g)      to do every other act or thing which the Seller is obliged to
                  do under the Mortgage Sale Agreement or which that Attorney
                  may otherwise consider to be necessary proper or expedient for
                  fully and effectually vesting or transferring the interests
                  sold thereunder in the Mortgage Loans, the Mortgages, the
                  Mortgage Deeds and their Related Security or any or each of
                  them and/or the Seller's estate right and title therein or
                  thereto in the Mortgages Trustee and its successors in title
                  or other person or persons entitled to the benefit thereof (as
                  the case may be) in the same manner and as fully and
                  effectually in all respects as the Seller could have done.

3.       Each Attorney shall have the power by writing under its hand by an
         officer of the Attorney from time to time to appoint a substitute who
         shall have power to act on behalf of the Seller as if that substitute
         shall have been originally appointed Attorney by this deed (including,
         without limitation, the power of further substitution) and/or to revoke
         any such appointment at any time without assigning any reason therefor.

4.       The laws of England shall apply to this deed and the interpretation
         thereof and to all acts of the Attorney carried out or purported to be
         carried out under the terms hereof.

5.       The Seller hereby agrees at all times hereafter to ratify and confirm
         whatsoever the said Attorney or its attorneys shall lawfully do or
         cause to be done in and concerning the Mortgage Loans, the Mortgages or
         the Mortgage Deeds or their Related Security by virtue of this deed.

IN WITNESS whereof the Seller has executed this document as a deed the day and
year first before written.

EXECUTED under THE COMMON SEAL of  )
NORTHERN ROCK PLC                  )
affixed in the presence of:        )

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

Name:

Title:

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

Name:

Title:



                                       69
<PAGE>



                                   SCHEDULE 10

                                     Part 2

                         POWER OF ATTORNEY IN FAVOUR OF
            THE MORTGAGES TRUSTEE, EACH FUNDING BENEFICIARY AND EACH
                            FUNDING SECURITY TRUSTEE

THIS DEED OF POWER OF ATTORNEY is made on the [o] by:

(1)      NORTHERN ROCK PLC whose registered office is at Northern Rock House,
         Gosforth, Newcastle upon Tyne NE3 4PL (registered number 3273685) in
         its capacity as Seller,

in favour of each of:

(2)      GRANITE FINANCE TRUSTEES LIMITED whose registered office is at 22
         Grenville Street, St. Helier, Jersey JE4 8PX, Channel Islands
         (registered number 79309) in its capacity as Mortgages Trustee;

(3)      GRANITE FINANCE FUNDING LIMITED, acting out of its branch office
         established in England (registered overseas company number FC022999 and
         branch number BR005916) at 69 Park Lane, Croydon CR9 1TQ

(4)      GRANITE FINANCE FUNDING 2 LIMITED whose registered office is at Fifth
         Floor, 100 Wood Street, London EC2V 7EX; and

(5)      THE BANK OF NEW YORK a New York Banking Corporation whose London branch
         address is at 48th Floor, One Canada Square, London E14 5AL in its
         capacities as Security Trustee and as Funding 2 Security Trustee.

WHEREAS:

(A)      By virtue of a mortgage sale agreement (the "Mortgage Sale Agreement")
         dated 26 March 2001 and made between (1) the Seller, (2) the Mortgages
         Trustee (3) Funding and (4) the Security Trustee and as subsequently
         amended to, amongst other things, include Funding 2 and the Funding 2
         Security Trustee as parties thereto, provision was made for the
         execution by the Seller of this Power of Attorney.

(B)      NOW THIS DEED WITNESSETH:

1.       The provisions of the Programme Master Definitions Schedule signed for
         the purposes of identification by Sidley Austin Brown & Wood and Allen
         & Overy LLP on 19 January (as the same have been and may be amended,
         varied or supplemented from time to time with the consent of the
         parties hereto) are expressly and specifically incorporated into and
         shall apply to this Deed.

2.       The Seller irrevocably and by way of security for the performance of
         the covenants, conditions and undertakings on the part of the Seller
         contained in the Mortgage Sale Agreement and the Administration
         Agreement HEREBY APPOINTS each of Funding, Funding 2, the Mortgages
         Trustee, the Security Trustee and the Funding 2 Security Trustee (each
         an "Attorney") and any receiver and/or administrator


                                       70
<PAGE>

         appointed from time to time in respect of Funding, Funding 2 and/or the
         Mortgages Trustee or their assets severally to be its true and lawful
         attorney for the Seller and in the Seller's name or otherwise to do any
         act, matter or thing which any Attorney considers necessary for the
         protection or preservation of that Attorney's interest in the Mortgage
         Loans, the Mortgages, the Mortgage Deeds and their Related Security or
         which ought to be done under the covenants, undertakings and provisions
         contained in the Mortgage Sale Agreement including (without limitation)
         any or all of the following that is to say:

         (a)      to exercise its rights, powers and discretions under the
                  Mortgage Loans, the Mortgages, the Mortgage Deeds and the
                  Related Security including the right to fix the rate or rates
                  of interest payable under the Mortgage Loans in accordance
                  with the terms thereof (including whilst such Mortgage Loans
                  subsist and subject to the consent of the Mortgages Trustee
                  being given to the setting of such rates), setting the
                  Standard Variable Rate of the Seller, such other discretionary
                  rates and margins applicable to the Mortgage Loans and (other
                  than in respect of the Funding Security Trustees) the rate of
                  (and terms relating to) the Existing Borrowers' Re-Fix Rate in
                  the circumstances referred to in Clause 4 (Interest Rates) of
                  the Administration Agreement provided that nothing in this
                  Clause shall prevent the Seller (or any of its attorneys from
                  time to time) from setting higher rates (and in the case of
                  the Existing Borrowers' Re-Fix Rate, imposing terms more
                  advantageous to the Mortgages Trustee) than those set or to be
                  set or required or to be required by the Mortgages Trustee,
                  Funding or Funding 2 (and their respective Funding Security
                  Trustee) under this power of attorney;

         (b)      to exercise all the powers exercisable by the Seller by reason
                  of its remaining for the time being the registered owner at
                  the Land Registry or registered or recorded heritable creditor
                  in the Registers of Scotland of any of the Mortgage Loans, the
                  Mortgages, the Mortgage Deeds and the Related Security and in
                  particular, but without prejudice to the generality of the
                  foregoing, to make Further Advances to Borrowers;

         (c)      to demand, sue for and receive all moneys due or payable under
                  the Mortgage Loans, the Mortgages, the Mortgage Deeds and the
                  Related Security or any such collateral security or related
                  rights;

         (d)      to execute, sign, seal and deliver (using the company seal of
                  the Seller where appropriate) a conveyance, assignation or
                  transfer of the Mortgage Loans, the Mortgages, the Mortgage
                  Deeds and the Related Security or any of them to the Mortgages
                  Trustee and its successors in title or other person or persons
                  entitled to the benefit thereof;

         (e)      to execute, sign, seal and deliver (using the company seal of
                  the Seller where appropriate) a conveyance, assignment,
                  assignation or transfer of the Related Security or any item
                  comprised therein (to the extent only that such item or items
                  relate to the Mortgage Loans) to the Mortgages Trustee and its
                  successors in title or other person or persons entitled to the
                  benefit thereof or entitled to be registered or recorded at
                  the Land Registry or the Registers of Scotland as proprietor
                  or heritable creditor thereof (as the case may be);

                                       71
<PAGE>

         (f)      to discharge the Mortgages or the Related Security or any of
                  them and to sign, seal, deliver and execute such receipts,
                  releases, surrenders, instruments and deeds as may be required
                  or advisable in order to discharge the relevant Mortgaged
                  Property or Properties from the Mortgages or any of them; and

         (g)      to do every other act or thing which the Seller is obliged to
                  do under the Mortgage Sale Agreement or which that Attorney
                  may otherwise consider to be necessary proper or expedient for
                  fully and effectually vesting or transferring the interests
                  sold thereunder in the Mortgage Loans, the Mortgages, the
                  Mortgage Deeds and their Related Security or any or each of
                  them and/or the Seller's estate right and title therein or
                  thereto in the Mortgages Trustee and its successors in title
                  or other person or persons entitled to the benefit thereof (as
                  the case may be) in the same manner and as fully and
                  effectually in all respects as the Seller could have done.

3.       Each Attorney shall have the power by writing under its hand by an
         officer of the Attorney from time to time to appoint a substitute who
         shall have power to act on behalf of the Seller as if that substitute
         shall have been originally appointed Attorney by this deed (including,
         without limitation, the power of further substitution) and/or to revoke
         any such appointment at any time without assigning any reason therefor.

4.       The laws of England shall apply to this deed and the interpretation
         thereof and to all acts of the Attorney carried out or purported to be
         carried out under the terms hereof.

5.       The Seller hereby agrees at all times hereafter to ratify and confirm
         whatsoever the said Attorney or its attorneys shall lawfully do or
         cause to be done in and concerning the Mortgage Loans, the Mortgages or
         the Mortgage Deeds or their Related Security by virtue of this deed.

IN WITNESS whereof the Seller has executed this document as a deed the day and
year first before written.

EXECUTED under THE COMMON SEAL of  )
NORTHERN ROCK PLC                  )
affixed in the presence of:        )



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

Name:

Title:





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

Name:

Title:


                                       72
<PAGE>



                                   SCHEDULE 11
                           FORM OF SCOTTISH TRUST DEED

DECLARATION OF TRUST

among

NORTHERN ROCK PLC, incorporated under the Companies Acts in England (registered
number 3273685), having its registered office at Northern Rock House, Gosforth,
Newcastle upon Tyne NE3 4PL (in its capacity as seller of the Mortgage Loans,
the "Seller" and, in its capacity as a beneficiary of the Mortgages Trust, the
"Seller Beneficiary");

GRANITE FINANCE TRUSTEES LIMITED, incorporated under the laws of Jersey
(registered number 79309), and having its registered office at 22 Grenville
Street, St. Helier, Jersey, JE4 8PX, Channel Islands (the "Mortgages Trustee");

GRANITE FINANCE FUNDING LIMITED, incorporated under the laws of Jersey
(registered number 79308), but acting out of its branch office established in
England (registered overseas company number FC022999 and branch number BR005916)
at 69 Park Lane, Croydon CR9 1TQ ("Funding"); and

GRANITE FINANCE FUNDING 2 LIMITED, incorporated under the laws of England and
Wales (registered number 5249387) and having its registered office at Fifth
Floor, 100 Wood Street, London EC2V 7EX ("Funding 2" and, together with Funding,
each in its capacity as a beneficiary of the Mortgages Trust, the "Funding
Beneficiaries" and, together with the Seller Beneficiary, the "Beneficiaries"
and each a "Beneficiary").

WHEREAS:

(A)      Title to the Scottish Trust Property referred to below is held by and
         vested in the Seller;

(B)      In terms of the Mortgages Trust Deed entered into among the Seller,
         Funding and the Mortgages Trustee dated 26 March 2001 (as amended,
         restated, varied, supplemented or novated from time to time, the
         "Mortgages Trust Deed") and the Mortgages Trust constituted in terms
         thereof the Mortgages Trustee holds the Trust Property on trust for the
         Beneficiaries;

(C)      In terms of the Mortgage Sale Agreement entered into among the Seller,
         the Mortgages Trustee, Funding and the Security Trustee dated 26 March
         2001 (as amended, restated, varied, supplemented or novated from time
         to time, the "Mortgage Sale Agreement") the Seller has agreed to sell
         and assign the Scottish Trust Property to the Mortgages Trustee to be
         held thereafter by the Mortgages Trustee under and in terms of the
         Mortgages Trust; and

(D)      In implementation of Clause 4.4 of the Mortgage Sale Agreement and
         pending the taking of legal title to the Scottish Trust Property by the
         Mortgages Trustee, the Seller has undertaken to grant this deed;


                                       73
<PAGE>


NOW THEREFORE the parties HEREBY AGREE and DECLARE as follows:

1        Interpretation

In this deed:-

1.1      The provisions of the Programme Master Definitions Schedule signed for
         the purposes of identification by Sidley Austin Brown & Wood and Allen
         & Overy LLP on [o], 2005 (as the same have been and may be amended,
         varied or supplemented from time to time with the consent of the
         parties hereto) are expressly and specifically incorporated into and
         shall apply to this deed, including the recitals hereto; and

1.2      "Scottish Trust Property" shall mean the Scottish Mortgage Loans and
         the Scottish Mortgages and other Related Security relative thereto
         brief particulars of which are detailed in the schedule annexed and
         executed as relative hereto, together with:

         a)       all principal sums (including all Further Advances, Further
                  Draws and Re-Draws), interest and expenses, present or future,
                  comprised therein and secured thereby and the right to demand,
                  recover, receive and give receipts for the same;

         b)       the Seller's whole right and interest in the Mortgaged
                  Properties secured by the said Scottish Mortgages;

         c)       all rights of action of the Seller against any person in
                  connection with any report, valuation, opinion, certificate,
                  consent or other statement of fact or opinion given in
                  connection with any of the said Scottish Mortgage Loans and
                  their Related Security;

         d)       all powers and remedies for enforcing the said Scottish
                  Mortgage Loans and their Related Security and all proceeds
                  resulting therefrom; and

         e)       all other monies, rights, interests, benefits and others
                  pertaining thereto or deriving therefrom, including the
                  benefit and proceeds of any insurance policy pertaining
                  thereto.

2        Declaration of Trust

         The Seller hereby DECLARES that from and after the date hereof it holds
         and, subject to Clause 9 (Termination of Trust) hereof, shall
         henceforth hold the Scottish Trust Property and its whole rights,
         title, benefit and interest, present and future, therein and thereto in
         trust absolutely for the Mortgages Trustee and its assignees (whether
         absolutely or in security) whomsoever.

3        Intimation

         The Seller hereby intimates to the Mortgages Trustee the coming into
         effect of the trust hereby declared and created and the Mortgages
         Trustee by its execution hereof immediately subsequent to the execution
         of this Deed by the Seller acknowledges such intimation.

                                       74
<PAGE>

4        Dealings with Trust Property and Negative Pledge

         The Seller warrants and undertakes to the Mortgages Trustee that:

         4.1      as at the date hereof, it holds (subject to any pending
                  registration or recording in the Registers of Scotland) legal
                  title to the Scottish Trust Property unencumbered by any fixed
                  or floating charge or other Security Interest;

         4.2      it shall not create or agree to create any fixed or floating
                  charge or other Security Interest over or which may attach to
                  or affect the whole or any part of the Scottish Trust Property
                  or otherwise dispose of the same at any time when such
                  property or part thereof remains subject to the trust hereby
                  created; and

         4.3      it shall deal with the Scottish Trust Property (including
                  without limitation the calculation and setting of any interest
                  rate applicable thereto) in accordance with the provisions of
                  the Transaction Documents and the specific written
                  instructions (if any) of the Mortgages Trustee or its
                  foresaids and shall take, subject to Clause 9 (Termination of
                  Trust) hereof, any such action as may be necessary (including
                  without limitation the raising or defending of any proceedings
                  in any court of law whether in Scotland or elsewhere) to
                  secure or protect the title to the Scottish Trust Property but
                  only in accordance with the specific written instructions (if
                  any) of the Mortgages Trustee or its foresaids.

5        Change of Trustee

         Except with the prior written consent of the Mortgages Trustee or its
         foresaids and (for so long as each retains any right or interest in the
         Scottish Trust Property) the Funding Beneficiaries and the Funding
         Security Trustees, the Seller shall not be entitled to resign office as
         a trustee or assume a new trustee or trustees under this Deed.

6        Power of Beneficiary

         6.1      The Mortgages Trustee, as beneficiary hereunder, shall have
                  the right in the circumstances stated in Clause 6 (Perfection
                  of the Assignment) of the Mortgage Sale Agreement to complete
                  its title to the Scottish Trust Property or any part thereof
                  or to call upon the Seller to execute and deliver to the
                  Mortgages Trustee or its foresaids valid assignations and
                  transfers (including where applicable Scottish Transfers) of
                  the Scottish Trust Property or any part thereof, and that
                  notwithstanding the winding-up of the Seller or the
                  administration of the Seller, or the appointment of any
                  receiver to all or any part of the Scottish Trust Property.

         6.2      Without prejudice to the generality of Clause 6.1, the Seller
                  undertakes to the Mortgages Trustee and binds and obliges
                  itself that, upon the occurrence of any one of the events
                  specified in Clause 6.1(a) to (f) of the Mortgage Sale
                  Agreement, it will within five London Business Days of such
                  occurrence provide such information as is necessary to enable
                  the Mortgages Trustee to complete Scottish Transfers
                  (including all schedules and annexures thereto) in relation to
                  the whole of the Scottish Mortgages comprised within the
                  Scottish Trust Property.

                                       75
<PAGE>

         6.3      For further assuring the said rights and powers specified in
                  this Clause 6, the Seller has granted a power of attorney in
                  favour of the Mortgages Trustee, each Funding Beneficiary and
                  each Funding Security Trustee substantially in the form set
                  out in Schedule 10 to the Mortgage Sale Agreement.

7        Mortgages Trustee Declaration of Trust

         7.1      The Mortgages Trustee by its said execution of this Deed
                  hereby DECLARES that its whole right, title and beneficial
                  interest in and to the Scottish Trust Property in terms of
                  this Deed are and shall be held (to the extent not already so
                  held) by the Mortgages Trustee under and in terms of the
                  Mortgages Trust and all monies received or held by the
                  Mortgages Trustee relating thereto or deriving therefrom have
                  been and shall be comprised in the Trust Property as defined
                  in the Mortgages Trust Deed and shall be subject to and
                  administered by the whole terms and conditions of the
                  Mortgages Trust Deed and the Administration Agreement.

         7.2      Each of the Seller and the Beneficiaries hereby acknowledge,
                  accept and agree to the declaration constituted by and the
                  whole other terms and conditions of the foregoing Clause 7.1.

8        Mortgages Trust Intimation

         The Mortgages Trustee hereby intimates to the Beneficiaries of the
         Mortgages Trust, the declaration of trust made in terms of Clause 7
         (Mortgages Trustee Declaration of Trust) hereof and the Beneficiaries
         of the Mortgages Trust by their respective executions of this Deed
         acknowledge such intimation.

9        Termination of Trust

         If at any time during the subsistence of the trust hereby declared and
created:

         9.1      full legal title to any part or parts of the Scottish Trust
                  Property is taken by the Mortgages Trustee or its foresaids in
                  accordance with the provisions of Clause 6 (Perfection of the
                  Assignment) of the Mortgage Sale Agreement (which in the case
                  of any Scottish Mortgage shall be constituted by the
                  registration or recording of the title thereto in the
                  Registers of Scotland); or

         9.2      any Scottish Mortgage Loan and Related Security comprised
                  within the Scottish Trust Property has been repurchased by the
                  Seller pursuant to Clauses 8.4 to 8.6 (inclusive) of the
                  Mortgage Sale Agreement; or

         9.3      any such Scottish Mortgage Loan and Related Security has been
                  redeemed in full and therefore no longer forms part of the
                  Mortgage Portfolio; then

         the trust hereby declared and created shall (but only when the relevant
         events or transaction have been completed irrevocably, validly and
         full) ipso facto fall and cease to be of effect in respect of such part
         or parts of the Scottish Trust Property but shall continue in full
         force and effect in respect of the whole remainder (if any) of the
         Scottish Trust Property.

                                       76
<PAGE>

10       Variation

         This Deed and the trust hereby declared and created shall not be varied
         in any respect without the consent in writing of the Mortgages Trustee
         or its foresaids and (for so long as each retains any right or interest
         in the Scottish Trust Property) each Funding Beneficiary and each
         Funding Security Trustee.

11       Governing Law

         11.1     This Deed shall be governed by, and construed in accordance
                  with, Scots law, other than Clause 7 (Mortgages Trustee
                  Declaration of Trust) hereof which shall be governed by, and
                  construed in accordance with, English law.

         11.2     The parties hereto submit to the non-exclusive jurisdiction of
                  the Scottish courts so far as not already subject thereto and
                  waive any right or plea of forum non conveniens in respect of
                  such jurisdiction.

12       Registration

         The parties consent to the registration of this deed for preservation.

IN WITNESS WHEREOF these presents consisting of this and the preceding [four]
pages together with the Schedule hereto are subscribed by the Seller, the
Mortgages Trustee, Funding and Funding 2 as follows:

As Seller and as Seller Beneficiary:

SUBSCRIBED by
NORTHERN ROCK PLC
acting by:

.......................... Director ......................... Director
        (Print Full Name)               (Signature)
.......................... Director/ ......................... Director/
(Print Full Name)         Secretary     (Signature)           Secretary

all together at
on


                                       77
<PAGE>



As Mortgages Trustee:

SUBSCRIBED by
GRANITE FINANCE TRUSTEES LIMITED
acting by:

.......................... Director ......................... Director
        (Print Full Name)               (Signature)
.......................... Director/ ......................... Director/
(Print Full Name)         Secretary     (Signature)           Secretary

all together at
on

As Funding and as a Funding Beneficiary:

SUBSCRIBED by
GRANITE FINANCE FUNDING LIMITED
acting by:

.......................... Director ......................... Director
        (Print Full Name)               (Signature)
.......................... Director/ ......................... Director/
(Print Full Name)         Secretary     (Signature)           Secretary

all together at
on

As Funding 2 and as a Funding Beneficiary:

SUBSCRIBED by
GRANITE FINANCE FUNDING 2 LIMITED
acting by:

.......................... Director ......................... Director
        (Print Full Name)               (Signature)
.......................... Director/ ......................... Director/
(Print Full Name)         Secretary     (Signature)           Secretary

                                       78
<PAGE>



This is the Schedule to the foregoing Scottish Trust Deed between Northern Rock
PLC, Granite Finance Trustees Limited, Granite
Finance Funding Limited and Granite Finance Funding 2 Limited

                  Scottish Mortgage Loans and Related Security

        1              2                    3              4
        Account No.    Property Address     Name(s)        Date of Mortgage
                                                           Completion

                                       79
<PAGE>

                                   SCHEDULE 12
                              LENDING CRITERIA (1)

General

To proceed with obtaining a Mortgage Loan, each prospective Borrower completes
an application form which includes information with respect to the applicant's
income from all sources, current employment details, bank account information
(where the Borrower has a bank account), current mortgage information (if
applicable) and certain other personal information. A credit reference agency
search is made against each Borrower at their current address and, if necessary,
former addresses, in all cases which will give details of any public information
which includes county court judgements and details of any bankruptcy.

Employment details

The Seller operates the following policy in respect of the verification of
Borrower income details. Under this policy, Borrowers are categorised as either
"employed" or "self-employed" by the Seller.

Proof of income for employed prospective Borrowers applying for Mortgage Loans
in an amount less than (GBP)500,000 may be established by:

(a)      the last three monthly bank statements and/or three monthly payslips
         from the six month period prior to the application; or

(b)      Form P60 or accountant's certificate certifying the Borrower's income.

Proof of income for self-employed prospective Borrowers may be established by:

(a)      a letter from the Borrower's accountant in acceptable form; or

(b)      acceptable confirmation of self-employment which might include any of a
         tax return, accountant's letter or a trade invoice, together with a
         certificate from the Borrower as to income.

For certain Mortgage Loan products, particularly those that may involve larger
maximum loan amounts or higher loan to value ("LTV") ratios, the Seller
generally will require an acceptable accountant's letter or audited accounts.

Income Capacity

The following maximum income multiples are applied in determining the amount of
the Mortgage Loan:

(a)      Single applicant- 3.50 times gross income for all Mortgage Loans (other
         than Together Mortgage Loans); 3.80 times gross income for Together
         Mortgage Loans.

(b)      Joint applicants - a sum equal to: (1) the higher of 2.75 times the
         joint gross income of the applicants (3.00 times joint gross income for
         Together Mortgage Loans), or 3.50

------------------
1 These Lending Criteria aply to Mortgage Loans other than Personal Secured
  Loans.

                                       80
<PAGE>

         times the highest earning applicant's gross income (3.80 times the
         highest joint gross income for Together Mortgage Loans) plus (2) the
         gross income of the other applicant.

Valuation

The Seller requires that a valuation of the Mortgaged Property be obtained
either from its in-house valuation department or from an independent firm of
professional valuers selected from a panel of approved valuers. Details of
professional indemnity insurance held by panel valuers are kept by the Seller.
All valuations of Properties are reviewed by the person underwriting the
Mortgage Loan and/or the valuation team.

Property Types

The Seller applies the criteria set out below in determining the eligibility of
Properties to serve as security for Mortgage Loans. Under these criteria,
eligible property types include freehold, heritable and leasehold houses,
leasehold and heritable flats and mixed commercial and residential use
properties where there is a separate entrance for the residential part of the
Mortgaged Property. In the case of a Mortgage Loan secured by a leasehold
property, the Seller requires that the unexpired term of the lease be at least
30 years from the end of the agreed mortgage term, with a minimum remaining term
of 50 years from the beginning of the mortgage term.

Certain property types falling outside the criteria may be considered on a case
by case basis. However, certain property types will not be considered for the
purposes of providing security for a Mortgage Loan. The types of property
falling within this category comprise freehold flats (in England and Wales),
shared ownership or shared equity schemes and properties of non-standard
construction of a type considered to be defective.

Loan Amount

Generally, the maximum loan amount is (GBP)1,000,000, but this varies according
to the application in question. In exceptional cases, this limit may be
exceeded.

Term

Each Mortgage Loan must have an initial term of between 7 and 30 years (in the
case of a Together Mortgage Loan, a Together Connections Mortgage Loan and a
Connections Mortgage Loan) or between 7 and 35 years in the case of all other
Mortgage Loans.

Age of applicant

All Borrowers in respect of non-Together Mortgage Loans must be aged 18 or over.
The first named Borrower in respect of Together Mortgage Loans must be aged 21
or over. There are no maximum age limits.

Discretion to lend outside Lending Criteria

On a case-by-case basis, and within approved limits as detailed in the Seller's
lending policy, the Seller may have determined that, based upon compensating
factors, a prospective Borrower who did not strictly qualify under its lending
criteria warranted an underwriting


                                       81
<PAGE>

exception. Compensating factors may include, but are not limited to, a low LTV
ratio, stable employment and time in residence at the applicant's current
residence.

Maximum Loan To Value

For a Mortgage Loan secured by a Mortgaged Property valued up to (GBP)250,000,
the maximum LTV ratio permitted is 95 per cent. of the lower of the purchase
price and the current market value of the Mortgaged Property determined by the
valuation. For a Mortgage Loan secured by a Mortgaged Property valued up to
(GBP)1,000,000 the maximum LTV ratio permitted is 90 per cent. of the lower of
the purchase price and the current market value of the Mortgaged Property
determined by relevant valuation. For a Mortgage Loan secured by a Mortgaged
Property valued over (GBP)1,000,000 the maximum LTV ratio permitted is 85 per
cent. of the lower of the purchase price and the current market value of the
Mortgaged Property determined by valuation.


                                       82
<PAGE>


                                   SCHEDULE 13
                             STANDARD DOCUMENTATION






<TABLE>
<CAPTION>

Document Description                                      Northern Rock       Period of Use
                                                          Document ID
---------------------------------                         ---------           -----------------
<S>                                                       <C>                 <C>
Mortgage Offer General Conditions
Mortgage Offer General Conditions                         ADV6/0695           01/06/95-01/07/95
Mortgage Offer General Conditions                         ADV6/0795           01/07/95-31/12/95
Mortgage Offer General Conditions                         ADV6/0196           01/01/96-30/11/96
Mortgage Offer General Conditions                         ADV6/1296           12/96
Mortgage Offer General Conditions                         ADV6B/1296          01/12/96-30/09/97
Mortgage Offer General Conditions                         ADV6/1097           01/10/97-31/12/97
Mortgage Offer General Conditions                         ADV6B/1297          01/12/97-31/12/97
Mortgage Offer General Conditions                         ADV6B/0198          01/01/98-31/05/98
Mortgage Offer General Conditions                         ADV6B/0698          01/06/98-31/12/98
Mortgage Offer General Conditions                         ADV6B/0199          01/01/99-31/08/99
Mortgage Offer General Conditions                         ADV6B/0999          01/09/99-29/02/00
Mortgage Offer General Conditions                         ADV6B/0300          01/03/00-31/08/00
Mortgage Offer General Conditions                         OBA1/0900           01/09/00-31/12/00
Mortgage Offer General Conditions                         OBS1/0900           01/09/00-31/12/00
Mortgage Offer General Conditions                         OBA1/0101           01/01/01-30/06/01
Mortgage Offer General Conditions                         OBS1/0101           01/01/01-30/06/01
Mortgage Offer General Conditions                         ADV282/JULY2001     01/07/01-31/10/04
Mortgage Offer General Conditions                         LEG5 11/2004        01/11/04-present

Mortgage Conditions
Northern Rock Building Society Rules                      GEN128/1.94         28/04/92-30/09/97
Northern Rock Building Society Mortgage Conditions        ADV72 06/95         01/06/95-31/07/97
Northern Rock plc Mortgage Conditions                     ADV72 08/97         01/08/97-30/06/01


                                       83
<PAGE>

Northern Rock plc Mortgage Conditions 2001                ADV276/LEG3         01/07/01-present
                                                          07/2001
Connections Conditions                                    MAR631 27.11.02     29/11/02-present
Together Connections Conditions                           MAR422 1.5.01       01/05/01-present
Together Connections Conditions                           MAR422 7.8.02       07/08/02-present
Northern Rock Scottish Mortgage Conditions 1995           SEC33/0296          01/02/96-30/09/97
Northern Rock Scottish Mortgage Conditions 1997           SEC33/1097          01/10/97-31/10/00
Northern Rock Scottish Mortgage Conditions 1997           SEC33/11.00         01/11/00-31/12/00
Northern Rock plc Scottish Mortgage Conditions 2001       SEC 72/01.2001      01/01/01-30/06/01
Northern Rock plc Scottish Mortgage Conditions 2001       SEC 72/07.01        01/07/01-present
                                                          LEG4 07/2001
Together Connections Current Account Terms and            N/A                 Undated
Conditions

Special Conditions
Variable Mortgage Special Conditions                      Various             Various
Fixed Rate Mortgage Special Conditions                    Various             Various
Capped Rate Mortgage Special Conditions                   Various             Various
Discount Rate Mortgage Special Conditions                 Various             Various
Tracker Rate Mortgage Special Conditions                  Various             Various
CAT Mortgage Special Conditions                           Various             Various
Cashback Mortgage Special Conditions                      Various             Various
Connections Mortgage Special Conditions                   Various             Various
Together Mortgage Special Conditions                      Various             Various
Together Connections Mortgage Special Conditions          Various             Various


                                       84
<PAGE>

Miscellaneous Special Conditions                          Various             Various

Mortgage Deeds
Mortgage Deed                                             SEC 8/06.95         01/06/95-31/07/97
Mortgage Deed (Transitional)                              SEC 8T/08.97        01/08/97-30/09/97
Mortgage Deed                                             SEC 8/10.97         01/10/97-30/06/01
Mortgage Deed                                             SEC 070 07/01       01/07/01-30/09/04
Mortgage Deed                                             SOL 11 07/01        01/07/01-30/09/04
Mortgage Deed (Flexible Mortgages)                        LEG10 1.10.04       01/10/04-present
Mortgage Deed (Standard)                                  LEG11               01/10/04-present
Mortgage Deed (Together)                                  SOL 1               01/10/99-31/07/00
Mortgage Deed (Together)                                  SOL 1 08/00         01/08/00-31/01/01
Mortgage Deed (Together)                                  MD542Q              01/02/99-31/01/01
Mortgage Deed (Together)                                  SOL 1 02/01         01/02/01-present
Standard Security                                         ADV58. 09/95        01/09/95-30/09/97
Standard Security                                         SEC 53 10/97        01/10/97-31/05/01
Standard Security                                         ADV278. 06/01       01/06/01-01/10/04
Standard Security                                         LEG13 1.10.04       01/10/04-present
Standard Security (Together)                              SOL02 2000          Undated

Personal Secured Loans Terms and Conditions

Credit Agreement Regulated by the CCA 1974 (Personal      ADV13506/95         01/06/95-
Secured Loans) (with Terms and Conditions attached)
Loan Agreement (Flexible Plan) (with Terms and            ADVCR2              01/07/95-
Conditions attachd)
Credit Agreement Regulated by the Consumer Credit Act     ADV 138 09/95       01/09/95-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the CCA 1974 (Flexible      ACR1 07/96          01/07/96-
Plan) with Terms and Conditions attached
Credit Agreement Regulated by the Consumer Credit Act     ACR1/1097           01/10/97-
1974 - Flexible Plan
Loan Agreement - Flexible Plan                            ACR2/1097           01/10/97-


                                       85
<PAGE>

Credit Agreement Regulated by the Consumer Credit Act     ADV135 10/97        01/10/97-
1974 - Personal Secured Loan
Credit Agreement Regulated by the Consumer Credit Act     ADV138.10.97        01/10/97-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the Consumer Credit Act     MAR 127 01/06/98    01/06/98-
1974 (Personal Secured Loan)
Credit Agreement Regulated by the Consumer Credit Act     MAR 126 6/98        01/06/98-
1974 - Fixed Rate
Credit Agreement Regulated by the Consumer Credit Act     SEC54/04.98         01/04/98-
1974 (Omiga PSL Base)
Credit Agreement Regulated by the Consumer Credit Act     SEC54/04.98         01/04/98-
1974 (Omiga PSL Fixed)
Credit Agreement Regulated by the Consumer Credit Act     MAR 126 4/00        01/04/00-
1974 - Fixed Rate
Credit Agreement Regulated by the Consumer Credit Act     MD1/0900            01/09/00-
1974 (Omiga Flexible Plan)
Credit Agreement Regulated by the Consumer Credit Act     CA135A/0900         01/09/00-
1974 - Variable Rate
Credit Agreement Regulated by the Consumer Credit Act     CA126A/0900         01/09/00-
1974 - Variable Rate
Credit Agreement regulated by the Consumer Credit Act     CA127/0900          01/09/00-
1974 - Original + 2 Copies
Credit Agreement Regulated by the Consumer Credit Act     CA138/0900          01/09/00-
1974
Credit Agreement Regulated by the Consumer Credit Act     ACR1/1000           01/10/00-
1974 - Flexible Plan
Loan Agreement - Flexible Plan                            ACR2/1000           01/10/00-
Credit Agreement Regulated by the Consumer Credit Act     CA125/0102          01/01/02-
1974 -
Credit Agreement Regulated by the Consumer Credit Act     CA126/0103          01/01/03-
1974
Loan Agreement (Flexible Plan)                            ACR1/0103           01/01/03-
Credit Agreement Regulated by the Consumer Credit Act     ACR2/0103           01/01/03-
1974 (Flexible Plan)
Credit Agreement Regulated by Consumer Credit Act 1974    ACR3/0103           01/01/03-
Loan Agreement (Flexible Plan - Scotland)                 ACR4/0103           01/01/03-
Credit Agreement Regulated by the Consumer Credit Act     CA127 01/03         01/01/03-
1974
Credit Agreement Regulated by the Consumer                Flexible Plan       01/07/95-
                                                          (Scotland) -



                                       86
<PAGE>

Credit Act 1974 (Scotland)                                ADVCR3 07/95
Loan Agreement - Flexible Plan (Scotland)                 ADVCR4 07/95        01/07/95-
Credit Agreement Regulated by the Consumer Credit Act     ADR3A-C/0796        01/07/96-
1974 - Flexible Plan (Scotland)
Credit Agreement Regulated by the Consumer Credit Act     ADR3A-C/1097        01/10/97-
1974 - Flexible Plan (Scotland)
Loan Agreement - Flexible Plan (Scotland)                 ACR4A-C/1097        01/10/97-
Loan Agreement - Flexible Plan (Scotland)                 ACR4A-C/0298        01/02/98-
Credit Agreement Regulated by the Consumer Credit Act     ACR3A-C/0798        01/07/98-
1974 - Flexible Plan (Scotland)
Credit Agreement Regulated by the Consumer Credit Act     ACR3A-C/1000        01/10/00-
1974 - Flexible Plan (Scotland)
Loan Agreement - Flexible Plan (Scotland)                 ACR4A-C/1000        01/10/00-

Personal Secured Loans - Mortgage Deeds
Mortgage Deed (HMLR filing ref MD 144 G)                  SEC 54/06/95        01/06/95-
Northern Rock Building Society
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under    SEC 52/06/95        01/06/95-
the Consumer Credit Act 1974)
(HMLR filing ref MD 144 H)
Northern Rock Building Society
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 144 J)                  SEC 44/06/95        01/06/95-
Northern Rock Building Society
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under    SEC 52. 10/97       01/10/97-
the Consumer Credit Act 1974)
(HMLR filing ref MD 542 M)
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542 L)                  SEC 44. 10/97       01/10/97-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (HMLR filing ref 542 N)                     SEC 54. 10/97       01/10/97-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (HMLR filing ref MD542 N)                   SEC 54. 04.98       01/04/98-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]
Mortgage Deed (relating to a Regulated Agreement under    SEC 52. 03/00       01/03/00-
the Consumer Credit Act


                                       87
<PAGE>

1974)
(HMLR filing ref MD 542 M)
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542L)                   MD2/0900 on cover   01/09/00-
Northern Rock plc                                         and MD2B/0900 on
[Used for Flexible Plan - Non-CCA Loans]                  reverse
Mortgage Deed (relating to a Regulated Agreement under    MD1/0900 on cover   01/09/00-
the Consumer Credit Act 1974)                             and MD1B/0900 on
(HMLR filing ref MD 542 M)                                reverse
Northern Rock plc
[Used for Flexible Plan CCA Loans]
Mortgage Deed (HMLR filing ref MD 542 N)                  MD3/0900            01/09/00-
Northern Rock plc
[Used for Flexible Plan - Non-CCA Loans]

Together Credit/Loan Agreements
Credit Agreement Regulated by the Consumer Credit Act     DDL/0299            01/02/99-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act     TFCA/1099           01/02/99-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act     TFIX/0200           01/02/00-
1974 - Together Fixed
Credit Agreement Regulated by the Consumer Credit Act     TVCA/0200           01/02/00-
1974 - Together Variable
Credit Agreement Regulated by the Consumer Credit Act     CATC/0502           01/05/02-
1974 - Drawdown Loan
[Used for Together Flexible Loans up to (GBP)25,000]
Credit Agreement Regulated by the Consumer Credit Act     ABTC/0802           01/08/02-
1974 - Together Fixed
Credit Agreement Regulated by the Consumer Credit Act     TVCAB/0902          01/90/02-
1974 - Together Variable
Credit Agreement Regulated by the Consumer Credit Act     03/02               01/03/02-
1974                                                      CATC/0502
"MPU" Drawdown Loan Agreement

Credit Agreement Regulated by the Consumer Credit Act     ?                   01/08/02-
1974 - Together Variable
"MPU" Unsecured Loan Agreement
Credit Agreement Regulated by the Consumer Credit Act     TFWT/0703           01/07/03-
1974 - Together Fixed with Tracker

                                       88
<PAGE>

Deeds of Variation
Deed of Variation of Mortgage and Receipt for Further     SEC 40. 10/97       01/10/97-
Advance (HMLR filing ref MD 542 P)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further     SOL005 09/00        01/09/00-
Advance (HMLR filing ref MD 542 X)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further     SOL008 09/00        01/0901-
Advance (HMLR filing ref MD 542 Y)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further     SEC071 July 2001    01/07/01-
Loan (HMLR filing ref MD 691 B)
Northern Rock plc
Deed of Variation of Mortgage and Receipt for Further     SOL012/ July 2001   01/07/01-
Loan (With Guarantor) (HMLR filing ref MD 691 C)
Northern Rock plc
Deed of  Variation  of Mortgage  and Receipt for Further  MD691N              10/11/04-present
Loan (Scotland)
Deed of Variation of Security and Receipt for Further     ADV152./10.97       01/10/97-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further     ADV152. 01/94       01/01/94-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further     ADV152. 09/95       01/09/95-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further     ADV152. 10/97       01/10/97-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further     ADV281/05.01        01/05/01-
Advance (Scotland)
Deed of Variation of Security and Receipt for Further     ADV279 06/01        01/06/01-
Advance (with Guarantor) (Scotland)

Deeds of Guarantee/Guarantors Confirmations
Guarantors Confirmation (Existing Borrowers)            ADV 266.7/97          01/07/97-
Northern Rock Building Society
Guarantors Confirmation (Existing Borrowers)            ADV 266.10/97         01/10/97-
Northern Rock Building Society
Guarantors Confirmation                                 ADV 265.10/97         01/10/97-
Northern Rock plc
Guarantors Confirmation                                 ADV 265.06/00         01/06/00-
Northern Rock plc
Deed of Guarantee                                       SOL013 / July 2001    01/07/01- present
Northern Rock plc
Guarantors Confirmation                                 NRDGC 05/02           01/05/02-
Northern Rock plc
Deed of Guarantee (Scotland)                            ADV277                01/06/01-present


                                       89
<PAGE>

                                                        06/2001
Occupiers Consents
Agreement and Undertaking                               scjh0404/stand        Undated

Agreement and Undertaking                               (LIF)LIFE30           01/08/97-

Agreement and Undertaking                               st/peps               01/10/97-

Agreement and Undertaking                               JAGO3/0500            01/05/00-

Agreement and Undertaking                               UNDERTAKE June 2000   01/06/00-

Affidavit (re: Matrimonial Home/Occupancy Rights)       ADV 77/1/87
(Scotland)
Consent by Non-Entitled Spouse (Scotland)               ADV 64. /09.95        01/09/95-
Consent by Non-Entitled Spouse (Scotland)               ADV64.10/97           01/10/97-
Affidavit (re: Matrimonial Home/Occupancy Rights)       ADV77/10.97           01/10/97-
(Scotland)
Affidavit (re: Matrimonial Home/Occupancy Rights)       ADV77 /07.00          01/07/00-
(Scotland)
Consent by Non-Entitled Spouse (Pre 09/95) (Scotland)   ADV 64                Undated
Form re. Certificate of Consent (Scotland)              (PLN)/PERS41          Undated

Re-Advance/Further Advance Receipts
Re-advance/Further Advance Receipt                      SEC 37/11/93
Re-Advance/Further Advance Receipt                      SEC 37 /10.97         01/10/97-
Northern Rock plc
Receipt for Further Advance                             ADV60./10.97          01/10/97-
Re-Advance/Further Advance Receipt                      SEC37/07.01           01/97/01-

Deeds of Postponement
Deed of Postponement (relating to a Flexible Plan       FLEX06- 1995          1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Flexible Plan       FLEX07- 1995          1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured    PERS09- 1995          1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured    PERS10- 1995          1995-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement                                    PERS20- 1995          1995-


                                       90
<PAGE>

Deed of Postponement                                    PERS21- 1995          1995-
Postponed Standard Security                             SEC 53. 09/95         01/09/95-
Deed of Postponement (relating to a Flexible Plan       (PLN)/FLEX07 -        01/10/95-
Loan regulated by the Consumer Credit Act 1974)         01/10/1995
Deed of Postponement (relating to a Personal Secured    (PLN)/PERS09-01/10/19901/10/97-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement (relating to a Personal Secured    (PLN)/PERS10-01/10/97 01/10/97-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement                                    (PLN)/PERS21-01/10/19901/10/97-
Postponed Standard Security                             SEC53.10/97           01/10/97
Deed of Postponement                                    (PLN)/PERS20 -        01/10/99-
                                                        01/10/1999
Deed of Postponement (relating to a Personal Secured    (PLN)/PERS10A - 2000  2000-
Loan regulated by the Consumer Credit Act 1974)
Deed of Postponement                                    (PLN)/PERS21A - 2000  2000-
Deed of Postponement (relating to a Flexible Plan       (PLN)/FLEX07A - 2000  2000-
Loan regulated by the Consumer Credit Act 1974)

</TABLE>

                                       91
<PAGE>



                                   APPENDIX A
                       THE INITIAL MORTGAGE LOAN PORTFOLIO

Account No    Property     Name of         Date of        Current
              Address      Borrower(s)     Mortgage       Balance
                                           Completion


                                       92