EXHIBIT 4.2




                               Dated 26 May 2004
                               -----------------


                               NORTHERN ROCK PLC
                                as Cash Manager


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                               NORTHERN ROCK PLC
                                   as Seller


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                                    - and -


                             THE BANK OF NEW YORK
                              as Security Trustee




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                           CASH MANAGEMENT AGREEMENT
                            FIFTH DEED OF AMENDMENT


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









                          SIDLEY AUSTIN BROWN & WOOD

                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937

<PAGE>

THIS DEED is made on 26 May 2004

BETWEEN:

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

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

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

(4)    GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
       limited company incorporated under the laws of Jersey, Channel Islands
       but acting out of its 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; and

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

WHEREAS:

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

(B)    The Seller has sold and assigned to the Mortgage Trustee certain
       mortgage loans, together with the benefit of related security for the
       same, on the terms and subject to the conditions set out in the
       Mortgage Sale Agreement among the parties hereto.

(C)    The Cash Manager has agreed to provide Cash Management Services to the
       Mortgages Trustee, Funding and the Security Trustee on the terms and
       subject to the conditions contained in the Cash Management Agreement
       dated 26 March 2001 (as amended, varied, novated or supplemented from
       time to time, the "Cash Management Agreement").

(D)    The parties have agreed to amend and restate the Cash Management
       Agreement (the "First Amended and Restated Cash Management Agreement")
       pursuant to the provisions set out in a deed of amendment and
       restatement dated 23 July 2001 (the "First Deed of Amendment and
       Restatement").

(E)    The parties have agreed to amend and restate the First Amended and
       Restated Cash Management Agreement (the "Second Amended and Restated
       Cash Management

<PAGE>

       Agreement") pursuant to the provisions set out in a deed of amendment
       and restatement dated 27 January 2003 (the "Second Deed of Amendment
       and Restatement").

(F)    The parties have agreed to amend and restate the Second Amended and
       Restated Cash Management Agreement (the "Third Amended and Restated
       Cash Management Agreement") pursuant to the provisions set out in a
       deed of amendment and restatement dated 24 September 2003 (the "Third
       Deed of Amendment and Restatement").

(G)    The parties have agreed to amend and restate the Third Amended and
       Restated Cash Management Agreement (the "Fourth Amended and Restated
       Cash Management Agreement") pursuant to the provisions set out in a
       deed of amendment and restatement dated 28 January 2004 (the "Fourth
       Deed of Amendment and Restatement").

(H)    The parties now wish to amend and restate the Fourth Amended and
       Restated Cash Management Agreement.

(I)    With effect from the date hereof, the provisions of the Cash Management
       Agreement, the First Amended and Restated Cash Management Agreement,
       the Second Amended and Restated Cash Management Agreement, the Third
       Amended and Restated Cash Management Agreement, the Fourth Amended and
       Restated Cash Management Agreement and this Deed shall be read and
       construed as follows.


NOW IT IS HEREBY AGREED as follows:

1.     INTERPRETATION

1.1    The provisions of the Master Definitions Schedule as amended and
       restated by (and appearing in Appendix 1 to) the Master Definitions
       Schedule Eighth Deed of Amendment made on 26 May 2004 between, among
       others, the parties hereto (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.

1.2    The Cash Management Agreement as amended and restated pursuant to the
       First Deed of Amendment and Restatement, the Second Deed of Amendment
       and Restatement, the Third Deed of Amendment and Restatement, the
       Fourth Amended and Restated Cash Management Agreement and pursuant
       hereto shall be referred to herein as the "Amended and Restated Cash
       Management Agreement".

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



                                      2
<PAGE>

2.     AMENDMENTS TO THE FOURTH AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT

           Upon execution of this Deed by the parties hereto, the Fourth
           Amended and Restated Cash Management Agreement shall be and hereby
           is amended and restated in the form of Appendix I hereto.

3.     CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

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

4.     COUNTERPARTS

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

5.     GOVERNING LAW

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

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



                                      3
<PAGE>

                                EXECUTION PAGE

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

as Cash Manager, Seller and Beneficiary
EXECUTED AS A DEED by                        )
                                             )
                                             )
as attorney for                              )
NORTHERN ROCK PLC                            )
in the presence of:

Signature of Witness:

Name of Witness:

Occupation:

Address:






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

Director

Name:

Title:


Director/Company Secretary


Name:

Title:



                                      4
<PAGE>

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

Director

Name:

Title:

Director/Company Secretary

Name:

Title:






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


Authorised Signatory

Name:

Title:



                                      5
<PAGE>

                                  Appendix I

                Amended and Restated Cash Management Agreement



                                      6
<PAGE>

                               Dated 26 May 2004
                               -----------------


                               NORTHERN ROCK PLC
                                as Cash Manager


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                               NORTHERN ROCK PLC
                                   as Seller


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                                    - and -


                             THE BANK OF NEW YORK
                              as Security Trustee






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

                    FIFTH AMENDED CASH MANAGEMENT AGREEMENT

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




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

<PAGE>

                                   CONTENTS

Clause                                                                Page No.

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

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

3.   The Services............................................................6

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

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

6.   No Liability...........................................................15

7.   Costs and Expenses.....................................................15

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

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

10.  Covenants, Representations and Warranties of the Cash Manager..........19

11.  Services Non-Exclusive.................................................20

12.  Termination............................................................20

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

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

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

16.  No Partnership.........................................................25

17.  Assignment.............................................................25

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

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

20.  Non Petition Covenant; Limited Recourse................................26

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

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

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

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



                                      2
<PAGE>

25.  Governing Law and Submission to Jurisdiction...........................29

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

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

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

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

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



                                      3
<PAGE>

THIS FIFTH AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT DATED 26 MAY 2004
AMENDS AND RESTATES THE CASH MANAGEMENT AGREEMENT DATED 26 MARCH 2001

BETWEEN:

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

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

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

(4)    GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
       limited company incorporated under the laws of Jersey, Channel Islands
       having its principal place of business in the United Kingdom at 69 Park
       Lane, Croydon CR9 1TQ in its capacity as a Beneficiary; and

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

WHEREAS:

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

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



                                      4
<PAGE>

IT IS HEREBY AGREED as follows:

1.     Definitions and Interpretation

1.1    The provisions of the Master Definitions Schedule as amended and
       restated by (and appearing in Appendix 1 to) the Master Definitions
       Schedule Eighth Amendment and Restatement Deed made on 26 May 2004
       between, among others, the Seller, Funding and the Mortgages Trustee
       (as the same have been and may be amended, varied or supplemented from
       time to time with the consent of the parties hereto) are expressly and
       specifically incorporated into and shall apply to this Agreement.

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

1.3    During the period 26 May 2004 to the Distribution Date falling in June
       2004 (inclusive), any reference in this Agreement to the Mortgages
       Trustee GIC Account shall be construed as meaning the account in the
       name of the Mortgages Trustee (sort code 30-16-63, account number
       27034016) held at Lloyds TSB Bank plc, Jersey International Branch, 4
       Bond Street, St Helier, Jersey JE4 8ZE, Channel Islands, and after such
       date, the account in the name of the Mortgages Trustee (sort code
       30-00-59, account number 00000000, reference 132200) held at Northern
       Rock plc, Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL.

1.4    During the period 26 May 2004 to the Payment Date falling in July 2004
       (inclusive), any reference in this Agreement to the Funding GIC Account
       shall be construed as meaning the account in the name of Funding (sort
       code 30-15-57, account number 0001933) held at Lloyds TSB Bank plc,
       Treasury Division, 25 Monument Street, London EC3R 8BQ, and after such
       date, the account in the name of Funding (sort code 30-00-59, account
       number 00000000, reference 132161) held at Northern Rock plc, Northern
       Rock House, Gosforth, Newcastle upon Tyne NE3 4PL.

2.     Appointment of Cash Manager

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

       (a)  the Mortgages Trustee; and

       (b)  Funding,

       and the Cash Manager in each case hereby accepts such appointment on
       the terms and subject to the conditions of this Agreement.

2.2    Duties prescribed by Transaction Documents: For the avoidance of doubt
       and in connection with the powers conferred under Clause 2.1
       (Appointment), save as



                                      5
<PAGE>

       expressly provided elsewhere in this Agreement, nothing herein shall be
       construed so as to give the Cash Manager any powers, rights,
       authorities, directions or obligations other than as specified in this
       Agreement or any of the other Transaction Documents.

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

3.     The Services

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

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

3.3    Compliance with Transaction Documents, etc.: The Cash Management
       Services shall include procuring (so far as the Cash Manager, using its
       reasonable endeavours, is able so to do) compliance by the Mortgages
       Trustee and Funding with all applicable legal requirements and with the
       terms of the Transaction Documents to which each of the Mortgages
       Trustee and/or Funding is a party, PROVIDED THAT the Cash Manager shall
       not lend or provide any sum to the Mortgages Trustee or Funding (other
       than as expressly contemplated by the Transaction Documents) and the
       Cash Manager shall have no liability whatsoever to the Mortgages
       Trustee, Funding, the Security Trustee or any other person for any
       failure by the Mortgages Trustee or Funding to make any payment due by
       any of them under any of the Transaction Documents (other than to the
       extent arising from (i) the Cash Manager failing to make a payment in
       its capacity as Administrator, or in any other capacity under the
       Transaction Documents, or (ii) the Cash Manager failing to perform any
       of its obligations under any of the Transaction Documents).

3.4    Liability of Cash Manager:

       (a)  The Cash Manager shall indemnify each of the Mortgages Trustee,
            Funding and the Security Trustee on demand for any loss,
            liability, claim, expense or damage suffered or incurred by any of
            them in respect of the negligence, bad



                                      6
<PAGE>

            faith or wilful default of the Cash Manager in carrying out its
            functions as Cash Manager under this Agreement or under the other
            Transaction Documents or as a result of a breach by the Cash
            Manager of the terms and provisions of this Agreement or such
            other Transaction Documents to which the Cash Manager is a party
            (in its capacity as such) in relation to such functions.

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

4.     Payments, Accounts, Ledgers

4.1    Establishment of Bank Accounts:

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

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

       (c)  The Cash Manager hereby confirms that the Funding GIC Account has
            been established on or before the date hereof pursuant to the Bank
            Account Agreement and the Funding Guaranteed Investment Contract
            and that the Funding GIC Account Mandate in the agreed form will
            apply thereto at the Initial Closing Date. The Cash Manager
            undertakes (to the extent to which the same is within its control)
            that at the Initial Closing Date the Funding GIC



                                      7
<PAGE>

            Account will be operative and that the Cash Manager will not
            knowingly create or permit to subsist any Security Interest in
            relation to the Funding GIC Account other than as created under or
            permitted pursuant to the Funding Deed of Charge.

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

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

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

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

4.2    Mortgages Trustee Ledgers:

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

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

            (ii)   the Revenue Ledger, which shall separately reflect all
                   Revenue Receipts standing to the credit of each of the
                   Mortgages Trustee GIC



                                      8
<PAGE>

                   Account and the Mortgages Trustee Transaction Account from
                   time to time and distribution of the same to Funding and the
                   Seller;

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

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

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

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

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

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

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



                                      9
<PAGE>

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

4.3    Funding Ledgers:

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

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

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

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

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

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

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

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

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

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



                                      10
<PAGE>

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

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

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

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

4.4    Payments:

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

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

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

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

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

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

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

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



                                      11
<PAGE>

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

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

            (ii)   all Funding Revenue Receipts; and

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

            and the Cash Manager shall procure that all interest earned on the
            Funding GIC Account and the Funding Transaction Account and all
            investment proceeds from Authorised Investments purchased from
            amounts standing to the credit of such accounts are credited to
            the Funding GIC Account.

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

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

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

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

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

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



                                      12
<PAGE>

            Account or any Funding (Issuer) GIC Account if, and to the extent
            that, such Cash was credited thereto in error and shall use its
            reasonable endeavours to ensure that such Cash is applied
            correctly thereafter.

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

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

4.5    Withdrawals: The Cash Manager may make withdrawals:

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

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

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

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



                                      13
<PAGE>

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

4.6    Cash Management: In administering the Mortgages Trustee Transaction
       Account, the Mortgages Trustee GIC Account, the Funding Transaction
       Account, the Funding GIC Account and any Funding (Issuer) GIC Account
       on behalf of the Mortgages Trustee, Funding and the Security Trustee,
       as applicable, the Cash Manager shall comply with the provisions of
       Schedule 2 hereto prior to receipt by the Cash Manager of a copy of any
       Intercompany Loan Enforcement Notice served by the Security Trustee on
       Funding.

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

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

5.     Early Repayment Charges

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



                                      14
<PAGE>

6.     No Liability

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

7.     Costs and Expenses

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

7.2    Unless and until otherwise agreed by Funding, the Mortgages Trustee and
       the Security Trustee in writing (notified to the Cash Manager), Funding
       and the Mortgages Trustee shall be jointly and severally responsible
       for reimbursing the Cash Manager for the out-of-pocket costs, expenses
       and charges (together with any amounts in respect of Irrecoverable VAT
       due thereon) referred to in Clause 7.1 herein.

8.     Information

8.1    Use of information technology systems:

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

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

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

            (ii)   except insofar as it would breach any other of its legal
                   obligations, grant to any person to whom it may
                   sub-contract or delegate the performance of all or any of
                   its powers and obligations under this Agreement and/or to
                   such person as the Mortgages Trustee, Funding and the
                   Security Trustee elect as a substitute cash manager in




                                      15
<PAGE>

                   accordance with the terms of this Agreement a licence to
                   use any proprietary software together with any updates
                   which may be made thereto from time to time.

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

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

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

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

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

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

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



                                      16
<PAGE>

       appropriate).

8.5    Information Covenants:

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

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

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

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

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

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

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

       (e)  The Cash Manager shall, at the request of the Security Trustee,
            furnish the Security Trustee and the Rating Agencies with such
            other information relating to its business and financial condition
            as the Security Trustee may request in connection with this
            Agreement, PROVIDED THAT the Security Trustee shall not make such
            a request more than once every three months unless, in the belief
            of the Security Trustee, an Intercompany Loan Event of Default, a
            Note Event of Default or a Cash Manager Termination Event (as
            defined in Clause 12.1 herein (Cash Manager Termination Events))
            shall have occurred and is continuing or a Potential Intercompany
            Loan Event of Default or a Potential Note Event of Default shall
            have occurred and is continuing or may



                                      17
<PAGE>

            reasonably be expected to occur, PROVIDED THAT any such request by
            the Security Trustee does not adversely interfere with the Cash
            Manager's day to day provision of the Cash Management Services
            under the other terms of this Agreement.

8.6    Together Connections Mortgage Loans and Connections Mortgage Loans:

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

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

            (ii)   do such other acts and things,

            that the Cash Manager may require in order for the Cash Manager to
            exercise its rights and comply with its obligations with respect
            to the Together Connections Mortgage Loans and the Connections
            Mortgage Loans and under the Transaction Documents with respect to
            the administration of such Mortgage Loans.

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

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

            (ii)   do such other acts and things,

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

9.     Remuneration

9.1    Fee payable:

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

       (b)  Unless and until otherwise agreed by Funding, the Mortgages
            Trustee and the Security Trustee in writing (notified to the Cash
            Manager), Funding and the Mortgages Trustee shall be jointly and
            severally responsible for paying the cash management fee to the
            Cash Manager which is referred to in paragraph (a) above.



                                      18
<PAGE>

9.2    Payment of fee: The cash management fee referred to in Clause 9.1
       herein (Fee Payable) shall only be payable to the Cash Manager on each
       Payment Date in the manner contemplated by, in accordance with and
       subject to the provisions of the applicable Priority of Payments for
       the Mortgages Trustee under the Mortgages Trust Deed and the applicable
       Funding Priority of Payments under the Funding Deed of Charge.

10.    Covenants, Representations and Warranties of the Cash Manager

10.1   Covenants: The Cash Manager hereby covenants with and undertakes to
       each of the Mortgages Trustee, Funding and the Security Trustee that
       without prejudice to any of its specific obligations hereunder:

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

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

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

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

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

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

10.2   Duration of covenants: The covenants of the Cash Manager in Clause 10.1
       (Covenants) shall remain in force until this Agreement is terminated
       but without prejudice to any right or remedy of the Mortgages Trustee
       and/or Funding and/or the Security Trustee arising from breach of any
       such covenant prior to the date of termination of this Agreement.

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



                                      19
<PAGE>

11.    Services Non-Exclusive

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

12.    Termination

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

       (a)  default is made by the Cash Manager in the payment on the due date
            of any payment due and payable by it under this Agreement or in
            the performance of its obligations under Clauses 4.4 and 4.5
            herein and such default continues unremedied for a period of five
            (5) London Business Days after the earlier of the Cash Manager
            becoming aware of such default and receiving written notice from
            the Security Trustee requiring the same to be remedied;

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

       (c)  the Cash Manager suffers an Insolvency Event,

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

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

               (i)    must agree to enter into an agreement substantially on
                      the same terms as the relevant provisions of this
                      Agreement or on such terms as are satisfactory to the
                      Mortgages Trustee, Funding and the Security Trustee, and

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



                                      20
<PAGE>

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

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

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

       (a)  the Mortgages Trustee, Funding and the Security Trustee each
            consent in writing to such resignation;

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

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

       (d)  the then-current ratings of the Notes are not adversely affected
            as a result thereof.

12.3   Effect of Termination or Resignation:

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

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

            (i)    forthwith deliver (and in the meantime hold on trust for,
                   and to the order of, the Mortgages Trustee, Funding or the
                   Security Trustee, as the case may be) to the Mortgages
                   Trustee, Funding or the Security Trustee, as



                                      21
<PAGE>

                   the case may be or as it shall direct, all books of
                   account, papers, records, registers, correspondence and
                   documents in its possession or under its control relating
                   to the affairs of or belongings of the Mortgages Trustee,
                   Funding or the Security Trustee, as the case may be (if
                   practicable, on the date of receipt), any monies then held
                   by the Cash Manager on behalf of the Mortgages Trustee,
                   Funding or, the Security Trustee and any other assets of
                   the Mortgages Trustee, Funding and the Security Trustee;

            (ii)   take such further action as the Mortgages Trustee, Funding
                   or the Security Trustee, as the case may be, may reasonably
                   direct at the expense of the Mortgages Trustee or Funding,
                   provided that the Cash Manager shall not be required to
                   take or direct to be taken such further action unless it
                   has been indemnified to its satisfaction (and in the event
                   of a conflict between the directions of Funding, the
                   Mortgages Trustee and the Security Trustee, the directions
                   of the Security Trustee shall prevail);

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

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

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

12.5   General provisions relating to termination:

       (a)  Termination of this Agreement or the appointment of the Cash
            Manager under this Agreement shall be without prejudice to the
            liabilities of the Mortgages Trustee and Funding to the Cash
            Manager and vice versa incurred before the effective date of such
            termination. The Cash Manager shall have no right of set-off or
            any lien in respect of such amounts against amounts held by it on
            behalf of the Mortgages Trustee, Funding or the Security Trustee.

       (b)  This Agreement shall terminate automatically at such time as
            Funding has no further interest in the Trust Property and all
            Intercompany Loans have been



                                      22
<PAGE>

            fully repaid or Funding's obligations under all Intercompany Loans
            have been otherwise discharged.

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

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

13.    Further Assurances

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

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

14.    Miscellaneous

14.1   No set-off: Each of the Seller and the Cash Manager agrees that it will
       not make or exercise any claims or demands, any rights of counterclaim
       or any other equities against or withhold payment of any and all sums
       of money which may at any time and from time to time be standing to the
       credit of the Mortgages Trustee Transaction Account, the Mortgages
       Trustee GIC Account, the Funding Transaction Account, the Funding GIC
       Account or any Funding (Issuer) GIC Account or any replacement of
       additional bank account of either the Mortgages Trustee or Funding.

14.2   No recourse:

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



                                      23
<PAGE>

            subject to the Mortgages Trustee Revenue Priority of Payments and
            the Funding Priority of Payments.

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

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

15.    Confidentiality

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

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

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

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

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

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



                                      24
<PAGE>

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

16.    No Partnership

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

17.    Assignment

17.1   Assignment by the Mortgages Trustee and Funding: Neither of the
       Mortgages Trustee nor Funding may assign or transfer any of its
       respective rights and obligations under this Agreement without the
       prior written consent of:

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

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

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

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

18.    The Security Trustee

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

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

19.    New Intercompany Loan Agreements

       If Funding enters into a New Intercompany Loan Agreement, then the Cash
       Manager, the Seller, Funding, the Security Trustee and the Mortgages
       Trustee shall execute



                                      25
<PAGE>

       such documents and take such action as may be necessary or required by
       the Rating Agencies for the purpose of including the New Issuer, any
       Basis Rate Swap Provider, any Currency Swap Provider, any New Start-up
       Loan Provider and any other person who has executed an Accession
       Undertaking or any New Intercompany Loan Agreement in the Transaction
       Documents.

20.    Non Petition Covenant; Limited Recourse

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

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

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

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



                                      26
<PAGE>

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

21.    Amendments and Waiver

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

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

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

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

22.    Notices

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



                                      27
<PAGE>

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

       (b)  in the case of the Mortgages Trustee, to Granite Finance Trustees
            Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
            Islands (facsimile number 01534 609333) 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, 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 Fitch, to Fitch Ratings Ltd., at Eldon House, 2
            Eldon Street, London EC2M 7UA (facsimile number 0207 417 6262) for
            the attention of European Structured Finance Surveillance;

       (f)  in the case of Moody's, to Moody's Investors Services, Inc., at
            1st Floor, 2 Minster Court, Mincing Lane, London EC3R 7XB
            (facsimile number 0207 772 5400) for the attention of Jodi van
            Breda;

       (g)  in the case of S&P, to Standard & Poor's Ratings Services, a
            division of The McGraw-Hill Companies, Inc., at 20 Cannon Square,
            Canary Wharf, London E14 5LH (facsimile number 0207 176 3598) for
            the attention of Heather Dyke;

       or to such other address or facsimile number or for the attention of
       such other person or entity as may from time to time be notified by any
       party or by any Rating Agency to the others by written notice in
       accordance with the provisions of this Clause 22. All notices served
       under this Agreement shall be simultaneously copied to the Security
       Trustee by the person serving the same.

23.    Third Party Rights

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

24.    Execution in Counterparts; Severability

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

24.2   Severability: Where any provision in or obligation under this Agreement
       shall be invalid, illegal or unenforceable in any jurisdiction, the
       validity, legality and enforceability of the remaining provisions or
       obligations under this Agreement, or of



                                      28
<PAGE>

       such provision or obligation in any other jurisdiction, shall not be
       affected or impaired thereby.

25.    Governing Law and Submission to Jurisdiction

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

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

25.3   Process Agent: The Mortgages Trustee irrevocably and unconditionally
       appoints Mourant & Co. Capital (SPV) Limited at 4 Royal Mint Court,
       London EC3N 4HJ or otherwise at its registered office for the time
       being as its agent for service of process in England in respect of any
       proceedings in respect of this Agreement and undertakes that in the
       event of Mourant & Co. Capital (SPV) Limited ceasing so to act it will
       appoint another person with a registered office in London as its agent
       for service of process.

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

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



                                      29
<PAGE>

                                  SCHEDULE 1

                         The Cash Management Services

The Cash Manager shall:

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

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

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

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

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

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

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

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

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

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



                                      30
<PAGE>

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

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

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

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

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

       (o)  without prejudice to the role of and in conjunction with the
            Corporate Services Provider to Funding and the Mortgages Trustee
            under the relevant Corporate Services Agreement, keep general
            books of account and records of the Mortgages Trustee and Funding;
            provide accounting services, including reviewing receipts and
            payments, supervising and assisting in the preparation of interim
            statements and final accounts and supervising and assisting in the
            preparation of Tax returns;

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

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

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



                                      31
<PAGE>

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

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

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

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

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

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

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

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

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

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

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

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



                                      32
<PAGE>

                                  SCHEDULE 2
                  Cash Management and Maintenance of Ledgers

1.     Determination

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

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

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

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

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

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

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

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

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

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



                                      33
<PAGE>

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

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

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

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

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

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

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



                                      34
<PAGE>

                             Available Revenue Receipts on the immediately
                             succeeding Payment Date; and

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

<TABLE>
<CAPTION>
<S>                          <C>                             <C>   <C>
                             remaining Mortgages Trustee
                             Available Revenue Receipts      x     Group 1 Share Percentage
                             allocated to Funding
</TABLE>

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

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

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

<TABLE>
<CAPTION>
<S>                          <C>                             <C>   <C>
                             remaining Mortgages Trustee
                             Available Revenue Receipts      x     Group 2  Share Percentage
                             allocated to Funding
</TABLE>

            (iii)  either:

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

                   (B)  an amount in respect of all Group 2 Issuers towards
                        any remaining revenue amounts which will be due and
                        payable (taking into account the amount determined
                        under paragraph



                                      35
<PAGE>

                        1(c)(B) above) on the immediately succeeding Payment
                        Date for Group 2 Issuers under such Issuers'
                        Intercompany Loans;

            Following determination of the amounts under this paragraph 1(c),
            the Cash Manager shall allocate the Mortgages Trustee Available
            Principal Receipts to expenses, the Group 1 Issuers and the Group
            2 Issuers by recording such amounts on the Funding Expenses
            Sub-Ledger, the Group 1 Revenue Sub- Ledger or the Group 2 Revenue
            Sub-Ledger, as the case may be, as set forth in paragraph 13
            below.

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

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

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

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

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

                        (2)  an amount equal to:

<TABLE>
<CAPTION>
<S>                          <C>                                    <C>   <C>
                             Mortgages Trustee Principal
                             Receipts plus any amounts
                             standing to the credit of the
                             Funding Principal Ledger (less any     x     Group 1 Share Percentage
                             amounts applied in paragraph (i)
</TABLE>



                                      36
<PAGE>

                             above)

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

                        (1)  the principal amount due on the Intercompany
                             Loans of all Group 2 Issuers equal to the
                             Controlled Amortisation Amounts due for non-Money
                             Market Notes, if any, on the Payment Date for
                             Group 2 Issuers immediately succeeding such
                             Distribution Date (in each case determined on the
                             assumption that the Issuer Reserve Requirement,
                             the Issuer Arrears Test and the Subordinated
                             Principal Test are satisfied on that Payment
                             Date); and

                        (2)  an amount equal to:

<TABLE>
<CAPTION>
<S>                          <C>                                <C>  <C>
                             Mortgages Trustee Principal
                             Receipts plus any amounts
                             standing to the credit of the
                             Funding Principal Ledger (less     x    Group 2 Share Percentage
                             any amounts applied in
                             paragraph (i) above)
</TABLE>

            (iii)  either:

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

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

            For purposes of calculating the Group 1 Share Percentage and the
            Group 2 Share Percentage in paragraphs 1(d)(ii)(A)(2) and
            1(d)(ii)(B)(2) above, respectively, the Outstanding Principal
            Balance of the relevant Intercompany Loan shall be deemed to be
            reduced by the amount of: (a) any deficiency recorded on the
            Issuer Principal Deficiency Ledger of that Issuer as at the
            relevant Payment Date, but only to the extent that such deficiency
            has arisen



                                      37
<PAGE>

            as a result of (i) losses on the Mortgage Loans allocated by
            Funding to that Issuer and/or (ii) the application of Funding
            Available Principal Receipts to fund the Issuer Liquidity Reserve
            Fund of that Issuer but not as a result of any other principal
            deficiency of that Issuer; and (b) the Outstanding Principal
            Balance as of such Payment Date of any Special Repayment Notes
            issued by that Issuer.

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

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

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

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

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

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

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

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

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

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

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



                                      38
<PAGE>

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

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

       (h)  The Cash Manager shall:

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

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

       (i)  The Cash Manager shall, if necessary, perform all currency
            conversions free of charge, cost or expense at the relevant
            exchange rate (for the purposes of any calculations referred to
            above, (i) all percentages resulting from such calculations will
            be rounded, if necessary, to the nearest one hundred-thousandth of
            a percentage point (e.g. 9.876541% being rounded down to 9.87654%
            and (ii) any currency amounts used in or resulting from such
            calculations will be rounded in accordance with the relevant
            market practice).

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

2.     Notification of Determinations

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

3.     Priority of Payments for Mortgages Trustee Available Revenue Receipts



                                      39
<PAGE>

       The Cash Manager shall (unless the intended recipient of the relevant
       payment agrees otherwise) on each Distribution Date withdraw Cash from
       the Mortgages Trustee GIC Account and/or, in the case of sums to be
       provided for, retain Cash in the amounts required (to the extent that
       such withdrawal does not cause the Mortgages Trustee GIC Account to
       become overdrawn or, if any amounts are retained by way of provision
       for the relevant liability and are thus not withdrawn, to the extent
       that withdrawal of those amounts that are withdrawn would not, if such
       retained amounts were also to be withdrawn, cause the balance on the
       Mortgages Trustee GIC Account to become overdrawn). The aggregate
       amount of the withdrawal shall equal the Mortgages Trustee Available
       Revenue Receipts on each Distribution Date. The withdrawal shall be
       used to make the payments and provisions in the order of priority set
       out in Clause 10.2 (Distribution of Mortgages Trustee Available Revenue
       Receipts) of the Mortgages Trust Deed (in each case only if and to the
       extent that payments or provisions of a higher priority have been made
       in full).

4.     Priority of Payments for Mortgages Trustee Principal Receipts

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

5.     Priority of Payments for Funding Available Revenue Receipts

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

6.     Priority of Payments for Funding Available Principal Receipts

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



                                      40
<PAGE>

       (in each case only if and to the extent that payments or provisions of
       a higher priority have been made in full) set out in Part II of
       Schedule 3 to the Funding Deed of Charge.

7.     Other Payments

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

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

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

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

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

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



                                      41
<PAGE>

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

       (g)  to refund to the Seller any amounts which represent amounts
            received from Borrowers but which do not form part of the Mortgage
            Account or comprise unpaid interest as at the relevant Closing
            Date and which are amounts owed by such Borrowers in respect of
            any period prior to the relevant Closing Date as and when
            identified by the Cash Manager and if a Borrower fails to pay the
            full amount that it owes, the Cash Manager shall be obliged to
            refund to the Seller only such portion of the amount which relates
            to any period prior to the relevant Closing Date.

8.     Use of Ledgers

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

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

9.     Revenue Ledger

       The Cash Manager shall ensure that:

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

            (i)    all Revenue Receipts; and

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

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

10.    Principal Ledger

       The Cash Manager shall ensure that:

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



                                      42
<PAGE>

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

11.    Losses Ledger

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

12.    Funding Share/Seller Share Ledger

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

13.    Funding Revenue Ledger

       The Cash Manager shall ensure that:

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

            (i)    all Funding Revenue Receipts;

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

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

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

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

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



                                      43
<PAGE>

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

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

14.    Issuer Reserve Fund Ledger

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

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

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

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

15.    Issuer Liquidity Reserve Ledger

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

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

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

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

16.    Funding Principal Ledger

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

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

            (i)    all Funding Principal Receipts;

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



                                      44
<PAGE>

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

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

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

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

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

17.    Funding Principal Deficiency Ledger

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

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

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

18.    Funding Reserve Ledger

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



                                      45
<PAGE>

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

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

19.    Intercompany Loan Ledger

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

20.    Overpayments Ledger

       The Cash Manager shall ensure that:

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

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

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

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

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

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

21.    Non-Flexible Underpayments Ledger

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

22.    Re-Draws Ledger

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



                                      46
<PAGE>

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

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

23.    Further Draws Ledger

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

24.    Records

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



                                      47
<PAGE>

<TABLE>
<CAPTION>
                                                           SCHEDULE 3A
                                           Form of Mortgages Trustee Quarterly Report

<S>                                                                         <C>                       <C>
Granite Finance Trustees Limited
Memorandum of Account

Period Ended                                                                This Quarter              Prior Quarter
                                                                            (GBP) 000's               (GBP) 000's

Fees Receivable
Fees Payable


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

Granite Finance Trustees Limited
Balance Sheet

Period Ended
                                                       (GBP)                (GBP)
Fixed Asset Investments

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

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

Share Capital                                                                0
Reserves                                                                     0

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

                                                       Diff                  0
</TABLE>



                                                               48
<PAGE>

                                  SCHEDULE 3B

                       Form of Funding Quarterly Report


Granite Finance Funding Limited
Profit & Loss Account

Period Ended                                 This Quarter         Prior Quarter

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


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

Net Operating Income                         0                    0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on ordinary                      0                    0
activities before tax

Taxation

Profit/loss on ordinary                      0                    0
activities after tax

Dividend                                     0                    0

Retained profit brought                      0                    0
forward

Retained profit for the                      0                    0
year



                                                               49
<PAGE>

<TABLE>
<CAPTION>
Granite Finance Funding Limited
Balance Sheet

Period Ended
                                                           (GBP) 000's           (GBP) 000's
<S>                                                        <C>                   <C>
Fixed Asset Investments

Beneficial Interest in Mortgage Portfolio                                        0

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

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

Net current assets                                                               0

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

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

Share Capital                                                                    0
Reserves                                                                         0

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

                                                           Diff                  0
</TABLE>



                                                               50
<PAGE>

<TABLE>
<CAPTION>
<S>                                                               <C>
Granite Finance Funding Limited
Notes to Balance Sheet

Period Ended

Balance on Cash Accumulation Ledger                               0

Available Credit Enhancement

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

Issuer Principal Deficiency Ledger                                AAA                      AA                  BBB

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

Subordinated Loan Outstanding

Initial Balance
Last Quarter Closing Outstanding
Accrued Interest
Repayments Made
Closing Balance
</TABLE>



                                                               51
<PAGE>

                                  SCHEDULE 4

                  Cash Manager Representations and Warranties

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

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

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

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

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

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

       (b)  conflict with its constitutional documents; or

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

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

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

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

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



                                      52
<PAGE>

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

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

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

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

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

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

10.    Ranking of Claims:

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

11.    Information in Prospectus and Offering Circular:

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

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



                                      53
<PAGE>

                                EXECUTION PAGE

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

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

Name:

Title:

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

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

Name:

Title:

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

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

Name:

Title:

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

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


Name:

Title:



                                      54
<PAGE>

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

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

Name:

Title:



                                      55