Exhibit 4.9



                                                             EXECUTION VERSION



                             Dated 19 January 2005



                               NORTHERN ROCK PLC
                            as Issuer Cash Manager




                           GRANITE MASTER ISSUER PLC
                               as Master Issuer



                                    - and -



                             THE BANK OF NEW YORK
                          as Issuer Security Trustee









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                SECOND AMENDED ISSUER CASH MANAGEMENT AGREEMENT

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                     [LOGO OMITTED]  SIDLEY AUSTIN
                                     -------------
                                     SIDLEY      |



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                                   CONTENTS


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

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

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

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

5.   No Liability............................................................8

6.   Costs and Expenses......................................................8

7.   Information.............................................................9

8.   Remuneration...........................................................11

9.   Covenants, Representations and Warranties of Issuer Cash Manager.......11

10.  Issuer Cash Management Services Non-Exclusive..........................12

11.  Termination............................................................12

12.  Further Assurances.....................................................15

13.  Miscellaneous..........................................................16

14.  Confidentiality........................................................16

15.  No Partnership.........................................................17

16.  Assignment.............................................................17

17.  The Issuer Security Trustee............................................17

18.  New Notes..............................................................18

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

20.  Amendments and Waiver..................................................19

21.  Notices................................................................20

22.  Third Party Rights.....................................................21

23.  Execution in Counterparts; Severability................................21

24.  Governing Law and Jurisdiction; Appropriate Forum......................21



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SCHEDULE 1  The Issuer Cash Management Services.............................22
SCHEDULE 2  Cash Management and Maintenance of Ledgers......................25
SCHEDULE 3  Form of Issuer Quarterly Report.................................34
SCHEDULE 4  Issuer Cash Manager Representations and Warranties..............37


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THIS ISSUER CASH MANAGEMENT AGREEMENT WAS MADE ON 19 JANUARY, 2005 AND AMENDED
AND RESTATED PURSUANT TO THE DEEDS OF AMENDMENT DATED 26 AUGUST, 2005 AND 17
MAY, 2007 BETWEEN:

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

(2)   GRANITE MASTER ISSUER PLC (registered number 5250668), a public limited
      company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      the Master Issuer; and

(3)   THE BANK OF NEW YORK, whose principal office is at 40th Floor, One
      Canada Square, London E14 5AL, in its capacity as Issuer Security
      Trustee.

WHEREAS:

(A)   On the first Closing Date following the Funding 2 Programme Date, and on
      subsequent Closing Dates, the Master Issuer may issue Issuer Notes
      constituted by the Issuer Trust Deed. From the proceeds of the issue of
      such Issuer Notes, the Master Issuer shall make advances of funds to
      Granite Finance Funding 2 Limited, pursuant to the terms of the Global
      Intercompany Loan Agreement.

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

IT IS HEREBY AGREED as follows:

1.    Definitions and Interpretation

1.1   The provisions of:

      (a)   the Programme Master Definitions Schedule signed for the purposes
            of identification by Sidley Austin Brown & Wood and Allen & Overy
            LLP on 19 January 2005, and

      (b)   the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy LLP
            on 19 January 2005,

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


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2.    Appointment of Issuer Cash Manager

2.1   Appointment: Until termination pursuant to Clause 12 (Termination), the
      Master Issuer hereby appoints the Issuer Cash Manager as its lawful
      agent on its behalf to provide the Issuer Cash Management Services set
      out in this Agreement, including in relation to the Issuer Notes to be
      issued by the Master Issuer. The Issuer Cash Manager hereby accepts such
      appointment on the terms and subject to the conditions of this
      Agreement. The Issuer Security Trustee consents to the appointment of
      the Issuer Cash Manager on the terms of and subject to the conditions of
      this Agreement.

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

2.3   Appointment conditional upon issuance of Issuer Notes: The appointment
      pursuant to Clause 2.1 (Appointment) is conditional upon the issue of a
      Series of Issuer Notes and shall take effect upon and from the Closing
      Date in respect of such Series of Notes automatically, without any
      further action on the part of any person, PROVIDED THAT if the issue of
      a Series of Issuer Notes has not occurred by 31 January 2005, or such
      later date as the Master Issuer and the Arrangers may agree, this
      Agreement shall cease to be of further effect.

3.    The Issuer Cash Management Services

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

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

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


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      Documents).

3.4   Liability of Issuer Cash Manager:

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

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

4.    Payments, Accounts, Ledgers

4.1   Issuer Bank Accounts: The Issuer Cash Manager hereby confirms that the
      Issuer Bank Accounts have been established on or before the date hereof
      and that the mandates in the agreed form will apply thereto at the
      Funding 2 Programme Date. The Issuer Cash Manager undertakes (to the
      extent to which the same is within its control in its capacity as Issuer
      Cash Manager) that at the Funding 2 Programme Date the Issuer Bank
      Accounts will be operative and that the Issuer Cash Manager will not
      knowingly create or permit to subsist any Security Interest in relation
      to the Issuer Bank Accounts other than as created under or permitted
      pursuant to the Issuer Deed of Charge.

4.2   Issuer Ledgers:

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

            (i)   the Issuer Revenue Ledger, which shall record all Issuer
                  Revenue Receipts standing to the credit of the Issuer
                  Transaction Accounts from time to time and the following
                  sub-ledgers:

                  (A)   the Issuer Expense Sub-Ledger, which shall record all
                        Issuer Revenue Receipts to be applied in the payment
                        of or provision for certain expenses of the Master
                        Issuer; and


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                  (B)   the Issuer Note Revenue Sub-Ledger, which shall be
                        further divided into separate sub-sub-ledgers in
                        respect of each Series and Class of Issuer Notes to
                        separately record the Issuer Revenue Receipts
                        allocated and to be applied in payment of or provision
                        for interest and other amounts (other than principal)
                        due in respect of each such Series and Class of Issuer
                        Notes;

            (ii)  the Issuer Principal Ledger, which shall record all Issuer
                  Principal Receipts standing to the credit of the Issuer
                  Transaction Accounts from time to time and the Issuer Note
                  Principal Sub-Ledger, which shall be further divided into
                  separate sub-sub-ledgers in respect of each Series and Class
                  of Issuer Notes to separately record the Issuer Principal
                  Receipts allocated and to be applied in repayment of
                  principal due in respect of each such Series and Class of
                  Issuer Notes; and

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

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

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

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

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

                  (D)   the payment or transfer of all, or any part of, such
                        Swap Collateral to the relevant Issuer Transaction
                        Accounts,

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

      (b)   The Issuer Cash Manager shall make credits and debits to the
            Issuer Ledgers in accordance with the provisions of paragraphs 3,
            4, 5, 6, 7, 8 and 10 of Schedule 2 hereto.

4.3   Payments:

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

            (i)   all Issuer Revenue Receipts;


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            (ii)  all Issuer Principal Receipts;

            (iii) all amounts (excluding Swap Collateral that is to be
                  credited to the Issuer Swap Collateral Accounts in
                  accordance with Clause 4.7) received by the Master Issuer
                  pursuant to the Issuer Swap Agreements; and

            (iv)  any other amounts whatsoever received by or on behalf of the
                  Master Issuer on or after the Funding 2 Programme Date,

            and the Issuer Cash Manager shall procure that all investment
            proceeds from Authorised Investments purchased from amounts
            standing to the credit of the Issuer Transaction Accounts or the
            Issuer GIC Account are credited to each such account. All amounts
            received by the Master Issuer denominated in (i) Sterling shall be
            paid into the Issuer Sterling Account or into the Issuer NR
            Sterling Account, (ii) in US Dollars shall be paid into the Issuer
            Dollar Account; and (iii) in Euro shall be paid into the Issuer
            Euro Account or, in each case, in such other manner that the
            Issuer Cash Manager, the Issuer Security Trustee and the Master
            Issuer may agree. All amounts received by the Master Issuer
            denominated in any currency other than Sterling, US Dollars or
            Euro shall be paid into the Issuer Bank Accounts in such other
            manner that the Issuer Cash Manager, the Issuer Security Trustee
            and the Master Issuer may agree.

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

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

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

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

      (f)   Each of the Issuer Cash Manager and the Master Issuer undertakes
            that, so far as it is able to procure the same, the Issuer Bank
            Accounts and all instructions and the mandates in relation thereto
            will continue to be operative and will not, save as permitted
            pursuant to the Issuer Bank Account Agreement, be changed


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            without the prior written consent of the Issuer Security Trustee
            (such consent not to be unreasonably withheld or delayed). For the
            avoidance of doubt, the Issuer Cash Manager may change the
            authorised signatories in respect of such instructions or mandates
            relating to the Master Issuer, without the prior written consent
            of the Issuer Security Trustee, in accordance with the terms of
            the Issuer Bank Account Agreement.

4.4   Withdrawals:

      (a)   The Issuer Cash Manager may make withdrawals on behalf of the
            Master Issuer from the Issuer Bank Accounts (but only until
            receipt of a copy of an Issuer Enforcement Notice served by the
            Note Trustee on the Master Issuer) and the Issuer Swap Collateral
            Accounts as permitted by this Agreement, the Issuer Trust Deed,
            the Issuer Bank Account Agreement, the Issuer Swap Agreements (in
            the case of withdrawals from the Issuer Swap Collateral Accounts)
            and the Issuer Deed of Charge, but shall not in carrying out its
            functions as Issuer Cash Manager under this Agreement otherwise
            make withdrawals from the Issuer Bank Accounts and the Issuer Swap
            Collateral Accounts.

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

4.5   Cash Management: In administering the Issuer Bank Accounts on behalf of
      the Master Issuer and the Issuer Security Trustee, the Issuer Cash
      Manager shall comply with the provisions of Schedule 2 prior to receipt
      by the Issuer Cash Manager of a copy of any Issuer Enforcement Notice
      served on the Master Issuer. Following service of an Issuer Enforcement
      Notice, the Issuer Security Trustee or any Receiver appointed by the
      Issuer Security Trustee will administer the Issuer Bank Accounts in
      accordance with the terms of the Issuer Deed of Charge and, in the case
      of amounts standing to the credit of the Issuer Swap Collateral
      Accounts, in accordance with the Issuer Swap Agreement.

4.6   Termination: If on or prior to the date of the earlier of (i) repayment
      in full of a Series and Class of Issuer Notes or (ii) the service of an
      Issuer Enforcement Notice, any of the Issuer Swap Agreements related to
      such Series and Class of Issuer Notes are terminated, the Issuer Cash
      Manager (on behalf of the Master Issuer and the Issuer Security Trustee)
      shall purchase a replacement hedge, as applicable, in respect of the
      relevant Series of Issuer Notes in each case on terms acceptable to the
      Rating Agencies, the Master Issuer and the Issuer Security Trustee and
      with a swap provider that the Rating Agencies have previously confirmed
      in writing to the Master Issuer and the Issuer Security Trustee will not
      cause the then-current ratings of the Issuer Notes to be downgraded,
      withdrawn or qualified. The Master Issuer may apply any early
      termination payment received from, as appropriate, the relevant Issuer
      Swap Provider for such purpose.

4.7   Swap Collateral:


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

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

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

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

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

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

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

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

            and, in each case, make the appropriate debits and credits to the
            Issuer Swap Collateral Ledger. Swap Collateral will form part of
            the Issuer Available Revenue Receipts on its transfer or payment
            into the relevant Issuer Transaction Account in accordance with
            this Clause 4.7(b).

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

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

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

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


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      (d)   The terms of this Clause 4.7 shall prevail if and to the extent
            that they are inconsistent with the other paragraphs of this
            Clause 4.

4.8   Notification to Issuer Swap Providers: As soon as practicable following
      the notification to the Note Trustee and the Noteholders of an early
      redemption of a Series and Class of Issuer Notes in accordance with
      Conditions 5(D), (E) or (F) of such Issuer Notes, the Issuer Cash
      Manager shall notify, as soon as is reasonably practicable, the relevant
      Issuer Swap Providers (being the Issuer Swap Providers who have entered
      into swap transactions with the Issuer relating to such Issuer Notes) of
      such redemption.

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

5.    No Liability

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

6.    Costs and Expenses

6.1   Subject to and in accordance with the Issuer Pre-Enforcement Revenue
      Priority of Payments or, as the case may be, the Issuer Post-Enforcement
      Priority of Payments, the Master Issuer will on each 20th Monthly
      Payment Date reimburse the Issuer Cash Manager for all out-of-pocket
      costs, expenses and charges (together with any amounts in respect of
      Irrecoverable VAT due thereon) properly incurred by the Issuer Cash
      Manager in the performance of the Issuer Cash Management Services,
      including any such costs, expenses or charges not reimbursed to the
      Issuer Cash Manager on any previous 20th Monthly Payment Date and the
      Issuer Cash Manager shall supply the Master Issuer with an appropriate
      VAT invoice issued by the Issuer Cash Manager or, if the Issuer Cash
      Manager has treated the relevant cost, expense or charge as a
      disbursement for VAT purposes, by the person making the supply.

6.2   Unless and until otherwise agreed by the Master Issuer and the Issuer
      Security Trustee in writing (notified to the Issuer Cash Manager), the
      Master Issuer shall be solely responsible for reimbursing the Issuer
      Cash Manager for the out-of-pocket costs, expenses and charges (together
      with any amounts in respect of Irrecoverable VAT due thereon) referred
      to in Clause 6.1 (Costs and Expenses).


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7.    Information

7.1   Use of information technology systems:

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

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

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

            (ii)  except insofar as it would breach any other of its legal
                  obligations, grant to any person to whom it may sub-contract
                  or delegate the performance of all or any of its powers and
                  obligations under this Agreement (and/or to such person as
                  the Master Issuer and the Issuer Security Trustee elects as
                  a substitute cash manager in accordance with the terms of
                  this Agreement) a licence to use any proprietary software
                  together with any updates which may be made thereto from
                  time to time.

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

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

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

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


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

7.5   Information Covenants:

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

      (b)   The Issuer Cash Manager shall provide, or procure the provision
            of, to the Master Issuer, the Issuer Security Trustee and the
            Rating Agencies copies of any annual returns or financial
            statements referred to in Clause 7.4 (Statutory Obligations) as
            soon as reasonably practicable after the preparation thereof.

      (c)   The Issuer Cash Manager shall notify the Rating Agencies and the
            Issuer Security Trustee in writing of the details of (i) any
            material amendment to the Transaction Documents to which the
            Master Issuer is a party and of which it is or becomes aware, and
            (ii) any other information relating to the Issuer Cash Manager as
            the Rating Agencies and the Issuer Security Trustee may reasonably
            request in connection with its obligations under this Agreement,
            PROVIDED THAT the Issuer Security Trustee shall not make such a
            request more than once every three months unless, in the belief of
            the Issuer Security Trustee, a Funding 2 Intercompany Loan Event
            of Default, an Issuer Event of Default or an Issuer Cash Manager
            Termination Event shall have occurred and is continuing or may
            reasonably be expected to occur, and PROVIDED FURTHER THAT any
            such request by the Issuer Security Trustee does not adversely
            interfere with the Issuer Cash Manager's day-to-day provision of
            the Issuer Cash Management Services under the other terms of this
            Agreement.

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

      (e)   The Issuer Cash Manager shall, at the request of the Issuer
            Security Trustee, furnish the Issuer Security Trustee and the
            Rating Agencies with such other information relating to its
            business and financial condition as the Issuer Security Trustee
            may request in connection with this Agreement, PROVIDED


                                      10
<PAGE>


            THAT the Issuer Security Trustee shall not make such a request
            more than once every three months unless, in the belief of the
            Issuer Security Trustee, a Funding 2 Intercompany Loan Event of
            Default, an Issuer Event of Default or an Issuer Cash Manager
            Termination Event (as defined in Clause 11.1 (Issuer Cash Manager
            Termination Events)) shall have occurred and is continuing or may
            reasonably be expected to occur, and PROVIDED FURTHER THAT any
            such request of the Issuer Security Trustee does not adversely
            interfere with the Issuer Cash Manager's day-to-day provision of
            the Issuer Cash Management Services under the other terms of this
            Agreement.

8.    Remuneration

8.1   Fee payable:

      (a)   Subject to paragraph (b) below, the Master Issuer shall pay to the
            Issuer Cash Manager for the provision of the Issuer Cash
            Management Services hereunder a cash management fee which shall be
            agreed in writing between the Master Issuer, the Issuer Security
            Trustee and the Issuer Cash Manager from time to time.

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

8.2   Payment of fee: The cash management fee referred to in Clause 8.1 (Fee
      Payable) shall only be payable to the Issuer Cash Manager on each 20th
      Monthly Payment Date in the manner contemplated by, in accordance with
      and subject to the provisions of the Issuer Pre-Enforcement Revenue
      Priority of Payments or, as the case may be, the Issuer Post-Enforcement
      Priority of Payments.

9.    Covenants, Representations and Warranties of Issuer Cash Manager

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

      (a)   it will exercise all due skill, care and diligence in 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 Master Issuer or the Issuer 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 Issuer
            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 Issuer Cash Management Services and prepare
            and submit all necessary applications and requests for any further
            approval, authorisation, consent or licence required in connection
            with the performance of the Issuer Cash Management Services;


                                      11
<PAGE>


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

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

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

9.2   Duration of covenants: The covenants of the Issuer Cash Manager in
      Clause 9.1 (Covenants) shall remain in force until this Agreement is
      terminated but without prejudice to any right or remedy of the Master
      Issuer and/or the Issuer Security Trustee arising from breach of any
      such covenant prior to the date of termination of this Agreement.

9.3   Representations and Warranties: The Issuer Cash Manager hereby makes the
      representations and warranties to each of the Master Issuer and the
      Issuer Security Trustee that are specified on Schedule 4 hereto.

10.   Issuer Cash Management Services Non-Exclusive

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

11.   Termination

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

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

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

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


                                      12
<PAGE>


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

      Following the delivery of a notice of termination to the Issuer Cash
      Manager of the termination of its appointment under this Agreement, the
      Issuer Security Trustee agrees to use its reasonable endeavours to
      appoint a substitute Issuer Cash Manager (with such appointment to
      become effective no later than the effective date of the termination).
      Any substitute Issuer Cash Manager must agree to enter into an agreement
      substantially on the same terms as the relevant provisions of this
      Agreement or on such terms as are satisfactory to the Master Issuer and
      the Issuer Security Trustee.

      Any termination of the appointment of the Issuer Cash Manager and the
      appointment of a substitute Issuer Cash Manager under this Clause 11.1
      is conditional upon the Rating Agencies having previously confirmed in
      writing to the Master Issuer and the Issuer Security Trustee that the
      then-current ratings of the Issuer Notes will not be downgraded,
      withdrawn or qualified.

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

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

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

      (a)   the Master Issuer and the Issuer Security Trustee each consent in
            writing to such resignation such consent not to be unreasonably
            withheld or delayed;

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

      (c)   such substitute cash manager enters into an agreement
            substantially on the same terms as the relevant provisions of this
            Agreement or on such terms as are satisfactory to the Master
            Issuer and the Issuer Security Trustee, and the Issuer Cash
            Manager shall not be released from its obligations under the


                                      13
<PAGE>


            relevant provisions of this Agreement until such substitute cash
            manager has entered into such new agreement and the rights of the
            Master Issuer under such agreement are charged in favour of the
            Issuer Security Trustee on terms satisfactory to the Issuer
            Security Trustee; and

      (d)   the Rating Agencies have confirmed to the Master Issuer and the
            Issuer Security Trustee that the then-current ratings of the
            Issuer Notes are not reduced, qualified or withdrawn as a result
            thereof.

11.3  Effect of Termination or Resignation:

      (a)   On and after termination or resignation of the appointment of the
            Issuer Cash Manager under this Agreement and the other Issuer
            Transaction Documents pursuant to this Clause 11, all authority
            and power of the Issuer Cash Manager under this Agreement shall be
            terminated and be of no further effect and the Issuer Cash Manager
            shall not thereafter hold itself out in any way as the agent of
            the Master Issuer or the Issuer Security Trustee pursuant to this
            Agreement.

      (b)   Upon termination or resignation of the appointment of the Issuer
            Cash Manager under this Agreement pursuant to this Clause 11, the
            Issuer Cash Manager shall:

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

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


                                      14
<PAGE>


                  system of the Master Issuer or the Issuer Security Trustee
                  or such nominee, as the case may be.

11.4  Notice of event of default: The Issuer Cash Manager shall deliver to the
      Master Issuer, the Issuer Security Trustee and the Rating Agencies as
      soon as reasonably practicable (but in any event within three London
      Business Days of becoming aware thereof) a notice of any Issuer Cash
      Manager Termination Event, any Note Event of Default or any Funding 2
      Intercompany Loan Event of Default, or any event which with the giving
      of notice or expiry of any grace period or certification, as specified
      in such Issuer Cash Manager Termination Event or Note Event of Default
      or Funding 2 Intercompany Loan Event of Default, would constitute the
      same.

11.5  General provisions relating to termination:

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

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

      (c)   On termination of the appointment of the Issuer Cash Manager under
            the provisions of this Clause 11, the Issuer Cash Manager shall be
            entitled to receive all fees and other monies accrued up to (but
            excluding) the date of termination but shall not be entitled to
            any other or further compensation. The Master Issuer shall pay
            such moneys so receivable by the Issuer Cash Manager in accordance
            with the Issuer Pre-Enforcement Revenue Priority of Payments or,
            as the case may be, the Issuer Post-Enforcement Priority of
            Payments, on the dates on which they would otherwise have fallen
            due hereunder. For the avoidance of doubt, such termination shall
            not affect the Issuer Cash Manager's rights to receive payment of
            all amounts (if any) due to it from the Master Issuer other than
            under this Agreement.

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

12.   Further Assurances

12.1  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.

12.2  Powers of attorney: Without prejudice to the generality of Clause 12.1
      (Co-operation, etc), the Master Issuer shall upon request by the Issuer
      Cash Manager forthwith give to the Issuer Cash Manager such further
      powers of attorney or other written authorisations, mandates or
      instruments as are necessary to enable the Issuer


                                      15
<PAGE>


      Cash Manager to perform the Issuer Cash Management Services.

13.   Miscellaneous

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

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

      (b)   make or exercise any claims or demands, any rights of counterclaim
            or any other equities against or withhold payment of any and all
            sums of money which may at any time and from time to time standing
            to the credit of the Issuer Bank Accounts or the Issuer Swap
            Collateral Accounts or any replacement or additional bank account
            of the Master Issuer and established from time to time.

13.2  No recourse:

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

      (b)   For the avoidance of doubt, the Issuer Security Trustee shall not
            be liable to pay any amounts due under Clauses 6 (Costs and
            Expenses) and 8 (Remuneration), but without prejudice to the
            obligations of the Master Issuer, or any receiver appointed
            pursuant to the Issuer Deed of Charge in respect of such amounts.

      (c)   Notwithstanding any other provisions of this Agreement, all
            obligations to, and rights of, the Issuer Security Trustee under
            or in connection with this Agreement (other than its obligations
            under Clause 12 (Further Assurances) and Clause 14
            (Confidentiality)) shall automatically terminate upon the
            discharge in full of all Issuer Secured Obligations, PROVIDED THAT
            this shall be without prejudice to any claims in respect of such
            obligations and rights arising on or prior to such date.

14.   Confidentiality

      During the continuance of this Agreement or after its termination, each
      of the Master Issuer, the Issuer Cash Manager and the Issuer 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 14 shall not apply:


                                      16
<PAGE>


      (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 Issuer Event of
            Default, or an Issuer Cash Manager Termination Event, the
            protection or enforcement of any of its rights under any of the
            Issuer Transaction Documents or in connection herewith or
            therewith or for the purpose of discharging, in such manner as it
            thinks fit, its duties under or in connection with such agreements
            in each case to such persons as require to be informed of such
            information for such purposes; or

      (f)   in relation to any information disclosed to the professional
            advisers of the recipient or (in connection with a prospective
            rating of any debt to be issued by the Master Issuer or any other
            Funding 2 Issuer) to any credit rating agency or any prospective
            new cash manager or prospective new Issuer Security Trustee.

15.   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.

16.   Assignment

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

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

17.   The Issuer Security Trustee

17.1  Change in Issuer Security Trustee: If there is any change in the
      identity of the Issuer Security Trustee in accordance with the Issuer
      Deed of Charge, the Master Issuer and the Issuer Cash Manager shall
      execute such documents and take such action as the successor issuer
      security trustee and the outgoing Issuer Security Trustee may require


                                      17
<PAGE>


      for the purpose of vesting in the successor issuer security trustee the
      rights and obligations of the outgoing Issuer Security Trustee under
      this Agreement and releasing the outgoing Issuer Security Trustee from
      its future obligations under this Agreement.

17.2  No Obligations: It is hereby acknowledged and agreed that by its
      execution of this Agreement the Issuer Security Trustee shall not assume
      or have any of the obligations or liabilities of the Master Issuer or
      the Issuer Cash Manager under this Agreement. Furthermore, any liberty
      or power which may be exercised or any determination which may be made
      hereunder by the Issuer Security Trustee may be exercised or made in the
      Issuer 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 Issuer Deed of Charge.

18.   New Notes

      On each occasion that the Master Issuer issues a new Series and Class of
      Issuer Notes, the Issuer Cash Manager, the Master Issuer and the Issuer
      Security Trustee shall execute such documents and take such action as
      may be necessary or required by the Rating Agencies for the purpose of
      including any Issuer Swap Provider and any other person who is required
      to execute an Accession Undertaking or any other Issuer Transaction
      Document relating to such new Series and Class of Issuer Notes in the
      Issuer Transaction Documents.

19.   Non Petition Covenant; Limited Recourse

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

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

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


                                      18
<PAGE>


      extent expressly permitted under the Issuer Deed of Charge.

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

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

19.6  Issuer Deed of Charge: The provisions of Clause 5 of the Issuer Deed of
      Charge shall prevail in the event that and to the extent that they
      conflict with the provisions of this Clause 19.

20.   Amendments and Waiver

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

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

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


                                      19
<PAGE>


20.4  Ratings: No variation or waiver of this Agreement shall be made if the
      same would cause the then-current ratings of any of the Issuer Notes to
      be reduced, qualified or withdrawn.

21.   Notices

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

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

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

      (c)   in the case of the Issuer Security Trustee, to The Bank of New
            York (London Branch), at 40th Floor, One Canada Square, London E14
            5AL (facsimile number 020 7964 4637) for the attention of the
            Trustee Administration Manager;

      (d)   in the case of Fitch, to Fitch Ratings Ltd., at Eldon House, 2
            Eldon Street, London EC2M 7UA (facsimile number 020 7417 6262) for
            the attention of European Structured Finance Surveillance;

      (e)   in the case of Moody's, to Moody's Investors Services, Inc., at
            1st Floor, 2 Minster Court, Mincing Lane, London EC3R 7XB
            (facsimile number 020 7772 5400) for the attention of RMBS
            Monitoring, Structured Finance;

      (f)   in the case of S&P, to Standard & Poor's Ratings Services, a
            division of The McGraw-Hill Companies, Inc., at 20 Canada Square,
            Canary Wharf, London E14 5LH (facsimile number 020 7176 3598) for
            the attention of Andre Vollmann;

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


                                      20
<PAGE>


22.   Third Party Rights

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

23.   Execution in Counterparts; Severability

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

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

24.   Governing Law and Jurisdiction; Appropriate Forum

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

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

24.3  Appropriate Forum: Each of the parties hereto irrevocably waives any
      objection which it might now or hereafter have to the courts of England
      being nominated as the forum to hear and determine any proceedings and
      to settle any disputes, and agrees 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.


                                      21
<PAGE>


                                  SCHEDULE 1

                      The Issuer Cash Management Services

The Issuer Cash Manager shall:

(a)   make the determinations as set forth in Schedule 2 of the Issuer Deed of
      Charge;

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

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

(d)   provide the Master Issuer, Funding 2, the Issuer Security Trustee (upon
      its request), the Note Trustee (upon its request) and the Rating
      Agencies with quarterly reports in relation to the Master Issuer as set
      out in Schedule 3;

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

(f)   calculate the Required Subordinated Amounts;

(g)   determine whether the Issuance Tests and the conditions to the repayment
      of Issuer Notes have been met;

(h)   determine whether the Issuer Arrears Test is satisfied;

(i)   in relation to payments to be made on each Series and Class of Issuer
      Notes, make withdrawals under the Issuer Reserve Fund, if required;

(j)   maintain the Issuer Reserve Ledger, and record the amount credited to
      the Issuer Reserve Fund from time to time and subsequent withdrawals in
      respect of the Issuer Reserve Fund;

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

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

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


                                      22
<PAGE>


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

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

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

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

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

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

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

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

(r)   the Issuer Cash Manager may invest monies standing from time to time to
      the credit of the Issuer Transaction Accounts and the Issuer GIC Account
      (but in the case of the Issuer GIC Account, only following the
      enforcement of the Issuer Security and at the request of the Issuer
      Security Trustee) subject to the following provisions:

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

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

      (iii) all income or proceeds following the disposal or maturity of
            Authorised Investments shall be credited to the Issuer Transaction
            Account from which moneys were withdrawn to make the relevant
            Authorised Investment; and

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


                                      23
<PAGE>


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

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

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

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

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

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


                                      24
<PAGE>


                                  SCHEDULE 2

                  Cash Management and Maintenance of Ledgers

1.    Determination

      (a)   On or before each Distribution Date immediately prior to each
            Monthly Payment Period, the Issuer Cash Manager shall determine
            each of the following:

            (i)   the aggregate amount of any Issuer Available Revenue
                  Receipts to be applied on each Monthly Payment Date falling
                  in the relevant Monthly Payment Period in accordance with
                  the Issuer Pre-Enforcement Revenue Priority of Payments;

            (ii)  the aggregate amount of any Issuer Available Principal
                  Receipts to be applied on each Monthly Payment Date falling
                  in the relevant Monthly Payment Period in accordance with
                  the Issuer Pre-Enforcement Principal Priority of Payments;

            (iii) whether there will be an excess or a deficit of the Issuer
                  Available Revenue Receipts to satisfy the aggregate of the
                  payments and provisions set out in items (A) through (M) of
                  the Issuer Pre-Enforcement Revenue Priority of Payments that
                  are required to be made on each Monthly Payment Date falling
                  in the relevant Monthly Payment Period;

            (iv)  whether there will be an excess or deficit of Issuer
                  Available Principal Receipts to pay the aggregate of the
                  principal amounts due on each Monthly Payment Date falling
                  in the relevant Monthly Payment Period in respect of any
                  Original Bullet Loan Tranche in accordance with the Issuer
                  Pre-Enforcement Principal Priority of Payments;

            (v)   the various amounts, balances and rates to be calculated in
                  accordance with each Issuer Swap Agreement in respect of the
                  payments and provisions to be made on each Monthly Payment
                  Date falling in the relevant Monthly Payment Period; and

            (vi)  the Principal Amount Outstanding of the Issuer Notes, the
                  Pool Factor, and the Note Principal Payment of the Issuer
                  Notes in accordance with the Conditions. If the Master
                  Issuer or the Issuer Cash Manager fail to make the
                  determinations in this sub-clause (vi), such determinations
                  will be made by the Note Trustee in accordance with the
                  Conditions.

      (b)   The Issuer Cash Manager may make all the determinations referred
            to in paragraph 1(a) on the basis of any reasonable and proper
            assumptions as the Issuer Cash Manager considers appropriate
            (including without limitation as to the amount of any payments to
            be made under paragraph 1 of Schedule 2 of the Issuer Deed of
            Charge during the period from and including any


                                      25
<PAGE>


            Distribution Date immediately prior to the relevant Monthly
            Payment Period to and excluding the first day of the relevant
            Monthly Payment Period).

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

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

2.    Notification of Determinations

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

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

      (c)   The Issuer Cash Manager will cause each determination of the
            amounts, balances and rates required to be made in accordance with
            paragraph 1(vi) to be notified, promptly following such
            determination, to the Master Issuer, the Issuer Security Trustee
            and (in respect of each Issuer Swap Agreement) the relevant
            Calculation Agent (as defined therein).

3.    Distribution of Issuer Available Revenue Receipts Prior to Enforcement
      of the Issuer Security

      (a)   Prior to the enforcement of the Issuer Security, on or prior to
            the first day of the relevant Monthly Payment Period the Issuer
            Cash Manager will, subject to the rules for the application of
            Issuer Available Revenue Receipts set out in paragraph 4 of
            Schedule 2 to the Issuer Deed of Charge, allocate the Issuer
            Available Revenue Receipts towards the payments and provisions in
            respect of amounts due on all Monthly Payment Dates falling in
            such Monthly Payment Period in the order of priority set out in
            the Issuer Pre-Enforcement Revenue Priority of Payments (in each
            case only if and to the extent that payments or provisions of a
            higher priority in respect of amounts due on any Monthly Payment
            Date falling in such Monthly Payment Period have been made in
            full). The Issuer Available Revenue Receipts so allocated will not
            be applied in satisfaction of any payment or provision until the
            Monthly Payment Date in such Monthly Payment Period on which such
            payment or provision is required to be made.

      (b)   The allocation of Issuer Available Revenue Receipts towards the
            payments and provisions in respect of amounts due under any item
            of the Issuer Pre-Enforcement Revenue Priority of Payments on all
            Monthly Payment Dates


                                      26
<PAGE>


            falling in such Monthly Payment Period shall be made in no order
            of priority but in proportion to the respective amounts due under
            such item (in each case only if and to the extent that payments or
            provisions of a higher priority in respect of amounts due under
            such item on any Monthly Payment Date falling in such Monthly
            Payment Period have been made in full).

      (c)   On the date of which the Issuer Available Revenue Receipts are
            allocated in accordance with paragraph 3(a) of this Schedule 2,
            the Issuer Cash Manager shall record in the appropriate
            sub-ledgers to the Issuer Note Revenue Sub-Ledger the amount of
            the Issuer Available Revenue Receipts allocated to make payments
            of interest and other amounts (other than principal) due under
            each Class of Notes of each Series on any Monthly Payment Date
            falling in the relevant Monthly Payment Period.

      (d)   On each Monthly Payment Date falling in the relevant Monthly
            Payment Period and until enforcement of the Issuer Security
            pursuant to the Issuer Deed of Charge or until such time as there
            are no outstanding Issuer Secured Obligations, the amount of
            Issuer Available Revenue Receipts so allocated in accordance with
            paragraph 3(a) of this Schedule 2 towards each payment and
            provision in respect of amounts due on the relevant Monthly
            Payment Date shall be applied to the making of such payment or
            provision (save that, in respect of amounts due to third parties
            by the Master Issuer under item (C) of the Issuer Pre-Enforcement
            Revenue Priority of Payments, such payments will be made when
            due).

      (e)   For the avoidance of doubt, in relation to the payment of interest
            and other amounts (other than principal) due in respect of a
            Series and Class of Notes on any Monthly Payment Date falling in a
            Monthly Payment Period prior to the enforcement of the Issuer
            Security pursuant to the Issuer Deed of Charge, the amount of
            Issuer Available Revenue Receipts allocated to payment of such
            amounts on such Monthly Payment Date (such allocation to have been
            made on or prior to the first day of such Monthly Payment Period)
            will be the amount of Issuer Available Revenue Receipts recorded
            in the applicable sub-ledger to the Issuer Note Revenue Sub-Ledger
            in respect of such Series and Class of Issuer Notes, provided
            that:

            (i)   on the date of which the Issuer Available Revenue Receipts
                  are allocated in respect of amounts due in the relevant
                  Monthly Payment Period in accordance with paragraph 3(a) of
                  this Schedule 2, to the extent that it is determined by the
                  Issuer Cash Manager that the Issuer Available Revenue
                  Receipts standing to the credit of the Issuer Revenue Ledger
                  (excluding an amount equal to the Issuer Available Revenue
                  Receipts standing to the credit of the Issuer Note Revenue
                  Sub-Ledger for each Series and Class of Issuer Notes) and
                  the amount standing to the credit of the Issuer Reserve
                  Ledger will be insufficient to pay items (A) to (D) of the
                  Issuer Pre-Enforcement Revenue Priority of Payments, then
                  the Issuer Cash Manager will:

                  (A)   in no order of priority among them but in proportion
                        to the balances of the relevant sub-ledgers, allocate
                        the Issuer Available Revenue Receipts standing to the
                        credit of the Issuer


                                      27
<PAGE>


                        Note Revenue Sub-Ledger in respect of the Class D
                        Notes of each Series on such date to meet such
                        shortfall (until the balance of each relevant
                        sub-ledger is zero);

                  (B)   if amounts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class D Notes of
                        each Series that are allocated in accordance with
                        sub-paragraph (e)(i)(A) are insufficient to meet such
                        shortfall on such date, then, in no order of priority
                        among them but in proportion to the balances of the
                        relevant sub-ledgers, allocate the Issuer Available
                        Revenue Receipts standing to the credit of the Issuer
                        Note Revenue Sub-Ledger in respect of the Class C
                        Notes of each Series on such date to meet such
                        shortfall (until the balance of each relevant
                        sub-ledger is zero);

                  (C)   if amounts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class D Notes and
                        the Class C Notes of each Series that are allocated in
                        accordance with sub-paragraphs (e)(i)(A) and (B) are
                        insufficient to meet such shortfall on such date,
                        then, in no order of priority among them but in
                        proportion to the balances of the relevant
                        sub-ledgers, allocate the Issuer Available Revenue
                        Receipts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class M Notes of
                        each Series on such date to meet such shortfall (until
                        the balance of each relevant sub-ledger is zero);

                  (D)   if amounts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class D Notes,
                        the Class C Notes and the Class M Notes of each Series
                        that are allocated in accordance with sub-paragraphs
                        (e)(i)(A), (B) and (C) are insufficient to meet such
                        shortfall on such date, then, in no order of priority
                        among them but in proportion to the balances of the
                        relevant sub-ledgers, allocate the Issuer Available
                        Revenue Receipts standing to the credit of the Issuer
                        Note Revenue Sub-Ledger in respect of the Class B
                        Notes of each Series on such date to meet such
                        shortfall (until the balance of each relevant
                        sub-ledger is zero);

                  (E)   if amounts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class D Notes,
                        the Class C Notes, the Class M Notes and the Class B
                        Notes of each Series that are allocated in accordance
                        with sub-paragraphs (e)(i)(A), (B), (C) and (D) are
                        insufficient to meet such shortfall on such date,
                        then, in no order of priority among them but in
                        proportion to the balances of the relevant
                        sub-ledgers, allocate the Issuer Available Revenue
                        Receipts standing to the credit of the Issuer Note
                        Revenue Sub-Ledger in respect of the Class A Notes of
                        each Series on such date to meet such shortfall (until
                        the balance of each relevant sub-ledger is zero); and


                                      28
<PAGE>


                        (ii)  on the date of which the Issuer Available
                              Revenue Receipts are allocated in respect of
                              amounts due in the relevant Monthly Payment
                              Period in accordance with paragraph 3(a) of this
                              Schedule 2, to the extent that an amount
                              standing to the credit of the Issuer Reserve
                              Ledger is allocated to pay interest and other
                              amounts (other than principal) due in respect of
                              a Series and Class of Issuer Notes under the
                              Issuer Pre-Enforcement Revenue Priority of
                              Payments on a Monthly Payment Date for such
                              Issuer Notes falling in the relevant Monthly
                              Payment Period (and such amount is so applied on
                              such Monthly Payment Date towards such payment),
                              then to the extent that, on following Monthly
                              Payment Dates in respect of such Issuer Notes
                              (and following payment of or provision for
                              interest and other amounts (other than
                              principal) due in respect of such Issuer Notes),
                              there remains an amount credited to the
                              sub-ledger to the Issuer Note Revenue Sub-Ledger
                              in respect of such Issuer Notes, the Issuer Cash
                              Manager will allocate such amount towards the
                              replenishment of the Issuer Reserve Fund in
                              accordance with item (K) of the Issuer
                              Pre-Enforcement Revenue Priority of Payments.

                  (f)   On the date of which the Issuer Available Revenue
                        Receipts are allocated in respect of amounts due in
                        the relevant Monthly Payment Period in accordance with
                        paragraph 3(a) of this Schedule 2, to the extent that
                        it is determined that the Issuer Available Revenue
                        Receipts allocated to pay interest and other amounts
                        due in respect of a Series and Class of Issuer Notes
                        under the Issuer Pre-Enforcement Revenue Priority of
                        Payments on a Monthly Payment Date for such Issuer
                        Notes falling in the relevant Monthly Payment Period
                        (and credited to the Issuer Note Revenue Sub-Ledger)
                        will be insufficient to pay such interest and other
                        amounts due, then:

                        (i)   the Issuer Cash Manager will firstly allocate
                              amounts standing to the credit of the Issuer
                              Expense Sub-Ledger on such date to meet such
                              shortfall (and will credit such amounts to the
                              relevant sub-ledger to the Issuer Note Revenue
                              Sub-Ledger); and

                        (ii)  if amounts standing to the credit of the Issuer
                              Expense Sub-Ledger that are applied in
                              accordance with paragraph 3(f)(i) of this
                              Schedule 2 are insufficient to meet such
                              shortfall on such date, then the Issuer Cash
                              Manager will allocate amounts standing to the
                              credit of the Issuer Reserve Ledger on such date
                              to meet such shortfall (and will credit such
                              amounts to the relevant sub-ledger to the Issuer
                              Note Revenue Sub-Ledger),

                        in each case, which are not otherwise required to pay
                        the amounts set forth in items (A) to (D) of the
                        Issuer Pre-Enforcement Revenue Priority of Payments or
                        any shortfall in any other sub-ledger of the Issuer
                        Note Revenue Sub-Ledger (in respect of a more senior
                        Class of Issuer Notes) on such date.

                        Where a shortfall will arise in a Monthly Payment
                        Period in respect of two or more Issuer Notes of the
                        same Class of any Series (each of which have a Monthly
                        Payment Date falling in such Monthly Payment Period),
                        the amounts referred to above will be allocated to
                        meet each shortfall in no order of priority


                                      29
<PAGE>


                        among them but in proportion to the amount required by
                        each Series and Class of Issuer Notes.

4.    Distribution of Issuer Available Principal Receipts Prior to Enforcement
      of the Issuer Security

      (a)   Prior to enforcement of the Issuer Security, the Issuer, or the
            Issuer Cash Manager on its behalf, will, subject to the rules for
            application of Issuer Available Principal Receipts set out in
            paragraph 4 of Schedule 2 to the Issuer Deed of Charge, allocate
            the Issuer Available Principal Receipts towards the payments and
            provisions in respect of amounts due on all Monthly Payment Dates
            falling in such Monthly Payment Period in the order of priority
            set out in the Issuer Pre-Enforcement Principal Priority of
            Payments (in each case only if and to the extent that payments or
            provisions of a higher priority in respect of amounts due on any
            Monthly Payment Date falling in such Monthly Payment Period have
            been made in full). The Issuer Available Principal Receipts so
            allocated will not be applied in satisfaction of any payment or
            provision until the Monthly Payment Date in such Monthly Payment
            Period on which such payment or provision is required to be made.

      (b)   The allocation of Issuer Available Principal Receipts towards the
            payments and provisions in respect of amounts due under any item
            of the Issuer Pre-Enforcement Principal Priority of Payments on
            all Monthly Payment Dates falling in such Monthly Payment Period
            shall be made in no order of priority but in proportion to the
            respective amounts due under such item (in each case only if and
            to the extent that payments or provisions of a higher priority in
            respect of amounts due under such item on any Monthly Payment Date
            falling in such Monthly Payment Period have been made in full).

      (c)   On the date of which the Issuer Available Principal Receipts are
            allocated in accordance with paragraph 4(a) of this Schedule 2,
            the Issuer Cash Manager shall record in the appropriate
            sub-ledgers to the Issuer Note Principal Sub-Ledger the amount of
            the Issuer Available Principal Receipts allocated to make
            repayments of principal due under each Class of Notes of each
            Series on any Monthly Payment Date falling in the relevant Monthly
            Payment Period.

      (d)   On each Monthly Payment Date falling in the relevant Monthly
            Payment Period and until enforcement of the Issuer Security
            pursuant to the Issuer Deed of Charge or until such time as there
            are no outstanding Issuer Secured Obligations, the amount of
            Issuer Available Principal Receipts so allocated towards each
            payment and provision in respect of amounts due on the relevant
            Monthly Payment Date shall be applied to making such payment or
            provision.

      (e)   For the avoidance of doubt, in relation to the repayment of
            principal due in respect of a Series and Class of Notes on any
            Monthly Payment Date falling in a Monthly Payment Period prior to
            the enforcement of the Issuer Security pursuant to the Issuer Deed
            of Charge, the amount of Issuer Available Principal Receipts
            allocated to payment of such amounts on such Monthly Payment Date
            will be the amount of Issuer Available Principal Receipts recorded
            in the applicable sub-ledger to the Issuer Note Principal
            Sub-Ledger in respect of such Series and Class of Issuer Notes,
            provided that, on the date


                                      30
<PAGE>


            of which the Issuer Available Principal Receipts are allocated in
            respect of amounts due in the following Monthly Payment Period in
            accordance with paragraph 4(a) of this Schedule 2, to the extent
            that an amount standing to the credit of the Issuer Reserve Ledger
            is allocated to repay principal due in respect of a Series and
            Class of Issuer Notes under the Issuer Pre-Enforcement Principal
            Priority of Payments on a Monthly Payment Date for such Issuer
            Notes falling in the relevant Monthly Payment Period (and such
            amount is so applied on such Monthly Payment Date towards such
            payment), then to the extent that, on following Monthly Payment
            Dates in respect of such Issuer Notes (and following repayment of
            or provision for principal due in respect of such Issuer Notes),
            there remains an amount credited to the sub-ledger to the Issuer
            Note Principal Sub-Ledger in respect of such Issuer Notes, the
            Issuer Cash Manager will allocate such amount towards the
            replenishment of the Issuer Reserve Fund in accordance with item A
            of the Issuer Pre-Enforcement Principal Priority of Payments.

      (f)   On the date of which the Issuer Available Principal Receipts are
            allocated in accordance with paragraph 4(a) of this Schedule 2, to
            the extent that it is determined that the Issuer Available
            Principal Receipts allocated to repay principal due in respect of
            a Series and Class of Issuer Notes under the Issuer
            Pre-Enforcement Principal Priority of Payments on a Monthly
            Payment Date falling in the relevant Monthly Payment Period (and
            credited to the Issuer Note Principal Sub-Ledger) will be
            insufficient to repay such principal amount due, then the Issuer
            Cash Manager will allocate amounts standing to the credit of the
            Issuer Reserve Ledger on such date to meet such shortfall (and
            will credit such amounts to the relevant sub-ledger to the Issuer
            Note Principal Sub-Ledger) which are not otherwise required to pay
            the amounts set forth in the Issuer Pre-Enforcement Revenue
            Priority of Payments. Where a shortfall will arise in a Monthly
            Payment Period in respect of two or more Issuer Notes of the same
            Class of any Series (each of which have a Monthly Payment Date
            falling in such Monthly Payment Period), the amounts standing to
            the credit of the Issuer Reserve Ledger will be allocated to meet
            each shortfall in no order of priority among them but in
            proportion to the amount required by each Series and Class of
            Issuer Notes.

5.    Use of Ledgers

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

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


                                      31
<PAGE>


6.    Issuer Revenue Ledger

      The Issuer Cash Manager shall ensure that:

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

            (i)   all interest fees and any other amount (not including
                  principal), if any, paid by Funding 2 to the Master Issuer
                  under the terms of the Global Intercompany Loan Agreement;

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

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

            (iv)  all revenue amounts (including any early termination payment
                  which is to be used to acquire, if necessary, a new currency
                  and/or interest rate swap) received by the Master Issuer
                  under the Issuer Swap Agreements;

      (b)   the amounts received from Funding 2 in respect of items (B), (S),
            (U) and (V) of the Funding 2 Pre-Enforcement Revenue Priority of
            Payments shall, subject to paragraph 3 of this Schedule 2, be
            credited to the Issuer Expense Sub-Ledger;

      (c)   the amounts received from Funding 2 and allocated to the payment
            of interest and other amounts (other than principal) due on a
            Series and Class of Issuer Notes in accordance with paragraph 3 of
            this Schedule 2 shall be credited to a sub-ledger (in respect of
            the Series and Class of Issuer Notes that funded such Loan
            Tranche) to the Issuer Note Revenue Sub-Ledger; and

      (d)   any payment or provision made under paragraph 3 of this Schedule 2
            and in accordance with the provisions of the Issuer Deed of Charge
            shall be debited to the Issuer Revenue Ledger and the applicable
            sub-ledger.

7.    Issuer Principal Ledger

      The Issuer Cash Manager shall ensure that:

      (a)   all principal paid by Funding 2 to the Master Issuer under the
            terms of the Global Intercompany Loan Agreement shall be credited
            to the Issuer Principal Ledger;

      (b)   the amounts received from Funding 2 and allocated to the payment
            of principal due on a Series and Class of Issuer Notes in
            accordance with paragraph 4 of this Schedule 2 shall be credited
            to a sub-ledger (in respect of the Series and Class of Issuer
            Notes that funded such Loan Tranche) to the Issuer Note Principal
            Sub-Ledger; and


                                      32
<PAGE>


      (c)   any payment or provision made under paragraph 4 of Schedule 2 and
            in accordance with the provisions of the Issuer Deed of Charge
            shall be debited to the Issuer Principal Ledger and the applicable
            sub-ledger.

8.    Issuer Reserve Ledger

      The Issuer Cash Manager shall ensure that:

      (a)   amounts shall be credited to the Issuer Reserve Ledger to fund
            and/or replenish it in accordance with the Issuer Priority of
            Payments; and

      (b)   any payment or provision made under paragraphs 3 or 4 of this
            Schedule 2 and in accordance with the Issuer Deed of Charge shall
            be debited to the Issuer Reserve Ledger.

9.    Records

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

10.   Swap Collateral Ledger

      In connection with Swap Collateral the Issuer Cash Manager shall ensure
      that the appropriate debits and credits are made to the Swap Collateral
      Ledger in accordance with Clause 4.8 (Swap Collateral).


                                      33
<PAGE>


                                  SCHEDULE 3

                        Form of Issuer Quarterly Report

Granite Master Issuer plc

Profit & Loss Account


Period Ended

                                                       This          Prior
                                                       Quarter       Quarter

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

Interest Receivable - Intercompany Loan

Interest  Receivable - Cash  Deposits/Authorised
Investments

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

Interest Payable - Notes

Interest Payable
                                                     -------------------------
                                                     0             0


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

Other Income

Operating Expenses

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

Taxation

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

Dividend                                             0             0

Retained profit brought forward                      0             0

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

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


                                      34
<PAGE>


Granite Master Issuer plc

Balance Sheet

Period Ended


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

Fixed Asset Investments

Intercompany Lending                                               0

Current Assets

Interest Receivable                                  0

Other debtors                                        0

Cash at Bank                                         0

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

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

Creditors: Amounts falling due within one year

Accruals                                             0

Interest Payable Accrual                             0

Taxation                                             0
                                                     ------------
                                                     0

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

Net current assets                                   0

Creditors: Amounts falling due after one year

Amount due to Noteholders                            0


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

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


Share Capital                                        0

Reserves                                             0


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

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


                                      35
<PAGE>


Granite Master Issuer plc

Balance Sheet

Period Ended

Granite Mortgages 04-3 plc           [o]
Notes Outstanding

Period Ended

                                     Series
                                     [o]
                                     Class [o]
Moody's Current Rating
Fitch Ratings Current Rating
S&P Current Rating


                                     Series
                                     [o]
                                     Class [o]
Initial Note Balance
Previous Quarters Note Principal
Note Redemptions
Outstanding Note Principal


Granite Master Issuer plc

Balance Sheet

Period Ended

                                     Series
                                     [o]
                                     Class [o]
Note Interest Margins
Step Up Dates
Step Up Margins


                                      36
<PAGE>


                                  SCHEDULE 4

              Issuer Cash Manager Representations and Warranties

The Issuer Cash Manager makes the following representations and warranties to
each of the Master Issuer and the Issuer 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 Issuer Cash
      Manager, and the Issuer Cash Manager is not insolvent.

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


                                      37
<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 Issuer Cash Manager;
            and

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

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

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

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

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

11.   Information in Prospectus and Reg S Prospectus: All information in the
      Prospectus and the Reg S Prospectus with regard to the Issuer Cash
      Manager is true and accurate in all material respects and not misleading
      in any material respect.

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


                                      38
<PAGE>


                                EXECUTION PAGE

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

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


Name:








as Master Issuer
EXECUTED for and on behalf of                      )
GRANITE MASTER ISSUER PLC                          )
acting by a director                               )

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


Name:










as Issuer Security Trustee
EXECUTED for and on behalf of                      )
THE BANK OF NEW YORK                               )
by                                                 )

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


Name:



                                      39