ISSUER CASH MANAGEMENT AGREEMENT

                                                                    Exhibit 4.9


                             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









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

                       ISSUER CASH MANAGEMENT AGREEMENT
                      (as amended by a Deed of Amendment
                              dated August 2005)

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






                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF: 30507-30040/883284


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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

SCHEDULE 1  The Issuer Cash Management Services...........................22
SCHEDULE 2  Cash Management and Maintenance of Ledgers....................25


                                      i
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                                   CONTENTS


SCHEDULE 3  Form of Issuer Quarterly Report...............................32
SCHEDULE 4  Issuer Cash Manager Representations and Warranties............35


                                      ii
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THIS ISSUER CASH MANAGEMENT AGREEMENT is made on 19 January 2005

BETWEEN:

(1)   NORTHERN ROCK PLC (registered number 3273685), a public limited company
      incorporated under the laws of England and Wales whose registered office
      is at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL in its
      capacity as 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 48th 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.


                                      1
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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


                                      2
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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 a sub-ledger in
                  respect of each Series and Class of Issuer Notes which shall
                  record interest received in respect of the Loan Tranches
                  funded by 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 a sub-ledger in
                  respect of each Series and Class of


                                      3
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                  Issuer Notes which shall record principal repayments in
                  respect of the Loan Tranche funded by 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; and

            (v)   the Issuer Note Ledger, which shall be divided into
                  segregated sub-ledgers each of which shall record payments
                  made under each Series and Class of Issuer Notes (each of
                  which shall be further divided into sub-ledgers to record
                  payments of interest and fees and repayments of principal
                  made under the applicable Series and Class of Issuer Notes).

      (b)   The Issuer Cash Manager shall make credits and debits to the
            Issuer Ledgers in accordance with the provisions of paragraphs 5,
            6, 7, 8, 10 and 11 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;

            (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)


                                      4
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                  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, (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 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 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.


                                      5
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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:

      (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;


                                      6
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            (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.

      (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


                                      7
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      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 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 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 the month in which each
            Monthly Payment Date 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


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            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
      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;


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      (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,


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            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