Exhibit 4.8



                              Dated 26 March 2001


                               NORTHERN ROCK PLC
                    as Cash Manager, Seller and Beneficiary


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                       GRANITE FINANCE FUNDING 2 LIMITED
                                as Beneficiary


                                    - and -


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






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                   EIGHTH AMENDED CASH MANAGEMENT AGREEMENT


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                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF:30507-30090/972619


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                                   CONTENTS



1.   Definitions and Interpretation.........................................4

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

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

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

5.   Early Repayment Charges...............................................22

6.   No Liability..........................................................23

7.   Costs and Expenses....................................................23

8.   Information...........................................................23

9.   Remuneration..........................................................27

10.  Covenants, Representations and Warranties of the Cash Manager.........27

11.  Services Non-Exclusive................................................28

12.  Termination...........................................................28

13.  Further Assurances....................................................32

14.  Miscellaneous.........................................................32

15.  Confidentiality.......................................................33

16.  No Partnership........................................................34

17.  Assignment............................................................34

18.  The Funding Security Trustees.........................................34

19.  New Intercompany Loan Agreements......................................35

20.  Non Petition Covenant; Limited Recourse...............................35

21.  Amendments and Waiver.................................................37

22.  Notices...............................................................38

23.  Third Party Rights....................................................39

24.  Execution in Counterparts; Severability...............................39


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25.  Governing Law and Submission to Jurisdiction..........................39

SCHEDULE 1 The Cash Management Services....................................41

SCHEDULE 2 Cash Management and Maintenance of Ledgers......................46

SCHEDULE 3A Form of Mortgages Trustee Quarterly Report.....................67

SCHEDULE 3B Form of Funding Quarterly Report...............................68

SCHEDULE 3C Form of Funding 2 Quarterly Report.............................71

SCHEDULE 4 Cash Manager Representations and Warranties.....................74


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THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 23 JULY 2001, 27 JANUARY 2003, 24
SEPTEMBER 2003, 28 JANUARY 2004, 26 MAY 2004, 19 JANUARY 2005, 24 AUGUST 2005,
19 JANUARY 2005 AND 23 DECEMBER 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 Cash Manager, Seller and as a Beneficiary;

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

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

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

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

WHEREAS:

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

(B)  On the Funding 2 Programme Date, Funding 2 acquired a portion of the
     Seller's beneficial interest in the Mortgages Trust Deed and became party
     to the Mortgages Trust Deed.

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


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IT IS HEREBY AGREED as follows:

1.   Definitions and Interpretation

1.1  The provisions of the Programme Master Definitions Schedule signed for
     the purposes of identification by Sidley Austin Brown & Wood and Allen &
     Overy 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.

1.2  Any reference in this Agreement to any discretion, power or right on the
     part of the Mortgages Trustee shall be as exercised by the Mortgages
     Trustee only as directed by the Beneficiaries but subject in each case to
     the provisions of the Mortgages Trust Deed and the Controlling
     Beneficiary Deed.

1.3  In addition to the provisions of the Programme Master Definitions
     Schedule, the following words and expressions used in this Agreement
     shall the meanings set out below.

     "Funding Basis Rate Swap Agreement" means each of the ISDA Master
     Agreements, Schedules and Confirmations thereto each entered into on or
     about 23 December 2005 and any Credit Support Annexes or other credit
     support documents entered into at any time among Funding and the Funding
     Basis Rate Swap Provider and/or any credit support provider and shall
     include any additional basis rate swap agreement entered into by Funding
     from time to time in accordance with the Transaction Documents;

     "Funding Basis Rate Swap Provider" means Northern Rock and/or, as
     applicable, any other basis rate swap provider appointed from time to
     time by Funding in accordance with the Transaction Documents;

     "Funding Basis Rate Swaps" means the swap transactions as documented
     under the Funding Basis Rate Swap Agreements;

     "Funding Swap Collateral" means any asset (including, without limitation,
     Cash and/or securities) delivered to Funding by the Funding Basis Rate
     Swap Provider in accordance with the terms of any of, the Funding Basis
     Rate Swap Agreements in respect of the Funding Basis Rate Swap Provider's
     obligations under such Funding Basis Rate Swap Agreement;

     "Funding Swap Collateral Accounts" means the Funding Swap Collateral Cash
     Account and the Funding Swap Collateral Securities Account;

     "Funding Swap Collateral Cash Account" means an account opened in the
     name of Funding for the purpose of holding Funding Swap Collateral in
     Cash and maintained in accordance with the terms of the Cash Management
     Agreement;

     "Funding Swap Collateral Ledger" means the ledger maintained by the Cash
     Manager in the books of Funding in accordance with Clause 4.3 (Funding
     Ledgers) of the Cash Management Agreement;


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     "Funding Swap Collateral Securities Account" means a securities account
     opened in the name of the Funding for the purpose of holding Funding Swap
     Collateral in the form of securities and maintained in accordance with
     the terms of the Cash Management Agreement; and

     "Funding Swap Replacement Premium" means any payment received from a
     replacement swap provider upon entry into an agreement with such
     replacement swap provider replacing a Funding Basis Rate Swap Agreement.

2.   Appointment of Cash Manager

2.1  Appointment: Until termination pursuant to Clause 12 (Termination)
     herein, the Mortgages Trustee, Funding and the Security Trustee
     (according to their respective estates and interests) each hereby
     appoints the Cash Manager as its lawful agent to provide the Cash
     Management Services set out in this Agreement and the Cash Manager in
     each case hereby accepts such appointment on the terms and subject to the
     conditions of this Agreement.

2.2  Appointment by Funding 2: Until termination pursuant to Clause 12
     (Termination) herein, Funding 2 (according to its estates and interests)
     hereby appoints the Cash Manager as its lawful agent to provide the Cash
     Management Services set out in this Agreement and the Cash Manager hereby
     accepts such appointment on the terms and subject to the conditions of
     this Agreement. The Funding 2 Security Trustee consents to the
     appointment of the Cash Manager on the terms of and subject to the
     conditions of this Agreement.

2.3  Duties prescribed by Transaction Documents: For the avoidance of doubt
     and in connection with the powers conferred under Clause 2.1
     (Appointment) and Clause 2.2 (Appointment by Funding 2), save as
     expressly provided elsewhere in this Agreement, nothing herein shall be
     construed so as to give the Cash Manager any powers, rights, authorities,
     directions or obligations other than as specified in this Agreement or
     any of the other Transaction Documents.

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

2.5  Appointment by Funding 2 Conditional: The appointment pursuant to Clause
     2.2 (Appointment by Funding 2) herein is conditional upon the acquisition
     by Funding 2 from the Seller of a portion of the Seller's beneficial
     interest in the Mortgages Trust pursuant to the Seller (Mortgages Trust)
     Assignment Agreement and shall take effect upon and from the Funding 2
     Programme Date automatically without any further action on the part of
     any person PROVIDED THAT if Funding 2 has not acquired from the Seller a
     portion of the Seller's beneficial interest in the Mortgages Trust by 31
     January, 2005, or such later date as Funding 2 and the Seller may agree,
     the


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     appointment of the Cash Manager as agent of Funding 2 under Clause 2.2
     (Appointment by Funding 2) shall not take effect.

3.   The Services

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

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

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

3.4  Liability of Cash Manager:

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

     (b)  For the avoidance of doubt, the Cash Manager shall not be liable in
          respect of any loss, liability, claim, expense or damage suffered or
          incurred by the


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          Mortgages Trustee, each Funding Beneficiary or each Funding Security
          Trustee and/or any other person as a result of the proper
          performance of the Cash Management Services (as defined in Clause
          3.1 (General)) by the Cash Manager save to the extent that such
          loss, liability, claim, expense or damage is suffered or incurred as
          a result of any negligence, bad faith or wilful default of the Cash
          Manager under, or as a result of, a breach by the Cash Manager of
          the terms and provisions of this Agreement or any of the other
          Transaction Documents to which the Cash Manager is a party (in its
          capacity as such) in relation to such functions.

4.   Payments, Accounts, Ledgers

4.1  Establishment of Bank Accounts:

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

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

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

     (d)  The Cash Manager hereby confirms that the Funding Transaction
          Account has been established on or before the date hereof pursuant
          to the Bank Account


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

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

     (f)  The Cash Manager hereby confirms that the Funding 2 GIC Account has
          been established on or before the Funding 2 Programme Date pursuant
          to the Funding 2 Bank Account Agreement and the Funding 2 Guaranteed
          Investment Contract and that the Funding 2 GIC Account Mandate in
          the agreed form will apply thereto at the Funding 2 Programme Date.
          The Cash Manager undertakes (to the extent to which the same is
          within its control) that at the Funding 2 Programme Date the Funding
          2 GIC Account will be operative and that the Cash Manager will not
          knowingly create or permit to subsist any Security Interest in
          relation to the Funding 2 GIC Account other than as created under or
          permitted pursuant to the Funding 2 Deed of Charge.

     (g)  The Cash Manager hereby confirms that the Funding 2 Transaction
          Account has been established on or before the Funding 2 Programme
          Date pursuant to the Funding 2 Bank Account Agreement and that the
          Funding 2 Transaction Account Mandate in the agreed form will apply
          thereto at the Funding 2 Programme Date. The Cash Manager undertakes
          (to the extent to which the same is within its control) that at the
          Funding 2 Programme Date the Funding 2 Transaction Account will be
          operative and that the Cash Manager will not knowingly create or
          permit to subsist any Security Interest in relation to the Funding 2
          Transaction Account other than as created under or permitted
          pursuant to the Funding 2 Deed of Charge.

     (h)  On each occasion that Funding enters into an Intercompany Loan
          Agreement, the Cash Manager undertakes to establish a separate
          Funding (Issuer) GIC Account in respect of the applicable Funding
          Issuer to which amounts in respect of any Issuer Reserve Fund and
          Issuer Liquidity Reserve Fund (if any) of such Issuer will be
          credited.


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     (i)  On each occasion that a Funding Beneficiary enters into an
          Intercompany Loan Agreement (or, in the case of Funding 2, is the
          recipient of a Loan Tranche under an existing Funding 2 Intercompany
          Loan Agreement), then the Cash Manager, the Seller, each Funding
          Beneficiary, each Funding Security Trustee and the Mortgages Trustee
          shall execute such amendments to this Agreement as may be necessary
          to reflect the establishment of any bank account for such Funding
          Beneficiary.

4.2  Mortgages Trustee Ledgers:

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

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

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

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

          (iv) the Funding Share/Funding 2 Share/Seller Share Ledger which
               shall record the Funding Share, the Funding 2 Share, the Seller
               Share, the Funding Share Percentage, the Funding 2 Share
               Percentage and the Seller Share Percentage of the Trust
               Property;

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

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

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


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               to record Non-Cash Re-Draws made in respect of Flexible
               Mortgage Loans;

        (viii) the Contributions Ledger, which will be divided into sub
               ledgers to record the making of Contributions to the Mortgages
               Trustee pursuant to the Mortgages Trust Deed by each of the
               Funding Beneficiaries and the Seller and the application of
               such Contributions in accordance with the terms of the
               Mortgages Trust Deed by:

               (A)  the payment by the Mortgages Trustee to the Seller of (1)
                    amounts of Initial Purchase Price for the sale of any New
                    Mortgage Portfolio which is acquired by the Mortgages
                    Trustee from the Seller under the provisions of Mortgage
                    Sale Agreement (2) amounts of Deferred Purchase Price in
                    accordance with the Mortgage Sale Agreement or (3) amounts
                    of any Special Distribution in accordance with the
                    Mortgages Trust Deed;

               (B)  the payment by the Mortgages Trustee to Funding of amounts
                    of any Special Distribution in accordance with the
                    Mortgages Trust Deed; and

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

     (b)  The Cash Manager shall make credits and debits to the Mortgages
          Trustee Ledgers in the manner described in paragraphs 10, 11, 12,
          13, 14, 31, 32, 33 and 34 of Schedule 2 hereto.

4.3  Funding Ledgers:

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

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

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

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


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

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

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

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

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

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

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

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

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

        (viii) the Funding Swap Collateral Ledger to record all payments,
               deliveries, transfers and receipts in connection with Funding
               Swap Collateral, including, without limitation:

               (A)  the delivery of any Funding Swap Collateral to Funding by
                    the Funding Basis Rate Swap Provider;


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               (B)  the receipt of any income or distributions in respect of
                    such Funding Swap Collateral and the payment of such
                    income or distributions to the Funding Basis Rate Swap
                    Provider;

               (C)  the return of all, or any part of, such Funding Swap
                    Collateral to the Funding Basis Rate Swap Provider; and

               (D)  the payment or transfer of all, or any part of, such
                    Funding Swap Collateral to the Funding Transaction Account
                    or the Funding Swap Collateral Account,

               provided that the Funding Swap Collateral Ledger shall only be
               established in the event that the Funding Basis Rate Swap
               Provider pays or transfers Funding Swap Collateral to Funding
               in accordance with the Funding Basis Rate Swap Agreement.

     (b)  The Cash Manager shall make credits and debits to the Funding
          Ledgers in accordance with the provisions of paragraphs 15 through
          21 of Schedule 2 hereto.

4.4  Funding 2 Ledgers:

     (a)  The Cash Manager shall open and maintain in the books of Funding 2
          the following ledgers on behalf of Funding 2:

          (i)  the Funding 2 Principal Ledger, which shall separately reflect
               all Funding 2 Principal Receipts received by Funding 2 on each
               Distribution Date (other than any Funding 2 Principal Receipts
               constituting the Cash Accumulation Requirement) and all Funding
               2 Principal Receipts standing to the credit of each Funding 2
               Bank Account (other than any Funding 2 Principal Receipts
               credited to the Funding 2 Cash Accumulation Ledger);

          (ii) the Funding 2 Cash Accumulation Ledger which shall separately
               reflect all Funding 2 Principal Receipts received by Funding 2
               on each Distribution Date in respect of the Cash Accumulation
               Requirement;

         (iii) the Funding 2 Principal Deficiency Ledger, which shall
               comprise five sub-ledgers to be known as the AAA Principal
               Deficiency Sub-Ledger, the AA Principal Deficiency Sub-Ledger,
               the A Principal Deficiency Sub-Ledger, the BBB Principal
               Deficiency Sub-Ledger and the BB Principal Deficiency
               Sub-Ledger, and which shall record (A) any principal
               deficiencies arising from Losses on the Mortgage Loans which
               have been allocated to Funding 2, (B) the application of
               Funding 2 Available Principal Receipts to meet any deficiency
               in Funding 2 Available Revenue Receipts, (C) the application of
               Funding 2 Available Principal Receipts to fund the Funding 2
               Liquidity Reserve Fund and (D) the application of Funding 2
               Available Revenue Receipts to be applied to reduce the balances
               on the Funding 2 Principal Deficiency Ledger;


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          (iv) the Funding 2 Revenue Ledger, which shall separately reflect
               all Funding 2 Revenue Receipts received by Funding 2 on each
               Distribution Date, and all Funding 2 Revenue Receipts standing
               to the credit of each Funding 2 Bank Account (other than any
               Funding 2 Swap Collateral Account);

          (v)  the Funding 2 Reserve Ledger, which shall record the amount
               credited to the Funding 2 Reserve Fund from time to time, and
               subsequent withdrawals and deposits in respect of the Funding 2
               Reserve Fund;

          (vi) the Funding 2 Liquidity Reserve Ledger, which shall record the
               amount credited to the Funding 2 Liquidity Reserve Fund from
               time to time, and subsequent withdrawals and deposits in
               respect of the Funding 2 Liquidity Reserve Fund provided that
               the Funding 2 Liquidity Reserve Ledger shall only be
               established in the event that Funding 2 is required to do so
               pursuant to the terms of the Funding 2 Deed of Charge;

         (vii) the Funding 2 Liquidity Facility Ledger which shall record all
               drawings and repayments in respect of any Funding 2 Liquidity
               Facility provided that the Funding 2 Liquidity Facility Ledger
               shall only be established in the event that Funding 2 enters
               into a Funding 2 Liquidity Agreement;

        (viii) the Funding 2 Swap Collateral Ledger to record all payments,
               deliveries, transfers and receipts in connection with Swap
               Collateral, including, without limitation:

               (A)  the delivery of any Swap Collateral to Funding 2 by the
                    Funding 2 Basis Rate Swap Provider;

               (B)  the receipt of any income or distributions in respect of
                    such Swap Collateral and the payment of such income or
                    distributions to the Funding 2 Basis Rate Swap Provider;

               (C)  the return of all, or any part of, such Swap Collateral to
                    the Funding 2 Basis Rate Swap Provider; and

               (D)  the payment or transfer of all, or any part of, such Swap
                    Collateral to the Funding 2 Transaction Account or the
                    Funding 2 Swap Account,

               provided that the Funding 2 Swap Collateral Ledger shall only
               be established in the event that the Funding 2 Basis Rate Swap
               Provider pays or transfers Swap Collateral to Funding 2 in
               accordance with the Funding 2 Basis Rate Swap Agreement; and

          (ix) the Funding 2 Intercompany Loan Ledger, which shall be divided
               into segregated sub-ledgers each of which shall record payments
               made under each Loan Tranche (each of which shall be divided
               into sub-


                                      13
<PAGE>


               ledgers to record payments of interest and fees and repayments
               of principal made under the applicable Loan Tranche).

     (b)  The Cash Manager shall make credits and debits to the Funding 2
          Ledgers in accordance with the provisions of paragraphs 22 through
          30 of Schedule 2 hereto.

4.5  Payments:

     Mortgages Trust

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

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

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

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

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

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

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

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

     Funding

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

          (i)  all Funding Principal Receipts, PROVIDED HOWEVER that any
               amounts recorded as a credit on the Non-Flexible Overpayments
               Sub-


                                      14
<PAGE>


               Ledger shall remain in the Mortgages Trustee GIC Account on
               such Distribution Date;

          (ii) all Funding Revenue Receipts; and

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

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

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

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

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

     Funding 2

     (g)  The Cash Manager shall procure that on each Distribution Date the
          following amounts are paid into the Funding 2 GIC Account:

          (i)  all Funding 2 Principal Receipts, PROVIDED HOWEVER that any
               amounts recorded as a credit on the Non-Flexible Overpayments
               Sub Ledger shall remain in the Mortgages Trustee GIC Account on
               such Distribution Date; and

          (ii) all Funding 2 Revenue Receipts; and

         (iii) any other amounts whatsoever received by or on behalf of
               Funding 2 after the Funding 2 Programme Date (excluding Swap
               Collateral),

          and the Cash Manager shall procure that all interest earned on the
          Funding 2 GIC Account and the Funding 2 Transaction Account and all
          investment proceeds from Authorised Investments purchased from
          amounts standing to the credit of such accounts are credited to the
          Funding 2 GIC Account.


                                      15
<PAGE>


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

     (i)  The Cash Manager shall procure that all transfers and withdrawals of
          amounts standing to the credit of the Funding 2 Transaction Account,
          the Funding 2 GIC Account and the Funding 2 Swap Collateral Account
          shall be made in accordance with the provisions of the Funding 2
          Deed of Charge.

     General

     (j)  Each of the payments into the Mortgages Trustee Bank Accounts, the
          Funding Bank Accounts and the Funding 2 Bank Accounts referred to in
          Clauses 4.4(a) through (i) herein shall be made forthwith upon
          receipt by the Mortgages Trustee, Funding, Funding 2 or the Cash
          Manager, as the case may be, of the amount in question.

     (k)  For the avoidance of doubt, as soon as reasonably practicable after
          becoming aware of the same, the Cash Manager may, and shall,
          withdraw Cash from, as the case may be, the Mortgages Trustee Bank
          Accounts, the Funding Bank Accounts or the Funding 2 Bank 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.

     (l)  The Cash Manager shall promptly notify each of the Mortgages
          Trustee, each Funding Beneficiary and each Funding Security Trustee
          of any additional account which supplements or replaces any account
          specifically referred to in the definitions of the "Mortgages
          Trustee Transaction Account", the "Mortgages Trustee GIC Account",
          the "Funding Transaction Account", the "Funding GIC Account", any
          "Funding (Issuer) GIC Account", the "Funding 2 Transaction Account"
          or the "Funding 2 GIC Account" in the Programme Master Definitions
          Schedule.

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

     (n)  Each of the Cash Manager and Funding undertakes that, so far as it
          is able to procure the same, the Funding Bank Accounts and all
          instructions and


                                      16
<PAGE>


          Mandates in relation thereto will continue to be operative and will
          not, save as provided in Clause 4.7 (Cash Management) herein or as
          permitted pursuant to the Bank Account Agreement or any Funding
          (Issuer) Bank Account Agreement, be changed without the prior
          written consent of the Security Trustee (such consent not to be
          unreasonably withheld or delayed). For the avoidance of doubt, the
          Cash Manager may change the Authorised Signatories in respect of any
          instructions or Mandates relating to the Funding Bank Accounts
          without the prior written consent of the Security Trustee, in
          accordance with Clause 4.2 (Amendment or Revocation) of the Bank
          Account Agreement or any Funding (Issuer) Bank Account Agreement, as
          the case may be.

     (o)  Each of the Cash Manager and Funding 2 undertakes that, so far as it
          is able to procure the same, the Funding 2 Bank Accounts and all
          instructions and Mandates in relation thereto will continue to be
          operative and will not, save as provided in Clause 4.7 (Cash
          Management) herein or as permitted pursuant to the Funding 2 Bank
          Account Agreement, be changed without the prior written consent of
          the Funding 2 Security Trustee (such consent not to be unreasonably
          withheld or delayed). For the avoidance of doubt, the Cash Manager
          may change the Authorised Signatories in respect of any instructions
          or Mandates relating to the Funding 2 Bank Accounts without the
          prior written consent of the Funding 2 Security Trustee, in
          accordance with Clause 4.2 (Amendment or Revocation) of the Funding
          2 Bank Account Agreement.

4.6  Withdrawals: The Cash Manager may make withdrawals:

     (a)  on behalf of the Mortgages Trustee from the Mortgages Trustee Bank
          Accounts;

     (b)  on behalf of Funding from the Funding Bank Accounts, but only:

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

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

     (c)  on behalf of Funding 2 from the Funding 2 Bank Accounts, but only:

          (i)  with the prior consent of the Funding 2 Security Trustee as
               provided under the Funding 2 Deed of Charge or following
               receipt of a request for withdrawal in writing from the Cash
               Manager on behalf of Funding 2; and

          (ii) until receipt of a Funding 2 Intercompany Loan Enforcement
               Notice served by the Funding 2 Security Trustee on Funding 2
               (with a copy to


                                      17
<PAGE>


               the Funding 2 Secured Creditors as soon as reasonable
               thereafter in accordance with and subject to the Funding 2 Deed
               of Charge),

          as permitted by this Agreement and the other Transaction Documents;

     (d)  on behalf of Funding 2 from the Funding 2 Swap Collateral Account as
          permitted by this Agreement and the other Transaction Documents; and

     (e)  on behalf of Funding from the Funding Swap Collateral Account as
          permitted by this Agreement and other Transaction Documents.

4.7  Cash Management: In administering the Funding Bank Accounts on behalf of
     Funding and the Security Trustee, the Cash Manager shall comply with the
     provisions of Schedule 2 hereto prior to receipt by the Cash Manager of a
     copy of any Intercompany Loan Enforcement Notice served by the Security
     Trustee on Funding. In administering the Funding 2 Bank Accounts on
     behalf of Funding 2 and the Funding 2 Security Trustee, the Cash Manager
     shall comply with the provisions of Schedule 2 hereto prior to receipt by
     the Cash Manager of a copy of any Intercompany Loan Enforcement Notice
     served by the Funding 2 Security Trustee on Funding 2.

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

4.9  Contributions by Funding 2: Following the drawing of any Intercompany
     Loan or the drawing of any Loan Tranche pursuant to an Intercompany Loan
     Agreement by Funding 2 from any Funding 2 Issuer on any date, the Cash
     Manager shall procure:

     (i)  the payment on such date (or on such other date as may be agreed
          between Funding 2, the Funding 2 Security Trustee, the applicable
          Funding 2 Issuer and the applicable Issuer Security Trustee) by
          Funding 2 to a Funding 2 Issuer of an amount by way of the
          refinancing (in whole or in part) of an existing Intercompany Loan
          or Loan Tranche; or

     (ii) the payment on such date by Funding 2 to the Mortgages Trustee of
          Funding 2's Contribution to the Mortgages Trustee pursuant to the
          Mortgages Trust Deed and the application of such Contribution by the
          Mortgages Trustee (as directed by Funding 2 or the Funding 2
          Security Trustee) for payment to:

          (a)  the Seller of either (1) the amount of Initial Purchase Price
               for the sale of any New Mortgage Portfolio which is acquired by
               the Mortgages Trustee from the Seller on such date under the
               provisions of Mortgage


                                      18
<PAGE>


               Sale Agreement or (2) the amount of any Special Distribution
               made to the Seller as Beneficiary under the Mortgages Trust
               Deed, as applicable; and/or

          (b)  Funding of the amount of any Special Distribution made to
               Funding as Beneficiary under the Mortgages Trust Deed.

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

4.11 Funding 2 Reserve Fund: The Cash Manager, on behalf of Funding 2, may
     utilise the Funding 2 Reserve Fund to fund initial reserves and other
     expenses in connection with the issuance of any Notes by any Funding 2
     Issuer and the making of Loan Tranches to Funding 2, to the extent that
     such reserves and expenses are to be funded or paid for by Funding 2.

4.12 Termination of Funding 2 Basis Rate Swaps: If on or prior to the date of
     the earlier of (i) repayment in full of the Funding 2 Intercompany Loan
     Agreements or (ii) the service of a Funding 2 Intercompany Loan
     Enforcement Notice on Funding 2, any Funding 2 Basis Rate Swap under the
     Funding 2 Basis Rate Swap Agreement is terminated, the Cash Manager (on
     behalf of Funding 2 and the Funding 2 Security Trustee) shall purchase a
     replacement hedge on terms acceptable to the Rating Agencies, Funding 2
     and the Funding 2 Security Trustee and with a swap provider that the
     Rating Agencies have previously confirmed in writing, to Funding 2 and
     the Funding 2 Security Trustee, will not cause the then-current ratings
     of the Notes issued by the Funding 2 Issuers to be downgraded, withdrawn
     or qualified. Funding 2 may apply any early termination payment received
     from, as appropriate, the Funding 2 Basis Rate Swap Provider for such
     purpose. Any Swap Replacement Premium received by Funding 2 from a
     replacement swap provider upon entry into a swap agreement replacing such
     Funding 2 Basis Rate Swap shall firstly be applied in or towards payment
     of any termination payment due and payable to the Funding 2 Basis Rate
     Swap Provider following the termination of the applicable Funding 2 Basis
     Rate Swap. Any amount of such Swap Replacement Premium not applied in or
     towards payment of such termination payment will form part of Funding 2
     Available Revenue Receipts.

4.13 Funding 2 Swap Collateral:

     (a)  In the event that pursuant to the terms of the Funding 2 Basis Rate
          Swap Agreement, the Funding 2 Basis Rate Swap Provider pays or
          transfers Swap Collateral to Funding 2, the Cash Manager shall:

          (i)  if not already created, create the Funding 2 Swap Collateral
               Ledger in the books of Funding 2 so as to record the amount and
               type of such Swap Collateral and, if there is more than one
               Funding 2 Basis Rate


                                      19
<PAGE>


               Swap Agreement; identify the 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 Funding 2 Swap Collateral Ledger;

         (iii) to the extent that such Swap Collateral is in the form of
               Cash, pay it into the relevant Funding 2 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
               Funding 2 Swap Collateral Securities Account.

     (b)  Any such Swap Collateral shall not form part of the Funding 2
          Available Revenue Receipts and the Funding 2 Available Principal
          Receipts; provided that if the terms of the Funding 2 Basis Rate
          Swap Agreement permit such Swap Collateral (or any part thereof) to
          be applied in or towards satisfaction of the Funding 2 Basis Rate
          Swap Provider's obligations under the Funding 2 Basis Rate Swap
          Agreement, and in the event that such Swap Collateral (or such part
          thereof) is to be so applied, the Cash Manager shall:

          (i)  where such Swap Collateral is in the form of Cash, transfer the
               amount of Cash to be so applied from the Funding 2 Swap
               Collateral Cash Account to the Funding 2 Transaction Account;
               and/or

          (ii) where such Swap Collateral is in the form of securities,
               realise the Swap Collateral and pay the amount of the net
               proceeds to be so applied into the Funding 2 Transaction
               Account,

          and, in each case, make the appropriate debits and credits to the
          Funding 2 Swap Collateral Ledger. Any amount transferred from the
          Funding 2 Swap Collateral Accounts to the Funding 2 Transaction
          Account in accordance with this Clause 4.13(b) will form part of the
          Funding 2 Available Revenue Receipts.

     (c)  To the extent that pursuant to the terms of the Funding 2 Basis Rate
          Swap Agreement, Swap Collateral (or any income or distributions in
          respect thereof) is to be returned or paid (as applicable) to the
          Funding 2 Basis Rate Swap Provider, the Cash Manager shall:

          (i)  where the relevant Swap Collateral (or such income or
               distributions) is in the form of Cash, return or pay (as
               applicable) the relevant amount of Cash out of the relevant
               Funding 2 Swap Collateral Cash Account to the Funding 2 Basis
               Rate Swap Provider; and/or

          (ii) where the relevant Swap Collateral (or such income or
               distributions) is in the form of securities, transfer and
               deliver the Swap Collateral to the Funding 2 Basis Rate Swap
               Provider,

          and, in each case, debit the Funding 2 Swap Collateral Ledger as
          appropriate.


                                      20
<PAGE>


     (d)  The terms of this Clause 4.13 shall prevail if and to the extent
          that they are inconsistent with the other paragraphs of this Clause
          4.

     (e)  If, in relation to Swap Collateral, there is any conflict between
          the terms of the Funding 2 Basis Rate Swap Agreement, the Funding 2
          Deed of Charge and/or this Agreement, the terms of the Funding 2
          Basis Rate Swap Agreement shall apply.

4.14 Termination of Funding Basis Rate Swaps: If on or prior to the date of
     the earlier of (i) repayment in full of the Funding Intercompany Loan
     Agreements or (ii) the service of a Funding Intercompany Loan Enforcement
     Notice on Funding, any Funding Basis Rate Swap under the Funding Basis
     Rate Swap Agreements is terminated, the Cash Manager (on behalf of
     Funding and the Funding Security Trustee) shall purchase a replacement
     hedge on terms acceptable to the Rating Agencies, Funding and the Funding
     Security Trustee and with a swap provider that the Rating Agencies have
     previously confirmed in writing, to Funding and the Funding Security
     Trustee, will not cause the then-current ratings of the Notes issued by
     the Funding Issuers to be downgraded, withdrawn or qualified. Funding may
     apply any early termination payment received from, as appropriate, the
     Funding Basis Rate Swap Provider for such purpose. Any Funding Swap
     Replacement Premium received by Funding from a replacement swap provider
     upon entry into a swap agreement replacing such Funding Basis Rate Swap
     shall firstly be applied in or towards payment of any termination payment
     due and payable to the Funding Basis Rate Swap Provider following the
     termination of the applicable Funding Basis Rate Swap. Any amount of such
     Swap Replacement Premium not applied in or towards payment of such
     termination payment will form part of Funding Available Revenue Receipts.

4.15 Funding Swap Collateral:

     (a)  In the event that pursuant to the terms of any of the Funding Basis
          Rate Swap Agreements, the Funding Basis Rate Swap Provider pays or
          transfers Funding Swap Collateral to Funding, the Cash Manager
          shall:

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

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

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

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

     (b)  Any such Funding Swap Collateral shall not form part of the Funding
          Available Revenue Receipts and the Funding Available Principal
          Receipts;


                                      21
<PAGE>


          provided that if the terms of the Funding Basis Rate Swap Agreement
          permit such Funding Swap Collateral (or any part thereof) to be
          applied in or towards satisfaction of the Funding Basis Rate Swap
          Provider's obligations under the Funding Basis Rate Swap Agreement,
          and in the event that such Funding Swap Collateral (or such part
          thereof) is to be so applied, the Cash Manager shall:

          (i)  where such Funding Swap Collateral is in the form of Cash,
               transfer the amount of Cash to be so applied from the Funding
               Swap Collateral Cash Account to the Funding Transaction
               Account; and/or

          (ii) where such Funding Swap Collateral is in the form of
               securities, realise the Funding Swap Collateral and pay the
               amount of the net proceeds to be so applied into the Funding
               Transaction Account,

          and, in each case, make the appropriate debits and credits to the
          Funding Swap Collateral Ledger. Any amount transferred from the
          Funding Swap Collateral Accounts to the Funding Transaction Account
          in accordance with this Clause 4.15(b) will form part of the Funding
          Available Revenue Receipts.

     (c)  To the extent that pursuant to the terms of the Funding Basis Rate
          Swap Agreement, Funding Swap Collateral (or any income or
          distributions in respect thereof) is to be returned or paid (as
          applicable) to the Funding Basis Rate Swap Provider, the Cash
          Manager shall:

          (i)  where the relevant Funding Swap Collateral (or such income or
               distributions) is in the form of Cash, return or pay (as
               applicable) the relevant amount of Cash out of the relevant
               Funding Swap Collateral Cash Account to the Funding Basis Rate
               Swap Provider; and/or

          (ii) where the relevant Funding Swap Collateral (or such income or
               distributions) is in the form of securities, transfer and
               deliver the Funding Swap Collateral to the Funding Basis Rate
               Swap Provider,

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

     (d)  The terms of this Clause 4.15 shall prevail if and to the extent
          that they are inconsistent with the other paragraphs of this Clause
          4.

     (e)  If, in relation to Funding Swap Collateral, there is any conflict
          between the terms of the Funding Basis Rate Swap Agreement, the
          Funding Deed of Charge and/or this Agreement, the terms of the
          Funding Basis Rate Swap Agreement shall apply.

5.   Early Repayment Charges

     The Cash Manager shall withdraw any Early Repayment Charges paid into the
     Mortgages Trustee Bank Accounts and pay the same to the Seller, by
     telegraphic transfer to such account as may be specified by the Seller
     from time to time, promptly following a request for such withdrawal being
     received from the Seller. For the


                                      22
<PAGE>


     avoidance of doubt, the Cash Manager shall not record the receipt or
     withdrawal of Early Repayment Charges in any of the ledgers maintained
     under this Agreement.

6.   No Liability

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

7.   Costs and Expenses

7.1  Each Funding Beneficiary and the Mortgages Trustee, proportionately in
     accordance with and subject to the applicable Funding Priority of
     Payments, the applicable Funding 2 Priority of Payments or the applicable
     Mortgages Trustee Priority of Payments, as the case may be, will on each
     Distribution Date, Payment Date or Monthly Payment Date (as applicable)
     reimburse the Cash Manager for all out-of-pocket costs, expenses and
     charges (together with any amounts in respect of Irrecoverable VAT due
     thereon) properly incurred by the Cash Manager in the performance of the
     Cash Management Services including any such costs, expenses or charges
     not reimbursed to the Cash Manager on any previous Distribution Date,
     Payment Date or Monthly Payment Date (as applicable) and the Cash Manager
     shall supply each Funding Beneficiary and/or the Mortgages Trustee with
     an appropriate VAT invoice issued by the Cash Manager or, if the Cash
     Manager has treated the relevant cost, expense or charge as a
     disbursement for VAT purposes, by the person making the supply.

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

8.   Information

8.1  Use of information technology systems:

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

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

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


                                      23
<PAGE>


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

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

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

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

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

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

     (c)  monthly bank statements in relation to each of the Funding 2 Bank
          Accounts (and any additional or supplemental bank account of Funding
          2) and that it furnishes a copy of such statements to Funding 2 and
          the Funding 2 Security Trustee (upon its request).

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


                                      24
<PAGE>


8.4  Statutory Obligations: The Cash Manager will use its reasonable
     endeavours on behalf of the Mortgages Trustee and each Funding
     Beneficiary, to prepare or procure the preparation of and file all
     reports, annual returns, financial statements, statutory forms and other
     returns which the Mortgages Trustee and each Funding Beneficiary is
     required by law to prepare and file. Subject to approval thereof by the
     directors of the Mortgages Trustee or the applicable Funding Beneficiary
     (as appropriate), the Cash Manager shall cause such accounts to be
     audited by the Auditors and shall procure so far as it is able so to do
     that the Auditors shall make a report thereon as required by law. Copies
     of all documents referred to in this Clause 8.4 which relate to the
     Mortgages Trustee shall be delivered to the Mortgages Trustee, each
     Funding Beneficiary, each Funding Security Trustee and the Rating
     Agencies. Copies of all documents referred to in this Clause 8.4 which
     relate to Funding shall be delivered to Funding, the Security Trustee and
     the Rating Agencies. Copies of all documents referred to in this Clause
     8.4 which relate to Funding 2 shall be delivered to Funding 2, the
     Funding 2 Security Trustee and the Rating Agencies. In each case, such
     documents shall be delivered soon as practicable after the end of each
     accounting reference period of the Mortgages Trustee or the applicable
     Funding Beneficiary (as appropriate).

8.5  Information Covenants:

     (a)  The Cash Manager shall:

          (a)  provide the Mortgages Trustee, each Funding Beneficiary, each
               Funding Security Trustee (upon its request), the Seller and the
               Rating Agencies quarterly with a report in, or substantially
               in, the form set out in Schedule 3A hereto in respect of the
               Mortgages Trustee;

          (b)  provide the Mortgages Trustee, Funding, the Security Trustee
               (upon its request), the Seller and the Rating Agencies
               quarterly with a report in, or substantially in, the form set
               out in Schedule 3B hereto in respect of Funding; and

          (c)  provide the Mortgages Trustee, Funding 2, the Funding 2
               Security Trustee (upon its request), the Seller and the Rating
               Agencies quarterly with a report in, or substantially in, the
               form set out in Schedule 3C hereto in respect of Funding 2; and

          Such reports shall be delivered to the Mortgages Trustee, the
          applicable Funding Beneficiary, the applicable Funding Security
          Trustee, the Seller and the Rating Agencies (in the case of the
          Mortgages Trustee and Funding) by the last Business Day of the month
          in which each Payment Date occurs and (in the case of Funding 2) by
          the last Business Day of each month.

     (b)  The Cash Manager shall notify the Rating Agencies and each Funding
          Security Trustee in writing of the details of (i) any material
          amendment to the Transaction Documents of which it is or becomes
          aware, (ii) the occurrence of an Intercompany Loan Event of Default
          or Potential Intercompany Loan Event of Default and (iii) any other
          information relating to the Cash Manager as the Rating Agencies
          and/or each Funding Security Trustee may reasonably


                                      25
<PAGE>


          request in connection with its obligations under this Agreement,
          PROVIDED THAT any such request by any Funding Security Trustee does
          not adversely interfere with the Cash Manager's day-to-day provision
          of the Cash Management Services under the other terms of this
          Agreement.

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

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

8.6  Together Connections Mortgage Loans and Connections Mortgage Loans:

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

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

          (ii) do such other acts and things,

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

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

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

          (ii) do such other acts and things,


                                      26
<PAGE>


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

9.   Remuneration

9.1  Fee payable:

     (a)  Subject to paragraph (b) below, the Mortgages Trustee and each
          Funding Beneficiary, proportionately in accordance with and subject
          to the applicable Funding Priority of Payments, the applicable
          Funding 2 Priority of Payments and the applicable Mortgages Trustee
          Priority of Payments, as the case may be, shall pay to the Cash
          Manager for its Cash Management Services hereunder an annual cash
          management fee of (GBP)200,000 for its services which will be paid
          quarterly.

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

9.2  Payment of fee: The cash management fee referred to in Clause 9.1 herein
     (Fee Payable) shall only be payable to the Cash Manager on each
     Distribution Date, Payment Date or Monthly Payment Date (as applicable)
     in the manner contemplated by, in accordance with and subject to the
     provisions of the applicable Mortgages Trustee Priority of Payments, the
     applicable Funding Priority of Payments and the applicable Funding 2
     Priority of Payments.

10.  Covenants, Representations and Warranties of the Cash Manager

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

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

     (b)  it will comply with any proper directions, orders and instructions
          which the Mortgages Trustee, the Funding Beneficiaries or the
          Funding Security Trustees 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 Funding Security Trustees shall
          prevail;

     (c)  it will obtain and keep in force all licences, approvals,
          authorisations and consents which are necessary in connection with
          the performance of the Cash


                                      27
<PAGE>


          Management Services and prepare and submit all necessary
          applications and requests for any further approval, authorisation,
          consent or licence required in connection with the performance of
          the Cash Management Services;

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

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

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

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

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

11.  Services Non-Exclusive

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

12.  Termination

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

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

     (b)  default is made by the Cash Manager in the performance or observance
          of any of its other covenants and material obligations under this
          Agreement or any of the other Transaction Documents, which:


                                      28
<PAGE>


     (i)  in the opinion of the Security Trustee, is materially prejudicial to
          the interests of the holders of the Notes issued by the Funding
          Issuers from time to time; or

     (ii) in the opinion of the Funding 2 Security Trustee, is materially
          prejudicial to the interests of the holders of the Notes issued by
          the Funding 2 Issuers from time to time;

     and such default continues unremedied for a period of twenty (20) days
     after the earlier of the Cash Manager becoming aware of such default and
     receipt by the Cash Manager of written notice of such default from the
     Funding Security Trustees requiring the same to be remedied; or

(c)  the Cash Manager suffers an Insolvency Event,

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

12.1.1 Following the delivery of a notice of termination to the Cash Manager
       of the termination of its appointment under this Agreement, each of
       the Funding Security Trustees shall, subject to the terms of the
       Controlling Beneficiary Deed, use its reasonable endeavours to appoint
       a substitute cash manager (with such appointment to become effective
       no later than the effective date of the termination). Any substitute
       cash manager:

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

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

       The Funding Security Trustees shall have no liability to any person in
       the event that, having used reasonable endeavours, subject to the terms
       of the Controlling Beneficiary Deed, they are unable to appoint a
       substitute cash manager. Notwithstanding any other provision of the
       Transaction Documents, neither Funding Security Trustee shall itself be
       required to perform any duties of the Cash Manager.

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


                                      29
<PAGE>


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

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

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

     (c)  such substitute cash manager enters into an agreement substantially
          on the same terms as the relevant provisions of this Agreement and
          the Cash Manager shall not be released from its obligations under
          the relevant provisions of this Agreement until such substitute cash
          manager has entered into such new agreement and the rights of
          Funding under such agreement are charged in favour of the Security
          Trustee on terms satisfactory to the Security Trustee and the rights
          of Funding 2 under such agreement are charged in favour of the
          Funding 2 Security Trustee on terms satisfactory to the Funding 2
          Security Trustee; and

     (d)  the then-current ratings of the Notes are not reduced, withdrawn or
          qualified as a result thereof.

12.3 Effect of Termination or Resignation:

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

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

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


                                      30
<PAGE>


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

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

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

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

12.5 General provisions relating to termination:

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

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

     (c)  On termination of the appointment of the Cash Manager under the
          provisions of this Clause 12, the Cash Manager shall be entitled to
          receive all fees and other monies accrued up to (but excluding) the
          date of termination subject to the applicable Funding Priority of
          Payments, the applicable Funding 2 Priority


                                      31
<PAGE>


          of Payments and/or the applicable Mortgages Trustee Priority of
          Payments, as the case may be, but shall not be entitled to any other
          or further compensation. Such monies so receivable by the Cash
          Manager shall be paid by Funding, Funding 2 and the Mortgages
          Trustee, on the dates on which they would otherwise have fallen due
          hereunder and under the terms of the Funding Deed of Charge, the
          Funding 2 Deed of Charge and/or the Mortgages Trust Deed, as
          applicable. For the avoidance of doubt, such termination shall not
          affect the Cash Manager's rights to receive payment of all amounts
          (if any) due to it from any Funding Beneficiary and/or the Mortgages
          Trustee other than under this Agreement.

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

13.  Further Assurances

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

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

14.  Miscellaneous

14.1 No set-off: Each of the Seller and the Cash Manager agrees that it will
     not make or exercise any claims or demands, any rights of counterclaim or
     any other equities against or withhold payment of any and all sums of
     money which may at any time and from time to time be standing to the
     credit of the Mortgages Trustee Bank Accounts, the Funding Bank Accounts
     or the Funding 2 Bank Accounts or any replacement or additional bank
     account of the Mortgages Trustee or any Funding Beneficiary.

14.2 No recourse:

     (a)  In relation to all sums due and payable by the Mortgages Trustee
          and/or each Funding Beneficiary to the Cash Manager, the Cash
          Manager agrees that it shall have recourse only to sums paid to or
          received by (or on behalf of) the Mortgages Trustee and/or each
          Funding Beneficiary pursuant to the provisions of the Transaction
          Documents, in each case subject to the Mortgages Trustee Priority of
          Payments, the Funding Priority of Payments and the Funding 2
          Priority of Payments.

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


                                      32
<PAGE>


          any receiver appointed pursuant to the Funding Deed of Charge in
          respect of such amounts.

     (c)  For the avoidance of doubt, the Funding 2 Security Trustee shall not
          be liable to pay any amounts due under Clause 7 (Costs and
          Expenses), but without prejudice to the obligations of the Mortgages
          Trustee or Funding 2, as the case may be, or any receiver appointed
          pursuant to the Funding 2 Deed of Charge in respect of such amounts.

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

     (e)  Notwithstanding any other provisions of this Agreement, all
          obligations to, and rights of, the Funding 2 Security Trustee under
          or in connection with this Agreement (other than its obligations
          under Clause 13 herein (Further Assurances)) shall automatically
          terminate upon the discharge in full of the Funding 2 Secured
          Obligations, PROVIDED THAT this shall be without prejudice to any
          claims in respect of such obligations and rights arising on or prior
          to such date.

15.  Confidentiality

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

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

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

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

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


                                      33
<PAGE>


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

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

16.  No Partnership

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

17.  Assignment

17.1 Assignment by the Mortgages Trustee, Funding and Funding 2: Neither the
     Mortgages Trustee nor any Funding Beneficiary may assign or transfer any
     of its respective rights and obligations under this Agreement without the
     prior written consent of:

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

     (b)  in the case of Funding, each of the Security Trustee and the Cash
          Manager except that Funding may assign its rights hereunder without
          such consent pursuant to the Funding Deed of Charge; and

     (c)  in the case of Funding 2, each of the Funding 2 Security Trustee and
          the Cash Manager except that Funding 2 may assign its rights
          hereunder without such consent pursuant to the Funding 2 Deed of
          Charge.

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

18.  The Funding Security Trustees

18.1 Vesting of Rights: If there is any change in the identity of the security
     trustee in accordance with the Funding Deed of Charge, the Cash Manager,
     the Seller, each Funding Beneficiary, the Funding 2 Security Trustee and
     the Mortgages Trustee shall execute such documents and take such action
     as the successor security trustee and the outgoing security trustee may
     reasonably require for the purpose of vesting in the successor security
     trustee the rights and obligations of the outgoing security trustee


                                      34
<PAGE>


     under this Agreement and releasing the outgoing security trustee from its
     future obligations under this Agreement. If there is any change in the
     identity of the security trustee in accordance with the Funding 2 Deed of
     Charge, the Cash Manager, the Seller, each Funding Beneficiary, the
     Security Trustee and the Mortgages Trustee shall execute such documents
     and take such action as the successor security trustee and the outgoing
     security trustee may reasonably require for the purpose of vesting in the
     successor security trustee the rights and obligations of the outgoing
     security trustee under this Agreement and releasing the outgoing security
     trustee from its future obligations under this Agreement.

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

19.  New Intercompany Loan Agreements

     On each occasion that a Funding Beneficiary enters into an Intercompany
     Loan Agreement or is the recipient of a loan advance under an
     Intercompany Loan Agreement, then the Administrator, the Seller, each
     Funding Beneficiary, each Funding Security Trustee and the Mortgages
     Trustee shall execute such documents and take such action as may be
     necessary or required by the Rating Agencies for the purpose of including
     the relevant Issuer, any Swap Provider, any Funding Basis Rate Swap
     Provider, any Start-up Loan Provider and any other person who has
     executed an Accession Undertaking or any such Intercompany Loan Agreement
     in the Transaction Documents or to take account of the terms of that
     Intercompany Loan Agreement or loan advance, as applicable.

20.  Non Petition Covenant; Limited Recourse

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

20.2 Limited Recourse: Each of the parties hereto agrees that:

     (a)  in relation to the Mortgages Trustee, any amount payable by the
          Mortgages Trustee to any other party to this Agreement under this
          Agreement not being


                                      35
<PAGE>


          an amount payable out of the Trust Property in accordance with the
          terms of the Mortgages Trust Deed shall only be payable to the
          extent that on that date the Mortgages Trustee has sufficient funds
          to pay such amount out of fees paid to it under the Mortgages Trust
          Deed; and

     (b)  in relation to Funding:

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

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

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

     (c)  in relation to Funding 2:

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

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

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


                                      36
<PAGE>


20.3 Following Enforcement: The Cash Manager hereby undertakes to each of the
     other parties hereto that:

     (a)  following any enforcement of the Funding Security, it will hold on
          trust for, and will pay to, the Security Trustee or the Receiver, as
          the case may be, all monies received or recovered by it (whether by
          way of set-off or otherwise) from Funding or in respect of any
          amount due hereunder by Funding, otherwise than in accordance with
          the Funding Post-Enforcement Priority of Payments in order that such
          monies may be applied by the Security Trustee or the Receiver in
          accordance with the Funding Post-Enforcement Priority of Payments;
          and

     (b)  following any enforcement of the Funding 2 Security, it will hold on
          trust for, and will pay to, the Funding 2 Security Trustee or the
          Receiver, as the case may be, all monies received or recovered by it
          (whether by way of set-off or otherwise) from Funding 2 or in
          respect of any amount due hereunder by Funding 2, otherwise than in
          accordance with the Funding 2 Post-Enforcement Priority of Payments
          in order that such monies may be applied by the Funding 2 Security
          Trustee or the Receiver in accordance with the Funding 2
          Post-Enforcement Priority of Payments.

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

21.  Amendments and Waiver

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

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


                                      37
<PAGE>


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

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

22.  Notices

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

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

     (b)  in the case of the Mortgages Trustee, to Granite Finance Trustees
          Limited, 22 Grenville Street, St. Helier, Jersey JE4 8PX, Channel
          Islands (facsimile number 01534 609333) for the attention of the
          Company Secretary;

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

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

     (e)  in the case of Funding 2, to Granite Finance Funding 2 Limited at
          Fifth Floor, 100 Wood Street, London, EC2V 7EX (facsimile number 020
          7606 0643) for the attention of the Company Secretary (with a copy
          to the Seller in accordance with (a) above);

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

     (g)  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;


                                      38
<PAGE>


     (h)  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;

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

     or to such other address or facsimile number or for the attention of such
     other person or entity as may from time to time be notified by any party
     or by any Rating Agency to the others by written notice in accordance
     with the provisions of this Clause 22. All notices served under this
     Agreement shall be simultaneously copied to the Security Trustee and the
     Funding 2 Security Trustee by the person serving the same.

23.  Third Party Rights

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

24.  Execution in Counterparts; Severability

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

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

25.  Governing Law and Submission to Jurisdiction

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

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

25.3 Process Agent: The Mortgages Trustee irrevocably and unconditionally
     appoints Mourant & Co. Capital (SPV) Limited at 69 Park Lane, Croydon,
     CR9 1TQ or otherwise at its registered office for the time being as its
     agent for service of process in England in respect of any proceedings in
     respect of this Agreement and undertakes that in the event of Mourant &
     Co. Capital (SPV) Limited ceasing so to act it will


                                      39
<PAGE>


     appoint another person with a registered office in London as its agent
     for service of process.

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

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


                                      40
<PAGE>


                                  SCHEDULE 1
                         The Cash Management Services

The Cash Manager shall:

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

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

     (c)  invest sums, if any, standing to the credit of the Funding 2
          Transaction Account in short-term Authorised Investments as
          determined by Funding 2 and, if applicable, the Funding 2 Security
          Trustee;

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

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

     (f)  maintain the Funding 2 Principal Deficiency Ledger, and record (1)
          any principal Losses on the Mortgage Loans allocated to Funding 2
          pursuant to the terms of the Mortgages Trust (2) the use of Funding
          2 Principal Receipts to meet any deficiency in Funding 2 Available
          Revenue Receipts (3) the application of Funding 2 Available Revenue
          Receipts to reduce the balances on the Funding 2 Principal
          Deficiency Ledger and (5) to record the application of Funding 2
          Available Principal Receipts to fund the Funding 2 Liquidity Reserve
          Fund;

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

     (h)  operate the Mortgages Trustee Bank Accounts, the Funding Bank
          Accounts and the Funding 2 Bank Accounts and ensure that payments
          are made into and from such accounts in accordance with this
          Agreement and any other applicable Transaction Document, PROVIDED
          HOWEVER, that nothing herein shall require the Cash Manager to make
          funds available to the Mortgages Trustee or any Funding Beneficiary
          to enable such payments to be made other than as expressly required
          by the provisions of this Agreement;

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


                                      41
<PAGE>


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

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

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

     (m)  maintain the Funding 2 Reserve Ledger and record the amount credited
          to the Funding 2 Reserve Fund from time to time and subsequent
          withdrawals in respect of the Funding 2 Reserve Fund;

     (n)  maintain the Funding 2 Liquidity Reserve Ledger, if any, and record
          the amount credited to the Funding 2 Liquidity Reserve Fund from
          time to time and subsequent withdrawals in respect of the Funding 2
          Liquidity Reserve Fund;

     (o)  maintain the Funding 2 Liquidity Facility Ledger, if any, and record
          the amount available in respect of the Funding 2 Liquidity Facility
          from time to time and subsequent drawings and repayments in respect
          of the Funding 2 Liquidity Facility;

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

     (q)  subject to any applicable law, assist the auditors of the Mortgages
          Trustee, Funding and Funding 2 and provide such information to them
          as they may reasonably request for the purpose of carrying out their
          duties as auditors;

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

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

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


                                      42
<PAGE>


          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;

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

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

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

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

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

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

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

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

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

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


                                      43
<PAGE>


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

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

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

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

     (x)  at the request of Funding 2 (and following the enforcement of the
          Funding 2 Security, with the prior written consent of the Funding 2
          Security Trustee), the Cash Manager may invest monies standing from
          time to time to the credit of the Funding 2 GIC Account in
          Authorised Investments, subject to the following provisions:

          (i)  any such Authorised Investment shall be made in the joint names
               of Funding 2 and the Funding 2 Security Trustee;

          (ii) any costs properly and reasonably incurred in making and
               changing Authorised Investments will be reimbursed to the Cash
               Manager and the Funding 2 Security Trustee by Funding 2;

         (iii) all income or proceeds following the disposal or maturity of
               Authorised Investments shall be credited to the Funding 2 GIC
               Account; and

          (iv) following the enforcement of the Funding 2 Security no such
               investment may be made without the prior written consent of the
               Funding 2 Security Trustee.

          The Funding 2 Security Trustee and the Cash Manager shall not be
          responsible (save where any loss results from the Funding 2 Security
          Trustee's or the Cash Manager's own fraud, wilful default or gross
          negligence or that of its officers or employees) for any loss
          occasioned by reason of any such Authorised Investments whether by
          depreciation in value or otherwise provided that such Authorised
          Investments were made in accordance with the above provisions

     (y)  provide services in relation to Swap Collateral or Funding Swap
          Collateral (including, without limitation, in connection with the
          transfer, receipt, administration and/or holding of Swap Collateral
          or Funding Swap Collateral, the making of calculations,
          determinations, communications or valuations, the


                                      44
<PAGE>


          opening and maintenance of the Funding Swap Collateral Accounts, the
          Funding 2 Swap Collateral Accounts, the Funding Swap Collateral
          Ledger and the Funding 2 Swap Collateral Ledger; and the entering
          into of Funding Swap Collateral Ancillary Documents and Funding 2
          Swap Collateral Ancillary Documents); and

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


                                      45
<PAGE>


                                  SCHEDULE 2
                  Cash Management and Maintenance of Ledgers

1.   Determination

     Mortgage Trustee

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

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

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

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

          (iv) the amount of Mortgages Trustee Available Revenue Receipts and
               Principal Receipts to be distributed to each of Funding,
               Funding 2 and to the Seller on such Distribution Date;

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

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

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

          (i)  the amount of any Losses incurred on the Mortgage Loans during
               the immediately preceding Trust Calculation Period and during
               each


                                      46
<PAGE>


               Interim Calculation Period (as defined in the Mortgages Trust
               Deed), if any, during such immediately preceding Trust
               Calculation Period;

          (ii) the Funding Share, the Funding 2 Share, the Seller Share, the
               Funding Share Percentage, the Funding 2 Share Percentage and
               the Seller Share Percentage in accordance with Clause 8
               (Adjustment of Funding Share Percentage, Funding 2 Share
               Percentage and Seller Share Percentage) of the Mortgages Trust
               Deed;

         (iii) to the extent (i) the Seller has sold and assigned New
               Mortgage Loans, or (ii) Funding or Funding 2 has made a
               Contribution (excluding a Deferred Contribution) to the
               Mortgages Trustee during the immediately preceding Trust
               Calculation Period, the Weighted Average Funding Share
               Percentage, the Weighted Average Funding 2 Share Percentage and
               the Weighted Average Seller Share Percentage (in respect of
               Revenue Receipts, Principal Receipts and Losses) in accordance
               with Clause 8.3 (Weighted Average Funding Share Percentage and
               Weighted Average Funding 2 Share Percentage) and Clause 8.7
               (Weighted Average Seller Share Percentage), respectively, of
               the Mortgages Trust Deed; and

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

     Funding

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

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

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

                    (1)  an amount equal to the aggregate of the amounts to be
                         applied on the immediately succeeding Payment Date
                         for all Group 1 Issuers as set forth under items
                         (E)-(Q) of the Funding Pre-Enforcement Revenue
                         Priority of Payments or, as the case may be, items
                         (D)-(G) of the Funding Post-Enforcement Priority of
                         Payments (but excluding any principal amount due
                         under any Funding Intercompany Loan (save that, for
                         the avoidance of doubt, such exclusion shall not
                         apply in respect of any Group 1 Available Revenue
                         Receipts which are applied


                                      47
<PAGE>


                         by any Group 1 Issuer to credit that Issuer's
                         Principal Deficiency Ledgers and thereby reduce the
                         principal payable under that Issuer's Intercompany
                         Loan) and any amount of Deferred Contribution under
                         item (P) of the Funding Pre-Enforcement Revenue
                         Priority of Payments and/or item (F) of the Funding
                         Post-Enforcement Priority of Payments), less all
                         other amounts (not derived from the distribution of
                         Mortgages Trustee Available Revenue Receipts under
                         the Mortgages Trust) which will constitute Group 1
                         Available Revenue Receipts on the immediately
                         succeeding Payment Date; and

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

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

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

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

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

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

         (iii) either:


                                      48
<PAGE>


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

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

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

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

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

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

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

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


                                      49
<PAGE>


                         Subordinated Principal Test are satisfied on that
                         Payment Date); and

                    (II) an amount equal to:

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

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

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

                   (III) an amount equal to:

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

          (iii) either:

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

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


                                      50
<PAGE>


                    Subordinated Principal Test are satisfied on that Payment
                    Date).

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

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

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

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

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

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

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

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

         (iii) the amount of any Group 1 Shared Issuer Revenue Receipts or
               Group 2 Shared Issuer Revenue Receipts and Group 1 Shared
               Issuer Principal and Group 2 Receipts Shared Issuer Principal
               Receipts to be applied on


                                      51
<PAGE>


               the following Payment Date in accordance with the Funding
               Priority of Payments.

     Funding 2

     (g)  Prior to each Distribution Date, the Cash Manager shall determine
          each of the following:

          (i)  whether the relevant Distribution Date is within a Cash
               Accumulation Period relating to a Bullet Repayment Loan Amount
               (the Cash Accumulation Period being calculated separately for
               each Bullet Repayment Loan Amount); and

          (ii) the Repayment Requirement of Funding 2 for the relevant
               Distribution Date.

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

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

          (ii) the amount of any Funding 2 Available Principal Receipts to be
               applied on the following Monthly Payment Date in accordance the
               Funding 2 Pre-Enforcement Principal Priority of Payments.

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

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

          (ii) that any debit balance on any Issuer Principal Deficiency
               Ledger or the Funding 2 Principal Deficiency Ledger will not
               increase; and

         (iii) such other assumptions (including without limitation as to the
               amount of any payments or provisions to be made in accordance
               with the applicable Funding Priority of Payments and/or the
               applicable Funding 2 Priority of Payments during the period
               from and including the Distribution Date immediately prior to
               each Monthly Payment Date to and excluding such Monthly Payment
               Date) as the Cash Manager considers appropriate.

          The Cash Manager shall notify the Mortgages Trustee, each Funding
          Beneficiary and each Funding Security Trustee on request of any such
          other assumptions and shall take account of any representations made
          by the Mortgages Trustee, and (in the case of Funding) by Funding
          and the Security Trustee and (in the case of Funding 2) by Funding 2
          and the Funding 2 Security Trustee (as the case may be) in relation
          thereto.


                                      52
<PAGE>


     (j)  The Cash Manager shall:

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

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

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

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

2.   Notification of Determinations

     The Cash Manager shall cause:

     (a)  each determination of Principal Receipts, Revenue Receipts, Losses,
          Mortgages Trustee Available Revenue Receipts, the Funding Share, the
          Funding 2 Share, the Seller Share, the Funding Share Percentage, the
          Funding 2 Share Percentage, the Seller Share Percentage, the
          Weighted Average Funding Share Percentage, the Weighted Average
          Funding 2 Share Percentage, the Weighted Average Seller Share
          Percentage and the Minimum Seller Share to be notified forthwith to
          the Mortgages Trustee, the Beneficiaries and each Funding Security
          Trustee;

     (b)  each determination of Group 1 Available Principal Receipts, Group 2
          Available Principal Receipts, Group 1 Available Revenue Receipts,
          Group 2 Available Revenue Receipts and the determinations made under
          paragraphs 1(c) and 1(d) above to be notified forthwith to Funding,
          the Security Trustee and the relevant Issuer Cash Manager; and

     (c)  each determination of Funding 2 Available Principal Receipts,
          Funding 2 Available Revenue Receipts and the determinations made
          under paragraph 1(g) to be notified forthwith to Funding 2, the
          Funding 2 Security Trustee and the relevant Issuer Cash Manager.


                                      53
<PAGE>


3.   Priority of Payments for Mortgages Trustee Available Revenue Receipts

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

4.   Priority of Payments for Mortgages Trustee Principal Receipts

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

5.   Priority of Payments for Funding Available Revenue Receipts

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

6.   Priority of Payments for Funding Available Principal Receipts

     Group 1 Available Principal Receipts and Group 2 Available Principal
     Receipts (including Issuer Allocable Principal Receipts) will be applied
     by the Cash Manager on each Payment Date until enforcement of the Funding
     Security pursuant to the


                                      54
<PAGE>


     Funding Deed of Charge or until such time as there are no outstanding
     Funding Secured Obligations, in making such payments and provisions in
     the order of priority (in each case only if and to the extent that
     payments or provisions of a higher priority have been made in full) set
     out in Part II of Schedule 3 to the Funding Deed of Charge.

7.   Priority of Payments for Funding 2 Available Revenue Receipts

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

8.   Priority of Payments for Funding 2 Available Principal Receipts

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

9.   Other Payments

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

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


                                      55
<PAGE>


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

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

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

     (e)  to pay when due and payable any amounts due and payable by the
          Mortgages Trustee to third parties and incurred without breach by
          the Mortgages Trustee of the Mortgages Trust Deed and not provided
          for payment elsewhere in this paragraph 9;

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

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

10.  Use of Ledgers

     The Cash Manager shall forthwith record monies received or payments made
     by it on behalf of the Mortgages Trustee, Funding or Funding 2 in the
     ledgers in the manner set out in this Agreement. If, at any time, the
     Cash Manager is in any doubt as to which ledger a particular amount
     should be credited or debited, it shall consult with the Funding Security
     Trustees (in relation to the Mortgages Trustee Ledgers) or with the
     Security Trustee (in relation to the Funding Ledgers) or with the Funding
     2 Security Trustee (in relation to the Funding 2 Ledgers).

     Except in the case of the Funding Principal Deficiency Ledger and the
     Funding 2 Principal Deficiency Ledger, a debit item shall only be made in
     respect of any of the Mortgages Trustee Ledgers, Funding Ledgers and the
     Funding 2 Ledgers and the


                                      56
<PAGE>


     corresponding payment or transfer (if any) may only be made from the
     applicable Mortgages Trustee Bank Account, the applicable Funding Bank
     Account or the applicable Funding 2 Bank Account, as the case may be, to
     the extent that such entry does not cause the relevant ledger to have a
     debit balance. In the case of the Funding Principal Deficiency Ledger and
     the Funding 2 Principal Deficiency Ledger, a credit item shall only be
     made to the extent that such entry does not cause such ledger to have a
     credit balance.

11.  Revenue Ledger

     The Cash Manager shall ensure that:

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

          (i)  all Revenue Receipts; and

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

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

12.  Principal Ledger

     The Cash Manager shall ensure that:

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

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

13.  Losses Ledger

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

14.  Funding Share/Funding 2 Share/Seller Share Ledger

     The Cash Manager shall ensure that the Current Funding Share and the
     Current Funding Share Percentage of the Trust Property, the Current
     Funding 2 Share and the Current Funding 2 Share Percentage of the Trust
     Property and the Current Seller Share and the Current Seller Share
     Percentage of the Trust Property are recorded in the Funding
     Share/Funding 2 Share/Seller Share Ledger on the Initial Closing Date and
     thereafter on each Distribution Date. In addition to the foregoing, if:

     (a)  the Seller has assigned New Mortgage Loans to the Mortgages Trustee;
          or

     (b)  Funding has paid a Further Contribution to the Mortgages Trustee to
          increase the Funding Share of the Trust Property; or


                                      57
<PAGE>


     (c)  Funding 2 has paid an Initial Contribution or a Further Contribution
          to the Mortgages Trustee to increase the Funding 2 Share of the
          Trust Property,

     during the Trust Calculation Period immediately preceding a Distribution
     Date, the Cash Manager shall ensure that the Current Funding Share and
     the Current Funding Share Percentage of the Trust Property, the Current
     Funding 2 Share and the Current Funding 2 Share Percentage of the Trust
     Property and the Current Seller Share and the Current Seller Share
     Percentage of the Trust Property, as recalculated on each Assignment Date
     and Funding Contribution Date and the Weighted Average Funding Share
     Percentage, the Weighted Average Funding 2 Share Percentage and the
     Weighted Average Seller Share Percentage, as calculated on such
     Distribution Date or Funding Contribution Date in respect of Revenue
     Receipts, Principal Receipts and Losses, are recorded on the Funding
     Share/Funding 2 Share/Seller Share Ledger on each such Distribution Date
     or Funding Contribution Date.

15.  Funding Revenue Ledger

     The Cash Manager shall ensure that:

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

          (i)  all Funding Revenue Receipts;

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

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

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

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

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

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

16.  Issuer Reserve Fund Ledger

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


                                      58
<PAGE>


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

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

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

17.  Issuer Liquidity Reserve Ledger

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

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

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

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

18.  Funding Principal Ledger

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

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

          (i)  all Funding Principal Receipts;

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

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

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

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

     (c)  the amounts determined under paragraphs 1(d)(i)(A) and 1(d)(i)(B)
          (to the extent such amounts relate to Group 1 Issuers) and under
          paragraphs, 1(d)(ii)(A) and 1(d)(iii)(A) above shall be recorded on
          the Group 1 Principal


                                      59
<PAGE>


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

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

19.  Funding Principal Deficiency Ledger

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

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

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

20.  Funding Reserve Ledger

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

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

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


                                      60
<PAGE>


21.  Funding Intercompany Loan Ledger

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

22.  Funding Swap Collateral Ledger

     In connection with the Funding Swap Collateral the Cash Manager shall
     ensure that appropriate debits and credits are made to the Funding Swap
     Collateral Ledger in accordance with Clause 4.15 (Funding Swap
     Collateral)

23.  Funding 2 Revenue Ledger

     The Cash Manager shall ensure that:

     (a)  the following amounts shall be credited to the Funding 2 Revenue
          Ledger:

          (i)  all Funding 2 Revenue Receipts;

          (ii) all interest received by Funding 2 in respect of the Funding
               Bank Accounts;

         (iii) all amounts received by Funding 2 representing income on any
               of Funding 2's Authorised Investments;

          (iv) any amount debited to the Funding 2 Principal Ledger under
               paragraph 24(b)(ii) herein and any amount debited to the
               Funding 2 Cash Accumulation Ledger under paragraph 25(b)(ii)
               herein; and

     (b)  any payment or provision made under paragraph 7 (Priority of
          Payments for Funding 2 Available Revenue Receipts) above shall be
          debited to the Funding 2 Revenue Ledger.

24.  Funding 2 Principal Ledger

     The Cash Manager shall ensure that:

     (a)  the following amounts shall be credited to the Funding 2 Principal
          Ledger:

          (i)  all Funding 2 Principal Receipts (after application of Funding
               2 Principal Receipts towards the Cash Accumulation
               Requirement);

          (ii) amounts credited to the Funding 2 Principal Deficiency Ledger
               under paragraph 26(b) herein; and

     (b)  the following amounts shall be debited to the Funding 2 Principal
          Ledger:

          (i)  the aggregate amount of principal repaid on the Funding 2
               Intercompany Loan Agreements (excluding principal repaid from
               Funding 2 Principal Receipts, credited to the Funding 2 Cash


                                      61
<PAGE>


               Accumulation Ledger) pursuant to paragraph 8 (Priority of
               Payments for Funding 2 Available Principal Receipts) herein,
               excluding the amount of any principal repaid which is debited
               to the Funding 2 Cash Accumulation Ledger;

          (ii) the aggregate amount of Funding 2 Principal Receipts (other
               than Funding 2 Principal Receipts credited to the Funding 2
               Cash Accumulation Ledger) used to meet any deficiency in
               Funding 2 Available Revenue Receipts.

25.  Funding 2 Cash Accumulation Ledger

     The Cash Manager shall ensure that:

     (a)  the following amounts shall be credited to the Funding 2 Cash
          Accumulation Ledger:

          (i)  all Mortgages Trustee Principal Receipts distributed to Funding
               2 which constitute the Cash Accumulation Requirement;

          (ii) amounts credited to the Funding 2 Principal Deficiency Ledger
               under paragraph 26(b) herein; and

     (b)  Funding 2 Principal Receipts received by Funding 2 on any
          Distribution Date are firstly, applied towards the Cash Accumulation
          Requirement calculated in respect of such date;

     (c)  the following amounts shall be debited to the Funding 2 Cash
          Accumulation Ledger:

          (i)  the aggregate amount of principal applied towards repayment of
               each Bullet Repayment Loan Amount pursuant to paragraph 8
               (Priority of Payments for Funding 2 Available Principal
               Receipts) herein;

          (ii) the aggregate amount of Funding 2 Principal Receipts credited
               to the Funding 2 Cash Accumulation Ledger used to meet any
               deficiency in Funding 2 Available Revenue Receipts.

26.  Funding 2 Principal Deficiency Ledger

     Without prejudice to paragraph 7 (Priority of Payments for Funding 2
     Available Revenue Receipts), the Cash Manager will ensure that:

     (a)  the following amounts are debited to the Funding 2 Principal
          Deficiency Ledger:

          (i)  deficiencies arising from Losses which have been allocated to
               Funding 2;

          (ii) any amount required to be debited to the Funding 2 Principal
               Ledger (under paragraph 24(b)(ii) above) and/or any amount
               required to be


                                      62
<PAGE>


               debited to the Funding 2 Cash Accumulation Ledger (under
               paragraph 25(b)(ii) above);

         (iii) any amount required to be applied under paragraph 8 (Priority
               of Payments for Funding 2 Available Principal Receipts) to fund
               the Funding 2 Liquidity Reserve Fund (if any);

     (b)  there shall be credited to the Funding 2 Principal Deficiency Ledger
          any amount to be credited in accordance with paragraph 7 (Priority
          of Payments for Funding 2 Available Revenue Receipts);

     (c)  amounts to be debited to the Funding 2 Principal Deficiency Ledger
          are debited in the following order:

          (i)  first, on the BB Principal Deficiency Sub-ledger until the
               balance of that sub-ledger is equal to the aggregate
               outstanding balance of all BB Loan Tranches;

          (ii) second, on the BBB Principal Deficiency Sub-ledger, until the
               balance of that sub-ledger is equal to the aggregate
               outstanding balance of all BBB Loan Tranches;

         (iii) third, on the A Principal Deficiency Sub-ledger, until the
               balance of that sub-ledger is equal to the aggregate
               outstanding balance of all A Loan Tranches;

          (iv) fourth, on the AA Principal Deficiency Sub-ledger, until the
               balance of that sub-ledger is equal to the aggregate
               outstanding balance of all AA Loan Tranches; and

          (v)  last, on the AAA Principal Deficiency Sub-ledger, at which
               point there will be an asset trigger event.

     (d)  amounts to be credited to the Funding 2 Principal Deficiency Ledger
          are credited in the following order:

          (i)  first, on the AAA Principal Deficiency Sub-ledger, until the
               debit balance thereon has been reduced to zero;

          (ii) second, on the AA Principal Deficiency Sub-ledger, until the
               debit balance thereon has been reduced to zero;

         (iii) third, on the A Principal Deficiency Sub-ledger, until the
               debit balance thereon has been reduced to zero;

          (iv) fourth, on the BBB Principal Deficiency Sub-ledger, until the
               debit balance thereon has been reduced to zero; and

          (v)  last, on the BB Principal Deficiency Sub-ledger, until the
               debit balance thereon has been reduced to zero.


                                      63
<PAGE>


27.  Funding 2 Reserve Ledger

     (a)  Amounts shall be credited to the Funding 2 Reserve Ledger on any
          Monthly Payment Date in accordance with the Funding 2 Priority of
          Payments.

     (b)  Amounts shall be debited to the Funding 2 Reserve Ledger in order to
          be applied to fund any applicable reserves and the payment of
          expenses in connection with the issuance of notes and the making of
          Loan Tranches to Funding 2 and on each Monthly Payment Date in order
          to be applied in accordance with the Funding 2 Priority of Payments.

28.  Funding 2 Liquidity Reserve Ledger

     If a Funding 2 Liquidity Reserve Fund is required to be established, the
     Cash Manager will record on such Funding 2 Liquidity Reserve Ledger:

     (a)  an amount funded initially from Funding 2 Available Principal
          Receipts which are allocated in accordance with the Funding 2
          Pre-Enforcement Principal Priority of Payments up to the amount of
          the Funding 2 Liquidity Reserve Required Amount and such amount will
          be deposited in the Funding 2 GIC Account;

     (b)  amounts credited to the relevant Funding 2 Liquidity Reserve Ledger
          in accordance with the Funding 2 Priority of Payments above; and

     (c)  amounts debited to the Funding 2 Liquidity Reserve Ledger in order
          to be applied in accordance with Funding 2 Priority of Payments.

29.  Funding 2 Liquidity Facility Ledger

     If a Funding 2 Liquidity Facility is required to be established, the Cash
     Manager shall ensure that:

     (a)  all Funding 2 Liquidity Facility Drawings shall be credited to the
          Funding 2 Liquidity Facility Ledger; and

     (b)  all Funding 2 Liquidity Facility Repayments shall be debited to the
          Funding 2 Liquidity Facility Ledger.

30.  Funding 2 Swap Collateral Ledger

     In connection with Swap Collateral the Cash Manager shall ensure that the
     appropriate debits and credits are made to the Funding 2 Swap Collateral
     Ledger in accordance with Clause 4.13 (Funding 2 Swap Collateral).

31.  Funding 2 Intercompany Loan Ledger

     The Cash Manager shall ensure that:

     (a)  the followings amounts shall be credited to the Funding 2
          Intercompany Loan Ledger:


                                      64
<PAGE>


          (i)  the principal amount of each Loan Tranche, as and when made;

          (ii) all other amounts that become due on each Loan Tranche;

          in each case, such amounts being credited to a sub-ledger in respect
          of the applicable Loan Tranche;

     (b)  all payments of interest and repayments of principal on each Loan
          Tranche are debited to the Funding 2 Intercompany Loan Ledger (in
          each case, such amounts being recorded to the sub-ledger of the
          applicable Loan Tranche).

32.  Overpayments Ledger

     The Cash Manager shall ensure that:

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

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

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

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

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

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

33.  Non-Flexible Underpayments Ledger

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

34.  Re-Draws Ledger

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

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

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


                                      65
<PAGE>


35.  Further Draws Ledger

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

36.  Records

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


                                      66
<PAGE>


                                  SCHEDULE 3A
                  Form of Mortgages Trustee Quarterly Report

<TABLE>
<CAPTION>

Granite Finance Trustees Limited
Memorandum of Account

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

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

Fees Receivable
Fees Payable


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

Granite Finance Trustees Limited
Balance Sheet

Period Ended
                                                (GBP)                 (GBP)
Fixed Asset Investments

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

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

Share Capital                                                         0
Reserves                                                              0

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

                                                Diff                  0

</TABLE>


                                      67
<PAGE>


                                  SCHEDULE 3B
                       Form of Funding Quarterly Report

<TABLE>
<CAPTION>

Granite Finance Funding Limited
Profit & Loss Account

Period Ended                                    This Quarter          Prior Quarter

<S>                                             <C>                   <C>
                                                (GBP) 000's           (GBP) 000's


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

Net Operating Income                            0                     0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on                                  0                     0
ordinary activities
before tax

Taxation

Profit/loss on                                  0                     0
ordinary activities
after tax

Dividend                                        0                     0

Retained profit                                 0                     0
brought forward

Retained profit for                             0                     0
the year

</TABLE>


                                      68
<PAGE>


<TABLE>
<CAPTION>

Granite Finance Funding Limited
Balance Sheet

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

Beneficial Interest in Mortgage Portfolio                             0

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

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

Net current assets                                                    0

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

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

Share Capital                                                         0
Reserves                                                              0

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

                                                   Diff               0

</TABLE>


                                      69
<PAGE>


<TABLE>
<CAPTION>

Granite Finance Funding Limited
Notes to Balance Sheet

Period Ended

<S>                                                     <C>                   <C>              <C>
Balance on Cash Accumulation Ledger                     0

Available Credit Enhancement

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

Issuer Principal Deficiency Ledger                      AAA                   AA               BBB

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

Subordinated Loan Outstanding

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

</TABLE>


                                      70
<PAGE>


                                  SCHEDULE 3C
                      Form of Funding 2 Quarterly Report

<TABLE>
<CAPTION>

Granite Finance Funding 2 Limited
Profit & Loss Account

Period Ended                                    This Quarter          Prior Quarter

<S>                                             <C>                   <C>
                                                (GBP) 000's           (GBP) 000's


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

Net Operating Income                            0                     0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on                                  0                     0
ordinary activities
before tax

Taxation

Profit/loss on                                  0                     0
ordinary activities
after tax

Dividend                                        0                     0

Retained profit                                 0                     0
brought forward

Retained profit for                             0                     0
the year

</TABLE>


                                      71
<PAGE>


<TABLE>
<CAPTION>

Granite Finance Funding 2 Limited
Balance Sheet

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

Beneficial Interest in Mortgage Portfolio                             0

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

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

Net current assets                                                    0

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

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

Share Capital                                                         0
Reserves                                                              0

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

                                                   Diff               0

</TABLE>


                                      72
<PAGE>


<TABLE>
<CAPTION>

Granite Finance Funding 2 Limited
Notes to Balance Sheet

Period Ended

<S>                                                     <C>                   <C>      <C>     <C>     <C>
Balance on Cash Accumulation Ledger                     0

Available Credit Enhancement

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

Funding 2 Principal Deficiency Ledger                   AAA                   AA       A       BBB     BB
                                                                                                       0
Opening PDL Balance                                     0                     0        0       0       0
Losses this Quarter                                     0                     0        0       0       0
PDL top up from Revenue Income                          0                     0        0       0       0
Closing PDL Balance                                     0                     0        0       0       0

Subordinated Loan Outstanding

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

</TABLE>


                                      73
<PAGE>


                                  SCHEDULE 4
                  Cash Manager Representations and Warranties

The Cash Manager makes the following representations and warranties to each of
the Mortgages Trustee, Funding, Funding 2, the Security Trustee and the
Funding 2 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 by it (in its capacity as Cash
     Manager) in connection with the entry into, performance, validity and
     enforceability of, and the transactions contemplated by, the Transaction
     Documents have been obtained or effected (as appropriate) and are in full
     force and effect.

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


                                      74
<PAGE>


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

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

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

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

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

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

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

10.  Ranking of Claims:

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

11.  Information in Prospectus and Reg S Prospectus:

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

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


                                      75
<PAGE>


                                EXECUTION PAGE


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


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


Name:



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


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


Name:



as a Beneficiary

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


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


Name:



as a Beneficiary
EXECUTED for and on behalf of                  )
GRANITE FINANCE FUNDING 2 LIMITED              )
by                                             )


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


Name:


                                      76
<PAGE>


as Security Trustee and Funding 2 Security Trustee
EXECUTED for and on behalf of                         )
THE BANK OF NEW YORK                                  )
by                                                    )


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


Name:


                                      77