EXHIBIT 4.10



                             Dated [       ], 2006

                               NORTHERN ROCK PLC
                                  as Servicer

                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee

                               NORTHERN ROCK PLC
                           as Seller and Beneficiary

                        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 AND RESTATED
                           ADMINISTRATION AGREEMENT

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<PAGE>

                                   CONTENTS



1.    Definitions and Interpretation.........................................2

2.    Appointment of Servicer................................................3

3.    The Administration Services............................................4

4.    Interest Rates.........................................................7

5.    Administration of Mortgages...........................................11

6.    No Liability..........................................................19

7.    New Mortgage Loans....................................................19

8.    Product Switching and Further Advances................................19

9.    Redemption of Mortgages...............................................19

10.   Powers of Attorney....................................................20

11.   Costs and Expenses....................................................21

12.   Information...........................................................21

13.   Remuneration..........................................................23

14.   Insurances............................................................24

15.   Title Deeds...........................................................26

16.   Data Protection.......................................................26

17.   Covenants and Representations and Warranties of Servicer..............28

18.   Services Non-exclusive................................................29

19.   Termination...........................................................29

20.   Further Assurances....................................................32

21.   Miscellaneous.........................................................33

22.   Confidentiality.......................................................34

23.   No Partnership........................................................35

24.   Assignment............................................................35

25.   Security Trustee; Authorised Third Party..............................36

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26.   New Intercompany Loan Agreements......................................37

27.   Non Petition Covenant; Limited Recourse...............................37

28.   Amendments and Waiver.................................................38

29.   Notices...............................................................39

30.   Third Party Rights....................................................40

31.   Execution in Counterparts; Severability...............................40

32.   Governing Law and Submission to Jurisdiction..........................40

33.   Process Agent.........................................................41

34.   Appropriate Forum.....................................................41

SCHEDULE 1  THE SERVICES....................................................42

SCHEDULE 2  FORM OF INVESTORS' MONTHLY REPORT...............................43

SCHEDULE 3  SERVICER REPRESENTATIONS AND WARRANTIES.........................48

SCHEDULE 4  AUTHORISED THIRD PARTY..........................................50

SCHEDULE 5  MINIMUM SERVICING STANDARDS.....................................53

SCHEDULE 6  FORM OF ANNUAL CERTIFICATION....................................55

SCHEDULE 7  FORM OF SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT
     OF COMPLIANCE STATEMENT................................................57

<PAGE>

THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 28 SEPTEMBER 2001, 27 JANUARY
2003, 21 MAY 2003, 24 SEPTEMBER 2003, 28 JANUARY 2004, 25 JUNE 2004, 19
JANUARY 2005, 24 AUGUST 2005 AND [ ], 2006 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 servicer (the "Servicer" or the "Administrator");

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

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

(4)    GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
       limited company incorporated under the laws of Jersey but acting out of
       its branch office established in England (registered overseas company
       number FC022999 and branch number BR0051916) at 69 Park Lane, Croydon
       CR9 1TQ in its capacity as a Beneficiary;

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

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

WHEREAS:

(A)    The Servicer carries on the business of, inter alia, administering and
       servicing mortgage loans secured on residential properties located
       within the United Kingdom.

(B)    By the Mortgage Sale Agreement, the Seller has agreed to sell and
       assign Mortgage Loans and their Related Security to the Mortgages
       Trustee. The Mortgages Trustee shall hold the Mortgage Portfolio
       together with any New Mortgage Portfolio on trust

<PAGE>

       for Funding, Funding 2 and the Seller pursuant to the terms of the
       Mortgages Trust Deed.

(C)    The Servicer is willing to administer and service the Mortgage Loans on
       behalf of the Mortgages Trustee and to provide certain other
       administration and management services to the Mortgages Trustee, the
       Seller, Funding and Funding 2 on the terms and subject to the
       conditions contained in this Agreement in relation to, inter alia, the
       Mortgage Loans and Related Security sold and assigned to the Mortgages
       Trustee by the Seller.

IT IS HEREBY AGREED as follows:

1.     Definitions and Interpretation

1.1    Definitions: The provisions of the Programme Master Definitions
       Schedule signed for the purposes of identification by Sidley Austin
       Brown & Wood and Allen & Overy LLP on 19 January 2005 (as the same have
       been and may be amended, varied or supplemented from time` to time with
       the consent of the parties hereto) are expressly and specifically
       incorporated into and shall apply to this Agreement.

       For the purposes of this Agreement:

       "Commission" means the United States Securities and Exchange
       Commission;

       "Regulation AB" means Subpart 229.1100 - Asset Backed Securities
       (Regulation AB), 17 C.F.R. ss.ss.229.1100-229.1123, as such may be
       amended from time to time, and subject to such clarification and
       interpretation as have been provided by the Commission in the adopting
       release (Asset-Backed Securities, Securities Act Release No. 33-8518,
       70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
       Commission, or as may be provided by the Commission or its staff from
       time to time;

       "Sarbanes-Oxley Certification" has the meaning specified in Clause
       5.8(a)(iv);

       "Servicing Criteria" means the "servicing criteria" set forth in Item
       1122(d) of Regulation AB; and

       "Subcontractor" means any vendor, subcontractor or other Person that is
       not responsible for the overall servicing (as "servicing" is commonly
       understood by participants in the mortgage-backed securities market) of
       Mortgage Loans but performs one or more discrete functions identified
       in Item 1122(d) of Regulation AB with respect to the Mortgage Loans
       under the direction or authority of the Servicer.

1.2    Exercise of Discretion: Any reference in this Agreement to any
       discretion, power or right on the part of the Mortgages Trustee shall
       be 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    Schedules: For the avoidance of doubt, the parties hereto agree that
       the Schedules attached to this Agreement shall form a part of this
       Agreement, and the provisions of this Agreement shall be construed in
       accordance with such Schedules.



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<PAGE>

2.     Appointment of Servicer

2.1    Appointment: Subject to Clause 4.5 (Termination of Authority) herein,
       and until termination pursuant to Clause 19 herein (Termination), the
       Mortgages Trustee hereby appoints the Servicer to administer and
       service the Mortgages Loans on its behalf, and each of the Mortgage
       Trustee, the Seller and Funding (according to their respective estates
       and interests) hereby appoints the Servicer as its lawful agent on its
       behalf to provide certain other administration and management services
       and to exercise their respective rights, powers and discretions, and to
       perform their respective duties, under and in relation to the Mortgage
       Loans, their Related Security and the applicable Mortgage Conditions.
       The Servicer in each case hereby accepts such appointment on the terms
       and subject to the conditions of this Agreement. The Security Trustee
       consents to the appointment of the Servicer on the terms of and subject
       to the conditions of this Agreement.

2.2    Appointment by Funding 2: Subject to Clause 4.5 (Termination of
       Authority) herein, and until termination pursuant to Clause 19
       (Termination) herein, Funding 2 (according to its estates and
       interests) hereby appoints the Servicer as its lawful agent on its
       behalf to provide certain other administration and management services
       and to exercise its rights, powers and discretions, and to perform its
       duties, under and in relation to the Mortgage Loans, their Related
       Security and the applicable Mortgage Conditions. The Servicer 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 Servicer on the terms of and subject to the
       conditions of this Agreement.

2.3    Power and Authority: For the avoidance of doubt and in connection with
       the rights, powers and discretions conferred under Clause 2.1
       (Appointment) and Clause 2.2 (Appointment by Funding 2) herein, during
       the continuance of its appointment hereunder, the Servicer shall,
       subject to the terms and conditions of this Agreement, the Mortgage
       Conditions, the Mortgage Sale Agreement and the Mortgages Trust Deed,
       have the full power, authority and right to do or cause to be done any
       and all things which it reasonably considers necessary, convenient or
       incidental to the administration of the Mortgage Loans and their
       Related Security or the exercise of such rights, powers and
       discretions, provided however that neither the Mortgages Trustee, the
       Funding Beneficiaries nor their respective directors shall be required
       or obliged at any time to enter into any transaction or to comply with
       any directions which the Servicer may give with respect to the
       operating and financial policies of the Mortgages Trustee and/or the
       Funding Beneficiaries and the Servicer hereby acknowledges that all
       powers to determine such policies (including the determination of
       whether or not any particular policy is for the benefit of the
       Mortgages Trustee or any Funding Beneficiary) are, and shall at all
       times remain, vested, as the case may be, in the Mortgages Trustee
       and/or each Funding Beneficiary (and their respective directors) and
       none of the provisions of this Agreement shall be construed in a manner
       inconsistent with this proviso.

2.4    Appointment Conditional: The appointment pursuant to Clause 2.1
       (Appointment) herein is conditional upon the issue of the First Issuer
       Notes having taken place 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
       has not occurred by 30 April 2001, or such later date as the First
       Issuer



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<PAGE>

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

3.     The Administration Services

3.1    General:

       (a)  The duty of the Servicer shall be to provide the services set out
            in this Agreement including Schedule 1 (the "Services").

       (b)  If and when the Servicer is required to confirm or state the
            capacity in which it is administering or servicing the Mortgage
            Loans and their Related Security in the Mortgage Portfolio and
            related matters pursuant to this Agreement by any Borrower or any
            third party to this Agreement and to whom the Servicer is by law
            obliged to disclose such information, unless otherwise indicated
            herein, the Servicer shall confirm or state that it is acting in
            its capacity as Servicer of such Mortgage Loans and their Related
            Security and related matters as agent for and on behalf of the
            Mortgages Trustee and not on its own behalf.

3.2    Sub-contracts:

       (a)  The Servicer may sub-contract or delegate the performance of all
            or any of its powers and obligations under this Agreement,
            provided that (but subject to Clause 3.2(b) herein):

            (i)    the prior written consent of the Mortgages Trustee to the
                   proposed arrangement (including, if the Funding
                   Beneficiaries consider it necessary after consulting with
                   the Funding Security Trustees, approving any contract which
                   sets out the terms on which such arrangements are to be
                   made) has been obtained, the Funding Security Trustees have
                   been consulted and notification has been given to each of
                   the Rating Agencies;

            (ii)   where the arrangements involve the custody or control of
                   any Mortgage Loan Files and/or Title Deeds relating to the
                   Mortgage Portfolio for the purpose of performing any
                   delegated Services, the Subcontractor [or delegate] has
                   executed an acknowledgement in writing acceptable to the
                   Funding Beneficiaries and the Funding Security Trustees to
                   the effect that any such Mortgage Loan Files and/or Title
                   Deeds are and will be held to the order of the Mortgages
                   Trustee (as trustee for the Beneficiaries);



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<PAGE>

            (iii)  where the arrangements involve or may involve the receipt
                   by the Subcontractor [or delegate] of monies belonging to
                   the Mortgages Trustee and/or the Beneficiaries which, in
                   accordance with this Agreement, are to be paid into the
                   relevant Collection Account, the Subcontractor [or
                   delegate] has executed a declaration in writing acceptable
                   to the Funding Beneficiaries and the Funding Security
                   Trustees that any such monies held by it or to its order
                   are held on trust for the Mortgages Trustee (as trustee for
                   the Beneficiaries) and will be paid forthwith into the
                   relevant Collection Account in accordance with the terms of
                   the Mortgages Trust Deed;

            (iv)   any such Subcontractor [or delegate] has executed a written
                   waiver of any Security Interest arising in connection with
                   such delegated Services (to the extent that such Security
                   Interest relates to the Mortgage Portfolio or any amount
                   referred to in (iii) above); and

            (v)    neither the Mortgages Trustee, the Funding Security
                   Trustees nor the Beneficiaries shall have any liability for
                   any costs, charges or expenses payable to or incurred by
                   such Subcontractor [or delegate] or arising from the
                   entering into, the continuance or the termination of any
                   such arrangement.

       (b)  The provisos in Clause 3.2(a) (i), (ii) and (iii) herein shall not
            apply:

            (i)    to the engagement by the Servicer of:

                   (A)  any receiver, solicitor, insurance broker, valuer,
                        surveyor, accountant, estate agent, insolvency
                        practitioner, auctioneer, bailiff, debt counsellor,
                        tracing agent, property management agent, licensed or
                        qualified conveyancer or other professional adviser
                        acting as such; or

                   (B)  any locksmith, builder or other contractor acting as
                        such in relation to a Mortgaged Property,

                   in any such case being a person or persons whom the
                   Servicer would be willing to appoint in respect of its own
                   mortgages in connection with the performance by the
                   Servicer of any of its obligations or functions or in
                   connection with the exercise of its powers under this
                   Agreement; or

            (ii)   to any delegation to any wholly-owned subsidiary of the
                   Seller from time to time.

       (c)  The Mortgages Trustee and/or the Funding Beneficiaries and the
            Funding Security Trustees may require the Servicer to assign to
            the Mortgages Trustee any rights which the Servicer may have
            against any Subcontractor [or delegate] arising from the
            performance of services by such person in association with any
            matter contemplated by this Agreement and the Servicer
            acknowledges that such rights assigned to the Mortgages Trustee
            will be



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<PAGE>

            exercised by the Mortgages Trustee as trustee for the
            Beneficiaries subject to the terms of the Mortgages Trust Deed.

       (d)  Notwithstanding any sub-contracting or delegation of the
            performance of the Servicer's obligations under this Agreement:

            (i)    the Servicer shall not thereby be released or discharged
                   from any liability hereunder;

            (ii)   the Servicer shall remain responsible for the performance
                   of the obligations of the Servicer under this Agreement;

            (iii)  the performance or non-performance or the manner of
                   performance of any Subcontractor [or delegate] of any of
                   the Services shall not affect the Servicer's obligations
                   under this Agreement;

            (iv)   any breach in the performance of the Services by any
                   Subcontractor [or delegate] shall, subject to the Servicer
                   being entitled for a period of twenty (20) Business Days
                   from receipt of notice of the breach to remedy such breach
                   by any Subcontractor [or delegate], be treated as a breach
                   of this Agreement by the Servicer; and

            (v)    the Funding Security Trustees shall have no liability for
                   any act or omission of the Subcontractor [or delegate] and
                   shall have no responsibility for monitoring or
                   investigating the suitability of any such Subcontractor [or
                   delegate].

3.3    Notices etc.

       (a)  Within fifteen (15) days after the Initial Closing Date, the
            Servicer will:

            (i)    on behalf of the Mortgages Trustee (at the direction of the
                   Beneficiaries or with their consent), give to third parties
                   such notices as any of the Beneficiaries are required to
                   give pursuant to the Mortgage Sale Agreement; and

            (ii)   submit for registration at the Companies Registry a duly
                   completed Form 395 and original executed copy of the First
                   Issuer Deed of Charge pursuant to Chapter 1 of Part XII of
                   the Companies Act 1985,

            and in each case, the Servicer shall take all reasonable steps to
            ensure the return by the relevant recipient of the duplicate
            notices of assignment by way of acknowledgement thereof.

       (b)  Promptly upon request by the Funding Beneficiaries and the Funding
            Security Trustees, the Servicer shall procure that any notices
            permitted to be given by the Mortgages Trustee under Clause 6.4
            (Prior to Perfection) of the Mortgage Sale Agreement are so given
            by the Servicer on the Mortgages Trustee's behalf.

3.4    Liability of Servicer:



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<PAGE>

       (a)  The Servicer shall indemnify each of the Mortgages Trustee and the
            Beneficiaries on demand on an after-tax basis for any loss,
            liability, claim, expense or damage suffered or incurred by either
            of them in respect of the negligence or wilful default of the
            Servicer in carrying out its functions as Servicer under this
            Agreement or the other Transaction Documents or as a result of a
            breach by the Servicer of the terms and provisions of this
            Agreement or the other Transaction Documents in relation to such
            functions.

       (b)  For the avoidance of doubt, the Servicer shall not be liable in
            respect of any loss, liability, claim, expense or damage suffered
            or incurred by the Mortgages Trustee and/or the Beneficiaries
            and/or any other person as a result of the proper performance of
            the Services by the Servicer save where such loss, liability,
            claim, expense or damage is suffered or incurred as a result of
            any negligence or wilful default of the Servicer or as a result of
            a breach by the Servicer of the terms and provisions of this
            Agreement or the other Transaction Documents in relation to such
            functions.

       (c)  Any indemnification under this Clause 3.4 in respect of loss
            suffered by the Beneficiaries whilst Northern Rock is the
            Servicer, shall be paid for by reducing the Seller Share of the
            Trust Property by an amount equal to the relevant loss incurred by
            the Beneficiaries in accordance with Clause 8.5 (Adjustments to
            Trust Property) of the Mortgages Trust Deed and Schedule 2 to the
            Cash Management Agreement.

3.5    Perfection of Mortgages Trustee's and Beneficiaries' Title to the
       Mortgage Loans

       Subject to Clause 6 of the Mortgage Sale Agreement:

       (a)  upon the receipt by the Seller of a written request in accordance
            with Clause 6.2 (Perfection) of the Mortgage Sale Agreement to
            execute transfers and/or assignments, the Servicer shall execute
            or procure the execution of such transfers and/or assignments on
            behalf of the Seller or shall provide sufficient information to
            enable the Mortgages Trustee, either Funding Beneficiary or either
            Funding Security Trustee to do so; and

       (b)  upon the Seller being required to do so in accordance with Clause
            6.1 (Perfection Events) of the Mortgage Sale Agreement, the
            Servicer shall do all or any of the acts, matters or things
            referred to in Clauses 6.2 (Perfection) and 6.3 (Transfer
            Documents) of the Mortgage Sale Agreement.

4.     Interest Rates

4.1    Determination of Interest Rates: Subject to the provisions of
       applicable law, regulations and rules and any regulatory undertakings
       binding on the Servicer or the Issuer from time to time and subject to
       the following provisions of this Clause 4, the Mortgages Trustee and
       each of the Beneficiaries each hereby grants the Servicer full right,
       liberty and authority from time to time to determine:

       (a)  in accordance with the applicable Mortgage Conditions, Mortgage
            Terms and the Base Rate Pledge, the Standard Variable Rate and any
            other discretionary



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<PAGE>

            rates and margins applicable to the Mortgage Loans chargeable to
            Borrowers from time to time; and

       (b)  the Existing Borrowers' Re-Fix Rate in accordance with Clause 4.4
            (Existing Borrowers' Re-Fix Rate) herein.

       In exercising such right, liberty and authority the Servicer undertakes
       to each of the other parties to this Agreement that it shall not at any
       time set or maintain the Standard Variable Rate and any other
       discretionary rates and margins applicable to the Mortgage Loans at
       rates which are higher than the then prevailing equivalent rates
       offered by the Seller, unless the Servicer is required to do so
       pursuant to Clause 4.3 (Interest Rate Shortfall) herein, and, subject
       to that requirement, that it shall not change the Standard Variable
       Rate and any other discretionary rates and margins applicable to the
       Mortgage Loans save for the same reasons as the Seller was entitled,
       under the Mortgage Conditions, to change the then prevailing equivalent
       rates offered by the Seller prior to the sale and assignment to the
       Mortgages Trustee of the Mortgage Loans comprised in the Mortgage
       Portfolio and their Related Security. Each Issuer, Funding Beneficiary
       and Funding Security Trustee shall be bound by any Mortgage Rates
       (including the Existing Borrowers' Re-Fix Rate) determined by the
       Servicer in accordance with this Clause 4.

4.2    Notification to Borrowers: The Servicer shall take all steps necessary
       pursuant to the relevant Mortgage Conditions and/or applicable law,
       regulations and rules to bring each change in the Standard Variable
       Rate and any other discretionary rate or margin applicable to the
       Mortgage Loans and any consequent changes in Monthly Payments to the
       attention of the relevant Borrowers and shall, as soon as reasonably
       practicable after any change in such rates, provide details of such
       changes to the Mortgages Trustee, each Funding Security Trustee and
       each Beneficiary, and shall, upon receipt of a request from any of such
       parties, notify such requesting party of any changes in the Monthly
       Payments in relation to the Mortgage Loans.

4.3    Interest Rate Shortfall:

       (a)  On each Monthly Payment Date the Servicer shall determine, having
            regard to:

            (i)    the income which each of Funding and Funding 2 would expect
                   to receive during the next succeeding Interest Period;

            (ii)   the Mortgage Rates in respect of the Mortgage Loans which
                   the Servicer proposes to set under this Clause 4; and

            (iii)  the other resources available to Funding including (but not
                   limited to) the Funding Reserve Fund and amounts standing
                   to the credit of any applicable Issuer Reserve Fund and/or
                   any applicable Issuer Liquidity Reserve Fund and the other
                   resources available to Funding 2 including (but not limited
                   to) the Funding 2 Reserve Fund, the Funding 2 Liquidity
                   Reserve Fund and any applicable Issuer Reserve Fund,

            whether:



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<PAGE>

                   (A)  Funding would receive an amount of income during that
                        Interest Period which when aggregated with the funds
                        otherwise available to it is less than the amount
                        which is the aggregate of (1) the amount of interest
                        which will be payable by Funding in order to fund
                        (whether by payment to a swap provider or otherwise)
                        the amount of interest payable in respect of the Class
                        A Notes of the Funding Issuers and all amounts which
                        rank in priority thereto on the Payment Date occurring
                        at the end of such Interest Period, and (2) all other
                        amounts payable by Funding which rank in priority to
                        or pari passu with interest due on each Funding
                        Intercompany Loan in respect of interest which is
                        payable on the Class A Notes of the Funding Issuers
                        (the amount (if any) by which it is less being the
                        "Funding Interest Rate Shortfall"); and

                   (B)  Funding 2 would receive an amount of income during
                        that Interest Period which when aggregated with the
                        funds otherwise available to it is less than the
                        amount which is the aggregate of (1) the amount of
                        interest which would be payable by Funding 2 in order
                        to fund (whether by payment to a swap provider or
                        otherwise) the amount of interest payable in respect
                        of the AAA Loan Tranches of each Funding 2
                        Intercompany Loan and all amounts which rank in
                        priority thereto on the Monthly Payment Date occurring
                        at the end of such Interest Period and (2) all other
                        amounts payable by Funding 2 which rank in priority to
                        or pari passu with interest due on each Funding 2
                        Intercompany Loan in respect of the AAA Loan Tranches
                        (the amount (if any) by which it is less being a
                        "Funding 2 Interest Rate Shortfall").

       (b)  If the Servicer determines that there will be either a Funding
            Interest Rate Shortfall or a Funding 2 Interest Rate Shortfall, it
            will within one (1) London Business Day of such determination give
            written notice thereof to the Mortgages Trustee, each Funding
            Beneficiary and each Funding Security Trustee of such Interest
            Rate Shortfall(s) and of the Standard Variable Rate and other
            discretionary rates and margins applicable to the Mortgage Loans
            which would, in the Servicer's opinion, need to be set in order
            for:

            (i)    no Funding Interest Rate Shortfall to arise, having regard
                   to the obligations of Funding under all Funding
                   Intercompany Loans;

            (ii)   no Funding 2 Interest Rate Shortfall to arise, having
                   regard to the obligations of Funding 2 under all Funding 2
                   Intercompany Loans; and

            (iii)  no Interest Rate Shortfalls to arise, having regard to the
                   obligations of Funding and Funding 2 under all Intercompany
                   Loans.

       (c)  If the Mortgages Trustee, Funding and/or the Security Trustee
            notify the Servicer that, having regard to the obligations of
            Funding, the Standard Variable Rate and other discretionary rates
            and margins should be increased in order for no Funding Interest
            Rate Shortfall to arise, but no notification is



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<PAGE>

            provided to the Servicer in accordance with Clause 4.3(d) then the
            Servicer, as agent for and on behalf of the Mortgages Trustee,
            shall take all steps which are necessary, including publishing any
            notice which is required in accordance with the Mortgage Terms,
            to effect the changes in such rates (such changes being those
            previously notified in relation to Clause 4.3(b)(i)) on the date(s)
            specified in the notice referred to in Clause 4.3(b) herein.

       (d)  If the Mortgage Trustee, Funding 2 and/or the Funding 2 Security
            Trustee notify the Servicer that having regard to the obligations
            of Funding 2, the Standard Variable Rate and the other
            discretionary rates and margins should be increased in order for
            no Funding 2 Interest Rate Shortfall to arise, but no notification
            is provided to the Servicer in accordance with Clause 4.3(c) then
            the Servicer, as agent for and on behalf of the Mortgages Trustee,
            shall take all steps which are necessary, including publishing any
            notice which is required in accordance with the Mortgage Terms, to
            effect the changes in such rates (such changes being those
            previously notified in relation to Clause 4.3(b)(ii)) on the
            date(s) specified in the notice referred to in Clause 4.3(b)
            herein.

       (e)  If the Servicer receives notification from:

            (i)    the Mortgages Trustee, Funding and/or the Security Trustee
                   in accordance with Clause 4.3(c); and

            (ii)   the Mortgage Trustee, Funding 2 and/or the Funding 2
                   Security Trustee in accordance with Clause 4.3(d),

            then the Servicer, as agent for and on behalf of the Mortgages
            Trustee, shall take all steps which are necessary, including
            publishing any notice which is required in accordance with the
            Mortgage Terms, to effect the changes in such rates (such changes
            being those previously notified in relation to Clause 4.3(b)(iii))
            on the date(s) specified in the notice referred to in Clause 4.3(b)
            herein.

4.4    Existing Borrowers' Re-Fix Rate:

       (a)  The Servicer shall, in relation to each Fixed Rate Mortgage Loan,
            serve on the Seller as agent for and on behalf of, inter alios,
            the Mortgages Trustee and the Beneficiaries the notice referred to
            in Clause 8.6(a) of the Mortgage Sale Agreement sixty (60) days
            before the expiry of the initial fixed rate period (as defined in
            Clause 8.6(a) of the Mortgage Sale Agreement) applicable to that
            Fixed Rate Mortgage Loan.

       (b)  If Clause 8.6(b) of the Mortgage Sale Agreement applies to any
            Fixed Rate Mortgage Loan, the Servicer shall take all steps which
            are necessary to perform the obligations of the Seller and
            exercise the rights under such Clause.

       (c)  The Servicer shall, on behalf of the Seller, whenever Clause
            8.6(d) of the Mortgage Sale Agreement applies to a Fixed Rate
            Mortgage Loan, determine (after consultation with the Swap
            Providers, and any other swap provider the Servicer (acting
            reasonably) determines appropriate) the rate (and terms) upon
            which the Existing Borrowers' Re-Fix Rate should be set having
            regard to the



                                      10
<PAGE>

            interests of each Swap Provider (except to the extent that the
            Servicer believes that the interests of any Swap Provider are
            materially prejudicial to the interests of the Noteholders in
            respect of the Funding Issuers and/or the Noteholders in respect
            of the Funding 2 Issuers). The Servicer will give written notice
            of such determination within one Business Day thereof to the
            Mortgages Trustee and the Beneficiaries recommending what the
            Existing Borrowers' Re-Fix Rate should be and the terms at which
            it should be offered, having regard to the interests of the Swap
            Providers (except to the extent that the Servicer believes that
            the interests of any Swap Provider are materially prejudicial to
            the interests of the Noteholders in respect of the Funding Issuers
            and/or the Noteholders in respect of the Funding 2 Issuers). The
            Servicer will solicit quotations on rates from each of (i) the
            Mortgages Trustee, (ii) Funding, (iii) Funding 2 and (iv) other
            trustees for re-fixed mortgage loans in relation to other
            outstanding securitisations of the Seller (if any), and shall
            notify the Mortgages Trustee and the Beneficiaries as to the
            higher of (x) any rate provided by any of the parties in (i)
            through (iv) herein and (y) current rates for re-fixed mortgage
            loans (not included in any Mortgage Portfolio) in relation to
            other Mortgage Loans of the Servicer. If the Mortgages Trustee
            agrees in writing with such recommendation, or (whether or not it
            has received the Servicer's recommendation) requires alternative
            rates and/or terms (such agreement or requirement being the "EBRR
            Determination") the Servicer shall immediately notify the Seller,
            each Funding Beneficiary and each Issuer of the EBRR
            Determination, and take all steps which are necessary to enable
            each Funding Beneficiary and each Issuer to enter into the
            relevant swap agreement with the applicable Swap Provider(s) (or
            other swap provider whose appointment would not adversely affect
            the then current ratings of the Notes) at the rate (and on the
            terms) required in accordance with the EBRR Determination (the
            "Required Rate and Terms"). Nothing in this Clause 4.4(c) shall
            prevent the Mortgages Trustee from setting the Existing Borrowers'
            Re-Fix Rate in accordance with its powers under the Mortgage Sale
            Agreement.

       (d)  If Clause 8.6 (Purchase of Product Switches, Further Advances and
            purchases relating to Personal Secured Loans) of the Mortgage Sale
            Agreement applies to any Fixed Rate Mortgage Loan, and the Seller
            fails to set the Existing Borrowers' Re-Fix Rate immediately upon
            being required to do so in accordance with the Required Rate and
            Terms or otherwise to perform its obligations under Clause 8.6(d)
            of the Mortgage Sale Agreement, the Servicer as attorney for the
            Mortgages Trustee and the Beneficiaries shall set the Existing
            Borrowers' Re-Fix Rate on the Required Rate and Terms.

4.5    Termination of Authority: The Mortgages Trustee and/or the Funding
       Beneficiaries and the Funding Security Trustees may terminate the
       authority of the Servicer under Clauses 4.1 (Determination of Interest
       Rates) and 4.3 (Interest Rate Shortfall) herein to determine either of
       the Mortgage Rate(s) or Existing Borrowers' Re-Fix Rate on or after the
       occurrence of a Termination Event pursuant to Clause 19 (Termination)
       herein, in which case the Mortgages Trustee shall set the Mortgage
       Rate(s) or Existing Borrowers' Re-Fix Rate, as applicable, in
       accordance with this Clause 4.

5.     Administration of Mortgages



                                      11
<PAGE>

5.1    Collection of Payments:

       (a)  For the purposes of collecting amounts due from any Borrower in
            respect of a Mortgage Loan, where such Borrower makes a Monthly
            Payment by way of Direct Debit, Northern Rock (whether or not it
            is the Servicer) will, unless otherwise agreed in writing with the
            Beneficiaries:

            (i)    act as collecting agent for the Mortgages Trustee and for
                   the Beneficiaries under the Direct Debiting Scheme;

            (ii)   comply with the obligations on its part set out in the Bank
                   Account Agreement including, without limitation, the
                   specific provisions relating to the collection of monies
                   set out in Clause 4 of the Bank Account Agreement;

            (iii)  comply in all material respects with the requirements from
                   time to time of the Direct Debiting Scheme; and;

            (iv)   using its reasonable endeavours, credit any Monthly Payment
                   made by a Borrower by way of Direct Debit to the relevant
                   Collection Account within one (1) London Business Day of
                   receipt (and in any event within three (3) London Business
                   Days of such receipt) into the relevant Collection Account.

       (b)  The Servicer may agree with a Borrower that the Direct Debiting
            Scheme shall not apply to Monthly Payments to be made by such
            Borrower, provided that (i) alternative payment arrangements are
            made which are intended to ensure the timely making of Monthly
            Payments due from the Borrower to the Mortgages Trustee, and (ii)
            the change in arrangements was made at the instigation of the
            Borrower or by the Servicer in accordance with the procedures
            which would be adopted by a reasonable and prudent mortgage
            lender. Northern Rock (whether or not it is the Servicer) shall,
            using its reasonable endeavours, credit Monthly Payments made by a
            Borrower under an alternative payment arrangement as follows to
            the relevant Collection Account:

            (i)    by standing order, by close of business on the second (2nd)
                   London Business Day following the day on which such amount
                   is received or credited by it;

            (ii)   by payment of cash, transfer payment from another account
                   of the Seller or check where reference to the relevant
                   Borrower is provided or payments made by way of paying-in
                   book, by close of business on the London Business Day which
                   immediately follows the day on which such amount is
                   received or credited by it; and

            (iii)  in the case of any payment by check where a reference to
                   the relevant Borrower is not provided, by close of business
                   on the next London Business Day after notification to it of
                   the identity of the Borrower,



                                      12
<PAGE>

       provided however, that in any event Northern Rock shall credit Monthly
       Payments made by a Borrower under an alternative payment arrangement
       within three (3) London Business Days of such receipt.

       (c)  The Servicer may, notwithstanding the proviso in Clause 5.2(b)
            herein, agree such procedures for the payment by a Borrower of (i)
            overdue amounts and (ii) amounts payable on redemption of a
            Mortgage in whole or in part other than through the Direct
            Debiting Scheme as would be agreed by a reasonable and prudent
            mortgage lender.

       (d)  Where a Borrower permits a Direct Debit to be made to his bank
            account, the Servicer will endeavour to procure that such Borrower
            maintains a valid and effective mandate relating to such Direct
            Debit in relation to each Monthly Payment due from that Borrower,
            provided that in any case where a Borrower will not permit a
            Direct Debit to be made to his bank account the Servicer will
            endeavour to make alternative arrangements acceptable to a
            reasonable and prudent mortgage lender so that such Borrower
            nevertheless pays each Monthly Payment on the due date.

       (e)  In the event that the Bankers Automated Clearing System ceases to
            operate for any reason Northern Rock will use reasonable
            endeavours to make alternative arrangements for the use of the
            back-up systems available to each Account Bank.

5.2    Administration and Enforcement of Mortgages:

       (a)  The Mortgages Trustee as trustee for the Beneficiaries hereby
            directs the Servicer to administer and service the Mortgage Loans
            comprised in the Mortgage Portfolio and carry out its specific
            obligations under this Agreement in accordance with the
            Administration Procedures.

       (b)  The Servicer will, in relation to any default by a Borrower in
            connection with a Mortgage Loan or a Mortgage comprised in the
            Mortgage Portfolio, comply with the Enforcement Procedures or, to
            the extent that the Enforcement Procedures are not applicable
            having regard to the nature of the default in question, take such
            action as is not materially prejudicial to the interests of the
            Mortgages Trustee (as trustee for the Beneficiaries) and the
            Beneficiaries under the relevant MIG Policy, provided that:

            (i)    the Servicer shall only become obliged to comply with the
                   Enforcement Procedures (to the extent applicable) or to
                   take action as aforesaid after it has become aware of the
                   default;

            (ii)   it is acknowledged by the Beneficiaries that mortgage
                   lenders generally exercise discretion in pursuing their
                   respective enforcement procedures and that the Servicer may
                   exercise such discretion as would a reasonable and prudent
                   mortgage lender in applying the Enforcement Procedures to
                   any particular defaulting Borrower or taking action as
                   aforesaid, provided that in exercising such discretion the
                   interest of Funding and/or Funding 2 in the Mortgage
                   Portfolio is not materially prejudiced; and



                                      13
<PAGE>

            (iii)  in any case where any of the Insurance Policies requires
                   exact compliance with certain enforcement procedures, the
                   Servicer shall procure the prior written consent of the
                   relevant insurance company for any deviation by it from
                   such enforcement procedures.

5.3    Records: The Servicer shall keep and maintain records in relation to
       the Mortgage Portfolio, on a Mortgage Loan by Mortgage Loan basis, for
       the purposes of identifying amounts paid by each Borrower, any amount
       due from a Borrower and the balance from time to time outstanding on a
       Borrower's account and such other records as would be kept by a
       reasonable and prudent mortgage lender. Subject always to the
       restrictions and conditions set forth in Clause 16 (Data Protection),
       the Servicer will provide such information to the Mortgages Trustee
       and/or each Funding Beneficiary and/or each Funding Security Trustee at
       any time upon reasonable notice, subject to the Servicer being
       reasonably capable of providing such information without significant
       additional cost and subject to the provisions of the Data Protection
       Act 1998 and other applicable legislation from time to time, and
       provided that no duty of confidence and no industry code of practice
       will or may be breached thereby.

5.4    Trust:

       (a)  If the Servicer, in carrying out its functions as Servicer under
            this Agreement, receives (including in its capacity as agent for
            the Mortgages Trustee as trustee for the Beneficiaries) any money
            whatsoever arising from the Mortgage Loans and their Related
            Security, which money belongs to the Mortgages Trustee (as trustee
            for the Beneficiaries) and is to be paid to the relevant
            Collection Account pursuant to this Agreement or any of the other
            Transaction Documents or otherwise, it will hold such monies on
            trust for the Mortgages Trustee and shall keep such money separate
            from all other monies held by the Servicer and shall, as soon as
            reasonably practicable and in any event within three (3) London
            Business Days of receipt of the same, pay the monies into the
            relevant Collection Account.

       (b)  All other sums received by the Servicer in respect of the Mortgage
            Loans and their Related Security shall be held by the Servicer for
            itself.

5.5    Together Connections Mortgage Loans and Connections Mortgage Loans:

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

            (i)    provide the Mortgages Trustee, each Funding Beneficiary and
                   the Servicer with such information (including, but not
                   limited to documentary information) in its possession; and

            (ii)   do such other acts and things,

            that the Mortgages Trustee, each Funding Beneficiary and the
            Servicer may require in order for such parties to exercise their
            rights and comply with their obligations under the Mortgage
            Conditions relating 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.



                                      14
<PAGE>

       (b)  Each of the Mortgages Trustee, each Funding Beneficiary and the
            Servicer shall, upon request, use their reasonable endeavours to:

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

            (ii)   do such other acts and things,

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

       (c)  Any notice, letter or other communication:

            (i)    received or given by the Seller under the Together
                   Connection Conditions or the Connection Conditions shall be
                   copied by the Seller to the Servicer; and

            (ii)   received or given by the Mortgages Trustee, any Funding
                   Beneficiary or the Servicer under the Together Connection
                   Conditions or the Connection Conditions shall be copied by
                   such parties to the Seller.

       (d)  The Servicer shall act in accordance with the instructions of the
            Seller in any matter where the powers, rights, obligations or
            commercial interests of the Seller under the Together Connection
            Conditions or the Connection Conditions or with respect to the
            products linked to the Together Connections Mortgage Loan or the
            Connections Mortgage Loan may be affected in a material manner.
            Such matters may include, but not limited to, the following:

            (i)    any request from a Borrower to amend the allocation of the
                   Together Connections Benefit or the Connections Benefit
                   that may accrue to such Borrower under the terms of the
                   relevant Together Connection Conditions or Connection
                   Conditions;

            (ii)   any amendment to the Together Connection Conditions or the
                   Connection Conditions;

            (iii)  except where the Servicer is required to act in accordance
                   with Clause 4.3 (Interest Rate Shortfall), the
                   determination or variation of the Connection Interest Rate
                   (provided that such rate shall not at any time be set at a
                   rate which is higher than the equivalent rate offered by
                   the Seller);

            (iv)   any change to the availability or amendment to the
                   eligibility of any product to be linked to a Together
                   Connections Mortgage Loan or a Connections Mortgage Loan;
                   and



                                      15
<PAGE>

            (v)    the termination of the Together Connection Conditions or
                   the Connection Conditions.

            In all other cases where the Servicer, on behalf of the other
            parties hereto is required to exercise its judgment or discretion
            in the application of the Together Connection Conditions or the
            Connection Conditions, the Servicer shall undertake the same in
            consultation with the Seller.

       (e)  The Seller shall not have any right to provide instructions to the
            Servicer in respect of any amendment to the Together Connection
            Conditions or Connection Conditions where such amendment will
            result in a Product Switch in respect of the applicable Together
            Connections Mortgage Loans or Connections Mortgage Loans unless
            the Seller has given confirmation in accordance with the terms of
            the Mortgage Sale Agreement that it has elected to repurchase such
            Together Connections Mortgage Loans or Connections Mortgage Loans.

5.6    Annual Servicer Compliance Statement: On or before March 31 of each
       calendar year, commencing in 2007, the Servicer shall deliver to the
       Mortgages Trustee a statement of compliance with respect to such
       calendar year, which statement will be in the form of an officer's
       certificate stating, as to the authorised signatory thereof, that (i) a
       review of the activities of the Servicer during the immediately
       preceding calendar year (or applicable portion thereof) and of its
       performance under this Agreement during such period has been made under
       such officer's supervision and (ii) to the best of such officer's
       knowledge, based on such review, the Servicer has fulfilled all of its
       obligations under this Agreement in all material respects throughout
       such calendar year (or applicable portion thereof), or, if there has
       been a failure to fulfill any such obligation in any material respect,
       specifying each such failure known to such officer and the nature and
       status thereof.

5.7    [Independent Auditors' Annual Servicer Compliance Certificate: On or
       before March 31 of each calendar year, commencing in 2007, the Servicer
       shall cause a registered public accounting firm to furnish to the
       Servicer and the Mortgages Trustee an attestation report on assessment
       of compliance with the Servicing Criteria with respect to the Servicer
       or any affiliate thereof during the immediately preceding calendar year
       delivered by such accountants pursuant to Rule 13(a)-18 or Rule
       15(d)-18 of the Exchange Act and Item 1122 of Regulation AB; provided,
       however, that solely with respect to the fiscal year ending December
       31, 2006, the Servicer, in its sole and absolute discretion, rather
       than cause the report described above to be furnished, may cause a
       registered public accounting firm to furnish to the Servicer and the
       Mortgages Trustee:

       (a)  an attestation report on assessment of compliance with the
            Servicing Criteria with respect to the Servicer during the [
            ]-month period ending December 31, 2006 delivered by such
            accountants pursuant to Rule 13(a)-18 or Rule 15(d)-18 of the
            Exchange Act and Item 1122 of Regulation AB; and

       (b)  a report substantially to the effect that (a) such accounting firm
            has examined certain documents and records of the Servicer
            relating to the servicing of Mortgage Loans under this Agreement
            during the period from January 1, 2006 to and including [ ], 2006,
            (b) such examination (i) included such tests and



                                      16
<PAGE>

            auditing procedures as such firm considered necessary in the
            circumstances, and (ii) was conducted in compliance with the
            attestation standards of the American Institute of Certified
            Public Accountants, (c) management of the Servicer has asserted to
            such firm that the Servicer has complied with the minimum
            servicing standards set out in Schedule 5 and (d) in the opinion
            of such firm, such assertion of the Servicer's management is
            fairly stated in all material respects (or, if such assertion of
            the Servicer's management is not correct, stating why such
            assertion is not correct).](1)

5.8    Report on Assessment of Compliance and Attestation:

       (a)  On or before March 31 of each calendar year, commencing in 2007,
            the Servicer shall:

            (i)    deliver to the Mortgages Trustee a report regarding the
                   Servicer's assessment of compliance with the Servicing
                   Criteria during the immediately preceding calendar year, as
                   required under Rules 13a-18 and 15d-18 of the Exchange Act
                   and Item 1122 of Regulation AB. Such report shall be
                   addressed to the Mortgages Trustee and signed by an
                   authorized officer of the Servicer, and shall address each
                   of Servicing Criteria specified on a certification
                   substantially in the form of Schedule 7 delivered to the
                   Mortgages Trustee concurrently with the execution of this
                   Agreement. To the extent any of the Servicing Criteria are
                   not applicable to the Servicer, with respect to
                   asset-backed securities transactions taken as a whole
                   involving the Servicer and that are backed by the same
                   asset type backing the Notes, such report shall include a
                   statement to that effect;

            (ii)   deliver to the Mortgages Trustee a report of a registered
                   public accounting firm reasonably acceptable to the
                   Mortgages Trustee that attests to, and reports on, the
                   assessment of compliance made by the Servicer and delivered
                   pursuant to paragraph (i) above. Such attestation shall be
                   in accordance with Rules 1-02(a)(3) and 2-02(g) of
                   Regulation S-X under the Securities Act and the Exchange
                   Act, including, without limitation that in the event that
                   an overall opinion cannot be expressed, such registered
                   public accounting firm shall state in such report why it
                   was unable to express such an opinion. Such report must be
                   available for general use and not contain restricted use
                   language. To the extent any of the Servicing Criteria are
                   not applicable to the Servicer, with respect to
                   asset-backed securities transactions taken as a whole
                   involving the Servicer and that are backed by the same
                   asset type backing the Notes, such report shall include a
                   statement to that effect;

            (iii)  cause each Subcontractor determined by the Servicer
                   pursuant to Clause 5.8(b) to be "participating in the
                   servicing function" within the meaning of Item 1122 of
                   Regulation AB, to deliver to the Mortgages


-------------
(1) Clause 5.7 to be deleted in the event the 2006 attestation report needs to
cover Item 1122(d) servicing criteria for the entire 2006 fiscal year.



                                      17
<PAGE>

                   Trustee an assessment of compliance and accountants'
                   attestation as and when provided in paragraphs (a) and (b)
                   of this Clause 5.8; and

            (iv)   deliver or cause to be delivered to any Person that will be
                   responsible for signing the certification (a "Sarbanes
                   Certification") required by Rules 13a-14(d) and 15d-14(d)
                   under the Exchange Act (pursuant to Section 302 of the
                   Sarbanes-Oxley Act of 2002 and the rules and regulations of
                   the Commission promulgated thereunder (including any
                   interpretations thereof by the Commission's staff) a
                   certification in the form attached hereto as Schedule 6.

            The Servicer acknowledges that any Person identified in clause
            (a)(iv) above may rely on the certification provided by the
            Servicer pursuant to such clause in signing a Sarbanes
            Certification and filing such with the Commission.

       (b)  Each assessment of compliance provided by a Subcontractor pursuant
            to Clause 5.8(a)(iv) shall address each of the Servicing Criteria
            specified on a certification substantially in the form of Schedule
            6 hereto delivered to the Mortgages Trustee concurrently with the
            execution of this Agreement. An assessment of compliance provided
            by a Subcontractor pursuant to Clause 5.8(a)(iv) need not address
            any elements of the Servicing Criteria other than those specified
            by the Servicer pursuant to Clause 5.8(a)(i).

5.9    Use of Subcontractors: The Servicer shall promptly upon request provide
       the Mortgages Trustee a written description (in form and substance
       satisfactory to the Mortgages Trustee) of the role and function of each
       Subcontractor utilized by the Servicer, specifying (i) the identity of
       each such Subcontractor, (ii) which (if any) of such Subcontractors are
       "participating in the servicing function" within the meaning of Item
       1122 of Regulation AB, and (iii) which elements of the Servicing
       Criteria will be addressed in assessments of compliance provided by
       each Subcontractor identified pursuant to clause (ii) of this
       paragraph. As a condition to the utilization of any Subcontractor
       determined to be "participating in the servicing function" within the
       meaning of Item 1122 of Regulation AB, the Servicer shall cause any
       such Subcontractor used by the Servicer for the benefit of the
       Mortgages Trustee to comply with the provisions of Clause 5.8 of this
       Agreement to the same extent as if such Subcontractor were the
       Servicer. The Servicer shall be responsible for obtaining from each
       Subcontractor and delivering to the Mortgages Trustee any assessment of
       compliance and attestation required to be delivered by such
       Subcontractor under Clause 5.8, in each case as and when required to be
       delivered.

5.10   Moody's Portfolio Variation Test: Where it is so required under the
       terms of the Transaction Documents, or where it is otherwise agreed
       between the Seller and Moody's, the Servicer shall use reasonable
       efforts to operate the Moody's Portfolio Variation Test to the Mortgage
       Loans in the Mortgage Portfolio in accordance with instructions
       provided by Moody's to the Servicer from time to time. The Servicer
       will, as soon as practicable after operating the Moody's Portfolio
       Variation Test, send written notification to Moody's of the Moody's
       Portfolio Variation Test Value determined thereunder. The Servicer
       shall be entitled to rely upon the opinion or advice of Moody's in
       relation to the Moody's Portfolio Valuation Test and shall not be
       responsible for any loss, liability, damage or expenses that my be
       caused by the operation of the Moody's Portfolio Variation Test.



                                      18
<PAGE>

6.     No Liability

6.1    No Guarantee of Mortgage Loan: The Servicer shall have no liability for
       any obligation of a Borrower in respect of any Mortgage Loan comprised
       in the Mortgage Portfolio or any Related Security and nothing herein
       shall constitute a guarantee, or similar obligation, by the Servicer of
       any Mortgage Loan, Mortgage or any Borrower.

6.2    No Guarantee to Mortgages Trustee or Beneficiaries: Save as otherwise
       provided in this Agreement, the Servicer shall have no liability for
       the obligations of the Mortgages Trustee or the Beneficiaries under any
       of the Transaction Documents or otherwise and nothing herein shall
       constitute a guarantee, or similar obligation, by the Servicer of the
       Mortgages Trustee or the Beneficiaries in respect of any of them.

7.     New Mortgage Loans

7.1    New Mortgage Portfolio: The Mortgage Portfolio may be augmented from
       time to time by the sale and assignment to the Mortgages Trustee on any
       Distribution Date of a New Mortgage Portfolio by the Seller.

7.2    Sale and Assignment subject to Terms: The sale and assignment of each
       New Mortgage Portfolio to the Mortgages Trustee will in all cases be
       subject to the terms set out in the Mortgage Sale Agreement including,
       without limitation, the conditions set out in Clause 4 (Sale and
       Purchase of New Mortgage Portfolios) of the Mortgage Sale Agreement and
       the representations and warranties set out in Clause 8 (Warranties and
       Repurchase by the Seller) of the Mortgage Sale Agreement.

8.     Product Switching and Further Advances

8.1    Acceptance of Application: The Servicer may accept an application for a
       Further Advance or a Product Switch on behalf of the Seller, upon
       receipt of written confirmation from the Seller that the Seller would,
       if invited to do so by the Mortgages Trustee, purchase the relevant
       Mortgage Loan and its Related Security from the Mortgages Trustee.

8.2    Notification: Subject to complying with the terms of Clause 8.1
       (Acceptance of Application) herein, where the Servicer accepts a
       Product Switch or a Further Advance, the Servicer shall then promptly
       notify the Seller and the Mortgages Trustee in writing.

8.3    Existing Borrowers Re-Fix Rate: Notwithstanding Clause 8.1 (Acceptance
       of Application) herein, whenever Clause 8.6 (Existing Borrowers' Re-Fix
       Rate) of the Mortgage Sale Agreement applies to a Fixed Rate Mortgage
       Loan, the Servicer may accept the exercise of an option by a Borrower
       to set the Existing Borrowers' Re-Fix Rate, subject to the terms of
       Clause 4.4 (Existing Borrowers' Re-Fix Rate) herein.

8.4    Procedures: Subject to complying with the terms of Clauses 8.1
       (Acceptance of Application) and 8.3 (Existing Borrowers' Re-Fix Rate)
       herein, the Servicer may accept requests from Borrowers for Product
       Switches and Further Advances provided that the Servicer acts in
       accordance with its then procedure which would be acceptable to a
       reasonable and prudent mortgage lender.

9.     Redemption of Mortgages



                                      19
<PAGE>

9.1    Receipt or Discharge: Upon repayment in full of all sums secured by a
       Mortgage and/or other Related Security comprised in the Mortgage
       Portfolio, the Servicer shall, and is hereby authorised by the
       Mortgages Trustee as trustee for the Beneficiaries to, execute a
       receipt or discharge or relevant Form DS1 (of the Land Registry) of the
       Mortgage and any such other or further instrument or deed of
       satisfaction regarding such Mortgage and/or the Related Security as it
       considers to be necessary or advisable and to release the relevant
       Title Deeds (if any) to the person or persons entitled thereto.

9.2    Title Deeds: The Servicer undertakes that prior to any actual release
       by it of any relevant Title Deeds it will take reasonable and
       appropriate steps to satisfy itself that the relevant Title Deeds are
       being released to the person or persons entitled thereto.

9.3    Payment of Sums Due: The Servicer shall procure that if, upon
       completion of the Enforcement Procedures, an amount in excess of all
       sums due from the relevant Borrower is recovered or received, the
       balance, after discharge of all sums due from the Borrower, is paid to
       the person or persons next entitled thereto.

10.    Powers of Attorney

10.1   Appointment: The Mortgages Trustee hereby appoints the Servicer as its
       attorney on its behalf, and in its own or the attorney's name, for the
       following purposes:

       (a)  executing all documents necessary for the purpose of discharging a
            Mortgage comprised in the Mortgage Portfolio which has been repaid
            in full and any Related Security or for the sale of a Mortgaged
            Property as Mortgagee;

       (b)  executing all documents necessary for the purpose of releasing a
            Borrower in accordance with Clause 9 (Redemption of Mortgages)
            herein;

       (c)  executing all documents and doing all acts and things which in the
            reasonable opinion of the Servicer are necessary or desirable for
            the efficient provision of the Services hereunder; and

       (d)  exercising its rights, powers and discretion under Mortgage
            Conditions including the right to fix the rate of interest payable
            in respect of the Mortgage Loans or any related rights (but
            subject, in relation to the right to set the interest rate under
            the Base Rate Pledge and the Existing Borrowers' Re-Fix Rate, to
            the limitations, conditions and qualifications set out in the
            Mortgage Sale Agreement and the powers of attorney executed
            pursuant to it),

       provided that, for the avoidance of doubt, these powers of attorney
       shall not authorise the Servicer to sell any of the Mortgage Loans
       and/or their Related Security comprised in the Mortgage Portfolio
       except as specifically authorised in the Transaction Documents. For
       the avoidance of doubt, neither the Mortgages Trustee nor the Funding
       Beneficiaries shall be liable or responsible for the acts of the
       Servicer or any failure by the Servicer to act under or in respect of
       these powers of attorney.

10.2   Appointments Irrevocable: The appointments contained in Clause 10.1
       (Appointment) herein shall be irrevocable unless and until the
       Mortgages Trustee and/or the Funding Beneficiaries and the Funding
       Security Trustees serve notice



                                      20
<PAGE>

       pursuant to Clause 19 (Termination) herein to terminate the Servicer's
       appointment under this Agreement upon which the appointments contained
       in Clause 10.1 (Appointment) herein shall be automatically revoked.

11.    Costs and Expenses

       The Mortgages Trustee will on each Distribution Date reimburse, in
       accordance with Clause 10.2(b) of the Mortgages Trust Deed, the
       Servicer for all out-of-pocket costs, expenses and charges (inclusive
       of any amounts in respect of Irrecoverable VAT due thereon) properly
       incurred by the Servicer in the performance of the Services including
       any such costs, expenses or charges not reimbursed to the Servicer on
       any previous Distribution Date and the Servicer shall supply the
       Mortgages Trustee with an appropriate VAT invoice issued by the person
       making the supply.

12.    Information

12.1   Maintenance of Records:

       (a)  The Servicer shall keep the Mortgage Loan Files relating to the
            Mortgage Portfolio in safe custody and shall take appropriate
            technical and organisational measures against the unauthorised or
            unlawful processing of personal data and against accidental loss
            or destruction of, or damage to, personal data. The Servicer shall
            maintain in an adequate form such records as are necessary to
            enforce each Mortgage comprised in the Mortgage Portfolio and,
            where relevant, any other Related Security. The Servicer shall
            keep the Mortgage Loan Files in relation to the Mortgage Portfolio
            in such a way that they can be distinguished from information held
            by the Servicer for its own behalf as mortgagee or heritable
            creditor or for other third persons.

       (b)  A duplicate of any computer records held by the Servicer which
            contains information relating to the Mortgage Loans and the
            Related Security shall be lodged by the Servicer on a quarterly
            basis in a location separate from that in which the original
            computer records are stored and in an environment conducive to the
            safe storage of electronic media and which allows the information
            to be stored in an incorruptible form, such records to be held to
            the order of the Mortgages Trustee and to be replaced by a revised
            duplicate as and when the original records are revised. The
            Servicer shall keep the Mortgages Trustee informed of the location
            of the Mortgage Loan Files and duplicate computer records.

12.2   Use of information technology systems:

       (a)  The Servicer will use all reasonable endeavours to negotiate with
            the relevant parties so that any intellectual property rights not
            owned by it but used by it in connection with the performance of
            its obligations under this Agreement and in particular all
            software programmes used in connection with the Mortgage Loans and
            the Related Security therefor and their administration are
            licensed or sub-licensed to the Mortgages Trustee as trustee for
            the Beneficiaries so as to permit the Mortgages Trustee as trustee
            for the Beneficiaries to use such intellectual property rights
            only in connection with the administration of the Mortgage Loans
            free of charge for so long as any of the Mortgage Loans are



                                      21
<PAGE>

            outstanding. For the avoidance of doubt, the Servicer shall not be
            in breach of its obligations under this Agreement if such rights
            and/or software programmes are not so licensed or sub-licensed to
            the Mortgages Trustee as trustee for the Beneficiaries at any time
            after it has ceased to be the Servicer:

       (b)  If this Agreement is terminated, then for a period of six months
            following such termination (or such shorter period as may be
            necessary to allow the administration and servicing of the
            Mortgage Loans to be transferred to another person) the Servicer
            shall use reasonable endeavours to assist the Mortgages Trustee
            and/or the Beneficiaries and/or any substitute or successor
            Servicer to:

            (i)    establish and implement a computer system for administering
                   and servicing the Mortgage Loans; and

            (ii)   load the data held by the Servicer in relation to Borrowers
                   and the Mortgage Loans on to such computer system,

            and, prior to (i) and (ii) having taken place, the Servicer will
            provide all necessary access and assistance to the Mortgages
            Trustee and/or the Beneficiaries and/or the substitute Servicer in
            respect of its own intellectual property rights in relation to the
            administration and servicing of the Mortgage Loans.

       (c)  Subject always to the restrictions and conditions set forth in
            Clause 16, upon termination of the appointment of the Servicer
            under this Agreement, the Servicer shall forthwith deliver to the
            Mortgages Trustee and/or the Beneficiaries and/or the substitute
            Servicer all computer and data records in its possession or under
            its control relating to the affairs of or belonging to the
            Mortgages Trustee and the Beneficiaries and/or relating to the
            Mortgage Loans and the Related Security in a form agreeable to
            each of the Servicer, the Mortgages Trustee and/or the
            Beneficiaries and/or the substitute Servicer which accords with
            the standard practice of the electronic data processing industry
            at the time the event occurs.

       (d)  The Servicer covenants that it will take no action, nor omit to
            take any action, the effect or likely effect of such action or
            omission will be to terminate any existing licence agreement in
            relation to any such intellectual property rights, provided that a
            licence agreement may be terminated if it is replaced by a
            substitute arrangement under which the intellectual property
            rights, including rights to computer software, are such that the
            services resulting therefrom are equivalent to the previous
            arrangement.

12.3   Access to Books and Records: Subject to all applicable laws, and
       subject always to the restrictions and conditions set forth in Clause
       16 (Data Protection), the Servicer shall permit the Mortgages Trustee
       (and its auditors), each Funding Beneficiary (and their auditors), each
       Funding Security Trustee and any other person nominated by any of the
       Beneficiaries or the Funding Security Trustees (to whom the Servicer
       has no reasonable objection) upon reasonable notice during normal
       office hours to have access, or procure that such person or persons are
       granted access, to all books of record and account (including, for the
       avoidance of doubt, the Title Deeds and



                                      22
<PAGE>

       Mortgage Loan Files) relating to the administration and servicing of the
       Mortgage Loans and the Related Security comprised in the Mortgage
       Portfolio and related matters in accordance with this Agreement.

12.4   Information Covenants:

       (a)  The Servicer shall, within ten (10) Business Days following each
            Monthly Payment Date, provide the Mortgages Trustee, the
            Beneficiaries, the Rating Agencies, the Lead Manager, Bloomberg
            L.P. (unless otherwise prohibited by law) and any other party as
            the Mortgages Trustee may direct with a monthly report in, or
            substantially in, the form set out in Schedule 2 (Form of
            Investors' Monthly Report) hereto (or such other form reasonably
            requested by the Mortgages Trustee and approved by the
            Beneficiaries and the Rating Agencies) and shall assist the Cash
            Manager in the production of reports substantially in the forms
            set out in Schedule 3 of the Cash Management Agreement.

       (b)  The Servicer shall notify the Rating Agencies in writing of the
            details of (i) any material amendment to the Transaction
            Documents, (ii) any proposed material change in the valuation
            procedures or policies applied or to be applied in relation to
            Mortgaged Properties by it in connection with its mortgage
            business (details of which change may be included in a report
            provided under subparagraph (a) above) and (iii) any other
            information relating to its mortgage business and financial
            condition or the Mortgage Portfolio as the Rating Agencies may
            reasonably request in connection with the ratings of the Notes of
            any Issuer and other matters contemplated by the Transaction,
            provided that such request does not adversely interfere with the
            Servicer's day to day provision of the Services under the other
            terms of this Agreement.

       (c)  The Servicer shall, at the request of Funding and the Security
            Trustee or Funding 2 and the Funding 2 Security Trustee (where the
            Servicer is the Seller) and at the request of any of the
            Beneficiaries (where the Servicer is no longer the Seller),
            furnish Funding and the Security Trustee and/or Funding 2 and the
            Funding 2 Security Trustee and/or the Beneficiaries (as
            appropriate) and the Rating Agencies with such other information
            relating to its business and financial condition as it may be
            reasonable for Funding and the Security Trustee and/or Funding 2
            and the Funding 2 Security Trustee and/or the Beneficiaries (as
            appropriate) to request in connection with the ratings of the
            Notes of any Issuer and other matters contemplated by the
            Transaction, provided that Funding and the Security Trustee or
            Funding 2 and the Funding 2 Security Trustee or the Beneficiaries
            (as is appropriate) shall not make such a request more than once
            every three months unless, in the belief of Funding and the
            Security Trustee or Funding 2 and the Funding 2 Security Trustee
            or the Beneficiaries (as is appropriate), an Intercompany Loan
            Event of Default or a Termination Event pursuant to Clause 19
            (Termination) herein shall have occurred and is continuing or may
            reasonably be expected to occur.

13.    Remuneration

13.1   Administration Fee: The Mortgages Trustee shall pay to the Servicer for
       its Services hereunder an administration fee (the "Administration Fee")
       (inclusive of VAT)



                                      23
<PAGE>

       which:

       (a)  shall be calculated in relation to each Trust Calculation Period
            on the basis of the number of days elapsed and a 365 day year (or,
            in the case of a Trust Calculation Period ending in a leap year, a
            366 day year) at the Administration Fee Rate, inclusive of VAT, on
            the aggregate amount of the Funding Share and the Funding 2 Share
            of the Trust Property as at close of business of such Trust
            Calculation Period; and

       (b)  shall be paid to the Servicer on each Distribution Date in the
            manner contemplated by and in accordance with the provisions of
            Clause 10 (Distribution of Revenue Receipts) of the Mortgages
            Trust Deed.

13.2   Substitute or Successor Servicer: If a substitute or successor Servicer
       shall be appointed under this Agreement with respect to any of the
       Mortgage Loans, the Mortgages Trustee shall set the Administration Fee
       Rate with such substitute or successor Servicer at the time such
       substitute or successor Servicer enters into an administration
       agreement.

14.    Insurances

14.1   Administration: The Servicer will administer the arrangements for
       insurance to which the Mortgages Trustee is a party or in which either
       the Seller or the Mortgages Trustee has an interest and which relate to
       the Mortgage Loans and the Mortgages comprised in the Mortgage
       Portfolio or the business of the Mortgages Trustee.

14.2   Action of Servicer: The Servicer shall not knowingly take or omit to
       take any action which would:

       (a)  result in the avoidance or termination of any of the Insurance
            Policies in relation to any Mortgage Loans and Mortgages to which
            any Insurance Policy applies;

       (b)  reduce the amount payable on any claim made on behalf of the
            Mortgages Trustee (as trustee for the Beneficiaries) under any
            Insurance Policy; or

       (c)  invalidate any Insurance Policy.

14.3   Submission of Claims: The Servicer shall prepare and submit any claim
       under the Insurance Policies in accordance with the requirements of the
       relevant Insurance Policy and otherwise with the usual procedures
       undertaken by a reasonable and prudent mortgage lender on behalf of the
       Mortgages Trustee as trustee for the Beneficiaries and shall comply
       with the other requirements of the insurer under the relevant Insurance
       Policy.

14.4   Proceeds: The Servicer shall use its reasonable endeavours to credit to
       the relevant Collection Account all proceeds received from any claim
       made under each Insurance Policy in relation to any Mortgage Loan by
       close of business on the London Business Day which immediately follows
       the day on which such amounts are received or credited by the Servicer
       (and in any event within three (3) London Business Days of such
       receipt) and which is applied either in whole or in part in repayment
       of a Mortgage Loan.



                                      24
<PAGE>

14.5   MIG Policies:

       (a)  Without prejudice to Clause 3 (The Administration Services)
            herein, the Mortgages Trustee as trustee for the Beneficiaries
            acknowledges that the Servicer may settle or compromise claims on
            a Mortgage Loan by Mortgage Loan basis in respect of any MIG
            Policy in a manner consistent with its normal practice in respect
            of mortgage indemnity polices, provided that the Servicer shall
            not, without the prior written consent of the Mortgages Trustee,
            settle any claims or initiate any legal proceedings or other legal
            process in respect of a group of class of mortgages or in respect
            of the MIG Policies as a whole and provided further that each such
            MIG Policy and all proceeds thereof remain as Trust Property.

            If the Enforcement Procedures require the Servicer to make a claim
            under the relevant MIG Policy and the Servicer has failed to make
            such a claim, then the Beneficiaries may direct the Mortgages
            Trustee on their behalf to direct the Servicer to make a claim or,
            in default thereof by the Servicer, the Beneficiaries may direct
            the Mortgages Trustee to make a claim itself under such policy and
            the Servicer shall, within ten (10) London Business Days of
            receiving a written request from the Mortgages Trustee (as trustee
            for the Beneficiaries), provide the Mortgages Trustee with such
            information as the Mortgages Trustee may require to enable it to
            make a claim under the relevant MIG Policy.

       (b)  Without prejudice to the rights of the Servicer under Clause
            14.5(b) herein, the Servicer shall, in administering and servicing
            the Mortgage Loans, ensure that the cover under any MIG Policy
            relating to any Mortgage is not adversely affected.

14.6   Buildings Policies:

       (a)  Upon receipt of notice that any Borrower whose Mortgage Loan is
            secured by a mortgage of a leasehold (or, in Scotland, a standard
            security of a long leasehold) Mortgaged Property has failed to
            make a payment when due of any sums due under the relevant lease
            in respect of the insurance of the property, the Servicer may
            debit such Borrower's account with the relevant amount which shall
            then be paid to the relevant landlord.

       (b)  If the Servicer becomes aware that a Borrower has failed to pay
            premiums due under any Buildings Policy, the Servicer shall take
            such action as would a reasonable and prudent mortgage lender with
            a view to ensuring that the relevant Mortgaged Property continues
            to be insured in accordance with the applicable Mortgage Terms or
            the Alternative Insurance Requirements.

14.7   Life Policies:

       (a)  The Servicer shall use its reasonable endeavours to ensure that
            upon maturity of a Life Policy or on the death of a Borrower, if
            earlier, all sums which it is agreed between the Seller and the
            relevant Borrower are due to be paid under the Life Policy are
            paid by the relevant insurance company in repayment of



                                      25
<PAGE>

            the Mortgage for which such Life Policy is collateral security and
            credited to the relevant Collection Account.

       (b)  If so requested by a Borrower the Servicer may, on behalf of the
            Beneficiaries, exercise its discretion as a reasonable and prudent
            mortgage lender to agree to the release of a Life Policy from the
            relevant legal or equitable charge granted by the related Borrower
            in favour of the Seller.

15.    Title Deeds

15.1   Custody: To the extent not held in electronic form by the Land
       Registry, the Servicer shall keep the Title Deeds relating to the
       Mortgage Portfolio in safe custody and shall not without the prior
       written consent of the Mortgages Trustee and the Beneficiaries part
       with possession, custody or control of them otherwise than to a
       Subcontractor [or delegate] appointed pursuant to Clause 3.2
       (Sub-Contracts) herein or to a solicitor, licensed or qualified
       conveyancer or authorised practitioner, subject to the usual
       undertaking to hold them to the order of the Seller (who in turn will
       hold them to the order of the Mortgages Trustee (as trustee for the
       Beneficiaries)) or to the Land Registry or the Registers of Scotland
       or, upon repayment in full of the relevant Mortgage Loan, to the order
       of the Borrower.

15.2   Identification: Subject to Clause 15.1 (Custody), the Title Deeds
       relating to the Mortgage Portfolio shall be kept in a manner such that
       a computer record is maintained of their location and they are
       identifiable and retrievable by reference to an account number and pool
       identifier and identifiable and distinguishable from the title deeds
       relating to other properties and mortgages in respect of which the
       Servicer is mortgagee or heritable creditor or Servicer.

15.3   Access: Subject to Clause 15.1 (Custody), the Servicer shall provide
       access, or procure that access is provided to, the Title Deeds relating
       to the Mortgage Portfolio to the Mortgages Trustee, the Beneficiaries
       and their respective agents at all reasonable times and upon reasonable
       notice. The Servicer acknowledges that the Title Deeds and Mortgage
       Loan Files relating to the Mortgage Portfolio in its possession,
       custody or control will be held to the order of the Mortgages Trustee
       (as trustee for the Beneficiaries) and that it has, in its capacity as
       Servicer, no beneficial interest therein and the Servicer (in its
       capacity as such but not in its capacity as a Beneficiary) irrevocably
       waives any rights or any Security Interest which it might have therein
       or to which it might at any time be entitled.

15.4   Delivery upon Termination: Subject to Clause 15.1 (Custody), the
       Servicer shall, forthwith on the termination of the appointment of the
       Servicer pursuant to Clause 19 (Termination) herein, deliver the Title
       Deeds and Mortgage Loan Files to or to the order of the Mortgages
       Trustee or to such person as the Mortgages Trustee elects as a
       substitute Servicer in accordance with the terms of this Agreement upon
       written request by the Mortgages Trustee made at any time on or after
       notice of, or on or after, termination of the appointment of the
       Servicer pursuant to Clause 19 (Termination) herein.

16.    Data Protection



                                      26
<PAGE>

       The Servicer represents that as at the date hereof the Servicer has and
       hereafter it will maintain on behalf of itself and on behalf of the
       Mortgages Trustee (as trustee for the Beneficiaries) all appropriate
       registrations, licences and authorities (if any) required under the
       Data Protection Act 1998 to enable each of them to perform their
       respective obligations under this Agreement. In addition to the
       foregoing and notwithstanding any of the other provisions of this
       Agreement, each of the Servicer and the Mortgages Trustee hereby agree
       and covenant as follows:

       (a)  that only non-"personal data" (as described in the Data Protection
            Act 1998) may be transferred by the Servicer to the Mortgages
            Trustee or any other entity located in Jersey (unless Jersey is
            declared an "approved state" by the European Commission, in which
            case the Servicer may transfer such personal data to the Mortgages
            Trustee in Jersey);

       (b)  that, to the extent that circumstances enable the Mortgages
            Trustee to exercise its right to demand that the Servicer transfer
            inter alia personal data to the Mortgages Trustee, the Servicer
            shall only transfer such personal data to an agent of the
            Mortgages Trustee that is located in the United Kingdom and
            maintains all appropriate registrations, licences and authorities
            (if any) required under the Data Protection Act 1998 (unless
            Jersey is declared an "approved state" by the European Commission,
            in which case the Servicer may transfer such personal data to the
            Mortgages Trustee in Jersey);

       (c)  that, to the extent that circumstances enable the Mortgages
            Trustee to exercise its right to demand that the Servicer transfer
            inter alia personal data to the Mortgages Trustee, the Servicer
            notify each Borrower that the Mortgages Trustee is a "data
            controller" (as defined in the Data Protection Act 1998) and
            provide each such Borrower with the address of the Mortgages
            Trustee;

       (d)  that the Servicer and the Mortgages Trustee will only use any data
            in relation to the Mortgage Loans and the related Borrowers for
            the purposes of administering and/or managing the Mortgage
            Portfolio, and will not sell such data to any third party or allow
            any third party to use such data other than in compliance with the
            conditions stated in this Clause 16 and for the sole purpose of
            administering and/or managing the Mortgage Portfolio;

       (e)  that the Mortgages Trustee will comply with the provisions of the
            Data Protection (Jersey) Law 1987 (as amended) and (so long as the
            provisions of the Data Protection Act 1998 do not conflict with
            the provisions of the Data Protection (Jersey) Law 1987) with the
            provisions of the Data Protection Act 1998 (as amended);

       (f)  that, upon the request of a Borrower, the Servicer will inform
            such Borrower that both the Servicer and the Mortgages Trustee are
            "data controllers" as described in the Data Protection Act 1998;
            and

       (g)  that both the Servicer and the Mortgages Trustee shall maintain a
            written record of their reasons for applying the Data Protection
            Order 2000 (as set forth under the Conditions under paragraph 3 of
            Part II of Schedule I of such Order).



                                      27
<PAGE>

17.    Covenants and Representations and Warranties of Servicer

17.1   Covenants: The Servicer hereby covenants with and undertakes to the
       Mortgages Trustee, each Beneficiary and each Funding Security Trustee
       that, without prejudice to any of its specific obligations hereunder,
       it will:

       (a)  administer and service the Mortgage Loans and their Related
            Security as if the same had not been sold and assigned to the
            Mortgages Trustee but had remained on the books of the Seller;

       (b)  provide the Services in such manner and with the same level of
            skill, care and diligence as would a reasonable and prudent
            mortgage lender;

       (c)  comply with any reasonable directions, orders and instructions
            which the Mortgages Trustee or the Beneficiaries 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
            Mortgages Trustee shall prevail;

       (d)  keep in force all licences, approvals, authorisations, permissions
            and consents which may be necessary in connection with the
            performance of the 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 Services and in particular any necessary registrations under
            the Data Protection Act 1998;

       (e)  not knowingly fail to comply with any legal requirements in the
            performance of the Services;

       (f)  make all payments required to be made by it pursuant to this
            Agreement on the due date for payment thereof in pounds sterling
            (or as otherwise required under the Transaction Documents) in
            immediately available funds for value on such day without set-off
            (including, without limitation, any fees owed to it) or
            counterclaim, but subject to any deductions required by law;

       (g)  not without the prior written consent of the Mortgages Trustee
            amend or terminate any of the Transaction Documents save in
            accordance with their terms;

       (h)  whilst the Seller is the Servicer, forthwith upon becoming aware
            of any event which may reasonably give rise to an obligation of
            the Seller to repurchase any Mortgage Loan pursuant to Clause 8
            (Warranties and Repurchase by the Seller) of the Mortgage Sale
            Agreement, notify the Mortgages Trustee and the Beneficiaries in
            writing of such event;

17.2   Covenants to Survive: The covenants of the Servicer in Clause 17.1
       (Covenants) herein shall remain in force until this Agreement is
       terminated but without prejudice to any right or remedy of the
       Mortgages Trustee and/or the Seller and/or each Funding Beneficiary
       arising from breach of any such covenant prior to the date of
       termination of this Agreement.

17.3   Representations and Warranties: The Servicer hereby makes the
       representations and warranties to the Mortgages Trustee, each
       Beneficiary and each Funding Security



                                      28
<PAGE>

       Trustee that are specified on Schedule 3 (Servicer Representations and
       Warranties) hereto.

18.    Services Non-exclusive

       Nothing in this Agreement shall prevent the Servicer from rendering or
       performing services similar to those provided for in this Agreement to
       or for itself or other persons or from carrying on business similar to
       or in competition with the business of the Mortgages Trustee and the
       Beneficiaries.

19.    Termination

19.1   Termination Event: If any of the following events (each a "Termination
       Event") shall occur:

       (a)  default is made by the Servicer in the payment on the due date of
            any payment due and payable by it under this Agreement and such
            default continues unremedied for a period of five London Business
            Days after the Servicer becoming aware of such default;

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

            (i)    the Security Trustee, having been informed thereof in
                   accordance with Clause 19.5 (Notification of Termination
                   Event), is of the opinion that such default is materially
                   prejudicial to the interests of the holders of the Notes
                   issued by the Funding Issuers and then outstanding; and/or

            (ii)   the Funding 2 Security Trustee, having been informed
                   thereof in accordance with Clause 19.5 (Notification of
                   Termination Event), is of the opinion that such default is
                   materially prejudicial to the interests of the holders of
                   the Notes issued by the Funding 2 Issuers and then
                   outstanding,

            and such default continues unremedied for a period of twenty (20)
            days after the Servicer becoming aware of such default, provided
            however that where the relevant default occurs as a result of a
            default by any person to whom the Servicer has sub-contracted or
            delegated part of its obligations hereunder, such default shall
            not constitute a Termination Event if within such twenty (20) day
            period the Servicer replaces the relevant Subcontractor [or
            delegate] with an entity capable of remedying such default or
            alternatively indemnifies the Mortgages Trustee and the
            Beneficiaries against the consequences of such default;

       (c)  the Servicer at any time fails to obtain or maintain the necessary
            license, permission or regulatory approval required by any UK
            mortgage or credit regulatory regime which would be required in
            order to enable it to continue administering and servicing the
            Mortgage Loans; or

       (d)  the Servicer becomes subject to an Insolvency Event,



                                      29
<PAGE>

       then the Mortgages Trustee and/or Funding and the Security Trustee
       and/or Funding 2 and the Funding 2 Security Trustee may at once or at
       any time thereafter while such default continues, by notice in
       writing to the Servicer, terminate its appointment as Servicer under
       this Agreement with effect from a date (not earlier than the date of
       the notice) specified in such notice. Upon termination of the
       appointment of the Servicer, the Funding Security Trustees shall use
       their reasonable endeavours (subject to the terms of the Funding
       Beneficiary Deed) to appoint a substitute Servicer that satisfies the
       conditions set forth in Clause 19.2(c), (d) and (e), provided that in
       the event the Funding Security Trustees have not, having used
       reasonable endeavours (subject to the terms of the Funding Beneficiary
       Deed) appointed a substitute Servicer, they shall have no liability to
       any person and, notwithstanding any other provision of the Transaction
       Documents, shall not themselves be required to perform any duties of
       the Servicer.

19.2   Resignation: The Servicer may resign under this Agreement at any time
       following the expiry of not less than 12 months' notice of resignation
       given by the Servicer to the Mortgages Trustee and the Beneficiaries
       provided that:

       (a)  the Mortgages Trustee and the Beneficiaries consent in writing to
            such termination;

       (b)  a substitute Servicer is appointed by the Mortgages Trustee, the
            Funding Beneficiaries and the Funding Security Trustees (and in
            the event of failure to agree, by the Funding Security Trustees),
            such appointment to be effective not later than the date of such
            termination (and the Servicer shall notify the Rating Agencies in
            writing of the identity of such substitute Servicer);

       (c)  if required to be qualified to act as Servicer under the FSMA,
            such substitute Servicer is so qualified;

       (d)  if possible, such substitute Servicer has experience in
            administering and servicing mortgage loans secured on residential
            property in England, Wales and Scotland and, in any event (in so
            far as is required by any applicable laws and regulations) has all
            authorisations, permissions and licences for the purposes of
            administering and servicing mortgages of residential property in
            England, Wales and Scotland;

       (e)  such substitute Servicer enters into an agreement on substantially
            the same terms as the relevant provisions of this Agreement and
            the Servicer shall not be released from its obligations under the
            relevant provisions of this Agreement until such substitute
            Servicer has entered into such new agreement; and

       (f)  the then current ratings (if any) of the Notes of any Issuer are
            not reduced, withdrawn or qualified as a result thereof, unless
            otherwise agreed by an Extraordinary Resolution (as defined in the
            applicable Note Trust Deed) of the holders of the relevant class
            or classes of Notes.

19.3   Termination of Authority: On and after resignation by, or termination
       of the appointment of, the Servicer under this Agreement pursuant to
       this Clause 19, all authority and power of the Servicer under this
       Agreement and each other Transaction



                                      30
<PAGE>

       Document to which it is a party shall be terminated and be of no
       further effect and the Servicer shall not thereafter hold itself out in
       any way as the agent of the Mortgages Trustee and/or the Beneficiaries
       pursuant to this Agreement and each other Transaction Document to which
       it is a party.

19.4   Delivery of Files: Upon resignation by, or termination of the
       appointment of, the Servicer under this Agreement pursuant to this
       Clause 19, the Servicer shall:

       (a)  forthwith deliver to (and in the meantime hold on trust for, and
            to the order of) the Mortgages Trustee or as it shall direct the
            Mortgage Loan Files, the Title Deeds (if any), all books of
            account, papers, records, registers, correspondence and documents
            in its possession or under its control relating to the affairs of,
            or belonging to, the Mortgages Trustee (as trustee for the
            Beneficiaries) and the Mortgages in the Mortgage Portfolio and any
            other Related Security, (if practicable, on the date of receipt)
            any monies then held by the Servicer on behalf of the Mortgages
            Trustee and any other assets of the Mortgages Trustee as trustee
            for the Beneficiaries;

       (b)  take such further action as the Mortgages Trustee, the Funding
            Beneficiaries and the Funding Security Trustees may reasonably
            direct at the expense of the Beneficiaries (including in relation
            to the appointment of a substitute Servicer) provided that neither
            the Mortgages Trustee nor each Funding Security Trustee shall be
            required to take or direct to be taken such further action unless
            it has been indemnified to its satisfaction;

       (c)  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

       (d)  co-operate and consult with and assist the Mortgages Trustee, each
            Funding Beneficiary, each Funding Security Trustee and their
            nominees (which shall, for the avoidance of doubt, include any new
            Servicer appointed by any of them) 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 or such nominee.

19.5   Notification of Termination Event: The Servicer shall notify the
       Mortgages Trustee, each Funding Security Trustee and each Beneficiary
       as soon as reasonably practicable but in any event within five (5) days
       of becoming aware of any Termination Event or any event which with the
       giving of notice or lapse of time or certification would constitute the
       same. Such notification shall specify which event in Clause 19
       (Termination) occurred and was the cause of such Termination Event (or
       any event which with the giving of notice or lapse of time or
       certification would constitute a Termination Event), a description of
       the details of such Termination Event, and a reference to the provision
       in this Agreement or the other Transaction Documents which the Servicer
       has breached.

19.6   No Prejudice: Termination of this Agreement or the appointment of the
       Servicer under this Agreement shall be without prejudice to the
       liabilities of the Mortgages Trustee as trustee for the Beneficiaries
       to the Servicer or vice versa incurred before the date of such
       termination. The Servicer shall have no right of set-off or any lien in



                                      31
<PAGE>

       respect of such amounts against amounts held by it on behalf of the
       Mortgages Trustee.

19.7   Automatic Termination: This Agreement shall terminate at such time as
       the Mortgages Trustee has no further interest in any of the Mortgage
       Loans or the Mortgages which have been comprised in the Mortgage
       Portfolio.

19.8   Further Compensation: Upon resignation by, or termination of the
       appointment of, the Servicer under the provisions of this Clause 19,
       the Servicer shall be entitled to receive all fees and other monies
       accrued up to the date of resignation or termination, as the case may
       be, but shall not be entitled to any other or further compensation.
       Such monies so receivable by the Servicer shall be paid by the
       Mortgages Trustee on the dates on which they would otherwise have
       fallen due hereunder. For the avoidance of doubt, such resignation or
       termination shall not affect the Servicer's rights to receive payment
       of all amounts (if any) due to it from the Mortgages Trustee other than
       under this Agreement.

19.9   Co-operation: Prior to termination of this Agreement, the Servicer, the
       Seller, the Mortgages Trustee and the Funding Beneficiaries shall
       co-operate to obtain the agreement of the Borrowers to a new bank
       mandate permitting the Mortgages Trustee to operate the Direct Debiting
       Scheme.

19.10  Survival of Terms: Any provision of this Agreement which is stated to
       continue after termination of the Agreement shall remain in full force
       and effect notwithstanding termination.

19.11  No Supervision: Neither Funding Security Trustee shall be obliged to
       monitor or supervise the performance by any substitute Servicer 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 such substitute Servicer or for any loss caused
       thereby.

20.    Further Assurances

20.1   Co-operation: 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.

20.2   Powers of Attorney: Without prejudice to the generality of Clause 20.1
       (Co-Operation) herein, the Mortgages Trustee as trustee for the
       Beneficiaries shall upon request by the Servicer forthwith give to the
       Servicer such further powers of attorney or other written
       authorisations, mandates or instruments as are necessary to enable the
       Servicer to perform the Services.

20.3   Notice to Rating Agencies: In the event that there is any change in the
       identity of the Mortgages Trustee or an additional Mortgages Trustee is
       appointed, the remaining Mortgages Trustee and/or the retiring
       Mortgages Trustee, as the case may be, shall execute such documents
       with any other parties to this Agreement and take such actions as such
       new Mortgages Trustee may reasonably require for the purposes of
       vesting in such new Mortgages Trustee the rights of the Mortgages
       Trustee under this Agreement and releasing the retiring Mortgages
       Trustee from further obligations



                                      32
<PAGE>

       thereunder and while any Note remains outstanding shall give notice
       thereof to the Rating Agencies.

20.4   No Obligations: Nothing herein contained shall impose any obligation or
       liability on the Mortgages Trustee to assume or perform any of the
       obligations of the Servicer hereunder or render it liable for any
       breach hereof.

21.    Miscellaneous

21.1   Insufficient Funds: Subject to Clause 21.2 (Reduction of Fees) herein,
       in the event that the funds available to the Mortgages Trustee on any
       Distribution Date are not sufficient to satisfy in full the aggregate
       amount payable to the Servicer by the Mortgages Trustee on such
       Distribution Date then the amount payable to the Servicer on such
       Distribution Date shall be reduced by the amount of the shortfall and
       such shortfall shall (subject always to the provisions of this Clause
       21) be payable on the immediately succeeding Distribution Date.

21.2   Reduction of Fees: In the event that:

       (a)  after redemption in full of the Intercompany Loans; or

       (b)  after service of an Intercompany Loan Enforcement Notice and
            payment of all other prior claims,

         the remaining sums available to the Mortgages Trustee or remaining
         proceeds of enforcement are insufficient to satisfy in full the
         outstanding fees or other claims of the Servicer, such fees shall be
         reduced by the amount of the deficiency.

21.3   Set-Off: Each of the Seller and the Servicer agrees that it will not:

       (a)  set off or purport to set off any amount which the Mortgages
            Trustee, each Funding Beneficiary or each Issuer is or will become
            obliged to pay to it under any of the Transaction Documents
            against any amount from time to time standing to the credit of or
            to be credited to any Collection Account, any Mortgages Trustee
            Bank Account, any Funding Bank Account, any Funding 2 Bank
            Account, any Issuer Transaction Account or in any other account
            prior to transfer to any Collection Account, any Mortgages Trustee
            Bank Account, any Funding Bank Account, any Funding 2 Bank Account
            or any Issuer Transaction Account, as appropriate; or

       (b)  make or exercise any claims or demands, any rights of counterclaim
            or any other equities against or withhold payment of any and all
            sums of money which may at any time and from time to time be
            standing to the credit of any Collection Account, any Mortgages
            Trustee Bank Account, any Funding Bank Account, any Funding 2 Bank
            Account or any Issuer Transaction Account.

21.4   No Petition: The Servicer agrees that for so long as any Notes of any
       Issuer are outstanding it will not petition nor commence proceedings
       for the administration or winding up of the Mortgages Trustee, any
       Funding Beneficiary or any Issuer nor participate in any ex parte
       proceedings with regard thereto.

21.5   Limited Recourse: In relation to all sums due and payable by the
       Mortgages Trustee



                                      33
<PAGE>

       to the Servicer, the Servicer agrees that it shall have recourse only
       to sums paid to or received by (or on behalf of) the Mortgages Trustee
       pursuant to the provisions of the Mortgage Sale Agreement, the other
       Transaction Documents and in relation to the Mortgages.

21.6   No Prejudice: For the avoidance of doubt, no Beneficiary shall be
       liable to pay any amounts due under Clauses 11 (Costs and Expenses) or
       13 (Remuneration) herein without prejudice to the obligations of the
       Mortgages Trustee in respect of such amounts.

21.7   Termination: Notwithstanding any other provisions of this Agreement:

       (a)  all obligations to, and rights of, Funding under or in connection
            with this Agreement (other than its obligations under Clause 22
            (Confidentiality) herein) shall automatically terminate upon the
            discharge in full of all amounts owing by it under any Funding
            Intercompany Loan Agreement, provided that this shall be without
            prejudice to any claims in respect of such obligations and rights
            arising on or prior to such date; and

       (b)  all obligations to, and rights of, Funding 2 under or in
            connection with this Agreement (other than its obligations under
            Clause 22 (Confidentiality) herein) shall automatically terminate
            upon the discharge in full of all amounts owing by it under any
            Funding 2 Intercompany Loan Agreement provided that this shall be
            without prejudice to any claims in respect of such obligations and
            rights arising on or prior to such date.

22.    Confidentiality

       From the date of this Agreement and notwithstanding its termination,
       each of the Mortgages Trustee and the Beneficiaries shall use its best
       endeavours not to disclose to any person whatsoever any information
       relating to the business, finances or other matters of a confidential
       nature of any other party hereto of which it may 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 22 shall not apply:

       (a)  to any information already known to the Mortgages Trustee or the
            Beneficiaries otherwise than as a result of entering into any of
            the Transaction Documents;

       (b)  to any information subsequently received by the Mortgages Trustee
            or the Beneficiaries 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 Mortgages Trustee or the
            Beneficiaries;

       (d)  to the extent that any of the Mortgages Trustee or the
            Beneficiaries is required to disclose the same pursuant to any
            Transaction Document, 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



                                      34
<PAGE>

            governmental or other authority (including, without limitation,
            any official bank examiners or regulators);

       (e)  to the extent that any of the Mortgages Trustee or the
            Beneficiaries needs to disclose the same for determining the
            existence of, or declaring, an Intercompany Loan Event of Default
            or a 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 Mortgages Trustee or the Beneficiaries or (in
            connection with the review of current ratings of the Notes of any
            Issuer or with a prospective rating of any debt to be issued by an
            Issuer) to any credit rating agency or any prospective new
            Servicer or Mortgages Trustee.

23.    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.

24.    Assignment

24.1   Consent: The Mortgages Trustee may not assign or transfer any of its
       rights and obligations under this Agreement without the prior written
       consent of each of the Beneficiaries.

24.2   Agreement: The Servicer may not assign or transfer any of its rights or
       obligations under this Agreement (a) without the prior written consent
       of the Mortgages Trustee (as trustee for the Beneficiaries) and each of
       the Beneficiaries and (b) other than to a person who agrees to be bound
       by the provisions contained in Clause 5 of the Funding Deed of Charge
       and Clause 5 of the Funding 2 Deed of Charge as if such person had been
       named as an original party thereto in place of Northern Rock but
       without prejudice to their obligations under such Clause.

24.3   Assignment of Rights to Security Trustee: The Servicer acknowledges
       that Funding has assigned its rights under this Agreement to the
       Security Trustee pursuant to the Funding Deed of Charge and
       acknowledges that pursuant to the terms of the Funding Deed of Charge,
       Funding has, inter alia, authorised the Security Trustee, following the
       Funding Security becoming enforceable, to exercise, or refrain from
       exercising, all of Funding's rights, powers, authorities, discretions
       and remedies under or in respect of the Funding Transaction Documents,
       including this Agreement, in such manner as in the Security Trustee's
       absolute discretion it shall think fit.

24.4   Assignment of Rights to Funding 2 Security Trustee: The Servicer
       acknowledges that Funding 2 has assigned its rights under this
       Agreement to the Funding 2 Security Trustee pursuant to the Funding 2
       Deed of Charge and acknowledges that pursuant to the terms of the
       Funding 2 Deed of Charge, Funding 2 has, inter alia, authorised the
       Funding 2 Security Trustee, following the Funding 2 Security becoming
       enforceable,



                                      35
<PAGE>

       to exercise, or refrain from exercising, all of Funding 2's rights,
       powers, authorities, discretions and remedies under or in respect of
       the Funding 2 Transaction Documents, including this Agreement, in such
       manner as in the Funding 2 Security Trustee's absolute discretion it
       shall think fit.

25.    Security Trustee; Authorised Third Party

25.1   Vesting of Rights: If there is any change in the identity of the
       security trustee in accordance with the Funding Deed of Charge, the
       Servicer, 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 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 Servicer, 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.

25.2   No Assumption: It is hereby acknowledged and agreed that by its
       execution of this Agreement, each Funding Security Trustee shall not
       assume or have any of the obligations or liabilities of the Servicer,
       the Seller, each Funding Beneficiary, the Mortgages Trustee or the
       other Funding Security Trustee under this Agreement. Furthermore, any
       liberty or power which may be exercised or any determination which may
       be made hereunder by each Funding Security Trustee may, subject to the
       terms of the Funding Beneficiary Deed:

       (a)  in relation to the Security Trustee, be exercised or made in the
            Security Trustee's 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
            and Schedule 4 (Authorised Third Party) hereto;

       (b)  in relation to the Funding 2 Security Trustee, be exercised or
            made in the Funding 2 Security Trustee's 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 2 Deed of Charge and Schedule 4 (Authorised Third Party)
            hereto.

25.3   Delegation: Each Funding Security Trustee may delegate the performance
       of all or any of its powers and obligations under all or any of the
       Operating Agreements pursuant to the terms of Schedule 4 (Authorised
       Third Party) of this Agreement and subject always to the provisions of
       the Funding Deed of Charge or the Funding 2 Deed of Charge (as
       applicable) and the Funding Beneficiary Deed.



                                      36
<PAGE>

26.    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 Servicer, 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 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 such Intercompany Loan or loan advance.

27.    Non Petition Covenant; Limited Recourse

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

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

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

       (b)  in relation to Funding:

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

            (ii)   notwithstanding any other provision of this Agreement or
                   any other Transaction Document, no sum due or owing to any
                   party to this Agreement from or by Funding under this
                   Agreement shall be payable by Funding except to the extent
                   that Funding has sufficient funds available 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



                                      37
<PAGE>

                   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.

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

28.    Amendments and Waiver

28.1   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.

28.2   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



                                      38
<PAGE>

       only in the specific instance and as against the party or parties
       giving it for the specific purpose for which it is given.

28.3   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.

28.4   Variation or Waiver: 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.

29.    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 Servicer 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, c/o 22 Grenville Street, St. Helier, Jersey JE4 8PX,
            Channel Islands (facsimile number 01534 609 333) for the attention
            of the Company Secretary;

       (c)  in the case of Funding, to Granite Finance Funding Limited, 69
            Park Lane, Croydon CR8 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, 48th
            Floor, One Canada Square, 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 Global Structured
            Finance (Corporate Trust);



                                      39
<PAGE>

       (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;

       (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 Garden House, 18
            Finsbury Circus, London EC2M 7NJ (facsimile number 020 7826 3598)
            for the attention of Andre Vollmann;

       or to such other address or facsimile number or for the attention of
       such other person or entity as may from time to time be notified by
       any party or by any Rating Agency to the others by written notice in
       accordance with the provisions of this Clause 29. All notices served
       under this Agreement shall be simultaneously copied to each Funding
       Security Trustee by the person serving the same.

30.    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.

31.    Execution in Counterparts; Severability

31.1   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.

31.2   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.

32.    Governing Law and Submission to Jurisdiction

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

32.2   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.



                                      40
<PAGE>

33.    Process Agent

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

34.    Appropriate Forum

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

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



                                      41
<PAGE>

                                  SCHEDULE 1

                                 THE SERVICES

In addition to the Services set out in the body of the Administration
Agreement, the Servicer shall:

(a)    keep records (written or computerised) and books of account for the
       Mortgages Trustee in relation to the Mortgage Loans comprised in the
       Mortgage Portfolio;

(b)    keep records for all taxation purposes and VAT;

(c)    notify relevant Borrowers of any change in their Monthly Payments;

(d)    assist the auditors of the Mortgages Trustee and each Funding
       Beneficiary and provide information to them upon reasonable request;

(e)    provide a redemption statement to a Borrower or any person acting on
       the Borrower's behalf, in each case upon written request or otherwise
       at the discretion of the Servicer;

(f)    notify relevant Borrowers of any other matter or thing which the
       applicable Mortgage Conditions or Offer Conditions require them to be
       notified of in the manner and at the time required by the relevant
       Mortgage Terms;

(g)    subject to the provisions of this Agreement (including, without
       limitation, Clause 5.2 herein (Administration and Enforcement of
       Mortgages)) take all reasonable steps to recover all sums due to the
       Mortgages Trustee including without limitation by the institution of
       proceedings and/or the enforcement of any Mortgage Loan comprised in
       the Mortgage Portfolio or any New Mortgage Portfolio or any Related
       Security;

(h)    take all other action and do all other things which it would be
       reasonable to expect a reasonable and prudent mortgage lender to do in
       administering and servicing its mortgages;

(i)    keep a Mortgage Account for each Mortgage Loan which shall record all
       proceeds received in respect of that Mortgage Loan and all amounts
       debited to such Mortgage Account;

(j)    at its discretion, prepare and send on request an annual statement to
       Borrowers in relation to each calendar year in the agreed form; and

(k)    assist the Cash Manager in the preparation of the reports substantially
       in the form set out in the Cash Management Agreement.



                                      42
<PAGE>

                                  SCHEDULE 2

                       FORM OF INVESTORS' MONTHLY REPORT

[Prior to the initial takedown, the information below will be revised to
include all information required by Item 1121 of Regulation AB]



Granite Finance Trustees Limited
Monthly Report

Date of Report [  ]

Mortgages

Number of Mortgages in Pool                                               [  ]

Current Balance                                                      (GBP)[  ]

Opening Trust Assets                                                 (GBP)[  ]


Funding Share                                                        (GBP)[  ]

Funding Share Percentage                                                 [  ]%

Funding 2 Share                                                      (GBP)[  ]

Funding 2  Share Percentage                                              [  ]%

Seller Share                                                         (GBP)[  ]

Seller Share Percentage                                                  [  ]%

Minimum Seller Share (Amount)                                        (GBP)[  ]

Minimum Seller Share (% of Total)                                        [  ]%


Arrears Analysis of Non Repossessed Mortgages

                                   Number           Principal          Arrears

Less than [  ] month               [  ]             [  ]               [  ]

[  ] - [  ] months                 [  ]             [  ]               [  ]

[  ] - [  ] months                 [  ]             [  ]               [  ]



                                      43
<PAGE>

[  ] - [  ] months                 [  ]             [  ]               [  ]

[  ] - [  ] months                 [  ]             [  ]               [  ]

[  ] months +                      [  ]             [  ]               [  ]

Total                              [  ]             [  ]               [  ]


Properties in Possession           Number           Principal          Arrears

Total                              [  ]             [  ]               [  ]


Properties in Possession

Number Brought Forward                                                 [  ]

Repossessed                                                            [  ]

Sold                                                                   [  ]

Number Carried Forward                                                 [  ]

Average Time from Possession to                                        [  ]
Sale

Average Arrears at Sale                                                [  ]

Repossessed                                                            [  ]

MIG Claims Submitted                                                   [  ]

MIG Claims Outstanding                                                 [  ]

Average Time from Claim to Payment                                     [  ]

Note: The arrears analysis and repossession information is as at close of
business for the report month

Substitution                       Number                             Principal

Substituted this period
(this month)                       [  ]                               [  ]

Substituted to dated (since [  ])  [  ]                               [  ]



                                      44
<PAGE>

CPR Analysis                                  Monthly                 Annualised

Current [  ] Month CPR Rate                   [  ]%                   [  ]%

Previous [  ] Month CPR Rate                  [  ]%                   [  ]%

Weighted Average Seasoning (by value)                [  ]

Average Loan Size                                    [  ]

Weighted Average LTV (by value)                      [  ]%

Product Breakdown

Fixed Rate                                           [  ]%

Flexible -Together                                   [  ]%

LTV Levels Breakdown                          Number                  Value

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ] - [  ]%                                  [  ]                    [  ]

[  ]% +                                       [  ]                    [  ]

Totals                                        [  ]                    [  ]



                                      45
<PAGE>

NR Current Existing Borrowers' SVR                                    [  ]

Effective Date of Change                                              [  ]



                                      46
<PAGE>

<TABLE>
<CAPTION>
                 Outstanding                  Rating                     Reference Rate
Notes                                         Moodys/S&P/Fitch
<S>              <C>                          <C>                        <C>
Funding
Notes

[ ]              [relevant currency           [ ] / [ ] / [ ]            [ ]%                 [ ]%
                 amount]

Funding 2
Notes

[ ]              [relevant currency           [ ] / [ ] / [ ]            [ ]%                 [ ]%
                 amount]

[Issuer Reserve Fund Requirement]                                                             (GBP)[  ]

Balance brought forward                                                                       (GBP)[  ]

Drawings this period

Reserve Fund Top-up this period*                                                              (GBP)[  ]

Excess Spread                                                                                 (GBP)[   ]

Current Balance                                                                               (GBP)[  ]

Funding Reserve Balance                                                                       (GBP)[   ]

Funding Reserve %                                                                             [    ]%

Funding 2 Reserve Balance                                                                     (GBP)[   ]

Funding 2 Reserve %                                                                           [    ]%

*Top-ups only occur at the end of each quarter.
</TABLE>



                                      47
<PAGE>

                                  SCHEDULE 3

                    SERVICER REPRESENTATIONS AND WARRANTIES

The Servicer makes the following representations and warranties to the
Mortgages Trustee, each Funding Beneficiary and each Funding Security Trustee:

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

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

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

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

       (a)  result in the existence or imposition of, nor oblige it to create,
            any Security Interest in favour of any person over all or any of
            its present or future revenues or assets;

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

       (c)  conflict with its constitutional documents; or

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

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

6.     Consents and Licences: All governmental consents, licences and other
       approvals, permissions and authorisations required by it (in its
       capacity as Servicer) 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 Servicer,
       and the Servicer is not insolvent.



                                      48
<PAGE>

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

       (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 Servicer; and

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

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

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

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

10.    Ranking of Claims

       Under the laws of England and Wales in force as at the date of making
       this representation, claims against the Servicer 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:

       (a)  All information in the Prospectus and the Reg S Prospectus with
            regard to the Servicer, its business and its experience in
            administering and servicing mortgage loans (including its arrears
            and repossession experience) are true and accurate in all material
            respects and not misleading in any material respect.

       (b)  Any opinions, predictions and intentions expressed in the
            Prospectus and/or the Reg S Prospectus on the part of the Servicer
            are honestly held and not misleading in any material respect.

       (c)  Each of the Prospectus and the Reg S Prospectus does not omit to
            state any material fact necessary to make such information,
            opinions, predictions or intentions not misleading in any material
            respect.

       (d)  The Servicer has made all proper inquiries to ascertain and to
            verify the foregoing.



                                      49
<PAGE>

                                  SCHEDULE 4

                            AUTHORISED THIRD PARTY

1.     Agreement to Allow Delegation

1.1.   The Seller and the Servicer agree (subject to the other provisions of
       this Schedule, including paragraph 2 (Appointment and Payment) and
       subject to the Funding Deed of Charge or the Funding 2 Deed of Charge,
       as applicable) that a Funding Security Trustee may appoint or
       facilitate the appointment of an Authorised Third Party to implement,
       administer and carry out the duties and powers of such Funding Security
       Trustee:

       (a)  under the Seller's Power of Attorney;

       (b)  in connection with and following a Completion Event; and

       (c)  in connection with and following a Termination Event,

       (together the "Back-up Functions").

1.2.   Each of the Seller and the Servicer shall authorise such Authorised
       Third Party on their behalf and in their name or otherwise to sign or
       execute or make any alteration or addition or deletion in or to any
       agreements or documents or certificates or instructions or notices
       which they are entitled or required to give, receive, implement,
       transact or become a party to in relation to the Back-up Functions or
       for doing any other act or thing required to be done by them under or
       in connection with the Back-up Functions and otherwise generally to
       sign, seal and deliver any agreement, assurance, document, certificate,
       instruction or act which may be required by such Authorised Third Party
       acting in connection with the Back-up Functions.

2.     Appointment and Payment

       The appointment of such Authorised Third Party shall be on the terms
       and conditions as negotiated between the relevant Funding Security
       Trustee, the Seller and/or the Servicer (as the case may be) and such
       Authorised Third Party. The fees, costs and expenses payable to such
       Authorised Third Party shall be considered as part of the additional
       remuneration and expenses of the relevant Funding Security Trustee and
       therefore shall be payable in the manner contemplated, in the case of
       the Security Trustee, by and in accordance with Clause 18 of the
       Funding Deed of Charge from funds that the Security Trustee receives in
       accordance with the Funding Priority of Payments and in the case of the
       Funding 2 Security Trustee, by and in accordance with Clause 17 of the
       Funding 2 Deed of Charge from funds that the Funding 2 Security Trustee
       receives in accordance with the Funding 2 Priority of Payments.

3.     Delegation

3.1.   On the appointment by a Funding Security Trustee of one or more persons
       to act as an Authorised Third Party in respect of its Back-up Functions
       (on any terms other than the power to appoint a delegate), references
       in the Operating Agreements to the



                                      50
<PAGE>

       "Security Trustee" or the "Funding 2 Security Trustee" (as applicable)
       shall be construed accordingly and, unless the context does not permit,
       include such Authorised Third Party. The appointment of such Authorised
       Third Party may be revoked by the Funding Security Trustee at any time.

3.2.   In the event that a Funding Security Trustee has not, having used such
       reasonable endeavours, appointed such Authorised Third Party, such
       Funding Security Trustee shall have no liability to any person and,
       notwithstanding any other provision of the Operating Agreements, shall
       not itself be required to perform any Back-up Functions or any other
       duties of the Seller or the Servicer either during the period it is
       seeking to appoint an Authorised Third Party or thereafter.

3.3.   As conditions precedent to the appointment of such Authorised Third
       Party, the arrangements to be entered into between such Authorised
       Third Party and the Seller or Servicer (as the case may be) shall
       provide that (1) the Authorised Third Party shall make timely transfer
       of information to the Seller or Servicer (as appropriate); and (2) each
       Funding Security Trustee shall provide any Authorised Third Party
       appointed by it hereunder with a copy of the Operating Agreements and,
       where the Security Trustee is the Funding Security Trustee, the Funding
       Deed of Charge or, where the Funding 2 Security Trustee is the Funding
       Security Trustee, the Funding 2 Deed of Charge, and shall request such
       Authorised Third Party to confirm in writing to the Seller, the
       Servicer and the relevant Funding Security Trustee that it has read and
       understood the terms of this Agreement and the other Operating
       Agreements.

4.     Ratification

       Each of the Seller and the Servicer shall, upon the written request of
       a Funding Security Trustee or its Authorised Third Party, ratify and
       confirm all documents, deeds, certificates, instructions, acts and
       things which such Funding Security Trustee or such Authorised Third
       Party shall execute or do in the exercise of any of the powers
       conferred, or purported to be conferred, on him by this Agreement and
       the other Operating Agreements. The terms of appointment of such
       Authorised Third Party shall oblige the Authorised Third Party to
       provide information concerning its activities on a regular basis and on
       request to:

       (a)  the Seller;

       (b)  the Servicer;

       (c)  where the Security Trustee is the Funding Security Trustee,
            Funding and the Security Trustee; and

       (d)  where the Funding 2 Security Trustee is the Funding Security
            Trustee, Funding 2 and the Funding 2 Security Trustee.

5.     Limitations on the Responsibility of the Funding Security Trustee

       A Funding Security Trustee shall not be obliged to monitor or supervise
       the performance by any Authorised Third Party appointed by it hereunder
       of its duties hereunder or in relation to the Operating Agreements and
       shall not be responsible or liable for any act or omission of such
       Authorised Third Party or for any loss caused



                                      51
<PAGE>

       thereby, provided that if any party to a Transaction Document notifies
       a Funding Security Trustee that an Authorised Third Party appointed by
       it is implementing, administering or carrying out the duties and powers
       of that Funding Security Trustee in breach of the terms and conditions
       of the relevant Operating Agreement pursuant to which such duties and
       powers are to be performed, that Funding Security Trustee shall use its
       reasonable endeavours to appoint or facilitate the appointment of a
       substitute Authorised Third Party to implement, administer and carry
       out such duties and powers. The terms of appointment of an Authorised
       Third Party and the appointing Funding Security Trustee's
       responsibilities in relation thereto as set out in this Schedule 4
       shall apply to the appointment of a substitute Authorised Third Party.
       Nothing in this Schedule constitutes a Funding Security Trustee in its
       role as specified in this schedule as trustee or fiduciary for any
       person. Each Funding Security Trustee shall assume, until it receives
       notice thereof pursuant to the relevant Operating Agreement, that no
       Back-up Trigger Event has occurred and until such time that it receives
       such notification and is first indemnified and/or secured to its
       satisfaction, is not entitled to take any action in respect of the
       Back-up Functions under the Operating Agreements.

6.     Exoneration

6.1.   Without limiting paragraph 6.2 below, each Funding Security Trustee
       shall not be liable to any Person for any action taken or not taken by
       it or its Authorised Third Party under or in connection with the
       Operating Agreements, other than in respect of any loss, liability,
       claim, expense or damage suffered or incurred by such Person in respect
       of the gross negligence or wilful default of the Funding Security
       Trustee or such Authorised Third Party in carrying out its functions
       under the relevant Operating Agreement.

6.2.   No Person may take any proceedings against any officer, employee or
       agent of a Funding Security Trustee in respect of any claim it might
       have against such Funding Security Trustee in respect of any act or
       omission of any kind by their officer, employee or agent.

7.     Controlling Beneficiary Deed

       The rights and powers in respect of a Funding Security Trustee which
       have been delegated to an Authorised Third Party hereunder shall be
       delegated subject to the terms of the Funding Beneficiary Deed.



                                      52
<PAGE>

                                  SCHEDULE 5

        [SCHEDULE 5 TO BE DELETED IF AN ATTESTATION REPORT PURSUANT TO
                         5.7(b) WILL NOT BE DELIVERED]

                          MINIMUM SERVICING STANDARDS

The following list sets forth (i) certain of the Services provided for in the
body of the Administration Agreement and (ii) certain of the functions
required of the Cash Manager under the terms of the Cash Management Agreement,
which together are known as the "minimum servicing standards" for purposes of
Clause 5.7(b) (Independent Auditors' Annual Servicer Compliance Certificate)
of the Administration Agreement.

1.     (Maintain records) keep and maintain records in relation to the
       Mortgage Portfolio on a Mortgage Loan by Mortgage Loan basis for the
       purposes of identifying amounts paid by each Borrower, any amount due
       from a Borrower and the balance from time to time outstanding on a
       Borrower's account (5.3).

2.     (Collections) using reasonable endeavours credit all monthly payments
       made by a Borrower to the relevant Collection Account within three (3)
       London Business Days of receipt (5.1).

3.     (Qualifications and compliance of laws) maintain all licences,
       approvals, authorisations and consents necessary in connection with the
       Servicer's performance of its obligations under the Administration
       Agreement and not knowingly to fail to comply with any legal
       requirements in the performance of those obligations. (17.1(d) and
       (e)).

4.     (Enforcement) in relation to any default by a Borrower in relation to a
       Mortgage Loan or a Mortgage, enforce the terms of such Mortgage Loan or
       Mortgage in accordance with the Enforcement Procedures and as otherwise
       provided in the Administration Agreement (5.2).

5.     (Insurance) (a) administer the arrangements for insurance in which the
       Mortgages Trustee or the Seller has an interest (14.1); (b) not
       knowingly take or omit to take any action that could result in
       avoidance, termination or invalidity of any Insurance Policy in
       relation to any Mortgage Loans and Mortgages or reduce the amount
       payable on any claim made on behalf of the Mortgage Trustees under any
       Insurance Policy (14.2); (c) prepare and submit any claim under the
       Insurance Policies in accordance with their terms (14.3); and (d) use
       reasonable endeavours to credit all proceeds received under any
       Insurance Policy to the relevant Collection Account within three (3)
       London Business Days of such receipt (14.4).

6.     (Determination of interest rates) (a) determine the Standard Variable
       Rate chargeable to Borrowers from time to time and the Existing
       Borrowers' Re-Fix Rate in accordance with section 4.1 of the
       Administration Agreement; and (b) take all steps necessary pursuant to
       the relevant Mortgage Conditions or applicable law to bring such change
       in the Standard Variable Rate to the attention of the relevant
       borrowers and notify details of such change to the Mortgages Trustee,
       the Security Trustee, the Funding 2 Security Trustee and the
       Beneficiaries (4.2).



                                      53
<PAGE>

7.     (Provision of information) provide such information from its records in
       relation to the Mortgage Loans to the Mortgages Trustee, Funding,
       Funding 2, the Security Trustee or the Funding 2 Security Trustee at
       any time upon reasonable notice, subject to the conditions set forth in
       the Administration Agreement (5.3).

8.     (Access to books and records) permit the Mortgages Trustee, Funding,
       Funding 2 (and their auditors), the Security Trustee and the Funding 2
       Security Trustee and any other person nominated by the beneficiaries
       (to whom the Servicer has no reasonable objection) upon reasonable
       notice during normal office hours to have access to all books of record
       and account (including Title Deeds and Mortgage Loan Files) relating to
       the administration of the Mortgage Loans and the Related Security,
       subject to applicable law and the conditions set forth in the
       Administration Agreement (12.3).

9.     (Custody of records) keep the Mortgage Loan Files relating to the
       Mortgage Portfolio in safe custody and shall take appropriate technical
       and organisational measures against the unauthorised or unlawful
       processing of personal data and against accidental loss or destruction
       of, or damage to, personal data. The Servicer shall maintain in an
       adequate form such records as are necessary to enforce each Mortgage
       comprised in the Mortgage Portfolio and, where relevant, any other
       Related Security. The Servicer shall keep the Mortgage Loan Files in
       relation to the Mortgage Portfolio in such a way that they can be
       distinguished from information held by the Servicer for its own behalf
       as mortgagee or heritable creditor or for other third persons
       (12.1(a)).

10.    (Ledgers)

       (a)  establish and maintain memorandum ledgers in the books of the
            Mortgages Trustee to enable the ongoing identification and
            segregation of principal, revenue, and overpayments;

       (b)  on a monthly basis ensure that the memorandum ledgers are
            reconciled to the Mortgages Trustee Bank Accounts;

       (c)  establish and maintain memorandum ledgers in the books of Funding
            to enable the ongoing identification and segregation of principal,
            revenue and amounts constituting the Funding Reserve Fund and any
            Issuer Reserve Funds and any Issuer Liquidity Reserve Funds;

       (d)  establish and maintain memorandum ledgers in the books of Funding
            2 to enable the ongoing identification and segregation of
            principal, revenue and amounts constituting the Funding 2 Reserve
            Fund and the Funding 2 Liquidity Reserve Fund;

       (e)  on a monthly basis ensure that the memorandum ledgers are
            reconciled to the Funding Bank Accounts and the Funding 2 Bank
            Accounts (as applicable); and

       (f)  establish and maintain ledgers in the books of Funding, Funding 2
            and each Issuer to record the Intercompany Loans and, where
            applicable, the Loan Tranches and subsequent payments of interest
            and principal on each of the Intercompany Loans and, where
            applicable, the Loan Tranches.



                                      54
<PAGE>

                                  SCHEDULE 6

                         FORM OF ANNUAL CERTIFICATION

       Re: Eight Amended and Restated Administration Agreement (as amended,
       supplemented or otherwise modified from time to time, the
       "Administration Agreement") dated as of [ ], 2006, among Northern Rock
       plc, as Seller and Servicer, the Mortgages Trustee, the Beneficiaries
       and the Bank of New York

       I, ________________________________, the _______________________ of
       [NAME OF COMPANY], certify that:

       (1) I have reviewed the servicer compliance statement of the Company
       provided in accordance with Item 1123 of Regulation AB (the "Compliance
       Statement"), the report on assessment of the Servicer's compliance with
       the servicing criteria set forth in Item 1122(d) of Regulation AB (the
       "Servicing Criteria"), provided in accordance with Rules 13a-18 and
       15d-18 under Securities Exchange Act of 1934, as amended (the "Exchange
       Act") and Item 1122 of Regulation AB (the "Servicing Assessment"), the
       registered public accounting firm's attestation report provided in
       accordance with Rules 13a-18 and 15d-18 under the Exchange Act and
       Section 1122(b) of Regulation AB (the "Attestation Report"), and all
       servicing reports, officer's certificates and other information
       relating to the servicing of the Mortgage Loans by the Servicer during
       200[ ] that were delivered by the Servicer to the Mortgages Trustee
       pursuant to the Administration Agreement (collectively, the "Servicing
       Information");

       (2) Based on my knowledge, the Servicing Information, taken as a whole,
       does not contain any untrue statement of a material fact or omit to
       state a material fact necessary in order to make the statements made,
       in the light of the circumstances under which such statements were
       made, not misleading with respect to the period of time covered by the
       Servicing Information;

       (3) Based on my knowledge, all of the Servicing Information required to
       be provided by the Servicer under the Administration Agreement has been
       provided to the Mortgages Trustee;

       (4) I am responsible for reviewing the activities performed by the
       Servicer and based on my knowledge and the Compliance Statement
       required in this report under Item 1123 of Regulation AB, and except as
       disclosed in the Compliance Statement, the Servicing Assessment or the
       Attestation Report, the Servicer has fulfilled its obligations under
       the Agreement in all material respects; and

       (5) The Compliance Statement, the Servicing Assessment and Attestation
       Report required to be provided by the Servicer pursuant to the
       Agreement, have been provided to the Mortgages Trustee. Any material
       instance of noncompliance with the Servicing Criteria has been
       disclosed in such reports.



                                      55
<PAGE>



       Date:    _________________________



       By:

       Name:    ________________________________

       Title:   ________________________________



                                      56
<PAGE>

                                  SCHEDULE 7

                          FORM OF SERVICING CRITERIA
             TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE STATEMENT



                  The assessment of compliance to be delivered by the Servicer
shall address, at a minimum, the criteria identified as below as "Applicable
Servicing Criteria":

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
<S>                  <C>                                                                   <C>
--------------------            General Servicing Considerations                           ----------------------
                     Policies and procedures are instituted to monitor any
                     performance or other triggers and events of default in
1122(d)(1)(i)        accordance with the transaction agreements.
--------------------                                                                       ----------------------
                     If any material servicing activities are outsourced to
                     third parties, policies and procedures are instituted to
                     monitor the third party's performance and compliance with
1122(d)(1)(ii)       such servicing activities.
--------------------                                                                       ----------------------
                     Any requirements in the transaction agreements to
                     maintain a back-up servicer for the mortgage loans are
1122(d)(1)(iii)      maintained.
--------------------                                                                       ----------------------

                     A fidelity bond and errors and omissions policy is in
                     effect on the party participating in the servicing
                     function throughout the reporting period in the amount of
                     coverage required by and otherwise in accordance with the
1122(d)(1)(iv)       terms of the transaction agreements.
--------------------                                                                       ----------------------

--------------------           Cash Collection and Administration                          ----------------------
                     Payments on mortgage loans are deposited into the
                     appropriate custodial bank accounts and related bank
                     clearing accounts no more than two business days
                     following receipt, or such other number of days specified
1122(d)(2)(i)        in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made via wire transfer on behalf of an
                     obligor or to an investor are made only by authorized
1122(d)(2)(ii)       personnel.
--------------------                                                                       ----------------------

                     Advances of funds or guarantees regarding collections,
                     cash flows or distributions, and any interest or other
                     fees charged for such advances, are made, reviewed and
1122(d)(2)(iii)      approved as specified in the transaction agreements.
--------------------                                                                       ----------------------

                     The related accounts for the transaction, such as cash
                     reserve accounts or accounts established as a form of
                     overcollateralization, are separately maintained (e.g.,
                     with respect to commingling of cash) as set forth in the
1122(d)(2)(iv)       transaction agreements.
--------------------                                                                       ----------------------

                     Each custodial account is maintained at a federally
                     insured depository institution as set forth in the
                     transaction agreements. For purposes of this criterion,
                     "federally insured depository institution" with respect
                     to a foreign financial institution means a foreign
                     financial institution that meets the requirements of Rule
1122(d)(2)(v)        13k-1(b)(1) of the Securities Exchange Act.
--------------------                                                                       ----------------------
                     Unissued checks are safeguarded so as to prevent
1122(d)(2)(vi)       unauthorized access.
--------------------                                                                       ----------------------



                                      57
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------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Reconciliations are prepared on a monthly basis for all
                     asset-backed securities related bank accounts, including custodial
                     accounts and related bank clearing accounts. These reconciliations
                     are (A) mathematically accurate; (B) prepared within 30 calendar
                     days after the bank statement cutoff date, or such other number of
                     days specified in the transaction agreements; (C) reviewed and
                     approved by someone other than the person who prepared the
                     reconciliation; and (D) contain explanations for reconciling items.
                     These reconciling items are resolved within 90 calendar days of
                     their original identification, or such other number of days
1122(d)(2)(vii)      specified in the transaction agreements.
--------------------                                                                       ----------------------

--------------------              Investor Remittances and Reporting                       ----------------------
                     Reports to investors, including those to be filed with the
                     Commission, are maintained in accordance with the transaction
                     agreements and applicable Commission requirements. Specifically,
                     such reports (A) are prepared in accordance with timeframes and
                     other terms set forth in the transaction agreements; (B) provide
                     information calculated in accordance with the terms specified in
                     the transaction agreements; (C) are filed with the Commission as
                     required by its rules and regulations; and (D) agree with
                     investors' or the trustee's records as to the total unpaid
                     principal balance and number of mortgage loans serviced by the
1122(d)(3)(i)        Servicer.
--------------------                                                                       ----------------------

                     Amounts due to investors are allocated and remitted in
                     accordance with timeframes, distribution priority and
1122(d)(3)(ii)       other terms set forth in the transaction agreements.
--------------------                                                                       ----------------------
                     Disbursements made to an investor are posted within two
                     business days to the Servicer's investor records, or such
                     other number of days specified in the transaction
1122(d)(3)(iii)      agreements.
--------------------                                                                       ----------------------
                     Amounts remitted to investors per the investor reports
                     agree with cancelled checks, or other form of payment, or
1122(d)(3)(iv)       custodial bank  statements.
--------------------                                                                       ----------------------

--------------------            Pool Asset Administration                                  ----------------------
                     Collateral or security on mortgage loans is maintained as
                     required by the transaction agreements or related
1122(d)(4)(i)        mortgage loan documents.
--------------------                                                                       ----------------------
                     Mortgage loan and related documents are safeguarded as required
1122(d)(4)(ii)       by the transaction agreements.
--------------------                                                                       ----------------------
                     Any additions, removals or substitutions to the asset
                     pool are made, reviewed and approved in accordance with
                     any conditions or requirements in the transaction
1122(d)(4)(iii)      agreements.
--------------------                                                                       ----------------------
                     Payments on mortgage loans, including any payoffs, made in
                     accordance with the related mortgage loan documents are posted to
                     the Servicer's obligor records maintained no more than two business
                     days after receipt, or such other number of days specified in the
                     transaction agreements, and allocated to principal, interest or
                     other items (e.g., escrow) in accordance with the related mortgage
1122(d)(4)(iv)       loan documents.
--------------------                                                                       ----------------------

                     The Servicer's records regarding the mortgage loans agree
                     with the Servicer's records with respect to an obligor's
1122(d)(4)(v)        unpaid principal balance.
--------------------                                                                       ----------------------
                     Changes with respect to the terms or status of an
                     obligor's mortgage loans (e.g., loan modifications or
                     re-agings) are made, reviewed and approved by authorized
                     personnel in accordance with the transaction agreements
1122(d)(4)(vi)       and related pool asset documents.
--------------------                                                                       ----------------------
                     Loss mitigation or recovery actions (e.g., forbearance
                     plans, modifications and deeds in lieu of foreclosure,
                     foreclosures and repossessions, as applicable) are
                     initiated, conducted and concluded in accordance with the
                     timeframes or other requirements established by the
1122(d)(4)(vii)      transaction agreements.
--------------------                                                                       ----------------------



                                      58
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------------------------------------------------------------------------------------------ ----------------------
                                                                                           Applicable Servicing
                                   Servicing Criteria                                            Criteria
------------------------------------------------------------------------------------------ ----------------------
     Reference                                     Criteria
-------------------- --------------------------------------------------------------------- ----------------------
                     Records documenting collection efforts are maintained during the
                     period a mortgage loan is delinquent in accordance with the
                     transaction agreements. Such records are maintained on at least a
                     monthly basis, or such other period specified in the transaction
                     agreements, and describe the entity's activities in monitoring
                     delinquent mortgage loans including, for example, phone calls,
                     letters and payment rescheduling plans in cases where delinquency
1122(d)(4)(viii)     is deemed temporary (e.g., illness or unemployment).
--------------------                                                                       ----------------------
                     Adjustments to interest rates or rates of return for
                     mortgage loans with variable rates are computed based on
1122(d)(4)(ix)       the related mortgage loan documents.
--------------------                                                                       ----------------------
                     Regarding any funds held in trust for an obligor (such as escrow
                     accounts): (A) such funds are analyzed, in accordance with the
                     obligor's mortgage loan documents, on at least an annual basis, or
                     such other period specified in the transaction agreements; (B)
                     interest on such funds is paid, or credited, to obligors in
                     accordance with applicable mortgage loan documents and state laws;
                     and (C) such funds are returned to the obligor within 30 calendar
                     days of full repayment of the related mortgage loans, or such other
1122(d)(4)(x)        number of days specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Payments made on behalf of an obligor (such as tax or
                     insurance payments) are made on or before the related
                     penalty or expiration dates, as indicated on the
                     appropriate bills or notices for such payments, provided
                     that such support has been received by the servicer at
                     least 30 calendar days prior to these dates, or such
                     other number of days specified in the transaction
1122(d)(4)(xi)       agreements.
--------------------                                                                       ----------------------
                     Any late payment penalties in connection with any payment
                     to be made on behalf of an obligor are paid from the
                     servicer's funds and not charged to the obligor, unless
                     the late payment was due to the obligor's error or
1122(d)(4)(xii)      omission.
--------------------                                                                       ----------------------
                     Disbursements made on behalf of an obligor are posted
                     within two business days to the obligor's records
                     maintained by the servicer, or such other number of days
1122(d)(4)(xiii)     specified in the transaction agreements.
--------------------                                                                       ----------------------
                     Delinquencies, charge-offs and uncollectible accounts are
                     recognized and recorded in accordance with the
1122(d)(4)(xiv)      transaction agreements.
--------------------                                                                       ----------------------
                     Any external enhancement or other support, identified in
                     Item 1114(a)(1) through (3) or Item 1115 of Regulation
1122(d)(4)(xv)       AB, is maintained as set forth in the transaction agreements.
--------------------                                                                       ----------------------

-------------------- --------------------------------------------------------------------- ----------------------
</TABLE>



                                            [NAME OF SERVICER]


                                            Date: _________________________



                                            By:  __________________________
                                            Name:
                                            Title:



                                      59
<PAGE>

                                EXECUTION PAGE


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

-------------------------
Name:



                                      60
<PAGE>

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

-------------------------
Name:



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

-------------------------
Name:



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

-------------------------
Name:



                                      61