<PAGE>   1
                                                                  Execution Copy

                                                                   Exhibit 10.24

                                  LOAN FACILITY


                                     between


                           MORTGAGE MANAGEMENT LIMITED
                                   as Borrower


                                       and


                          GREENWICH INTERNATIONAL, LTD.
                                    as Lender


                                       and


                        CITY MORTGAGE CORPORATION LIMITED

                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171-360 3600
                               Fax: 0171-626 7937
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                                    CONTENTS


Clause                                                              Page No.
------                                                              --------

1.    INTERPRETATION......................................................  2

2.    THE FACILITY AND PURPOSE............................................ 17

3.    AVAILABILITY........................................................ 18

4.    DRAWINGS............................................................ 21

5.    CANCELLATION........................................................ 24

6.    INTEREST ON ADVANCES................................................ 24

7.    REPAYMENT........................................................... 25

8.    EXAMINATION OF MORTGAGE FILES....................................... 26

9.    EVIDENCE OF DEBT.................................................... 27

10.   TAXES............................................................... 27

11.   INCREASED COSTS..................................................... 29

12.   ILLEGALITY.......................................................... 30

13.   PAYMENTS............................................................ 30

14.   REPRESENTATIONS AND WARRANTIES...................................... 30

15.   REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES............... 38

16.   UNDERTAKINGS........................................................ 40

17.   DEFAULT............................................................. 46

18.   DEFAULT INTEREST.................................................... 51

19.   CURRENCY OF ACCOUNT................................................. 51

20.   SET-OFF............................................................. 52

21.   CALCULATION OF INTEREST............................................. 52

22.   COSTS AND EXPENSES.................................................. 52
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23.   RELEASE FEES........................................................ 53

24.   REMEDIES AND WAIVERS................................................ 53

25.   CONFIDENTIALITY..................................................... 53

26.   NOTICES............................................................. 53

27.   SEVERABILITY........................................................ 54

28.   WAIVER.............................................................. 55

29.   ASSIGNMENT.......................................................... 55

30.   FURTHER ASSURANCE................................................... 56

31.   GOVERNING LAW....................................................... 56

SCHEDULE 1 FORM OF DRAWDOWN REQUEST(INITIAL ADVANCE)...................... 58

FORM OF DRAWDOWN REQUEST(REVOLVING ADVANCES).............................. 59

SCHEDULE 2AFORMS OF SOLVENCY CERTIFICATE.................................. 61

SCHEDULE 2B............................................................... 62

SCHEDULE 3MORTGAGE LOAN DOCUMENTS......................................... 63
<PAGE>   4

THIS AGREEMENT is made on         February 1998 between:

(1)   MORTGAGE MANAGEMENT LIMITED, a company incorporated under the laws of
      England and Wales, registered number 2002263 whose registered office is at
      Cityscape House, Croxley Business Park, Watford, Herts, WD1 8YF (the
      "Borrower"); and

(2)   GREENWICH INTERNATIONAL, LTD., a company incorporated under the laws of
      Bermuda, whose branch office is in the United Kingdom is at 1 Jermyn
      Street, 9th Floor, London (the "Lender"); and

(3)   CITY MORTGAGE CORPORATION LIMITED, a company incorporated under the laws
      of England and Wales, registered number (3043776) whose registered office
      is at Cityscape House, Croxley Business Park, Watford, Herts, WD1 8YF
      ("CMC" )

WHEREAS:-

(1)   CMC and the Lender have entered into the Mortgage Loan Purchase Agreement
      and the Commitment Letter pursuant to which Mortgage Loans may be sold by
      CMC and its Originating Subsidiaries to the Lender.

(2)   CMC and CMF have entered into the Origination and Purchase Agreement and
      CMF and the Lender have entered into the Supplemental Agreement pursuant
      to which Mortgage Loans may, in lieu of being sold by CMC and its
      Originating Subsidiaries to the Lender under the Mortgage Loan Purchase
      Agreement and Commitment Letter, be sold by CMC and its Originating
      Subsidiaries to CMF and, immediately thereafter, by CMF to the Lender.

(3)   Mortgage Loans originated by Originating Subsidiaries and by third parties
      (subsequently sold to CMC) have, from time to time, been sold by CMC or
      such Originating Subsidiaries to the Lender pursuant to the Sale and
      Purchase Agreements.

(4)   Certain of the Mortgage Loans sold to the Lender pursuant to the foregoing
      agreements have been subsequently securitised under the Securitisations.

(5)   The FPD Loans were purchased by CMF from the Lender on 31 July, 1997
      pursuant to the FPD Loan Purchase Agreement and the purchase was funded by
      a loan made available by the Lender secured by the FPD Loan Charge.

(6)   The Existing Mortgage Loans are serviced by the Servicer pursuant to the
      Servicing Agreement.

(7)   The Borrower is a wholly owned subsidiary of CMC.

(8)   Pursuant to a letter dated 25 February 1998, the Lender issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Commitment Letter and the Mortgage Loan Purchase Agreement.


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(9)   CMC, the Servicer and the Lender have agreed to provide the financing
      arrangements relating to the Existing Mortgage Loans and New Production
      Mortgage Loans and as part of those arrangements the Lender has agreed to
      make available the Facility to the Borrower on the terms and subject to
      the conditions of this Agreement so as to enable the Borrower to purchase
      the Existing Mortgage Loans and to finance the purchase by the Borrower of
      New Production Mortgage Loans.

(10)  CMC has agreed to indemnify the Lender in respect of inter alia, the
      obligations of the Borrower under this Agreement.

1. INTERPRETATION

1.1   Definitions

      In this Agreement (including the recitals hereto) the following terms
      shall have the respective meanings set forth below:-

      "Account Assignments" means the Borrower Collection Account Assignment,
      the Borrower Funding Account Assignment and the CMC Proceeds Account
      Assignment.

      "Account Bank" means National Westminster Bank Plc or such other bank or
      financial institution as may be substituted as account bank with the prior
      written consent of the Lender.

      "Advance" means, save as otherwise provided herein, an advance (as from
      time to time reduced by repayment and prepayment) made or to be made by
      the Lender hereunder pursuant to the Term Loan or the Revolving
      Commitment.

      "Advance Date" means each date on which the Lender from time to time shall
      make Advances to fund purchase of Mortgage Loans hereunder.

      "Advance Date Principal Balance" means as to any Mortgage Loan, the unpaid
      principal balance thereof as of the related Advance Date (or, if later,
      the date of origination of such Mortgage Loan) provided that (unless
      otherwise agreed between the Lender and the Borrower) such unpaid
      principal balance shall be calculated after application of all payments of
      principal due and received on or prior thereto, but without giving effect
      to any instalments of principal received in respect of due dates
      thereafter.

      "Agreement" means this Loan Facility Agreement, including all schedules
      and annexures hereto, which expression shall include the same as varied,
      supplemented, re-stated, extended or replaced from time to time.

      "Approved Affiliate" means each of Assured Funding Corporation Limited,
      Home Funding Corporation Limited, J&J Securities Limited and Home Mortgage
      Corporation Limited and any subsidiary (as defined in Section 736
      Companies Act 1985) of CMC


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      which is designated by the Borrower as an "Approved Affiliate" for the
      purposes of this Agreement and which is approved as such in writing by the
      Lender.

      "Assignment Agreement" means the assignment agreement to be entered into
      between the Borrower, CMF and CMC on or about the date hereof in form and
      substance satisfactory to the Lender assigning all of CMF's rights in the
      Securitisation Residuals to the Borrower.

      "ASU Policies" has the meaning attributed to it in the Debenture.

      "Available Commitment" means, at any time, the Revolving Commitment at
      such time less the principal amount of the Revolving Loan then
      outstanding.

      "Availability Period" means the period commencing on the date of this
      Agreement and ending on the earlier of:-

      (1)   the date on which the Lender ceases to be under any obligation to
            make further Advances to the Borrower hereunder pursuant to the
            terms hereof; and

      (2)   the Final Maturity Date.

      "Block Building Policies" has the meaning attributed to it in the
      Debenture.

      "Block Life Policies" has the meaning attributed to it in the Debenture.

      "Borrower Collection Account" means the account in the name of the
      Borrower with the Account Bank number 36140058 charged in favour of the
      Lender pursuant to the Borrower Collection Account Assignment.

      "Borrower Collection Account Assignment" means the assignment agreement in
      relation to the Borrower Collection Account dated on or about the date
      hereof in form and substance satisfactory the Lender to be granted by the
      Borrower in favour of the Lender.

      "Borrower Funding Account" means an account in the name of the Borrower at
      the Account Bank number 36140066 charged in favour of the Lender under the
      Borrower Funding Account Assignment.

      "Borrower Funding Account Assignment" means the assignment agreement in
      relation to the Borrower Funding Account dated on or about the date hereof
      in form and substance satisfactory to the Lender to be granted by the
      Borrower in favour of the Lender.

      "Borrower Share Charge" means the share charge to be entered into on or
      about the date hereof in form and substance satisfactory to the Lender by
      CMC over all of its shares in the Borrower in favour of the Lender.


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      "Borrower Working Capital Account" means the account in the name of the
      Borrower with the Account Bank number 36140074 charged by way of floating
      charge in favour of the Lender pursuant to the Debenture.

      "Business Day" means a day (other than a Saturday or Sunday) on which
      banks are generally open for business in London and New York.

      "CCA" means the Consumer Credit Act 1974.

      "Cityscape" means Cityscape Corp., a Delaware corporation.

      "CMC Charge" means the charge to be entered into on or about the date
      hereof in form and substance satisfactory to the Lender creating first
      fixed charges and assignments over the Securitisation Residuals to be
      granted by CMC in favour of the Lender.

      "CMC Collection Account" means account number 76694895 with the Account
      Bank utilised for the time being for the purpose of collection of sums
      payable by Mortgagors under all Mortgage Loans originated by CMC and J&J.

      "CMC Collection Account Declaration of Trust" means the declaration of
      trust dated 21 March 1996, as supplemented by all supplemental
      declarations of trust relating thereto, pursuant to which trusts over all
      amounts credited from time to time to the CMC Collection Account are
      constituted in favour of, inter alia, the Lender, CMF, certain Issuers and
      the trustee under each Securitisation Receivables Trust.

      "CMC Floating Charge" means the lightweight floating charge to be entered
      into on or about the date hereof in form and substance satisfactory to the
      Lender whereby CMC will grant a floating charge over all of its
      undertaking and assets in favour of the Lender.

      "CMC Proceeds Account" means the account of CMC with the Account Bank
      number 36140082 charged in favour of the Lender under the CMC Proceeds
      Account Assignment.

      "CMC Proceeds Account Assignment" means the assignment agreement in
      relation to the CMC Proceeds Account to be entered into on or about the
      date hereof in form and substance satisfactory to the Lender to be granted
      by CMC in favour of the Lender.

      "CMF" means City Mortgage Funding 1 Limited, incorporated under the laws
      of England and Wales, number 3299937, whose registered office is at
      Cityscape House, Croxley Business Park, Watford.

      "CMF Collection Account" means an account in the name of CMF with the
      Account Bank number 95660208.

      "CMF Collection Account Declaration of Trust" means the declaration of
      trust dated 30 April 1997, as supplemented by all supplemental
      declarations of trust relating thereto,


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      pursuant to which trusts over all amounts credited from time to time to
      the CMF Collection Account are constituted in favour of, inter alia, the
      Lender and City Mortgage Receivables 6 plc.

      "CMS Share Charge" means the charge to be entered into on or about the
      date hereof in form and substance satisfactory to the Lender by CMC over
      all of its shares in CMS in favour of the Lender.

      "Collateral Value" has the meaning attributed to it in the Proceeds
      Agreement.

      "Collateral Security" has the meaning attributed to it in the Debenture.

      "Collection Accounts" means the CMC Collection Account, the GFS Master
      Collection Account and the Greyfriars Originator Collection Accounts.

      "Commitment Letter" means the letter agreement dated 28 March, 1996
      between CMC and the Lender.

      "Contingency Policies" has the meaning attributed to it in the Debenture.

      "Counter Indemnity" means the counter indemnity to be entered into on or
      about the date hereof between CMC and the Borrower in respect of the
      Indemnity, in form and substance satisfactory to the Lender.

      "Current Mortgage Loans" means, at any time, all Mortgage Loans purchased
      by the Lender under the Mortgage Loan Purchase Agreement on or after the
      date of this Agreement other than such of those Mortgage Loans as shall,
      by the relevant time, have been subject to a Disposition or shall have
      been redeemed.

      "Debenture" means the debenture to be entered into on or about the date
      hereof in form and substance satisfactory to the Lender by the Borrower in
      favour of the Lender creating fixed and floating charges over all of the
      Borrower's undertaking and assets.

      "Delinquent Loans" has the meaning attributed thereto in the Mortgage
      Transfer Agreement.

      "Distribution Date" shall have the meaning attributed to it in the
      Proceeds Agreement.

      "Drawdown Request" means the form of written request for an Advance to be
      delivered by the Borrower to the Lender prior to the relevant Advance
      Date, substantially in the form set out in Schedule 1.

      "Due Date" means the due date for payment by the Mortgagor of principal
      and/or interest under the terms of the relevant Mortgage Loan.


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      "English Mortgage Loan" means a Mortgage Loan secured over a Mortgaged
      Property situated in England or Wales.

      "Event of Default" means any one of the conditions or circumstances
      referred to in clause 17.

      "Existing Mortgage Loans" means those Mortgage Loans to be purchased by
      the Borrower from, inter alia, the Lender and CMF pursuant to the terms of
      the Mortgage Transfer Agreement.

      "Facility" means the facility granted to the Borrower by the Lender under
      this Agreement.

      "Facility Office" means the office of the Lender through which it makes
      any Advance to the Borrower.

      "Final Maturity Date" means 30 December 1998.

      "First Pay Default Mortgage Loans" means, any Existing Mortgage Loan and
      New Production Mortgage Loan financed by the Lender hereunder in respect
      of which the Mortgagor shall have failed to make the First Mortgage
      Payment due thereunder within 59 days of its due date unless and until:-

      (a)   the Mortgagor has subsequently repaid the First Mortgage Payment in
            full; and

      (b)   if, pending the payment of the First Mortgage Payment in full the
            Mortgagor has also failed to pay any other Monthly Payment in full
            under the Mortgage Loan for 30 days or more, all such Monthly
            Payment shall have been paid in full.

      "FPD Loan Charge" means the charge and assignment by way of security dated
      31 July, 1997 pursuant to which CMF granted security over the FPD Loans in
      favour of the Lender to secure CMF's obligations under the loan advanced
      to finance the acquisition of the FPD Loans.

      "FPD Loan Purchase Agreement" means the agreement dated 31 July, 1997
      between the Lender and CMF pursuant to which the FPD Loans were purchased
      by CMF from the Lender.

      "FPD Loans" means any outstanding Mortgage Loan that, immediately prior to
      the date hereof, was subject to the FPD Loan Charge.

      "Further Scottish Trust Property" has the meaning given to that term in
      the Supplemental Scottish Declaration of Trust.

      "GFS Master Collection Account" means an account in the name of Greyfriars
      Financial Services Limited with the Account Bank number 80126243 to which
      are


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      credited all payments made by Mortgagors under Mortgage Loans originated
      by any Greyfriars Originator.

      "GFS Master Collection Account Declaration of Trust" means the declaration
      of trust dated 18 October 1996 (as supplemented by all supplemental
      declarations of trust relating thereto) constituting trusts over all
      amounts standing to the credit or the GFS Master Collection Account in
      favour of, inter alia, the Lender, CMF, certain Issuers and the trustees
      of each Securitisation Receivables Trust.

      "Greyfriars Originator" means each of Home Funding Corporation Limited,
      Assured Funding Corporation Limited and Home Mortgages Corporation
      Limited.

      "Greyfriars Originator Collection Accounts" has the meaning attributed
      thereto in the Greyfriars Originator Collection Account Declaration of
      Trust.

      "Greyfriars Originator Collection Account Declaration of Trust" means the
      declaration of trust dated 18 October 1996 (as supplemented by all
      supplemental declarations of trust relating thereto) constituting trusts
      (declared by, inter alia, each Greyfriars Originator) over all amounts
      standing to the credit of the Greyfriars Originator Collection Accounts in
      favour of, inter alia, the Lender, CMF, certain Issuers and the trustees
      of each Securitisation Receivables Trust.

      "holding company" of a company or corporation means any company or
      corporation of which the first-mentioned company or corporation is a
      subsidiary.

      "Indebtedness" means any obligation (whether incurred as principal,
      cautioner or surety) for the payment or repayment of money in respect of:

      (a)   monies borrowed and debit balances at banks;

      (b)   any loan note, bond, note, loan stock, commercial paper, debenture
            or other security;

      (c)   any acceptance or documentary credit;

      (d)   any receivable sold or discounted (otherwise than on a non-recourse
            basis);

      (e)   the capital value of any lease (whether in respect of land,
            machinery, equipment or otherwise) entered into primarily as a
            method of raising finance or financing the acquisition of the asset
            leased;

      (f)   any currency or interest swap, cap, collar, floor or corridor
            transaction, any repurchase or reverse repurchase transaction, any
            foreign exchange, spot or forward transaction, any stock lending
            transaction, any financial option, or any combination of any of the
            foregoing; or


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      (g)   without double counting, any guarantee, indemnity or contingent
            liability in respect of any borrowings of any person of a type
            referred to in (a) to (f) above but only to the extent the
            borrowings thereby guaranteed or indemnified against are
            outstanding.

      "Indemnity" means the indemnity to be given by CMC on or about the date
      hereof in form and substance satisfactory to the Lender indemnifying,
      inter alia, the Lender for, inter alia, the obligations of the Borrower
      under this Agreement.

      "Initial Advance" means the advance of the Term Loan.

      "Initial Revolving Advance" means the Advance in the amount of
      (pound)21,215,886.71 to be made under the Revolving Facility to finance
      the purchase by the Borrower of Existing Mortgage Loans acquired by the
      Lender under the Mortgage Loan Purchase Agreement on or after 1 January,
      1998.

      "Initial Undertaking" means an undertaking in favour of the Lender given,
      in relation to any proposed Advance, by the relevant Solicitor or
      Solicitors, undertaking, inter alia, to hold the Advance to the order of
      the Lender pending advance of funds under the relevant New Production
      Mortgage Loan, in each case in or substantially in the form set out in the
      Letter Agreement.

      "Interest Payment Date" means the 15th day of each month unless that day
      is not a Business Day in which case the Interest Payment Date shall be the
      immediately preceding day which is a Business Day.

      "Interest Period" means, for each Advance, each of the following periods:

      (a)   the period commencing on (and including) the day the relevant
            Advance is made and ending on (but excluding) the next following
            Interest Payment Date; and

      (b)   thereafter, each period commencing on (and including) an Interest
            Payment Date and ending on (but excluding) the next following
            Interest Payment Date,

      provided that any Interest Period which would otherwise overrun the Final
      Maturity Date or the Repayment Date (of the relevant Advance) shall end
      upon whichever is the earlier of the Final Maturity Date or the relevant
      Repayment Date.

      "Insurance Policies" has the meaning attributed to it in the Debenture.

      "Interim Servicing Agreement" means the interim servicing agreement in
      form and substance satisfactory to the Lender to be entered into on or
      about the date hereof between the Borrower, the Lender and CMS.

      "Issuers" means each of City Mortgage Receivables 1 Plc (Company No.
      3126751), City Mortgage Receivables 2 Plc (Company No. 3245450), City
      Mortgage Receivables 3 Plc


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      (Company No. 3245445), City Mortgage Receivables 4 Plc (Company No.
      3246090), City Mortgage Receivables 5 Plc (Company No. 3304205) and City
      Mortgage Receivables 6 Plc (Company No. 3328209).

      "J&J" means J&J Securities Limited, a company incorporated in England and
      Wales under number 1335672 whose registered office is at Cityscape House,
      Croxley Business Park, Watford, Herts, WD1 8YF.

      "Late Interest Payment Distribution Date" has the meaning attributed to it
      in the Proceeds Agreement.

      "Letter Agreement" means a letter of 26 February 1998 addressed to
      Mortgage Management Limited, Bernard Elliston Sandler & Co and Tomlinsons.

      "LIBOR" in respect of a particular period and in relation to an Advance or
      other amount in respect of which an interest rate is to be determined
      pursuant to this Agreement, means the percentage interest rate per annum
      for the time being offered in the London Interbank Market to prime banks
      for sterling deposits for the relevant period at or about 11.00 a.m.
      (London time) on the first day of such period as published on the relevant
      page of The Bloomberg (Bloomberg L.P.) under the heading "Money Market -
      Money Market Rates".

      "Loan Value" has the meaning attributed to it in the Proceeds Agreement.

      "Manuals" has the meaning attributed to it in the Interim Servicing
      Agreement or, after execution of the same, the Substitute Servicing
      Agreement.

      "Margin" means 2.0 per cent per annum.

      "MHA Documentation" means in relation to any Scottish Mortgage Loan, any
      affidavit, consent or renunciation granted in terms of the Matrimonial
      Homes (Family Protection) (Scotland) Act 1981 given in connection with
      such Scottish Mortgage Loan or the Mortgaged Property secured thereunder.

      "Minded to Revoke Notice" means any notice given under section 32 of the
      CCA.

      "MIRAS Scheme" means the mortgage interest relief at source scheme
      specified in section 369 of the Income and Corporation Taxes Act 1988.

      "Mortgage Deed" means in relation to each Mortgage Loan, the deed creating
      the charge by way of first or subsequent ranking legal mortgage or first
      or subsequent ranking Standard Security over the relevant Mortgaged
      Property, and incorporating the terms and conditions on which the relevant
      advance to the Mortgagor was made.

      "Mortgage File" means the Mortgage Loan Documents pertaining to a
      particular Mortgage Loan, together with the related mortgage application
      forms completed by the relevant Mortgagor(s), credit agency checks, if
      any, carried out in respect of such


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      Mortgagor(s), correspondence files and all other material documents,
      papers and computer records held by or for the relevant Originator in
      respect of the particular Mortgage Loan.

      "Mortgage Indemnity Policies" has the meaning attributed to it in the
      Debenture.

      "Mortgage Loan" means the relevant loan (and, as the context admits, all
      security therefor and all rights and entitlements of the relevant
      Originator in relation thereto) made by an Originator to a Mortgagor
      secured by a first or junior ranking legal mortgage or first or junior
      ranking Standard Security in favour of the Originator over the relative
      Mortgaged Property.

      "Mortgage Loan Documents" means the documents listed in Schedule 3
      pertaining to any Mortgage Loan.

      "Mortgage Loan Package" means the Mortgage Loans purchased on an Advance
      Date or, if later, the date on which the Lender receives a Solicitors
      Undertaking in relation thereto.

      "Mortgage Loan Proceeds" has the meaning attributed to it in the Proceeds
      Agreement.

      "Mortgage Loan Purchase Agreement" means an agreement dated 14 June 1996
      between the Lender (1) and CMC (2) whereby the Lender has agreed to
      purchase and CMC has agreed to sell Mortgage Loans originated by CMC and
      its Approved Affiliates.

      "Mortgage Payment" has the meaning attributed to it in the Proceeds
      Agreement.

      "Mortgage Loan Schedule" means the schedule of Mortgage Loans annexed to
      each Drawdown Request.

      "Mortgage Transfer Agreement" means the mortgage transfer agreement to be
      entered into on or about the date hereof in form and substance
      satisfactory to the Lender between the Lender, CMF, the Borrower, CMC and
      each Approved Affiliate.

      "Mortgaged Properties" means each and all (as the context admits) freehold
      and/or leasehold properties in England or Wales mortgaged under and/or
      properties held on heritable title or long lease in Scotland secured under
      the relative Mortgage Deeds.

      "Mortgagor" means the party (or parties) referred to as such or as "the
      Borrower"in the relevant Mortgage Deed.

      "New Production Mortgage Loans" means Mortgage Loans originated by CMC and
      any of its Approved Affiliates on or after the date hereof.

      "New Production Power of Attorney" means a power of attorney, in or
      substantially in the form set out in Schedule 1 to the New Production
      Purchase Agreement, to be given


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<PAGE>   14

      by CMC, and each other Approved Affiliate in relation to New Production
      Mortgage Loans.

      "New Production Purchase Agreement" means the mortgage transfer agreement
      to be entered into on or about the date hereof between, inter alia, the
      Borrower, CMC and each Approved Affiliate in form and substance
      satisfactory to the Lender.

      "OFT" means the Office of Fair Trading.

      "OFT Guidelines" means the guidelines issued by the OFT relating to the
      non-status lending market in effect from time to time.

      "Originating Subsidiaries" means subsidiaries or affiliates of CMC which
      have acceded to the Mortgage Loan Purchase Agreement from time to time so
      as to become Sellers (as defined therein) thereunder.

      "Origination and Purchase Agreement" means the origination and purchase
      agreement dated 27 March, 1997 between CMC, CMF and certain subsidiaries
      of CMC pursuant to which Mortgage Loans are sold by CMC and the
      subsidiaries to CMF.

      "Originator" means the originator of any Mortgage Loan.

      "Potential Event of Default" means any event which with the giving of
      notice or the passing of time or both or the occurrence of any other event
      will become an Event of Default.

      "PIP Policies" has the meaning attributed to it in the Debenture.

      "Principal" means, with respect to any Mortgage Loan, any payment or other
      recovery of principal of such Mortgage Loan, which is received by or on
      behalf of the Borrower.

      "Proceeds" has the meaning attributed to it in the Proceeds Agreement.

      "Proceeds Agreement" means the proceeds agreement to be entered into on or
      about the date hereof between the Lender, the Borrower, CMC, CMS and CMF
      relating to the application and distribution of Proceeds, in form and
      substance satisfactory to the Lender.

      "Registers of Scotland" means the Land Register of Scotland and/or the
      General Register of Sasines.

      "Regulated Mortgage Loan" means a Mortgage Loan that is a regulated or
      partly regulated agreement for the purposes of the Consumer Credit Act
      1974.

      "Repayment Date" means in relation to any Advance, the date which shall be
      180 days following its Advance Date or the Final Maturity Date, whichever
      is the earlier.


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<PAGE>   15

      "Restructuring Agreement" means the Restructuring Agreement dated as of 15
      January 1998 between the Lender and CMC.

      "Revolving Advance" means an Advance drawn under the Revolving Facility
      including, unless otherwise stated, the Initial Revolving Advance.

      "Revolving Commitment" means (pound)30,000,000 (thirty million pounds) or
      such greater amount as may be agreed by the Lender pursuant to clause 2.6.

      "Revolving Facility" means the revolving credit facility made available
      pursuant to clause 2.1(b).

      "Revolving Loan" means the aggregate of Advances drawn down against the
      Revolving Commitment by the Borrower (including, for the avoidance of
      doubt, the Initial Revolving Advance) save to the extent that any such
      Advances have been repaid to the Lender.

      "Sale and Purchase Agreements" means the sale and purchase agreement dated
      23 April, 1996 between, inter alia, CMC and the Lender pursuant to which
      certain loans originated by J&J Securities and by UK Credit were sold to
      the Lender and the sale agreement between the Lender, CMC, CMF and
      Cityscape dated 14 June, 1996 pursuant to which mortgage loans originated
      by certain companies acquired by CMC on 14 June, 1996 were sold to the
      Lender.

      "Scottish Declaration of Trust" means a declaration of trust over Scottish
      Mortgage Loans and their related Collateral Security granted by the
      relevant Originator in favour of the Borrower in accordance with Clause
      4.2(c) of and substantially in the form set out in Schedule 10 of the
      Mortgage Transfer Agreement relating to the Existing Mortgage Loans.

      "Scottish Mortgage Loan" means a mortgage Loan secured over a Mortgaged
      Property situated in Scotland.

      "Scottish Transfers" means (a) with respect to an Existing Mortgage Loan,
      the assignations by the relevant Originators in favour of the Borrower in
      respect of the Scottish Mortgage Loans and their Collateral Security in
      accordance with Clause 4.2(b) of and substantially in the form set out in
      Parts A and B of Schedule 4 of the Mortgage Transfer Agreement or (b) with
      respect to New Production Mortgage Loans, in accordance with clause 2.1 of
      and substantially in the form set out in Schedules 7 and 8 of the New
      Production Purchase Agreement.

      "Scottish Trust Property" has the meaning given to that term in any
      Scottish Declaration of Trust.


                                       12
<PAGE>   16

      "Securitisation Bank Agreements" means the bank agreements dated 21 March
      1996, 18 October 1996, 31 October 1996, 31 January 1997 and 30 April 1997
      in relation to the Securitisations.

      "Securitisation Receivables Trust" has the meaning attributed to it in the
      Proceeds Agreement.

      "Securitisation Residuals" has the meaning attributed to it in the
      Proceeds Agreement.

      "Securitisation Residual Proceeds" has the meaning attributed to it in the
      Proceeds Agreement.

      "Securitisation Collection Account Trusts" means the CMC Collection
      Account Declaration of Trust, the CMF Collection Account Declaration of
      Trust, the GFS Master Collection Account Declaration of Trust and the
      Greyfriars Originator Collection Account Declaration of Trust.

      "Securitisations" means each of the six securitisations of Mortgage Loans
      originated by CMC and certain of its subsidiaries, effected through sales
      of the Mortgage Loans to the Issuers on 21 March, 1996, 18 October, 1996,
      31 October, 1996, 31 January, 1997 and 30 April, 1997.

      "Security" includes any mortgage, sub mortgage, fixed or floating charge,
      sub charge, encumbrance, lien, pledge, hypothecation, absolute assignment,
      assignment by way of security, or title retention arrangement, and any
      agreement or arrangement having substantially the same economic or
      financial effect as any of the foregoing (including any "hold back" or
      "flawed asset" arrangement).

      "Security Documents" means the Debenture, (and each further security
      document executed pursuant thereto including any Supplemental Deed of
      Charge) the CMC Charge, the CMC Floating Charge, the Borrower Share
      Charge, the CMS Share Charge and the Account Assignments.

      "Servicer" or "CMS" means City Mortgage Servicing Limited (company number
      3043775).

      "Servicing Agreement" means an agreement dated 14 June 1996 between the
      Lender, CMC and the Servicer relating to the servicing of the Mortgage
      Loans purchased by the Lender under the Mortgage Loan Purchase Agreement
      and Commitment Letter.

      "Software Licences" means each of:- (a) a licence between CMC and Suburban
      & Provincial Management Limited dated 16 June 1995, as amended by a deed
      of variation of same date (the "CMC Licence"); and (b) a licence between
      CMS and Suburban & Provincial Management Limited dated 1 May 1995, as
      varied by a deed of variation of 16 June 1995 (the "CMS Licence").


                                       13
<PAGE>   17

      "Solicitors" means each of Tomlinsons, Bernard Elliston Sandler & Co,
      Turner MacFarlane Green (in relation to Scottish Mortgage Loans) and each
      other firm of solicitors approved in writing by the Lender, each
      comprising a minimum of two partners holding current practising
      certificates issued by the Law Society or the Law Society of Scotland,
      engaged by CMC or the Originator to undertake conveyancing and/or security
      enforcement services in relation to Mortgaged Properties, and who carry
      professional indemnity insurance in the sum of at least (pound)1,000,000
      for each and every claim against them by any party in any one year or such
      increased amount as may from time to time be prescribed by the Lender,
      acting reasonably.

      "Solicitors Undertaking" means with respect to each New Production
      Mortgage Loan the purchase of which is to be funded by an Advance made
      hereunder, a Solicitors' certificate and undertaking in or substantially
      in the form set out in the Letter Agreement.

      "Standard Security" means a standard security in terms of the Conveyancing
      and Feudal Reform (Scotland) Act 1970.

      "Standby Servicer" means Guardian Mortgage Services Limited.

      "Standby Servicing Agreement" means any standby servicing agreement in
      form and substance satisfactory to the Lender entered into between, inter
      alia, the Borrower, the Lender and the Standby Servicer relating to
      servicing of the Existing Mortgage Loans and New Production Mortgage Loans
      financed under this Agreement.

      "Subordinated Loan Agreement" means the subordinated loan agreement to be
      entered into between CMC, the Borrower and the Lender on or about the date
      of this Agreement in form and substance acceptable to the Lender.

      "subsidiary" has the meaning given to it by section 736 of the Companies
      Act 1985 save that references therein to company shall be deemed to
      include a company which has not been formed and registered under the
      Companies Act 1985.

      "Substitute Servicing Agreement" means the servicing agreement in form and
      substance satisfactory to the Lender to be entered into pursuant to clause
      16.3 between, inter alia, the Borrower, the Lender and CMS relating to the
      servicing of the Existing Mortgage Loans and New Production Mortgage Loans
      financed under this Agreement and which shall include provisions which
      address, in all material respects, those matters referred to in a letter
      of even date herewith between the Lender and CMC referenced "Substitute
      Servicing Agreement".

      "Supplemental Agreement" means the agreement dated 27 March, 1997 between
      CMC, CMF, the Lender and certain subsidiaries of CMC pursuant to which
      mortgage loans purchased by CMF under the Origination and Purchase
      Agreement are sold by CMF to the Lender.


                                       14
<PAGE>   18

      "Supplemental Deed of Charge" means any assignation in security made by
      the Borrower in favour of the Lender pursuant to the Debenture.

      "Supplemental Scottish Declaration of Trust" means any declaration of
      trust over Scottish Mortgage Loans and their related Collateral Security
      granted by the relevant Originator in favour of the Borrower in accordance
      with clause 6(b) of the Debenture and substantially in the form set out in
      Schedule 9 of the New Production Purchase Agreement.

      "Term" means save as otherwise provided herein, in relation to any
      Advance, the period commencing on (and including) the date on which such
      Advance is made and ending on (but excluding) the Repayment Date relating
      to such Advance.

      "Term Loan" means a loan of the amount of (pound)187,428,993.42 to be made
      available to finance the purchase of all Existing Mortgage Loans acquired
      by the Lender under the Mortgage Loan Purchase Agreement prior to 1
      January 1998.

      "Term Loan Repayment Date" means the date which shall be 180 days after
      the date on which the Term Loan is drawn or the Final Maturity Date,
      whichever is the earlier.

      "Transaction Documents" means this Agreement, the Security Documents, the
      Indemnity, the Interim Servicing Agreement, the Proceeds Agreement, the
      Mortgage Transfer Agreement, the New Production Purchase Agreement, the
      Subordinated Loan Agreement, the Assignment Agreement each Supplemental
      Scottish Declaration of Trust, each Scottish Declaration of Trust and each
      Scottish Transfer and each other document at any time entered into between
      all or any of CMC, the Borrower, the Lender, any Approved Affiliate, CMF,
      CMS and any third party and which is either expressed to be a Transaction
      Document, agreed to be a Transaction Document or is entered into pursuant
      to or in connection with any document which is a Transaction Document.

      "Transfer" has the meaning attributed to it in the Mortgage Transfer
      Agreement.

      "Undertaking" means the undertaking to be given by CMC to the Borrower on
      or about the date hereof, in form and substance satisfactory to the
      Lender.

      "Underwriting Guidelines" means the underwriting guidelines published by
      CMC or any Approved Affiliate in effect as at the date hereof, as the same
      may be amended or supplemented from time to time with the prior written
      consent of the Lender.

      the "Lender" shall be construed so as to include its and any subsequent
      successors and assigns in accordance with their respective interests.

      a "month" is a reference to a period starting on one day in a calendar
      month and ending on the numerically corresponding day in the next
      following calendar month; provided that, where any such period would
      otherwise end on a day which is not a Business Day, it shall end on the
      following succeeding Business Day, unless that day falls in the


                                       15
<PAGE>   19

      calendar month next following that in which it would otherwise have ended,
      in which case it shall end on the immediately preceding Business Day; and
      provided further that, if there is no numerically corresponding day in the
      next following calendar month, that period shall end on the last Business
      Day in that next following calendar month (and references to "months"
      shall be construed accordingly).

      a "person" shall be construed as a reference to any person, firm, company,
      corporation, government, state or agency of a state or any association or
      partnership (whether or not having separate legal personality) of two or
      more of the foregoing.

      "repay" (or any derivative form thereof) shall, subject to any contrary
      indication, be construed to include "prepay" (or, as the case may be, the
      corresponding derivative form thereof).

      "tax" shall be construed so as to include any present or future tax, levy,
      impost, duty or other charge of a similar nature (including any penalty or
      interest payable in connection with any failure to pay or any delay in
      paying any of the same).

      "VAT" shall be construed as a reference to value added tax including any
      similar tax which may be imposed in place thereof from time to time.

      the "winding-up", "dissolution" or "administration" of a company or
      corporation shall be construed so as to include any equivalent or
      analogous proceedings under the law of the jurisdiction in which such
      company or corporation is incorporated or any jurisdiction in which such
      company or corporation carries on business including the seeking of
      liquidation, winding-up, reorganisation, dissolution, administration,
      arrangement, adjustment, protection or relief of debtors.

1.2   Interpretation

      For the purposes of this Agreement except as otherwise expressly provided
      or unless the context otherwise requires:-

      (1)   accounting terms not otherwise defined herein have the meanings
            assigned to them in accordance with generally accepted accounting
            principles;

      (2)   references herein to "clauses", "sub-clauses", "paragraphs", and
            other subdivisions without reference to a document are to designated
            clauses, sub-clauses paragraphs and other subdivisions of this
            Agreement;

      (3)   reference to a sub-clause without further reference to a clause is a
            reference to such sub-clause as contained in the same clause in
            which the reference appears, and this rule shall also apply to
            paragraphs and other subdivisions;

      (4)   the words "herein", "hereof", "hereunder" and other words of similar
            import refer to this Agreement as a whole and not to any particular
            provision;


                                       16
<PAGE>   20

      (5)   headings to clauses and Schedules are for convenience only and do
            not affect the interpretation of this Agreement;

      (6)   references to a "company" shall be construed so as to include any
            company, corporation or other body corporate, wherever and however
            incorporated or established;

      (7)   references to times of the day are to London time;

      (8)   references to any agreement (including without limitation to each
            Transaction Document), shall be construed as a reference to such
            agreement as the same may be, or may from time to time have been,
            amended, modified, supplemented or restated in accordance with the
            terms of the Transaction Documents;

      (9)   "(pound)", "pounds" and "Sterling" denote the lawful currency of the
            United Kingdom;

      (10)  any reference in this Agreement to a statute shall be construed as a
            reference to such statute as the same may have been, or may from
            time to time be, amended, modified or re-enacted.

2. THE FACILITY AND PURPOSE

2.1   The Lender hereby grants to the Borrower a credit facility comprising:-

      (1)   the Term Loan; and

      (2)   a revolving credit facility in the maximum aggregate principal
            amount of (pound)30,000,000 (thirty million pounds) or such greater
            amount as may be agreed by the Lender in writing from time to time
            pursuant to clause 2.6 or such lesser amount following a
            cancellation pursuant to Clause 5,

      on and subject to the terms of this Agreement.

2.2   At no time may the aggregate principal amount of Advances drawn under the
      Revolving Facility hereunder exceed the Revolving Commitment.

2.3   The Initial Advance and the Initial Revolving Advance will be used by the
      Borrower for the sole purpose of financing the purchase of the Existing
      Mortgage Loans from the Lender and CMF on the terms of the Mortgage
      Transfer Agreement.

2.4   Advances drawn under the Revolving Commitment other than the Initial
      Revolving Advance will be used by the Borrower for the sole purpose of
      financing the origination or purchase of New Production Mortgage Loans by
      or from CMC and its Approved Affiliates which shall be transferred to the
      Borrower on the terms of and pursuant to the New Production Purchase
      Agreement.


                                       17
<PAGE>   21

2.5   The Lender shall not be obliged to concern itself with the application of
      amounts borrowed by the Borrower under this Agreement and application by
      the Borrower of funds so borrowed contrary to the provisions of clauses
      2.3 and 2.4 shall not prejudice the Lender's rights hereunder or under any
      other Transaction Document.

2.6   The Lender will review the Revolving Commitment in good faith for possible
      increase when each of the following conditions is fulfilled:-

      (1)   70% (seventy per cent) or more (in aggregate) of the Term Loan and
            the Initial Revolving Advance shall have been repaid;

      (2)   the ratio (expressed as a percentage) of outstanding Advances to
            aggregate Collateral Value must not have been greater than 90% as of
            the two immediately preceding Interest Payment Dates (after
            application of monies on those dates); and

      (3)   the ratio (expressed as a percentage) of outstanding Advances to
            aggregate Loan Value must not have been greater than 100% as of the
            two immediately preceding Interest Payment Dates (after application
            of monies on those dates).

2.7   The Lender shall cease to be obliged to make any Advances hereunder on the
      Final Maturity Date and any undrawn portion of the Revolving Commitment
      shall be automatically cancelled on that date.

3.    AVAILABILITY

3.1   The Facility will not become available to the Borrower and the Lender
      shall be under no obligation to make any Advance hereunder until each of
      the following conditions precedent shall have been fulfilled to the
      satisfaction of the Lender:-

      (1)   the Lender shall have received each of the following documents, each
            in form and substance satisfactory to it:-

            (1)   a certified copy of the Certificate of Incorporation and
                  Memorandum and Articles of Association of each of the
                  Borrower, CMC, CMF, the Servicer and each Approved Affiliate,
                  each duly certified by the secretary or a director of the
                  relevant company as true, accurate and complete as at the date
                  of drawing of the Initial Advance;

            (2)   originals (or, where the Lender is not party to the relevant
                  document, copies) of each of the following documents, duly
                  executed by each party thereto other than the Lender:-

                  (1)   the Indemnity, Counter Indemnity and Undertaking;


                                       18
<PAGE>   22

                  (2)   the Security Documents and all notices and
                        acknowledgements thereof to be given and received
                        thereunder and all consents to any such security being
                        granted, including that of each rating agency which
                        rated any Securitisation;

                  (3)   the Interim Servicing Agreement;

                  (4)   the Proceeds Agreement;

                  (5)   a New Production Power of Attorney given by each of CMC,
                        J&J and each other Approved Affiliate;

                  (6)   the Mortgage Transfer Agreement;

                  (7)   the Deeds of Variation (varying the Securitisation Deeds
                        of Charge and Assignment and the Securitisation
                        Mortgages Trusts Deeds);

                  (8)   the New Production Purchase Agreement; and

                  (9)   the Subordinated Loan Agreement.

            (3)   a deed of release (together with related form 403) in respect
                  of the existing charge dated 30 October, 1996 granted by CMC
                  in favour of Cityscape over the Securitisation Residuals;

            (4)   in respect of each of the Borrower, CMC, the Servicer, CMF and
                  each Approved Affiliate, a copy (certified by the secretary or
                  a director of the relevant company to be true, complete and up
                  to date as at the date of drawing of the Initial Advance) of
                  all board minutes and all other resolutions and authorisations
                  passed or given in relation to the restructuring and the
                  Transaction Documents;

            (5)   in respect of each of the Borrower and each Approved
                  Affiliate, a solvency certificate in the form set out in
                  Schedule 2 A and in the case of CMC a solvency certificate in
                  the form set out in Schedule 2B dated the date of the Initial
                  Advance;

            (6)   in respect of each of the Borrower, CMC and the Servicer a
                  copy (certified by the secretary or a director of the relevant
                  company to be true, complete and up to date as at the date of
                  advance of the Initial Advance) of all consents, approvals,
                  authorisations or orders of any court or governmental agency
                  or body (including, without limitation, the OFT) required for
                  the execution, delivery and performance by it of, or
                  compliance by it with, the terms of any Transaction Document
                  or the consummation of the transactions contemplated thereby;


                                       19
<PAGE>   23

            (7)   in relation to each of the Borrower, CMC, the Servicer and
                  each Approved Affiliate a copy (certified by the secretary or
                  a director of the relevant company as in full force and
                  effect) of the Consumer Credit Act licence held by such
                  company together with evidence of registration of each such
                  company under the Data Protection Act 1984;

            (8)   duly executed account mandates in relation to the Borrower
                  Working Capital Account, Borrower Funding Account, the CMC
                  Proceeds Account and the Borrower Collection Account,
                  specifying the authorised signatories for the Borrower and, as
                  the case may be, CMC;

            (9)   Transfers and Scottish Transfers in favour of the Borrower,
                  duly executed (as appropriate in each case) by or on behalf of
                  each of CMC and each Approved Affiliate transferring legal
                  title to each Existing Mortgage Loan to the Borrower and
                  Assignments in favour of the Borrower, duly executed (as
                  appropriate in each case) by or on behalf of each of CMC and
                  each Approved Affiliate (and the Lender and CMF) transferring
                  legal title to the Collateral Security to the Borrower;

            (10)  Scottish Declarations of Trust or Supplemental Declarations of
                  Trust (as the case may be) in favour of the Borrower executed
                  by CMC and the Approved Affiliates.

      (2)   the Lender shall have received confirmation as to the identity of
            all Solicitors engaged or intended by any of the Borrower, CMC and
            any Approved Affiliate as at the date of this Agreement to be
            engaged in relation to conveyancing and/or security enforcement
            concerning Mortgaged Properties, together with evidence as to their
            respective professional indemnity insurance cover;

      (3)   the Lender shall have received written confirmation from the
            relevant insurer (or broker) that each of the Borrower and the
            Lender are named (whether through a generic endorsement or
            otherwise) as additional assureds, in respect of their respective
            interests, and that the Borrower is named as loss payee, on each
            Block Buildings Policy and each Block Life Policy (and any other
            block building or block life policy relating to any Mortgage Loan),
            in each case subject to a breach of warranty endorsement and an
            endorsement as to non-liability for premia.

      (4)   all conditions precedent under each other Transaction Document
            (other than any requirement that the Facility shall have become
            available hereunder) shall have been fulfilled;

      (5)   the Lender shall have received legal opinions, each in form and
            substance satisfactory to it, from each of the following firms:-

            (1)   Clifford Chance; and


                                       20
<PAGE>   24

            (2)   Tods Murray; and

      (6)   the memorandum and articles of association of the Borrower shall be
            in form and substance satisfactory to the Lender.

4.    DRAWINGS

4.1   Subject to:-

      (1)   The conditions precedent in Clause 3 having been fulfilled to the
            satisfaction of the Lender or waived by the Lender;

      (2)   no Event of Default or Potential Event of Default having occurred
            and subsisting unremedied (to the satisfaction of the Lender) and
            unwaived;

      (3)   there having been received from the Borrower by the Lender not later
            than 5pm (London time) on the Business Day before the date on which
            the Initial Advance and the Initial Revolving Advance is to be made
            a duly completed Drawdown Request relating thereto including a
            schedule giving required details of each Existing Mortgage Loan,

      the Lender will make the Initial Advance and the Initial Revolving Advance
      to the Borrower on the date hereof.

4.2   Subject to:-

      (1)   each condition precedent in Clause 3 having been fulfilled to the
            satisfaction of the Lender or waived by the Lender;

      (2)   no Event of Default or Potential Event of Default having occurred
            and subsisting unremedied (to the satisfaction of the Lender) and
            unwaived;

      (3)   there having been received from the Borrower by the Lender not later
            than 5pm (London time) on the Business Day before the date on which
            an Advance under the Revolving Commitment is to be made an Initial
            Undertaking in respect of each Mortgage Loan the acquisition of
            which the Borrower proposes to finance by the relevant Advance and a
            duly completed Drawdown Request (and a schedule thereto) together
            with a copy of the schedules of all Mortgage Loans to be originated
            on its behalf or, as the case may be, to be offered for sale to it
            by CMC, J&J and each relevant Approved Affiliate pursuant to the New
            Production Purchase Agreement on the relevant date and a data tape
            in respect of the relevant Mortgage Loans, in computer readable
            form, containing such information regarding the Mortgage Loans as
            was previously provided to the Lender under the Mortgage Loan
            Purchase Agreement immediately prior to the date hereof;


                                       21
<PAGE>   25

      (4)   the Lender having approved the Mortgage Loans to be financed, such
            approval to be evidenced by the Lender by signing the schedule of
            Mortgage Loans and the related Drawdown Request having deleted
            therefrom any Mortgage Loans which do not meet the Underwriting,
            Guidelines;

      (5)   no event described under 17.1 l), (m) or (n) having occurred in
            relation to any Approved Affiliate;

      (6)   the Lender having received evidence satisfactory to it that legal
            and equitable title (or in the case of Scottish Mortgage Loans an
            appropriate Scottish Declaration of Trust in its favour) to each
            Mortgage Loan to be financed will, immediately upon origination of
            the same, (subject only to completion of any necessary registration
            at HM Land Registry), be transferred to the Borrower;

      (7)   no breach of clause 16.2 having occurred in respect of a solvency
            certificate required of any Approved Affiliate (having taken account
            of the one week grace period thereunder);

      (8)   if any Originator is not an Approved Affiliate as of the date
            hereof, a New Production Power of Attorney duly executed by such
            Originator;

      (9)   no Minded to Revoke Notice having been served on CMC, the Borrower
            or any Approved Affiliate; and

      (10)  no injunction or interdict having been obtained by (or on behalf of)
            the OFT against CMC, the Borrower or any Approved Affiliate which
            relates to its respective residential mortgage lending activities
            including, without limitation, any Mortgage Loan financed hereunder,

      (11)  where the proposed Advance is to fund Mortgage Loans secured by a
            Mortgage over unregistered land where the Originator does not hold
            the title deeds to such Mortgaged Property (and in relation to which
            the Originator's legal mortgage is therefore a second or subsequent
            ranking legal mortgage protected at Central Land Charges Registry by
            registration of a C(i) Land Charge) the Lender shall have received a
            schedule of such Mortgage Loans (together in relation to such
            Mortgage Loans with the full names of the owners of such Mortgaged
            Property and the full address of that Mortgaged Property),

      the Borrower may draw additional Advances under the Revolving Commitment
      (subject to the provisions of this Agreement) Provided always that:-

            (1)   Advances may be made only on Business Days during the
                  Availability Period;


                                       22
<PAGE>   26

            (2)   each Advance shall be a minimum of (pound)100,000 or, if less
                  than (pound)100,000, the Available Commitment;

            (3)   no Advance shall be made to the extent that, if as a result
                  thereof the Revolving Loan for the time being outstanding
                  would exceed the Revolving Commitment;

            (4)   no Advance shall be made or may be requested to refinance any
                  Mortgage Loan the origination or purchase of which was
                  financed by a prior Advance under this Agreement;

            (5)   the amount of each Advance requested shall not be greater than
                  the lesser of;

                  (1)   the market value of the Mortgage Loan to be financed as
                        determined by the Lender in good faith (market values
                        (from time to time) of various categories of Mortgage
                        Loan as so determined by the Lender having been notified
                        to the Borrower by the Lender); and

                  (2)   100% (one hundred per cent) of the Advance Date
                        Principal Balance;


      (6)   any failure of condition 4.2(e) or 4.2(g) or 4.2(k) in relation to
            any Approved Affiliate (or, but only in the case of condition
            4.2(k), any failure of such condition in relation to CMC) shall not
            preclude Advances being made hereunder to fund purchases of Mortgage
            Loans originated by other Approved Affiliates.

4.3   Subject to the foregoing provisions of this Clause 4, upon receipt of a
      duly executed Drawdown Request, the Lender shall, not later than 10 am New
      York time on the date on which the Advance is to be made (or such later
      time as maybe agreed between the Borrower and the Lender), make the
      Advance requested, such Advance to be credited to the Borrower Funding
      Account or, after prior consultation with and written notice to the
      Borrower, the applicable Solicitors and CMS, to be advanced to the
      Solicitors acting for the relevant Originator in relation to the
      particular New Production Mortgage Loans, against an Initial Undertaking
      from the relevant Solicitors, and it is acknowledged (for the avoidance of
      doubt) that any Advance paid to Solicitors under clause 4.3 shall be
      deemed to have been drawn by the Borrower under this Agreement on the date
      of such payment.

4.4   If the Borrower fails for any reason whatsoever (other than as a
      consequence of a breach of the Lender's obligations) to draw down an
      Advance after a Drawdown Request has been received by the Lender (whether
      such failure be the result of the occurrence of an Event of Default or
      otherwise), the Borrower will pay to the Lender on demand such


                                       23
<PAGE>   27

      amount as the Lender certifies to be necessary to compensate for all
      losses excluding loss of Margin incurred or to be incurred on account of
      deposits acquired or arranged in order to fund the Advance. Any such
      certificate by the Lender shall be prima facie evidence of such losses.

4.5   In the event that no duly completed Solicitors Undertaking shall have been
      received by the Lender in respect of any Mortgage Loan(s) in respect of
      which an Advance shall have been made hereunder by the close of business
      on the third Business Day following the making of the Advance the Lender
      shall immediately notify the Borrower and an amount equal to the Advance,
      or such part thereof as was advanced in respect of such Mortgage Loan or
      Mortgage Loans shall become immediately due and repayable by the Borrower
      to the Lender together with accrued interest thereon.

4.6   If all or any part of any Advance made to finance a Mortgage Loan which is
      subject to the provisions of Clause 4.5 shall be held by any Solicitors
      payment in full by such Solicitors to the Lender of the amounts due under
      Clause 4.5 shall discharge the Borrower's obligation to the same.

5. CANCELLATION

5.1   The Borrower may at any time by giving not less than two Business Days
      irrevocable written notice to the Lender cancel any amount (in integral
      multiples of (pound)5,000,000) of the Revolving Commitment to the extent
      not currently outstanding or requested in a current Drawdown Request
      Provided that the cancelled amount does not reduce the Revolving
      Commitment below the outstanding principal amount of Advances drawn under
      the Revolving Commitment plus the amount of Advances requested in a
      current Drawdown Request.

5.2   During such period of notice the Borrower may not serve a Drawdown Request
      purporting to draw all or any part of the amount of the subject of such
      notice of cancellation.

5.3   Upon such cancellation becoming effective, the Revolving Commitment shall
      be appropriately reduced.

6. INTEREST ON ADVANCES

6.1   The Borrower will pay interest on each Advance on each Interest Payment
      Date in respect of each Interest Period referable thereto at the rate per
      annum equal to the aggregate of (i) the Margin and (ii) LIBOR for the
      relevant Interest Period.

6.2   The Lender will, as soon as practicable after commencement of each
      Interest Period advise the Borrower of LIBOR for that Interest Period. Any
      certificate of the Lender as to the rate and amount of interest determined
      by it under this Agreement in respect of any



                                       24
<PAGE>   28

      Interest Period shall, save for manifest error, be conclusive and binding
      on the Borrower and CMC.

6.3   Interest at the rate determined as aforesaid shall be calculated on each
      Advance and each part thereof on the basis of actual days elapsed and a
      365 day year, shall accrue from day to day from and including the first
      day of each Interest Period to but excluding the date of repayment of such
      Advance.

6.4   If LIBOR cannot be determined for any reason the rate of interest
      applicable to such Advance shall be the sum of the Margin and the rate,
      expressed as a percentage rate per annum, which is the actual cost to
      Lender of funding such Advance from whatever sources it may select during
      such Interest Period (as applicable) and, if the Lender so requires,
      within five days of such notification the Lender and the Borrower shall
      enter into negotiations with a view to agreeing a substitute basis for
      determining the rates of interest which may be applicable to Advances in
      the future.

7. REPAYMENT

7.1   The Borrower shall, subject as provided below, repay the amount of the
      Term Loan then outstanding in full on the Term Loan Repayment Date. Any
      amount repaid, or any part thereof, may not be redrawn.

7.2   The Borrower shall repay the whole of the outstanding amount of each
      Revolving Advance on the Repayment Date relating thereto. Any amount
      repaid or any part thereof may, subject to the provisions of this
      Agreement, be redrawn.

7.3   On each Interest Payment Date (or, if later, any Late Interest Payment
      Distribution Date) the Borrower shall, in respect of each relevant
      Advance, repay a principal amount thereof equal to the amount available to
      be applied under clauses 6.1(a), 6.2(c), 6.3(b) and 6.4(b) (taken
      together) of the Proceeds Agreement (having taken account of the
      provisions of clause 6.5 thereof) in or towards repayment of such Advance,
      a "relevant Advance" for such purpose being:-

      (1)   each Advance which funded a Mortgage Loan in respect of which
            Principal (as defined in the Proceeds Agreement) or Mortgage Loan
            Proceeds has been received which, in either case, falls to be
            applied under the Proceeds Agreement on such date; and

      (2)   if Securitisation Residual Proceeds have been received and fall to
            be applied on such date, such Advances in such amounts as the
            Borrower shall notify to the Lender.

7.4   On any Distribution Date which is not also an Interest Payment Date the
      Borrower shall, in respect of each relevant Advance, repay a principal
      amount thereof equal to the amount available to be applied under clauses
      6.3(b) and 6.4(b) of the Proceeds Agreement


                                       25
<PAGE>   29

      (having taken account of the provisions of clause 6.5 thereof) in or
      towards repayment of such Advance, a "relevant Advance" for such purpose
      being:-

      (1)   each Advance which funded a Mortgage Loan in respect of which
            Mortgage Loan Proceeds have been received which fall to be applied
            under the Proceeds Agreement on such date; and

      (2)   if Securitisation Residual Proceeds have been received and fall to
            be applied on such date such Advances in such amounts as the
            Borrower shall notify to the Lender.

7.5   If the Borrower is required to repay principal on any Advance on any day
      other than an Interest Payment Date, the Borrower shall be obliged to pay
      such amount together with interest accrued thereon to the date of such
      repayment.

7.6   Any part of any Advance drawn under the Revolving Commitment repaid under
      the provisions of sub-clauses 7.3, 7.4 or 7.9 may, subject to the
      provisions of this Agreement, be redrawn.

7.7   Any part of the Term Loan repaid under the provisions of any of
      sub-clauses 7.3 or 7.4 may not be redrawn.

7.8   If all or any part of any Advance is repaid under this clause other than
      on an Interest Payment Date, the Borrower will pay to the Lender on demand
      such amount as the Lender certifies to be necessary to compensate it for
      all losses excluding loss of Margin incurred or to be incurred by it on
      account of deposits acquired or arranged in order to fund the relevant
      Advance except in the case of repayment of any Advance pursuant to clause
      15.8. Any such certificate by the Lender shall be prima facie evidence of
      such losses.

7.9   Subject to Clause 7.8, the Borrower may at any time prepay in whole or in
      part any Advance outstanding hereunder together with all accrued interest
      thereon.

8. EXAMINATION OF MORTGAGE FILES

8.1   The Lender shall have the right to examine the Mortgage Files to determine
      whether the Mortgage Loans to be financed fulfil the Underwriting
      Guidelines. Such examination may be made by the Lender at any time before
      or after the date on which any Advance is to be or was made.

8.2   If the Lender makes such examination prior to the date on which an Advance
      is to be made and properly identifies any Mortgage Loans which do not
      fulfill the Underwriting Guidelines such Mortgage Loans shall be deleted
      from the schedule of Mortgage Loans appended to the Drawdown Request.


                                       26
<PAGE>   30

8.3   The Lender may make an Advance without conducting any partial or complete
      examination. The fact that the Lender has conducted or has failed to
      conduct any partial or complete examination of the Mortgage Files shall
      not affect the Lender's (or any of its successor's) rights provided
      herein.

9. EVIDENCE OF DEBT

      The Lender shall maintain in accordance with its usual practice accounts
      evidencing the amounts from time to time lent by and owing to it
      hereunder, and in any legal action or proceeding arising out of or in
      connection with this Agreement, the entries made in such accounts shall in
      the absence of manifest error be prima facie evidence of the existence and
      amounts of the specified obligations of the Borrower.

10. TAXES

10.1 The Lender and the Borrower intend that:

      (1)   they shall not vary this Agreement so as to extend:

            (1)   the term of the Term Loan; or

            (2)   the period during which any Advance may be drawn down or
                  outstanding;

            beyond the Final Maturity Date; and

            (2)   the Lender shall not make any further advance or advances to
                  the Borrower after the Final Maturity Date under or pursuant
                  to any further agreement.

10.2  Accordingly, all payments to be made by the Borrower to the Lender
      hereunder shall be made free and clear of and without deduction or
      withholding for or on account of tax.

10.3  If the Borrower is nevertheless required by law (including, without
      limitation, as a result of any change in law or in its interpretation or
      administration) to make any payment to the Lender hereunder subject to any
      deduction or withholding on account of tax, the sum payable by the
      Borrower in respect of which such deduction or withholding is required to
      be made shall be increased to the extent necessary to ensure that, after
      the making of the required deduction or withholding, the Lender receives
      and retains (free from any liability in respect of such deduction or
      withholding) a net sum equal to the sum which it would have received and
      so retained had no such deduction or withholding been made or required to
      be made.

10.4  Without prejudice to the provisions of clause 10.3, if the Lender is
      required to make any payment on account of tax (excluding a tax imposed on
      and calculated by reference to the net income of its Facility Office by
      the jurisdiction in which it is incorporated or in which its Facility
      Office is located) on or in relation to any sum received or receivable by
      the Lender under this Agreement (including any sum received or receivable
      under this clause


                                       27
<PAGE>   31

      l0) or under any Fees Letter, or any liability in respect of any such
      payment is asserted, imposed, levied or assessed against the Lender, the
      Borrower shall, upon demand of the Lender, promptly indemnify the Lender
      against such payment or liability, together with any interest, penalties,
      costs and expenses payable or incurred in connection therewith.

10.5  If the Lender intends to make a claim pursuant to clause l0.4 it shall
      notify the Borrower of the event by reason of which it is entitled to do
      so provided that nothing herein shall require the Lender to disclose any
      confidential information relating to the organisation of its affairs.

10.6  If, at any time, the Borrower is required by law to make any deduction or
      withholding on account of tax from any sum payable by it hereunder (or if
      thereafter there is any change in the rates at which or the manner in
      which such deductions or withholdings are calculated), the Borrower shall
      promptly notify the Lender.

10.7  If the Borrower makes any payment hereunder in respect of which it is
      required by law to make any deduction or withholding on account of tax, it
      shall pay the full amount required to be deducted or withheld to the
      relevant taxation or other authority within the time allowed for such
      payment under applicable law and shall deliver to the Lender, within
      thirty days after it has made such payment to the applicable authority, an
      original receipt (or a certified copy thereof) issued by such authority
      evidencing the payment to such authority of all amounts so required to be
      deducted or withheld in respect of such payment or any other written
      evidence acceptable to the Lender.

10.8  If the Borrower pays any increased amount under clause 10.3 or any
      indemnity under clause 10.4 (each, a "Tax Payment") and the Lender, acting
      reasonably, determines that it has received and retained a refund of, or a
      credit against, the tax paid or payable by it and that the refund or
      credit is in respect of, or calculated with reference to, the deduction or
      withholding giving rise to the Tax Payment (where the Tax Payment is made
      under clause 10.3) or the liability giving rise to the Tax Payment (where
      the Tax Payment is made under clause 10.4) (in each case, such refund or
      credit being referred to hereafter as a "Tax Credit"), then the Lender
      shall, to the extent that it can do so without prejudice to the retention
      of the Tax Credit, reimburse to the Borrower in the manner described in
      the following sentence such amount as the Lender shall reasonably
      determine to be the proportion of the Tax Credit as will leave the Lender
      after reimbursement in no better or worse position than it would have been
      in if the Tax Payment had not been required. The manner in which such
      reimbursement is to be made shall first be by way of set off against such
      of the amount(s) which the Borrower is then liable to pay to the Lender
      (for whatever reason and regardless of whether the payment of such
      amount(s) has fallen due) as the Lender shall, in its sole opinion,
      specify and notify to the Borrower.

10.9  Nothing in this clause 10 shall interfere with the Lender's right to
      arrange its tax affairs in whatever manner it thinks fit and, without
      limiting the foregoing, the Lender shall not be under any obligation to
      claim any Tax Credit in priority to any other claims, reliefs, credits or
      deductions available to it. The Lender shall not in any event be obliged
      to


                                       28
<PAGE>   32

      disclose any information relating to its tax affairs or any computations
      in respect thereof to the Borrower or any other person.

10.10 All amounts payable under this Agreement and under any Fees Letter are
      expressed to be exclusive of any VAT chargeable in respect thereof. If any
      VAT is chargeable in respect of such amounts, the Borrower shall, in
      addition, pay to the Lender an amount equal to such VAT, and the Lender
      shall provide the Borrower with a proper VAT invoice in respect thereof.

11. INCREASED COSTS

11.1  If, by reason of:-

      (1)   the introduction of, or any change in any applicable law, regulation
            or regulatory requirement or any change in the interpretation or
            application of any thereof in each case after the date hereof and/or

      (2)   compliance by the Lender or any holding company of the Lender with
            any applicable directive, request or requirement whether or not
            having the force of law but, if not having the force of law being of
            general application and of a type with which the Lender or a holding
            company of the Lender is accustomed to comply of any central bank or
            any self regulating organisation or any governmental, fiscal,
            monetary or other authority (including, but not limited to, a
            directive, request or requirement which affects the manner in which
            any bank allocates capital in support of its assets or liabilities
            or contingent liabilities or deposits with it or for its account or
            advances or commitments made by it) which is brought into effect
            after the date hereof,

      and if, to the extent of compliance with either or both of paragraphs (a)
      and (b):-

      (3)   the Lender or any holding company of the Lender is unable to obtain
            the rate of return on its capital which it would have been able to
            obtain but for the Lender's entering into or assuming or maintaining
            a commitment or performing its obligations (including its obligation
            to make Advances) under this Agreement;

      (4)   the Lender or any holding company of the Lender incurs a cost as a
            result of the Lender's entering into or assuming or maintaining a
            commitment or performing its obligations (including its obligation
            to make Advances) under this Agreement;

      (5)   there is any increase in the cost to the Lender or any holding
            company of the Lender of funding or maintaining all or any of the
            Advances;

      (6)   the Lender or any holding company of the Lender becomes liable to
            make any payment on account of tax or otherwise (except on account
            of any tax imposed on and calculated by reference to the net income
            of the Facility Office by the


                                       29
<PAGE>   33

            jurisdiction in which the Lender (or its holding company) is
            incorporated or in which the Facility Office is located), or
            foregoes any interest or other return, on or calculated by reference
            to the amount of any Advance or the amount of any sum received or
            receivable by it (or its subsidiary) under this Agreement,

      then the Borrower shall, from time to time on demand of the Lender,
      promptly pay to the Lender amounts sufficient to indemnify the Lender and
      its holding company against, as the case may be, (1) such reduction in the
      rate of return of capital, (2) such cost, (3) such increased cost (or such
      proportion of such increased cost as is, in the opinion of the Lender,
      attributable to its or its holding company funding or maintaining the
      Advance), or (4) such liability.

11.2  If the Lender intends to make a claim pursuant to clause 11.1 it shall
      notify the Borrower of the event by reason of which it is entitled to do
      so provided that nothing herein shall require the Lender to disclose any
      confidential information relating to the organisation of its affairs.

11.3  No obligation shall arise under Clause 11.1 to the extent that the
      Borrower is liable to compensate the Lender under Clause 10.3 or 10.4.

12. ILLEGALITY

      If, at any time, it is or becomes unlawful for the Lender to make, fund or
      allow to remain outstanding all or part of any of the Advances, then the
      Lender shall, promptly after becoming aware of the same, deliver to the
      Borrower a notice to that effect, the Lender shall not thereafter be
      obliged to make any Advances hereunder, the Revolving Commitment shall be
      immediately reduced to zero and, if the Lender so requires, the Borrower
      shall on such date as the Lender shall have specified repay any
      outstanding Advances, in each case together with accrued interest thereon
      and all other amounts owing to the Lender hereunder.

13. PAYMENTS

      Any payment to be paid by the Borrower to the Lender pursuant to this
      Agreement shall be made in sterling, in immediately available, freely
      transferrable and cleared funds for value same day, to such account of the
      Lender as the Lender shall, from time to time, have specified in writing
      for such purpose.

14. REPRESENTATIONS AND WARRANTIES

14.1  The Borrower and CMC (each in relation to itself) hereby represent,
      warrant, covenant and undertake to the Lender that:-

      (1)   it is a limited liability company duly incorporated under the laws
            of England and Wales and is duly authorised and qualified to
            transact any and all business contemplated by this Agreement and the
            other Transaction Documents to be


                                       30
<PAGE>   34

            conducted by it and is in compliance with such laws to the extent
            necessary to ensure its ability to enforce each Mortgage Loan.

      (2)   it has the full corporate power and authority to execute, deliver
            and perform, and to enter into and consummate the transactions
            contemplated by this Agreement and the other Transaction Documents
            and has been duly authorised by all necessary corporate action on
            its part the execution, delivery and performance of this Agreement
            and the other Transaction Documents; and this Agreement and each
            Transaction Document, assuming the due authorisation, execution and
            delivery thereof by the Lender, constitutes its legal, valid and
            binding obligation, enforceable against it in accordance with its
            respective terms, except to the extent that (a) the enforceability
            thereof may be limited by bankruptcy, insolvency, moratorium,
            receivership and other similar laws relating to creditors' rights
            generally and (b) the remedy of specific performance and injunctive
            and other forms of equitable relief may be subject to the equitable
            defences and to the discretion of the court before which any
            proceeding therefor may be brought;

      (3)   its execution and delivery of this Agreement and each Transaction
            Document, the consummation of any other of the transactions herein
            or therein contemplated on its part and the fulfilment of or
            compliance with the terms hereof or thereof will not (i) result in a
            material breach of any term or provision of its Memorandum and
            Articles of Association and/or its other constitutional documents or
            (ii) materially conflict with, result in a material breach,
            violation or acceleration of, or result in a material default under,
            the terms of any other material agreement or instrument to which it
            is a party or by which it may be bound, or any statute, order or
            regulation applicable to it of any court, regulatory body,
            administrative agency or governmental body having jurisdiction over
            it;

      (4)   it is not party to, bound by, or in breach or violation of any
            material indenture or other material agreement or instrument, or
            subject to or in violation of any statute, order or regulation of
            any court, regulatory body, administrative agency or governmental
            body having jurisdiction over it, which materially and adversely
            affects or, to its knowledge, would in the future materially and
            adversely affect, (i) its ability to perform its obligations under
            this Agreement or the Transaction Documents or (ii) its business,
            operations, financial condition, properties or assets taken as a
            whole;

      (5)   no litigation is pending or, to the best of its knowledge,
            threatened against it that would materially and adversely affect the
            execution, delivery or enforceability of this Agreement or the
            Transaction Documents or its ability to perform any of its
            obligations hereunder or thereunder in accordance with the terms
            hereof or thereof;

      (6)   no consent, approval, authorisation or order of any court or
            governmental agency or body is required for the execution, delivery
            and performance by it of, or compliance by it with, this Agreement
            or any Transaction Document or the


                                       31
<PAGE>   35

            consummation of the transactions contemplated hereby or thereby, or
            if any such consent, approval, authorisation or order is required,
            it has obtained or it is in the process of obtaining the same;

      (7)   it has caused to be performed any and all acts required to preserve
            all rights and remedies in any block insurance policies taken out at
            any time and from time to time applicable to the Mortgage Loans
            including without limitation, the Block Buildings Policies and the
            Block Life Policies;

      (8)   the Borrower has not, at any time since its incorporation, had any
            employee, entered into any contracts or traded;

      (9)   CMC has, on or prior to the date hereof, provided the Lender with
            access to all correspondence between it, any of its subsidiaries,
            affiliates or other members of its group or its or their respective
            advisers and the OFT in respect of the current OFT investigation of
            such companies.

      The representations and warranties under clause 14.1(a)-(g) inclusive
      shall be given on the date of this Agreement and shall be repeated on each
      date on which any Advance is outstanding hereunder by reference to the
      facts and circumstances existing at the relevant time.

14.2  The Lender represents and warrants to the Borrower in terms of clauses
      14.1(a) to (f) (inclusive), mutatis mutandis, provided that the reference
      in clause 14.1(a) to England and Wales shall be construed as a reference
      to Bermuda.

14.3  (A)   With respect to each Existing Mortgage Loan, the Borrower hereby
            represents and warrants (as of the date hereof and the date on which
            the Initial Advance is made) that each of the representations and
            warranties set out in paragraph 7.3 of the Mortgage Loan Purchase
            Agreement was, on the Closing Date (as defined in the Mortgage Loan
            Purchase Agreement) in respect of such Existing Mortgage Loan true
            and accurate in all respects.

      (B)   The Borrower hereby represents and warrants to the Lender in
            relation to each New Production Mortgage Loan, in each case as of
            the Advance Date on which an Advance was made to fund the purchase
            of the same hereunder or, if later, the date on which a Solicitors
            Undertaking in respect thereof is issued, as follows (but on the
            basis that each reference in each representation and warranty to:-

            (1)   a Mortgage Loan shall be construed as a reference to the
                  relevant New Production Mortgage Loan; and

            (2)   the Advance Date shall be construed as a reference to
                  whichever is the later of the relevant Advance Date or the
                  date on which the relevant Solicitors Undertaking is given).


                                       32
<PAGE>   36

      (2)   The information set forth on the Mortgage Loan Schedule with respect
            to each Mortgage Loan is true and correct in all material respects;

      (3)   Unless otherwise agreed from time to time, all payments due prior to
            the Advance Date have been made and none of the Mortgage Loans will
            have been contractually delinquent for 31 or more days more than
            once since the origination thereof;

      (4)   Each Mortgage Deed constitutes (i) in the case of English Mortgage
            Loans, a valid and enforceable legal mortgage of the relevant
            Mortgaged Property subject only in certain cases to registration of
            the relevant Mortgage Deed at HM Land Registry, or (ii) in the case
            of Scottish Mortgage Loans, a valid and enforceable Standard
            Security over the relevant Mortgaged Property subject only in
            certain cases to registration or recording of the relevant Mortgage
            Deed in the Registers of Scotland, in either case duly executed by
            the Mortgagor named in the relevant Mortgage Deed;

      (5)   On the date upon which an Advance is made the Borrower (subject only
            to registration of legal title at HM Land Registry or the Registers
            of Scotland as appropriate) has good title to each Mortgage Loan and
            the Collateral Security in respect of each such Mortgage Loan, has
            full right and authority to charge and assign the same by way of
            security and the same is the absolute property of the Borrower
            (subject to any registration or recording in favour of the Borrower
            which may be pending at HM Land Registry or the Registers of
            Scotland) free and clear of all mortgages, securities, charges,
            liens, encumbrances, claims and equities (including, without
            limitation, rights of set off or counterclaim, overriding interest
            within the meaning of Section 3(xvi) of the Land Registration Act
            1925 or Section 28(1) of the Land Registration (Scotland) Act 1979
            and adverse entries or notices of application therefor against any
            title at HM Registry or the Registers of Scotland to any relevant
            Mortgaged Property) except any such encumbrances, claims, equities,
            overriding interests or entries which rank after the interests of
            the Borrower, the Lender in the Mortgaged Loans or which do not have
            an adverse effect on the value of the relevant Mortgaged Property as
            security for the relevant Mortgage Loan or which are the subject of
            a duly completed and signed Postponement Agreement or appropriate
            executed MHA Documentation as contemplated in sub-clause 14.3(B)(2)
            below;

      (6)   Each Mortgaged Property is a residential property or mixed
            commercial and residential property in the United Kingdom;

      (7)   The steps necessary to perfect the vesting of full legal and
            equitable title to each Mortgage Loan and the Collateral Security in
            the Borrower have been duly taken at the appropriate time or are in
            the course of being taken with all due diligence;

      (8)   To the best of its knowledge, each Mortgaged Property is free of
            material damage and is in good repair;


                                       33
<PAGE>   37

      (9)   Each Mortgage Loan at origination complied in all material respects
            with applicable laws and regulations including, where applicable,
            the Consumer Credit Act 1974 and any regulations made thereunder
            (and in particular no Mortgage Loan is cancellable thereunder) and
            consummation of the transactions contemplated hereby will not
            involve the violation of any such laws and regulations;

      (10)  Neither it nor any prior holder of any Mortgage Loan has; (a)
            modified the Mortgage Loan in any material respect, except that a
            Mortgage Loan may have been modified by a written instrument in
            respect of which any applicable registration(s) have been completed;
            (b) satisfied, cancelled or subordinated such Mortgage Loan in whole
            or in part; (c) released the related Mortgaged Property in whole or
            in part from the security created by the relevant Mortgage Deed; or
            (d) executed any instrument of release, cancellation, discharge,
            modification or satisfaction with respect thereto;

      (11)  No sub-mortgage, sub-charge, pledge, lien or right of set off or
            counterclaim or other security interest or other adverse right or
            interest has been created or has arisen between it and any Mortgagor
            which entitles or entitled the Mortgagor to reduce the amount of any
            payment otherwise due under the terms of such Mortgagor's Mortgage
            Loan (save, in the case of junior mortgages, the relevant prior
            ranking legal mortgage or mortgages of or Standard Security over the
            relevant Mortgaged Property created by the Mortgagor and any related
            security for the loan secured thereby);

      (12)  Each Mortgage Loan was originated in all material respects in
            accordance with the criteria set out in the Underwriting Guidelines;

      (13)  In relation to each Mortgaged Property:-

            (1)   in respect of title to property in England or Wales which is
                  not registered, the relevant Mortgagor had or was acquiring
                  good and marketable title to the fee simple absolute in
                  possession (if freehold) or a term of years absolute of not
                  less than thirty years beyond the term of the Mortgage Loan
                  (if leasehold) relating to such Mortgaged Property and is free
                  from any encumbrance which would adversely affect such title;

            (2)   in relation to title which is registered at HM Registry, it
                  was so registered with title absolute in the case of freehold
                  property or absolute leasehold or good leasehold title of the
                  requisite title aforesaid in the case of leasehold property;

            (3)   in relation to which title is registered or recorded in the
                  Registers of Scotland, it was so registered or recorded with
                  valid and marketable title (whether feudal or long lease),
                  having in the case of a long lease an


                                       34
<PAGE>   38

                  unexpired term of not less than thirty years beyond the term
                  of the Mortgage Loan;

            (4)   no works on the relevant Mortgaged Property were carried out
                  in violation of any applicable planning law or regulation or
                  building regulations;

            (5)   if the relevant Mortgaged Property is leasehold or (in
                  Scotland) held under long lease, any requisite consent of the
                  landlord to or notice to the landlord of the creation of the
                  relevant Mortgage had been obtained or given and no consents
                  of or notices to such landlord are required to any transfer,
                  assignation or sub-charge of the relevant Mortgage, and a copy
                  of any such consent or notice is held with the title deeds to
                  the relevant Mortgaged Property or held to the order of the
                  Lender or its Solicitors;

            (6)   the relevant Mortgaged Property is not subject to any adverse
                  third party claim or proceeding for compulsory acquisition
                  thereof;

      (14)  Each Mortgage relating to a Mortgage Loan (and any other documents
            entered into in relation to the relevant Mortgage Loan) is the
            legal, valid and binding obligation of the grantor thereof,
            enforceable in accordance with its terms and with applicable laws
            and parties thereto had legal capacity to execute the same and the
            same have been duly and properly executed by such parties;

      (15)  Either:

            (1)   the proceeds of the Mortgage Loans have been fully disbursed
                  and there is no requirement for further advances thereunder;
                  or

            (2)   if any retention was recommended by CMC's or the relevant
                  Approved Affiliate's valuer, the recommendation to make a
                  retention was implemented and cash was not advanced until CMC
                  or relevant Approved Affiliate had received a certificate (or
                  other evidence acceptable to it) of completion of the relevant
                  repairs or other works.

      (16)  Each Mortgage Deed is in, or substantially in, the form of the
            relevant attachment annexed hereto in Annexure 2.

      (17)  The origination and underwriting practices used by CMC or relevant
            Approved Affiliate or with respect to each Mortgage Loan have been
            in all respects legal, proper, prudent and customary in the mortgage
            servicing business in the United Kingdom and comply with the
            Underwriting Guidelines;

      (18)  Either:

            (1)   each Mortgaged Property is insured under the block insurance
                  policy from time to time maintained by CMC or, as the case may
                  be, the relevant


                                       35
<PAGE>   39

                  Approved Affiliate to provide, where it is agreed that the
                  Mortgagor will not insure, cover against such risks and
                  contingencies as are commonly insured against in a fully
                  comprehensive buildings insurance for residential properties
                  to a minimum of the full cost of reinstatement thereof
                  together with inflation cost over any period that may be
                  required for obtaining any relevant planning permission and
                  other approvals and the reinstatement or repair period and
                  architects and other professional fees; or

            (2)   where the Mortgagor insures, CMC or, as the case may be, the
                  relevant Approved Affiliate has established that such
                  insurance was, at the date of origination of the relevant
                  Mortgage Loan, in accordance with the foregoing provisions of
                  this sub-clause, with a reputable insurer, with an
                  acknowledgement by the insurer that the interest of CMC or
                  relevant Approved Affiliate has been or will be promptly
                  following the relevant Advance Date be noted on the relevant
                  policy. In the case of leasehold property in England and
                  Wales, the relevant Mortgaged Property is insured under
                  arrangements effected by the freeholder or any intermediate
                  leaseholder, on a fully comprehensive basis as aforesaid.

      (19)  Prior to making the relevant advance the subject of a Mortgage Loan,
            CMC or the relevant Approved Affiliate (as originator) carried out
            or caused to be carried on its behalf the investigations, searches
            (other than local authority searches) and other actions and made or
            caused to be made on its behalf the enquiries as to the Mortgagor's
            status that were required in accordance with the relevant lending
            criteria of CMC or the Approved Affiliate or Relevant Affiliate (as
            originator) applicable at the time when the offer of advance was
            made and the results thereof were acceptable to CMC or the relevant
            Approved Affiliate or Relevant Affiliate (as originator) in
            accordance with such lending criteria for the purposes of the
            proposed advance;

      (20)  Any further advances after the date of the Mortgage Deed but made
            prior to the Advance Date have been advanced under separate mortgage
            documentation (and, accordingly, have not been consolidated with the
            outstanding principal amount secured by the Mortgage), and all
            ground rents, ground burdens and service charges and other payments
            required in relation to leasehold property or heritable property
            which previously became due and owing have been paid. Except for
            interest accruing from the date of the relevant Mortgage Deed or
            date of advance to the relevant Mortgagor, whichever is later, to
            the day which precedes by one month the date for payment of the
            first instalment of principal and interest, none of CMC, the
            Approved Affiliate or Relevant Affiliate (as originator) has
            advanced funds, or induced, solicited or knowingly received any
            advance of funds by a party other than the Mortgagor, directly or
            indirectly, for the payment of any amount in relation to the
            relevant Mortgage Loan save to the extent that the same reduces the
            Mortgage Loan;


                                       36
<PAGE>   40

      (21)  Subject to clause 14.3(B), to the best of the Borrower's knowledge
            and belief (the Borrower having made all reasonable enquiries of CMC
            or relevant Originator) there is no default, breach, violation or
            event of acceleration existing under any Mortgage Loan: and neither
            CMC nor any Approved Affiliate (as originator) has waived any
            default, breach, violation or event of acceleration other than any
            waiver which is in accordance with and permitted under the relevant
            Manuals;

      (22)  Each Mortgage File contains a valuation of the relevant Mortgaged
            Property undertaken on the instructions of CMC, the relevant
            Approved Affiliate or Relevant Affiliate (as originator), or
            instructions issued on its behalf or as the case may be by any
            predecessor in title in relation to the relevant Mortgage Loan) by
            an independent qualified valuer being an associate or fellow of the
            Royal Institute of Chartered Surveyors or, as the case may be,
            Society of Valuers and Auctioneers, in each case approved by CMC,
            the relevant Approved Affiliate or Relevant Affiliate (as
            originator) and unless otherwise agreed between the Lender and the
            Borrower, the principal amount advanced to the relevant Mortgagor
            was not more than the amount permissible under the terms of the
            relevant Program;

      (23)  At the time of the making of the Mortgage Loan, the Mortgaged
            Property was not located within a 1 mile radius of any contaminated
            land or any land with environmental or hazardous waste risks known
            to CMC or the relevant Approved Affiliate or (as originator) or,
            where such was the case, an environmental audit was procured by CMC
            or the relevant Approved Affiliate or (as originator) or evaluated
            in accordance with such relevant originator's established
            environmental review procedures, and found to be satisfactory;

      (24)  In selecting the Mortgage Loans in respect of which Advances are
            made hereunder, no selection procedure was employed by the Borrower
            which was intended to adversely affect the interests of the Lender;

      (25)  Prior to the making of the relevant mortgage advance, enquiry was
            made of each Mortgagor as to the identity of the persons in actual
            occupation of the Mortgaged Property and (i) in the case of English
            Mortgage Loans, any person who at the date when the advance was made
            had attained the age of 18 and who was identified in writing to CMC,
            the relevant Approved Affiliate (as originator) or its Solicitor by
            the Mortgagor as residing or being about to reside in the relevant
            Mortgaged Property is either named as joint mortgagor on the
            relevant Mortgage Deed or has signed a legally binding agreement
            postponing (each a "Postponement Agreement") all rights and
            entitlements to which such person may be entitled in the Mortgaged
            Property to the interests, rights and entitlements of CMC or the
            relevant Approved Affiliate (as originator) or such other person as
            may have or acquire as mortgagee or chargee of the property from
            time to time, such agreement in a form as was satisfactory to such
            Solicitor, and (ii) in the case of Scottish Mortgage Loans, prior to
            the making of the advance, CMC or the relevant Approved Affiliate
            (as originator) or its Solicitor obtained all necessary validly
            executed MHA Documentation so as to ensure that neither the


                                       37
<PAGE>   41

            relevant Mortgage Loan nor the relevant Mortgaged Property was
            subject to or affected by any statutory right of occupancy in favour
            of a non-entitled spouse;

      (26)  CMC and each Approved Affiliate have kept, or caused to be kept,
            full and proper accounts, books and records showing all transactions
            payments, receipts and proceedings relating to that Mortgage and all
            such accounts, books and records are up to date and in its
            possession or held to its order;

      (27)  There exists no litigation, dispute or complaint (subsisting or
            pending or threatened) calling into question in any way title of CMC
            or any Approved Affiliate to any Mortgage Loan or, to the best of
            its knowledge, the relevant Mortgagor's title to his Mortgaged
            Property;

      (28)  The Mortgage Loan Documents are held to the order of the Lender by
            the relevant Solicitor or have been lodged at H.M. Land Registry or
            the Registers of Scotland and in the case of each Mortgaged Property
            the title to which is registered or for which application for first
            registration has been made the Borrower knows the title number under
            which the Mortgaged Property is (or, in the case of first
            registration, is to be) registered at H.M. Land Registry or the
            Registers of Scotland;

      (29)  In relation to each Mortgage Deed for Mortgaged Property where
            registration is pending at H.M. Land Registry, there is no caution,
            notice or other entry which would prevent the registration of the
            Mortgage Deed as a charge by way of first or, as the case may be,
            second or third subsequent legal mortgage.

      (30)  None of the Mortgagors which pay interest is a company.

14.4  It is acknowledged, that references in this clause 14 to Mortgage Loans
      shall include reference to the relevant Collateral Security, as
      appropriate.

15. REMEDIES FOR BREACH OF REPRESENTATIONS AND WARRANTIES

15.1  It is understood and agreed that the representations and warranties set
      forth in clauses 14.1 and 14.3 shall survive the charging of Mortgage
      Loans to the Lender and shall enure to the benefit of the Lender
      notwithstanding the examination by the Lender or failure by the Lender to
      examine any Mortgage File.

15.2  With respect to the representations and warranties contained in clauses
      14.1 and 14.3 which are made to the best of the Borrower's knowledge,
      after reasonable inquiry and investigation, if it is discovered by either
      the Borrower or the Lender that the substance of such representation and
      warranty is inaccurate and in the case of those in clause 14.3 such
      inaccuracy materially and adversely affects the value of the related
      Mortgage Loan or the Lender's interest in the Mortgage Loan then,
      notwithstanding the Borrower's lack of knowledge with respect to the
      inaccuracy at the time the representation or warranty


                                       38
<PAGE>   42

      was made, the Lender shall have the same rights in respect of the breach
      thereof as it would have if the applicable representation or warranty was
      breached.

15.3  Upon discovery by either the Borrower or the Lender of a breach of any of
      the foregoing representations and warranties

            (a)   given under clause 14.1; or

            (b)   given under clause 14.3 which materially and adversely affects
                  the value of the Mortgage Loans or the interest of the Lender
                  in the Mortgage Loan (or which materially and adversely
                  affects the interests of the Lender in or to the related
                  Mortgage Loan in the case of a representation and warranty
                  relating to a particular Mortgage Loan)

      the party discovering such breach shall give prompt written notice to the
      other.

15.4  If following a review undertaken by the Lender within a period of 30 days
      after the date of any Advance, a material breach of the warranties in
      clause 14.3 shall be discovered, the same shall constitute a breach of
      such representation and warranty irrespective of whether the same
      materially and adversely affects the value of the relevant Mortgage
      Loan(s) provided that notice regarding such breach shall have been
      delivered by the Lender to the Borrower promptly following such review.

15.5  Within 90 days of the earlier of either discovery by or notice to the
      Borrower of any breach of a representation or warranty given under clause
      14.3 which materially and adversely affects the value of any Mortgage
      Loan, the Borrower shall use all reasonable endeavours promptly to cure
      such breach and, if such breach cannot be cured or is not cured at the end
      of such 90 day period or if it is determined at any time following
      discovery or notice that such breach cannot be cured, the Borrower shall:-

      (1)   repay the Advance (or such part thereof) made hereunder to fund the
            relevant Mortgage Loan, together with accrued interest thereon, on
            demand of the Lender; or

      (2)   with the Lender's prior consent provide additional collateral of a
            type and amount reasonably acceptable to the Lender, charged in
            favour of the Lender pursuant to such security documents as shall be
            acceptable to the Lender;

      and when the Borrower has repaid the Advance (or relevant part thereof)
      under sub-clause 15.5(a) or provided additional collateral in accordance
      with sub-clause 15.5(b) the Lender shall, at the cost of the Borrower,
      release the relevant Mortgage Loan or Mortgage Loans from the security
      constituted by the Debenture together with all Collateral Security related
      thereto.

15.6  Without prejudice to the Lender's rights under clause 15.5(a), and for
      such time as the Borrower's obligations thereunder shall remain
      undischarged, the Lender shall be entitled


                                       39
<PAGE>   43

      to satisfy and discharge any obligation it may have to make an Advance
      hereunder through set-off of the Borrower's obligations to it under clause
      15.5(a) and if the Lender does so it shall be treated for all purposes as
      if it had satisfied its obligation to make the relevant Advance through
      remittance of the relevant funds in cash.

15.7  The Borrower shall, at its option, either prepay each Advance (or part
      thereof) made to finance any First Pay Default Mortgage Loan or deposit
      additional collateral in respect thereof, in the manner described under
      clause 15.5 within two Business Days of request by the Lender in respect
      of notification by reference to an Interest Payment Date, such request to
      be deemed to have automatically been given in respect of each Interest
      Payment Date in relation to Mortgage Loans financed hereunder which first
      become a First Pay Default Mortgage Loan during the Collection Period in
      respect of such Interest Payment Date, and within five Business Days of
      request in all other cases of the relevant Mortgage Loan becoming a First
      Pay Default Mortgage Loan, and the Lender shall be entitled to discharge
      any obligation to make an Advance hereunder by set-off against amounts
      owed in respect of any First Pay Default Mortgage Loan in the manner
      contemplated under clause 15.6.

16. UNDERTAKINGS AND COVENANTS

16.1  The Borrower and (but only where the covenant or undertaking relates to
      CMC) CMC hereby undertake with the Lender that from and after the date
      hereof and until all sums due and to become due hereunder have been paid
      or repaid in full and the Facility shall no longer exist:

      (1)   the Borrower shall obtain, comply with the terms of and do all that
            is necessary to maintain in full force and effect all
            authorisations, approvals, licences and consents required in or by
            the laws and regulations of England and of Scotland to enable it
            lawfully to enter into and perform its obligations under this
            Agreement and each Transaction Document and to ensure the legality,
            validity, enforceability or admissibility in evidence in England and
            in Scotland of this Agreement and each Transaction Document and
            shall ensure that none of the foregoing are revoked or modified;

      (2)   the Borrower shall promptly inform the Lender of the occurrence of
            any Event of Default or Potential Event of Default and, upon receipt
            of a written request to that effect from the Lender, confirm to the
            Lender that, save as previously notified to the Lender or as
            notified in such confirmation, no such event has occurred;

      (3)   the Borrower shall ensure that at all times the claims of the Lender
            against it under this Agreement are secured as provided in the
            Security Documents and that the security thereunder will be of the
            nature and will rank in the priority it is expressed to have in the
            Security Documents;


                                       40
<PAGE>   44

      (4)   the Borrower shall not, without the prior written consent of the
            Lender, create or permit to subsist any Security over all or any of
            its present or future revenues or assets save for those created (or
            permitted) under the Security Documents;

      (5)   the Borrower shall not, without the prior written consent of the
            Lender, make any loans, grant any credit or give any guarantee or
            indemnity (except as contemplated in the Transaction Documents) to
            or for the benefit of any person or otherwise voluntarily assume any
            liability, whether actual or contingent, in respect of any
            obligation of any other person;

      (6)   the Borrower shall not, without the prior written consent of the
            Lender, issue any further shares or alter any rights attaching to
            its issued shares in existence at the date hereof;

      (7)   the Borrower shall not, without the prior written consent of the
            Lender, sell, lease, transfer or otherwise dispose of, by one or
            more transactions or series of transactions (whether related or
            not), the whole or any part of its revenues or its assets except as
            contemplated in the Transaction Documents;

      (8)   the Borrower shall not, except as permitted under the Proceeds
            Agreement, make or declare any dividend or other distribution;

      (9)   the Borrower shall not engage in any business other than that
            contemplated in the Transaction Documents and shall not have any
            employees;

      (10)  the Borrower shall, at all times, ensure that there is at least one
            independent director (approved by the Lender, such approval not to
            be unreasonably withheld) on its board and CMC undertakes that it
            shall not (as shareholder or otherwise) do (or omit to do) anything
            which would prevent compliance with this covenant;

      (11)  each of the Borrower and CMC undertake that it shall not make or
            permit any amendments to be made to the memorandum or articles of
            association of the Borrower without prior written consent of the
            Lender, such consent not to be unreasonably withheld;

      (12)  the Borrower will cooperate with CMC in CMC's continued negotiations
            with the OFT to settle any matters from time to time outstanding in
            relation to Mortgage Loans and CMC undertakes to continue to
            endeavour to settle all matters outstanding and pending with the OFT
            from time to time as expeditiously as reasonably practicable;

      (13)  CMC and the Borrower will procure that the origination of all New
            Production Mortgage Loans does not violate in any material respect:-

            (1)   OFT Guidelines and;


                                       41
<PAGE>   45

            (2)   any undertakings or agreements between CMC, any Approved
                  Affiliate, or the Borrower and the OFT;

      (14)  the Borrower will procure that the Lender has reasonable access to
            Clifford Chance (or such other solicitors as may be appointed from
            time to time in addition to or in place of Clifford Chance to
            negotiate with the OFT in relation to Mortgage Loans) for one or
            more meetings as shall be reasonably necessary to, inter alia,
            obtain the views of Clifford Chance or such other solicitors
            regarding compliance by CMC, each Approved Affiliate and the
            Borrower with OFT Guidelines;

      (15)  the Borrower will procure that the Lender has access (for the
            purposes of review and, provided that the Lender has executed a
            confidentiality agreement mutually acceptable to the Lender and the
            Borrower, copying) to all correspondence between CMC and/or their
            solicitors and the OFT prior to the date of the CMC Restructuring
            Agreement and will procure that the Lender is promptly provided with
            copies of any OFT related correspondence sent or received on or
            after the date thereof provided that nothing in this or any other
            undertaking shall entitle the Lender to receive access to or copies
            of privileged correspondence between CMC, any Approved Affiliate and
            its or their respective counsel;

      (16)  the Borrower shall procure that, upon reasonable request of the
            Lender, an opinion of counsel satisfactorily to the Lender is
            obtained, addressed to the Lender, in form and substance reasonably
            satisfactory to the Lender, such opinion to confirm that New
            Production Mortgage Loans comply in all material respects with all
            applicable laws and regulations, including without limitation, the
            OFT Guidelines and any undertaking in writing given by CMC, the
            Borrower or any Approved Affiliate to the OFT or, if, after
            discussions between the proposed counsel and the Lender, the Lender
            is satisfied (acting reasonably and in good faith) that there are
            justifiable legal reasons why such counsel is unable to provide the
            legal opinion sought, a memorandum prepared by counsel satisfactory
            to the Lender setting out why (and how) the New Production Loans
            comply (in all material respects) with the OFT Guidelines and any
            undertakings or agreements between CMC, CMS, and Approved Affiliates
            or the Borrower and the OFT;

      (17)  the Borrower will procure that all Mortgage Files are delivered to
            Hayes Business Services Limited or such other storer as the Lender
            may have approved from time to time (subject always to clause
            3.10(d) of the Debenture) as soon as reasonably practicable
            following receipt of the recorded deed and shall use reasonable
            endeavours to procure that the Lender has, upon 1 Business Day's
            notice, access to the offices of all Solicitors, Hayes Business
            Services Limited or other storage provider aforesaid) during normal
            business hours and shall procure that the Solicitors are instructed
            to allow the Lender to take possession of any Mortgage File in
            relation to any Mortgage Loan financed or to be financed hereunder;
            and


                                       42
<PAGE>   46

      (18)  the Borrower shall deliver to the Lender as soon as the same are
            available, and in any event within one hundred and eighty (180) days
            after the end of each of its financial years a copy of its audited
            annual financial statements;

      (19)  the Borrower shall provide the Lender promptly upon request with any
            information relating to it and/or its financial condition as the
            Lender may from time to time reasonably require in connection with
            this Agreement;

      (20)  the Borrower shall ensure that each set of audited annual financial
            statements delivered pursuant to sub-clause (r) are prepared in
            accordance with generally accepted accounting principles and on the
            same basis every year and half year (save as may be required from
            time to time as a result of changes in law or regulation or
            generally accepted accounting principles);

      (21)  each of the Borrower and CMC shall, promptly upon receipt of the
            same, deliver to the Lender a copy of any independent accountants'
            management letters received by it relating to it or any member of
            its group;

      (22)  the Borrower shall procure that:

            (1)   (at the Lender's expense) the transfer of all Existing
                  Mortgage Loans to it, pursuant to the Mortgage Transfer
                  Agreement; and

            (2)   (at the Borrower's expense) each transfer to it of any New
                  Production Mortgage Loan financed hereunder,

            is registered at HM Land Registry or Registers of Scotland within
            three months from the date of application to the relevant registry,
            provided that breach by the Borrower of this provision in relation
            to any one or more Existing Mortgage Loans or New Production
            Mortgage Loans shall not constitute an Event of Default but shall
            entitle the Lender to require repayment of the Advance, or part
            thereof, (and all interest accrued thereon) which funded the
            acquisition of the relevant New Production Mortgage Loan or Existing
            Mortgage Loan against release by the Lender of the relevant Mortgage
            Loan from the security created by the Debenture;

      (23)  the Borrower shall procure that where any retention is made in
            respect of a Mortgage Loan funded hereunder, the amount retained is,
            pending advance of the same against the relevant certificate (or
            other evidence) of completion of the relevant works, held either in
            the Borrower Funding Account or with the relevant Solicitor under
            the terms of the Initial Undertaking;

      (24)  The Borrower shall deliver to the Lender the Underwriting Guidelines
            and the forms of Mortgage Deed within 5 Business Days of the date
            hereof.


                                       43
<PAGE>   47

16.2  The Borrower shall, within one week of any written request from the Lender
      requiring delivery to it of a solvency certificate in respect of any
      Approved Affiliate and/or CMC, procure the delivery of such solvency
      certificate or certificates to the Lender which shall:-

      (1)   in the case of an Approved Affiliate each be in or substantially in
            the form set out in Schedule 2A; and

      (2)   in the case of CMC each be in or substantially in the form set out
            in Schedule 2(B),

            and, in each case, duly executed by:-

      (3)   a director of the relevant company; and

      (4)   approved by the board of the relevant company,

      together with certified copies of supporting board minutes in form and
      substance satisfactory to the Lender, (and any undertakings or assurances
      referred to in the relevant solvency certificate), it being acknowledged
      that there is no limit on the number of requests which the Lender is
      entitled to make for delivery of solvency certificates in respect of any
      such company.

16.3  The Borrower undertakes and covenants with the Lender that it shall,
      within 30 days from the date hereof, enter into the Substitute Servicing
      Agreement provided that, the Borrower shall not be deemed to be in breach
      of the undertaking contained in this clause 16.3 in the event that the
      failure to enter into the Substitute Servicing Agreement is due solely to
      either:-

      (1)   the refusal of any party ("Third Parties") other than the Borrower,
            CMS or CMC to enter into the Substitute Servicing Agreement
            (provided that the Borrower shall use reasonable endeavours to
            negotiate with Third Parties to obtain their agreement to enter into
            such agreement); or

      (2)   the failure to obtain the consents and permissions referred to in,
            and in accordance with, Clause 16.8.

16.4  The Borrower shall, promptly upon request from the Lender (the Lender to
      cover the Borrower's out of pocket costs and expenses in respect thereof),
      send or procure that the Servicer sends a notice to the Mortgagor of each
      Existing Mortgage Loan and each New Production Mortgage Loan financed
      under this Agreement, in form and substance satisfactory to the Lender,
      informing such Mortgagors, inter alia, that all Mortgage Payments should,
      following the receipt by each relevant Mortgagor of such notice, be made
      to the credit of the Borrower Collection Account or such other account
      identified by the Lender in such request provided always that:-


                                       44
<PAGE>   48

      (1)   until such time as the Lender takes any action, following the
            occurrence of any Event of Default under clause 17.1(i), (ii), (iii)
            or (iv); and

      (2)   provided that no Event of Default has occurred which is subsisting
            unremedied (to the satisfaction of the Lender) or unwaived,

      the Lender shall be obliged, before making any such request, to notify the
      Borrower and CMC and to discuss the proposals with them, provided that the
      Lender's decision as to the service of such notice (or otherwise) shall be
      final and binding.

16.5  The Borrower shall, or shall procure that the Servicer shall, within 21
      days of the advance of funds under each New Production Mortgage Loan in
      respect of which any Advance to originate or fund the purchase of such New
      Production Mortgage Loan is made, forward to the relevant Mortgagor a
      notice in the form set out in Schedule 3 to the Interim Servicing
      Agreement or, after execution thereof, the equivalent schedule in the
      Substitute Servicing Agreement.

16.6  Each of the Borrower and CMC shall, as soon as possible after the date
      hereof, take all reasonable steps and do all things necessary to procure
      (insofar as they can) that the CMC Collection Account (which is, at the
      date hereof, in the name of the Servicer) is transferred into the name of,
      and becomes an account of CMC so as to accord with the intention of, inter
      alia, CMC and the Servicer, it being acknowledged that the ability of CMC
      or the Borrower to do so is dependent upon the agreement of third parties.

16.7  Each of CMC and the Borrower shall take all necessary steps (including the
      obtaining of all relevant consents) so as to procure (in so far as they
      are able) that supplemental declarations of trust over the Securitisation
      Collection Accounts in favour of the Borrower (in respect of Existing
      Mortgage Loans and all New Production Mortgage Loans financed and to be
      financed at any time under this Agreement) are constituted and that any
      necessary amendments to existing Securitisation Collection Account Trusts
      and Securitisation Bank Agreements in order to effect the foregoing are
      made, all such matters to be approved by and in form and substance
      satisfactory to the Lender, it being acknowledged that the ability of CMC
      or the Borrower to do so is dependent upon the agreement of third parties.

16.8  CMC will cooperate with the Lender and use reasonable endeavours to
      negotiate with the relevant parties so that any intellectual property
      rights not owned by it but used by it or by the Servicer in connection
      with the performance of its or the Servicer's obligations under this
      Agreement or any other Transaction Document and in particular all software
      programs used in connection with the Mortgage Loans financed hereunder and
      their administration are, or are permitted to be charged, assigned by way
      of security, licensed or sub-licensed on a non-exclusive basis to the
      Borrower any Standby Servicer or substitute servicer and the Lender so as
      to permit the Borrower any Standby Servicer or substitute servicer and the
      Lender to use such intellectual property rights only in connection with
      the administration of the Mortgage Loans financed hereunder for so long as
      any of the Secured Sums (as defined in the Debenture) are paid in full.
      CMC will


                                       45
<PAGE>   49

      provide a report, upon the reasonable request of the Lender from time to
      time, on the steps that have been taken by CMC to obtain the consents and
      permissions referred to in this clause and shall provide to the Lender
      copies of all such consents and permissions upon receipt thereof by CMC.

16.9  In the event that:-

      (1)   CMS ceases to be affiliated (within the meaning of clause 17.6) with
            CMC, any holding company or subsidiary of CMC; and

      (2)   the Interim Servicing Agreement or, after execution of the same, the
            Substitute Servicing Agreement is terminated or becomes capable of
            being terminated (after expiration of any applicable grace periods),

      the Borrower shall procure that:-

            (1)   a substitute servicer acceptable to the Lender is appointed,
                  on terms and conditions acceptable and under documentation in
                  form and substance satisfactory to the Lender (but which terms
                  need be no more favourable to the Lender than those under the
                  Substitute Servicing Agreement), as its agent to service the
                  Existing Mortgage Loans and all New Production Mortgage Loans
                  financed hereunder in place of the Servicer within 30 days of
                  the occurrence of the event specified in (a) or (b) above; and

            (2)   such substitute servicer assumes its obligations, with
                  immediate effect, under the substitute servicing agreements
                  within such 30 day period.

16.10 If the Lender waives (in whole or part) condition precedent 3.1(c) the
      Borrower shall provide evidence satisfactory to the Lender, within 14 days
      of the date hereof, that each of the Lender and the Borrower are named
      (whether through a generic endorsement or otherwise) as additional
      assureds in respect of their respective interests, and that the Borrower
      is named as loss payee on each Block Buildings Policy and each Block Life
      Policy (and any other block buildings or life policies held by CMC or any
      Approved Affiliate), in each case subject to breach of warranty and no
      liability for premia endorsement.

17. DEFAULT

17.1  In the event of:-

      (1)   any default by the Borrower in the payment of any amount due for
            payment hereunder or under any Transaction Document within two
            Business Days after its due date; or

      (2)   the Borrower:-


                                       46
<PAGE>   50

            (1)   failing to perform its obligations under clause 16.2 (but only
                  in respect of a requirement to deliver a solvency certificate
                  in respect of CMC), clause 16.3 or clause 16.9; or

            (2)   failing to observe or perform any other covenants, obligations
                  or agreements of the Borrower under this Agreement or any
                  Transaction Document which, if (in the good faith opinion of
                  the Lender) capable of remedy shall not have been remedied (to
                  the satisfaction of the Lender) within ten Business Days of
                  being required by the Lender to do so; or

      (3)   any representation or warranty made or repeated by the Borrower
            under this Agreement (other than any representation or warranty made
            or deemed to be made pursuant to clause 14.3) or under any other
            Transaction Document or any representation and warranty made or
            repeated by CMC hereunder being or proving to be or have been untrue
            or incorrect or misleading in any material respect as at the date at
            which it was made or repeated, and in the case of any such breach
            which is (in the good faith opinion of the Lender) capable of
            remedy, the relevant breach not having been remedied within ten
            Business Days of the Lender requiring the Borrower or, as the case
            may be, CMC to do so; or

      (4)   any default by CMC in the payment of any amount due for payment
            hereunder or under the Indemnity on the due date therefor; or

      (5)   CMC failing to observe or perform any other covenant, obligation or
            agreement contained hereunder or in the Indemnity which, if (in the
            good faith opinion of the Lender) is capable of remedy has not been
            remedied (to the satisfaction of the Lender) within 10 Business Days
            of the Lender requiring CMC to do so; or

      (6)   the Interim Servicing Agreement or, after execution of the same the
            Substitute Servicing Agreement being terminated, or becoming capable
            of being terminated (after expiration of any applicable grace
            periods) in accordance with its terms other than by reason of a
            Disposal that by its terms is conditional upon a release of
            servicing in respect of such Mortgage Loans; or

      (7)   CMC or CMS failing to observe or perform any material covenant,
            obligation or agreement (including any obligation to make any
            payment) on its part to be observed or performed under any
            Transaction Document (other than, in the case of CMC, this Agreement
            or the Indemnity and, in the case of CMS the Interim Servicing
            Agreement and, after execution of the same, the Substitute Servicing
            Agreement) which if (in the good faith opinion of the Lender)
            capable of remedy shall not have been remedied (to the satisfaction
            of the Lender) within 10 Business Days (or such shorter or longer
            grace period as may apply in respect of the relevant breach under
            the relevant Transaction Document) of the Lender requiring remedy of
            the same; or


                                       47
<PAGE>   51

      (8)   any representation or warranty made or repeated by CMC or CMS under
            any Transaction Document (other than, in the case of CMC, this
            Agreement and the Indemnity and in the case of CMS the Interim
            Servicing Agreement and, after execution of the same, the substitute
            Servicing Agreement) being or becoming untrue or misleading as of
            the date on which made or repeated and, in the case of any such
            breach which is (in the good faith opinion of the Lender) capable of
            remedy, the relevant breach not having been remedied to the
            satisfaction of the Lender within 10 Business Days (or such shorter
            or longer grace period as may apply in respect of the relevant
            breach under the relevant Transaction Document) of the Lender
            requiring CMC or CMS, as the case may be, to do so; or

      (9)   the loss by CMC, the Borrower, CMS or any Approved Affiliate of its
            Consumer Credit Act Licence; or

      (10)  an adverse determination being made by the OFT in respect of any
            Minded to Revoke Notice served by the OFT on any of CMC, the
            Borrower or any Approved Affiliate in respect of the Consumer Credit
            Act Licence of CMC, the Borrower or relevant Approved Affiliate
            irrespective of any right to appeal (or other right) which the
            Borrower, CMC or Approved Affiliate may have thereafter, a
            "determination" being the decision or determination made by the
            Director (as defined under the CCA) under section 34(3) CCA in
            respect of the relevant Minded to Revoke Notice; or

      (11)  an injunction or interdict (which relates to its residential
            mortgage lending business including, without limitation, Mortgage
            Loans financed hereunder) being obtained by (or on behalf of) the
            OFT against CMC, the Borrower or any Approved Affiliate which
            remains in effect for more than 60 days;

      (12)  an order being made or an effective resolution being passed for
            winding up of the Borrower, CMC or CMS; or

      (13)  the Borrower, CMC or CMS ceasing or threatening to cease to carry on
            business or a substantial part of such business or stopping payment
            or threatening to stop payment of its debts or being or becoming
            unable to pay its debts within the meaning of Section 123(1)(a),
            (b), (c) or (d) of the Insolvency Act 1986, as that section may be
            amended, (or as the case may be any analogous provision under any
            applicable jurisdiction) or otherwise becoming unable to pay its
            debts as they fall due or the value of its assets falling to less
            than the amount of its liabilities (taking into account for both
            these purposes its contingent and prospective liabilities) or the
            Borrower, CMC or CMS otherwise becoming insolvent provided that for
            the purposes of determining whether, on any date by reference to
            which the same falls to be determined:-

            (1)   CMC is unable to pay its debts within the meaning of section
                  123 of the Insolvency Act 1986; or


                                       48
<PAGE>   52

            (2)   the value of CMC's assets are less than its liabilities
                  (taking into account its contingent and prospective
                  liabilities); or

            (3)   (to the extent relevant to the test) CMC is otherwise
                  insolvent,

            the Parent Indebtedness (as defined in Event of Default (q)) shall
            be excluded;

      (14)  proceedings being initiated against the Borrower, CMC or CMS under
            any applicable liquidation, insolvency, composition, reorganisation
            (other than a reorganisation the terms of which have been approved
            by the Lender and where the Borrower, CMC or CMS is solvent) or
            other similar laws, or a petition for an administration order being
            presented against the Borrower, CMC or CMS or an administrative or
            other receiver, administrator or other similar official in any
            applicable jurisdiction being appointed in relation to the Borrower,
            CMC or CMS or in relation to the whole or any substantial part of
            the undertaking of or assets of the Borrower, CMC or CMS or an
            encumbrancer taking possession of the whole or any substantial part
            of the undertaking or assets of the Borrower, CMC or CMS or a
            distress, diligence or execution or other process being levied or
            enforced upon or sued out against the whole or any substantial part
            of the undertaking or assets of the Borrower, CMC or CMS or the
            Borrower, CMC or CMS initiating or consenting to judicial
            proceedings relating to itself under any applicable liquidation,
            insolvency, composition, reorganisation or other similar laws or
            making a conveyance or assignment for the benefit of its creditors
            generally; or

      (15)  any material adverse change in the condition (financial, business,
            prospects or otherwise) of any of the Borrower or CMC occurring,
            which, in the reasonable judgment of the Lender is reasonably likely
            to hinder or prevent the Borrower or CMC, as the case may be, from
            performing its respective material obligations under any Transaction
            Document or is likely to adversely affect the value (to the Lender)
            of its security whether by adversely affecting the value of such
            security, the prospects of a sale thereof or otherwise; or

      (16)  any Indebtedness of the Borrower or CMC in the aggregate in excess
            of (pound)300,000 becoming due prior to its due date; or

      (17)  Cityscape or Cityscape Financial Corporation failing to observe or
            taking any steps to amend or revoke in a manner adverse to CMC the
            undertakings given in a letter dated 15 January 1998 to CMC, in
            respect of the indebtedness outstanding and payable by CMC to
            Cityscape or Cityscape Financial Corporation (the "Parent
            Indebtedness") or any steps being taken to demand or enforce payment
            of all or any part of the Parent Indebtedness by any person entitled
            to do so,

      (each of the foregoing an "Event of Default"), the Lender may, for so long
      as such event is continuing unwaived by the Lender do each or any of the
      following:


                                       49
<PAGE>   53

            (1)   declare, by notice in writing to the Borrower, any undrawn
                  portion of the Revolving Commitment or any of it to be no
                  longer available to the Borrower; and/or

            (2)   declare, by written notice to the Borrower, all Advances
                  outstanding together with all interest accrued thereon and all
                  other sums then due and outstanding hereunder from the
                  Borrower to be immediately due and payable, whereupon the same
                  shall become immediately due and payable; and/or

            (3)   enforce all or any of its security under the Security
                  Documents,

      whereupon the Lender shall cease to be obliged to make Advances hereunder.

17.2  If any Advance shall be declared immediately due and payable as aforesaid,
      the Borrower shall pay to the Lender such amount as the Lender certifies
      to be necessary to compensate it for any loss incurred (excluding loss of
      Margin) or to be incurred on account of deposits acquired or arranged in
      order to fund such Advances as a consequence of such Event of Default.

17.3  The rights conferred on the Lender pursuant to this clause 17 shall be in
      addition to whatever rights the Lender may have both at law and in equity.

17.4  The Lender may waive any default by the Borrower in the performance of its
      obligations hereunder and its consequences. Upon any such waiver of a past
      default, such default shall cease to exist, and any Event of Default
      arising therefrom shall be deemed to have been remedied for every purpose
      of this Agreement. No such waiver shall extend to any subsequent or other
      default or impair any right consequent thereon except to the extent
      expressly so waived.

17.5  The Borrower agrees to indemnify and keep indemnified the Lender from and
      against any loss, cost (including any cost of enforcement), liability
      (including any tax liability), claim or damage which the Lender incurs or
      suffers as a consequence of the occurrence of any Event of Default and the
      indemnity may, without limiting the Lender's rights, be claimed as a debt
      or liquidated demand.

17.6  With effect from the date upon which CMS ceases to be affiliated with CMC,
      any holding company or subsidiary of CMC, no event which would constitute
      an Event of Default under clause 17 in respect of CMS alone (other than a
      breach of clause 16.9) shall, from that date, be capable of constituting
      an Event of Default hereunder and, for such purpose, CMS shall be deemed
      to be affiliated with any such company until such time as no such company
      holds, directly or indirectly, any shares (or other controlling interests)
      in it.

17.7  The Lender acknowledges that the existence of the marketing arrangements
      between, inter alia, CMC and the Lender in existence at the date hereof
      shall not constitute any breach of Clause 17.1(m) as at the date hereof.


                                       50
<PAGE>   54

18. DEFAULT INTEREST

18.1  If any sum due and payable by the Borrower hereunder is not paid on the
      due date therefor or if any sum due and payable by the Borrower under any
      judgement or decree of any court in connection herewith is not paid on the
      date of such judgement or decree, the period beginning on such due date
      or, as the case may be, the date of such judgement or decree and ending on
      the date upon which the obligation of the Borrower to pay such sum (the
      balance thereof for the time being unpaid being herein referred to as an
      "unpaid sum") is discharged shall be divided into successive periods, each
      of which (other than the first) shall start on the last day of the
      preceding such period and the duration of each of which shall (except as
      otherwise provided in this clause 18) be selected by the Lender.

18.2  During each such period relating thereto as is mentioned in clause 18.1 an
      unpaid sum shall bear interest at the rate per annum which is the sum from
      time to time of one per cent and the Margin in respect thereof at such
      time and LIBOR on the first day of the relevant period provided that:

      (1)   if, for any such period, LIBOR cannot be determined, the rate of
            interest applicable to such unpaid sum shall be the rate per annum
            which is the sum of one per cent and the Margin in respect thereof
            at such time and the rate per annum determined by the Lender to be
            equal to the rate which express as a percentage rate per annum
            equals the cost to it of funding such unpaid sum for such period
            from whatever sources it may select; and

      (2)   if such unpaid sum is all or part of an Advance which became due and
            payable on a day other than the Repayment Date therefor, the first
            such period applicable thereto shall be of a duration equal to the
            unexpired portion of that Term and the rate of interest applicable
            thereto from time to time during such period shall be that which
            exceeds by one per cent the rate which would have been applicable to
            it had it not so fallen due.

18.3  Any interest which shall have accrued under clause 18 in respect of an
      unpaid sum shall be due and payable and shall be paid by the Borrower at
      the end of the period by reference to which it is calculated or on such
      other dates as the Lender may specify by written notice to the Borrower.

19. CURRENCY OF ACCOUNT

19.1  Sterling is the currency of account and payment for each and every sum at
      any time due from the Borrower hereunder provided that each payment in
      respect of costs and expenses shall be made in the currency in which the
      same were incurred.

19.2  If any sum due from the Borrower under this Agreement or any order or
      judgement given or made in relation hereto has to be converted from the
      currency (the "first currency") in which the same is payable hereunder or
      under such order, decree or judgement into


                                       51
<PAGE>   55

      another currency (the "second currency") for the purpose of (a) making or
      filing a claim or proof against the Borrower, (b) obtaining an order,
      decree or judgement in any court or other tribunal or (c) enforcing any
      order, decree or judgement given or made in relation hereto, the Borrower
      shall indemnify and hold harmless each of the persons to whom such sum is
      due from and against any loss suffered as a result of any discrepancy
      between (i) the rate of exchange used for such purpose to convert the sum
      in question from the first currency into the second currency and (ii) the
      rate or rates of exchange at which such person may in the ordinary course
      of business purchase the first currency with the second currency upon
      receipt of a sum paid to it in satisfaction, in whole or in part, of any
      such order, judgement, decree, claim or proof.

20. SET-OFF

20.1  The Borrower authorises the Lender to apply any credit balance to which
      the Borrower is entitled on any account of the Borrower with the Lender in
      satisfaction of any sum due and payable from the Borrower to the Lender
      hereunder but unpaid.

20.2  All payments required to be made by the Borrower hereunder shall be
      calculated without reference to any set-off, deduction or counterclaim and
      shall be made free and clear of and without any deduction for or on
      account of any set-off, deduction or counterclaim.

21. CALCULATION OF INTEREST

      Interest shall accrue from day to day and shall be calculated on the basis
      of a year of 365 days and the actual number of days elapsed.

22. COSTS AND EXPENSES

22.1  The Borrower shall, save where expressed to the contrary in any other
      Transaction Document, from time to time on demand of the Lender, reimburse
      the Lender for all reasonable costs and expenses (including legal fees)
      together with any VAT thereon (including the legal expenses referred to in
      the Fee Letter) incurred by it in connection with the negotiation,
      preparation and execution of this Agreement, the Transaction Documents and
      the completion of the transactions pursuant to this Agreement or the
      Transaction Documents or in connection with the preservation and/or
      enforcement of any of the rights of the Lender under this Agreement and
      the Transaction Documents.

22.2  The Borrower shall pay all stamp, registration and similar taxes to which
      this Agreement or any judgement or decree given in connection herewith is
      or at any time may be subject (including in relation to the perfection of
      security granted by the Security Documents) and shall, from time to time
      on demand of the Lender, indemnify the Lender against any liabilities,
      costs, claims and expenses resulting from any failure to pay or any delay
      in paying any such tax.

22.3  The Borrower shall, from time to time on demand of the Lender compensate
      the Lender at such daily and/or hourly rates as the Lender shall from time
      to time reasonably


                                       52
<PAGE>   56

      determine for the time and expenditure, all costs and expenses (including
      telephone, fax, copying, travel and personnel costs) incurred by the
      Lender in connection with its taking such action as it may deem
      appropriate or in complying with any request by the Borrower in connection
      with (a) the granting or proposed granting of any waiver or consent
      requested hereunder by the Borrower; (b) any actual, potential or
      reasonably suspected breach by the Borrower of its obligations hereunder;
      (c) the occurrence of any event which is an Event of Default or a
      Potential Event of Default; or (d) any amendment or proposed amendment
      hereto requested by the Borrower.

23. RELEASE FEES

      The Borrower shall pay a fee to the Lender with respect to each Mortgage
      Loan financed under this Agreement in an amount equal to 1.0% of the
      unpaid principal balance of such Mortgage Loan as of the Interest Payment
      Date immediately preceding the date on which such Mortgage Loan is
      released from the Debenture for any reason, whether due to a sale or other
      disposition of the Mortgage Loan by the Borrower, CMC or the Lender
      (including pursuant to liquidation following enforcement of the Lender's
      remedies thereunder), prepayment, repayment or otherwise. The fee payable
      under this clause with respect to any Mortgage Loan shall be due and
      payable on the date of the relevant release from the Debenture.

24. REMEDIES AND WAIVERS

      No failure to exercise, nor any delay in exercising, on the part of the
      Lender, any right or remedy hereunder shall operate as a waiver thereof,
      nor shall any single or partial exercise of any right or remedy prevent
      any further or other exercise thereof or the exercise of any other right
      or remedy. The rights and remedies herein provided are cumulative and not
      exclusive of any rights or remedies provided by law.

25. CONFIDENTIALITY

      The Borrower shall not, without the prior written consent of the Lender,
      disclose to any person the existence or any details concerning the
      Transaction Documents except to the extent such disclosure is contemplated
      in any Transaction Document, or is required pursuant to the application of
      any applicable law or an order of a court of competent jurisdiction, or is
      made to the Borrower's auditors or other professional advisors who are
      subject to confidentiality restrictions imposed by a professional body
      which are substantially similar to those set forth above.

26. NOTICES

26.1 Addresses

      Any notice or other communication or document to be made or delivered
      under this Agreement shall be made or delivered by fax or otherwise in
      writing. Each notice, communication or other document to be delivered to
      any party to this Agreement shall


                                       53
<PAGE>   57

      (unless that other person has by fifteen days' written notice to the other
      party specified another address or fax number) be made or delivered to
      that person at the address(es) or fax number (if any) set out below:-

      (a)   in the case of the Lender to their branch office in the United
            Kingdom, facsimile number: 0171 375 5510, attention Jeff Beckwith
            with a simultaneous copy to the office of the General Counsel
            located at 600 Steamboat Road, Greenwich, Connecticut 06830, USA,
            facsimile number: 001 203 629 4571, attention
            General Counsel;

      (b)   in the case of the Borrower, to its offices at Cityscape House,
            Croxley Business Park, Watford WD1 8YF, facsimile number: 01923
            426456, attention Company Secretary;

      (c)   in the case of CMC, to its offices at Cityscape House, Croxley
            Business Park, Watford, WD1 8YF, facsimile number: 01923 426456,
            attention Company Secretary.

26.2 Deemed Delivery

      Any notice, communication or document to be delivered to any person shall
      be deemed to have been delivered:-

      (1)   in the case of personal delivery, at the time of such delivery;

      (2)   in the case of delivery by post, on the business day following the
            day on which it was posted and in proving such delivery it shall be
            sufficient to prove that the relevant notice, communication or
            document was properly addressed, stamped and posted (by airmail, if
            to another country) in the United Kingdom or, in the case of service
            to or from an address outside the United Kingdom at 9.00 a.m. on the
            fourth day following the day on which it was posted;

      (3)   in the case of any notice or other communication by fax, (a) on the
            business day the same was transmitted so long as there is evidence
            that such fax message was received prior to 5.00 p.m. local time of
            the recipient on such day and such day is a business day for the
            recipient, otherwise (b) on the business day following the day on
            which it was transmitted and, in either case, in proving such
            delivery it shall be sufficient to prove that the whole of the fax
            message was received on any fax machine of the recipient and that
            there was no evidence that such transmission had been interrupted.

27. SEVERABILITY

      If at any time any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under the law of any jurisdiction,
      that shall not affect or impair:-


                                       54
<PAGE>   58

      (1)   the legality, validity or enforceability in that jurisdiction of any
            other provision of this Agreement; or

      (2)   the legality, validity or enforceability under the law of any other
            jurisdiction of that or any other provision of this Agreement.

28. WAIVER

      The Lender confirms that, as at the date hereof, it has no actual
      knowledge of any breach by the Borrower of any representation and warranty
      under clause 14.3(A) relating to any Existing Mortgage Loan other than
      those relating to the OFT Affected Loans subject to the waiver under
      Clause 3.3 of the Mortgage Transfer Agreement.

29. ASSIGNMENT

29.1 The Lender may at any time:-

      (1)   sub-participate all or any part of its rights or benefits under this
            Agreement; and

      (2)   assign or transfer all or any part of its rights or benefits under
            this Agreement provided that:-

            (1)   if such assignment or transfer is to any person other than a
                  subsidiary, holding company of or other member of the Lender's
                  group such assignment or transfer shall require the prior
                  consent of the Borrower (such consent not to be unreasonably
                  withheld); and

            (2)   if, at the time and as a result of any proposed transfer or
                  assignment, the Borrower would incur any increased cost or be
                  liable to make payments in excess of those required to be made
                  hereunder immediately prior thereto (other than any minimum
                  liquid asset costs) such assignment or transfer is on terms
                  that the Borrower is not and will not be liable for any such
                  increased cost or liability.

29.2  The Borrower shall not be entitled to assign, transfer or otherwise
      dispose of all or any of its rights or benefits under this Agreement
      without the prior written consent of the Lender.

29.3  The Lender may disclose to a proposed assignee, transferee or
      sub-participant information in its possession relating to the provisions
      of this Agreement and the Transaction Documents which it considers
      necessary or desirable to disclose for the purposes of the proposed
      assignment, transfer or sub-participation, notwithstanding the provisions
      of clause 24 (Confidentiality).


                                       55
<PAGE>   59

29.4  This Agreement shall bind and inure to the benefit of and be enforceable
      by the Lender and its respective successors, transferees and assigns and
      references to the Lender shall be deemed to include references to each of
      the foregoing.

30. RESTRUCTURING AGREEMENT

      Save as regards clause 12 (exclusivity) of the Restructuring Agreement
      (which shall remain in full force and effect) the Restructuring Agreement
      shall, with effect from the date hereof, cease to have effect.

31. FURTHER ASSURANCE

      The Borrower shall, from time to time on being required to do so by the
      Lender, now or at any time in the future, do or procure the doing of all
      such acts and/or execute or procure the execution of all such documents in
      a form satisfactory to the Lender as the Lender may consider necessary for
      giving full effect to this Agreement and the Transaction Documents and
      securing to the Lender the full benefit of the rights, powers and remedies
      conferred upon the Lender in this Agreement or any Transaction Documents.

32. GOVERNING LAW

      The Agreement shall be governed by and construed in accordance with the
      laws of England (other than any terms hereof particular to the laws of
      Scotland which shall be construed in accordance therewith) and the parties
      hereto hereby submit to the jurisdiction of the courts of England and
      Wales.

IN WITNESS WHEREOF, this Agreement is duly executed the date and year first
above written.

 ................................
for and on behalf of
MORTGAGE MANAGEMENT LIMITED

Witness.........................

Occupation......................

Address.........................

 ................................

 ................................

 ................................
for and on behalf of GREENWICH


                                       56
<PAGE>   60

INTERNATIONAL, LTD.

Witness...............................


Occupation............................


Address...............................


 ......................................


 ......................................



 ......................................
for and on behalf of CITY MORTGAGE
CORPORATION LIMITED


Witness...............................


Occupation............................


Address...............................


 ......................................


 ......................................


                                       57
<PAGE>   61

                                   SCHEDULE 1

                            FORM OF DRAWDOWN REQUEST
                                (INITIAL ADVANCE)


                                                      Date: 27 February 1998

To:   Greenwich International, Ltd.
      1 Jermyn Street
      7th Floor
      London
      SW1Y 4UH


Dear Sirs,

We hereby request that you finance the purchase of the Mortgage Loans set forth
in the Mortgage Transfer Agreement of even date (the "Mortgage Loans") pursuant
to the terms of the Loan Facility Agreement (as amended and supplemented from
time to time; "the Agreement") dated February 27, 1998, between Greenwich
International, Ltd. as Lender, Mortgage Management Limited, as Borrower and City
Mortgage Corporation Limited.

The Mortgage Loans and Collateral Security relating thereto will be transferred
to the Borrower pursuant to the Mortgage Transfer Agreement today. In accordance
with the Agreement, we hereby deliver a data tape in computer-readable form in
respect of the Mortgage Loans as required under the terms of the Agreement.

The undersigned hereby certifies to the Lender on behalf of the Borrower that
all conditions precedent to the making of the Initial Advance contained in
Section 4.1 of the Agreement have been satisfied on or prior to the date hereof.

Yours faithfully


 ....................................
MORTGAGE MANAGEMENT LIMITED


                                       58
<PAGE>   62

                            FORM OF DRAWDOWN REQUEST
                              (REVOLVING ADVANCES)

                                                          Date:               19

To:   Greenwich International, Ltd.
      1 Jermyn Street
      7th Floor
      London
      SW1Y 4UH


Dear Sirs,

We hereby request that you finance the origination of the Mortgage Loans set
forth in the Preliminary Mortgage Loan Schedule attached hereto ("the Mortgage
Loans") pursuant to the terms of the Loan Facility Agreement (as amended and
supplemented from time to time; "the Agreement") dated February [ ], 1998,
between Greenwich International, Ltd. as Lender, Mortgage Management Limited, as
Borrower and City Mortgage Corporation Limited. The undersigned hereby certifies
that the Advance Date Principal Balance of such Mortgage Loans is (pound)[ ].
The proposed closing date on which funds in respect of which the Advance is
requested hereby will be advanced to the relevant Solicitors (for advance to
relevant Mortgagors) (the "Advance Date").

The Mortgage Loans and Collateral Security relating thereto will be transferred
to the Borrower by [City Mortgage Corporation Limited/name of Approved Affiliate
(as approved by you) on the Advance Date or, if later, the date on which the
funds under the relevant Mortgage Loan are advanced to the Mortgagor and the
Mortgage completed. In accordance with the Agreement, we hereby deliver and
Initial Undertaking in the prescribed format in relation to the Mortgage Loans
and we confirm that we have, on or before the date hereof, delivered a data tape
in computer-readable form in respect of the Mortgage Loans as required under the
terms of the Agreement.

We hereby confirm and undertake to procure that at the time of the relevant
advance each of the Mortgaged Properties will be insured against fire and all
other perils as would be insured against in a home owners comprehensive risk
policy.

The undersigned hereby certifies to the Lender on behalf of the Borrower that
all conditions precedent to the making of Advances contained in Section 4.2 of
the Agreement have been satisfied on or prior to the date hereof.

Yours faithfully


 ..................................
Director:   MORTGAGE MANAGEMENT LIMITED


                                       59
<PAGE>   63

                                 Mortgage Loans


<TABLE>
<CAPTION>
                    Mortgage Loan     Title Number       Address of
Borrower            Number                               Property
<S>                 <C>               <C>                <C>
</TABLE>


                                       60
<PAGE>   64

                                   SCHEDULE 2A

                          FORMS OF SOLVENCY CERTIFICATE


                                       61
<PAGE>   65

                                   SCHEDULE 2B


                                       62
<PAGE>   66

                                   SCHEDULE 3

                             MORTGAGE LOAN DOCUMENTS

33.   Mortgage Deed (incorporating Mortgage Conditions) (and in the case of
      loans regulated by the Consumer Credit Act, the relevant Consumer Credit
      Agreement)

34.   Mortgage Offer (with relevant Customer Care Booklet if such is required)

35.   Solicitor's Certificate of Title

36.   Postponement Agreement from occupants of the relevant Mortgaged Property
      where appropriate or MHA Documentation (if relevant)

37.   Copy Notice to Lessor of Charge over Lease (in the case of leasehold
      property) where required

38.   Copy Notice to Mortgagor of Transfer of Mortgage

39.   Title deeds (so far as the same are relevant), searches (other than local
      authority searches) and enquiries relating to the relevant Mortgaged
      Property and in the case of property being purchased the transfer or
      conveyance to the relevant Mortgagor

40.   Where applicable Form 53 or vacating receipt or deed of release in
      relation to all existing encumbrances affecting the relevant Mortgaged
      Property at the time of the making of the relevant advance save for those
      encumbrances which, in accordance with the relevant Originator's
      instructions, are not to be released

41.   Valuer's Report

42.   Copy NHBC Insurance Policies and Notices or like documents (if relevant)
<PAGE>   67
                             SCHEDULE OF AGREEMENTS


Proceeds Agreement

Origination and Transfer Agreement

Debenture Creating a Floating Charge

Postponed to All Other Security Interests

Bank Account Assignment

Charge of Shares

CMC Charge
<PAGE>   68

                                                                  EXECUTION COPY

                               PROCEEDS AGREEMENT

                                     between

                           MORTGAGE MANAGEMENT LIMITED

                                       and

                          GREENWICH INTERNATIONAL, LTD.

                                       and

                        CITY MORTGAGE CORPORATION LIMITED

                                       and

                         CITY MORTGAGE SERVICING LIMITED

                                       and

                         CITY MORTGAGE FUNDING 1 LIMITED

                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171-360 3600
                               Fax: 0171-626 7937

                               Ref:JCW/13568/30020
<PAGE>   69

                                    CONTENTS


Clause                                                              Page No.

1.    INTERPRETATION......................................................  2

2.    ACCOUNTS............................................................  12

3.    PAYMENT OF PROCEEDS.................................................  13

4.    CALCULATIONS........................................................  16

5.    RELEASES AND AGENCY.................................................  17

6.    APPLICATION OF PROCEEDS PRIOR TO AN EVENT OF DEFAULT................  19

7.    APPLICATION  FOLLOWING  AN EVENT OF DEFAULT BUT PRIOR TO
      ACCELERATION OR ENFORCEMENT.........................................  24

8.    APPLICATION FOLLOWING ACCELERATION OR ENFORCEMENT...................  25

9.    CMR6 SECURITISATION RESIDUALS.......................................  26

10.   RELEASED PROCEEDS...................................................  27

11.   PAYMENTS TO LENDER..................................................  27

12.   REPRESENTATIONS AND WARRANTIES......................................  27

13.   COSTS AND EXPENSES..................................................  29

14.   REMEDIES AND WAIVERS................................................  29

15.   CONFIDENTIALITY.....................................................  29

16.   NOTICES.............................................................  30

17.   SEVERABILITY........................................................  31

18.   ASSIGNMENT..........................................................  31

19.   ACCESSION...........................................................  31

20.   GOVERNING LAW.......................................................  32

<PAGE>   70

THIS AGREEMENT is made on      February 1998 between:

(1)   MORTGAGE MANAGEMENT LIMITED, a company incorporated under the laws of
      England and Wales, registered number 200263 whose registered office is at
      Harcourt House, 19 Cavendish Street, London, W1A 2AW (the "Borrower"); and

(2)   GREENWICH INTERNATIONAL LTD., a company incorporated under the laws of
      Bermuda, whose registered office is at Cedar House, 41 Cedar Avenue,
      Hamilton, Bermuda and whose United Kingdom branch office is at 1 Jermyn
      Street, 9th Floor, London SW1Y 4UA (the "Lender"); and

(3)   CITY MORTGAGE CORPORATION LIMITED, a company incorporated under the laws
      of England and Wales, registered number 3043775 whose registered office is
      at Harcourt House, 19 Cavendish Street, London, W1A 2AW (the "CMC"); and

(4)   CITY MORTGAGE FUNDING 1 LIMITED, a company incorporated under the laws of
      England and Wales, registered number 3299937 whose registered office is at
      Cityscape House, Croxley Business Park, Watford WD1 8YF ("CMF"); and

(5)   CITY MORTGAGE SERVICING LIMITED, a company incorporated under the laws of
      England and Wales, registered number 3043775 whose registered office is at
      Harcourt House, 19 Cavendish Square, London W1A 2AW (the "Servicer" which
      term where the context permits shall include any substitute servicer,
      including the Standby Servicer).

WHEREAS:-

(1)   CMC and the Lender have entered into the Mortgage Loan Purchase Agreement
      and the Commitment Letter pursuant to which Mortgage Loans may be sold by
      CMC and its Originating Subsidiaries to the Lender.

(2)   CMC and CMF have entered into the Origination and Purchase Agreement and
      CMF and the Lender have entered into the Supplemental Agreement pursuant
      to which Mortgage Loans may, in lieu of being sold by CMC and its
      Originating Subsidiaries to the Lender under the Mortgage Loan Purchase
      Agreement and Commitment Letter, be sold by CMC and its Originating
      Subsidiaries to CMF and, immediately thereafter, by CMF to the Lender.

(3)   Certain of the Mortgage Loans sold to the Lender pursuant to the foregoing
      agreements have been subsequently securitised under the Securitisations.

(4)   Pursuant to a letter dated 25 February 1998 the Lender issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Commitment Letter and the Mortgage Loan Purchase Agreement.

(5)   CMC, CMS and the Lender have agreed to provide the financing arrangements
      relating to the Existing Mortgage Loans and the New Production Mortgage
      Loans and as part of


                                       1
<PAGE>   71

      those arrangements the Lender has agreed to make available the Facility to
      the Borrower on the terms and subject to the conditions of the Loan
      Facility Agreement so as to enable the Borrower to purchase the Existing
      Mortgage Loans and to finance the purchase by the Borrower of New
      Production Mortgage Loans.

(6)   The Borrower has agreed to secure its obligations under, inter alia, the
      Loan Facility Agreement pursuant to the Debenture and the Borrower Account
      Assignments.

(8)   CMC has agreed to indemnify the Lender in respect of, inter alia, the
      obligations of the Borrower under the Loan Facility Agreement and has
      agreed to secure its obligations under such indemnity and under the other
      Transaction Documents pursuant to the CMC Charge, the CMC Floating Charge,
      the CMC Proceeds Account Assignment, the Borrower Share Charge and the CMS
      Share Charge.

(9)   The parties hereto wish to enter into this Agreement to regulate the
      manner in which disposals of Existing Mortgage Loans and New Production
      Mortgage Loans financed under the Loan Facility Agreement and
      Securitisation Residuals will be effected and the manner in which
      Securitisation Residual Proceeds, Mortgage Loan Proceeds, Securitisation
      Residual Receipts and all interest, principal and other amounts received
      or recovered under or in respect of Existing Mortgage Loans and New
      Production Mortgage Loans financed under the Loan Facility Agreement will
      be distributed amongst themselves.

1.  INTERPRETATION

1.1  Definitions

      In this Agreement (including the recitals hereto) capitalised terms
      defined in the Loan Facility Agreement shall have the same meanings herein
      and the following terms shall have the respective meanings set forth
      below:-

      "Acceleration" means any acceleration of the Advances under the Loan
      Facility Agreement following the occurrence of an Event of Default
      thereunder.

      "Account Bank" means National Westminster Bank Plc or such other bank or
      financial institution as may be substituted as account bank pursuant to
      one or more the of Securitisations.

      "Agreement" means this Proceeds Agreement, including all schedules and
      annexures hereto, which expression shall include the same as varied,
      supplemented, re-stated, extended or replaced from time to time.

      "basis point" means one hundredth of one per. cent (1/100th of 1%).

      "Borrower Account Assignments" means the Borrower Funding Account
      Assignment and the Borrower Collection Account Assignment.


                                       2
<PAGE>   72

      "Borrower Entitlement" means, on each Interest Payment Date, an amount
      equal to all amounts credited to Borrower Collection Account (before
      application on the Relevant Interest Payment Date) which represent
      Mortgage Loan Interest (as determined under Clause 4.2) multiplied by one
      basis point.

      "Breached Mortgage Loan" means any Existing Mortgage Loan or New
      Production Mortgage Loan financed under the Loan Facility Agreement in
      respect of which the Lender has determined in its sole good faith
      judgment, that there exists a subsisting breach of a representation or
      warranty under Clause 14.3 of the Loan Facility Agreement in respect of
      which either:-

      (a)   the provisions of Clause 15.3(b) of the Loan Facility Agreement
            apply; or

      (b)   the provisions of Clause 15.4 of the Loan Facility Agreement apply.

      "Business Day" means a day (other than a Saturday or Sunday) on which
      banks are generally open for business in London and New York.

      "CMR1 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 1 Plc.

      "CMR2 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 2 Plc.

      "CMR3 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 3 Plc.

      "CMR4 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 4 Plc.

      "CMR5 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 5 Plc.

      "CMR6 Securitisation" means the Securitisation in respect of which the
      Issuer is City Mortgage Receivables 6 Plc.

      "Collateral Value" means, on any date on which the same falls to be
      determined, the sum of:

            (a)   the fair market value of all Securitisation Residuals as
                  determined solely by the Lender (acting in good faith)
                  calculated for the most recent Interest Payment Date, taking
                  into account the data available to the Lender as of such
                  calculation date adjusted to reflect the release of any
                  Securitisation Residuals from the CMC Charge or the Debenture
                  since such date of calculation; and


                                       3
<PAGE>   73

            (b) the Loan Value.

      "Collateral Value Ratio" means, on any day on which the same falls to be
      determined, the ratio (expressed as a percentage) of all Advances
      outstanding under the Loan Facility Agreement to Collateral Value.

      "Collection Period" means the calendar month immediately prior to the
      calendar month in which the relevant Interest Payment Date falls.

      "Determination Date" means the last day of each Collection Period.

      "Disposal" means:

            (a)   in respect of any Securitisation Residuals the sale or other
                  disposition of all or any part thereof by CMC, the Borrower or
                  the Lender as mortgagee or heritable creditor and which, in
                  the case of a sale or other disposition prior to an
                  Acceleration or Enforcement complies with the provisions of
                  clause 6.7; and

            (b)   in the case of any Existing Mortgage Loan or any New
                  Production Mortgage Loan which, in either case, is,
                  immediately prior to the relevant sale or other disposition,
                  financed under the Loan Facility Agreement the sale or other
                  disposition (whether through a securitisation, whole loan sale
                  or otherwise), by the Borrower or the Lender as mortgagee or
                  heritable creditor, whether such sale or other disposition is
                  of both the legal and equitable title or whether the sale or
                  other disposition is merely of the equitable or other
                  beneficial interest.

      "Distribution Date" means any date (other than an Interest Payment Date or
      a Late Interest Payment Distribution Date) on which any Proceeds fall to
      be distributed under clause 6 or clause 7 of this Agreement being any
      Business Day nominated by either the Lender or the Borrower, acting
      reasonably, provided that no less than two Business Days prior written
      notice of such nomination shall have been given by the Lender or, as the
      case may be, the Borrower to each of the Borrower, the Lender and the
      Servicer.

      "Enforcement" means any enforcement by the Lender of any of its security
      under any Security Document irrespective of whether, at that time, an
      Acceleration shall have occurred.

      "Enforcement Expenses" shall have the meaning attributed to it in the
      Interim Servicing Agreement and, after execution of the same, the
      Substitute Servicing Agreement.

      "Existing Mortgage Loans" means those Mortgage Loans to be purchased by
      the Borrower from, inter alia, the Lender and CMF pursuant to the terms of
      the Mortgage Transfer Agreement.


                                       4
<PAGE>   74

      "First Mortgage Payment" means, in respect of any Existing Mortgage Loan
      or New Production Mortgage Loan financed under the Loan Facility
      Agreement, the first payment of principal and/or interest due from the
      relevant Mortgagor thereunder.

      "Insurance Premia" means, in respect of any Existing Mortgage Loan and any
      New Production Mortgage Loan financed under the Loan Facility Agreement,
      any payment or other recovery of amounts representing any insurance
      premium payable by the relevant Mortgagor, including, without limitation
      those in respect of any relevant Buildings Policy, which is received or
      recovered by or on behalf of the Borrower.

      "Insurance Proceeds" means all insurance proceeds paid by any insurer,
      including without limitation, under or in respect of any Buildings Policy
      in relation to any Existing Mortgage Loan and any New Production Mortgage
      Loan financed under the Loan Facility Agreement.

      "Issuers" means each of City Mortgage Receivables 1 Plc (Company No.
      3126751), City Mortgage Receivables 2 Plc (Company No. 3245450), City
      Mortgage Receivables 3 Plc (Company No. 3245445), City Mortgage
      Receivables 4 Plc (Company No. 3246090), City Mortgage Receivables 5 Plc
      (Company No. 3304205) and City Mortgage Receivables 6 Plc (Company No.
      3328209).

      "Junior Mortgage Loan" means any Existing Mortgage Loan and New Production
      Mortgage Loan financed under the Loan Facility Agreement which is secured
      other than by way of first ranking legal mortgage or first ranking
      Standard Security.

      "Late Interest Payment Distribution Date" means, in relation to any
      Interest Payment Date, the first Business Day following such Interest
      Payment Date by which the Lender shall have agreed the determinations of
      the Servicer under clause 4.2(a) and the computations of Collateral Value
      and Loan Value in accordance with clauses 4.2(d) and 4.1(e).

      "Loan Value" means, on any date for which the same falls to be determined,
      the aggregate value of:

            (a)   the Existing Mortgage Loans;

            (b)   all New Production Mortgage Loans financed under the Loan
                  Facility Agreement; and

            (c)   all Pending Mortgage Loans,

      the value of each such Existing Mortgage Loan and New Production Mortgage
      Loan for such purpose being the unpaid principal balance (but excluding
      capitalised interest, fees, charges and penalties) of such Mortgage Loan
      as at the Relevant Date multiplied by the applicable percentage set out
      below (the date by reference to which each such Mortgage Loan is
      categorised as being of a type set out below being the Relevant Date) and
      the


                                       5
<PAGE>   75

      value of each Pending Mortgage Loan for such purpose being the amount
      which would, if the same were completed on the relevant Interest Payment
      Date or Distribution Date, be the unpaid principal balance (excluding
      capitalised interest, fees, charges and penalties) thereof on such date
      multiplied by the percentage for a Performing Senior Mortgage Loan or
      Performing Junior Mortgage Loan, as applicable, set out below:-

<TABLE>
<CAPTION>
      <S>                                         <C>
      Performing Senior Mortgage Loan             100%

      Performing Junior Mortgage Loan              95%

      Nonperforming Senior Mortgage Loan           70%

      Nonperforming Junior Mortgage Loan           30%

      First Pay Default Mortgage Loan               0%

      Breached Mortgage Loan                        0%,
</TABLE>

      "Relevant Date" for such purpose being:

            (a)   where Loan Value falls to be determined for any Interest
                  Payment Date, the immediately preceding Determination Date;
                  and

            (b)   where Loan Value falls to be determined for any Distribution
                  Date other than an Interest Payment Date (which includes for
                  such purpose a Late Interest Payment Distribution Date), the
                  immediately preceding Interest Payment Date for which Loan
                  Value has been determined under this Agreement,

      Provided always that where Loan Value falls to be determined for any
      Distribution Date which is not an Interest Payment Date, Loan Value shall
      be adjusted so as to reflect any disposals of such Mortgage Loans since
      the immediately preceding Interest Payment Date.

      "Loan Value Ratio" means, on any day on which the same falls to be
      determined, the ratio (expressed as a percentage) of all Advances
      outstanding under the Loan Facility Agreement to Loan Value.

      "Monthly Payment" means in respect of any Existing Mortgage Loan or New
      Production Mortgage Loan financed under the Loan Facility Agreement, the
      monthly payment due and payable by the relevant Mortgagor on the relevant
      Monthly Payment Date.

      "Monthly Payment Date" means, in respect of each Existing Mortgage Loan
      and each New Production Mortgage Loan financed under the Loan Facility
      Agreement, the day in each month on which the relevant Mortgagor is
      obliged to make his or her monthly payment of interest and where
      applicable, principal.


                                       6
<PAGE>   76

      "Mortgage Loan Interest" means, with respect to any Existing Mortgage Loan
      and any New Production Mortgage Loan financed under the Loan Facility
      Agreement, any payment or other recovery of interest (which shall include
      all interest payable under the relevant Mortgage Loan including default
      interest and any other redemption charges) under or in respect of such
      Mortgage Loan, which is received or recovered by or on behalf of the
      Borrower.

      "Mortgage Loan Proceeds" means, in respect of Existing Mortgage Loans and
      New Production Mortgage Loans financed under the Loan Facility Agreement,
      the aggregate amount of:-

            (a)   all cash consideration received by or on behalf of the
                  Borrower or the Lender by or on behalf of the Borrower or as
                  mortgagee upon or as a result of the Disposal of some or all
                  of such Existing Mortgage Loans or New Production Mortgage
                  Loans; and

            (b)   any non-refundable deposit or other advance payment paid to or
                  for the account of the Borrower or the Lender as mortgagee by
                  any person acquiring or proposing to acquire all or any of
                  such Existing Mortgage Loans or New Production Mortgage Loans
                  under a contract or offer to purchase or otherwise acquire the
                  same which has been withdrawn, terminated, cancelled or has
                  lapsed,

      irrespective of whether the same shall become due upon or at any time
      after the relevant Disposal.

      "New Production Mortgage Loans" means Mortgage Loans originated by CMC and
      any of its Approved Affiliates on or after the date hereof.

      "Nonperforming Junior Mortgage Loan" means a Junior Mortgage Loan which is
      also a Nonperforming Mortgage Loan.

      "Nonperforming Mortgage Loan" means, on any date, any Existing Mortgage
      Loan or New Production Mortgage Loan financed under the Loan Facility
      Agreement in respect of which all or any part of a Monthly Payment remains
      30 days or more past its due date but which is not a First Pay Default
      Mortgage Loan.

      "Nonperforming Senior Mortgage Loan" means each Existing Mortgage Loan and
      New Production Mortgage Loan financed under the Facility Agreement which:

            (a)   is a Nonperforming Mortgage Loan; and

            (b)   which is not a Junior Mortgage Loan.


                                       7
<PAGE>   77

      "Pending Mortgage Loan" means, on any date, each mortgage loan which any
      Originator has agreed to advance to a Mortgagor but which has not, at the
      relevant date, been advanced and in respect of which:-

            (a)   the Lender has made an Advance under the Loan Facility
                  Agreement; and

            (b)   the Advance so made has been credited to, and remains
                  deposited in, the Borrower Funding Account or has been
                  transmitted to and remains with solicitors.

      "Performing Junior Mortgage Loan" means a Junior Mortgage Loan which is
      not a Nonperforming Mortgage Loan.

      "Performing Senior Mortgage Loan" means each Existing Mortgage Loan and
      New Production Mortgage Loan financed under the Loan Facility Agreement
      which:-

            (a)   is secured by way of first ranking legal mortgage or first
                  ranking Standard Security; and

            (b)   is not a Non-performing Mortgage Loan.

      "Permitted Percentage" has the meaning attributed to it in clause 6.6

      "Principal" means, with respect to any Existing Mortgage Loan and any New
      Production Mortgage Loan financed under the Loan Facility Agreement, any
      payment of amounts other than:

            (a)   Mortgage Loan Interest; and

            (b)   Insurance Premia,

      under or in respect of such Mortgage Loan which is received by or on
      behalf of the Borrower other than any such sum which comprises Mortgage
      Loan Proceeds (in which event it will be treated, for the purpose of this
      Agreement, as Mortgage Loan Proceeds and not Principal).

      "Proceeds" means Securitisation Residual Proceeds, Mortgage Loan Proceeds,
      Securitisation Residual Receipts, Principal, Mortgage Loan Interest and
      all other amounts received or recovered in respect of the assets subject
      to the Security Documents (other than any such of CMC's assets are subject
      only to the CMC Floating Charge) and other than, from time to time,
      amounts credited to the Borrower Working Capital Account.

      "Secured Liabilities" means all liabilities and obligations of whatever
      nature of the Borrower, CMC or any other person secured under any Security
      Document.


                                       8
<PAGE>   78

      "Securitisation Administration Agreements" means each administration
      agreement relating to each Securitisation.

      "Securitisation Collection Accounts" means the CMC Collection Account and
      each Greyfriars Originator Collection Account and, for the purposes of
      Clause 3.1(a) the "relevant Securitisation Collection Account" shall, in
      the case of any Mortgage Loan originated by CMC or J&J be the CMC
      Collection Account and in the case of each Mortgage Loan originated by any
      Greyfriars Originator be the Greyfriars Originator Collection Account in
      the name of the relevant Greyfriars Originator.

      "Securitisation Documentation" means all documentation executed in
      connection with each Securitisation.

      "Securitisation Residuals" means all of the right, title and interest of
      CMC under and in respect of the CMR1 Securitisation, the CMR2
      Securitisation, the CMR3 Securitisation, the CMR4 Securitisation, the CMR5
      Securitisation and the CMR6 Securitisation and all of the right title and
      interest of the Borrower in and to the CMR6 Securitisation, being:-

            (a)   all of the right, title and interest of CMC or the Borrower
                  under the relevant Securitisation Purchase Agreement;

            (b)   all of the right, title and interest of CMC or the Borrower in
                  and under each Securitisation Receivables Trust;

            (c)   all of the right, title and interest of CMC in each
                  Securitisation Subordinated Loan;

            (d)   all of the right, title and interest of CMC or the Borrower
                  under each Securitisation Deed of Charge, and

            (e)   all of the right, title and interest of CMC or the Borrower
                  under each Securitisation Administration Agreement,

      as such rights, title and interest are, in the case of CMC, assigned in
      favour of the Lender under the CMC Charge and as such rights, title and
      interest are, in the case of the Borrower, assigned in favour of the
      Lender under the Debenture.

      "Securitisation Purchase Agreements" means the mortgage sale agreements
      under each Securitisation pursuant to which CMC or CMF, as the case may
      be, inter alia, sold Mortgage Loans to the relevant Issuer.

      "Securitisation Residual Proceeds" means, in respect of Securitisation
      Residuals, the aggregate amount of:


                                       9
<PAGE>   79

            (a)   all cash consideration received by or on behalf of CMC, the
                  Borrower or the Lender as mortgagee or heritable creditor upon
                  or as a result of the Disposal of all or any part of the
                  Securitisation Residuals; and

            (b)   any non-refundable deposit or other advance payment paid to or
                  for the account of CMC, the Borrower or the Lender as
                  mortgagee or heritable creditor by a person acquiring or
                  proposing to acquire all or any part of the Securitisation
                  Residuals, including without limitation, under a contract or
                  offer to purchase or otherwise acquire the same which has been
                  withdrawn, terminated, cancelled or has lapsed,

      including all consideration due after the date of the relevant Disposal in
      respect thereof.

      "Securitisation Residual Receipts" means all amounts received or recovered
      by or on behalf of CMC, the Borrower or the Lender as mortgagee in respect
      of their respective rights, title and interest in and to any
      Securitisation Residual, whether received or recovered under and in
      accordance with the Securitisation Documentation or otherwise including,
      without limitation, payments under any Securitisation Purchase Agreement,
      any Securitisation Subordinated Loan, any Securitisation Receivables Trust
      and any Securitisation Administration Agreement but excluding all
      Securitisation Residual Proceeds.

      "Securitisations" means each of the six securitisations of mortgage loans
      originated by CMC and certain of its subsidiaries, effected through sales
      of the mortgage loans to the Issuers on 21 March, 1996, 18 October, 1996,
      31 October, 1996, 31 January, 1997 and 30 April, 1997 and "Securitisation"
      means any one of them..

      "Securitisation Receivables Trusts" means the receivables trusts in each
      of the CMR1 Securitisation, CMR2 Securitisation and CMR3 Securitisation.

      "Securitisation Subordinated Loans" means each subordinated loan made by
      CMC to the relevant Issuer under any Securitisation.

      "Subordinated Loan Agreement" means the subordinated loan agreement of
      even date between, inter alia, CMC and the Borrower.

      references to the "Lender", "CMC", "CMF", the "Servicer" and the
      "Borrower" shall be construed so as to include its respective and any
      subsequent successors and (where the relevant party is permitted to assign
      any of its rights hereunder) its respective assigns in accordance with
      their respective interests.

      a "month" is a reference to a period starting on one day in a calendar
      month and ending on the numerically corresponding day in the next
      following calendar month; provided that, where any such period would
      otherwise end on a day which is not a Business Day, it shall end on the
      following succeeding Business Day, unless that day falls in the calendar
      month next following that in which it would otherwise have ended, in which


                                       10
<PAGE>   80



      case it shall end on the immediately preceding Business Day; and provided
      further that, if there is no numerically corresponding day in the next
      following calendar month, that period shall end on the last Business Day
      in that next following calendar month (and references to "months" shall be
      construed accordingly).

      a "person" shall be construed as a reference to any person, firm, company,
      corporation, government, state or agency of a state or any association or
      partnership (whether or not having separate legal personality) of two or
      more of the foregoing.

      "repay" (or any derivative form thereof) shall, subject to any contrary
      indication, be construed to include "prepay" (or, as the case may be, the
      corresponding derivative form thereof).

      "tax" shall be construed so as to include any present or future tax, levy,
      impost, duty or other charge of a similar nature (including any penalty or
      interest payable in connection with any failure to pay or any delay in
      paying any of the same).

      "VAT" shall be construed as a reference to value added tax including any
      similar tax which may be imposed in place thereof from time to time.

      a "wholly-owned Subsidiary" of a company or corporation shall be construed
      as a reference to any company or corporation which has no other members
      except that other company or corporation and/or another or others of that
      other company's or corporation's wholly-owned Subsidiaries or persons
      acting on behalf of that other company or corporation or its wholly-owned
      Subsidiaries.

      the "winding-up", "dissolution" or "administration" of a company or
      corporation shall be construed so as to include any equivalent or
      analogous proceedings under the law of the jurisdiction in which such
      company or corporation is incorporated or any jurisdiction in which such
      company or corporation carries on business including the seeking of
      liquidation, winding-up, reorganisation, dissolution, administration,
      arrangement, adjustment, protection or relief of debtors.

1.2  Interpretation

      For the purposes of this Agreement except as otherwise expressly provided
      or unless the context otherwise requires:-

      (1)   accounting terms not otherwise defined herein have the meanings
            assigned to them in accordance with generally accepted accounting
            principles;

      (2)   references herein to "clauses", "sub-clauses", "paragraphs", and
            other subdivisions without reference to a document are to designated
            clauses, sub-clauses paragraphs and other subdivisions of this
            Agreement;


                                       11
<PAGE>   81

      (3)   reference to a sub-clause without further reference to a clause is a
            reference to such sub-clause as contained in the same clause in
            which the reference appears, and this rule shall also apply to
            paragraphs and other subdivisions;

      (4)   the words "herein", "hereof", "hereunder" and other words of similar
            import refer to this Agreement as a whole and not to any particular
            provision;

      (5)   headings to clauses and Schedules are for convenience only and do
            not affect the interpretation of this Agreement;

      (6)   references to a "company" shall be construed so as to include any
            company, corporation or other body corporate, wherever and however
            incorporated or established;

      (7)   references to times of the day are to London time;

      (8)   references to any agreement (including without limitation to each
            Transaction Document), shall be construed as a reference to such
            agreement as the same may be, or may from time to time have been,
            amended, modified, supplemented or restated in accordance with the
            terms of all Transaction Documents;

      (9)   "(pound)" and "Sterling" denote the lawful currency of the United
            Kingdom;

      (10)  any reference in this Agreement to a statute shall be construed as a
            reference to such statute as the same may have been, or may from
            time to time be, amended, modified or re-enacted.

2. ACCOUNTS

2.1 Borrower Accounts

      (1)   The Borrower shall, before any Advance is made under the Loan
            Facility Agreement, open the Borrower Funding Account, the Borrower
            Collection Account and the Borrower Working Capital Account.

      (2)   The Borrower shall not open any other account without the prior
            written consent of the Lender.

2.2 CMC Accounts

      CMC shall, before the date on which any Advance is made under the Loan
      Facility Agreement open the CMC Proceeds Account with the Account Bank.

22.3 Security

      All parties hereby agree and acknowledge that:


                                       12
<PAGE>   82

      (1)   all sums credited to the Borrower Funding Account shall be subject
            to the Borrower Funding Account Assignment;

      (2)   all sums credited to the Borrower Collection Account shall be
            subject to the Borrower Collection Account Assignment;

      (3)   all sums credited to the Borrower Working Capital Account shall
            stand charged in accordance with the Debenture; and

      (4)   all sums credited to the CMC Proceeds Account shall be subject to
            the CMC Proceeds Account Assignment.

2.4 Initial Deposits

      (1)   The Borrower shall, on the opening of the Borrower Funding Account
            and the Borrower Collection Account, deposit in each such account
            the sum of (pound)1 and shall execute the Borrower Funding Account
            Assignment and the Borrower Collection Account Assignment.

      (2)   CMC shall, on the opening of the CMC Proceeds Account, deposit in
            such account the sum of (pound)1 and shall execute the CMC Proceeds
            Account Assignment.

2.5 Interest

      Interest shall accrue on the amounts from time to time standing to the
      credit of each such Account at the rate quoted from time to time by the
      Account Bank as the rate payable on deposits of the requisite amount. Such
      interest shall accrue and be credited to the relevant Account in
      accordance with the relevant mandate and from the date on which the same
      is credited to the relevant Account shall thereafter form part of the
      credit balance thereon.

3. PAYMENT OF PROCEEDS

3.1 Mortgage Loan Interest and Principal

      (1)   The Borrower shall procure, in so far as it is able to do so, that
            all Principal and Mortgage Loan Interest payable under each Existing
            Mortgage Loan and New Production Mortgage Loan financed under the
            Loan Facility Agreement is, for so long as it is so financed, paid
            by the relevant Mortgagor:

            (1)   to the relevant Securitisation Collection Account until notice
                  is given in accordance with the Transaction Documents to any
                  Mortgagor requiring the relevant Mortgagor to pay all amounts
                  under the relevant Mortgage Loan directly to the Borrower
                  Collection Account (or such other account as may be specified
                  in such notice); and


                                       13
<PAGE>   83

            (2)   thereafter directly to the Borrower Collection Account (or
                  such other account as is specified in the relevant notices).

      (2)   If the Borrower receives any such Mortgage Loan Interest or
            Principal at any time other than by way of credit of the same to the
            Borrower Collection Account (or other account specified in any
            notice referred to in sub-clause 3.1(a)(ii)), the Borrower shall
            forthwith upon receipt thereof pay the same into the Borrower
            Collection Account (or such other account specified in the aforesaid
            notice).

      (3)   If CMC, CMF, the Servicer, the Standby Servicer or the Lender
            receive any Mortgage Loan Interest or Principal at any time, CMC,
            CMF, the Servicer, the Standby Servicer and the Lender, as the case
            may be shall, forthwith upon receipt thereof, pay the same into the
            Borrower Collection Account (or other account specified in any
            notice referred to in sub-clause 3.1(a)(ii)) and, in the case of
            CMC, the Servicer and CMF shall hold such money on trust for the
            Borrower pending payment of the same into the Borrower Collection
            Account (or other account specified in any notice referred to in
            sub-clause 3.1(a)(ii)) provided always that:

            (1)   neither CMC, the Servicer, the Standby Servicer, CMF nor the
                  Lender shall be obliged to make such transfers or hold moneys
                  on such trusts if to do so would be contrary to the provisions
                  of or cause any breach by the relevant party of its
                  obligations under any Securitisation Documentation including,
                  without limitation, any Securitisation Bank Agreement;

            (2)   this sub-clause 3.1(c) shall not apply to moneys which are
                  Principal or Mortgage Loan Interest if received by the
                  relevant person by way of a distribution under clauses 6 or 7;
                  and

            (3)   the provisions of this sub-clause shall not apply to any
                  moneys received by the Lender following any Acceleration or
                  Enforcement.

3.2 Mortgage Loan Proceeds

      (1)   Mortgage Loan Proceeds received by any party hereto other than the
            Lender shall be paid by such party, forthwith upon receipt of the
            same, to the Borrower Collection Account and shall be held by the
            relevant party on trust for the Borrower pending payment of the same
            into the Borrower Collection Account.

      (2)   If Mortgage Loan Proceeds are paid to the Lender (in its capacity as
            mortgagee or heritable creditor) prior to any Acceleration or
            Enforcement the Lender shall notify the Borrower and the Servicer
            and shall transfer the same to the Borrower Collection Account.

3.3 Securitisation Residual Proceeds


                                       14
<PAGE>   84

      (1)   Securitisation Residual Proceeds received by any party hereto other
            than the Lender shall be paid by such party, forthwith upon receipt
            of the same:-

            (1)   in the case of Securitisation Residual Proceeds relating to
                  the CMR6 Securitisation (other than those received in respect
                  of a Disposal of all or any part of the rights under the
                  Securitisation Subordinated Loan (and associated security)
                  under the CMR6 Securitisation) to the Borrower Collection
                  Account; and

            (2)   in the case of all other Securitisation Residual Proceeds to
                  the CMC Proceeds Account,

            and shall be held by the relevant party on trust for the Borrower
            or, as the case may be, CMC pending payment of the same into the
            relevant account.

      (2)   If Securitisation Residual Proceeds are paid to the Lender (in its
            capacity as mortgagee or heritable creditor) prior to any
            Acceleration or Enforcement the Lender shall notify the Borrower or
            CMC, as applicable, and shall pay the same:-

            (1)   in the case of Securitisation Residual Proceeds in respect of
                  the CMR6 Securitisation (other than those received in respect
                  of a Disposal of all or any part of the rights under the
                  Securitisation Subordinated Loan (and associated security)
                  under the CMR6 Securitisation) to the Borrower Collection
                  Account; and

            (2)   in the case of all other Securitisation Residual Proceeds to
                  the CMC Proceeds Account.

3.4 Securitisation Residual Receipts

      (1)   For so long as clause 3.4(b) does not apply the Lender shall permit
            payment of all Securitisation Residual Receipts by the relevant
            debtor:-

            (1)   to the Borrower Working Capital Account in the case of
                  Securitisation Residual Receipts relating to the CMR6
                  Securitisation (other than those receivable under or in
                  respect of the Securitisation Subordinated Loan relating to
                  the CMR6 Securitisation); and

            (2)   to such account of CMC as CMC may notify to the Lender from
                  time to time in the case of all other Securitisation Residual
                  Receipts (including those receivable under or in respect of
                  the Securitisation Subordinated Loan relating to the CMR6
                  Securitisation).

      (2)   At any time after:-

            (1)   any Acceleration or Enforcement has occurred; or


                                       15
<PAGE>   85

            (2)   the Lender has determined in its reasonable good faith
                  judgement that an Event of Default has occurred and has
                  notified the Borrower of the facts and circumstances in which
                  such Event of Default occurred and that the same continues to
                  subsist unremedied (to the satisfaction of the Lender) and
                  unwaived,

            the Lender may redirect such payments to the Borrower Collection
            Account, the CMC Proceeds Account, or (but only after Acceleration
            or Enforcement) to such other account as the Lender may specify in
            the relevant notice or direction.

4. CALCULATIONS

4.1 Collateral Value and Loan Value

      (1)   The Servicer shall, for each Interest Payment Date, calculate the
            Collateral Value and the Loan Value for that date such calculation
            to be done as soon as possible after the applicable Determination
            Date and in any event no later than the third Business Day prior to
            the Interest Payment Date in question and shall notify the same to
            the Lender, the Borrower, CMC and CMF immediately upon calculation
            of the same.

      (2)   The Lender shall, for the purposes of the calculation under clause
            4.1(a), notify the Servicer of:-

            (1)   the fair market value of the Securitisation Residuals as
                  determined by the Lender in good faith; and

            (2)   details of all Existing Mortgage Loans and New Production
                  Mortgage Loans financed under the Loan Facility Agreement
                  which are, at the relevant time, Breached Mortgage Loans.

      (3)   The Lender's determination of the matters to be notified to the
            Servicer under clause 4.1(b) shall, in the absence of manifest error
            or bad faith, be final and binding on the parties hereto.

      (4)   The Servicer's determination of Collateral Value and Loan Value once
            agreed by the Lender under clause 4.1(e) shall, in the absence of
            manifest error or bad faith (on the part of either party), be final
            and binding on the parties hereto.

      (5)   The Lender shall use reasonable endeavours to agree the Servicer's
            determinations of Collateral Value and Loan Value within three
            Business Days of notification of the same to the Lender and the
            Servicer shall notify each other party hereto, in writing, of the
            Collateral Value and Loan Value agreed by the Lender.

4.2 Account Balances


                                       16
<PAGE>   86

      (1)   The Servicer shall determine, for each Interest Payment Date how
            much of the moneys credited to each of the Borrower Collection
            Account and the CMC Proceeds Account as at the immediately preceding
            Determination Date is attributable to and represents moneys in
            respect of:

            (1)   Mortgage Loan Interest;

            (2)   Principal;

            (3)   Securitisation Residual Receipts;

            (4)   Securitisation Residual Proceeds;

            (5)   Mortgage Loan Proceeds;

            (6)   Insurance Premia; and

            (7)   Insurance Proceeds.

      (2)   The determination by the Servicer under clause 4.2(a) shall be done
            as soon as possible after each Determination Date and in any event
            no later than the third Business Day prior to the relevant Interest
            Payment Date.

      (3)   The Servicer shall notify the Lender of its determination
            immediately upon calculation of the same.

      (4)   The Lender shall use reasonable endeavours to agree the Servicer's
            determination within three Business Days of notification of the same
            to the Lender, and the Servicer shall notify each other party
            hereto, in writing, of such determination as agreed by the Lender.

      (5)   The Servicer's determination of such amounts, as agreed by the
            Lender, shall in the absence of manifest error or bad faith (on the
            part of either party) be binding on the other parties hereto.

5. RELEASES AND AGENCY

5.1 Transfer Agent Instructions

      (1)   The Servicer shall, as agent for the Lender, instruct the Account
            Bank to make such transfers as are required in order to ensure that
            funds standing to the credit of the Borrower Collection Account and
            the CMC Proceeds Account are applied on each Interest Payment Date
            (or, if later, each Late Interest Payment Distribution Date) and
            each other Distribution Date in accordance with the provisions of
            clauses 6 and 7.


                                       17
<PAGE>   87

      (2)   CMC shall, as agent for the Lender, instruct the Account Bank to
            make such transfers from the Borrower Funding Account as shall be
            necessary in order to ensure that Advances made under the Loan
            Facility Agreement are:-

            (1)   remitted to the client accounts of relevant Solicitors in
                  accordance with agreed procedures;

            (2)   remitted to the Lender if any Mortgage Loan has not completed
                  within three Business Days (or such longer or shorter period
                  as may be agreed from time to time) of the relevant Advance;
                  and

            (3)   applied otherwise in accordance with the Transaction
                  Documents.

5.2 Payment Transfer Agent

      (1)   The Lender hereby appoints the Servicer as its payment transfer
            agent for the purpose of carrying out the matters specified in
            clause 5.1(a) and hereby appoints CMC as its payment transfer agent
            and for the purpose of operating the Borrower Funding Account in
            accordance with the provisions of clause 5.1(b).

      (2)   The Lender shall be entitled to revoke the authority of the Servicer
            and/or the authority of CMC to act as its payment transfer agent
            under this clause 5.2 at any time by notice in writing to the
            Servicer or, as the case may be, CMC.

      (3)   In the event that the Account Bank shall have received instruction
            to act only on the written instructions of the Lender (at any time
            while the Servicer and/or CMC is appointed as agent), the Lender
            shall, for so long as no Acceleration or Enforcement shall have
            occurred;

            (1)   in respect of the CMC Proceeds Account and the Borrower
                  Collection Account instruct the Account Bank to make such
                  transfers as are required in order that funds credited to the
                  CMC Proceeds Account and the Borrower Collection Account are
                  applied in accordance with the provisions of clause 6 or 7
                  such instructions to be made in a timely manner; and

            (2)   in respect of the Borrower Funding Account, to make such
                  transfers as are required in order that the matters set out in
                  clause 5.1(b) can be effected.

      (4)   Where funds credited to the Borrower Collection Account are required
            to be paid to the Borrower pursuant to clause 6.2(g), 6.3(e) or
            6.4(d) the Servicer or, if clause 5.2(c) applies, the Lender shall
            instruct the Account Bank to make such payments to the Borrower
            Working Capital Account or, provided that to make payment to any
            other account would not cause a breach of any Transaction

                                       18
<PAGE>   88

            Document, such other account as the Borrower shall from time to time
            notify to the Lender and the Servicer in writing.

      (5)   Where funds standing to the credit of the CMC Proceeds Account are
            required to be paid to CMC pursuant to clause (6.4)(d) the Servicer
            or, if clause 5.2(c) applies, the Lender shall instruct the Account
            Bank to make such transfers to such account of CMC as CMC shall from
            time to time notify to the Lender and the Servicer in writing.

5.3 Post Acceleration or Enforcement

      The provisions of this clause 5 shall not apply at any time after any
      Acceleration or Enforcement.

6. APPLICATION OF PROCEEDS PRIOR TO AN EVENT OF DEFAULT

6.1 Principal

      (1)   On each Interest Payment Date (or if later each Late Interest
            Payment Distribution Date) falling prior to the occurrence of an
            Event of Default (other than any Event of Default which has
            subsequently been cured (to the satisfaction of the Lender) or
            waived by the Lender) all amounts standing to the credit of the
            Borrower Collection Account which represent Principal (as determined
            under clause 4.2) shall be applied in or towards repayment of the
            related Advances under the Loan Facility Agreement and all other
            amounts due and owing to the Lender under any Transaction Document
            other than interest under the Loan Facility Agreement.

      (2)   If requested in writing by the Borrower the Lender may, in its
            absolute discretion, permit amounts standing to the credit of the
            Borrower Collection Account on any Interest Payment Date (or if
            later each Late Interest Payment Distribution Date) which represent
            Principal (as determined under clause 4.2) to be applied in or
            towards payment of interest due (on the Interest Payment Date) under
            the Loan Facility Agreement or interest accrued at that date under
            the Loan Facility Agreement and all other amounts due and owing to
            the Lender under any Transaction Document other than interest under
            the Loan Facility Agreement.

      (3)   After repayment in full of all Secured Liabilities any Principal
            received or recovered shall be released to the Borrower.

6.2 Mortgage Loan Interest

      On each Interest Payment Date (or if later each Late Interest Payment
      Distribution Date) falling prior to the occurrence of an Event of Default
      (other than any Event of Default which has subsequently been cured (to the
      satisfaction of the Lender) or waived by the Lender) all amounts standing
      to the credit of the Borrower Collection Account which


                                       19
<PAGE>   89

      represent Mortgage Loan Interest (as determined under clause 4.2) shall be
      applied in or toward satisfaction of obligations of the Borrower in the
      following order of priority:-

      (1)   first, in or toward payment of:

            (1)   the servicing fee due to the Servicer under the Interim
                  Servicing Agreement or, after execution of the same, the
                  Substitute Servicing Agreement on the relevant Interest
                  Payment Date;

            (2)   the stand-by servicing fee due to the Standby Servicer under
                  the Standby Servicing Agreement on the relevant Interest
                  Payment Date;

            (3)   all Enforcement Expenses due and payable to the Servicer under
                  the Interim Servicing Agreement or, after execution of the
                  same, the Substitute Servicing Agreement on the relevant
                  Interest Payment Date;

            (4)   all amounts due and payable to the Standby Servicer under the
                  Standby Servicing Agreement on the relevant Interest Payment
                  Date by way of reimbursement in respect of expenses incurred
                  by the Standby Servicer in relation to enforcement of any
                  Existing Mortgage Loan and any New Production Mortgage Loan
                  financed under the Loan Facility Agreement;

            (5)   any amounts due to the Servicer or Standby Servicer, as the
                  case may be, under the Interim Servicing Agreement, the
                  Substitute Servicing Agreement or the Standby Servicing
                  Agreement as at the relevant Interest Payment Date by way of
                  reimbursement of payments of insurance premia (unpaid by
                  relevant Mortgagors) made by the Servicer or Standby Servicer
                  to the relevant insurance company (to the extent not satisfied
                  by retention by the Servicer or Standby Servicer of Insurance
                  Premia subsequently received from the relevant Mortgagor).

      (2)   second, in or towards payment of all interest falling due to the
            Lender under the Loan Facility Agreement on the relevant Interest
            Payment Date together with any overdue interest accrued thereon up
            to and including the relevant Distribution Date;

      (3)   third, in or towards repayment of Advances under the Loan Facility
            Agreement subject to the limits set out in clause 6.5;

      (4)   fourth, in or towards payment of all amounts due and owing to the
            Lender under all Transaction Documents other than Advances or
            interest under the Loan Facility Agreement;

      (5)   fifth, an amount equal to the Borrowers Entitlement to be retained
            by or paid to the Borrower;


                                       20
<PAGE>   90

      (6)   sixth, in or towards payment of any additional fee which may be due
            to the Servicer from time to time pursuant to the Substitute
            Servicing Agreement; and

      (7)   the balance to be released to the Borrower.

6.3 Mortgage Loan Proceeds

      On each Interest Payment Date and each other Distribution Date falling
      prior to the occurrence of an Event of Default (other than any Event of
      Default which has subsequently been cured (to the satisfaction of the
      Lender) or waived by the Lender) all amounts standing to the credit of the
      Borrower Collection Account which represent Mortgage Loan Proceeds (as
      determined under clause 4.2) shall be applied in or toward satisfaction of
      obligations of the Borrower in the following order of priority:-

      (1)   first, to the extent such Mortgage Loan Proceeds represent accrued
            Mortgage Loan Interest, such Mortgage Loan Proceeds shall be added
            to and form part of Mortgage Loan Interest, and be distributed in
            accordance with clause 6.2 (or, if the Distribution Date is not an
            Interest Payment Date as such amounts would be applied were it an
            Interest Payment Date).

      (2)   second, in or towards repayment of the related Advances under the
            Loan Facility Agreement subject to the limits set out in clause 6.5;

      (3)   third, in or towards payment of all amounts owing and payable to the
            Lender under any Transaction Document other than Advances and
            interest under the Loan Facility Agreement;

      (4)   fourth, in or towards payment of any additional fee which may be due
            to the Servicer from time to time pursuant to the Substitute
            Servicing Agreement; and

      (5)   the balance to be released to the Borrower.

6.4 Securitisation Residual Proceeds

      On each Interest Payment Date and each other Distribution Date falling
      prior to the occurrence of an Event of Default (other than any Event of
      Default which has subsequently been cured (to the satisfaction of the
      Lender) or waived by the Lender) the Permitted Percentage of
      Securitisation Residual Proceeds (as determined under clause 6.6) shall be
      applied in or toward satisfaction of obligations of the Borrower in the
      following order of priority:-

      (1)   first, in or towards payment of all interest due to the Lender under
            the Loan Facility Agreement on the relevant Interest Payment Date
            or, if the Distribution Date is not an Interest Payment Date, all
            interest accrued under the Loan Facility Agreement during the
            relevant Interest Period to the relevant Distribution Date;


                                       21
<PAGE>   91

      (2)   second, in or towards repayment of Advances under the Loan Facility
            Agreement subject to the limits set out in clause 6.5;

      (3)   third, in or towards payment of all amounts owing and payable to the
            Lender under any Transaction Document other than Advances and
            interest under the Loan Facility Agreement;

      (4)   fourth, in the case of Securitisation Proceeds from any
            Securitisation Residual relating to the CMR6 Securitisation (other
            than from the Disposal of the Securitisation Subordinated Loan
            relating to the CMR6 Securitisation), the balance to the Borrower
            and in the case of all other Securitisation Residual Proceeds the
            balance to CMC.

6.5 Limitation on applications in or toward repayment of Advances

      (1)   On any Interest Payment Date or other Distribution Date the amount
            of Mortgage Loan Interest, Mortgage Loan Proceeds and Securitisation
            Residual Proceeds (taken together) which may be applied in or toward
            repayment of Advances shall be limited to the lesser of:-

            (1)   such amount as will give (or result in) a Collateral Value
                  Ratio of 90% and a Loan Value Ratio of 100% (having taken into
                  account, for such purpose, the application of monies
                  representing Principal in or toward repayment of Advances on
                  the relevant Interest Payment Date or other Distribution Date
                  under clause 6.1); and

            (2)   all Mortgage Loan Proceeds, Mortgage Loan Interest and
                  Securitisation Residual Proceeds available after application
                  of the same to prior ranking interests.

      (2)   If the amount which may be applied towards repayment of Advances is
            that under clause 6.5(a)(i) Advances shall be so repaid first out of
            Mortgage Loan Proceeds, then Mortgage Loan Interest and then
            Securitisation Residual Proceeds.

6.6 Securitisation Residual Proceeds

      (1)   On any Interest Payment Date or other Distribution Date only a
            percentage of Securitisation Residual Proceeds will be available for
            application under clause 6.4. Such percentage is referred to as the
            "Permitted Percentage".

      (2)   The Permitted Percentage of any Securitisation Residual Proceeds
            shall be computed in accordance with the table set out below on the
            basis that references therein to Securitisation Residuals sold shall
            be construed as references to each Disposal of Securitisation
            Residuals such that if, during any Interest Period or other period
            between Distribution Dates, there has been more than one Disposal


                                       22
<PAGE>   92

            of Securitisation Residuals each such Disposal shall be treated as a
            separate sale and the Permitted Percentage calculated for each
            accordingly:

<TABLE>
<CAPTION>

                                       Incremental % of
                                       Securitisation
                                       Residual Proceeds  Aggregate % of
                                       available for      Securitisation
Incremental % of    Aggregate % of     application (the   Proceeds
Securitisation      Securitisation     Permitted          available for
Residuals sold      Residuals sold     Percentage)        application
<S>    <C>                  <C>                <C>                <C>
       0-20                 20                 10                 10

       21-40                40                 30                 20

       41-60                60                 50                 30

       61-80                80                 70                 40

      81-100                100                90                 50
</TABLE>

6.7 Securitisation Residual Sale Criteria

      Without prejudice to the Security Documents the Lender shall consent to
      the disposal by the Borrower or CMC of any Securitisation Residual if:

            (1)   the consideration for the Disposal comprises at least 85% in
                  cash (being immediate payment of cash on the Disposal); or

            (2)   on the Interest Payment Date or Distribution Date coinciding
                  with such proposed Disposal and after giving effect to the
                  application of funds as provided in clause 6.4 hereof
                  immediately following such Disposal, the Collateral Value
                  Ratio would be 90% and the Loan Value Ratio would be 100%.

6.8 Mortgage Loan Disposals

      Without prejudice to the Security Documents, the Lender shall consent to
      the Disposal of any Existing Mortgage Loan or New Production Mortgage Loan
      financed under the Loan Facility Agreement provided that:

            (1)   the cash proceeds of such Disposal are sufficient to repay the
                  related Advance (together with all interest accrued thereon)
                  under the Loan Facility Agreement; and

            (2)   all Disposal proceeds are paid directly to the Borrower
                  Collection Account.

6.9 Insurance Premia

      On each Interest Payment Date (or, if later, Late Interest Payment
      Distribution Date) falling prior to the occurrence of an Event of Default
      (other than any Event of Default


                                       23
<PAGE>   93

      which has subsequently been cured (to the satisfaction of the Lender) or
      waived by the Lender) all amounts standing to the credit of the Borrower
      Collection Account which represent Insurance Premia (as determined under
      clause 4.2) shall be applied in or toward satisfaction of obligations of
      the Borrower (or other persons) in the following manner:-

      (1)   in payment to the relevant insurance company, save to the extent
            that the insurance company has already been paid, whether by the
            Servicer or otherwise;

      (2)   if the Servicer or, as the case may be, the Standby Servicer has
            paid the relevant premium to the insurance company on behalf of the
            Borrower unless already reimbursed in respect thereof under Clause
            6.2(a), in payment of the same to the Servicer or, as the case may
            be, the Standby Servicer under the Interim Servicing Agreement, the
            Substitute Servicing Agreement or the Standby Servicing Agreement as
            the case may be; and

      (3)   any balance to be added to Mortgage Loan Interest and applied in
            accordance with clause 6.2 save that such balance shall only be
            added to (and, accordingly applied together with and as part of)
            Mortgage Loan Interest after application of Mortgage Loan Interest
            under clause 6.2(a).

6.10 Insurance Proceeds

      On each Interest Payment Date (or, of later, Late Interest Payment
      Distribution Date) falling prior to the occurrence of an Event of Default
      (other than any Event of Default which has subsequently been cured (to the
      satisfaction of the Lender) or waived by the Lender) all amounts standing
      to the credit of the Borrower Collection Account which represent Insurance
      Proceeds (as determined under clause 4.2) shall be applied first, in or
      toward payment to the Servicer to enable the Servicer to pay the proceeds
      to the relevant Mortgagor or, as the case may be, to apply the same in
      making good the damage in respect of which they were paid or, to the
      extent that proceeds of any claim are to be applied in or toward
      satisfaction of the relevant Mortgagor's obligation to repay the relevant
      Mortgage Loan (and not in making good the damage in respect of which the
      proceeds were paid), such Insurance Proceeds shall be added to and treated
      as Principal and distributed, together with Principal, under and in
      accordance with clause 6.1.

7. APPLICATION FOLLOWING AN EVENT OF DEFAULT BUT PRIOR TO ACCELERATION OR
   ENFORCEMENT

7.1 Application

      On any Interest Payment Date (or, if later, any Late Interest Payment
      Distribution Date) and other Distribution Date falling after the
      occurrence of an Event of Default and where (and for so long as):-

      (1)   clause 6 does not apply;


                                       24
<PAGE>   94

      (2)   no Acceleration has occurred; and

      (3)   no Enforcement has occurred,

      all Principal, Mortgage Loan Interest, Mortgage Loan Proceeds,
      Securitisation Residual Proceeds, Insurance Premia and Insurance Proceeds
      will be applied in the same manner as under clause 6 save as provided
      below:-

            (1)   all Securitisation Residual Proceeds from any Disposal of
                  Securitisation Residuals (irrespective of the date of such
                  Disposal) shall be available for application in or toward
                  repayment of interest under the Loan Facility Agreement and
                  Advances, such that the provisions relating to Permitted
                  Percentages shall cease to apply; and

            (2)   CMC and the Borrower shall cease to be entitled to have any
                  funds released to them such that sub-clauses 6.2(g), 6.3(e)
                  and 6.4(d) shall cease to apply; and

            (3)   Securitisation Residual Receipts shall be treated in the same
                  way as Securitisation Residual Proceeds under sub-clause (i)
                  above; and

            (4)   there shall be no limit on the amount which may be applied
                  toward repayment of Advances such that the provisions of
                  clause 6.5 will not apply.

7.2 Acknowledgement

      It is acknowledged, for the avoidance of doubt, that application of
      Proceeds under and in accordance with clause 7.1 on any Interest Payment
      Date (or, if later, any Late Interest Payment Distribution Date) or other
      Distribution Date shall not preclude Proceeds being applied on subsequent
      Interest Payment Dates or other Distribution Dates under clause 6 if
      clause 6 shall, at such subsequent time, apply and if no Acceleration or
      Enforcement has at that subsequent time occurred.

8. APPLICATION FOLLOWING ACCELERATION OR ENFORCEMENT

8.1 Application

      At all times following the earlier of an Acceleration or an Enforcement
      the provisions of clauses 6 and 7 shall cease to apply and all Proceeds
      shall be applied by the Lender in or toward satisfaction of the Secured
      Liabilities in such order as the Lender in its absolute discretion shall
      determine.

8.2 Servicing

      (1)   If, following any Acceleration or Enforcement, and for so long as:-


                                       25
<PAGE>   95

            (1)   the Interim Servicing Agreement, or, after execution thereof
                  the Substitute Servicing Agreement continues to subsist and
                  has not been terminated; or

            (2)   the Standby Servicer has taken over administration of the
                  Existing Mortgage Loans and New Production Mortgage Loans
                  financed under the Loan Facility Agreement pursuant to the
                  Standby Servicing Agreement,

            the obligation of the Borrower to pay the servicing fee (or other
            fee which may be due and payable under the relevant agreement) on
            any due date shall, as between the Borrower and the Servicer or
            Standby Servicer, as the case may be, be discharged if and to the
            extent of payment by the Lender of any such servicing fee direct and
            the Lender shall be obliged to make any such payment to the Servicer
            or Standby Servicer for so long as the relevant Servicing Agreement
            continues to subsist but save as provided in the relevant agreement
            shall not be liable for any amounts payable to the Servicer or
            Standby Servicer upon termination of the same.

            Upon payment by the Lender of any amount to the Servicer or Standby
            Servicer under clause 8.2 (a) there shall immediately and
            automatically fall due for payment by the Borrower to the Lender
            under the Loan Facility Agreement an amount equal to the amount paid
            by the Lender to the Servicer or Standby Servicer under sub-clause
            8.2(a) less, at the date of payment, amounts received representing
            Mortgage Loan Interest which would have been available to be applied
            under Clause 6.2(a) in or toward satisfaction of the servicing fee
            had clause 6 or 7 applied on that date, as determined by the Lender
            whose determination shall in the absence of manifest error or bad
            faith be final and binding.

8.3 Insurance Premia

      The Lender shall use its best endeavours to ensure that any amounts
      received or recovered from any Mortgagor which represent Insurance Premia
      shall, after Acceleration or Enforcement, be paid to the insurance company
      or other third party entitled thereto.

9. CMR6 SECURITISATION RESIDUALS

      CMC and CMF hereby agree that in consideration for the absolute assignment
      by CMF to the Borrower of all of its right, title and interest under and
      in respect of Securitisation Residuals in respect of the CMR6
      Securitisation (effected pursuant to the Assignment Agreement) and the
      assumption by the Borrower of its obligations in respect of Securitisation
      Residual Receipts under, and on the terms of, the Assignment Agreement CMC
      hereby irrevocably and unconditionally releases CMF from all of its
      obligations (whether actual or contingent) under the Origination and
      Purchase Agreement to pay Additional Consideration (as defined under the
      Origination and Purchase Agreement) to CMC thereunder and it is further
      agreed that the said absolute assignment shall discharge


                                       26
<PAGE>   96

      any outstanding obligation under the Origination and Purchase Agreement to
      pay Additional Consideration.

10. RELEASED PROCEEDS

10.1  Notwithstanding any provision in any Transaction Document to the contrary
      the Lender hereby agrees that for so long as no Acceleration or
      Enforcement shall have occurred the Borrower shall be entitled to do each
      or any of the following:-

      (1)   declare and pay any dividend to CMC to the extent that available
            profits are derived from amounts released to the Borrower under the
            provisions of clause 6 of this Agreement;

      (2)   apply amounts released to the Borrower under clause 6 in or toward
            repayment of any indebtedness due to CMC under and in accordance
            with the Subordinated Loan Agreement.

10.2  If any dividend permitted under sub-clause 10.1 is received by the Lender
      (in its capacity as mortgagee of the shares in the Borrower) the Lender
      will pay the same to CMC in accordance with the provisions of the Borrower
      Share Charge.

11. PAYMENTS TO LENDER

      All amounts to be paid to the Lender hereunder shall be paid to such
      account as the Lender may, from time to time, notify to each of the
      parties hereto in writing.


                                       27
<PAGE>   97

12. REPRESENTATIONS AND WARRANTIES

12.1  Each of the parties hereto other than the Lender (each in relation to
      itself) hereby represent, warrant, covenant and undertake to the Lender
      that:-

      (1)   it is a limited liability company duly incorporated under the laws
            of England and Wales and is duly authorised and qualified to
            transact any and all business contemplated by this Agreement and the
            other Transaction Documents to be conducted by it;

      (2)   it has the full corporate power and authority to execute, deliver
            and perform, and to enter into and consummate the transactions
            contemplated by this Agreement and the other Transaction Documents
            and has duly authorised by all necessary corporate action on its
            part the execution, delivery and performance of this Agreement and
            the other Transaction Documents; and this Agreement and each
            Transaction Document, assuming the due authorisation, execution and
            delivery thereof by the Lender, constitutes its legal, valid and
            binding obligation, enforceable against it in accordance with its
            respective terms, except to the extent that (a) the enforceability
            thereof may be limited by bankruptcy, insolvency, moratorium,
            receivership and other similar laws relating to creditors' rights
            generally and (b) the remedy of specific performance and injunctive
            and other forms of equitable relief may be subject to the equitable
            defences and to the discretion of the court before which any
            proceeding therefor may be brought;

      (3)   its execution and delivery of this Agreement and each Transaction
            Document, the consummation of any other of the transactions herein
            or therein contemplated on its part and the fulfilment of or
            compliance with the terms hereof or thereof will not (i) result in a
            material breach of any term or provision of its Memorandum and
            Articles of Association and/or its other constitutional documents or
            (ii) materially conflict with, result in a material breach,
            violation or acceleration of, or result in a material default under,
            the terms of any other material agreement or instrument to which it
            is a party or by which it may be bound, or any statute, order or
            regulation applicable to it of any court, regulatory body,
            administrative agency or governmental body having jurisdiction over
            it;

      (4)   it is not party to, bound by, or in breach or violation of any
            material indenture or other material agreement or instrument, or
            subject to or in violation of any statute, order or regulation of
            any court, regulatory body, administrative agency or governmental
            body having jurisdiction over it, which materially and adversely
            affects or, to its knowledge, would in the future materially and
            adversely affect,


                                       28
<PAGE>   98

            (i) its ability to perform its obligations under this Agreement or
            the Transaction Documents or (ii) its business, operations,
            financial condition, properties or assets taken as a whole;

      (5)   no litigation is pending or, to the best of its knowledge,
            threatened against it that would materially and adversely affect the
            execution, delivery or enforceability of this Agreement or the
            Transaction Documents or its ability to perform any of its
            obligations hereunder or thereunder in accordance with the terms
            hereof or thereof; and

      (6)   no consent, approval, authorisation or order of any court or
            governmental agency or body is required for the execution, delivery
            and performance by it of, or compliance by it with, this Agreement
            or any Transaction Document or the consummation of the transactions
            contemplated hereby or thereby, or if any such consent, approval,
            authorisation or order is required, it has obtained or its in the
            process of obtaining the same.

      The representations and warranties under clause 12.1(a)-(f) inclusive
      shall be given on the date of this Agreement and shall be repeated on each
      date on which any Advance is outstanding under the Facility Agreement by
      reference to the facts and circumstances existing at the relevant time.

13. COSTS AND EXPENSES

13.1  The Borrower shall pay all stamp, registration and other taxes to which
      this Agreement or any judgement or decree given in connection herewith is
      or at any time may be subject and shall, from time to time on demand of
      the Lender, indemnify the Lender against any liabilities, costs, claims
      and expenses resulting from any failure to pay or any delay in paying any
      such tax.

13.2  The Borrower shall, from time to time on demand of the Lender compensate
      the Lender at such daily and/or hourly rates as the Lender shall from time
      to time reasonably determine for the time and expenditure, all costs and
      expenses (including telephone, fax, copying, travel and personnel costs)
      incurred by the Lender in connection with its taking such action as it may
      deem appropriate or in complying with any request by the Borrower, the
      Servicer, CMC or CMF in connection with (a) the granting or proposed
      granting of any waiver or consent requested hereunder by the Borrower, the
      Servicer, CMC or CMF; (b) any actual, potential or reasonably suspected
      breach by the Borrower or by any of CMC, CMF or the Servicer of their
      respective obligations hereunder of its obligations hereunder; (c) any
      amendment or proposed amendment hereto requested by the Borrower, CMC, CMF
      or the Servicer.

14. REMEDIES AND WAIVERS

      No failure to exercise, nor any delay in exercising, on the part of the
      Lender, any right or remedy hereunder shall operate as a waiver thereof,
      nor shall any single or partial


                                       29
<PAGE>   99

      exercise of any right or remedy prevent any further or other exercise
      thereof or the exercise of any other right or remedy. The rights and
      remedies herein provided are cumulative and not exclusive of any rights or
      remedies provided by law.

15. CONFIDENTIALITY

      Neither the Borrower, CMC, CMF nor the Servicer shall, without the prior
      written consent of the Lender, disclose to any person the existence or any
      details concerning this Agreement or the Transaction Documents except to
      the extent such disclosure is contemplated in any Transaction Document, or
      is required pursuant to the application of any applicable law or an order
      of a court of competent jurisdiction, or is made to the auditors or other
      professional advisers (who are in each case subject to confidentiality
      restrictions imposed by a professional body) of the Borrower, CMC, CMF or
      the Servicer.

16. NOTICES

16.1 Addresses

      Any notice or other communication or document to be made or delivered
      under this Agreement shall be made or delivered by fax or otherwise in
      writing. Each notice, communication or other document to be delivered to
      any party to this Agreement shall (unless that other person has by fifteen
      days' written notice to the other party specified another address or fax
      number) be made or delivered to that person at the address(es) or fax
      number (if any) set out below:-

      (a)   in the case of the Lender to their branch office in the United
            Kingdom, facsimile number: 0171 375 5510, attention Jeff Beckwith
            with a simultaneous copy to the office of the General Counsel
            located at 600 Steamboat Road, Greenwich, Connecticut 06830, USA,
            facsimile number: 001 203 629 4571, attention
            General Counsel;

      (b)   in the case of the Borrower, to its registered office, facsimile
            number: 01923 426 456, attention Malcolm Charles
            Edis;

      (c)   in the case of CMC, to its registered office, facsimile number:
            01923 426 823, attention the Company Secretary;


      (d)   in the case of Servicer, to its office at Cityscape House, Croxley
            Business Park, Watford WD1 8YF, facsimile number: 01923 426456,
            attention of the Company Secretary;


      (e)   in the case of CMF, to its registered office, facsimile number:
            01923 426 823, attention the Company Secretary;


                                       30
<PAGE>   100

16.2 Deemed Delivery

      Any notice, communication or document to be delivered to any person shall
      be deemed to have been delivered:-

      (1)   in the case of personal delivery, at the time of such delivery;

      (2)   in the case of delivery by post, on the business day following the
            day on which it was posted and in proving such delivery it shall be
            sufficient to prove that the relevant notice, communication or
            document was properly addressed, stamped and posted (by airmail, if
            to another country) in the United Kingdom or, in the case of service
            to or from an address outside the United Kingdom at 9.00 a.m. on the
            fourth day following the day on which it was posted;

      (3)   in the case of any notice or other communication by fax, (a) on the
            business day the same was transmitted so long as there is evidence
            that such fax message was received prior to 5.00 p.m. local time of
            the recipient on such day and such day is a business day for the
            recipient, otherwise (b) on the business day following the day on
            which it was transmitted and, in either case, in proving such
            delivery it shall be sufficient to prove that the whole of the fax
            message was received on any fax machine of the recipient and that
            there was no evidence that such transmission had been interrupted.

17. SEVERABILITY

      If at any time any provision of this Agreement is or becomes illegal,
      invalid or unenforceable in any respect under the law of any jurisdiction,
      that shall not affect or impair:-

      (1)   the legality, validity or enforceability in that jurisdiction of any
            other provision of this Agreement; or

      (2)   the legality, validity or enforceability under the law of any other
            jurisdiction of that or any other provision of this Agreement.

18. ASSIGNMENT

18.1  The Lender may at any time assign or transfer all or any part of its
      rights or benefits under this Agreement to any person to whom the Lender
      transfers all or any part of its rights under the Loan Facility Agreement.

18.2  None of the Borrower, CMC, the Servicer or CMF shall be entitled to
      assign, transfer or otherwise dispose of all or any of their respective
      rights or benefits under this Agreement save, in the case of the Borrower
      and CMC to any person to whom the Borrower or, as


                                       31
<PAGE>   101

      the case may be, CMC transfers its rights and obligations under and in
      accordance with the Loan Facility Agreement.

18.3  The Lender may disclose to a proposed assignee or transferee information
      in its possession relating to the provisions of this Agreement and the
      Transaction Documents which it considers necessary or desirable to
      disclose for the purposes of the proposed assignment or transfer.

18.4  This Agreement shall bind and inure to the benefit of and be enforceable
      by the Lender and its respective successors, transferees and assigns and
      references to the Lender shall be deemed to include references to each of
      the foregoing.

19. ACCESSION

      Each of the parties hereby agrees to execute an accession agreement with
      the Standby Servicer, in form and substance satisfactory to the Lender, at
      the time of execution of the Standby Servicing Agreement, pursuant to
      which the Standby Servicer accedes to the provisions of this Agreement.

20. GOVERNING LAW

      The Agreement shall be construed in accordance with the laws of England
      (other than any terms hereof particular to the laws of Scotland which
      shall be construed in accordance therewith) and the parties hereto hereby
      submit to the jurisdiction of the courts of England and Wales.

 ...................................
for and on behalf of
MORTGAGE MANAGEMENT LIMITED


Witness ...........................

Organisation ......................

 ...................................

Address ...........................

 ...................................


                                       32
<PAGE>   102

 ......................................
for and on behalf of GREENWICH
INTERNATIONAL, LTD.

Witness ..............................

Organisation .........................

 ......................................

Address ..............................

 ......................................


                                       33
<PAGE>   103

 ...........................................
for and on behalf of CITY MORTGAGE
CORPORATION LIMITED

Witness ................................

Organisation ...........................

 ........................................

Address ................................

 ........................................



 ...........................................
for and on behalf of CITY MORTGAGE
SERVICING LIMITED

Witness ................................

Organisation ...........................

 ........................................

Address ................................

 ........................................



 ...........................................
for and on behalf of CITY MORTGAGE
FUNDING 1 LIMITED

Witness ......................................

Organisation .................................

 ..............................................

Address ......................................


 ..............................................

                                       34
<PAGE>   104

                          THE ORIGINATORS LISTED HEREIN


                                       and


                           MORTGAGE MANAGEMENT LIMITED


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

                       ORIGINATION AND TRANSFER AGREEMENT

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

                                  February 1998



                                 Clifford Chance
                                          London
<PAGE>   105

                                    CONTENTS

Clause                                                              Page No.

1     INTERPRETATION.....................................................  2

2     ORIGINATION OF NEW LOANS...........................................  9

3     TRANSFER OF EXISTING LOANS.........................................  9

4     NO EXCLUSIVITY..................................................... 10

5     REQUEST FOR FUNDS.................................................. 10

6     DECLARATION OF TRUST............................................... 10

7     CLOSING DATE....................................................... 11

8     TITLE DEEDS........................................................ 11

9     WARRANTIES AND REPRESENTATIONS .................................... 12

10    CONSEQUENCES OF WARRANTY BREACH ................................... 12

11    RELEASE............................................................ 12

12    EFFECT OF PURCHASE................................................. 12

13    COVENANTS AND UNDERTAKINGS......................................... 13

14    MERGER............................................................. 13

15    NO AGENCY OR PARTNERSHIP........................................... 13

16    PAYMENTS........................................................... 13

17    WAIVERS AND VARIATIONS............................................. 13

18    ENTIRE AGREEMENT................................................... 13

19    NOTICES............................................................ 14

20    ASSIGNMENT......................................................... 15

21    GOVERNING LAW...................................................... 15


SCHEDULE 1............................................................... 17
<PAGE>   106

FORM OF ORIGINATOR POWER OF ATTORNEY..................................... 17

SCHEDULE 2............................................................... 22

(FORM OF TRANSFER (REGISTERED LAND))..................................... 22

SCHEDULE 3............................................................... 25

(FORM OF TRANSFER (UNREGISTERED LAND))................................... 25

SCHEDULE  4.............................................................. 28

(FORM OF ASSIGNMENT OF LIFE CHARGES)..................................... 28

SCHEDULE 5............................................................... 30

(FORM OF ASSIGNMENT OF INSURANCE CONTRACTS).............................. 30

SCHEDULE 6............................................................... 31

(FORM OF ASSIGNMENT OF GUARANTEES)....................................... 31

SCHEDULE 7............................................................... 32

(FORM OF SCOTTISH TRANSFER (LAND REGISTER)).............................. 32

SCHEDULE 8............................................................... 34

(FORM OF SCOTTISH TRANSFER (SASINE REGISTER))............................ 34

SCHEDULE 9............................................................... 36

(FORM OF SCOTTISH DECLARATION OF TRUST).................................. 36

SCHEDULE 10.............................................................. 41

(INFORMATION TO BE CONTAINED IN LOAN SCHEDULE)........................... 41

SCHEDULE 11.............................................................. 42

(THE ORIGINATORS)........................................................ 42

SCHEDULE 12.............................................................. 43

(FORM OF ORIGINATOR DECLARATION OF TRUST)................................ 43
<PAGE>   107

THIS ORIGINATION AND TRANSFER AGREEMENT is made on the       day  of
February 1998

BETWEEN:

(1)   MORTGAGE MANAGEMENT LIMITED a company incorporated under the laws of
      England and Wales registered number 2002263, whose registered office is at
      19 Cavendish Square, London W1A 2AW (the "Company"); and

(2)   THE COMPANIES listed in Schedule 11 (the "Originators" and, each, an
      "Originator").

WHEREAS

(A)   The Originators carry on the business of advancing loans secured by
      mortgages and standard securities over properties in England, Wales and
      Scotland.

(B)   The Company wishes to fund the purchase of or origination and purchase of
      such loans.

(C)   The parties wish to execute this Agreement for the purpose of establishing
      procedures for the origination of such loans by the Originators funded by
      the Company or for such loans to be originated and purchased or purchased
      by the Company.

NOW THEREFORE the parties HEREBY AGREE as follows:

1 INTERPRETATION

      Words and expressions shall, unless otherwise defined herein or in the
      Loan Facility Agreement or unless the context otherwise requires, have the
      following meanings:

1.1 Definitions

      "Accrued Interest" means, in relation to a Loan at any date, interest
      which has accrued but is not due;

      "Agreed Loan Information" means in respect of any Proposed New Loan, such
      information in relation to that Proposed New Loan (whether in computer
      readable form or otherwise) as the Company may from time to time notify to
      an Originator;

      "Approved Solicitor" means any firm of solicitors authorised to practise
      law by the Law Society of England and Wales or the Law Society of Scotland
      having at least three partners or such other firm approved by the Company;

      "Approved Undertaking" means an undertaking from an Approved Solicitor
      addressed to the Company or such other person or persons as the Company
      may specify relating, inter alia, to the completion and, where relevant,
      registration of a Mortgage and its transfer to the Company in a form
      acceptable to the Company;
<PAGE>   108

      "Approved Valuer" means a reputable firm of suitably qualified valuers or
      surveyors which has at least 3 partners or such other firm approved by the
      Company;

      "Assignment of Guarantees" means an assignment and/or assignation of the
      Guarantees, substantially in the form of Schedule 6;

      "Assignment of Insurance Contracts" means an assignment and/or assignation
      of the Insurance Policies, substantially in the form of Schedule 5;

      "Assignment of Life Charges" means an assignment and/or assignation of the
      Charges of Life Policies, substantially in the form of Schedule 4;

      "Assignments" means the Assignment of Guarantees, the Assignment of
      Insurance Contracts and the Assignment of Life Charges;

      "Block Buildings Policy" shall have the meaning ascribed thereto in the
      Loan Facility Agreement;

      "Borrower" means, in relation to a Loan, the person named as such in the
      relevant Mortgage Deed together with any person from time to time assuming
      the obligations of the Borrower under that Loan to repay that Loan or any
      part of it;

      "Buildings Policy" means each buildings insurance policy over a Property
      (including, where applicable, the Block Buildings Policy);

      "Business Day" means a day (other than a Saturday or a Sunday) on which
      banks are generally open for business in London;

      "Call Notice" means the notice to be delivered by the relevant Originator
      (or the Administrator on its behalf) to the Company pursuant to clause 10
      specifying, in an attached Loan Schedule, Loans in the Portfolio intended
      to be purchased by or at the direction of by that Originator on the date
      specified in such notice;

      "Charge of Life Policy" means a legal or equitable charge or assignation
      granted by a Borrower in favour of an Originator in respect of a Life
      Policy or Life Policies by way of collateral security for the repayment of
      the moneys secured by a Mortgage related to a Loan;

      "Closing" means the date upon which the initial drawing under the Loan
      Facility Agreement is made;

      "Closing Date" means the date upon which Closing occurs;

      "CMC" means City Mortgage Corporation Limited;

      "Collateral Security" has the meaning set out in the Loan Facility
      Agreement;

      "Debenture" shall have the meaning ascribed thereto in the Loan Facility
      Agreement;
<PAGE>   109

      "Eligibility Criteria" are satisfied in respect of a New Loan in respect
      of which, on the date upon which it was advanced, complied with the
      Warranties set out in clause 9;

      "English Loan" means a Loan secured by an English Mortgage;

      "English Mortgage" means a Mortgage secured over a Property situated in
      England or Wales;

      "Existing Loan" means each loan acquired by the Company under clause 3;

      "Guarantee" means each guarantee given in support of the obligations of a
      Borrower under a Loan and its related Mortgage;

      "Insurance Policies" means the Block Building Policy and the Contingency
      Policy and, in each case, any other insurance contracts in replacement,
      addition or substitution therefor from time to time and which relate to
      the Loans;

      "Interest Bearing Balance" means, in respect of any Loan, the aggregate of
      (avoiding double counting):

      (a)   all advances and further advances in respect thereof;

      (b)   all costs, fees, expenses and interest due and unpaid in respect
            thereof

      less the aggregate of all repayments or prepayments of the foregoing made
      prior to such date;

      "Lender" means Greenwich International, Ltd. in its capacity as Lender
      under the Loan Facility Agreement;

      "Life Policy" means each endowment, mortgage protection, term life or
      other life assurance or insurance policies, if any, given as security for
      the repayment of any Loan;

      "Loan" means an Existing Loan or a New Loan, as the case may be;

      "Loan Agreement" means, in relation to any Mortgage, the agreement or
      agreements (whether constituted by an accepted Offer Letter or otherwise)
      or facility letter or facility letters pursuant to which the moneys
      secured by such Mortgage were advanced (as varied from time to time);

      "Loan Facility Agreement" means the facility agreement dated the Closing
      Date and made between the Company, the Lender and CMC;

      "Loan File" means the file containing all correspondence in respect of
      each Loan;

      "Loan Schedule" means:

            (a)   in respect of each Existing Loan to be acquired pursuant to
                  clause 3, a schedule containing the information set out in
                  Schedule 10;
<PAGE>   110

            (b)   in respect of each Proposed New Loan to be originated pursuant
                  to clause 2, a schedule containing the information set out in
                  Schedule 10; and

            (c)   each schedule or list of Loans attached to a Call Notice
                  served pursuant to clause 10;

      "MHA Documentation" means, in relation to any Scottish Loan, any
      affidavit, consent or renunciation granted in terms of the Matrimonial
      Homes (Family Protection) (Scotland) Act 1981 given in connection with
      such Scottish Loan or its Collateral Security;

      "Mortgage" means, in relation to a Loan, the charge Standard Security or
      mortgage created by the relevant Mortgage Deed to secure repayment of the
      sums due under the Loan from the relevant Borrower;

      "Mortgage Deed" means, in relation to a Loan, the deed creating the charge
      or security by way of legal mortgage or Standard Security over the
      Property the subject thereof and any deed of variation or other deed
      supplemental thereto;

      "Mortgagee" means, in respect of a Mortgage, the person or persons from
      time to time entitled to exercise the powers of the mortgagee or heritable
      creditor thereunder;

      "Mortgagor" means a Borrower or (in relation to any Scottish Loan) the
      grantor of the relevant Standard Security;

      "New Loan" means each Loan advanced by an Originator pursuant to clause
      2.1(c);

      "Occupier's Consent" means, in relation to any English Loan, the letter or
      other document of consent given in connection with that Loan whereby any
      occupier of the relevant Property aged eighteen years or over who is not a
      party to the relevant Mortgage Deed has agreed to postpone his interest
      (if any) in that Property so that it ranks after that of the Mortgagee;

      "Offer" means an offer of a Loan made by an Originator to a Potential
      Borrower;

      "Offer Letter" means the letter or letters pursuant to which an Offer is
      made;

      "Origination Funds" means any monies transferred to and held by the
      Approved Solicitors acting for the relevant Originator by the Company
      pursuant to clause 2.1(b);

      "Originator Declaration of Trust" means the declaration of trust of even
      date in the form set out in Schedule 12;

      "Originator Power of Attorney" means the power of attorney to be given by
      each of the Originators in the form set out in Schedule 1;
<PAGE>   111

      "Portfolio" means, at any time, the Loans which are, at that time,
      beneficially owned by the Company;

      "Potential Borrower" means any person or persons who have indicated in
      writing to an Originator (by completing that Originator's application
      form) that they are desirous of borrowing money on the security of a
      Mortgage;

      "Property" means, in relation to a Loan, the freehold or leasehold
      property in England or Wales or the heritable property in Scotland charged
      or secured or, as the case may be, to be charged or secured in favour of
      the Originator by way of mortgage or Standard Security as security for the
      repayment of that Loan;

      "Proposed New Loan" means a proposed new loan in respect of which an
      application from a Potential Borrower has been received and which is in
      the course of being processed by the relevant Originator (or the
      Administrator on its behalf);

      "Purchase Price" means, in respect of a Loan at any date, the aggregate,
      at that date, of:

      (a)   the Interest Bearing Balance of that Loan; and

      (b)   the Accrued Interest in respect of that Loan;

      "Relevant Rights" means, in respect of a Loan:

      (c)   all sums of principal, interest and any other sum payable by the
            Borrower under such Loan and its related Mortgage and the right to
            demand, sue for, recover, receive and give receipts for all
            principal moneys payable or to become payable (howsoever and
            whensoever arising) under such Loan, the related Loan Agreement and
            the related Mortgage or the unpaid part thereof and all interest
            payable or to become payable (howsoever and whensoever arising)
            thereon; and

      (d)   the benefit of all securities for such principal moneys and
            interest, the benefit of all arrangements with the holders of second
            or subsequent or prior mortgages, charges or other Security
            Interests over the Property pursuant to which such holder or the
            Mortgagee, as applicable, has agreed to postpone its interest under
            such mortgage, charge or other Security Interest to the relevant
            Mortgage or Mortgage, the benefit of all Occupier's Consents
            (including any priority conferred by them) or of any related MHA
            Documentation and the benefit of and the right to sue on all
            covenants and/or agreements with the Mortgagee in each relevant Loan
            Agreement and the relevant Mortgage and the right to exercise all
            powers and remedies of the Mortgagee in relation to the relevant
            Loan Agreement and the relevant Mortgage; and

      (e)   all the estate and interest in the relevant Property vested in the
            Mortgagee subject to redemption or cesser; and

      (f)   all causes and rights of action (both present and future) of the
            Mortgagee against any valuer, any solicitor, any other person or
            H.M. Land Registry or the Registers of Scotland in connection with
            any report, valuation, opinion, certificate, consent or
<PAGE>   112

            other statement of fact or opinion given in connection with any such
            Loan, the relevant Loan Agreement or the relevant Mortgage or
            affecting the Mortgagee's decision to make the relevant advance
            initially; and

      (g)   the right (if any) of the Mortgagee to receive the proceeds of any
            claim under any of the relevant Insurance Policies; and

      (h)   all causes and rights of action (present and future) against any
            solicitor or valuer in connection with the completion of such Loan
            and the related mortgage documentation and any advice given in
            relation thereto;

      "Report on Title" means a report on title in respect of a Property
      comprising part of the Standard Mortgage Documentation;

      "Repurchase Rights" means, in relation to a Loan at any time, all right,
      title, interest, benefit and obligations of the Company in and to the
      relevant Loan and its Collateral Security at that time;

      "Scottish Loan" means a Loan secured by a Scottish Mortgage;

      "Scottish Mortgage" means a Mortgage secured over a Property situated in
      Scotland;

      "Scottish Transfer" means assignations of the Loans and their related
      Mortgages in substantially either of the forms of Schedules 7 and 8 as the
      case may be;;

      "Security Interest" has the meaning ascribed to "Encumbrance" in the Loan
      Facility Agreement;

      "Standard Mortgage Documentation" means the documents used by the
      Originators in respect of the Loans in connection with their activities as
      residential mortgage lenders and shall include such other documents as may
      from time to time be substituted therefor or added thereto;

      "Standard Security" means a standard security in terms of the Conveyancing
      and Feudal Reform (Scotland) Act 1970;

      "Supplemental Scottish Declaration of Trust" means any declaration of
      trust over Scottish Loans and their related Collateral Security granted by
      the Originator in favour of the Company pursuant to, and substantially in
      the form set out in Schedule 9;

      "Title Deeds" means, in respect of a Loan and the related Property, the
      property deeds and the security therefor or thereover;

      "Transfer Documents" means, in respect of a Loan and its related
      Collateral Security, the relevant Transfer and Assignments;
<PAGE>   113

      "Transfers" means, in relation to registered land in England and Wales and
      such land which is the subject of an application for first registration,
      transfers of the Loans and their related Mortgages (there being one for
      each District Land Registry) in the form of Schedule 2, in relation to
      unregistered land in England and Wales (excluding such land which is the
      subject of an application for first registration), transfers of the Loans
      and their related Mortgages in the form of Schedule 3 and, in relation to
      land in Scotland, Scottish Transfers;

      "Trust Event" means:

      (i)   in any case where clause 2 applies, the transfer of funds to or to
            the order of the relevant Originator in accordance with clause
            2.1(b) of that clause; and

      (ii)  in any case where clause 3 applies, the transfer of funds to or to
            the order of the relevant Originator in discharge of the
            consideration for the purchase of that Loan referred to in that
            clause;

      "Valuation Report" means a report in respect of a Property made by an
      Approved Valuer substantially in the form set out in the Standard Mortgage
      Documentation; and

      "Warranties" means the representations and warranties on the part the
      relevant Originator contained clause 9.

1.2   Any reference in the Agreement to:

      "agreed draft" means, in relation to any document, the draft of that
      document which has been agreed between the parties thereto and initialled
      on their behalf for the purposes of identification;

      a "clause" or a "Schedule" shall, unless the context otherwise requires,
      to be a clause or schedule of this Agreement;

      the "Lender" shall be construed so as to include its and any subsequent
      successors and assigns in accordance with their respective interests;

      a "month" is a reference to a period starting one day in a calendar month
      and ending on the numerically corresponding day in the next following
      calendar month provided that, where any such period would otherwise end on
      a day which is not a Business Day, it shall end on the following
      succeeding Business Day, unless that day falls in the calendar month next
      following that in which it would otherwise have ended, in which case it
      shall end on the immediately preceding Business Day and provided further
      that, if there is no numerically corresponding day in the next following
      calendar month, that period shall end on the last Business Day in that
      next following calendar month (and references to "months" shall be
      construed accordingly);

      a "person" shall be construed as a reference to any person, firm, company,
      corporation, government, state or agency of a state or any association or
      partnership (whether or not having separate legal personality) of two or
      more of the foregoing;
<PAGE>   114

      "(pound)" and "Sterling" shall be to the lawful currency of the United
      Kingdom;

      "tax" shall be construed so as to include any tax, levy, impost, duty or
      other charge of a similar nature imposed or levied in the United Kingdom
      (including, without limitation, any penalty or interest payable in
      connection with any failure to pay or any delay in paying any of the
      same);

      "VAT" shall be construed as a reference to value added tax including any
      similar tax which may be imposed in place thereof from time to time;

      the "winding-up", "dissolution" or "administration" of a company shall be
      construed so as to include any equivalent or analogous proceedings under
      the law of the jurisdiction in which such company is incorporated or any
      jurisdiction in which such company carries on business;

      words particular to Scots law shall be construed accordingly.

2 ORIGINATION OF NEW LOANS

2.1   If an Originator intends to make a Proposed New Loan and such Proposed New
      Loan, if advanced, would satisfy the Eligibility Criteria, then in each
      case subject to and in accordance with this Agreement:

      (a)   that Originator (or the Administrator on its behalf) may request
            that the Company lends to that Originator such funds as that
            Originator shall require in order to advance such Proposed New Loan
            and shall, in conjunction with such request, supply to the Company
            the Agreed Loan Information;

      (b)   the Company shall, following any such request, notify that
            Originator whether, in respect of that Proposed New Loan, it is
            willing to fund the origination of that Loan and, if so, will, at
            the request of that Originator (or the Administrator on its behalf),
            and subject to the prior receipt from the relevant Approved
            Solicitors of an Approved Undertaking, transfer such funds to the
            Approved Solicitors nominated by that Originator (or the
            Administrator on its behalf);

      (c)   that Originator (or the Approved Solicitor on its behalf) shall, as
            soon as possible, complete the New Loan utilising the funds advanced
            by the Company for that purpose; and

      (d)   immediately upon completion of each New Loan pursuant to sub-clause
            (c) above, that Originator shall transfer to the Company all its
            right, title, interest and benefit in and to that New Loan and
            related Mortgage and its related Collateral Security including the
            Relevant Rights by executing the Transfer Documents and will procure
            that the Approved Solicitor provide an Approved Undertaking in
            respect of the relevant New Loan completed.

2.2   The transfer by the relevant Originator of the relevant New Loan shall
      constitute the consideration for the repayment of the Loans pursuant to
      this Agreement and discharge in full
<PAGE>   115

      the obligation on the part of the relevant Originator to repay the loan
      made by the Company to the relevant Originator in respect of that New Loan
      pursuant to clause 2.1(a).

2.3   The Company shall not be obliged to provide funds for New Loans originated
      by any of the Originators and the Originators shall not be under any
      obligation to originate New Loans.

3 TRANSFER OF EXISTING LOANS

      If, following any request made in accordance with clause 2.1(a), the
      Company at its sole discretion notifies the relevant Originator that it is
      only prepared to purchase a Proposed New Loan after completion thereof by
      the relevant Originator, it shall notify the relevant Originator of the
      date upon which it is prepared to effect such purchase and, subject to the
      prior receipt by the Company from the relevant Approved Solicitors of an
      Approved Undertaking, the Company will pay to the relevant Originator the
      Purchase Price of that New Loan whereupon the relevant Originator shall
      sell and the Company shall purchase from the relevant Originator all the
      relevant Originator's right, title, interest and benefit in and to that
      New Loan its related Mortgage and its related Collateral Security
      including the Relevant Rights upon and subject to the terms set out in
      clause 2.1(d) as if the reference therein to completion were a reference
      to such purchase.

4 NO EXCLUSIVITY

      Nothing herein or in any of the other Transaction Documents shall prevent
      or restrict any Originator entering into any other arrangement with any
      party other than the Company having similar effect to this Agreement.

5 REQUEST FOR FUNDS

5.1   In the case of the origination of a Proposed New Loan pursuant to clause
      2.1, the relevant Originator shall instruct or shall procure that the
      Administrator instructs the relevant Approved Solicitor to procure that
      any request for transfer of funds to complete that Proposed New Loan (the
      "Funds Transfer Request") is made and a copy provided to the Company no
      later than the close of business of the Business Day before the day set
      for completion of the relevant Proposed New Loan.

5.2   The Company's obligation to transfer the funds in order to complete any
      Proposed New Loan shall arise only upon the date referred to as the
      "Completion Date" in the Funds Transfer Request and the relevant monies
      shall be transferred on that date by the Company (or the Administrator on
      its behalf) from the Borrower Funding Account (as defined in the Loan
      Facility Agreement) to the relevant client account of the relevant
      Approved Solicitors.

5.3   In the case of a purchase of a New Loan pursuant to clause 3, the Company
      (or the Administrator on its behalf) shall, subject as set out in clause
      3, procure the transfer from the Borrower Funding Account on the relevant
      date of the consideration referred to therein.

5.4   If any Proposed New Loan has not been completed within five Business Days
      following the
<PAGE>   116

      date upon which the Company transfers funds to the relevant Approved
      Solicitors (in this sub-clause, the "relevant date") the relevant
      Originator (or the Administrator on its behalf) shall procure that such
      funds are re-transferred to the Company to such account as the Company
      shall from time to time specify no later than the Business Day following
      the relevant date.

6 DECLARATION OF TRUST

      In consideration of the Company agreeing to enter into this Agreement:

      (a)   each Originator agrees to execute the Originator Declaration of
            Trust;

      (b)   each Originator hereby agrees to grant and execute a Supplemental
            Scottish Declaration of Trust in relation to each Loan which is a
            Scottish Loan forthwith upon the relevant Trust Event in respect
            thereof; and

      (c)   each Originator hereby agrees to grant and execute a.Scottish
            Transfer in relation to each New Loan which is a Scottish Loan
            forthwith upon the relevant Trust Event in respect thereof.

7 CLOSING DATE

      On the Closing Date, the Originators shall deliver to the Company or as it
      may direct duly executed by each Originator:

      (a)   the Originator Declaration of Trust; and

      (b)   the Originator Power of Attorney.

8 TITLE DEEDS

8.1   Each Originator shall hold or procure that there are held all of the Title
      Deeds and Loan Files relating to each of the Loans comprised in the
      Portfolio for the benefit of, and to the order of, the Company or such
      other person or persons as the Company shall specify with effect from the
      occurrence of the relevant Trust Event in respect thereto until delivery
      to or at the direction of the Company. Each Originator shall hold such of
      the Title Deeds and Loan Files as it does not have in its possession for
      the benefit of, and to the order of, and upon trust for, the Company or
      such other person or persons as the Company shall specify from the date
      upon which it obtains possession of the same until delivery to or at the
      direction of the Company. Each Originator shall, at the request of the
      Company, deliver to any third party specified by the Company, a written
      acknowledgement that the Title Deeds and/or Loan files and/or Relevant
      Right received by or, as the case may be, in the possession of that
      Originator are held to the order of that third party, such acknowledgement
      to be in a form satisfactory to the Company.

8.2   To the extent that any of the documents referred to in clause 8.1 are held
      to the order of an Originator by H.M. Land Registry or the Registers of
      Scotland or by solicitors acting for an
<PAGE>   117

      Originator or any Borrower, that Originator will, with effect from the
      Closing Date, treat all of such documents as if held to the order of the
      Company.

8.3   If at (or at any time after) the Closing Date, an Originator holds, or
      there is held to its order, or it receives, or there is received to its
      order, any of the Relevant Rights in respect of any of the Loans comprised
      in the Portfolio, that Originator undertakes with the Company that it will
      hold such Relevant Rights upon trust for the Company as the trustee
      thereof pursuant to the Originator Declaration of Trust or for such other
      person or persons as the Company shall specify.

8.4   To give effect to the provisions of this clause 8, the relevant Originator
      shall procure that the relevant Approved Solicitor shall, upon completion
      of a New Loan, or, as the case may be, the purchase of an Existing Loan in
      accordance with this Agreement, provides an Approved Undertaking.

9 WARRANTIES AND REPRESENTATIONS

      Each Originator, in respect of Trust Property comprising Loans originated
      or, as applicable, sold by it, severally represents and warrants to the
      Company as at the time of the relevant Trust Event in the same terms,
      mutatis mutandis, as those representations and warranties given on the
      part of the Company set out in clause 14.3(B) of the Loan Facility
      Agreement.

10 CONSEQUENCES OF WARRANTY BREACH

10.1  In the event of there being a breach of the Warranties the effect of which
      is to entitle the Lender to reduce the Loan Value (as defined in the
      Proceeds Agreement) in respect of any Loan to 0%, the relevant Originator
      shall, within 28 days after receipt of written notice of such breach from
      the Company, be entitled to attempt to remedy the matter giving rise to
      such breach of Warranty. If such matter is capable of remedy or, if such
      matter is not capable of remedy, or, if capable of remedy, is not so
      remedied within the said period of 28 days, the relevant Originator shall
      be entitled to serve a notice (a "Call Notice") requiring the Company to
      sell to that Originator or to such other person as that Originator may
      direct its Repurchase Rights in relation to such Loan free from any right
      or interest created thereover by the Company.

10.2  Completion of any sale under clause 10.1 shall take place immediately
      following expiry of the 28 day period referred to therein, or at the
      relevant Originator's earlier election, when the relevant Originator shall
      pay or procure the payment to the Company or as the Company shall direct,
      an amount equal to the Purchase Price. Any sale of a Loan by the Company
      pursuant to the foregoing provisions of this clause shall be free from
      encumbrances created by the Company but otherwise the relevant Originator
      or other relevant purchaser shall have no recourse to the Company in
      respect thereof.

11 RELEASE

      The Company shall within a reasonable period after receipt of notice of
      such proposed sale, execute and deliver a deed of assignment, assignation,
      transfer or release, as applicable, at the request and cost of the
      relevant Originator or other relevant purchaser of any such Loan and
<PAGE>   118

      its Collateral Security against payment therefor in accordance with
      clauses 10.2.

12 EFFECT OF PURCHASE

      Any purchase of a Loan and its Collateral Security in accordance with
      clause 10 shall constitute a discharge and release of the relevant
      Originator from any claims which the Company may have against that
      Originator arising from breach of any Warranty in relation to that Loan
      but shall not affect any rights arising from a breach of Warranty in
      relation to any other Loan.

13 COVENANTS AND UNDERTAKINGS

13.1  Each Originator undertakes, severally in respect of the Loans originated
      or sold by it hereunder, with the Company that:

      (a)   if any legal or regulatory proceedings are raised against it, it
            will immediately notify the Company thereof;

      (b)   if the Company so requires in writing, each of the Originators shall
            join in any legal proceedings brought by the Company against any
            person relating to the Loan and the related Mortgage agreed to be
            sold thereby, subject always to that Originator being fully
            indemnified to its reasonable satisfaction for its costs by the
            Company;

      (c)   it will not sell, transfer or dispose of or purport to sell,
            transfer or dispose of any interest in or otherwise deal in any Loan
            or the related Collateral Security sold by it other than as
            contemplated by this Agreement or any of the other Transaction
            Documents; and

      (d)   it will notify the Company of all material breaches of Warranties.

14 MERGER

      Any term of this Agreement to which effect is not given on the Closing
      Date shall not merge and shall remain in full force and effect
      notwithstanding Closing.

15 NO AGENCY OR PARTNERSHIP

      It is hereby acknowledged and agreed by the parties that nothing in this
      Agreement shall be construed as giving rise to any relationship of agency,
      save as expressly provided herein, or partnership between any of the
      parties and that in fulfilling its obligations hereunder, each party shall
      be acting entirely for its own account.

16 PAYMENTS

      All payments to be made pursuant to this Agreement shall be made, without
      set-off or counterclaim, in sterling in immediately available funds and
      shall be deemed to be made when they are received by the payee and shall
      be accounted for accordingly.
<PAGE>   119

17    WAIVERS AND VARIATIONS

17.1  Exercise or failure to exercise any right under this Agreement shall not,
      unless otherwise herein provided, constitute a waiver of that or any other
      right.

17.2  No variation of this Agreement shall be effective unless it is in writing
      and signed by (or by some person duly authorised by) each of the parties
      hereto.

18 ENTIRE AGREEMENT

      This Agreement constitutes the entire agreement and understanding between
      the parties in relation to the subject matter hereof and cancels and
      replaces any other agreement or understanding in relation thereto.

19 NOTICES

19.1  Giving of notices

      All notices or other communications under or in connection with the
      Transaction Documents shall be given in writing or by facsimile. Any such
      notice will be deemed to be given as follows:

      (a)   if in writing and sent by hand, when delivered;

      (b)   if in writing and sent by post, 48 hours after posting; and

      (c)   if by facsimile, when satisfactorily transmitted.

      However, a notice given in accordance with the above but received on a
      non-working day or after business hours in the place of receipt will only
      be deemed to be given on the next working day in that place.

19.2  Address for notices

      (a)   The address, telephone and facsimile number of the Lender is:

            Greenwich International, Ltd., 9 Floor, 1 Jermyn Street, London SW1Y
            4UA

            Tel No:     0171 375 5819
            Fax No:     0171 375 5510
            Attention:  Jeff Beckwith

            with a copy to:
<PAGE>   120

            Offices of the General Counsel, located at 600 Steamboat Road,
            Greenwich, Connecticut, 06830 USA

            Tel No:     00 1 203 625 6040
            Fax No:     00 1 203 629 4571
            Attention:  General Counsel

            or such other address, telephone or facsimile number as the Lender
            may notify to the other parties by not less than 5 Business Days'
            notice.

      (b)   The address and facsimile number of the Company are:

            Mortgage Management Limited, Cityscape House, Croxley Business Park,
            Watford Herdfordshire, WD1 8YF

            Tel No:     01923 426 426
            Fax No:     01923 426 826
            Attention:  Company Secretary

            or such other address, telephone or facsimile number as the Company
            may notify to the other parties by not less than 5 Business Days'
            notice.

      (c)   The address, telephone and facsimile number of the Originators is:

            c/o City Mortgage Corporation Limited, Cityscape House,
            Croxley Business Park,
            Watford, Herdfordshire, WD1 8YF

            Tel No:     01923 426 426
            Fax No:     01923 426 826
            Attention:  Company Secretary

            or such other address, telephone or facsimile number as CMC may
            notify to the other parties by not less than 5 Business Days'
            notice.

20 ASSIGNMENT

      Neither the Originators nor the Company may assign or create any Security
      Interest over its rights or interest and/or transfer its obligations under
      this Agreement, save that (i) the Company may assign its rights under this
      Agreement pursuant to the Debenture or otherwise with the prior written
      consent of the Lender provided that nothing herein shall prevent the
      Company from exercising such rights as it may have over or in respect of
      the Portfolio, as provided in the Transaction Documents. The Originators
      nominate and authorise CMC to receive and acknowledge receipt of any
      notices or intimations in respect of such assignations, charges or
      security granted by the Company in favour of the Lender, on their behalf.
<PAGE>   121

21 GOVERNING LAW

      This document shall be governed by and construed in accordance with
      English law, provided that any terms hereof which are particular to the
      law of Scotland shall be governed by and construed in accordance with
      Scots law.


IN WITNESS whereof the Originators and the Company have executed these presents
as a Deed at London on the day and year first before written.

Executed as a deed                  )
by CITY MORTGAGE                    )
CORPORATION LIMITED                 )

acting as attorney:                 )


Executed as a deed                  )
by J & J SECURITIES LIMITED         )

acting as attorney:                 )


Executed as a deed                  )
by HOME MORTGAGES                   )
CORPORATION LIMITED                 )

acting as attorney:                 )


Executed as a deed                  )
by HOME FUNDING                     )
CORPORATION LIMITED                 )

acting as attorney:                 )


Executed as a deed                  )
by ASSURED FUNDING                  )
COPORATION LIMITED                  )

acting as attorney:                 )
<PAGE>   122

Executed as a deed                  )
by MORTGAGE MANAGEMENT              )
LIMITED                             )

acting as attorney:                 )
<PAGE>   123

                                   SCHEDULE 1

                      FORM OF ORIGINATOR POWER OF ATTORNEY

THIS POWER OF ATTORNEY is made on [       ]

BY

(1)   CITY MORTGAGE CORPORATION LIMITED (registered number 3043776) whose
      registered office is at 19 Cavendish Square, London WA 2AW ("CMC");

(2)   J&J SECURITIES LIMITED (registered number 1335672) whose registered office
      is at 19 Cavendish Square, London WA 2AW ("J&J");

(3)   HOME MORTGAGE CORPORATION LIMITED (registered number 2000967) whose
      registered office is at 19 Cavendish Square, London WA 2AW ("HMC");

(4)   HOME FUNDING CORPORATION LIMITED (registered number 1967932) whose
      registered office is at 19 Cavendish Square, London WA 2AW ("HFC");

(5)   ASSURED FUNDING CORPORATION LIMITED (registered number 2102520) whose
      registered office is at 19 Cavendish Square, London WA 2AW ("AFC");

      (each, a "Donor" and, together, the "Donors") in favour of each of the
      following two parties (identified at (6) and (7)) (each a "Donee" and
      together the "Donees")

(6)   MORTGAGE MANAGEMENT LIMITED (registered number 2002263) whose registered
      office is at Harcourt House, 19 Cavendish Square, London WA 2AW ("MML");
      and

(7)   GREENWICH INTERNATIONAL, LTD. a company incorporated in Bermuda whose
      registered office is at Cedar House, 41 Cedar Avenue, Hamilton, Bermuda
      and whose branch in the United Kingdom is at 1 Jermyn Street, 7th Floor,
      London SW1Y 4UH ("GIL").

WHEREAS

(A)   By an agreement of even date between the parties hereto (the "Origination
      and Transfer Agreement"), the Donors agreed to transfer to the Company the
      Loans and their Collateral Security.

(B)   By or pursuant to the Originator Declaration of Trust and any Scottish
      Declaration of Trust executed pursuant to the Origination and Transfer
      Agreement, the Donors are to hold the benefit of the legal title or
      proprietorship, as the case may be, to or of the Loans and their
      Collateral Security on trust for the Company absolutely.

(C)   The Donors have agreed to enter into these presents for the purposes
      hereinafter appearing.

(D)   Words and expressions defined in the Origination and Transfer Agreement
      shall, unless
<PAGE>   124

      otherwise defined herein or unless the context otherwise requires, have
      the same meanings in this Agreement.

NOW THIS DEED WITNESSETH THAT EACH DONOR HEREBY APPOINTS each of the Donees
severally to be its true and lawful attorney (with power to sub-delegate) for it
and in its name to do the following acts and things or any of them:

1.    to exercise its rights, powers and discretion under the Mortgage Loans and
      their Collateral Security including the right to determine and set, in its
      absolute discretion, the rate or rates of interest chargeable to the
      relevant borrowers under the Mortgage Loans and Mortgages in accordance
      with the relevant Mortgage Conditions referred to therein (including,
      without limitation, the right, in its absolute discretion, to set and to
      calculate the Monthly Payments);

2.    to exercise all powers exercisable by the Donor by reason of its remaining
      for the time being the legal mortgagee or registered or recorded heritable
      creditors in respect of any of the Mortgages or, as the case may be, the
      registered proprietor at HM Land Registry or the registered or recorded
      heritable creditor in the Registers of Scotland of any of the Mortgages;

3.    to demand sue for and receive all moneys due or payable under the Mortgage
      Loans and their related Mortgages or any such Collateral Security or
      related rights;

4.    upon payment of such moneys or of any part thereof to give good receipts
      and discharges for the same and to execute such receipts, releases,
      re-assignments, surrenders, instruments and deeds as may be requisite or
      advisable.

5.    without prejudice to any of the foregoing, to execute and deliver in the
      case of English Mortgages of Property which relate to registered land
      (including any Property which is the subject of an application for first
      registration) such legal transfers in the form set out in Schedule 2 to
      the Origination and Transfer Agreement and, in the case of English
      mortgages of Property which relate to unregistered land, legal transfers
      in the form set out in Schedule 3 to the Origination and Transfer
      Agreement and, in the case of Scottish Mortgages, assignations in either
      of the forms (as appropriate) set out in Schedule 7 and 8 to the
      Origination and Transfer Agreement as a Donee considers necessary (with,
      in either case, such amendments as may reasonably be required to such
      transfers and assignations) together with such further transfers,
      assignments and assignations of the other Collateral Security and related
      rights sold by that Donor under the Origination and Transfer Agreement or,
      as the case may be, held on trust pursuant to any Scottish Declarations of
      Trust and notices of all such transfers, assignments and assignations, in
      each case in such form as a Donee may require including, without
      limitation, assignments and assignations in the respective forms set out
      in the schedules to the Origination and Transfer Agreement (or such other
      forms as a Donee may reasonably require) in order to perfect the Company's
      interest therein by means of a transfer or assignation of the legal estate
      and title; and

6.    from time to time to substitute and appoint severally one or more attorney
      or attorneys for all or any of the purposes aforesaid.

AND each Donor hereby agrees at all time hereafter to ratify and confirm
whatsoever any act matter or deed any attorney or substitute shall lawfully do
or cause to be done under or concerning these presents.
<PAGE>   125

AND each Donor hereby declares that these presents having been given for
security purposes and to secure a continuing obligation the powers hereby
created shall be irrevocable within the meaning of Section 4 of the Powers of
Attorney Act 1971.

This Power of Attorney shall be governed by English law.

DULY DELIVERED as a deed on the day and year first before written.

Executed and delivered as a deed          )
by CITY MORTGAGE                          )
CORPORATION LIMITED                       )
in the presence of:                       )


                  Director


                  Director



Executed and delivered as a deed          )
by J&J SECURITIES LIMITED                 )
in the presence of:                       )


                  Director


                  Director
<PAGE>   126

Executed and delivered as a deed          )
by HOME MORTGAGES                         )
CORPORATION LIMITED                       )
in the presence of:                       )


                  Director


                  Director



Executed and delivered as a deed          )
by HOME FUNDING                           )
CORPORATION LIMITED                       )
in the presence of:                       )


                  Director


                  Director



Executed and delivered as a deed          )
by ASSURED FUNDING                        )
CORPORATION LIMITED                       )
in the presence of:                       )


                  Director


                  Director
<PAGE>   127

                                    ANNEXURE
                                (List of Donors)


                        City Mortgage Corporation Limited
                            (Registered No. 3043776)

                             J&J Securities Limited
                            (Registered No. 1335672)

                       Home Mortgages Corporation Limited
                            (Registered No. 2000967)

                        Home Funding Corporation Limited
                            (Registered No. 1967932)

                       Assured Funding Corporation Limited
                            (Registered No. 2102520)
<PAGE>   128

                                   SCHEDULE 2

                      (FORM OF TRANSFER (REGISTERED LAND))


                                  HMLR FORM 54

                               H.M. LAND REGISTRY

                       LAND REGISTRATION ACTS 1925 TO 1988

                               TRANSFER OF CHARGES

District Land Registry :
Title No                :
Properties              :
Date                    :

[                       ] (registered number   ) whose registered office is
at [             ](the "Transferor") with full title guarantee hereby transfers
to MORTGAGE MANAGEMENT LIMITED (registered number      ) whose registered office
is at [        ] (the "Transferee") all right, title, interest and benefit (both
present and future) of the Transferor in the several charges (the "Charges")
particulars whereof are set out in the Annexure hereto of which it is or is
entitled to be the registered proprietor including for the avoidance of doubt:

(a)   the right to demand, sue for, recover and give receipts for all principal
      monies under the Charges or the unpaid part thereof and the interest to
      become due thereon; and

(b)   the benefit of all securities for such principal monies and interest and
      the benefit of and the right to sue on all covenants with the Transferor
      in each Charge and the right to exercise all powers of the Transferor in
      relation to each Charge; and

(c)   all the estate and interest in the properties brief particulars of which
      are set out in the Annexure hereto vested in the Transferor subject to
      redemption or cesser; and

(d)   all causes of action of the Transferor against any person in connection
      with any report, valuation, opinion, certificate or other statement of
      fact or opinion given in connection with any Charge or effecting the
      Transferor's decision to make the relevant advance; and

(e)   the benefit of any deeds given in respect of any Charge by any occupier of
      the property the subject of such Charge and aged eighteen years or over,
      postponing his interest in such property, if any, so that it ranks after
      that of the Transferor; and

(f)   the benefit of any deeds given in respect of any Charge whereby any person
      holding the benefit of any mortgage, sub-mortgage, charge, sub-charge,
      pledge, lien, right of set-off or other security interest affecting the
      property the Charge agrees to postpone such interest in favour of any
      similar interest of the Transferor.
<PAGE>   129

but excluding (i) the legal charges on the life assurance policies (if any)
charged as collateral security therefor; (ii) the Transferor's right, title,
interest and benefit in certain other insurance contracts and certain guarantees
each comprised in separate assignments of even date herewith between the parties
hereto.

Duly delivered as a Deed on the date inserted above.


THE COMMON SEAL OF                      )
[                 ] LIMITED             )
was hereunto affixed in                 )
the presence of:                        )


                  Director


                  Director
<PAGE>   130

                                    ANNEXURE


<TABLE>
<CAPTION>
Title No.     Address of          Name of       Mortgage Loan   Date of Charge
              Property            Borrowers     Number
<S>           <C>                 <C>           <C>             <C>
</TABLE>
<PAGE>   131

                                   SCHEDULE 3

                     (FORM OF TRANSFER (UNREGISTERED LAND))

THIS TRANSFER OF MORTGAGES is made the day of 1998 BETWEEN [                   ]
(registered number) whose registered office is at [         ] (the "Transferor")
of the one part and MORTGAGE MANAGEMENT LIMITED (registered number   ) whose
registered office is at [        ] (hereinafter called the "Transferee") of the
other part.

WHEREAS

(A)   By the mortgages ("Mortgages") brief particulars of which are contained in
      the Annexure hereto, the properties (brief particulars of which are set
      out therein) (the "Properties") because security for the repayment of the
      monies therein mentioned.

(B)   The aggregate principal sum of (pound)[  ] ([  ] pounds) secured by the
      Mortgages remains due and owing together with interest thereon and the
      Transferor has agreed to transfer to the Transferee all right, title,
      interest and benefit of the Transferor (both present and future) in and
      under the Mortgages for the consideration hereinafter mentioned.

NOW THIS DEED WITNESSETH as follows:
the Transferor will full title guarantee hereby transfers unto the Transferee
all right, title, interest and benefit of the Transferor in the Mortgages
including for the avoidance of doubt:

(a)   the right to demand, sue for, recover and give receipts for all principal
      monies under the Mortgages or the unpaid part thereof and the interest to
      become due thereon; and

(b)   the benefit of all securities for such principal monies and interest and
      the benefit of and the right to sue on all covenants with the Transferor
      in each Mortgage and the right to exercise all powers of the Transferor in
      relation to each Mortgage; and

(c)   all the estate and interest in the properties brief particulars of which
      are set out in the Annexure hereto vested in the Transferor subject to
      redemption or cesser; and

(d)   all causes of action of the Transferor against any person in connection
      with any report, valuation, opinion, certificate or other statement of
      fact or opinion given in connection with any Mortgage or effecting the
      Transferor's decision to make the relevant advance; and

(e)   the benefit of any deeds given in respect of any Mortgage by any occupier
      of the property the subject of such Mortgage and aged eighteen years or
      over, postponing his interest in such property, if any, so that it ranks
      after that of the Transferor; and
<PAGE>   132

(f)   the benefit of any deeds given in respect of any Mortgage whereby any
      person holding the benefit of any mortgage, sub-mortgage, charge,
      sub-charge, pledge, lien, right of set-off or other security interest
      affecting the property the subject of the Mortgage agrees to postpone such
      interest in favour of any similar interest of the Transferor.

but excluding (i) the legal charges on the life assurance policies (if any)
charged as collateral security therefor; (ii) the Transferor's right, title,
interest and benefit in certain other insurance contracts and certain guarantees
each comprised in separate assignments of even date herewith between the parties
hereto

TO HOLD the same unto the Transferee absolutely.


Duly delivered as a Deed on the date inserted above.



THE COMMON SEAL of                         )
[                       ]                  )
was hereunto affixed in the presence of:   )



                  Director


                  Director
<PAGE>   133

                                    ANNEXURE

<TABLE>
<CAPTION>
                Address of     Name of         Mortgage Loan
Title No.       Property       Borrowers       Number         Date of Charge
<S>             <C>            <C>             <C>            <C>
</TABLE>
<PAGE>   134

                                   SCHEDULE 4

                      (FORM OF ASSIGNMENT OF LIFE CHARGES)


THIS ASSIGNMENT is made the                 day of 1997                  BETWEEN

(1)   [                       ] (registered number            ) whose registered
      office is at [        ] ("the Assignor"); and

(2)   MORTGAGE MANAGEMENT LIMITED (registered number         ) whose registered
      office is at [            ] (the "Assignee").

WHEREAS

(A)   By several transfers and assignations of even date herewith and made
      between the Assignor and the Assignee, the Assignor has entered into
      transfers and assignations of title to certain Loans and their related
      Mortgages to the Assignee.

(B)   By several assignments, assignations or charges ("Life Charges") certain
      life assurance policies (the "Life Policies") are assigned or charged by
      way of security to the Assignor as collateral security for the sums
      secured by some of the said Loans.

(C)   This Assignment is supplemental to the said several transfers and
      assignations.

NOW THIS DEED WITNESSETH as follows:

The Assignor with full title guarantee (or, in the case of Life Charges relative
to Scottish Loans, with absolute warrandice) hereby transfers and assigns unto
the Assignee all right, title, interest and benefit of the Assignor (both
present and future) in the Life Charges including for the avoidance of doubt:

(i)   the benefit of and the right to sue on all covenants with and undertakings
      to the Assignor in each Life Charge and the right to exercise all powers
      of the Assignor in relation to each Life Charge; and

(ii)  all the estate, title and interest in the Life Policies vested in the
      Assignor.

TO HOLD the same unto the Assignee absolutely.

IN WITNESS WHEREOF the Assignor has caused this Assignment to be executed as a
Deed on its behalf the day and year first before written.
<PAGE>   135

THE COMMON SEAL of                         )
[                       ]                  )
was hereunto affixed in the presence of:   )

                                Director


                                Director
<PAGE>   136

                                   SCHEDULE 5

                (FORM OF ASSIGNMENT OF INSURANCE CONTRACTS)

THIS AGREEMENT is made the                 day                 of 1998

BETWEEN

(1)   [                       ] (registered number     ) whose registered office
      is at [                       ]  ("the Assignor"); and

(2)   MORTGAGE MANAGEMENT LIMITED (registered number 2002263) whose registered
      office is at [                       ] (the "Assignee").

WHEREAS

(A)   By several transfers and assignations of even date herewith and made
      between the Assignor and the Assignee, the Assignor has entered into
      transfers and assignations of title to certain Loans and their related
      Mortgages to the Assignee.

(B)   The Assignor has an interest in certain contracts of insurance (the
      "Insurance Contracts") which relate to those Mortgages and the Properties
      upon which they are secured ("Properties");

(C)   This Assignment is supplemental to the said several transfers and
      assignations.

NOW THIS DEED WITNESSETH as follows:

IN further consideration of the sums referred to in the said several transfers
and assignations the Assignor with full title guarantee hereby assigns unto the
Assignee absolutely all rights, title, interest and benefit of the Assignor (if
any) (whether present or future) in relation to the Insurance Contracts
including the rights to receive the proceeds of any claim

TO HOLD the same unto the Assignee absolutely.

IN WITNESS WHEREOF the Assignor has caused this Assignment to be executed as a
Deed on its behalf the day and year first before written.

THE COMMON SEAL of                         )
[                       ]                  )
was hereunto affixed in the presence of:   )

                        Director

                        Director
<PAGE>   137

                                   SCHEDULE 6

                       (FORM OF ASSIGNMENT OF GUARANTEES)


THIS ASSIGNMENT is made the                 day of                   1998

BETWEEN

(1)   [                       ] (registered number     ) whose registered office
      is at [                       ]  ("the Assignor"); and

(2)   MORTGAGE MANAGEMENT LIMITED (registered number 2002263) whose registered
      office is at [                       ] (the "Assignee").

WHEREAS

(A)   By several transfers and assignations of even date herewith and made
      between the Assignor and the Assignee, the Assignor has entered into
      transfers and assignations of title to certain Loans and their related
      Mortgages to the Assignee.

(B)   The Assignor has the benefit of certain guarantees the ("Guarantees") as
      security for the obligations of borrowers in relation to the Loans.

(C)   This Assignment is supplemental to the said several transfers and
      assignations.

NOW THIS DEED WITNESSETH as follows:

In further consideration of the sums referred to in the said several transfers
and assignations the Assignor with full title guarantee (or, in the case of
Guarantees relative to Scottish Loans, with absolute warrandice) hereby assigns
unto the Assignee all right, title, interest and benefit of the Assignor
(whether present or future, legal or equitable) in and under all Guarantees
taken by it in respect of the obligations of any of the borrowers in respect of
the obligations of any of the borrowers in relation to the Loans

TO HOLD the same unto the Assignee absolutely.

IN WITNESS WHEREOF the Assignor has caused this Assignment to be executed as a
Deed on its behalf the day and year first before written.

THE COMMON SEAL of                         )
[                       ]                  )
was hereunto affixed in the presence of:   )

                  Director


                  Director
<PAGE>   138

                                   SCHEDULE 7

                (FORM OF SCOTTISH TRANSFER (LAND REGISTER))

WE, [insert name of Originator], incorporated under the Companies Acts in
England (Number [     ]) and having our Registered Office at [      ] (the
"Assignor"), in implement pro tanto of an Origination and Transfer Agreement
among us the Assignor, Mortgage Management Limited (registered number 2002263)
and having its registered office at [       ] (the "Company") and others
dated [        ](the "Mortgage Transfer Agreement") and for the consideration
set out therein HEREBY ASSIGN to the Company the Standard Securities granted
by the respective parties whose names are specified in Column 1 of the Schedule
annexed and executed as relative hereto in favour of us the Assignor for all
sums due and to become due, to the extent of the respective sums specified in
the relative entry in Column 2 of the said Schedule being the amounts now due
under the said respective Standard Securities, registered said respective
Standard Securities in the Land Register under the Title Number specified in the
relative entry in Column 3 of the said Schedule on the date specified in the
relative entry in Column 4 of the said Schedule: With interest and arrears and
accumulations of interest and charges from [     ]: And we the Assignor further
ASSIGN to and in favour of the Company our whole right title and interest in all
and any credit agreements or agreements for loan entered into between us the
Assignor and the said respective parties whose names are specified in Column 1
of the said Schedule and secured by the said Standard Securities:

IN WITNESS WHEREOF these presents typewritten on this page are together with the
Schedule annexed hereto executed as follows:-

SUBSCRIBED for and on behalf of the
said [insert name of Originator]

at
      .................................

on
      .................................

by
      .................................

      .................................


      .................................

      .................................
<PAGE>   139

 This is the Schedule referred to in the foregoing Assignation of Standard
   Securities by [insert details of Originator] in favour of the Company
                              dated [insert date].

<TABLE>
<CAPTION>
         1                   2                   3                   4
     [Parties]      [Loan Outstanding]      [Title No.]     [Registration Date]
     <S>            <C>                     <C>             <C>
</TABLE>
<PAGE>   140

                                   SCHEDULE 8

               (FORM OF SCOTTISH TRANSFER (SASINE REGISTER))


WE, [insert name of Originator], incorporated under the Companies Acts in
England (Number [      ]) and having our Registered Office at [      ]
(the "Assignor"), in implement pro tanto of an Origination and Transfer
Agreement among us the Assignor, Mortgage Management Limited (registered number
2002263) and having its registered office at [      ] (the "Company") and others
dated [        ] (the "Mortgage Transfer Agreement") and for the consideration
set out therein HEREBY ASSIGN to the Company the Standard Securities granted by
the respective parties whose names are specified in Column 1 of the Schedule
annexed and executed as relative hereto in favour of us the Assignor for all
sums due and to become due, to the extent of the respective sums specified in
the relative entry in Column 2 of the said Schedule being the amounts now due
under the said respective Standard Securities, recorded said respective Standard
Securities in the Register for the County specified in the relative entry in
Column 3 of the said Schedule on the date specified in the relative entry in
Column 4 of the said Schedule: With interest and arrears and accumulations of
interest and charges from [      ]: And we the Assignor further ASSIGN to and in
favour of the Company our whole right title and interest in all and any credit
agreements or agreements for loan entered into between us the Assignor and the
said respective parties whose names are specified in Column 1 of the said
Schedule and secured by the said Standard Securities:

IN WITNESS WHEREOF these presents typewritten on this page are together with the
Schedule annexed hereto executed as follows:-

SUBSCRIBED for and on behalf of the
said [insert name of Originator]

at
      .................................................

on
      .................................................

by
      .................................................

      .................................................


      .................................................

      .................................................


REGISTER on behalf of the within named  Mortgage  Management  Limited in the
REGISTERS of the COUNTIES of [           ]

                                     Agents
<PAGE>   141

 This is the Schedule referred to in the foregoing Assignation of Standard
   Securities by [insert details of Originator] in favour of the Company
                              dated [insert date].

<TABLE>
<CAPTION>
         1                   2                   3                   4
     [Parties]      [Loan Outstanding]       [County]        [Recording Date]
     <S>            <C>                     <C>             <C>
</TABLE>
<PAGE>   142

                                   SCHEDULE 9

                     (FORM OF SCOTTISH DECLARATION OF TRUST)

                              DECLARATION OF TRUST

                                     between

[Insert name of Originator] LIMITED, incorporated under the Companies Acts in
England (Registered Number     ) and having its registered office at [         ]
(the "Originator")

                                       and

MORTGAGE MANAGEMENT LIMITED incorporated under the Companies Acts in England
(registered number 2002263) and having its registered office at [        ] (the
"Company")

WHEREAS:

(A)   Legal title to the Further Scottish Trust Property aftermentioned is held
      by and vested in the Originator;

(B)   In terms of an Origination and Transfer Agreement made between the
      Originator, the Company and others dated [          ] Nineteen hundred and
      Ninety eight (the "Origination and Transfer Agreement") the Originator has
      agreed to sell the said Further Scottish Trust Property to the Company;
      and

(C)   In implement of the Origination and Transfer Agreement and pending the
      taking of legal title to the said Further Scottish Trust Property by the
      Company, the Originator has undertaken to grant this deed:

NOW THEREFORE the parties HEREBY AGREE AND DECLARE as follows:

1 Interpretation

      In this deed (which expression shall include the Schedule and Recitals
      hereto):

1.1   words and expressions defined in the Origination and Transfer Agreement
      shall, unless the context otherwise requires, have the same meanings in
      this deed;

1.2   Further Scottish Trust Property shall mean the Scottish Loans and the
      whole Collateral Security (including without limitation the Scottish
      Mortgages) relative thereto, brief particulars of which Loans, Scottish
      Mortgages are detailed in the schedule annexed and executed as relative
      hereto), and (a) all principal sums, including any further advances,
      present or future, interest and expenses comprised therein and secured
      thereby, (b) all monies, rights, interests, benefits and others pertaining
      thereto or deriving therefrom (including without limitation all
<PAGE>   143

      MHA Documentation) including Related Rights and (c) all powers and
      remedies for enforcing the same and (d) all proceeds resulting from the
      enforcement of any of the Loans their related Mortgages and their
      Collateral Security; and

1.3   words importing the singular number include the plural and vice versa.

2 Declaration of Trust

      The Originator hereby DECLARES that from and after the date hereof it
      holds and, subject to Clause 6 hereof, shall henceforth hold the Further
      Scottish Trust Property and its whole right, title and interest, present
      and future, therein and thereto in trust absolutely for the Company and
      its assignees (whether absolutely or in security) whomsoever.

3 Intimation

      The Originator hereby intimates to the Company the coming into effect of
      the trust hereby declared and created and the Company by its execution
      hereof immediately subsequent to the execution of this deed by the
      Originator acknowledges such intimation.

4 Dealings with Trust Property and Negative Pledge

      The Originator warrants and undertakes that:

4.1   as at the date hereof, it holds, subject to any pending registration or
      recording in the Registers of Scotland, legal title to the Further
      Scottish Trust Property unencumbered by any fixed or floating charge,
      diligence or other Security Interest;

4.2   it shall not create or agree to create any fixed or floating charge or
      other Security Interest or encumbrance over or which may attach to or
      affect the whole or any part of the Further Scottish Trust Property or
      otherwise dispose of the same at any time when such Further Scottish Trust
      Property or part thereof remains subject to the trust hereby created; and

4.3   it shall deal with the Further Scottish Trust Property (including without
      prejudice to said generality the calculation and setting of any interest
      rate applicable thereto) in accordance with the provisions of the
      Transaction Documents and the specific written instructions (if any) of
      the Company and its foresaids and shall take, subject to Clause 6 hereof,
      any such action as may be necessary (including for the avoidance of doubt
      the raising or defending of any proceedings in any court of law whether in
      Scotland or elsewhere) to secure or protect the title to the Further
      Scottish Trust Property but only in accordance with the specific written
      instructions (if any) of the Company and its foresaids.

5 Transfer of Title

      The provisions of the Origination and Transfer Agreement shall be deemed
      to be incorporated herein insofar as the same pertain to the Further
      Scottish Trust Property and during the continuance of the trust hereby
      declared and created the Company as beneficiary hereunder shall have the
      benefit of all rights and powers conferred, including without limitation
      the right to perfect legal title to the Further Scottish Trust Property or
      any part thereof and to call upon
<PAGE>   144

      the Originator to undertake all acts and things and execute all deeds and
      documents as may be required to effect the same, and notwithstanding the
      winding up of the Originator or the making of any administration order in
      respect of the Originator or the appointment of a receiver to all or any
      part of the Further Scottish Trust Property, and for further assuring the
      said rights and powers the Originator has executed and delivered to the
      Company the Originator Power of Attorney.

6 Termination of Trust

      If legal title to any part or parts of the Further Scottish Trust Property
      is taken by the Company in accordance with the provisions of Clause [ ] of
      the Origination and Transfer Agreement (which in the case of any Scottish
      Mortgage shall be constituted by the registration or recording of the
      title thereto in the Registers of Scotland); or any part of parts of the
      Further Scottish Trust Property forms the subject of a purchase or
      repurchase in accordance with the terms of the Origination and Transfer
      Agreement, the trust hereby declared and created shall (but only when any
      of the events or transactions before stated has been completed irrevocably
      validly and in full) ipso facto fall and cease to be of effect in respect
      of such part or parts of the Further Scottish Trust Property but shall
      continue in full force and effect in respect of the sole remainder (if
      any) of the Further Scottish Trust Property.

7 Assignation

      The Company shall be entitled to assign (whether absolutely or in
      security) its rights and interests under this deed and the trust hereby
      declared and created. [In the event of such assignation being made by the
      Company, the Originator hereby appoints and authorises City Mortgage
      Corporation Limited as agent of the Originator for the purposes of
      acknowledging intimation of such assignation. [This paragraph is to be
      deleted where CMC is the Originator]

8 Variation

      For so long as any of the Secured Amounts remain outstanding, this deed
      and the trust hereby declared and created shall not be varied in any
      respect without the consent in writing of the Company and GIL.

9 Governing Law

      This deed shall be governed by and construed in accordance with the law of
      Scotland and each of the parties hereby prorogates the non-exclusive
      jurisdiction of the Scottish Courts so far as not already subject thereto
      and waives any right or plea of forum non conveniens in respect of such
      jurisdiction.
<PAGE>   145

10 Registration

      The parties hereto consent to the registration of these presents for
      preservation.

IN WITNESS WHEREOF these presents typewritten on this and the preceding four
pages together with the Schedule annexed hereto are executed for and on behalf
of the Originator and the Company at [                ] on [            ] 1998
as follows:


SUBSCRIBED for and on behalf of the
said [insert name of Originator]
LIMITED
by

 .....................................        .................................

and

 .....................................        .................................


SUBSCRIBED for and on behalf of the
said MORTGAGE MANAGEMENT
LIMITED  by

 .....................................        .................................


and
 .....................................        .................................
<PAGE>   146

  Schedule referred to in the foregoing Scottish Declaration of Trust by City
     Mortgage Corporation Limited in favour of Mortgage Management Limited

<TABLE>
<CAPTION>
          1                2                  3                  4
     Account No.      Borrowers full   Address of secured    Sums Due
                         names            property
     <S>              <C>              <C>                   <C>
</TABLE>
<PAGE>   147

                                   SCHEDULE 10

                INFORMATION TO BE CONTAINED IN LOAN SCHEDULE


For each capital repayment loan and each interest only loan (loans of each type
to be shown separately) the following information shall be contained in the Loan
Schedule:

(i)    the Loan reference number;

(ii)   the charge priority of the Loan;

(iii)  the name of the Mortgagor;

(iv)   the identity of the Originator;

(v)    the address of the mortgaged Property including the postcode;

(vi)   the open market value of the Property;

(vii)  the date of maturity of the Loan;

(viii) the first payment date of the Loan;

(ix)   the principal amount of the Loan;

(x)    the cut-off date balance of the Loan;

(xi)   the scheduled payment amount of principal and interest;

(xii)  the rate of interest applicable to the Loan;

(xiii) the  loan  to  value  ratio  at the  open  market  value  of the
       Property; and

(xiv)  the Property type.


<PAGE>   148

                                   SCHEDULE 11

                                (THE ORIGINATORS)


                        City Mortgage Corporation Limited
                            (Registered No. 3043776)

                             J&J Securities Limited
                            (Registered No. 1335672)

                       Home Mortgages Corporation Limited
                            (Registered No. 2000967)

                        Home Funding Corporation Limited
                            (Registered No. 1967932)

                       Assured Funding Corporation Limited
                            (Registered No. 2102520)
<PAGE>   149

                                   SCHEDULE 12

                 (FORM OF ORIGINATOR DECLARATION OF TRUST)

THIS DECLARATION OF TRUST is made the [      ] day of [      ] 1998 by:

(1)   THE COMPANIES listed in the Annexure hereto (the "Originators" and, each,
      an "Originator")

IN FAVOUR OF:

(2)   MORTGAGE MANAGEMENT LIMITED, incorporated under the Companies Acts in
      England (registered number [     ]) and having its registered office at
      [         ] (the "Company").

NOW THIS DEED WITNESSETH:

1.    Interpretation and definitions

1.1   In this deed, unless the context otherwise requires:

      (a)   words and expressions shall have the same meanings as are
            respectively ascribed to them in an agreement (the "Origination and
            Transfer Agreement") of even date between the Originators and the
            Company;

      (b)   "Trust Property" means:

            (i)   in respect of each Proposed New Loan, prior to the completion
                  of that Proposed New Loan, the relevant Origination Funds; and

            (ii)  in respect of each Loan, all of the Relevant Rights; and

      (c)   "Trust Event" has the meaning ascribed thereto in the Origination
            and Transfer Agreement.

2.    Declaration of Trust

2.1   Each Originator hereby agrees and declares that it will hold upon trust
      for the Company absolutely with effect from each relevant Trust Event the
      relevant Trust Property.

2.2   Each Originator hereby agrees with the Company that it will not assign,
      transfer or otherwise dispose of any Trust Property vested in it other
      than in accordance with the Origination and Transfer Agreement.

3.    Governing Law

      This deed shall be governed by and construed in accordance with English
      law.

IN WITNESS whereof this deed has been executed by each of the Originators for
delivery on the date and year first before written.
<PAGE>   150

                                    ANNEXURE
                              (List of Originators)

                        City Mortgage Corporation Limited
                            (Registered No. 3043776)

                             J&J Securities Limited
                            (Registered No. 1335672)

                       Home Mortgages Corporation Limited
                            (Registered No. 2000967)

                        Home Funding Corporation Limited
                            (Registered No. 1967932)

                       Assured Funding Corporation Limited
                            (Registered No. 2102520)
<PAGE>   151

                                                                  EXECUTION COPY


                      DEBENTURE CREATING A FLOATING CHARGE
                    POSTPONED TO ALL OTHER SECURITY INTERESTS


                                     between


                        CITY MORTGAGE CORPORATION LIMITED
                                (as the Chargor)


                                       and


                         GREENWICH INTERNATIONAL LIMITED
                                (as the Chargee)


                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171-360 3600
                               Fax: 0171-626 7937

THIS DEBENTURE dated           February 1998 is made as a deed
<PAGE>   152

BETWEEN:

(1)   CITY MORTGAGE CORPORATION LIMITED, a company incorporated under the laws
      of England and Wales, (registered number 304377) whose registered office
      is at Harcourt House, 19 Cavendish Square, London, W1A 2AW (the "Chargor")

(2)   GREENWICH INTERNATIONAL, LTD., a company incorporated under the laws of
      Bermuda, whose registered office is at Cedar House, 41 Cedar Avenue,
      Hamilton, Bermuda (the "Chargee").

WHEREAS:-

(A)   The Chargor and the Chargee have entered into the Mortgage Loan Purchase
      Agreement and the Commitment Letter pursuant to which Mortgage Loans may
      be sold by the Chargor and its Originating Subsidiaries to the Chargee.

(B)   The Chargor and CMF have entered into the Origination and Purchase
      Agreement and CMF and the Lender have entered into the Supplemental
      Agreement pursuant to which Mortgage Loans may, in lieu of being sold by
      the Chargor and its Originating Subsidiaries to the Chargee under the
      Mortgage Loan Purchase Agreement and Commitment Letter, be sold by the
      Chargor and its Originating Subsidiaries to CMF and, immediately
      thereafter, by CMF to the Chargee.

(C)   Certain of the Mortgage Loans sold to the Chargee pursuant to the
      foregoing agreements have been subsequently securitised under the
      Securitisations.

(D)   Pursuant to a letter dated 25 February 1998, the Chargee issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Commitment Letter and Mortgage Loan Purchase Agreement.

(E)   The Chargor, CMS and the Chargee have agreed to provide the financing
      arrangements relating to the Existing Mortgage Loans and New Production
      Mortgage Loans and as part of those arrangements the Chargee has agreed to
      make available the Facility to the Borrower on the terms and subject to
      the conditions of the Loan Facility Agreement of even date between the
      Borrower, the Chargor and the Chargee so as to enable the Borrower to
      purchase the Existing Mortgage Loans and to finance the purchase by the
      Borrower of New Production Mortgage Loans.

(F)   The Chargor has agreed to indemnify, the Chargee in accordance with the
      terms of the Indemnity.

(G)   It is a condition precedent to drawings under the Loan Facility Agreement
      that the Chargor execute this deed.

1.    In this Debenture unless expressly defined herein capitalised terms
      defined in the Loan Facility Agreement shall have the same meaning herein
      and the following terms shall


                                       2
<PAGE>   153

      have the respective meanings set forth below:-

      "the CMC Charge" means the charge executed by the Chargor and the Chargee
      of even date creating, inter alia, first fixed security over, inter alia,
      the Securitisation Residuals.

      "the Obligations" means all moneys and liabilities (whether actual or
      contingent) which are now or may be or become due, owing or payable or
      expressed to be due, owing or payable to the Chargee from the Chargor
      under or in connection with the Indemnity or any other Transaction
      Document, together with all legal and other costs, charges and expenses
      which the Chargee may incur in enforcing or obtaining or attempting to
      enforce or obtain payment of such monies and liabilities;

      "the Undertaking" means the whole of the Chargor's undertaking, property
      and assets whatsoever and wheresoever both present and future;

      "Security Interest" means a mortgage or charge (whether fixed or floating)
      and any lien, hypothecation or other security interest of any kind
      whatsoever and howsoever created;

      "Receiver" includes receiver and manager.

2.    (a)   The Chargor, subject to Clause 2(b), with full title guarantee
            hereby charges each and every part of the Undertaking with the
            payment and discharge of the Obligations, to the intent that the
            charge hereby created shall be a floating charge ranking in point of
            security after all Security Interests now or at any time hereafter
            subsisting over the Undertaking or any part thereof.

      (b)   The maximum amount recoverable under this charge from the Chargor is
            (pound)1000 provided that such amount shall only be recoverable
            after every other form of Security Interest granted by the Chargor
            to the Chargee, except this charge, has been exercised and realised.

3.    For the avoidance of doubt, no other Security Interest at any time
      affecting the Undertaking or any part thereof shall rank or come to rank
      in point of security after the floating charge hereby created (nor shall
      any moneys or liabilities thereby secured rank or come to rank after any
      of the Obligations). In particular (a) any fluctuation in, or repayment or
      discharge of, any moneys and liabilities secured by such other Security
      Interest or (b) any advance of money or other event whereby the amount of
      the Obligations is increased or any of the Obligations are incurred shall
      not cause any Security Interest to rank or come to rank in point of
      security after the floating charge hereby created (nor shall any moneys or
      liabilities thereby secured rank or come to rank after any of the
      obligations).

4.    The Chargor shall not be prohibited or restricted by virtue of the
      floating charge hereby created or any provision hereof from (a) creating
      other Security Interests affecting any part of the Undertaking or (b)
      leaving any such other Security Interests outstanding or (c) selling or
      factoring any book debts or other debts PROVIDED THAT the Chargor shall


                                       3
<PAGE>   154

      not be entitled to create or create any other Security Interest or leave
      any such other Security Interest outstanding or sell or factor any book
      debts or other debts if to do so would be contrary to or constitute any
      breach of any provision of the CMC Charge.

5.    If at any time an application to the Court for an administration order in
      relation to the Chargor shall have been made by the Chargor itself by or
      any other person under Part II of the Insolvency Act 1986 (or any
      statutory modification or re-enactment thereof), the Chargee shall be
      entitled by deed or instrument under the hand of any of its managers or
      other officer to appoint one or more individuals as a Receiver of the
      Undertaking or of any part thereof.

6.    A Receiver appointed hereunder shall have all the powers specified in
      Schedule 1 to the Insolvency Act 1986. Two or more individuals holding
      office as Receivers of the same property simultaneously by virtue of one
      or more such appointments shall be entitled to exercise all their powers
      and separately as well as jointly.

7.    All monies received by any Receiver appointed hereunder shall (subject to
      the rights and claims of any person, inclusive of the Chargee, entitled to
      any other Security Interest affecting the Undertaking or any part thereof)
      be applied in the following order: (1) in the payment of the costs,
      charges and expenses of and incidental to the Receiver's appointment and
      the payment of his remuneration; (2) in the payment and discharge of any
      liabilities incurred by the Receiver on the Chargor's behalf in the
      exercise of any of the powers of the Receiver; (3) in providing for the
      matters (other than the remuneration of the Receiver) specified in the
      first three paragraphs of Section 109(8) of the Law of Property Act 1925;
      (4) in or towards payment of any debts or claims which are by statute
      payable in preference to the Obligations but only to the extent to which
      such debts or claims have such preference; (5) in or towards the
      satisfaction of the Obligations; and any surplus shall be paid to the
      Chargor or other person entitled thereto. The provisions of this Clause
      and Clause 9 below shall take effect as and by way of variation and
      extension to the provisions of the said Section 109, which provisions as
      so varied and extended shall be deemed incorporated herein.

8.    Every Receiver so appointed shall be deemed at all times and for all
      purposes to be the agent of the Chargor which shall be solely responsible
      for his acts and defaults and for the payment of his remuneration.

9.    Every Receiver so appointed shall be entitled to remuneration for his
      services at a rate to be fixed by agreement between him and the Chargee
      (or, failing such agreement, to be fixed by the Chargee) as being
      appropriate to the work and responsibilities involved upon the basis of
      charging from time to time adopted in accordance with this current
      practice or the current practice of his firm and without being limited to
      the maximum rate specified in Section 109(6) of the Law of Property Act
      1925.

This Debenture is to be governed by and construed in accordance with English
law.

Signed as a deed by

CITY MORTGAGE CORPORATION LIMITED


                                       4
<PAGE>   155

acting by its duly appointed attorney in
the presence of:-


                                                ......................

Witness:    ..........................

Occupation: ..........................

Address:    ..........................

            ..........................

            ..........................


Signed as a deed by
GREENWICH INTERNATIONAL, LTD.
acting by its duly appointed attorney
in the presence of:-                            .....................


Witness:    ..........................

Occupation: ..........................

Address:    ..........................

            ..........................

            ..........................


                                       5
<PAGE>   156

                                                                  EXECUTION COPY


                             BANK ACCOUNT ASSIGNMENT


                                     between


                           MORTGAGE MANAGEMENT LIMITED

                                   as Assignor


                                       and


                          GREENWICH INTERNATIONAL LTD.

                                   as Assignee


                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171 360 3600
                               Fax: 0171 626 7937
                                  Ref: JCW/PSP
<PAGE>   157

                                Table of Contents


1.    INTERPRETATION.......................................................3

2.    COVENANT TO PAY......................................................5

3.    ASSIGNMENT BY WAY OF SECURITY........................................5

4.    NOTICE OF ASSIGNMENT.................................................6

5.    NOTICE OF REASSIGNMENT...............................................6

6.    REPRESENTATIONS AND WARRANTIES.......................................6

7.    COVENANTS............................................................7

8.    FURTHER ASSURANCES...................................................7

9.    ENFORCEMENT..........................................................8

10.   NEW ACCOUNT..........................................................8

11.   CONTINUING SECURITY..................................................8

12.   OTHER SECURITY.......................................................8

13.   ASSIGNMENT NOT TO BE AFFECTED........................................9

14.   RETENTION OF DEED....................................................9

15.   POWER OF ATTORNEY...................................................10

16.   CERTIFICATE TO BE CONCLUSIVE EVIDENCE...............................10

17.   STAMP DUTY..........................................................10

18.   NOTICES.............................................................11

19.   RIGHTS AND WAIVERS..................................................12

20.   INVALIDITY..........................................................12

21.   ASSIGNMENT..........................................................12

22.   GOVERNING LAW.......................................................12

SCHEDULE 1................................................................13

SCHEDULE 2................................................................14
<PAGE>   158

THIS BANK ACCOUNT ASSIGNMENT dated      February 1998 is made as a deed

BETWEEN

1.    MORTGAGE MANAGEMENT LIMITED, a company incorporated under the laws of
      England and Wales, registered no. 2002263 whose registered office is at
      Harcourt House, 19 Cavendish Square, London W1A 2AW (the "Assignor")

AND

2.    GREENWICH INTERNATIONAL LTD., a company incorporated under the laws of
      Bermuda, registered no. FC 15168 whose registered office is at Cedar
      House, 41 Cedar Avenue, Hamilton, Bermuda (the "Assignee")

WHEREAS:-

(1)   CMC and the Assignee have entered into the Mortgage Loan Purchase
      Agreement and the Commitment Letter pursuant to which Mortgage Loans are
      sold by CMC and its Originating Subsidiaries to the Assignee.

(2)   CMC and CMF have entered into the Origination and Purchase Agreement and
      CMF and the Assignee have entered into the Supplemental Agreement pursuant
      to which Mortgage Loans may, in lieu of being sold by CMC and its
      Originating Subsidiaries to the Assignee under the Mortgage Loan Purchase
      Agreement and Commitment Letter, be sold by CMC and its Originating
      Subsidiaries to CMF and, immediately thereafter, from CMF to the Assignee.

(3)   Certain of the Mortgage Loans sold to the Assignee pursuant to the
      foregoing agreements have been subsequently securitised under the
      Securitisations.

(4)   The Assignor is a wholly owned subsidiary of CMC.

(5)   Pursuant to a letter dated 25 February 1998, the Assignee issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Mortgage Loan Purchase Agreement and the Commitment Letter.

(6)   CMC, CMS and the Assignee have agreed to provide the financing
      arrangements relating to the Existing Mortgage Loans and New Production
      Mortgage Loans and as part of those arrangements, the Assignee has agreed
      to make available the Facility to the Assignor on the terms and subject to
      the conditions of the Loan Facility Agreement so as to enable the Assignor
      to purchase the Existing Mortgage Loans and to finance the purchase by the
      Assignor of New Production Mortgage Loans.

(7)   In order to secure its rights under the Loan Facility Agreement, the
      Assignee has required, among other things that the Assignor assign to it
      under and pursuant to the terms of this deed, the Deposit.


                                       1
<PAGE>   159

NOW THIS DEED WITNESSES as follows:-

1.    INTERPRETATION

1.1   Definitions

      In this deed unless otherwise defined herein, capitalised terms have the
      meaning given to them in the Loan Facility Agreement and the following
      terms have the meanings set forth below:

      "Account" means the Funding Account account number 36140074 of the
      Assignor with the Deposit Bank, and includes any renewal or re-designation
      thereof;

      "Assignment" means the absolute assignment by way of security effected by
      Clause 3 of this deed;

      "Business Day" means a day (other than a Saturday or a Sunday) on which
      banks are open for business in London;

      "CMC" means City Mortgage Corporation Limited, a company incorporated
      under the laws of England and Wales, number 3043776 whose registered
      office is at Harcourt House, 19 Cavendish Square, London W1A 2AW;

      "Commitment Letter" means the letter agreement dated 28 March 1996 between
      CMC and the Assignee;

      "CMF" means City Mortgage Funding 1 Limited, incorporated under the laws
      of England and Wales, number 3299937, whose registered office is at
      Cityscape House, Croxley Business Park, Watford, Hertfordshire WD1 8YF;

      "CMS" means City Mortgage Servicing Limited, incorporated under the laws
      of England and Wales, number 3043775, whose registered office is at
      Harcourt House, 19 Cavendish Square, London W1A 2AW;

      "Deposit" means all sums from time to time standing to the credit of the
      Account, and all entitlements to interest and other Rights from time to
      time accruing to or arising in connection with such sums, and the debt
      represented thereby;

      "Deposit Bank" means National Westminster Bank Plc at its office at 1
      Princes Street, London EC2R 8PB;

      "Facility" means the facility granted by the Assignee to the Assignor
      under and pursuant to the terms of the Loan Facility Agreement for the
      purpose of financing the Existing Mortgage Loans and the New Production
      Mortgage Loans;

      "Indemnity" means the indemnity of even date given by CMC, indemnifying
      the Assignee in respect of losses it suffers in relation to, inter alia,
      the Loan Facility Agreement;


                                       2
<PAGE>   160

      "Loan Facility Agreement" means the agreement dated     February 1998
      between the Assignor, the Assignee and CMC for the provision of the
      Facility;

      "Mortgage Loan Purchase Agreement" means the agreement dated 14 June 1996
      between the Assignee (1) and CMC (2) whereby the Assignee agreed to
      purchase and CMC agreed to sell Mortgage Loans originated by CMC and its
      Approved Affiliates;

      "Origination and Purchase Agreement" means the origination and purchase
      agreement dated 27 March between CMC, CMF and certain Subsidiaries of CMC
      pursuant to which Mortgage Loans are sold by CMC and the Subsidiaries to
      CMF;

      "Proceedings" means any proceeding, suit or action arising out of or in
      connection with this deed;

      "Restructuring Agreement" means the agreement dated 15 January 1998
      between the Assignee and CMC;

      "Rights" means rights, benefits, powers, privileges, authorities,
      discretions and remedies (in each case, of any nature whatsoever);

      "Secured Sums" means all moneys and liabilities (whether actual or
      contingent) which are now or may at any time hereafter be due, owning or
      payable, or expressed to be due, owning or payable, to the Assignee from
      or by the Assignor under or in connection with the Loan Facility
      Agreement, each other Transaction Document or this deed, together with all
      legal and other costs, charges and expenses which the Assignee may incur
      in enforcing or obtaining, or attempting to enforce or obtain, payment of
      any such moneys and liabilities;

      "Security" means (a) a mortgage, Standard Security, assignation in
      security, charge, pledge, lien, execution, diligence or other encumbrance
      securing any obligation of any person, (b) any arrangement under which
      money or claims to, or the benefit of, a bank or other account may be
      applied, set-off or made subject to a combination of accounts so as to
      effect payment of sums owed or payable to any person or (c) any other type
      of preferential arrangement (including title transfer and retention
      arrangements) having a similar effect;

      "Standard Security" means a standard security in terms of the conveyancing
      and Feudal Reform (Scotland) Act 1970;

      "Supplemental Agreement" means the agreement dated 27 March 1997 between
      CMC, CMF, the Assignee and certain Subsidiaries of CMC pursuant to which
      Mortgage Loans purchased by CMF under the Origination and Purchase
      Agreement are sold by CMF to the Assignee;

      "Working Hours" means 9:30 a.m. to 5:30 p.m. on a Business Day.

1.2   References and construction

      (1)   In this deed, unless otherwise specified:-


                                       3
<PAGE>   161

            (1)   references to clauses and schedules are to clauses of and
                  schedules to this deed;

            (2)   headings to clauses are for convenience only and are to be
                  ignored in construing this deed;

            (3)   references to a "person" are to be construed so as to include
                  any individual, firm, company, government, state or agency of
                  a state, local or municipal authority, or any joint venture,
                  association or partnership (whether or not having separate
                  legal personality);

            (4)   references to a "company" are to be construed so as to include
                  any company, corporation or other body corporate, wherever and
                  however incorporated or established;

            (5)   references to any statute or statutory provision are to be
                  construed as a reference to the same as it may have been, or
                  may from time to time be, amended, modified or re-enacted, and
                  include references to all bye-laws, instruments, orders and
                  regulations for the time being made thereunder or deriving
                  validity therefrom; and

            (6)   references to times of the day are to London time.

      (2)   Except to the extent that the context otherwise requires, any
            reference in this deed to "this deed" or any other deed, agreement
            or instrument is a reference to this deed or, as the case may be,
            the relevant deed, agreement or instrument as amended, supplemented,
            replaced or novated from time to time and includes a reference to
            any document which amends, supplements, replaces, novates or is
            entered into, made or given pursuant to or in accordance with any of
            the terms of this deed or, as the case may be, the relevant deed,
            agreement or instrument.

2. COVENANT TO PAY

The Assignor covenants with the Assignee to pay and discharge all Secured Sums
at the time or times when, and in the currency or currencies in which, the same
are expressed to be payable under the relevant Transaction Documents.

3. ASSIGNMENT BY WAY OF SECURITY

The Assignor, as continuing security for the payment and discharge of all
Secured Sums, assigns to the Assignee absolutely all its Rights, title and
interest in and to the Deposit, PROVIDED THAT if all Secured Sums have been paid
or discharged in full and the Loan Facility Agreement and all other relevant
Transaction Documents have been terminated the Assignee shall, subject as
provided in this deed and to the Rights of any person for the time being
entitled thereto in priority to the Assignor, at the request and cost of the
Assignor reassign to the Assignor so much of the Deposit as has not been applied
by the Assignee in or towards satisfaction of the Secured Sums.


                                       4
<PAGE>   162

4. NOTICE OF ASSIGNMENT

The Assignor shall immediately upon execution of this deed give the Deposit Bank
a notice of assignment substantially in the form of Schedule 1 hereto and shall
procure that the Deposit Bank shall give the Assignee a letter in the form of
Schedule 2 hereto.

5. NOTICE OF REASSIGNMENT

Upon effecting a reassignment pursuant to Clause 3, the Assignee shall deliver
to the Deposit Bank a notice of such reassignment in terms substantially similar
to the form set out in Schedule 1 hereto.

6. REPRESENTATIONS AND WARRANTIES

The Assignor hereby represents, warrants, covenants and undertakes to the
Assignee that:-

      (1)   it is a limited liability company duly incorporated under the laws
            of England and Wales and is duly authorised and qualified to
            transact any and all business contemplated by this deed to be
            conducted by it and it is in compliance with such laws to the extent
            necessary to ensure its ability to enforce its Rights.

      (2)   it has the full corporate power and authority to execute, deliver
            and perform, and to enter into and consummate the transactions
            contemplated by this deed and has duly authorised by all necessary
            corporate action on its part the execution, delivery and performance
            of this deed; and this deed, assuming the due authorisation,
            execution and delivery thereof by the Assignor, constitutes its
            legal, valid and binding obligation, enforceable against it in
            accordance with its respective terms and the Assignment constitutes
            a security interest over the Deposit ranking in priority to the
            interests of any liquidator, administrator or creditor of the
            Assignor;

      (3)   its execution and delivery of this deed, the consummation of any
            other of the transactions herein contemplated on its part and the
            fulfilment of or compliance with the terms hereof or thereof will
            not (i) result in a material breach of any term or provision of its
            Memorandum and Articles of Association and/or its other
            constitutional documents or (ii) materially conflict with, result in
            a material breach, violation or acceleration of, or result in a
            material default under, the terms of any other material agreement or
            instrument to which it is a party or by which it may be bound, or
            any statute, order or regulation applicable to it of any court,
            regulatory body, administrative agency or governmental body having
            jurisdiction over it;

      (4)   it is not party to, bound by, or in breach or violation of any
            material indenture or other material agreement or instrument, or
            subject to or in violation of any statute, order or regulation of
            any court, regulatory body, administrative agency or governmental
            body having jurisdiction over it, which materially and adversely
            affects or, to its knowledge, would in the future materially and
            adversely affect, (i) its ability to perform its obligations under
            this deed or (ii) its business, operations, financial condition,
            properties or assets taken as a whole;


                                       5
<PAGE>   163

      (5)   no consent, approval, authorisation or order of any court or
            governmental agency or body is required for the execution, delivery
            and performance by it of, or compliance by it with, this deed or the
            consummation of the transactions contemplated hereby, or if any such
            consent, approval, authorisation or order is required, it has
            obtained or in the process of obtaining the same;

      (6)   it is the legal and beneficial owner of the Deposit and no Security
            (other than as created by this deed) exists on, over or with respect
            to the Deposit or any part thereof;

      (7)   it has not sold, transferred, assigned, charged or otherwise
            disposed of or dealt with its Rights, title and interest in and to
            the Account or the Deposit or any part thereof, or agreed to do any
            of the foregoing (otherwise than pursuant to this deed).

7. COVENANTS

The Assignor undertakes with the Assignee that from and after the date hereof
and until all Secured Sums have been repaid in full:

      (1)   the Assignor shall obtain, comply with the terms of and do all that
            is necessary to maintain in full force and effect all
            authorisations, approvals, licences and consents required in or by
            the laws and regulations of England and of Scotland to enable it
            lawfully to enter into and perform its obligations under this deed
            and to ensure the legality, validity, enforceability or
            admissibility in evidence in England and of Scotland of this deed
            and shall ensure that none of the foregoing are revoked or modified;

      (2)   the Assignor shall not create, attempt to create or permit to
            subsist any Security (other than the Assignment) on, over or with
            respect to the Deposit or any part thereof;

      (3)   the Assignor shall not sell, transfer, assign, close or otherwise
            dispose of or deal with its Rights, title and interest in and to the
            Account or the Deposit or any part thereof, or agree to do any of
            the foregoing (otherwise than pursuant to this deed);

      (4)   the Assignor shall ensure that the Assignment will at all times
            constitute a legally valid and binding security interest over the
            Deposit ranking in priority to the interests of any liquidator,
            administrator or creditor of the Assignor.

8. FURTHER ASSURANCES

The Assignor shall, at its own cost, promptly execute and do all such
assurances, acts and things in such form as the Assignee may from time to time
reasonably require:

8.1   for perfecting, preserving or protecting the Assignment or the priority of
      the Assignment; and


                                       6
<PAGE>   164

8.2   for facilitating the application of the Deposit or the exercise of any
      other Rights vested in the Assignee.

9. ENFORCEMENT

9.1   Application of Deposit

      Upon (and at any time after) the occurrence of an Event of Default which
      is subsisting, unremedied (to the satisfaction of the Assignee) or
      unwaived, the Assignee shall be entitled, and is hereby irrevocably and
      unconditionally authorised, without giving prior notice to the Assignor or
      obtaining the consent of the Assignor but at the cost of the Assignor, to
      apply the whole or any part of the Deposit in or towards satisfaction of
      the Secured Sums or any part thereof.

9.2   Fixed period

      Clause 9.1 shall apply notwithstanding that the Deposit or any part of it
      may have been made or deposited for a fixed period and that period may not
      have expired.

9.3   Section 93 Law of Property Act 1925

      Section 93 of the Law of Property Act 1925 shall not apply to this deed.

10. NEW ACCOUNT

At any time following (i) the Assignee receiving notice (either actual or
constructive) of any subsequent Security affecting the Deposit or (ii) the
occurrence of any Event of Default under Clause 17 of the Loan Facility
Agreement in relation to the Assignor, the Assignee may open a new account in
the name of the Assignor (whether or not it permits any existing account to
continue). If the Assignee does not open such a new account, it shall
nevertheless be treated as if it had done so at the time when the notice was
received or was deemed to have been received or, as the case may be, the Event
of Default occurred, unless the Assignor elects otherwise. Thereafter, all
payments made by the Assignor to the Assignee or received by the Assignee for
the account of the Assignor shall be credited or treated as having been credited
to the new account and shall not operate to reduce the amount secured by this
deed at the time when the Assignee received or was deemed to have received such
notice or, as the case may be, the Event of Default occurred.

11. CONTINUING SECURITY

The Assignment shall be a continuing security for the Secured Sums and shall not
be satisfied, discharged or affected by any intermediate payment or settlement
of account (whether or not any Secured Sums remain outstanding thereafter) or
any other matter or thing whatsoever provided that if all secured sums have been
paid or discharged in full then, the Assignee shall at the request and cost of
the Assignor execute such deeds and so all such thing to reassign the Deposit to
the Assignor.

12. OTHER SECURITY


                                       7
<PAGE>   165

The Assignment shall be in addition to and shall not prejudice nor be prejudiced
by any other Security or any guarantee or indemnity or other document which the
Assignee may at any time hold for the payment of the Secured Sums.

13. ASSIGNMENT NOT TO BE AFFECTED

Without prejudice to Clauses 11 and 12, neither the Assignment nor the liability
of the Assignor for the Secured Sums shall be prejudiced or affected by:-

13.1  any variation or amendment of, or waiver or release granted under or in
      connection with, any other Security or any guarantee or indemnity or other
      document; or

13.2  time being given, or any other indulgence or concession being granted, by
      the Assignee to the Assignor or any other person; or

13.3  the taking, holding, failure to take or hold, varying, realisation,
      non-enforcement, non-perfection or release by the Assignor or any other
      person of any other Security or any guarantee or indemnity or other
      document; or

13.4  the occurrence of any Event of Default in relation to the Assignor or any
      other person; or

13.5  any change in the constitution of the Assignor; or

13.6  any amalgamation, merger or reconstruction that may be effected by the
      Assignee with any other person or any sale or transfer of the whole or any
      part of the undertaking, property and assets of the Assignee to any other
      person; or

13.7  the existence of any claim, set-off or other right which the Assignor may
      have at any time against the Assignee or any other person; or

13.8  the making or absence of any demand for payment of any Secured Sums on the
      Assignor or any other person, whether by the Assignee or any other person;
      or

13.9  any arrangement or compromise entered into by the Assignee with the
      Assignor or any other person; or

13.10 any other thing done or omitted or neglected to be done by the Assignee or
      any other person or any other dealing, fact, matter or thing which but for
      this provision, might operate to prejudice or affect the liability of the
      Assignor for the Secured Sums.

14.   RETENTION OF DEED

14.1  Retention of deed

      If the Assignor requests the Assignee to reassign the Deposit to the
      Assignor following any payment or discharge made in relation to the
      Secured Sums by a person other than the Assignor (a "Relevant
      Transaction"), the Assignee shall be entitled to retain this deed and
      shall not be obliged to reassign the Deposit until the expiry of the
      Retention

                                       8
<PAGE>   166

      Period in relation to that Relevant Transaction. If at any time before the
      expiry of that Retention Period the insolvency, winding up, liquidation,
      administration or occurrence of any analogous event in respect of such
      other person shall have commenced, the Assignee may continue to retain
      this deed and shall not be obliged to reassign the Deposit for such
      further period as the Assignee may determine.

14.2  Retention Period

      For the purpose of Clause 14.1, "Retention Period" means, in relation to
      any Relevant Transaction, the period which commences on the date when that
      Relevant Transaction was made or given, and which ends on the date falling
      one month after the expiration of the maximum period within which that
      Relevant Transaction can be avoided, reduced or invalidated by virtue of
      any applicable law.

15. POWER OF ATTORNEY

15.1  Appointment

      The Assignor appoints, irrevocably and by way of security, the Assignee
      and any person nominated in writing by the Assignee as attorney of the
      Assignor severally to be the attorney of the Assignor (with full powers of
      substitution and delegation), on its behalf and in its name or otherwise,
      at such time and in such manner as the attorney may think fit:-

      (1)   to do anything which the Assignor is or may be obliged to do (but
            has not done) under this deed; and

      (2)   generally to exercise all or any of the Rights conferred on the
            Assignee in relation to the Account and the Deposit or under or in
            connection with this deed or the Law of Property Act 1925.

15.2  Ratification

      The Assignor covenants to ratify and confirm whatever any attorney shall
      do or purport to do in the exercise or purported exercise of the power of
      attorney in Clause 15.1.

16. CERTIFICATE TO BE CONCLUSIVE EVIDENCE

For all purposes, including any Proceedings, a copy of a certificate signed by
an officer of the Assignee as to the amount of any indebtedness comprised in the
Secured Sums for the time being shall, in the absence of manifest error, be
conclusive evidence against the Assignor as to the amount thereof.

17. STAMP DUTY

The Assignor shall pay promptly, and in any event before any penalty becomes
payable, all stamp, documentary and similar taxes, if any, payable in connection
with the entry into, performance, enforcement or admissibility in evidence of
this deed or any other document


                                       9
<PAGE>   167

referred to in this deed, and shall indemnify the Assignee against any liability
with respect to, or resulting from any delay in paying or omission to pay, any
such tax.

18.   NOTICES

18.1  Addresses

      Any notice or other communication or document to be made or delivered
      under this Agreement shall be made or delivered by fax or otherwise in
      writing. Each notice, communication or other document to be delivered to
      any party to this Agreement shall (unless that other person has by fifteen
      days' written notice to the other party specified another address or fax
      number) be made or delivered to that person at the address(es) or fax
      number (if any) set out below:-

      (a)   in the case of the Assignee to their branch office in the United
            Kingdom, facsimile number: 0171 375 5510, attention Jeff Beckwith
            with a simultaneous copy to the office of the General Counsel,
            located at 600 Steamboat Road, Greenwich, Connecticut 06830, USA
            facsimile number: 001 203 629 4571, attention General Counsel;

      (b)   in the case of the Assignor, to its office at Cityscape House,
            Croxley Business Park, Watford, Hertfordshire WD1 8YF, facsimile
            number: 01923 426 823, attention Company Secretary.

18.2  Deemed Delivery

      Any notice, communication or document to be delivered to any person shall
      be deemed to have been delivered:-

            (1)   in the case of personal delivery, at the time of such
                  delivery;

            (2)   in the case of delivery by post, on the business day following
                  the day on which it was posted and in proving such delivery it
                  shall be sufficient to prove that the relevant notice,
                  communication or document was properly addressed, stamped and
                  posted (by airmail, if to another country) in the United
                  Kingdom or, in the case of service to or from an address
                  outside the United Kingdom at 9.00 a.m. on the fourth day
                  following the day on which it was posted;

            (3)   in the case of any notice or other communication by fax, (a)
                  on the business day the same was transmitted so long as there
                  is evidence that such fax message was received prior to 5.00
                  p.m. local time of the recipient on such day and such day is a
                  business day for the recipient, otherwise (b) on the business
                  day following the day on which it was transmitted and, in
                  either case, in proving such delivery it shall be sufficient
                  to prove that the whole of the fax message was received on any
                  fax machine of the recipient and that there was no evidence
                  that such transmission had been interrupted.


                                       10
<PAGE>   168

19. RIGHTS AND WAIVERS

19.1  Delay

      No delay or omission on the part of the Assignee in exercising any Right
      provided by law or under this deed shall impair such Right or operate as a
      waiver thereof or of any other right.

19.2  Single or partial exercise

      The single or partial exercise by the Assignee of any Right provided by
      law or under this deed shall not preclude any other or further exercise
      thereof or the exercise of any other Right.

19.3  Rights to be cumulative

      The Rights provided in this deed are cumulative with, and not exclusive
      of, any Rights provided by law.

20. INVALIDITY

If at any time any provision of this deed is or becomes illegal, invalid or
unenforceable in any respect under the law of any jurisdiction, neither:-

20.1  the legality, validity or enforceability in that jurisdiction of any other
      provision of this deed; nor

20.2  the legality, validity or enforceability under the law of any other
      jurisdiction of that or any other provision of this deed, shall be
      affected or impaired.

21. ASSIGNMENT

The Assignee may at any time, without the consent of the Assignor, assign or
transfer the whole or, as the case may be, any part of the Assignee's Rights
under this deed and/or in respect of the Deposit to any person to whom the whole
or any part of the Assignee's Rights under the Loan Facility Agreement shall be
assigned or transferred.

22. GOVERNING LAW

This deed shall be governed by and construed in accordance with English law.

IN WITNESS WHEREOF the Assignor and the Assignee have executed this document as
a deed the day and year first before written.


                                       11
<PAGE>   169

                                   SCHEDULE 1

                           [On letterhead of Assignor]


To:   [Deposit Bank]
      [Address]


                                                                          [Date]



Dear Sirs,

We refer to our account (number [          ] designated "     ")
(the "Account") with you.

We give you notice that we have assigned to Greenwich International, Ltd. (the
"Assignee") all our rights, title and interest in and to all sums from time to
time standing to the credit of the Account, and all entitlements to interest and
other rights from time to time accruing to or arising in connection with such
sums, and the debt represented thereby (the "Deposit").

We request that you acknowledge that you now shall act in relation to the
Deposit and the Account in accordance with the Assignee's instructions only to
the exclusion of us until such time as the Assignee notifies you in writing that
the Deposit has been re-assigned to us. The names and specimen signatures of the
persons authorised to operate the Accounts shall be notified to you in writing
by the Assignee. This letter varies the signing instructions of any and all
mandates which we have issued to you ("the Mandates") in connection with the
Account.

We confirm that as soon as the Assignee notifies us in writing of the
re-assignment of the Deposit to you, you may operate the Account in accordance
with the signing instructions set out in the Mandate.

This letter shall be governed by and construed in accordance with English law.

Would you please acknowledge receipt of this letter by sending a letter
addressed to the Assignee and copied to us in the form set out in the attached
draft.

                                Yours faithfully,



                           Mortgage Management Limited


                                       12
<PAGE>   170

                                   SCHEDULE 2

                         [On letterhead of Deposit Bank]


To:   [Greenwich International, Ltd.]
      [Address]

With a copy to:   [Assignor]
                  [Address]                                           [Date]



Dear Sirs,

We acknowledge receipt of a letter dated [          ] addressed to us by City
Mortgage Corporation Limited (the "Assignor") (of which the attached is a copy).
The expressions defined in that letter shall have the same respective meanings
in this letter.

We confirm that until the Assignee gives us notice in writing that the Deposit
has been re-assigned to the Assignee (the "Notice of Re-assignment") we shall
act in relation to the Deposit and the Account in accordance with the Assignee's
instructions to the exclusion of the Assignor and we represent and undertake to
the Assignee that:-

(a)   no mortgage, fixed or floating charge, encumbrance or assignment by way of
      security, or any agreement or arrangement having substantially the same
      economic effect or financial effect as any of the foregoing (including any
      "hold back" or "flawed asset" arrangement), exists in our favour on, over
      or with respect to the Account or the Deposit or any part thereof;

(b)   no rights of counter-claim, rights of set-off or combination of accounts
      or any other enquiries whatsoever have arisen in our favour against the
      Assignor in respect of the Account or the Deposit or any part thereof, and
      until we receive the Notice of Re-assignment we shall not assert or seek
      to exercise any such rights or equities; and

(c)   we have not, as at the date hereof, received any notice that any third
      party has or will have any right or interest whatsoever in, or has made or
      will be making any claim or demand or taking any action whatsoever
      against, the Account or the Deposit or any part thereof.

By entering into this acknowledgement, we do not make any representations as to
the enforceability or validity of the assignment of the Deposit by the Assignor
to the Assignee. The Assignee shall indemnify us against any losses, damages,
costs and liabilities which we may incur in connection with this acknowledgement
including, without limitation:

(i)   the notice dated [        ] addressed to us by City Mortgage Corporation
      Limited;

(ii)  the assignment of the Deposit by the Assignor to the Assignee; and

(iii) the operation of the Account in accordance with the Assignee's
      instructions.


                                       13
<PAGE>   171

                                Yours faithfully,



                             [Name of Deposit Bank]




We confirm and agree to the terms of this letter.



 ...............................
Greenwich International Ltd.


                                       14
<PAGE>   172

Signed as a deed by
MORTGAGE MANAGEMENT LIMITED
acting by its duly appointed attorney
in the presence of:-


                                               .....................

Witness:    .........................

Occupation: .........................

Address:    .........................

            .........................

            .........................



Signed as a deed by
GREENWICH INTERNATIONAL, LTD.
acting by its duly appointed attorney

                                               .....................
in the presence of:

Witness:    .........................

Occupation: .........................

Address:    .........................

            .........................

            .........................
<PAGE>   173

                                                                  EXECUTION COPY

                                CHARGE OF SHARES

                                     between

                        CITY MORTGAGE CORPORATION LIMITED

                                       and

                         GREENWICH INTERNATIONAL LIMITED

                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171-360 3600
                               Fax: 0171-626 7937

                                   Ref: JCW/RA
<PAGE>   174

                                    CONTENTS

Clause                                                             Page No.
------                                                             --------

1.  INTERPRETATION........................................................2

2.  COVENANT TO PAY.......................................................4

3.  CHARGE................................................................4

4.  OTHER SECURITY........................................................4

5.  COVENANT TO DEPOSIT AND FURTHER ASSURANCES............................4

6.  REPRESENTATION AND WARRANTIES ........................................5

7.  COVENANTS.............................................................6

8.  CHARGOR'S RIGHTS BEFORE ENFORCEMENT...................................7

9.  ENFORCEMENT OF SECURITY...............................................8

10. DEALINGS WITH CHARGED PROPERTY ON ENFORCEMENT.........................8

11. APPLICATION OF PROCEEDS...............................................9

12. GENERAL RIGHTS OF THE LENDER..........................................9

13. LIABILITY OF LENDER, DELEGATES AND NOMINEES..........................10

14. PROTECTION OF THIRD PARTIES..........................................11

15. CONTINUING SECURITY..................................................11

16. OTHER SECURITY.......................................................12

17. CHARGE NOT TO BE AFFECTED............................................12

18. RELEASE OF CHARGED PROPERTY..........................................13

19. POWER OF ATTORNEY....................................................13

20. WAIVERS; REMEDIES CUMULATIVE.........................................14

21. COSTS AND EXPENSES...................................................14
<PAGE>   175

22. MISCELLANEOUS........................................................14

23. NOTICES AND RECEIPTS.................................................15

24. GOVERNING LAW AND JURISDICTION.......................................16

SCHEDULE 1 [The Original Shares].........................................18
<PAGE>   176

THIS CHARGE OF SHARES is made as a deed on February 1998 BETWEEN:

(1)   CITY MORTGAGE CORPORATION LIMITED a company incorporated under the laws of
      England and Wales registered number 3043776 whose registered office is at
      19 Cavendish Square, London W1A 2AW (the "Chargor"); and

(2)   GREENWICH INTERNATIONAL, LTD. a company incorporated under the laws of
      Bermuda, whose registered office is at Cedar House, 41 Cedar Avenue,
      Hamilton, HM12 Bermuda (the "Lender").

WHEREAS:

(A)   The Chargor and the Lender have entered into the Mortgage Loan Purchase
      Agreement and the Commitment Letter pursuant to which Mortgage Loans may
      be sold by the Chargor and its Originating Subsidiaries to the Lender.

(B)   The Chargor and CMF have entered into the Origination and Purchase
      Agreement and CMF and the Lender have entered into the Supplemental
      Agreement pursuant to which Mortgage Loans may, in lieu of being sold by
      the Chargor and its Originating Subsidiaries to the Lender under the
      Mortgage Loan Purchase Agreement and Commitment Letter, be sold by the
      Chargor and its Originating Subsidiaries to CMF and, immediately
      thereafter, by CMF to the Lender.

(C)   Mortgage Loans originated by Originating Subsidiaries and by third parties
      (subsequently sold to the Chargor) have, from time to time, been sold by
      the Chargor or such Originating Subsidiaries to the Lender pursuant to the
      Sale and Purchase Agreements.

(D)   Certain of the Mortgage Loans sold to the Lender pursuant to the foregoing
      agreements have been subsequently securitised under the Securitisations.

(E)   The Borrower is a wholly owned subsidiary of the Chargor.

(F)   Pursuant to a letter dated 25 February 1998, the Lender issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Commitment Letter and the Mortgage Loan Purchase Agreement.

(G)   The Chargor, CMS and the Lender have agreed to provide the financing
      arrangements relating to the Existing Mortgage Loans and New Production
      Mortgage Loans and as part of those arrangements the Lender has agreed to
      make available the Facility to the Borrower on the terms and subject to
      the conditions of the Loan Facility Agreement of even date between the
      Lender, the Borrower and the Chargor so as to enable the Borrower to
      purchase the Existing Mortgage Loans and to finance the purchase by the
      Borrower of New Production Mortgage Loans.

(H)   The Chargor has agreed to indemnify the Lender in respect of the all
      obligations of the Borrower under the Loan Facility Agreement and the
      other Transaction Documents pursuant to the Indemnity.
<PAGE>   177

It is a condition precedent to drawings under the Loan Facility Agreement that
the Chargor shall have entered into this deed.

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   In this charge (including the recitals) the following terms shall have the
      respective meanings set out below and all other capitalised terms shall
      have the meaning ascribed to them in the Loan Facility Agreement:

      "Borrower" means Mortgage Management Limited.

      "Business Day" means a day (other than a Saturday or Sunday) on which
      banks are open for business in London.

      "Charge" means all or any of the Security created, or which may at any
      time be created, by or pursuant to this deed.

      "Charged Property" means the Original Shares, any Further Shares, any
      Derived Assets and any Dividends.

      "CMS" means City Mortgage Servicing Limited.

      "Debenture" means the debenture of even date hereto entered into between
      (1) the Chargor, (2) the Lender and (3) CMC.

      "Derived Assets" means all shares, rights or property of a capital nature
      which accrue or are offered, issued or paid at any time (by way of bonus,
      rights, redemption, conversion, exchange, substitution, consolidation,
      subdivision, preference, warrant, option, purchase or otherwise) in
      respect of:-

      (a)   the Original Shares; or

      (b)   any Further Shares; or

      (c)   any Shares, rights or other property previously accruing, offered,
            issued or paid as mentioned in this definition.

      "Dividends" means all dividends, interest and other income paid or payable
      in respect of the Original Shares, any Further Shares or any Derived
      Assets.

      "Event of Default" means any of the events set out in clause 17 of the
      Loan Facility Agreement.


                                       2
<PAGE>   178

      "Further Shares" means all Shares (other than the Original Shares and any
      Shares comprised in any Derived Assets) which the Chargor and the Lender
      may at any time agree shall be subject to the Charge.

      "LPA" means Law of Property Act 1925.

      "Original Shares" means the Shares listed in Schedule 1.

      "Rights" means rights, benefits, powers, privileges, authorities,
      discretions and remedies (in each case, of any nature whatsoever).

      "Secured Liabilities" means all moneys and liabilities (whether actual or
      contingent) which are now or may be or become due, owing or payable or
      expressed to be due, owing or payable to the Lender from the Chargor under
      or in connection with the Indemnity or any other Transaction Document,
      together with all legal and other costs, charges and expenses which the
      Lender may incur in enforcing or obtaining or attempting to enforce or
      obtain payment of such moneys and liabilities.

      "Security" includes any charge, fixed or floating charge, encumbrance,
      lien, pledge, hypothecation, assignment by way of security, or title
      retention arrangement (other than in respect of goods purchased in the
      ordinary course of trading), and any agreement or arrangement having
      substantially the same economic or financial effect as any of the
      foregoing (including any "hold back" or "flawed asset" arrangement).

      "Shares" means stocks, shares and other securities of any kind.

      "Subsidiary" and "Subsidiary Undertaking" have the meanings respectively
      given to them for the purposes of the UK Companies Act 1985.

1.2   Any reference, express or implied, to an enactment includes references to:

      (1)   that enactment as amended, extended or applied by or under any other
            enactment before or after this agreement;

      (2)   any enactment which that enactment re-enacts (with or without
            modification); and

      (3)   any subordinate legislation made (before or after this agreement)
            under any enactment, including one within (a) or (b).

1.3   A person shall be deemed to be connected with another if that person is
      connected with another within the meaning of section 839 of the Taxes Act
      1988.

1.4   Subclauses (1) to (3) above apply unless the contrary intention appears.

1.5   The headings in this charge do not affect its interpretation.


                                       3
<PAGE>   179

1.6   Any reference to a document is a reference to that document as amended,
      novated or supplemented.

1.7   References to clauses and schedules are to clauses of and schedules to
      this Deed.

1.8   References to a "person" are to be construed so as to include any
      individual, firm, company, government, state or agency of a State, local
      or municipal authority, or any joint venture, association or partnership
      (whether or not having separate legal personality).

1.9   References to a "company" are to be construed so as to include any
      company, corporation or other body corporate, wherever and however
      incorporated or established.

2.    COVENANT TO PAY

      The Chargor covenants with the Lender to pay and discharge all of the
      Secured Liabilities at the time or times when, and in the currency or
      currencies in which, the same are expressed to be payable under the
      Indemnity or, as the case may be, any of the Transaction Documents.

3.    CHARGE

      The Chargor, as continuing security for the payment and discharge of all
      Secured Liabilities, charges all its Rights, title and interest in and to
      the Charged Property by way of first fixed charge in favour of the Lender.

4.    OTHER SECURITY

      The Charge shall be in addition to and shall not be prejudiced by any
      other security or any guarantee or indemnity or other document which the
      Lender may at any time hold for the payment of the Secured Liabilities.

5.    COVENANT TO DEPOSIT AND FURTHER ASSURANCES

5.1   Original Shares and Further Shares

      The Chargor shall, immediately after the execution of this deed in the
      case of the Original Shares, and within two Business Days of each
      occasion, if any, on which the Lender and the Chargor agree that any
      Shares shall become Further Shares, deposit with the Lender:-

      (1)   all share certificates, documents of title and other documentary
            evidence of ownership in relation to such Shares; and

      (2)   transfers of such Shares duly executed (but undated) by the Chargor
            or its nominee with the name of the transferee left blank or, if the
            Lender so requires, duly executed by the Chargor or its nominee in
            favour of the Lender (or the


                                       4
<PAGE>   180

      Lender's nominee) and stamped, and such other documents as the Lender may
      require to enable the Lender (or the Lender's nominee) or, after the
      occurrence of an Event of Default, any purchaser to be registered as the
      owner of, or otherwise to obtain legal title to, such Shares.

5.2   Derived Assets

      The Chargor shall, within two Business Days of the accrual, offer, issue
      or payment of any Derived Assets, deliver or pay to the Lender or procure
      the delivery or payment to the Lender of:

      (1)   all such Derived Assets or the share certificates, renounceable
            certificates, letters of allotment, documents of title and other
            documentary evidence of ownership in relation to them; and

      (2)   transfers of any Shares comprised in such Derived Assets duly
            executed (but undated) by the Chargor or its nominee with the name
            of the transferee left blank, or if the Lender so requires, duly
            executed by the Chargor or its nominee in favour of the Lender (or
            the Lender's nominee) and stamped, and such other documents as the
            Lender may require to enable the Lender (or the Lender's nominee)
            or, after the occurrence of an Event of Default, any purchaser to be
            registered as the owner of, or otherwise to obtain legal title to,
            the Shares comprised in such Derived Assets.

5.3   Further Assurances

      In addition to and without prejudice to anything else contained in this
      deed, the Chargor shall, at its own cost, promptly execute and do all such
      deeds, instruments, transfers, renunciations, proxies, notices, documents,
      assurances, acts and things in such form as the Lender may from time to
      time require:-

      (1)   for perfecting, preserving or protecting the Charge or the priority
            of the Charge; and

      (2)   for facilitating the realisation of the Charge or the exercise of
            any Rights vested in the Lender.

6.    REPRESENTATION AND WARRANTIES REPRESENTATION AND WARRANTIES AND WARRANTIES

      The Chargor represents and warrants to the Lender that:-

      (1)   it is the sole beneficial owner of the Charged Property;

      (2)   no Security (other than the Charge) exists on, over or with respect
            to any of the Charged Property;


                                       5
<PAGE>   181

      (3)   it has not sold, transferred, lent, assigned, parted with its
            interest in, disposed of, granted any option in respect of or
            otherwise dealt with any of its Rights, title and interest in and to
            the Charged Property, or agreed to do any of the foregoing
            (otherwise than pursuant to this deed);

      (4)   the Original Shares, any Further Shares and any Shares comprised in
            any Derived Assets are fully paid and there are no moneys or
            liabilities outstanding in respect of any of the Charged Property;

      (5)   the Original Shares, any Further Shares and any Shares comprised in
            any Derived Assets have been duly authorised and validly issued and
            are free from any restrictions on transfer or rights of pre-emption;

      (6)   it has the power to enter into, and perform and comply with its
            obligations under, this deed, and to create the Charge;

      (7)   all actions, conditions and things required to be taken, fulfilled
            and done (including the obtaining of any necessary consents) in
            order to (i) enable it lawfully to enter into, and perform and
            comply with its obligations under, this deed, (ii) ensure that those
            obligations are valid, legal, binding and enforceable, (iii) permit
            the creation of the Charge and ensure that (subject to all necessary
            registrations thereof being made) the Charge is a valid, legal,
            binding and enforceable first fixed security interest over the
            Charged Property ranking in priority to the interests of any
            liquidator, administrator or creditor of the Chargor, and (iv) make
            this deed admissible in evidence in the courts of England, have been
            taken, fulfilled and done;

      (8)   the obligations of the Chargor under this deed and (subject to all
            necessary registrations thereof being made) the Charge is and will
            be until fully discharged valid, legal, binding and enforceable and
            the Charge constitutes a first fixed charge over the Charged
            Property ranking in priority to the interests of any liquidator,
            administrator or creditor of the Chargor; and

      (9)   each of the above representations and warranties will be correct and
            complied with in all respects at all times during the continuance of
            the Charge as if repeated then by reference to the then existing
            circumstances.

7.    COVENANTS

      The Chargor shall:-

      (1)   not create, attempt to create or permit to subsist any Security
            (other than the Charge) on, over or with respect to any of the
            Charged Property;

      (2)   not sell, transfer, lend, assign, part with its interest in, dispose
            of, grant any option in respect of or otherwise deal with any of its
            Rights, title and interest in and to


                                       6
<PAGE>   182

            the Charged Property, or agree to do any of the foregoing (otherwise
            than pursuant to this deed);

      (3)   not take or omit to take any action which act or omission could
            adversely affect or diminish the value of any of the Charged
            Property;

      (4)   ensure that there are no moneys or liabilities outstanding in
            respect of any of the Charged Property;

      (5)   ensure that the Original Shares, any Further Shares and any Shares
            comprised in any Derived Assets are free from any restriction on
            transfer or rights of pre-emption;

      (6)   take all action within its powers to procure, maintain in effect and
            comply with all the terms and conditions of all approvals,
            authorisations, consents and registrations necessary or appropriate
            for anything provided for on its part in this deed;

      (7)   ensure that the Charge will at all times be a legally valid and
            binding first fixed charge over the Charged property ranking in
            priority to the interests of any liquidator, administrator or
            creditor of the Chargor;

      (8)   without prejudice to Clause 6(d), punctually pay all calls,
            subscription moneys and other moneys payable on or in respect of any
            of the Charged Property and indemnify and keep indemnified the
            Lender (and the Lender's nominees) against any cost, liabilities or
            expenses which it or they may suffer or incur as a result of any
            failure by the Chargor to pay the same;

      (9)   deliver to the Lender a copy of every circular, notice, report, set
            of accounts or other document received by the Chargor in respect of
            or in connection with any of the Charged Property forthwith upon
            receipt by the Chargor of such document; and

      (10)  promptly deliver to the Lender all such information concerning the
            Charged Property as the Lender may reasonably request from time to
            time.

8.    CHARGOR'S RIGHTS BEFORE ENFORCEMENT

      Until the Charge shall become enforceable, the Chargor shall be entitled
      to:-

      (1)   receive all dividends, interest and income from the Charged Assets;
            and

      (2)   exercise any voting right attached to any of the Charged Assets but
            only in a manner consistent with the terms of the Charge and all
            other Transaction Documents.


                                       7
<PAGE>   183

9.    ENFORCEMENT OF SECURITY

9.1   Upon (and at any time after) the occurrence of an Event of Default which
      is subsisting, unremedied (to the satisfaction of the Lender) or unwaived,
      the Charge shall become enforceable, and the powers conferred by Section
      101 of the Law of Property Act 1925 as varied and extended by this deed
      shall be exercisable, upon and at any time after the occurrence of an
      Event of Default.

9.2   The powers conferred by Section 101 of the Law of Property Act 1925, as
      varied and extended by this deed, shall be deemed to have arisen
      immediately on the execution of this deed.

9.3   Sections 93 and 103 of the Law of Property Act 1925 shall not apply to
      this deed.

10.   DEALINGS WITH CHARGED PROPERTY ON ENFORCEMENT

10.1  Rights of Lender

      At any time after the Charge has become enforceable, the Lender shall have
      the right, without any notice to or consent of the Chargor:-

      (1)   Possession

            to take possession of, collect and get in the Charged Property, and
            in particular to take any steps necessary to vest all or any of the
            Charged Property in the name of the Lender or its nominee (including
            completing any transfers of any Shares comprised in the Charged
            Property) and to receive and retain any Dividends;

      (2)   Sell

            to sell, exchange, convert into money or otherwise dispose of or
            realise the Charged Property (whether by public offer or private
            contract) to any person and for such consideration (whether
            comprising cash, debentures or other obligations, Shares or other
            valuable consideration of any kind) and on such terms (whether
            payable or deliverable in a lump sum or by instalments) as it may
            think fit, and for this purpose to complete any transfers of the
            Charged Property;

      (3)   Voting Rights

            for the purpose of preserving the value of the Charge or realising
            the same, to exercise or direct the exercise of all voting and other
            Rights relating to the Charged Property in such manner as it may
            think fit;

      (4)   Claims


                                       8
<PAGE>   184

            to settle, adjust, refer to arbitration, compromise and arrange any
            claims, accounts, disputes, questions and demands relating in any
            way to the Charged Property;

      (5)   Legal actions

            to bring, prosecute, enforce, defend and abandon actions, suits and
            proceedings in relation to the Charged Property; and

      (6)   Other Rights

            to do all such other acts and things it may consider necessary or
            expedient for the realisation of the Charged Property or incidental
            to the exercise of any of the Rights conferred on it under or in
            connection with this deed or the LPA and to concur in the doing of
            anything which it has the Right to do and to do any such thing
            jointly with any other person.

10.2  Obligations of Chargor

      After the Charge has become enforceable:-

      (1)   all Dividends shall be paid to and retained by the Lender, and any
            such moneys which may be received by the Chargor shall, pending such
            payment, be segregated from any other property of the Chargor and
            held in trust for the Lender; and

      (2)   the Chargor shall procure that all voting and other Rights relating
            to the Charged Property are exercised in accordance with such
            instructions (if any) as may from time to time be given to the
            Chargor by the Lender, and the Chargor shall deliver to the Lender
            such forms of proxy or other appropriate forms of authorisation to
            enable the Lender to exercise such voting and other Rights.

11.   APPLICATION OF PROCEEDS

      All moneys received by the Lender in respect of the Charged Property after
      this security has become enforceable shall be applied by the Lender in or
      towards payment of the Secured Liabilities in such manner as the Lender
      sees fit but without prejudice to the right of the Lender to recover any
      shortfall from the Chargor.

12.   GENERAL RIGHTS OF THE LENDER

12.1  Redemption of Security

      The Lender may at any time redeem any Security over the Charged Property
      having priority to the Charge or procure the transfer to the Lender and
      may settle the accounts of encumbrancers. Any accounts so settled shall be
      conclusive and binding on the


                                       9
<PAGE>   185

      Chargor. The Chargor shall on demand pay to the Lender all principal
      moneys, interest, costs, charges, losses, liabilities and expenses of and
      incidental to any such redemption or transfer.

12.2  New Account

      At any time following the occurrence of an Event of Default, the Lender
      may open a new account in the name of the Chargor (whether or not it
      permits any existing account to continue). If the Lender does not open
      such a new account, it shall nevertheless be treated as if it had done so
      at the time when the Event of Default occurred. Thereafter, all payments
      made by the Chargor to the Lender or received by the Lender for the
      account of the Chargor shall be credited or treated as having been
      credited to the new account and shall not operate to reduce the amount
      secured by this deed at the time when the Event of Default occurred.

12.3  Delegation

      The Lender may delegate in any manner to any person any of the Rights
      which are for the time being exercisable by the Lender under this deed.
      Any such delegation may be made upon such terms and conditions (including
      power to sub-delegate) as the Lender may think fit.

12.4  Set-off by Lender

      The Lender may at any time, without notice to the Chargor and without
      prejudice to any of the Lender's other Rights, set off any Secured
      Liabilities which are due and unpaid against any obligation (whether or
      not matured) owed by the Lender to the Chargor, regardless of the place of
      payment or booking branch, and for that purpose the Lender may convert one
      currency into another at the rate of exchange determined by the Lender in
      its absolute discretion to be prevailing at the date of set-off.

13.   LIABILITY OF LENDER, DELEGATES AND NOMINEES

13.1  Possession

      If the Lender or any Delegate shall take possession of the Charged
      Property, it may at any time relinquish such possession.

13.2  Lender's Liability

      The Lender shall not in any circumstances (whether by reason of taking
      possession of the Charged Property or for any other reason whatsoever and
      whether as mortgagee in possession or on any other basis whatsoever):-

      (1)   be liable to account to the Chargor or any other person for anything
            except the Lender's own actual receipts; or


                                       10
<PAGE>   186

      (2)   be liable to the Chargor or any other person for any costs, charges,
            losses, damages, liabilities or expenses arising from any
            realisation of the Charged Property or from any exercise or
            non-exercise by the Lender of any Right conferred upon it in
            relation to the Charged Property or from any act, default, omission
            or misconduct of the Lender, its officers, employees or agents in
            relation to the Charged Property except to the extent that they
            shall be caused by the Lender's own fraud, negligence or wilful
            misconduct or that of its officers or employees.

13.3  Delegate's and Nominee's Liability

      All the provisions of Clause 13.2 shall apply, mutatis mutandis, in
      respect of the liability of any Delegate or nominee of the Lender or any
      officer, employee or agent of the Lender, any Delegate or any nominee of
      the Lender.

13.4  Indemnity

      The Lender and every Delegate, attorney, manager, agent or other person
      appointed by the Lender hereunder shall be entitled to be indemnified out
      of the Charged Property in respect of all liabilities and expenses
      incurred by any of them in the execution or purported execution of any of
      its Rights and against all actions, proceedings, costs, claims and demands
      in respect of any matter or thing done or omitted in anyway relating to
      the Charged Property, and the Lender and any such Delegate, attorney,
      manager, agent or other person appointed by the Lender hereunder may
      retain and pay all sums in respect of the same out of any moneys received.

14.   PROTECTION OF THIRD PARTIES

      No person dealing with the Lender or any Delegate shall be concerned to
      enquire whether any event has happened upon which any of the Rights
      conferred under or in connection with this deed or the LPA are or may be
      exercisable, whether any consents, regulations, restrictions or directions
      relating to such Rights have been obtained or complied with or otherwise
      as to the propriety or regularity of acts purporting or intended to be in
      exercise of any such Rights or as to the application of any money borrowed
      or raised or other proceeds of enforcement. All the protections to
      purchasers contained in sections 104 and 107 of the LPA or in any other
      legislation for the time being in force shall apply to any person
      purchasing from or dealing with the Lender or any Delegate.

15.   CONTINUING SECURITY

      The Charge shall be a continuing security for the Secured Liabilities and
      shall not be satisfied, discharged or affected by any intermediate payment
      or settlement of account (whether or not any Secured Liabilities remain
      outstanding thereafter) or any other matter or thing whatsoever.


                                       11
<PAGE>   187

16.   OTHER SECURITY

      The Charge shall be in addition to and shall not be prejudiced by any
      other Security or any guarantee or indemnity or other document which the
      Lender may at any time hold for the payment of the Secured Liabilities.

17.   CHARGE NOT TO BE AFFECTED

      Without prejudice to Clauses 15 and 16, neither the Charge nor the
      liability of the Chargor for the Secured Liabilities shall be prejudiced
      or affected by:-

      (1)   any variation or amendment of, or waiver or release granted under or
            in connection with, any other Security or any guarantee or indemnity
            or other document; or

      (2)   time being given, or any other indulgence or concession being
            granted, by the Lender to the Chargor or any other person; or

      (3)   the taking, holding, failure to take or hold, varying, realisation,
            non-enforcement, non-perfection or release by the Lender or any
            other person of any other Security, or any guarantee or indemnity or
            other document; or

      (4)   the insolvency, winding up, liquidation, administration or
            occurrence of any analogous event in respect of the Chargor or any
            other person; or

      (5)   any change in the constitution of the Chargor; or

      (6)   any amalgamation, merger or reconstruction that may be effected by
            the Lender with any other person or any sale or transfer of the
            whole or any part of the undertaking, property and assets of the
            Lender to any other person; or

      (7)   the existence of any claim, set-off or other right which the Chargor
            may have at any time against the Lender or any other person; or

      (8)   the making or absence of any demand for payment of any Secured
            Liabilities on the Chargor or any other person, whether by the
            Lender or any other person; or

      (9)   any arrangement or compromise entered into by the Lender with the
            Chargor or any other person; or

      (10)  any other thing done or omitted or neglected to be done by the
            Lender or any other person or any other dealing, fact, matter or
            thing which, but for this provision, might operate to prejudice or
            affect the liability of the Chargor for the Secured Liabilities.

18.   RELEASE OF CHARGED PROPERTY


                                       12
<PAGE>   188

18.1  Release of Charged Property

      If all Secured Liabilities have been paid or discharged in full and the
      Loan Facility Agreement has been terminated, the Lender shall at the
      request and cost of the Chargor execute such deeds and do all such acts
      and things as may be necessary to release the Charged Property from the
      Charge.

18.2  Retention of Deed

      If the Chargor requests the Lender to release the Charged Property from
      the Charge following any payment or discharge made or Security or
      guarantee given in relation to the Secured Liabilities by a person other
      than the Chargor (a "Relevant Transaction"), the Lender shall be entitled
      to retain this deed (and all stock and share certificates, documents of
      title and other documentary evidence of ownership in relation to the
      Charged Property deposited with the Lender pursuant to clause 5) and shall
      not be obliged to release the Charged Property from the Charge until the
      expiry of the Retention Period in relation to that Relevant Transaction.
      If at any time before the expiry of the retention period the insolvency,
      winding up, liquidation, administration, or any analogous event in respect
      of such other person shall have occurred, the Lender may continue to
      retain this deed (and all such stock and share certificates, documents of
      title and documentary evidence) and shall not be obliged to release the
      Charged Property from the Charge for such further period as the Lender may
      determine.

18.3  Retention Period

      For the purpose of Clause 18.2 "Retention Period" means, in relation to
      any Relevant Transaction, the period which commences on the date when that
      Relevant Transaction was made or given, and which ends on the date falling
      one month after the expiration of the maximum period within which the
      Relevant Transaction can be avoided, reduced or invalidated by virtue of
      any applicable law.

19.   POWER OF ATTORNEY

19.1  The Chargor by way of security (for the Secured Liabilities) irrevocably
      appoints the Lender the attorney of the Chargor on its behalf and in the
      name of the Chargor or the Lender (as the attorney may decide) to do all
      acts and things and execute all documents which the Chargor is or may be
      obliged to do (but has not done) hereunder and in relation to any of the
      Charged Property or in connection with any of the matters provided for in
      this charge, including (but without limitation) to execute and date any
      transfer of Shares and to exercise all Rights conferred on the Lender in
      relation to the Charged Property or under this deed or the LPA 1925.

19.2  The Chargor shall ratify and confirm whatever the attorney shall do in
      exercise of its powers as attorney under the power of attorney in Clause
      19.1.


                                       13
<PAGE>   189

20.   WAIVERS; REMEDIES CUMULATIVE

      The Rights of the Lender under this Charge

      (1)   may be exercised as often as necessary;

      (2)   are cumulative and are not exclusive of its rights under the general
            law; and

      (3)   may be waived only in writing and specifically and may be on such
            terms as the Lender sees fit.

21.   COSTS AND EXPENSESCOSTS AND EXPENSESAND EXPENSES

      The Chargor shall indemnify the Lender on demand against all costs,
      charges, losses, liabilities, expenses and other sums (including legal,
      accountants' and other professional fees) and any Taxes thereon expended,
      paid, incurred or debited on account by the Lender in relation to this
      deed, and/or any other document referred to in this deed, including,
      without prejudice to the generality of the foregoing:-

      (1)   in connection with the negotiation, preparation, execution,
            stamping, filing, registration and perfection of this deed;

      (2)   in connection with the granting of any waiver or consent sought by
            the Chargor or in connection with any variation, amendment,
            extension or modification of, or supplement to, this deed;

      (3)   in enforcing, protecting, preserving or realising, or attempting to
            enforce, protect, preserve or realise, the Lender's Rights under
            this deed; and

      (4)   in connection with or contemplation of any Proceedings or the
            recovery or attempted recovery of any Secured Liabilities.

22.   MISCELLANEOUS

22.1  The Chargor may not assign any of its Rights under this charge. The Lender
      may assign all or any part of its Rights hereunder. References to the
      Lender include assigns of the Lender.

22.2  If a provision of this Charge is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect:

      (1)   the validity or enforceability in that jurisdiction or any other
            provision of this Charge; or

      (2)   the validity or enforceability in other jurisdictions of that or any
            other provision of this Charge.


                                       14
<PAGE>   190

22.3  This Charge may be executed in any number of counterparts, all of which
      taken together shall constitute one and the same instrument and either
      party may enter into this Charge by executing a counterpart.

22.4  Each party acknowledges that in agreeing to enter into this Charge, it has
      not relied on any representation, warranty or other assurance, except
      those set out in this agreement.

23.   NOTICES AND RECEIPTS

23.1  Any notice or other communication or document to be made or delivered
      under this Charge shall be made or delivered by fax or otherwise in
      writing. Each notice, communication or other document to be delivered to
      any party to this Charge shall (unless that other person has by fifteen
      days' written notice to the other party specified another address or fax
      number) be made or delivered to that person at the address(es) or fax
      numbers below:-

      (1)   in the case of the Lender, to their branch office in the United
            Kingdom, facsimile number : 0171 375 5510 attention Jeff Beckwith
            with a simultaneous copy to the office of the General Counsel,
            located at 600 Steamboat Road, Greenwich, Connecticut 06830, USA,
            facsimile number 00 1 203 629 4571, attention General Counsel;

      (2)   in the case of the Chargor, to its registered office, facsimile
            number : 01923 426 823, attention Company Secretary.

23.2  Any notice or document shall be deemed to have been served:

      (1)   if delivered, at the time or delivery; or

      (2)   if posted, at 10.00 a.m. on the fifth business day after it was put
            into the post;

      (3)   in the case of any notice or other communication by fax, (a) on the
            business day the same was transmitted so long as there is evidence
            that such fax message was received prior to 5pm local time of the
            recipient on such day and such day is a business day for the
            recipient, otherwise (b) on the business day following the day on
            which it was transmitted and, in either case, in proving such
            delivery it shall be sufficient to prove that the whole of the fax
            message was received on any fax machine of the recipient and that
            there was no evidence that such transmission had been interrupted.

23.3  In proving service of a notice or document it shall be sufficient to prove
      that delivery was made or that the envelope containing the notice or
      document was properly addressed and posted as a prepaid first class
      recorded delivery letter or registered airmail letter (as appropriate).


                                       15
<PAGE>   191

24.   GOVERNING LAW AND JURISDICTION

24.1  This charge is governed by and shall be construed in accordance with
      English law.

24.2  The parties hereto submit to the non-exclusive jurisdiction of the English
      courts for all purposes relating to this Charge.


                                       16
<PAGE>   192

Signed as a deed by
CITY MORTGAGE CORPORATION LIMITED
acting by its duly appointed attorney
in the presence of:-

                                                     ....................

Witness:
            ------------------------------

Occupation:
            ------------------------------

Address:
            ------------------------------

SIGNED as a deed by
GREENWICH INTERNATIONAL, LTD
acting by its duly appointed attorney
in the presence of:-                                 ....................

Witness:
            ------------------------------

Occupation:
            ------------------------------

Address:
            ------------------------------


                                       17
<PAGE>   193

                                   SCHEDULE 1

                              [The Original Shares]

Two shares of Mortgage Management Limited owned by the Chargor.


                                       18
<PAGE>   194

To:

Greenwich International, Ltd.
Cedar House
41 Cedar Avenue
Hamilton
Bermuda                                                            February 1998

Dear Sirs

                                    Indemnity

We refer to a number of agreements (each an "Agreement" and together the
"Agreements") which you have entered into with, amongst others, Mortgage
Management Limited ("MML"), particulars of which are set out in the schedule to
this letter of indemnity (this "Indemnity").

In consideration for your entering into a loan facility agreement dated February
1998 (the "Loan Facility Agreement") with MML and us, we hereby undertake and
agree :

(i)   to indemnify you and keep you indemnified against any and all losses
      suffered by you resulting from or arising out of any and all of the
      Agreements and to pay to you the amounts of such losses immediately on
      your demand therefor whether or not at the time you make such demand you
      have exercised all or any other remedies in respect of such losses, such
      losses to include, without limitation, all amounts payable but unpaid by
      MML under the Loan Facility Agreement, and all actions, claims, damages,
      costs (including legal costs), expenses, demands, liabilities and
      proceedings;

(ii)  that Clauses 10.2 to 10.9 (tax gross-up and indemnity) and 18 (default
      interest) of the Loan Facility Agreement shall apply to any payment to be
      made by us to you under (i) above as those clauses apply to any payment to
      be made by MML to you under the Loan Facility Agreement; and

(iii) not to recover from MML any part of the amount we pay to you under this
      Indemnity except in accordance with the terms of a counter - indemnity
      dated February 1998 granted to us by MML, in the form attached hereto and
      signed by us for identification.
<PAGE>   195

For the avoidance of doubt, we hereby acknowledge that our obligations under
this Indemnity are independent of the obligations of any party to any of the
Agreements.

We hereby represent and warrant that we have all necessary corporate powers and
have taken all necessary corporate action to grant this Indemnity and that our
obligations under this Indemnity constitute our legal, valid and binding
obligations enforceable in accordance with its terms.

This Indemnity shall be governed by and construed in accordance with English
law.

Yours faithfully



---------------------------------------------------------
for and on behalf of City Mortgage Corporation Limited
<PAGE>   196

                                    Schedule

1.    The Loan Facility Agreement

2.    The Debenture Creating Fixed and Floating Charges

3.    The Proceeds Agreement

4.    The Interim Servicing Agreement

5.    The Charge over CMC's shares in CMS

6.    The Assignment Agreement

7.    The Subordinated Loan Agreement

8.    Assignment of CMC Residuals Account

9.    Debenture Creating a Floating Charge Postponed to all other Security
      Interests

10.   The Indemnity, Counter Indemnity and the Undertaking

11.   The CMC Charge

12.   The Charge over CMC's shares in MML

13.   The Assignments of the Collection Account and the Funding Account

14.   The New Production Purchase Agreement

15.   The Mortgage Transfer Agreement

16.   Any amendments to any of the above and any other Transaction Document (as
      defined in the Loan Facility Agreement) and any amendments thereto.
<PAGE>   197

               [ON THE LETTERHEAD OF MORTGAGE MANAGEMENT LIMITED]

To:

City Mortgage Corporation Limited
Harcourt House
19 Cavendish Square
London W1A 2AW                                                     February 1998

Dear Sirs

                                Counter Indemnity

We refer to an indemnity given by you to Greenwich International, Ltd. ("GIL")
dated      February 1998 (the "Indemnity") in the form attached hereto and
signed by us for identification.

In consideration for your having given the Indemnity, we hereby undertake and
agree:

      (i)   to indemnify you and keep you indemnified against any and all losses
            suffered by you resulting from or arising out of the Indemnity, such
            losses to include, without limitation, all losses, actions, claims,
            damages, costs (including legal costs), expenses, demands,
            liabilities and proceedings (the "Counter Indemnity"), provided that
            prior to so indemnifying you, we have received from GIL a
            certificate of permission (the "Certificate of Permission") in the
            form attached hereto and signed by us for identification, such
            certificate to be granted by GIL at its sole discretion;

      (ii)  that you are herby irrevocably authorised and directed to pay
            forthwith on any demand appearing or purporting to be made by or on
            behalf of GIL any sums which may be demanded from you from time to
            time without any reference to or any necessity for confirmation or
            verification by us, it being expressly agreed that any such demand
            shall, as between us and you, be conclusive evidence that the sum
            stated therein is properly due and payable.

We hereby represent and warrant that we have all necessary corporate powers and
have taken all necessary corporate action to grant this Counter Indemnity and
that all our obligations under this Counter Indemnity constitute our legal,
valid and binding obligations enforceable in accordance with its terms.
<PAGE>   198

This Counter Indemnity shall be governed by and construed in accordance with
English law.

Yours faithfully



-----------------------------------------------------
for and on behalf of Mortgage Management Limited
<PAGE>   199

                                    Schedule

                       [FORM OF CERTIFICATE OF PERMISSION]

                             [ON LETTERHEAD OF GIL]

To:   Mortgage Management Limited
      Harcourt House
      19 Cavendish Square
      London W1A 2AW

Dear Sirs

                            Certificate of Permission

In accordance with the terms of the counter indemnity dated    February 1998
granted by you to City Mortgage Corporation Limited ("CMC"), we hereby grant you
permission to pay to CMC the sum of [ ].

This Certificate of Permission shall be governed by and construed in accordance
with English law.

Yours faithfully

Greenwich International, Ltd.
<PAGE>   200

                                                                  EXECUTION COPY

                                   CMC CHARGE

                                     between

                        CITY MORTGAGE CORPORATION LIMITED
                                  (as Obligor)

                                       and

                          GREENWICH INTERNATIONAL LTD.
                                   (as Lender)

                                 SIDLEY & AUSTIN
                                 Royal Exchange
                                 London EC3V 3LE
                               Tel: 0171-360 3600
                               Fax: 0171-626 7937

                            Ref: JCW/DMB/13568/30020
<PAGE>   201

                                    CONTENTS

Clause                                                                Page No.
------                                                                --------

1.  INTERPRETATION...........................................................4

2.  COVENANT TO PAY..........................................................6

3.  SECURITY.................................................................6

4.  OTHER SECURITY...........................................................7

5.  REPRESENTATION AND WARRANTIES ...........................................7

6.  COVENANTS................................................................8

7.  ENFORCEMENT OF SECURITY..................................................9

8.  DEALINGS WITH ASSIGNED PROPERTY ON
     ENFORCEMENT AND APPOINTMENT OF RECEIVERS................................9

9.  APPOINTMENT AND RIGHTS OF RECEIVERS.....................................10

10. APPLICATION OF PROCEEDS.................................................12

11. PRESERVATION OF SECURITY................................................12

12. GENERAL RIGHTS OF THE LENDER............................................13

13. POWER OF ATTORNEY.......................................................13

14. PROTECTION OF PURCHASER.................................................13

15. DELEGATION..............................................................14

16. INDEMNITY...............................................................14

17. WAIVERS; REMEDIES CUMULATIVE............................................14

18. FURTHER ASSURANCE.......................................................14

19. REASSIGNMENT OF ASSIGNED ASSETS.........................................15

20. MISCELLANEOUS...........................................................15
<PAGE>   202

22. CURRENCY INDEMNITY......................................................16

23. NOTICES AND RECEIPTS....................................................16

24. GOVERNING LAW AND JURISDICTION..........................................17

SCHEDULE 1 Notice of Assignment.............................................19
<PAGE>   203

THIS ASSIGNMENT is made as a deed on     February 1998 BETWEEN:

(1)   CITY MORTGAGE CORPORATION LIMITED Company Number (3043776) of 19 Cavendish
      Square, London W1A 2AW (the "Obligor"); and

(2)   GREENWICH INTERNATIONAL LTD a company incorporated under the laws of
      Bermuda, whose branch office in the United Kingdom is at 1 Jermyn Street,
      9th Floor, London (the "Lender").

WHEREAS:

(A)   The Obligor and the Lender have entered into the Mortgage Loan Purchase
      Agreement and the Commitment Letter pursuant to which Mortgage Loans may
      be sold by the Obligor and its Originating Subsidiaries to the Lender.

(B)   The Obligor and CMF have entered into the Origination and Purchase
      Agreement and CMF and the Lender have entered into the Supplemental
      Agreement pursuant to which Mortgage Loans may, in lieu of being sold by
      the Obligor and its Originating Subsidiaries to the Lender under the
      Mortgage Loan Purchase Agreement and Commitment Letter, be sold by the
      Obligor and its Originating Subsidiaries to CMF and, immediately
      thereafter, by CMF to the Lender.

(C)   Certain of the Mortgage Loans sold to the Lender pursuant to the foregoing
      agreements have been subsequently securitised under the Securitisations.

(D)   The Borrower is a wholly owned Subsidiary of the Obligor.

(E)   Pursuant to a letter dated 25 February 1998, the Lender issued a letter
      stating that it terminated its obligation to purchase Mortgage Loans under
      the Commitment Letter and the Mortgage Loan Purchase Agreement.

(F)   The Obligor, CMS and the Lender have agreed to provide the financing
      arrangements relating to the Existing Mortgage Loans and New Production
      Mortgage Loans and as part of those arrangements the Lender has agreed to
      make available to the Borrower a facility on the terms and subject to the
      conditions of a facility agreement of even date between the Lender, the
      Borrower and the Obligor (the "Loan Facility Agreement") so as to enable
      the Borrower to purchase the Existing Mortgage Loans and to finance
      purchase and origination of New Production Mortgage Loans.

(H)   The Obligor has agreed to indemnify the Lender in respect of the all
      obligations of the Borrower under the Loan Facility Agreement and the
      other Transaction Documents pursuant to the Indemnity.

(H)   It is a condition precedent to drawings under the Loan Facility Agreement
      that the Obligor shall have entered into this Deed.


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<PAGE>   204

IT IS AGREED as follows:

1.    INTERPRETATION

1.1   In this Deed (including the recitals) the following terms shall have the
      respective meanings set out below:

      "Acceleration" has the meaning attributed to it in the Proceeds Agreement;

      "Administration Agreements" means the administration agreements dated 21
      March 1996, 18 October 1996, 31 October 1996 and 31 January 1997 in
      relation to the Securitisations.

      "Assets" means the Securitisation Residuals.

      "Assigned Assets" means Assets from time to time subject, or expressed to
      be subject, to the security created hereunder or any part of those Assets
      or any proceeds arising out of the disposition of those Assets.

      "Business Day" means a day (other than a Saturday or Sunday) on which
      banks are open for business in London.

      "Deeds of Charge and Assignment" means the deeds of charge and assignment
      dated 21 March 1996, 18 October 1996, 31 October 1996, 31 January 1997 and
      30 April 1997 in relation to the Securitisations.

      "Enforcement" has the meaning attributed to it in the Proceeds Agreement.

      "Event of Default" means any of the events set out in clause 17 of the
      Loan Facility Agreement.

      "Mortgage Sale Agreements" means the mortgage sale agreements dated 21
      March 1996, 18 October 1996, 31 October 1996 and 31 January 1997 in
      relation to the Securitisations pursuant to which mortgage loans were sold
      to the relevant Issuers.

      "Mortgages Trust Deeds" means the mortgages trust deeds dated 21 March
      1996, 18 October 1996 and 31 October 1996 in relation to the
      Securitisations.

      "Receiver" means an administrative receiver, receiver and manager, or
      other receiver appointed in respect of all or any of the Assigned Assets
      (whether appointed pursuant to this deed, pursuant to any statute, by
      court or otherwise).

      "Retention Period" means in any relation to any Relevant Transaction (as
      defined in clause 19.2), the period which commences on the date when the
      Relevant Transaction was made or given, and which continues for one month
      plus the maximum period within


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<PAGE>   205

      which that Relevant Transaction can be avoided, reduced or invalidated by
      virtue of any applicable law or for any other reason whatsoever.

      "Rights" means rights, benefits, powers, privileges, authorities,
      discretions and remedies (in each case, of any nature whatsoever).

      "Secured Liabilities" means all moneys and liabilities (whether actual or
      contingent) which are now or may be or become due, owing or payable or
      expressed to be due, owing or payable to the Lender from the Obligor under
      or in connection with the Indemnity or any other Transaction Document,
      together with all legal and other costs, charges and expenses which the
      Lender may incur in enforcing or obtaining or attempting to enforce or
      obtain payment of such moneys and liabilities.

      "Securitisation Residuals" means all of the Obligor's rights, title and
      interest in and to the Administration Agreements, the Subordinated Loan
      Agreements, the Mortgage Sale Agreements, the Mortgages Trust Deeds and
      the Deeds of Charge and Assignment.

      "Securitisation Agreements" means the Administration Agreements, the
      Subordinated Loan Agreements, the Mortgage Sale Agreements, the Mortgages
      Trust Deeds and the Deeds of Charge and Assignments.

      "Security" includes any mortgage, fixed or floating charge, encumbrance,
      lien, pledge, hypothecation, assignment or assignation by way of security,
      or title retention arrangement (other than in respect of goods purchased
      in the ordinary course of trading), and any agreement or arrangement
      having substantially the same economic or financial effect as any of the
      foregoing (including any "hold back" or "flawed asset" arrangement).

      "Subordinated Loan Agreements" means the subordinated loan agreements
      dated 21 March 1996, 18 October 1996, 31 October 1996, 31 January 1997 and
      30 April 1997 in relation to the Securitisations.

      "Subsidiary" has the meanings given to it by Section 736 of the Companies
      Act 1985.

1.2   Any reference, express or implied, to an enactment includes references to:

      (1)   that enactment as amended, extended or applied by or under any other
            enactment before or after this agreement;

      (2)   any enactment which that enactment re-enacts (with or without
            modification); and

      (3)   any subordinate legislation made (before or after this agreement)
            under any enactment, including one within (a) or (b).

1.3   The headings in this Deed do not affect its interpretation.


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<PAGE>   206

1.4   References to any agreement (including without limitation to each
      Transaction Document) shall be construed as a reference to such agreement
      as the same may be, or may from time to time have been amended, modified,
      supplemented or restated in accordance, where the agreement is itself a
      Transaction Document, with the terms of the Transaction Documents.

1.5   Capitalised terms defined in the Loan Facility Agreement have, unless
      expressly defined in this Deed, the same meaning in this Deed.

1.6   References to clauses and schedules are to clauses of and schedules to
      this Deed.

1.7   References to a "person" are to be construed so as to include any
      individual, firm, company, government, state or agency of a State, local
      or municipal authority, or any joint venture, association or partnership
      (whether or not having separate legal personality).

1.8   References to a "company" are to be construed so as to include any
      company, corporation or other body corporate, wherever and however
      incorporated or established.

1.9   References to the "Lender" shall be construed so as to include its and any
      subsequent successors and assigns in accordance with their respective
      interests.

2.    COVENANT TO PAYTO PAY

      The Obligor covenants and undertakes with the Lender to pay and discharge
      all of the Secured Liabilities at the time or times when, and in the
      currency or currencies in which, the same are expressed to be payable
      under the Indemnity or, as the case may be, the other relevant Transaction
      Documents.

3.    SECURITY

3.1   For good and valuable consideration, receipt of which is acknowledged, the
      Obligor as sole beneficial owner assigns absolutely to the Lender all of
      its Rights, title and interest in and to:

      (1)   The Administration Agreements;

      (2)   The Subordinated Loan Agreements;

      (3)   The Mortgage Sale Agreements;

      (4)   The Mortgages Trust Deeds; and

      (5)   The Deeds of Charge and Assignment,


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<PAGE>   207

      provided that upon payment in full of all Secured Liabilities, at the
      request and expense of the Obligor, the Lender will reassign to the
      Obligor all the right, title and interest of the Lender in or to the
      Assigned Assets pursuant to this Sub-clause 3.1 and gives notices of such
      re-assignment to all parties to each of the Assigned Agreements at the
      time of re-assignment.

3.2   The Obligor shall, forthwith give notice of the assignments effected under
      Clause 3.1 to each other party to the Securitisation Agreements, such
      notices to be in or substantially in the form set out in Schedule 1 and
      shall use best endeavours to procure that each person to whom such notice
      is given acknowledges the relevant assignment in writing, such
      acknowledgement to be in or substantially in the form of the
      acknowledgement annexed to the relevant notice as set out in Schedule 1.

3.3   The Lender hereby undertakes to comply with the provisions of Clause 6 of
      the Subordinated Loan Agreements, Clauses 5, 7 and 9 of the Deeds of
      Charge and Assignment and Clause 12.2 of the Mortgages Trust Deeds as if
      it were named as an original party thereto in place of the Obligor.

4.    OTHER SECURITY

      The security created hereunder shall be in addition to and shall not be
      prejudiced by any other security or any guarantee or indemnity or other
      document which the Lender may at any time hold for the payment of the
      Secured Liabilities.

5.    REPRESENTATION AND WARRANTIES

5.1   The Obligor represents and warrants to the Lender that:-

      (1)   it is the sole beneficial owner of the Assigned Assets;

      (2)   no Security (other than the security created hereunder or, to the
            extent that it has not been released or discharged, the security
            created under the floating charge dated 21.3.96 in favour of City
            Mortgage Receivables 1 Plc or (to the extent, if at all, that the
            same constitutes security over any of the Assigned Assets) the
            security created under charges and assignment dated 28.3.98, 23.4.96
            and 14.6.96 in favour of the Lender over the "Seller Net Cash Flow"
            (as defined therein)) exists on, over or with respect to any of the
            Assigned Assets;

      (3)   it has not sold, transferred, lent, assigned, parted with its
            interest in, disposed of, granted any option in respect of or
            otherwise dealt with any of its Rights, title and interest in and to
            the Assigned Assets, or agreed to do any of the foregoing (otherwise
            than pursuant to this Deed);

      (4)   it has the power to enter into, and perform and comply with its
            obligations under, this Deed, and to create the security created
            hereunder;


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<PAGE>   208

      (5)   all actions, conditions and things required to be taken, fulfilled
            and done (including the obtaining of any necessary consents) in
            order to (i) enable it lawfully to enter into, and perform and
            comply with its obligations under, this Deed, (ii) ensure that those
            obligations are valid, legal, binding and enforceable, (iii) permit
            the creation of the security created hereunder and ensure that
            (subject to all necessary registrations thereof being made) the
            security created hereunder is a valid, legal, binding and
            enforceable first fixed security interest over the Assigned Assets
            ranking in priority to the interests of any liquidator,
            administrator or creditor of the Obligor, and (iv) make this Deed
            admissible in evidence in the courts of England, have been taken,
            fulfilled and done;

      (6)   the obligations of the Obligor under this Deed and (subject to all
            necessary registrations thereof being made) the security created
            hereunder are and will be until fully discharged valid, legal,
            binding and enforceable and the security created hereunder
            constitutes a first fixed security interest over the Assigned Assets
            ranking in priority to the interests of any liquidator,
            administrator or creditor of the Obligor; and

      (7)   each of the above representations and warranties will be correct and
            complied with in all respects at all times during the continuance of
            the security created hereunder as if repeated then by reference to
            the then existing circumstances.

6.    COVENANTS

6.1   The Obligor shall:-

      (1)   not create, attempt to create or permit to subsist any Security
            (other than the security created hereunder) on, over or with respect
            to any of the Assigned Assets;

      (2)   not sell, transfer, lend, assign, part with its interest in, dispose
            of, grant any option in respect of or otherwise deal with any of its
            Rights, title and interest in and to the Assigned Assets, or agree
            to do any of the foregoing (otherwise than pursuant to this Deed);

      (3)   not take or omit to take any action which act or omission could
            adversely affect or diminish the value of any of the Assigned
            Assets;

      (4)   ensure that there are no moneys or liabilities outstanding in
            respect of any of the Assigned Assets;

      (5)   ensure that the Assigned Assets are free from any restriction on
            transfer or sale;

      (6)   take all action within its powers to procure, maintain in effect and
            comply with all the terms and conditions of all approvals,
            authorisations, consents and


                                       9
<PAGE>   209

            registrations necessary or appropriate for anything provided for on
            its part in this Deed;

      (7)   ensure that the security created hereunder will at all times be a
            legally valid and binding first fixed security interest over the
            Assigned Assets ranking in priority to the interests of any
            liquidator, administrator or creditor of the Obligor;

      (8)   deliver to the Lender a copy of every circular, notice, report, set
            of accounts or other document received by the Obligor in respect of
            or in connection with any of the Assigned Assets promptly following
            receipt by the Obligor of such document; and

      (9)   promptly deliver to the Lender all such information concerning the
            Assigned Assets as the Lender may reasonably request from time to
            time.

7.    ENFORCEMENT OF SECURITY

7.1   The security created hereunder shall become enforceable, and the powers
      conferred by Section 101 of the Law of Property Act 1925 as varied and
      extended by this Deed shall be exercisable, upon and at any time after the
      occurrence of an Event of Default which is subsisting unremedied (to the
      satisfaction of the Lender) or unwaived.

7.2   The powers conferred by Section 101 of the Law of Property Act 1925, as
      varied and extended by this Deed, shall be deemed to have arisen
      immediately on the execution of this Deed.

7.3   Sections 93 and 103 of the Law of Property Act 1925 shall not apply to
      this Deed.

8.    DEALINGS WITH ASSIGNED PROPERTY ON ENFORCEMENT AND APPOINTMENT OF
      RECEIVERS

      At any time after the security created hereunder has become enforceable,
      the Lender shall have the right, without any notice to or consent of the
      Obligor:-

      (1)   to sell, exchange, convert into money or otherwise dispose of or
            release the Assigned Assets to any person and for such consideration
            and on such terms (whether payable or deliverable in a lump sum or
            by instalments) as it may think fit;

      (2)   for the purpose of preserving the value of the security created
            hereunder or realising the same, to exercise (or cause to permit the
            Lender's nominee to exercise) the Rights relating to the Assigned
            Assets in such manner as it may think fit;


                                       10
<PAGE>   210

      (3)   to settle, adjust, refer to arbitration, compromise and arrange any
            claims, accounts, disputes, questions and demands relating in any
            way to the Assigned Assets;

      (4)   to bring, prosecute, enforce, defend and abandon actions, suits and
            proceedings in relation to the Assigned Assets; and

      (5)   to do all such other acts and things it may consider necessary or
            expedient for the realisation of the Assigned Assets or incidental
            to the exercise of any of the Rights conferred on it under or in
            connection with this Deed or the Law of Property Act 1925 and to
            concur in the doing of anything which it has the right to do and to
            do any such thing jointly with any other person.

      (6)   at its sole discretion by deed, or writing signed by any person
            authorised for this purpose by the Lender, appoint any person to be
            Receiver, and may similarly at its sole discretion remove any
            Receiver whether or not it appoints any person in his place, and the
            Lender may at its sole discretion appoint more than one person as
            Receiver and if the Lender appoints more than one person, the Lender
            may give the relevant persons power to act either jointly or
            severally.

9.    APPOINTMENT AND RIGHTS OF RECEIVERSAND RIGHTS OF RECEIVERS

9.1   Any Receiver may be appointed either Receiver of all the Assigned Assets
      or Receiver of such part of the Assigned Assets as may be specified in the
      appointment. In the latter case, the Rights conferred on a Receiver by
      this clause shall have effect as though every reference in that clause to
      the "Assigned Assets" were a reference to the part of such Assigned Assets
      so specified or any part thereof.

9.2   Any Receiver appointed under this deed shall (subject to any contrary
      provision specified in his appointment) have the Right, either in his own
      name or in the name of the Obligor or otherwise and in such manner and
      upon such terms and conditions as the Receiver thinks fit:-

            (1)   to collect, get in or otherwise take control of any or all of
                  the Assigned Assets;

            (2)   to sell, transfer, assign, redeem, exchange and lend any or
                  all of the Assigned Assets and otherwise dispose of or realise
                  any or all of the Assigned Assets to any person (including the
                  Lender) for any form of consideration;

            (3)   for the purpose of exercising any of the Rights conferred on
                  him by or pursuant to this deed or of defraying any costs,
                  charges, losses, liabilities or expenses (including his
                  remuneration) incurred by or due to him in the exercise
                  thereof or for any other purpose, to borrow or raise money
                  either unsecured or on the security of the Assigned Assets
                  (either in priority to


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<PAGE>   211

                  the security created hereunder or otherwise) and generally on
                  such terms and conditions as he may think fit;

            (4)   to enter into bonds, covenants, commitments, guarantees,
                  indemnities and like matters and to make all payments needed
                  to effect, maintain or satisfy the same;

            (5)   to manage and use the Assigned Assets and to exercise and do
                  (or permit the Obligor or its nominee to exercise and do) all
                  such Rights and things as the Receiver would be capable of
                  exercising or doing if he were the absolute beneficial owner
                  of the Assigned Assets and in particular, but without
                  limitation, to exercise any Rights of enforcing any Security
                  and to arrange for or provide all services which he may deem
                  proper for the efficient management or use of the Assigned
                  Assets or the exercise of such Rights;

            (6)   to settle, adjust, refer to arbitration, compromise and
                  arrange any claims, accounts, disputes, questions and demands
                  with or by any person who is or claims to be a creditor of the
                  Obligor in relation to the Assigned Assets;

            (7)   to bring, prosecute, enforce, defend and abandon actions,
                  suits and proceedings in relation to the Assigned Assets;

            (8)   to exercise all the powers set out in Schedule 1 to the
                  Insolvency Act 1986 force at the date of this deed (whether or
                  not in force at the date of exercise and whether or not the
                  Receiver is an administrative receiver); and

            (9)   to do all such other acts and things he may consider necessary
                  or expedient for the realisation of the Assigned Assets or
                  incidental to the exercise of any of the Rights conferred on
                  the Receiver under or in connection with this deed, the Law of
                  Property Act 1925 or the Insolvency Act and to concur in the
                  doing of anything which he has the Right to do and to do any
                  such thing jointly with any other person.

9.3   Any Receiver shall be the agent of the Obligor for all purposes and the
      Obligor shall be solely responsible for his contracts, engagements, acts,
      omissions, defaults and losses and for all liabilities incurred by him.

9.4   Subject to section 36 of the Insolvency Act 1986 Lender may from time to
      time determine the remuneration of any Receiver (without being limited to
      the maximum rate specified in section 109(6) of the Law of Property Act
      1925) and may direct payment of such remuneration out of moneys accruing
      to him as Receiver but the Obligor alone shall be liable for the payment
      of such remuneration and for all other costs, charges and expenses of the
      Receiver.


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<PAGE>   212

10.   APPLICATION OF PROCEEDS

      All moneys received by the Lender in respect of the Assigned Assets after
      this security has become enforceable shall (subject to any contrary
      provision in the Proceeds Agreement) be applied by the Lender in or
      towards payment of the Secured Liabilities in such order as the Lender
      shall at its discretion determine but without prejudice to the right of
      the Lender to recover any shortfall from the Obligor.

11.   PRESERVATION OF SECURITY

11.1  The security constituted by this deed:

      (1)   shall be a continuing security and shall not be satisfied by any
            intermediate payment or satisfaction of the whole or any part of the
            Secured Liabilities but shall secure the ultimate balance of the
            Secured Liabilities; and

      (2)   shall be in addition to and shall not be affected by any other
            Security now or subsequently held by the Lender for all or any of
            the Secured Liabilities.

11.2  The Obligor waives any right it may have of first requiring the Lender to
      proceed against or claim payment from or enforce any other guarantee or
      security before enforcing the security created hereunder.

11.3  Until all the Secured Liabilities have been irrevocably paid in full to
      the satisfaction of the Lender the Obligor shall not:

      (1)   be entitled or claim to rank as creditor in the bankruptcy,
            liquidation or dissolution of the Borrower in competition with the
            Lender; or

      (2)   save as otherwise permitted under the Transaction Documents receive,
            claim or have the benefit of any payment or distribution from the
            Borrower or exercise any right of set-off as against the Borrower or
            claim the benefit of any security or moneys held by or for the
            account of the Lender in respect of the obligations of the Borrower
            and the Lender shall be entitled to apply such security and moneys
            as it sees fit.

11.4  Where any discharge (whether in respect of the security created hereunder,
      any other security or otherwise) is made in whole or in part or any
      arrangement is made on the faith of any payment, security or other
      disposition which is avoided or must be repaid on bankruptcy, liquidation
      or otherwise without limitation, this security and the liability of the
      Obligor under this Deed shall continue as if there had been no such
      discharge or arrangement.


                                       13
<PAGE>   213

12.   GENERAL RIGHTS OF THE LENDER

12.1  At any time following:

      (1)   the Lender receiving notice of any subsequent Security affecting the
            Assigned Assets; or

      (2)   the occurrence of any Event of Default,

      the Lender may open a new account in the name of the Obligor (whether or
      not it permits any existing account to continue). If the Lender does not
      open such a new account, it shall nevertheless be treated as if it had
      done so upon the earlier of Acceleration or Enforcement. Thereafter, all
      payments made by the Obligor to the Lender or received by the Lender for
      the account of the Obligor shall be credited or treated as having been
      credited to the new account and shall not operate to reduce the amount
      secured by this deed.

12.2  The Lender may at any time, without notice to the Obligor and without
      prejudice to any of the Lender's other Rights, set off or otherwise deduct
      any Secured Liabilities which are due and unpaid against any obligation
      (whether or not matured) owed by the Lender to the Obligor.

13.   POWER OF ATTORNEY

13.1  The Obligor by way of security (for the Secured Liabilities) irrevocably
      appoints the Lender the attorney of the Obligor on its behalf and in the
      name of the Obligor or the Lender (as the attorney may decide) to do all
      acts and things and execute all documents which the Obligor is or may be
      obliged to do (but has not done) hereunder and in relation to any of the
      Assigned Assets or in connection with any of the matters provided for in
      this Deed, including (but without limitation) to exercise all Rights
      conferred on the Lender in relation to the Assigned Assets under this Deed
      or the Law of Property Act 1925.

13.2  The Obligor shall ratify and confirm whatever the attorney shall do in
      exercise of its powers as attorney under the power of attorney in clause
      13.1.

14.   PROTECTION OF PURCHASER

      No purchaser or other person dealing with the Lender or with its attorney
      or agent shall be concerned to enquire:

      (1)   whether any power exercised or purported to be exercised by it or
            him has become exercisable;

      (2)   whether any money remains due on this security;


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<PAGE>   214

      (3)   as to the propriety or regularity of any of its or his actions; or

      (4)   as to the application of any money paid to it or him.

15.   DELEGATION

15.1  The Lender may at any time or times:

      (1)   delegate to any person(s) all or any of its rights, powers and
            discretions under this Deed on such terms (including power to
            subdelegate) as the Lender sees fit; and

      (2)   employ agents, managers, employees, advisers and others on such
            terms as the Lender sees fit for any of the purposes set out in this
            Deed.

16.   INDEMNITY

16.1  The Obligor shall indemnify the Lender and every attorney appointed by it
      in respect of all liabilities and expenses incurred by it or him in good
      faith in the execution or purported execution of any Rights in accordance
      with this Deed.

16.2  The Lender shall not be liable for any losses arising in connection with
      the exercise or purported exercise of any of its Rights, in good faith
      under this Deed and in particular (but without limitation) the Lender in
      possession shall not be liable to account as chargee in possession or for
      anything except actual receipts.

17.   WAIVERS; REMEDIES CUMULATIVE

17.1  The Rights of the Lender under this Deed.

      (1)   may be exercised as often as necessary;

      (2)   are cumulative and are not exclusive of its rights under the general
            law; and

      (3)   may be waived only in writing and specifically and may be on such
            terms as the Lender sees fit.

18.   FURTHER ASSURANCE

18.1  The Obligor shall from time to time upon the request of the Lender
      promptly and duly execute and deliver any and all such further instruments
      and documents as the Lender may deem reasonable and desirable for the
      purpose of obtaining the full benefit of the security created hereunder
      and of the Rights granted under it.

18.2  Without prejudice to the generality of Clause 181, the Obligor shall, at
      all times until the Secured Liabilities have been fully repaid by it, at
      its own cost, promptly execute and


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<PAGE>   215

      deliver to the Lender in such form as the Lender shall require such other
      Security over such of the Assets of the Obligor as shall be required by
      the Lender.

19.   REASSIGNMENT OF ASSIGNED ASSETS

19.1  Upon Payment of all Secured Liabilities in full then, subject to Clause
      19.2, the Lender shall at the request and cost of the Obligor execute such
      Deeds and do all such things as may be necessary to reassign the Assigned
      Assets.

19.2  If the Obligor requests the Lender to reassign the Assigned Assets
      following any payment, discharge, Security or guarantee made or given in
      relation to the Secured Liabilities by a person other than the Obligor (a
      "Relevant Transaction"), the Lender shall be entitled to retain this Deed
      and shall not be obliged to reassign the Assigned Assets until the expiry
      of the Retention Period in relation to that Relevant Transaction. If at
      any time before the expiry of that Retention Period such other person
      shall have become unable to pay its debts (within the meaning of the
      Insolvency Act 1986 or other applicable insolvency legislation), the
      Lender may continue to retain this Deed and shall not be obliged to
      release the Assigned Assets from the security created hereunder for such
      further period as the Lender may determine.

20.   MISCELLANEOUS

20.1  The Obligor may not assign any of its Rights hereunder. The Lender may
      assign all or any part of its Rights hereunder.

20.2  If a provision of this Deed is or becomes illegal, invalid or
      unenforceable in any jurisdiction, that shall not affect:

      (1)   the validity or enforceability in that jurisdiction of any other
            provision of this Deed; or

      (2)   the validity or enforceability in other jurisdictions of that or any
            other provision of this Deed;

20.3  Each party acknowledges that in agreeing to enter into this Deed, it has
      not relied on any representation, warranty or other assurance, except
      those set out in this Deed.

21.   STAMP DUTY

      The Obligor shall pay promptly, and in any event before any penalty
      becomes payable, all stamp, documentary and similar taxes, if any, payable
      in connection with the entry into, performance, enforcement or
      admissibility in evidence of this Deed or any other document referred to
      in this Deed, and shall indemnify the Lender against any liability with
      respect to, or resulting from any delay in paying or omission to pay, any
      such tax.


                                       16
<PAGE>   216

22.   CURRENCY INDEMNITY

22.1  If, under any applicable law, whether pursuant to a judgment against the
      Obligor or for any other reason, any payment under or in connection with
      this Deed is made or recovered in a currency (the "Other Currency") other
      than the currency in which the relevant payment is expressed to be payable
      (the "Required Currency"), then, to the extent that the payment actually
      received by the Lender (when converted into the Required Currency at the
      rate of exchange on the date of payment or, if it is not practicable for
      the Lender to make the conversion on that date, at the rate of exchange as
      soon afterwards as it is practicable for the Lender to do so or, in the
      case of a liquidation, administration or analogous event at the rate of
      exchange on the latest date permitted by applicable law for the
      determination of liabilities in such a liquidation, administration or
      analogous event) falls short of the amount expressed to be due or payable
      under or in connection with this Deed, the Obligor shall, as an original
      and independent obligation under this Deed, indemnify and hold the Lender
      harmless against the amount of such shortfall.

22.2  For the purpose of clause 21.1, "rate of exchange" means the rate at which
      the Lender is able on the relevant date to purchase the Required Currency
      with the Other Currency and shall take into account any commission,
      premium and other costs of exchange and taxes payable in connection with
      such purchase.

23.   NOTICES AND RECEIPTSAND RECEIPTS

23.1  Any notice or other document to be served under this Deed shall be
      delivered or sent by first class recorded delivery post (if inland) or
      registered airmail (if overseas) to the party to be served at its address
      set out below or at such other address as it may have notified to the
      other party in accordance with this clause:

23.2

      (1)   to the Obligor at:

            Cityscape House
            Croxley Business Park
            Watford
            Hertfordshire WD1 8YF

            Facsimile No: 01923 426823

            marked for the attention of the Company Secretary; and

      (2)   to the Lender at:

            Greenwich International Limited
            1 Jermyn Street
            7th Floor
            London SW1Y 4UH


                                       17
<PAGE>   217

            Facsimile No: 0171 375 5510

            marked for the attention of Jeff Beckwith and with a copy to the
            Lender's registered office Facsimile No. 001 203 629 4571 marked for
            the attention of General Counsel.

23.3  Any notice or document shall be deemed to have been served:

      (1)   if delivered, at the time or delivery; or

      (2)   if posted, at 10.00 a.m. on the fifth business day after it was put
            into the post.

23.4  In proving service of a notice or document it shall be sufficient to prove
      that delivery was made or that the envelope containing the notice or
      document was properly addressed and posted as a prepaid first class
      recorded delivery letter or registered airmail letter (as appropriate).

24.   GOVERNING LAW AND JURISDICTION

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

24.2  The parties hereto submit to the non-exclusive jurisdiction of the English
      courts for all purposes relating to this Deed.

IN WITNESS of which this document has been executed as a deed and has been
delivered on the date first before written.

Signed as a deed by                 )
CITY MORTGAGE                       )
CORPORATION LIMITED                 )
acting by its duly appointed        )
attorney in the presence of:        )               ................


Witness:
            ------------------------------

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

Address:
            ------------------------------

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

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

Occupation:
            ------------------------------


                                       18
<PAGE>   218

Signed as a deed by                      )
GREENWICH INTERNATIONAL, LTD.            )
acting by its duly appointed attorney    )

                                                      ...................
in the presence of:

Witness:
            ------------------------------

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

Address:
            ------------------------------

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

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

Occupation:
            ------------------------------


                                       19
<PAGE>   219

                                   SCHEDULE 1

                              Notice of Assignment

To: Chase Manhattan Trustees Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated     February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee")

We hereby give you notice that pursuant to the above mentioned Assignment, we
have assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreements dated; (a) 21 March 1996 between City
      Mortgage Corporation Limited, City Mortgage Receivables 1 Plc, City
      Mortgage Servicing Limited and Chemical Bank; (b) 18 October 1996 between
      City Mortgage Corporation Limited, City Mortgage Receivables 2 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited; (c) 31
      October 1996 between City Mortgage Corporation Limited, City Mortgage
      Receivables 3 Plc, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited; (d) 31 January 1997 between City Mortgage Corporation
      Limited, City Mortgage Receivables 4 Plc, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited; (e) 31 January 1997 between City
      Mortgage Corporation Limited, City Mortgage Receivables 5 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited and; (f)
      30 April 1997 between City Mortgage Corporation Limited, Chase Manhattan
      Trustees Limited, City Mortgage Servicing Limited and City Mortgage
      Receivables 6 Plc.

2.    Mortgage Sale Agreements dated; (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited and Chemical Bank; (b)
      18 October 1996 between City Mortgage Corporation Limited, City Mortgage
      Receivables 2 Plc, City Mortgage Trustees 2 Limited, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited; (c) 31 October
      1996 between City Mortgage Corporation Limited, City Mortgage Receivables
      3 Plc, City Mortgage Trustees 3 Limited, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited; (d) 31 January 1997 between City
      Mortgage Corporation Limited, City Mortgage Receivables 4 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited and; (e)
      31 January 1997


                                       20
<PAGE>   220

      between City Mortgage Corporation Limited, City Mortgage Receivables 5
      Plc, City Mortgage Servicing Limited and Chase Manhattan Trustees Limited.

3.    Administration Agreements dated; (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited, City Mortgage
      Holdings Limited and Chemical Bank; (b) 18 October 1996 between City
      Mortgage Corporation Limited, City Mortgage Receivables 2 Plc, City
      Mortgage Trustees 2 Limited, City Mortgage Servicing Limited and Chase
      Manhattan Trustees Limited; (c) 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Servicing Limited, City Mortgage Trustees 3 Limited and Chase Manhattan
      Trustees Limited; (d) 31 January 1997 between City Mortgage Corporation
      Limited, City Mortgage Receivables 4 Plc, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited; and (e) 31 January 1997 between City
      Mortgage Corporation Limited, Chase Manhattan Trustees Limited, City
      Mortgage Servicing Limited and City Mortgage Receivables 5 Plc.

4.    Deed of Charge and Assignments dated; (a) 21 March 1996 between City
      Mortgage Receivables 1 Plc, City Mortgage Trustees 1 Limited, Chemical
      Bank, City Mortgage Corporation Limited, City Mortgage Servicing Limited
      and Guardian Mortgage Services Limited; (b) 18 October 1996 between Chase
      Manhattan Trustees Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited; (c) 31 October
      1996 between Chase Manhattan Trustees Limited, City Mortgage Trustees 3
      Limited, City Mortgage Receivables 3 Plc, City Mortgage Corporation
      Limited, City Mortgage Servicing Limited and Guardian Mortgage Services
      Limited; (d) 31 January 1997 between City Mortgage Receivables 4 Plc,
      Chase Manhattan Trustees Limited, City Mortgage Corporation Limited, City
      Mortgage Servicing Limited and Guardian Mortgage Services Limited; (e) 31
      January 1997 between City Mortgage Receivables 5 Plc, Chase Manhattan
      Trustees Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited and (f) 30 April
      1997 between City Mortgage Receivables 6 Plc, Chase Manhattan Trustees
      Limited, City Mortgage Funding 1 Limited, City Mortgage Services Limited,
      Guardian Mortgage Services Limited and City Mortgage Corporation Limited.

5.    Mortgages Trust Deeds dated: (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgages Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited and Chemical Bank; (b)
      18 October 1996 between City Mortgage Corporate Limited, City Mortgage
      Receivables 2 plc, City Mortgage Trustees 2 Limited, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited; (c) 31 October
      1996 between City Mortgage Corporation Limited, City Mortgages Receivables
      3 plc, City Mortgage Trustees 3 Limited, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")


                                       21
<PAGE>   221

Pursuant to the terms of the Subordinated Loan Agreements, the Deeds of Charge
and Assignments and the Mortgages Trust Deeds, an assignee and any subsequent
assignee thereafter of our rights, title and interest under such agreements is
required to agree, in writing, to be bound by specific provisions thereof. The
Transferee therefore hereby agrees as follows:

25.   in relation to the Mortgages Trust Deeds, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited;

26.   in relation to the Subordinated Loan Agreements, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and

27.   in relation to the Deeds of Charge and Assignments, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

1.    until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of Assigned
      Agreements, to the exclusion of ourselves; and

2.    until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



-----------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



-----------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       22
<PAGE>   222

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

28.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deeds,
      Clause 6 of the Subordinated Loan Agreements and Clauses 5, 7 and 9 of the
      Deeds of Charge and Assignment and confirm that we have not received
      notice of any previous assignments or charges of or over any of the
      Rights.

29.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



-------------------------------------
for and on behalf of
Chase Manhattan Trustees Limited

      February, 1998


                                       23
<PAGE>   223

To: Chase Manhattan Trustees Limited                               February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



-----------------------------------
for and on behalf of
Greenwich International Ltd.


                                       24
<PAGE>   224

                              Notice of Assignment

To: City Mortgage Receivables 1 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated       February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee")

We hereby give you notice that pursuant to the above mentioned Assignment, we
have assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreement dated 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Servicing Limited and Chemical Bank;

2.    Mortgage Sale Agreement dated 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited and Chemical Bank;

3.    Administration Agreement dated 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited, City Mortgage
      Holdings Limited and Chemical Bank;

4.    Deed of Charge and Assignment dated 21 March 1996 between City Mortgage
      Receivables 1 Plc, City Mortgage Trustees 1 Limited, Chemical Bank, City
      Mortgage Corporation Limited, City Mortgage Servicing Limited and Guardian
      Mortgage Services Limited;

5.    Mortgages Trust Deed dated 21 March 1996 between City Mortgage Corporation
      Limited, City Mortgage Receivables 1 Plc, City Mortgage Trustees 1
      Limited, City Mortgage Servicing Limited and Chemical Bank.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Subordinated Loan Agreement, the Deed of Charge and
Assignment and the Mortgages Trust Deed, an assignee and any subsequent assignee
thereafter of our rights, title and interest under such agreements is required
to agree, in writing, to be bound by specific provisions thereof. The Transferee
therefore hereby agrees as follows:


                                       25
<PAGE>   225

30.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited;

31.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and

32.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

33.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

34.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       26
<PAGE>   226

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

35.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed,
      Clause 6 of the Subordinated Loan Agreement and Clauses 5, 7 and 9 of the
      Deed of Charge and Assignment and confirm that we have not received notice
      of any previous assignments or charges of or over any of the Rights.

36.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



------------------------------------
for and on behalf of
City Mortgage Receivables 1 Plc

      February, 1998


                                       27
<PAGE>   227

To: City Mortgage Receivables 1 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       28
<PAGE>   228

                              Notice of Assignment

To: City Mortgage Receivables 2 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated     February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee")

We hereby give you notice that pursuant to the above mentioned Assignment, we
have assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Germaine Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreement dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

2.    Mortgage Sale Agreement dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

3.    Administration Agreement dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

4.    Deed of Charge and Assignment dated 18 October 1996 between City Mortgage
      Receivables 2 Plc, City Mortgage Trustees 2 Limited, Chase Manhattan
      Trustees Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited;

5.    Mortgages Trust Deed dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Subordinated Loan Agreement, the Deed of Charge and
Assignment and the Mortgages Trust Deed, an assignee and any subsequent assignee
thereafter of our rights, title and interest under such agreements is required
to agree, in writing, to be bound by specific provisions thereof. The Transferee
therefore hereby agrees as follows:


                                       29
<PAGE>   229

37.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited;

38.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and

39.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

40.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

41.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       30
<PAGE>   230

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

42.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed,
      Clause 6 of the Subordinated Loan Agreement and Clauses 5, 7 and 9 of the
      Deed of Charge and Assignment and confirm that we have not received notice
      of any previous assignments or charges of or over any of the Rights.

43.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



--------------------------------------------------------
for and on behalf of
City Mortgage Receivables 2 Plc

      February, 1998


                                       31
<PAGE>   231

To: City Mortgage Receivables 2 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       32
<PAGE>   232

                              Notice of Assignment

To: City Mortgage Receivables 3 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated    February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreement dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

2.    Mortgage Sale Agreement dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

3.    Administration Agreement dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

4.    Deed of Charge and Assignment dated 31 October 1996 between City Mortgage
      Receivables 3 Plc, City Mortgage Trustees 3 Limited, City Mortgage
      Corporation Limited, Chase Manhattan Trustees Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited;

5.    Mortgages Trust Deed dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited,

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Subordinated Loan Agreement, the Deed of Charge and
Assignment and the Mortgages Trust Deed, an assignee and any subsequent assignee
thereafter of our rights,


                                       33
<PAGE>   233

title and interest under such agreements is required to agree, in writing, to be
bound by specific provisions thereof. The Transferee therefore hereby agrees as
follows:

44.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited;

45.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and

46.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

47.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

48.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       34
<PAGE>   234

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

49.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed,
      Clause 6 of the Subordinated Loan Agreement and Clauses 5, 7 and 9 of the
      Deed of Charge and Assignment and confirm that we have not received notice
      of any previous assignments or charges of or over any of the Rights.

50.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



------------------------------------
for and on behalf of
City Mortgage Receivables 3 Plc

      February, 1998


                                       35
<PAGE>   235

To: City Mortgage Receivables 3 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       36
<PAGE>   236

                              Notice of Assignment

To: City Mortgage Receivables 4 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated    February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 4 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

2.    Mortgage Sale Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 4 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

3.    Administration Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 4 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

4.    Deed of Charge and Assignment dated 31 January 1997 between City Mortgage
      Receivables 4 Plc, Chase Manhattan Trustees Limited, City Mortgage
      Corporation Limited, City Mortgage Servicing Limited and Guardian Mortgage
      Services Limited;

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Subordinated Loan Agreement and the Deed of Charge
and Assignment, an assignee and any subsequent assignee thereafter of our
rights, title and interest under such agreements is required to agree, in
writing, to be bound by specific provisions thereof. The Transferee therefore
hereby agrees as follows:

51.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and


                                       37
<PAGE>   237

52.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

53.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

54.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       38
<PAGE>   238

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

55.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 6 of the Subordinated Loan Agreement
      and Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm
      that we have not received notice of any previous assignments or charges of
      or over any of the Rights.

56.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



--------------------------------------------------------
for and on behalf of
City Mortgage Receivables 4 Plc

      February, 1998


                                       39
<PAGE>   239

To: City Mortgage Receivables 4 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until you receive further notice from us we hereby instruct you to pay all
amounts from time to time due and payable by you under the Assigned Agreements
(and which would, but for the Assignment have been payable to City Mortgage
Corporation Limited) to the account of City Mortgage Corporation Limited, number
76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       40
<PAGE>   240

                              Notice of Assignment

To: City Mortgage Receivables 5 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated    February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee")

We hereby give you notice that pursuant to the above mentioned Assignment, we
have assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Subordinated Loan Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 5 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

2.    Mortgage Sale Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 5 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

3.    Administration Agreement dated 31 January 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 5 Plc, City Mortgage
      Servicing Limited, Chase Manhattan Trustees Limited;

4.    Deed of Charge and Assignment dated 31 January 1997 between City Mortgage
      Receivables 5 Plc, Chase Manhattan Trustees Limited, City Mortgage
      Corporation Limited, City Mortgage Servicing Limited and Guardian Mortgage
      Services Limited;

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Subordinated Loan Agreement and the Deed of Charge
and Assignment, an assignee and any subsequent assignee thereafter of our
rights, title and interest under such agreements is required to agree, in
writing, to be bound by specific provisions thereof. The Transferee therefore
hereby agrees as follows:

57.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and


                                       41
<PAGE>   241

58.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

59.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of Assigned
      Agreements, to the exclusion of ourselves; and

60.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       42
<PAGE>   242

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

61.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 6 of the Subordinated Loan Agreement
      and Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm
      that we have not received notice of any previous assignments or charges of
      or over any of the Rights.

62.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



--------------------------------------------------------
for and on behalf of
City Mortgage Receivables 5 Plc

      February, 1998


                                       43
<PAGE>   243

To: City Mortgage Receivables 5 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until you receive further notice from us we hereby instruct you to pay all
amounts from time to time due and payable by you under the Assigned Agreements
(and which would, but for the Assignment have been payable to City Mortgage
Corporation Limited) to the account of City Mortgage Corporation Limited, number
76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       44
<PAGE>   244

                              Notice of Assignment

To: City Mortgage Receivables 6 Plc

                                                                   February 1998

Dear Sirs,

CMC Charge dated    February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee")

We hereby give you notice that pursuant to the above mentioned Assignment, we
have assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
in and to the following:

1.    Subordinated Loan Agreement dated 30 April 1997 between City Mortgage
      Corporation Limited, City Mortgage Receivables 6 Plc, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited;

2.    Deed of Charge and Assignment dated 30 April 1997 between City Mortgage
      Receivables 6 Plc, Chase Manhattan Trustees Limited, City Mortgage Funding
      1 Limited, City Mortgage Services Limited, Guardian Mortgage Services
      Limited and City Mortgage Corporation Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Assigned Agreements, an assignee and any subsequent
assignee thereafter of our rights, title and interest under such agreements is
required to agree, in writing, to be bound by specific provisions thereof. The
Transferee therefore hereby agrees as follows:

63.   in relation to the Subordinated Loan Agreement, to be bound by the
      provisions of Clause 6 thereof as if were an original party thereto in
      place of City Mortgage Corporation Limited; and

64.   in relation to the Deed of Charge and Assignment to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

65.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Assigned Agreements, to the
      exclusion of ourselves; and


                                       45
<PAGE>   245

66.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       46
<PAGE>   246

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

67.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 6 of the Subordinated Loan Agreement
      and Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm
      that we have not received notice of any previous assignments or charges of
      or over any of the Rights.

68.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning hereunder.

Yours faithfully



-----------------------------------------------
for and on behalf of
City Mortgage Receivables 6 Plc

February 1998


                                       47
<PAGE>   247

To: City Mortgage Receivables 6 Plc                                February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until further notice we hereby instruct you to pay all amounts from time to time
due and payable by you under the Assigned Agreements (and which would, but for
the Assignment have been payable to City Mortgage Corporation Limited) to the
account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



-------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       48
<PAGE>   248

                              Notice of Assignment

To: City Mortgage Trustees 1 Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated     February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Administration Agreement dated 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited, City Mortgage
      Holdings Limited and Chemical Bank;

2.    Deed of Charge and Assignment dated 21 March 1996 between City Mortgage
      Trustees 1 Limited, City Mortgage Receivables 1 Plc, Chemical Bank, City
      Mortgage Corporation Limited, City Mortgage Servicing Limited and Guardian
      Mortgage Services Limited;

3.    Mortgages Trust Deed dated 21 March 1996 between City Mortgage Corporation
      Limited, City Mortgage Receivables 1 Plc, City Mortgage Trustees 1
      Limited, City Mortgage Servicing Limited and Chemical Bank.

4.    Mortgage Sale Agreement dated 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited and Chemical Bank;

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Deed of Charge and Assignment and the Mortgages
Trust Deed, an assignee and any subsequent assignee thereafter of our rights,
title and interest under such agreements is required to agree, in writing, to be
bound by specific provisions thereof. The Transferee therefore hereby agrees as
follows:

69.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it was the original party thereto in place of
      City Mortgage Corporation Limited; and


                                       49
<PAGE>   249

70.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it was the original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

71.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights under the Assigned
      Agreements, to the exclusion of ourselves; and

72.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       50
<PAGE>   250

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

73.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed and
      Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm that
      we have not received notice of any previous assignments or charges of or
      over any of the Rights.

74.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreement (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



--------------------------------------------------------
for and on behalf of
City Mortgage Trustees 1 Limited

      February, 1998


                                       51
<PAGE>   251

To: City Mortgage Trustees Limited                                 February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until further notice from us we hereby instruct you to pay all amounts from time
to time due and payable by you under the Assigned Agreements (and which would,
but for the Assignment have been payable to City Mortgage Corporation Limited)
to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       52
<PAGE>   252

                              Notice of Assignment

To: City Mortgage Trustees 2 Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated      February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Administration Agreement dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

2.    Deed of Charge and Assignment dated 18 October 1996 between City Mortgage
      Trustees 1 Limited, City Mortgage Receivables 2 Plc, Chase Manhattan
      Trustees Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited;

3.    Mortgages Trust Deed dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

4.    Mortgage Sale Agreement dated 18 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Deed of Charge and Assignment and the Mortgages
Trust Deed, an assignee and any subsequent assignee thereafter of our rights,
title and interest under such agreements is required to agree, in writing, to be
bound by specific provisions thereof. The Transferee therefore hereby agrees as
follows:

75.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited; and


                                       53
<PAGE>   253

76.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

77.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

78.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       54
<PAGE>   254

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

79.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed and
      Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm that
      we have not received notice of any previous assignments or charges of or
      over any of the Rights.

80.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



--------------------------------------------
for and on behalf of
City Mortgage Trustees 2 Limited

      February, 1998


                                       55
<PAGE>   255

To: City Mortgage Trustees 2 Limited                               February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until further notice from us we hereby instruct you to pay all amounts from time
to time due and payable by you under the Assigned Agreements (and which would,
but for the Assignment have been payable to City Mortgage Corporation Limited)
to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       56
<PAGE>   256

                              Notice of Assignment

To: City Mortgage Trustees 3 Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated      February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Administration Agreement dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

2.    Mortgages Trust Deed dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

3.    Mortgage Sale Agreement dated 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited;

4.    Deed of Charge and Assignment dated 31 October 1996 between Chase
      Manhattan Trustees Limited, City Mortgage Trustees 3 Limited, City
      Mortgage Receivables 3 Plc, City Mortgage Corporation Limited, City
      Mortgage Servicing Limited and Guardian Mortgage Services Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Deed of Charge and Assignment and the Mortgages
Trust Deed, an assignee and any subsequent assignee thereafter of our rights,
title and interest under such agreements is required to agree, in writing, to be
bound by specific provisions thereof. The Transferee therefore hereby agrees as
follows:


                                       57
<PAGE>   257

81.   in relation to the Mortgages Trust Deed, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited; and

82.   in relation to the Deed of Charge and Assignment, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :

83.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

84.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       58
<PAGE>   258

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

85.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deed and
      Clauses 5, 7 and 9 of the Deed of Charge and Assignment and confirm that
      we have not received notice of any previous assignments or charges of or
      over any of the Rights.

86.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person, and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



------------------------------------------
for and on behalf of
City Mortgage Trustees 3 Limited

      February, 1998


                                       59
<PAGE>   259

To: City Mortgage Trustees 3 Limited February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until further notice from us we hereby instruct you to pay all amounts from time
to time due and payable by you under the Assigned Agreements (and which would,
but for the Assignment have been payable to City Mortgage Corporation Limited)
to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       60
<PAGE>   260

                              Notice of Assignment

To: Guardian Mortgage Services Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated      February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Deed of Charge and Assignments dated; (a) 21 March 1996 between City
      Mortgage Receivables 1 Plc, City Mortgage Trustees 1 Limited, Chemical
      Bank, City Mortgage Corporation Limited, City Mortgage Servicing Limited
      and Guardian Mortgage Services Limited; (b) 18 October 1996 between Chase
      Manhattan Trustees Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited; (c) 31 October
      1996 between Chase Manhattan Trustees Limited, City Mortgage Trustees 3
      Limited, City Mortgage Receivables 3 Plc, City Mortgage Corporation
      Limited, City Mortgage Servicing Limited and Guardian Mortgage Services
      Limited; (d) 31 January 1997 between City Mortgage Receivables 4 Plc,
      Chase Manhattan Trustees Limited, City Mortgage Corporation Limited, City
      Mortgage Servicing Limited and Guardian Mortgage Services Limited; (e) 31
      January 1997 between City Mortgage Receivables 5 Plc, Chase Manhattan
      Trustees Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited and (f) 30 April
      1997 between City Mortgage Receivables 6 Plc, Chase Manhattan Trustees
      Limited, City Mortgage Funding 1 Limited, City Mortgage Services Limited,
      Guardian Mortgage Services Limited and City Mortgage Corporation Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Assigned Agreements, an assignee and any subsequent
assignee thereafter of our rights, title and interest under such agreements is
required to agree, in writing, to be bound by specific provisions thereof. The
Transferee therefore hereby agrees to be bound by the provisions of Clauses 5, 7
and 9 of the Assigned Agreements as if it were an original party thereto in
place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you :


                                       61
<PAGE>   261

87.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

88.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       62
<PAGE>   262

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

89.   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clauses 5, 7 and 9 of the Assigned
      Agreements and confirm that we have not received notice of any previous
      assignments or charges of or over any of the Rights.

90.   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



-------------------------------------------
for and on behalf of
Guardian Mortgage Services Limited

      February, 1998


                                       63
<PAGE>   263

To: Guardian Mortgage Services Limited                             February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



-------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       64
<PAGE>   264

                              Notice of Assignment

To: City Mortgage Servicing Limited

                                                                   February 1998

Dear Sirs,

CMC Charge dated       February 1998 (the "Assignment") between CITY MORTGAGE
CORPORATION LIMITED and GREENWICH INTERNATIONAL LTD. (the "Transferee") We
hereby give you notice that pursuant to the above mentioned Assignment, we have
assigned absolutely to GREENWICH INTERNATIONAL LTD. a Bermuda Company whose
branch office is at 1 Jermyn Street, London all our rights, title and interest
(the "Rights") in and to the following:

1.    Administration Agreements dated; (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited, City Mortgage
      Holdings Limited and Chemical Bank; (b) 18 October 1996 between City
      Mortgage Corporation Limited, City Mortgage Servicing Limited, City
      Mortgage Receivables 2 Plc, City Mortgage Trustees 2 Limited and Chase
      Manhattan Trustees Limited; (c) 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited; (d) 31 January 1997 between City Mortgage Corporation
      Limited, City Mortgage Receivables 4 Plc, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited; and (e) 31 January 1997 between City
      Mortgage Corporation Limited, City Mortgage Servicing Limited, City
      Mortgage Receivables 5 Plc and Chase Manhattan Trustees Limited.

2.    Subordinated Loan Agreements dated; (a) 21 March 1996 between City
      Mortgage Corporation Limited, City Mortgage Receivables 1 Plc, City
      Mortgage Servicing Limited and Chemical Bank; (b) 18 October 1996 between
      City Mortgage Corporation Limited, City Mortgage Receivables 2 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited; (c) 31
      October 1996 between City Mortgage Corporation Limited, City Mortgage
      Receivables 3 Plc, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited; (d) 31 January 1997 between City Mortgage Corporation
      Limited, City Mortgage Receivables 4 Plc, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited; (e) 31 January 1997 between City
      Mortgage Corporation Limited, City Mortgage Receivables 5 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited and; (f)
      30 April 1997 between City Mortgage Corporation Limited, Chase Manhattan
      Trustees Limited, City Mortgage Servicing Limited and City Mortgage
      Receivables 6 Plc.

3.    Mortgage Sale Agreements dated; (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City


                                       65
<PAGE>   265

      Mortgage Servicing Limited and Chemical Bank; (b) 18 October 1996 between
      City Mortgage Corporation Limited, City Mortgage Receivables 2 Plc, City
      Mortgage Trustees 2 Limited, City Mortgage Servicing Limited and Chase
      Manhattan Trustees Limited; (c) 31 October 1996 between City Mortgage
      Corporation Limited, City Mortgage Receivables 3 Plc, City Mortgage
      Trustees 3 Limited, City Mortgage Servicing Limited and Chase Manhattan
      Trustees Limited; (d) 31 January 1997 between City Mortgage Corporation
      Limited, City Mortgage Receivables 4 Plc, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited and; (e) 31 January 1997 between City
      Mortgage Corporation Limited, City Mortgage Receivables 5 Plc, City
      Mortgage Servicing Limited and Chase Manhattan Trustees Limited.

4.    Deed of Charge and Assignments dated; (a) 21 March 1996 between City
      Mortgage Receivables 1 Plc, City Mortgage Trustees 1 Limited, Chemical
      Bank, City Mortgage Corporation Limited, City Mortgage Servicing Limited
      and Guardian Mortgage Services Limited; (b) 18 October 1996 between Chase
      Manhattan Trustees Limited, City Mortgage Receivables 2 Plc, City Mortgage
      Trustees 2 Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited; (c) 31 October
      1996 between Chase Manhattan Trustees Limited, City Mortgage Trustees 3
      Limited, City Mortgage Receivables 3 Plc, City Mortgage Corporation
      Limited, City Mortgage Servicing Limited and Guardian Mortgage Services
      Limited; (d) 31 January 1997 between City Mortgage Receivables 4 Plc,
      Chase Manhattan Trustees Limited, City Mortgage Corporation Limited, City
      Mortgage Servicing Limited and Guardian Mortgage Services Limited; (e) 31
      January 1997 between City Mortgage Receivables 5 Plc, Chase Manhattan
      Trustees Limited, City Mortgage Corporation Limited, City Mortgage
      Servicing Limited and Guardian Mortgage Services Limited and (f) 30 April
      1997 between City Mortgage Receivables 6 Plc, Chase Manhattan Trustees
      Limited, City Mortgage Funding 1 Limited, City Mortgage Services Limited,
      Guardian Mortgage Services Limited and City Mortgage Corporation Limited.

5.    Mortgages Trust Deeds dated: (a) 21 March 1996 between City Mortgage
      Corporation Limited, City Mortgages Receivables 1 Plc, City Mortgage
      Trustees 1 Limited, City Mortgage Servicing Limited and Chemical Bank; (b)
      18 October 1996 between City Mortgage Corporate Limited, City Mortgage
      Receivables 2 plc, City Mortgage Trustees 2 Limited, City Mortgage
      Servicing Limited and Chase Manhattan Trustees Limited; (c) 31 October
      1996 between City Mortgage Corporation Limited, City Mortgages Receivables
      3 plc, City Mortgage Trustees 3 Limited, City Mortgage Servicing Limited
      and Chase Manhattan Trustees Limited.

      (together, the documents referred to above being herein the "Assigned
      Agreements")

Pursuant to the terms of the Assigned Agreements, an assignee and any subsequent
assignee thereafter of our rights, title and interest under such agreements is
required to agree, in writing, to be bound by specific provisions thereof. The
Transferee therefore hereby agrees as follows:


                                       66
<PAGE>   266

91.   in relation to the Mortgages Trust Deeds, to be bound by the provisions of
      Clause 12.2 thereof as if it were an original party thereto in place of
      City Mortgage Corporation Limited;

92.   in relation to the Subordinated Loan Agreements, to be bound by the
      provisions of Clause 6 thereof as if it were an original party thereto in
      place of City Mortgage Corporation Limited; and

93.   in relation to the Deeds of Charge and Assignments, to be bound by the
      provisions of Clauses 5, 7 and 9 thereof as if it were an original party
      thereto in place of City Mortgage Corporation Limited.

We hereby irrevocably instruct and authorise you:

94.   until notified to the contrary, in writing, by the Transferee to deal only
      with the Transferee in relation to the Rights in respect of the Assigned
      Agreements, to the exclusion of ourselves; and

95.   until notified to the contrary, in writing, by the Transferee to pay all
      amounts from time to time due and payable by you under the Assigned
      Agreements (and which would, but for the Assignment have been payable to
      City Mortgage Corporation Limited) to the Transferee or to such account of
      such other person as the Transferee shall, from time to time by notice in
      writing, specify.

This letter is governed by English law.

Please acknowledge receipt of this letter by sending a letter addressed to the
Transferee and copied to us in the form attached.

Yours faithfully



--------------------------------------------------------
CITY MORTGAGE CORPORATION LIMITED

Acknowledged and Agreed by



--------------------------------------------------------
For and on behalf of
GREENWICH INTERNATIONAL, LTD.


                                       67
<PAGE>   267

                                 Acknowledgement

To:             Greenwich International Ltd.
                1 Jermyn Street
                London

With a copy to: City Mortgage Corporation Limited

Dear Sirs,

We refer to the letter from City Mortgage Corporation Limited ("CMC") to
ourselves dated    February, 1998 (the "Notice") a copy of which is attached, in
which CMC gave us notice of the assignment absolutely to yourselves of its
rights, title and interest (the "Rights") in the Assigned Agreements.

(a)   We acknowledge receipt of the Notice and in particular your agreement to
      be bound by the provisions of Clause 12.2 of the Mortgages Trust Deeds,
      Clause 6 of the Subordinated Loan Agreements and Clauses 5, 7 and 9 of the
      Deeds of Charge and Assignment and confirm that we have not received
      notice of any previous assignments or charges of or over any of the
      Rights.

(b)   We further confirm that we shall at all times deal with you in relation to
      the Rights, to the exclusion of CMC or any other person and we shall make
      all payments due to be made by us under the Assigned Agreements (and which
      would, but for the Assignment, have been due to City Mortgage Corporation
      Limited) in accordance with your written instructions.

Terms defined in the Notice have the same meaning herein.

Yours faithfully



-------------------------------------------
for and on behalf of
City Mortgage Servicing Limited

      February, 1998


                                       68
<PAGE>   268

To: City Mortgage Servicing Limited February 1998

Dear Sirs,

We refer to the notice of assignment of all of the right, title and interest of
City Mortgage Corporation Limited in the Assigned Agreements to Greenwich
International Ltd., a copy of which we attach.

Until we notify you otherwise we hereby instruct you to pay all amounts from
time to time due and payable by you under the Assigned Agreements (and which
would, but for the Assignment have been payable to City Mortgage Corporation
Limited) to the account of City Mortgage Corporation Limited, number 76697673.

Terms defined in the attached notice have the same meanings herein.

Yours faithfully,



--------------------------------------------------------
for and on behalf of
Greenwich International Ltd.


                                       69