Exhibit 4.8

                                                             EXECUTION VERSION

                              Dated 26 March 2001


                               NORTHERN ROCK PLC
                    as Cash Manager, Seller and Beneficiary


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                       GRANITE FINANCE FUNDING 2 LIMITED
                                as Beneficiary


                                    - and -


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






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                    TENTH AMENDED CASH MANAGEMENT AGREEMENT

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                                 SIDLEY AUSTIN
                                 -------------
                                        SIDLEY

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                                   CONTENTS



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

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

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

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

5.       Early Repayment Charges.............................................23

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

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

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

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

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

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

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

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

14.      Miscellaneous.......................................................33

15.      Confidentiality.....................................................34

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

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

18.      The Funding Security Trustees.......................................35

19.      New Intercompany Loan Agreements....................................36

20.      Non Petition Covenant; Limited Recourse.............................36

21.      Amendments and Waiver...............................................38

22.      Notices.............................................................39

23.      Third Party Rights..................................................40

24.      Execution in Counterparts; Severability.............................40

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

SCHEDULE 1 The Cash Management Services......................................42

SCHEDULE 2 Cash Management and Maintenance of Ledgers........................47

SCHEDULE 3A Form of Mortgages Trustee Quarterly Report.......................70

SCHEDULE 3B Form of Funding Quarterly Report.................................71

SCHEDULE 3C Form of Funding 2 Quarterly Report...............................74

SCHEDULE 4 Cash Manager Representations and Warranties.......................77


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THIS AGREEMENT IS MADE ON 26 MARCH, 2001 AND AMENDED AND RESTATED PURSUANT TO
THE DEEDS OF AMENDMENT AND RESTATEMENT DATED 23 JULY 2001, 27 JANUARY 2003, 24
SEPTEMBER 2003, 28 JANUARY 2004, 26 MAY 2004, 19 JANUARY 2005, 24 AUGUST 2005,
23 DECEMBER 2005, 19 JANUARY 2007 AND 17 MAY 2007 BETWEEN:

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

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

(3)   GRANITE FINANCE FUNDING LIMITED (registered number 79308), a private
      limited company incorporated under the laws of Jersey, Channel Islands
      having its principal place of business in the United Kingdom at 68 King
      William Street, London EC4N 7DZ in its separate capacities as Funding
      and a Beneficiary;

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

(5)   THE BANK OF NEW YORK a New York banking corporation acting through its
      office at 40th Floor, One Canada Square, London E14 5AL in its separate
      capacities as Security Trustee and Funding 2 Security Trustee.

WHEREAS:

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

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

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

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IT IS HEREBY AGREED as follows:

1.    Definitions and Interpretation

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

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

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

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

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

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

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

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

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

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


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

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

2.    Appointment of Cash Manager

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

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

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

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

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


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      31 January, 2005, or such later date as Funding 2 and the Seller may
      agree, the appointment of the Cash Manager as agent of Funding 2 under
      Clause 2.2 (Appointment by Funding 2) shall not take effect.

3.    The Services

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

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

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

3.4   Liability of Cash Manager:

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

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

4.    Payments, Accounts, Ledgers

4.1   Establishment of Bank Accounts:

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

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

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


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

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

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

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

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


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

4.2   Mortgages Trustee Ledgers:

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

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

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

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

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

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

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

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



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

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

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

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

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

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

4.3   Funding Ledgers:

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

4.4   Funding 2 Ledgers:

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

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

            (ii)  the Funding 2 Cash Accumulation Ledger which shall
                  separately reflect all Funding 2 Principal Receipts standing
                  to the credit of the Funding 2 Bank Accounts in respect of
                  the Cash Accumulation Requirement;

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



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                  to be applied to reduce the balances on the Funding 2
                  Principal Deficiency Ledger;

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

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

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

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

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

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

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

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

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

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


                                      13
<PAGE>


            (ix)  the Funding 2 Intercompany Loan Ledger, which shall be
                  divided into segregated sub-ledgers for each Loan Tranche,
                  each of which shall:

                  (A)   record the amounts allocated to Funding 2 to be
                        applied in making the payments due under the
                        applicable Loan Tranche;

                  (B)   be further divided into separate sub-sub-ledgers to
                        separately record (1) the Funding 2 Available Revenue
                        Receipts allocated to make payments of interest and
                        other amounts (other than principal) under the
                        applicable Loan Tranche, and (2) the Funding 2
                        Available Principal Receipts allocated to make
                        repayments of principal under the applicable Loan
                        Tranche).

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

4.5   Payments:

      Mortgages Trust

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

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

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

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

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

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

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

            (ii)  all interest earned on any of (A) the Mortgages Trustee
                  Transaction Account, (B) the Mortgages Trustee GIC Account
                  and (C) all


                                      14
<PAGE>


                  investment proceeds from Authorised Investments purchased
                  from amounts standing to the credit of either the Mortgages
                  Trustee Transaction Account or the Mortgages Trustee GIC
                  Account.

      Funding

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

            (i)   all Funding Principal Receipts, PROVIDED HOWEVER that any
                  amounts recorded as a credit on the Non-Flexible
                  Overpayments Sub-Ledger shall remain in the Mortgages
                  Trustee GIC Account (save as otherwise provided in this
                  Agreement);

            (ii)  all Funding Revenue Receipts; and

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

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

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

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

      Funding 2

      (f)   The Cash Manager shall procure that the following amounts are paid
            into the Funding 2 GIC Account:

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

            (ii)  all Funding 2 Revenue Receipts; and

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


                                      15
<PAGE>


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

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

      General

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

      (i)   For the avoidance of doubt, as soon as reasonably practicable
            after becoming aware of the same, the Cash Manager may, and shall,
            withdraw Cash from, as the case may be, the Mortgages Trustee Bank
            Accounts, the Funding Bank Accounts or the Funding 2 Bank Accounts
            if, and to the extent that, such Cash was credited thereto in
            error and shall use its reasonable endeavours to ensure that such
            Cash is applied correctly thereafter.

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

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

      (l)   Each of the Cash Manager and Funding undertakes that, so far as it
            is able to procure the same, the Funding Bank Accounts and all
            instructions and Mandates in relation thereto will continue to be
            operative and will not, save as


                                      16
<PAGE>


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

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

4.6   Withdrawals: The Cash Manager may make withdrawals:

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

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

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

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

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

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

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


                                      17
<PAGE>


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

            as permitted by this Agreement and the other Transaction
            Documents;

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

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

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

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

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

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

      (ii)  the payment on such date (or on such other date as may be agreed
            between Funding 2, the Funding 2 Security Trustee, the applicable
            Funding 2 Issuer and the applicable Issuer Security Trustee) by
            Funding 2 to the Mortgages Trustee of Funding 2's Contribution to
            the Mortgages Trustee pursuant to the Mortgages Trust Deed and the
            application of such Contribution by the


                                      18
<PAGE>


            Mortgages Trustee on such date (or on such other date as may be
            directed by Funding 2 or the Funding 2 Security Trustee) for
            payment to:

            (a)   the Seller of either (1) the amount of Initial Purchase
                  Price for the sale of any New Mortgage Portfolio which is
                  acquired by the Mortgages Trustee from the Seller on such
                  date under the provisions of Mortgage Sale Agreement or (2)
                  the amount of any Special Distribution made to the Seller as
                  Beneficiary under the Mortgages Trust Deed, as applicable;
                  and/or

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

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

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

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

4.13  Funding 2 Swap Collateral:


                                      19
<PAGE>


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

            (i)   if not already created, create the Funding 2 Swap Collateral
                  Ledger in the books of Funding 2 so as to record the amount
                  and type of such Swap Collateral and, if there is more than
                  one Funding 2 Basis Rate Swap Agreement; identify the
                  agreement in respect of which it has been posted;

            (ii)  upon receipt of such Swap Collateral, credit it to and
                  record the relevant details in the Funding 2 Swap Collateral
                  Ledger;

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

            (iv)  to the extent that such Swap Collateral is in the form of
                  securities, arrange for it to be credited to the relevant
                  Funding 2 Swap Collateral Securities Account.

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

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

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

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

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

            (i)   where the relevant Swap Collateral (or such income or
                  distributions) is in the form of Cash, return or pay (as
                  applicable) the relevant amount


                                      20
<PAGE>


                  of Cash out of the relevant Funding 2 Swap Collateral Cash
                  Account to the Funding 2 Basis Rate Swap Provider; and/or

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

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

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

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

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

4.15  Funding Swap Collateral:

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

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

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


                                      21
<PAGE>


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

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

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

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

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

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

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

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

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

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

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

      (e)   If, in relation to Funding Swap Collateral, there is any conflict
            between the terms of the Funding Basis Rate Swap Agreement, the
            Funding Deed of


                                      22
<PAGE>


            Charge and/or this Agreement, the terms of the Funding Basis Rate
            Swap Agreement shall apply.

5.    Early Repayment Charges

      The Cash Manager shall withdraw any Early Repayment Charges paid into
      the Mortgages Trustee Bank Accounts and pay the same to the Seller, by
      telegraphic transfer to such account as may be specified by the Seller
      from time to time, promptly following a request for such withdrawal
      being received from the Seller. For the avoidance of doubt, the Cash
      Manager shall not record the receipt or withdrawal of Early Repayment
      Charges in any of the ledgers maintained under this Agreement.

6.    No Liability

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

7.    Costs and Expenses

7.1   Each Funding Beneficiary and the Mortgages Trustee, proportionately in
      accordance with and subject to the applicable Funding Priority of
      Payments, the applicable Funding 2 Priority of Payments or the
      applicable Mortgages Trustee Priority of Payments, as the case may be,
      will on each Distribution Date, Payment Date or 20th Monthly Payment
      Date (as applicable) reimburse the Cash Manager for all out-of-pocket
      costs, expenses and charges (together with any amounts in respect of
      Irrecoverable VAT due thereon) properly incurred by the Cash Manager in
      the performance of the Cash Management Services including any such
      costs, expenses or charges not reimbursed to the Cash Manager on any
      previous Distribution Date, Payment Date or 20th Monthly Payment Date
      (as applicable) and the Cash Manager shall supply each Funding
      Beneficiary and/or the Mortgages Trustee with an appropriate VAT invoice
      issued by the Cash Manager or, if the Cash Manager has treated the
      relevant cost, expense or charge as a disbursement for VAT purposes, by
      the person making the supply.

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

8.    Information

8.1   Use of information technology systems:


                                      23
<PAGE>


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

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

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

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

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

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

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

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

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

      (c)   monthly bank statements in relation to each of the Funding 2 Bank
            Accounts (and any additional or supplemental bank account of
            Funding 2) and that it


                                      24
<PAGE>


            furnishes a copy of such statements to Funding 2 and the Funding 2
            Security Trustee (upon its request).

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

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

8.5   Information Covenants:

      (a)   The Cash Manager shall:

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

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

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




                                      25
<PAGE>


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

      (b)   The Cash Manager shall notify the Rating Agencies and each Funding
            Security Trustee in writing of the details of (i) any material
            amendment to the Transaction Documents of which it is or becomes
            aware, (ii) the occurrence of an Intercompany Loan Event of
            Default or Potential Intercompany Loan Event of Default and (iii)
            any other information relating to the Cash Manager as the Rating
            Agencies and/or each Funding Security Trustee may reasonably
            request in connection with its obligations under this Agreement,
            PROVIDED THAT any such request by any Funding Security Trustee
            does not adversely interfere with the Cash Manager's day-to-day
            provision of the Cash Management Services under the other terms of
            this Agreement.

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

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

8.6   Together Connections Mortgage Loans and Connections Mortgage Loans:

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

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

            (ii)  do such other acts and things,


                                      26
<PAGE>


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

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

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

            (ii)  do such other acts and things,

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

9.    Remuneration

9.1   Fee payable:

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

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

9.2   Payment of fee: The cash management fee referred to in Clause 9.1 herein
      (Fee Payable) shall only be payable to the Cash Manager on each
      Distribution Date, Payment Date or 20th Monthly Payment Date (as
      applicable) in the manner contemplated by, in accordance with and
      subject to the provisions of the applicable Mortgages Trustee Priority
      of Payments, the applicable Funding Priority of Payments and the
      applicable Funding 2 Priority of Payments.

10.   Covenants, Representations and Warranties of the Cash Manager

10.1  Covenants: The Cash Manager hereby covenants with and undertakes to the
      Mortgages Trustee, each Funding Beneficiary and each Funding Security
      Trustee that



                                      27
<PAGE>


            without prejudice to any of its specific obligations hereunder:

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

      (b)   it will comply with any proper directions, orders and instructions
            which the Mortgages Trustee, the Funding Beneficiaries or the
            Funding Security Trustees may from time to time give to it in
            accordance with the provisions of this Agreement and, in the event
            of any conflict, those of the Funding Security Trustees shall
            prevail;

      (c)   it will obtain and keep in force all licences, approvals,
            authorisations and consents which are necessary in connection with
            the performance of the Cash Management Services and prepare and
            submit all necessary applications and requests for any further
            approval, authorisation, consent or licence required in connection
            with the performance of the Cash Management Services;

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

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

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

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

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

11.   Services Non-Exclusive

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

12.   Termination

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


                                      28
<PAGE>

      Termination Events") shall occur:

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

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

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

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

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

      (c)   the Cash Manager suffers an Insolvency Event,

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

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

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

            (ii)  must be a party that the Rating Agencies have previously
                  confirmed in writing to the Mortgages Trustee, each Funding
                  Beneficiary and each


                                      29
<PAGE>


                  Funding Security Trustee will not cause the then-current
                  ratings of the Notes issued by any Issuer to be reduced,
                  withdrawn or qualified.

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

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

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

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

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

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

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

12.3  Effect of Termination or Resignation:

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



                                      30
<PAGE>


            Security Trustee pursuant to this Agreement and each other
            Transaction Document to which it is a party.

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

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

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

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

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

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


                                      31
<PAGE>


12.5  General provisions relating to termination:

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

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

      (c)   On termination of the appointment of the Cash Manager under the
            provisions of this Clause 12, the Cash Manager shall be entitled
            to receive all fees and other monies accrued up to (but excluding)
            the date of termination subject to the applicable Funding Priority
            of Payments, the applicable Funding 2 Priority of Payments and/or
            the applicable Mortgages Trustee Priority of Payments, as the case
            may be, but shall not be entitled to any other or further
            compensation. Such monies so receivable by the Cash Manager shall
            be paid by Funding, Funding 2 and the Mortgages Trustee, on the
            dates on which they would otherwise have fallen due hereunder and
            under the terms of the Funding Deed of Charge, the Funding 2 Deed
            of Charge and/or the Mortgages Trust Deed, as applicable. For the
            avoidance of doubt, such termination shall not affect the Cash
            Manager's rights to receive payment of all amounts (if any) due to
            it from any Funding Beneficiary and/or the Mortgages Trustee other
            than under this Agreement.

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

13.   Further Assurances

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

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


                                      32
<PAGE>


14.   Miscellaneous

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

14.2  No recourse:

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

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

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

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

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


                                      33
<PAGE>


15.   Confidentiality

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

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

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

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

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

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

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

16.   No Partnership

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

17.   Assignment

17.1  Assignment by the Mortgages Trustee, Funding and Funding 2: Neither the
      Mortgages Trustee nor any Funding Beneficiary may assign or transfer any
      of its


                                      34
<PAGE>


      respective rights and obligations under this Agreement without the prior
      written consent of:

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

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

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

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

18.   The Funding Security Trustees

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

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


                                      35
<PAGE>


19.   New Intercompany Loan Agreements

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

20.   Non Petition Covenant; Limited Recourse

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

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

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

      (b)   in relation to Funding:

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

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


                                      36
<PAGE>


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

      (c)   in relation to Funding 2:

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

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

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

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

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

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


                                      37
<PAGE>


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

21.   Amendments and Waiver

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

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

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


                                      38
<PAGE>


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

22.   Notices

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

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

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

      (c)   in the case of Funding, to Granite Finance Funding Limited, 68
            King William Street, London EC4N 7DZ (facsimile number 020 8409
            8911) for the attention of the Company Secretary;

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

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

      (f)   in the case of the Funding 2 Security Trustee, to The Bank of New
            York, 40th Floor, One Canada Square, London, E14 5AL (facsimile
            number 020 7964 4637) for the attention of the Trustee
            Administration Manager;

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

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

      (i)   in the case of S&P, to Standard & Poor's Ratings Services, a
            division of The McGraw-Hill Companies, Inc., at 20 Cannon Square,
            Canary Wharf, London


                                      39
<PAGE>


            E14 5LH (facsimile number 020 7176 3598) for the attention of
            Heather Dyke;

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

23.   Third Party Rights

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

24.   Execution in Counterparts; Severability

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

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

25.   Governing Law and Submission to Jurisdiction

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

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

25.3  Process Agent: The Mortgages Trustee irrevocably and unconditionally
      appoints Mourant & Co. Capital (SPV) Limited at 68 King William Street,
      London EC4N 7DZ or otherwise at its registered office for the time being
      as its agent for service of process in England in respect of any
      proceedings in respect of this Agreement and undertakes that in the
      event of Mourant & Co. Capital (SPV) Limited ceasing so to act it will
      appoint another person with a registered office in London as its agent
      for service of process.

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


                                      40
<PAGE>


      any such court is not a convenient or appropriate forum.

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



                                      41
<PAGE>


                                  SCHEDULE 1
                         The Cash Management Services

The Cash Manager shall:

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

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

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

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

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

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

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

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

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


                                      42
<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      43
<PAGE>


            records of the Mortgages Trustee and each Funding Beneficiary;
            provide accounting services, including reviewing receipts and
            payments, supervising and assisting in the preparation of interim
            statements and final accounts and supervising and assisting in the
            preparation of Tax returns;

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

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

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

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

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

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

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

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

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


                                      44
<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      45
<PAGE>


      (y)   provide services in relation to Swap Collateral or Funding Swap
            Collateral (including, without limitation, in connection with the
            transfer, receipt, administration and/or holding of Swap
            Collateral or Funding Swap Collateral, the making of calculations,
            determinations, communications or valuations, the opening and
            maintenance of the Funding Swap Collateral Accounts, the Funding 2
            Swap Collateral Accounts, the Funding Swap Collateral Ledger and
            the Funding 2 Swap Collateral Ledger; and the entering into of
            Funding Swap Collateral Ancillary Documents and Funding 2 Swap
            Collateral Ancillary Documents); and

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





                                      46
<PAGE>

                                  SCHEDULE 2
                  Cash Management and Maintenance of Ledgers

1.    Determination

      Mortgage Trustee

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

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

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

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

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

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

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

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

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



                                      47
<PAGE>


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

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

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

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

      Funding

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

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

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

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


                                      48
<PAGE>


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

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

<TABLE>
<CAPTION>
<S>                                                          <C>   <C>
                              remaining Mortgages Trustee
                              Available Revenue Receipts     x     Group 1 Share Percentage
                              allocated to Funding
</TABLE>

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

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

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

<TABLE>
<CAPTION>
<S>                                                          <C>   <C>
                              remaining Mortgages Trustee    x     Group 2  Share Percentage
                              Available Revenue Receipts
</TABLE>


                                      49
<PAGE>

                              allocated to Funding

                  (iii) either:

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

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

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

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

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

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

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

                        (I)   the principal amount due on the Intercompany
                              Loans of all Group 1 Issuers equal to the
                              Controlled Amortisation Instalments due for
                              non-Money Market Notes, if any,


                                      50
<PAGE>


                              on the Payment Date for Group 1 Issuers
                              immediately succeeding such Distribution Date
                              (in each case determined on the assumption that
                              the Issuer Reserve Requirement, the Issuer
                              Arrears Test and the Subordinated Principal Test
                              are satisfied on that Payment Date); and

                        (II)  an amount equal to:

<TABLE>
<CAPTION>
<S>                                                                  <C>    <C>
                              Mortgages Trustee Principal
                              Receipts plus any amounts standing            Group 1 Share
                              to the credit of the Funding           x      Percentage
                              Principal Ledger (less any amounts
                              applied in paragraph (i) above)
</TABLE>

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

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

                        (III) an amount equal to:

<TABLE>
<CAPTION>
<S>                                                            <C>   <C>
                              Mortgages Trustee Principal
                              Receipts plus any amounts
                              standing to the credit of        x     Group 2 Share Percentage
                              the Funding Principal Ledger
                              (less any amounts applied
                              in paragraph (i) above)
</TABLE>
            (iii) either:

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

                  (B)   an amount in respect of all Group 2 Issuers towards
                        any principal amounts remaining which will be due and
                        payable



                                      51
<PAGE>


                        (taking into account the amount determined under
                        paragraphs 1(d)(i)(B) and 1(d)(ii)(B) above) on the
                        immediately succeeding Payment Date under such
                        Issuers' Intercompany loans (in each case determined
                        on the assumption that the Issuer Reserve Requirement,
                        the Issuer Arrears Test and the Subordinated Principal
                        Test are satisfied on that Payment Date).

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

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

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

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

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

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

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

            (ii)  the amount of any Issuer Allocable Principal Receipts for
                  each Funding Issuer to be applied on the following Payment
                  Date in



                                      52
<PAGE>


                  accordance with the Funding Pre-Enforcement Principal
                  Priority of Payments; and

            (iii) the amount of any Group 1 Shared Issuer Revenue Receipts or
                  Group 2 Shared Issuer Revenue Receipts and Group 1 Shared
                  Issuer Principal and Group 2 Receipts Shared Issuer
                  Principal Receipts to be applied on the following Payment
                  Date in accordance with the Funding Priority of Payments.

      Funding 2

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

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

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

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

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

            (ii)  the aggregate amount of any Funding 2 Available Principal
                  Receipts to be applied on all Monthly Payment Dates falling
                  in the relevant Monthly Payment Period in accordance the
                  Funding 2 Pre-Enforcement Principal Priority of Payments;

            (iii) the amount required to satisfy each of the payments and
                  provisions in items (A) to (X) of the Funding 2
                  Pre-Enforcement Revenue Priority of Payments due on each
                  Monhtly Payment Date falling in the relevant Monthly Payment
                  Period and the aggregate of all such amounts; and

            (iv)  the amount required to satisfy each of the payments and
                  provisions in each item of the Funding 2 Pre-Enforcement
                  Principal Priority of Payments due on each Monthly Payment
                  Date falling in the relevant Monthly Payment Period and the
                  aggregate of all such amounts.

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

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


                                      53
<PAGE>


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

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

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

      (j)   The Cash Manager shall:

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

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

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

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

2.    Notification of Determinations

      The Cash Manager shall cause:

                                      54
<PAGE>


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

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

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

3.    Priority of Payments for Mortgages Trustee Available Revenue Receipts

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

4.    Priority of Payments for Mortgages Trustee Principal Receipts

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



                                      55
<PAGE>


      as the same may be distributed in accordance with the Mortgages Trust
      Deed, retain Cash in the Mortgages Trustee GIC Account in the amount of
      any net credit on the Non-Flexible Overpayments Sub Ledger.

5.    Priority of Payments for Funding Available Revenue Receipts

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

6.    Priority of Payments for Funding Available Principal Receipts

      Group 1 Available Principal Receipts and Group 2 Available Principal
      Receipts (including Issuer Allocable Principal Receipts) will be applied
      by the Cash Manager on each Payment Date until enforcement of the
      Funding Security pursuant to the Funding Deed of Charge or until such
      time as there are no outstanding Funding Secured Obligations, in making
      such payments and provisions in the order of priority (in each case only
      if and to the extent that payments or provisions of a higher priority
      have been made in full) set out in Part II of Schedule 3 to the Funding
      Deed of Charge.

7.    Priority of Payments for Funding 2 Available Revenue Receipts

      (a)   Prior to the enforcement of the Funding 2 Security, on or prior to
            the first day of each Monthly Payment Period, the Cash Manager
            will, subject to the rules for application of Funding 2 Available
            Revenue Receipts and the rules for application of Funding 2
            Available Revenue Receipts following the occurrence of a
            Pass-Through Trigger Event during a Monthly Payment Period set out
            in Parts I and IV respectively of Schedule 3 to the Funding 2 Deed
            of Charge, allocate the Funding 2 Available Revenue Receipts
            towards the payments and provisions in respect of amounts due on
            all Monthly Payment Dates falling in such Monthly Payment Period
            in the order of priority set out in the Funding 2 Pre-Enforcement
            Revenue Priority of Payments (in each case only if and to the
            extent that payments or provisions of a higher priority in respect
            of amounts due on any Monthly Payment Date falling in such Monthly
            Payment Period have been made or provided for in full). The
            Funding 2 Available Revenue Receipts so allocated will not be
            applied in satisfaction of any payment or provision until the
            Monthly Payment Date in such Monthly Payment Period on which such
            payment or provision is required to be made.

      (b)   The allocation of Funding 2 Available Revenue Receipts towards the
            payments and provisions in respect of amounts due under any item
            of the


                                      56
<PAGE>


            Funding 2 Pre-Enforcement Revenue Priority of Payments on all
            Monthly Payment Dates falling in such Monthly Payment Period shall
            be made in no order of priority but in proportion to the
            respective amounts due under such item (in each case only if and
            to the extent that payments or provisions of a higher priority in
            respect of amounts due under such item on any Monthly Payment Date
            falling in such Monthly Payment Period have been made in full).

      (c)   On the date of which the Funding 2 Available Revenue Receipts are
            allocated in accordance with sub-paragraph (a) above, the Cash
            Manager shall record in the appropriate sub-ledgers and
            sub-sub-ledgers to the Funding 2 Intercompany Loan Ledger the
            amount of the Funding 2 Available Revenue Receipts allocated to
            make payments of interest and other amounts (other than principal)
            due under each applicable Loan Tranche on any Monthly Payment Date
            falling in the relevant Monthly Payment Period.

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

      (e)   For the avoidance of doubt, in relation to the payment of interest
            and other amounts (other than principal) due in respect of a Loan
            Tranche on any Monthly Payment Date falling in a Monthly Payment
            Period prior to the enforcement of the Funding 2 Security pursuant
            to the Funding 2 Deed of Charge, the amount of Funding 2 Available
            Revenue Receipts allocated to payment of such amounts on such
            Monthly Payment Date will be the amount of Funding 2 Available
            Revenue Receipts recorded in the applicable sub-ledger (and
            sub-sub-ledger) to the Funding 2 Intercompany Loan Ledger in
            respect of such Loan Tranche.

8.    Priority of Payments for Funding 2 Available Principal Receipts

      (a)   On or prior to the first day of the relevant Monthly Payment
            Period, and until enforcement of the Funding 2 Security pursuant
            to the Funding 2 Deed of Charge, the Funding 2 Available Principal
            Receipts shall be allocated towards the payments and provisions in
            respect of amounts due on all Monthly Payment Dates falling in
            such Monthly Payment Period in the order of priority set out in
            the Funding 2 Pre-Enforcement Principal Priority of Payments (in
            each case only if and to the extent that payments or provisions of
            a higher priority in respect of amounts due on any Monthly Payment
            Date falling in such Monthly Payment Period have been made in
            full). The Funding 2 Available Principal Receipts so allocated
            will not be applied in satisfaction of


                                      57
<PAGE>


            any payment or provision until the Monthly Payment Date in such
            Monthly Payment Period on which such payment or provision is
            required to be made.

      (b)   The allocation of Funding 2 Available Principal Receipts towards
            the payments and provisions in respect of amounts due under any
            item of the Funding 2 Pre-Enforcement Principal Priority of
            Payments on all Monthly Payment Dates falling in such Monthly
            Payment Period shall be made in no order of priority but in
            proportion to the respective amounts due under such item (in each
            case only if and to the extent that payments or provisions of a
            higher priority in respect of amounts due under such item on any
            Monthly Payment Date falling in such Monthly Payment Period have
            been made in full).

      (c)   On the date of which the Funding 2 Available Principal Receipts
            are allocated in accordance with sub-paragraph (a) above, the Cash
            Manager shall record in the appropriate sub-ledgers and
            sub-sub-ledgers to the Funding 2 Intercompany Loan Ledger the
            amount of the Funding 2 Available Principal Receipts allocated to
            make repayments of principal due under each applicable Loan
            Tranche on any Monthly Payment Date falling in the relevant
            Monthly Payment Period.

      (d)   On each Monthly Payment Date falling in the relevant Monthly
            Payment Period and until enforcement of the Funding 2 Security
            pursuant to the Funding 2 Deed of Charge or until such time as
            there are no outstanding Funding 2 Secured Obligations, the amount
            of Funding 2 Available Principal Receipts so allocated in
            accordance with sub-paragraph (a) above towards each payment and
            provision in respect of amounts due on the relevant Monthly
            Payment Date shall be applied to the making of such payment or
            provision.

      (e)   For the avoidance of doubt, in relation to the repayment of
            principal due in respect of a Loan Tranche on any Monthly Payment
            Date falling in a Monthly Payment Period prior to the enforcement
            of the Funding 2 Security pursuant to the Funding 2 Deed of
            Charge, the amount of Funding 2 Available Principal Receipts
            allocated to payment of such amounts on such Monthly Payment Date
            will be the amount of Funding 2 Available Principal Receipts
            recorded in the applicable sub-ledger (and sub-sub-ledger) to the
            Funding 2 Intercompany Loan Ledger in respect of such Loan
            Tranche.

9.    Other Payments

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

      (a)   if any amount has been received from a Borrower for the express
            purpose of payment being made to a third party for the provision
            of a service (including


                                      58
<PAGE>


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

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

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

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

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

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

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

10.   Use of Ledgers


                                      59
<PAGE>


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

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

11.   Revenue Ledger

      The Cash Manager shall ensure that:

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

            (i)   all Revenue Receipts; and

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

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

12.   Principal Ledger

      The Cash Manager shall ensure that:

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

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

13.   Losses Ledger

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

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


                                      60
<PAGE>


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

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

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

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

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

15.   Funding Revenue Ledger

      The Cash Manager shall ensure that:

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

            (i)   all Funding Revenue Receipts;

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

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

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

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


                                      61
<PAGE>


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

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

16.   Issuer Reserve Fund Ledger

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

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

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

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

17.   Issuer Liquidity Reserve Ledger

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

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

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

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

18.   Funding Principal Ledger

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

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

            (i)   all Funding Principal Receipts;


                                      62
<PAGE>


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

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

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

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

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

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

19.   Funding Principal Deficiency Ledger

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

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

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


                                      63
<PAGE>


20.   Funding Reserve Ledger

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

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

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

21.   Funding Intercompany Loan Ledger

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

22.   Funding Swap Collateral Ledger

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

23.   Funding 2 Revenue Ledger

      The Cash Manager shall ensure that:

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

            (i)   all Funding 2 Revenue Receipts;

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

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

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

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

24.   Funding 2 Principal Ledger


                                      64
<PAGE>


      The Cash Manager shall ensure that:

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

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

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

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

            (i)   the aggregate amount of principal repaid on the Funding 2
                  Intercompany Loan Agreements (excluding principal repaid
                  from Funding 2 Principal Receipts, credited to the Funding 2
                  Cash Accumulation Ledger) pursuant to paragraph 8 (Priority
                  of Payments for Funding 2 Available Principal Receipts)
                  herein, excluding the amount of any principal repaid which
                  is debited to the Funding 2 Cash Accumulation Ledger;

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

25.   Funding 2 Cash Accumulation Ledger

      The Cash Manager shall ensure that:

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

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

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

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

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

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


                                      65
<PAGE>


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

26.   Funding 2 Principal Deficiency Ledger

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

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

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

            (ii)  any amount required to be debited to the Funding 2 Principal
                  Ledger (under paragraph 24(b)(ii) above) and/or any amount
                  required to be debited to the Funding 2 Cash Accumulation
                  Ledger (under paragraph 25(b)(ii) above);

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

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

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

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

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

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

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

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


                                      66
<PAGE>


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

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

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

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

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

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

27.   Funding 2 Reserve Ledger

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

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

28.   Funding 2 Liquidity Reserve Ledger

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

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

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

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

29.   Funding 2 Liquidity Facility Ledger


                                      67
<PAGE>


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

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

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

30.   Funding 2 Swap Collateral Ledger

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

31.   Funding 2 Intercompany Loan Ledger

      The Cash Manager shall ensure that:

      (a)   the followings amounts shall be credited to the sub-ledger for
            each Loan Tranche to the Funding 2 Intercompany Loan Ledger:

            (i)   the amount of Funding 2 Available Revenue Receipts allocated
                  to make payments of interest and other amounts (other than
                  principal) due under the relevant Loan Tranche on each
                  Monthly Payment Date;

            (ii)  the amount of Funding 2 Available Princpal Receipts
                  allocated to make repayments of principal due under the
                  relevant Loan Tranche on each Monthly Payment Date;

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

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

32.   Overpayments Ledger

      The Cash Manager shall ensure that:

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

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

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


                                      68
<PAGE>


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

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

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

33.   Non-Flexible Underpayments Ledger

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

34.   Re-Draws Ledger

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

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

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

35.   Further Draws Ledger

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

36.   Records

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




                                      69
<PAGE>


<TABLE>
<CAPTION>
                                          SCHEDULE 3A
                          Form of Mortgages Trustee Quarterly Report

<S>                                     <C>               <C>                 <C>
Granite Finance Trustees Limited
Memorandum of Account

Period Ended                                               This Quarter       Prior Quarter
                                                           (GBP) 000's        (GBP) 000's

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

Granite Finance Trustees Limited
Balance Sheet

Period Ended
                                         (GBP)                    (GBP)
Fixed Asset Investments

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

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

Share Capital                                              0
Reserves                                                   0

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

                                         Diff              0


                                      70
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                         SCHEDULE 3B
                               Form of Funding Quarterly Report


<S>                                               <C>                           <C>
Granite Finance Funding Limited
Profit & Loss Account

Period Ended                                      This Quarter                  Prior Quarter

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


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

Net Operating Income                              0                             0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on ordinary                           0                             0
activities before tax

Taxation

Profit/loss on ordinary                           0                             0
activities after tax

Dividend                                          0                             0

Retained profit brought forward                   0                             0

Retained profit for the year                      0                             0



                                             71
</TABLE>

<PAGE>





<TABLE>
<CAPTION>
Granite Finance Funding Limited
Balance Sheet

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

Beneficial Interest in Mortgage Portfolio                                0

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

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

Net current assets                                                       0

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

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

Share Capital                                                            0
Reserves                                                                 0

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

                                                      Diff               0


                                             72
</TABLE>


<PAGE>



Granite Finance Funding Limited
Notes to Balance Sheet

Period Ended

Balance on Cash Accumulation Ledger                   0

Available Credit Enhancement

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

Issuer Principal Deficiency Ledger                    AAA         AA        BBB

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

Subordinated Loan Outstanding

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




                                             73
<PAGE>



                                  SCHEDULE 3C

<PAGE>



                      Form of Funding 2 Quarterly Report

Granite Finance Funding 2 Limited
Profit & Loss Account

Period Ended                                This Quarter         Prior Quarter

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


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

Net Operating Income                        0                    0

Other Income

Operating Expenses
Deferred Consideration

Profit/loss on ordinary                     0                    0
activities before tax

Taxation

Profit/loss on ordinary                     0                    0
activities after tax

Dividend                                    0                    0

Retained profit brought forward             0                    0

Retained profit for the year                0                    0





                                      74
<PAGE>



<TABLE>
<CAPTION>
Granite Finance Funding 2 Limited
Balance Sheet

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

Beneficial Interest in Mortgage Portfolio                                             0

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

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

Net current assets                                                                    0

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

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

Share Capital                                                                         0
Reserves                                                                              0

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

                                                                   Diff               0

                                      75
</TABLE>


<PAGE>



Granite Finance Funding 2 Limited
Notes to Balance Sheet

Period Ended

Balance on Cash Accumulation Ledger           0

Available Credit Enhancement

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

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

Subordinated Loan Outstanding

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




                                      76
<PAGE>


                                  SCHEDULE 4
                  Cash Manager Representations and Warranties

The Cash Manager makes the following representations and warranties to each of
the Mortgages Trustee, Funding, Funding 2, the Security Trustee and the
Funding 2 Security Trustee:

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

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

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

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

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

      (b)   conflict with its constitutional documents; or

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

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

6.    Consents and Licenses: All governmental consents, licences and other
      approvals and authorisations required by it (in its capacity as Cash
      Manager) in connection with the entry into, performance, validity and
      enforceability of, and the transactions contemplated by, the Transaction
      Documents have been obtained or effected (as appropriate) and are in
      full force and effect.

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




                                      77
<PAGE>


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

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

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

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

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

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

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

10.   Ranking of Claims:

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

11.   Information in Prospectus and Reg S Prospectus:

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

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



                                      78
<PAGE>



                                EXECUTION PAGE

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

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


Name:



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

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


Name:








as a Beneficiary

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

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


Name:








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

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


Name:



                                      79
<PAGE>



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

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


Name:



                                      80