AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT

                                                                     Exhibit 4.8



                                                                  EXECUTION COPY

                AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT

                                17 OCTOBER 2006

                                  HALIFAX PLC
                         (as CASH MANAGER and SELLER)

                                      AND

                      PERMANENT MORTGAGES TRUSTEE LIMITED
                            (as MORTGAGES TRUSTEE)

                                      AND

                       PERMANENT FUNDING (NO. 1) LIMITED
                                (as FUNDING 1)

                                      AND

                       PERMANENT FUNDING (NO. 2) LIMITED
                                (as FUNDING 2)

                                      AND

                             THE BANK OF NEW YORK
        (as FUNDING 1 SECURITY TRUSTEE and FUNDING 2 SECURITY TRUSTEE)

                                 ALLEN & OVERY
                               ALLEN & OVERY LLP

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                                   CONTENTS

CLAUSE                                                                     PAGE

1.    Definitions and Interpretation..........................................2
2.    Appointment of Cash Manager.............................................2
3.    The Services............................................................3
4.    Payments, Accounts, Ledgers.............................................4
5.    Early Repayment Fees....................................................9
6.    Swaps...................................................................9
7.    No Liability...........................................................10
8.    Costs and Expenses.....................................................10
9.    Information............................................................11
10.   Remuneration...........................................................13
11.   Covenants of Cash Manager..............................................13
12.   Services Non-Exclusive.................................................14
13.   Termination............................................................14
14.   Further Assurance......................................................17
15.   Miscellaneous..........................................................17
16.   Confidentiality........................................................18
17.   Notices................................................................19
18.   No Partnership.........................................................20
19.   Assignment.............................................................20
20.   Amendments and Consents................................................20
21.   Amendments and Consents......................ERROR! BOOKMARK NOT DEFINED.
22.   Exclusion of Third Party Rights........................................21
23.   Counterparts...........................................................21
24.   Severability...........................................................21
25.   Governing Law and Submission to Jurisdiction...........................21

SCHEDULE

1.    The Cash Management Services...........................................22
2.    Cash Management and Maintenance of Ledgers.............................24
3.    Form of Funding 1 Quarterly Report.....................................35
4.    Form of Funding 2 Quarterly Report.....................................37

Signatories..................................................................39

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THIS AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT (this AGREEMENT) is made on
17 October 2006

BETWEEN:

(1)   HALIFAX PLC, a public limited company incorporated under the laws of
      England and Wales whose registered office is at Trinity Road, Halifax,
      West Yorkshire HX1 2RG, in its capacity as CASH MANAGER;

(2)   HALIFAX PLC, a public limited company incorporated under the laws of
      England and Wales whose registered office is at Trinity Road, Halifax,
      West Yorkshire HX1 2RG, in its capacity as SELLER of the Loans and one of
      the BENEFICIARIES;

(3)   PERMANENT MORTGAGES TRUSTEE LIMITED (registered number 83116), a private
      company incorporated under the laws of Jersey, Channel Islands whose
      registered office is at 47 Esplanade, St. Helier, Jersey, JE1 0BD,
      Channel Islands, in its capacity as the MORTGAGES TRUSTEE;

(4)   PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660), a private
      limited company incorporated under the laws of England and Wales whose
      registered office is at 35 Great St. Helen's London EC3A 6AP, in its
      capacity as FUNDING 1 and one of the BENEFICIARIES;

(5)   PERMANENT FUNDING (NO. 2) LIMITED (registered number 4441772), a private
      limited company incorporated under the laws of England and Wales whose
      registered office is at 35 Great St. Helen's London EC3A 6AP, in its
      capacity as FUNDING 2 and one of the BENEFICIARIES;

(6)   THE BANK OF NEW YORK, a New York banking corporation acting through its
      offices at 48th Floor, One Canada Square, London E14 5AL, acting in its
      capacity as FUNDING 1 SECURITY TRUSTEE, which expression shall include
      such company and all other persons or companies for the time being acting
      as Funding 1 Security Trustee (or co-trustee) pursuant to the terms of
      the Funding 1 Deed of Charge; and

(7)   THE BANK OF NEW YORK, a New York banking corporation acting through its
      offices at 48th Floor, One Canada Square, London E14 5AL, acting in its
      capacity as FUNDING 2 SECURITY TRUSTEE, which expression shall include
      such company and all other persons or companies for the time being acting
      as Funding 2 Security Trustee (or co-trustee) pursuant to the terms of
      the Funding 2 Deed of Charge.

WHEREAS:

(A)   On the Initial Closing Date and on several subsequent dates, the Seller
      agreed to sell and assign certain mortgage loans (together with their
      related security) it had originated to the Mortgages Trustee. The
      Mortgage Trustee holds the assigned mortgage loans as bare trustee for
      Funding 1, the Seller and, as of the Programme Date, Funding 2, pursuant
      to the terms of the Mortgages Trust Deed.

(B)   On the Initial Closing Date and several subsequent Closing Dates, Funding
      1 has used the proceeds of Funding 1 Intercompany Loans granted to it by
      Funding 1 Issuers to pay the Seller for an increased share in the
      Mortgages Trust. As of the Programme Date, Funding 1 may continue to use
      the proceeds of Funding 1 Intercompany Loans and Funding 2 may use the
      proceeds of Loan Tranches advanced under the Master Intercompany Loan
      Agreement to pay the Mortgages Trustee for an increased share in the
      Mortgages Trust.

(C)   The Cash Manager has agreed to provide Cash Management Services to the
      Mortgages Trustee, Funding 1 and Funding 1 Security Trustee on the terms
      and subject to the conditions contained in the

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      Cash Management Agreement made on 12 June 2002 and, as of the Programme
      Date, to Funding 2 and the Funding 2 Security Trustee as amended and
      restated on 22 March 2006 (the CASH MANAGEMENT AGREEMENT) in relation to,
      inter alia, the Trust Property.

(D)   The parties to the Cash Management Agreement, Funding 2 and the Funding 2
      Security Trustee have agreed to amend and restate the terms of that
      Agreement as set out herein.

IT IS HEREBY AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   The amended and restated master definitions and construction schedule
      signed by, amongst others, the parties to this Agreement and dated 17
      October 2006 (as the same may be amended, varied or supplemented from
      time to time with the consent of the parties to this Agreement) (the
      MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) is expressly and
      specifically incorporated into this Agreement and, accordingly, the
      expressions defined in the Master Definitions and Construction Schedule
      (as so amended, varied or supplemented from time to time) shall, except
      where the context otherwise requires and save where otherwise defined
      herein, have the same meanings in this Agreement, including the Recitals
      hereto and this Agreement shall be construed in accordance with the
      interpretation provisions set out in clause 2 of the Master Definitions
      and Construction Schedule.

1.2   This Agreement amends and restates the Cash Management Agreement made on
      14 June 2002 as amended and restated on 22 March 2006 (the PRINCIPAL
      AGREEMENT). As of the date of this Agreement, any future rights or
      obligations (excluding such obligations accrued to the date of this
      Agreement) of a party under the Principal Agreement shall be extinguished
      and shall instead be governed by this Agreement.

1.3   Any reference in this Agreement to any discretion, power or right on the
      part of the Mortgages Trustee shall be exercised by the Mortgages Trustee
      only as directed by the Beneficiaries but subject in each case to the
      provisions of Clause 16 of the Mortgages Trust Deed.

2.    APPOINTMENT OF CASH MANAGER

2.1   APPOINTMENT

      Until termination pursuant to Clause 13, the Mortgages Trustee, Funding
      1, Funding 2, the Funding 1 Security Trustee and the Funding 2 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, including in relation to:

      (a)    the Mortgages Trust;

      (b)    Funding 1; and

      (c)    Funding 2,

      and the Cash Manager in each case hereby accepts such appointment on the
      terms and subject to the conditions of this Agreement.

2.2   DUTIES PRESCRIBED BY TRANSACTION DOCUMENTS

      For the avoidance of doubt and in connection with the powers conferred
      under Clause 2.1, save as expressly provided elsewhere in this Agreement,
      nothing herein shall be construed so as to give the

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      Cash Manager any powers, rights, authorities, directions or obligations
      other than as specified in this Agreement or any of the other Transaction
      Documents.

2.3   APPOINTMENT CONDITIONAL UPON ISSUANCE OF FIRST ISSUER NOTES

      The appointment pursuant to Clause 2.1 is conditional upon the issue of
      the First Issuer Notes and the making of the First Issuer Term Advances
      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 14 June 2002, or
      such later date as the First Issuer and the Lead Manager may agree this
      Agreement shall cease to be of further effect.

2.4   APPOINTMENT CONDITIONAL UPON ACQUISITION OF A BENEFICIAL INTEREST

      The appointment pursuant to Clause 2.1 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 Trust
      Property Assignment Agreement and shall take effect upon and as of the
      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 17
      October 2006, 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
      2.1 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, the Schedules to this Agreement) (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, Funding 1 and
      Funding 2 and shall prepare and submit, or procure the preparation and
      submission of, on behalf of the Mortgages Trustee, Funding 1 and Funding
      2, 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, Funding 1 and
      Funding 2 and shall, so far as it is reasonably able to 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, Funding 1 and Funding 2 with all applicable legal
      requirements and with the terms of the Transaction Documents to which
      each of the Mortgages Trustee and/or Funding 1 and/or Funding 2 is a
      party, PROVIDED ALWAYS THAT the Cash Manager shall not lend or provide
      any sum to the Mortgages Trustee, Funding 1 or Funding 2 (other than as
      expressly contemplated by the Transaction Documents) and the Cash Manager
      shall have no liability whatsoever to the Mortgages Trustee, Funding 1,
      Funding 2, the Funding 1 Security Trustee, the Funding 2 Security Trustee
      or any other person for any failure by the Mortgages Trustee, Funding 1
      or Funding 2 to make any payment due 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 Servicer, Funding 1 Swap
      Provider, Funding 2 Swap Provider or in any

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      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, Funding
      1, Funding 2, the Funding 1 Security Trustee and the Funding 2 Security
      Trustee on demand on an after Tax basis 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 Cash
      Manager) in relation to such functions.

(b)   For the avoidance of doubt, the Cash Manager shall not be liable in
      respect of any loss, liability, claim, expense or damage suffered or
      incurred by the Mortgages Trustee, Funding 1, Funding 2, the Funding 1
      Security Trustee, the Funding 2 Security Trustee and/or any other person
      as a result of the proper performance of the Cash Management Services 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 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 Cash Manager) in relation to such functions.

4.    PAYMENTS, ACCOUNTS, LEDGERS

4.1   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 create or permit to subsist
      any Security Interest in relation to the Mortgages Trustee GIC Account
      (but without prejudice to the Mortgages Trust).

(b)   The Cash Manager hereby confirms that the Funding 1 GIC Account has been
      established on or before the date hereof pursuant to the Bank Account
      Agreement and the Funding 1 Guaranteed Investment Contract and that the
      Funding 1 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 1 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 1 GIC Account other than as created under or
      permitted pursuant to the Funding 1 Deed of Charge.

(c)   The Cash Manager hereby confirms that the Funding 1 Transaction Account
      has been established on or before the date hereof and that the Funding 1
      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 1 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 1 Transaction Account other than as created under
      or permitted pursuant to the Funding 1 Deed of Charge.

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(d)   The Cash Manager hereby confirms that the Funding 2 GIC Account has been
      established on or before the Programme Date pursuant to the 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 Programme Date. The Cash Manager undertakes (to the extent to which
      the same is within its control) that at the 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.

(e)   The Cash Manager hereby confirms that the Funding 2 Transaction Account
      has been established on or before the Programme Date and that the Funding
      2 Transaction Account Mandate in the agreed form will apply thereto at
      the Programme Date. The Cash Manager undertakes (to the extent to which
      the same is within its control) that at the 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.

4.2   MORTGAGES TRUSTEE LEDGERS

(a)   The Cash Manager shall open and maintain in the books of the Mortgages
      Trustee certain ledgers to be known as the Revenue Ledger and the
      Principal Ledger which shall together reflect the aggregate of all
      amounts of cash standing to the credit of the Mortgages Trustee GIC
      Account from time to time.

(b)   The Cash Manager shall also open and maintain in the books of the
      Mortgages Trustee certain ledgers to be known as the Losses Ledger and
      the Funding 1 Share/Funding 2 Share/Seller Share Ledger.

(c)   The Cash Manager shall make credits and debits to the Mortgages Trustee
      Ledgers in the manner described in SCHEDULE 2.

4.3   FUNDING 1 LEDGERS

(a)   The Cash Manager shall open and maintain in the books of Funding 1
      certain ledgers to be known as the Funding 1 Revenue Ledger, the Funding
      1 Principal Ledger, the Funding 1 General Reserve Ledger, the Funding 1
      Cash Accumulation Ledger and, if the Funding 1 Liquidity Reserve Fund is
      established, the Funding 1 Liquidity Reserve Ledger which shall together
      reflect the aggregate of all amounts of cash standing to the credit of
      the Funding 1 GIC Account and the Funding 1 Transaction Account and all
      amounts invested in Authorised Investments purchased from amounts
      standing to the credit of the Funding 1 GIC Account and the Funding 1
      Transaction Account from time to time.

(b)   The Cash Manager shall also open and maintain in the books of Funding 1
      certain ledgers to be known as (i) the Funding 1 Principal Deficiency
      Ledger, which comprised, on the Initial Closing Date, three sub-ledgers
      known as the AAA Principal Deficiency Sub Ledger, the AA Principal
      Deficiency Sub Ledger and the BBB Principal Deficiency Sub Ledger, and
      shall comprise on the Fourth Issuer Closing Date, four sub-ledgers known
      as the AAA Principal Deficiency Sub Ledger, the AA Principal Deficiency
      Sub Ledger, the A Principal Deficiency Sub Ledger, and the BBB Principal
      Deficiency Sub Ledger (ii) the Funding 1 Intercompany Loan Ledger and
      (iii) the Funding 1 Liquidity Facility Ledger. If Funding 1 enters into
      New Intercompany Loan Agreements and the New Term Advances advanced
      thereunder have different Term Advance Ratings to the Term Advance
      Ratings assigned to the existing Term Advances (including the Fourth
      Issuer Term Advances), then the Cash Manager shall establish new
      sub-ledgers in respect of the Funding 1 Principal Deficiency Ledger,
      which shall correspond to the Term Advance Ratings assigned to each such
      New Term Advance.

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(c)   The Cash Manager shall make credits and debits to the Funding 1 Ledgers
      in accordance with the provisions of SCHEDULE 2.

4.4   FUNDING 2 LEDGERS

(a)   The Cash Manager shall open and maintain in the books of Funding 2
      certain ledgers to be known as the Funding 2 Revenue Ledger, the Funding
      2 Principal Ledger, the Funding 2 General Reserve Ledger, the Funding 2
      Cash Accumulation Ledger and, if the Funding 2 Liquidity Reserve Fund is
      established, the Funding 2 Liquidity Reserve Ledger which shall together
      reflect the aggregate of all amounts of cash standing to the credit of
      the Funding 2 GIC Account and the Funding 2 Transaction Account and all
      amounts invested in Authorised Investments purchased from amounts
      standing to the credit of the Funding 2 GIC Account and the Funding 2
      Transaction Account from time to time.

(b)   The Cash Manager shall also open and maintain in the books of Funding 2
      certain ledgers to be known as (i) the Funding 2 Principal Deficiency
      Ledger, which comprised, on the Programme Date, five sub-ledgers 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 (ii)
      the Master Intercompany Loan Ledger, to be divided into sub-ledgers each
      of which shall record payments made under each Loan Tranche.

(c)   The Cash Manager shall make credits and debits to the Funding 2 Ledgers
      in accordance with the provisions of SCHEDULE 2.

4.5   BANK ACCOUNTS

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

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

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

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

      and the Cash Manager shall procure that all interest earned on the
      Mortgages Trustee GIC Account is credited to such account.

(b)   The Cash Manager shall procure that the following amounts are paid into
      the Funding 1 GIC Account:

      (i)    all Funding 1 Revenue Receipts;

      (ii)   all Funding 1 Principal Receipts;

      (iii)  all amounts received by Funding 1 pursuant to the Funding 1 Swap
             Agreement; and

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      (iv)   any other amounts whatsoever received by or on behalf of Funding 1
             after the Initial Closing Date,

      and the Cash Manager shall procure that all interest earned on the
      Funding 1 Bank Accounts and all investment proceeds from Authorised
      Investments purchased from amounts standing to the credit of the Funding
      1 GIC Account are credited to such account.

(c)   The Cash Manager shall procure that all Liquidity Drawings under the
      Funding 1 Liquidity Facility are paid into the Funding 1 Transaction
      Account.

(d)   The Cash Manager shall procure that all transfers and withdrawals of
      amounts standing to the credit of the Funding 1 Transaction Account and
      the Funding 1 GIC Account shall be made in accordance with the provisions
      of the Funding 1 Deed of Charge.

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

      (i)    all Funding 2 Revenue Receipts;

      (ii)   all Funding 2 Principal Receipts;

      (iii)  all amounts received by Funding 2 pursuant to the Funding 2 Swap
             Agreement; and

      (iv)   any other amounts whatsoever received by or on behalf of Funding 2
             after the Programme Date,

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

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

(g)   Each of the payments into the Mortgages Trustee GIC Account, the Funding
      1 GIC Account, the Funding 1 Transaction Account, the Funding 2 GIC
      Account and the Funding 2 Transaction Account referred to in Clauses
      4.5(a), (b), (c), (d), (e) and (f) shall be made forthwith upon receipt
      by the Mortgages Trustee, Funding 1, Funding 2 or the Cash Manager, as
      the case may be, of the amount in question.

(h)   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 GIC Account, the
      Funding 1 Transaction Account, the Funding 1 GIC Account, the Funding 2
      Transaction Account and/or the Funding 2 GIC Account 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.

(i)   The Cash Manager shall promptly notify each of the Mortgages
      Trustee,Funding 1 and/or the Funding 1 Security Trustee (in the case of
      Funding 1 Bank Accounts), Funding 2 and/or the Funding 2 Security Trustee
      (in the case of Funding 2 Bank Accounts) (as applicable) of any
      additional account which supplements or replaces any account specifically
      referred to in the definitions of the "Mortgages Trustee GIC Account",
      the "Funding 1 Transaction Account", the "Funding 1 GIC Account", the
      "Funding 2 Transaction Account" or the "Funding 2 GIC Account", as the
      case may be, in the Master Definitions and Construction Schedule.

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(j)   Each of the Cash Manager, the Mortgages Trustee, Funding 1 (in the case
      of Funding 1 Bank Accounts) and Funding 2 (in the case of Funding 2 Bank
      Accounts) undertakes that, so far as it is able to procure the same, the
      Mortgages Trustee GIC Account, the Funding 1 Transaction Account, the
      Funding 1 GIC Account, the Funding 2 Transaction Account and the Funding
      2 GIC Account and all instructions and Mandates in relation thereto will
      continue to be operative and will not, save as provided in Clause 4.7
      below or as permitted pursuant to the Bank Account Agreement be changed
      without the prior written consent of the Funding 1 Security Trustee
      and/or the Funding 2 Security Trustee (as applicable) (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 Funding 1, Funding 2 and/or the
      Mortgages Trustee, without the prior written consent of the Funding 1
      Security Trustee and/or the Funding 2 Security Trustee (as applicable),
      in accordance with Clause 4.2 of the Bank Account Agreement.

(k)   The Cash Manager and Funding 1 agree that the Cash Manager shall procure
      that (i) the tranche of the Advance being made available to Funding 1
      pursuant to paragraph 2(a) of the First Start-Up Loan Agreement for the
      purposes of funding the Funding 1 General Reserve Fund and (ii) the
      tranche (if any) of any New Start-up Loan Agreement for the purposes of
      funding further the Funding 1 General Reserve Fund (or any other similar
      reserve fund) shall be credited to the Funding 1 GIC Account promptly
      upon receipt of such amounts by Funding 1, and the Funding 1 General
      Reserve Ledger shall record such credit.

(l)   The Cash Manager and Funding 2 agree that the Cash Manager shall procure
      that (i) any Advance being made available to Funding 2 pursuant to Clause
      2 of the Funding 2 Start-Up Loan Agreement for the purposes of funding
      the Funding 2 General Reserve Fund (or any other similar reserve fund)
      and (ii) any Advance (if any) of any new Funding 2 Start-up Loan
      Agreement for the purposes of funding further the Funding 2 General
      Reserve Fund (or any other similar reserve fund) shall be credited to the
      Funding 2 GIC Account promptly upon receipt of such amounts by Funding 2,
      and the Funding 2 General Reserve Ledger shall record such credit.

(m)   The Cash Manager shall give all notices and make all determinations and
      withdrawals under the Funding 1 Liquidity Facility Agreement on behalf of
      Funding 1, as set out therein.

4.6   WITHDRAWALS

      The Cash Manager may make withdrawals:

      (a)    on behalf of the Mortgages Trustee from the Mortgages Trustee GIC
             Account; and

      (b)    on behalf of Funding 1 from the Funding 1 GIC Account and the
             Funding 1 Transaction Account, but only until receipt of an
             Intercompany Loan Acceleration Notice served by the Funding 1
             Security Trustee on Funding 1 (with a copy to the Cash Manager and
             the Mortgages Trustee); and

      (c)    on behalf of Funding 2 from the Funding 2 GIC Account and the
             Funding 2 Transaction Account, but only until receipt of a Master
             Intercompany Loan Acceleration Notice served by the Funding 2
             Security Trustee on Funding 2 (with a copy to the Cash Manager and
             the Mortgages Trustee),

      respectively as permitted by this Agreement, the Mortgages Trust Deed,
      the Bank Account Agreement, the Mortgages Trustee Guaranteed Investment
      Contract, the Funding 1 Guaranteed Investment Contract, the Funding 2
      Guaranteed Investment Contract, the Funding 1 Liquidity Facility
      Agreement, the Funding 1 Deed of Charge and the Funding 2 Deed of Charge,
      but shall not in carrying out its functions as Cash Manager under this
      Agreement otherwise make withdrawals

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      from the Mortgages Trustee GIC Account, the Funding 1 Bank Accounts or
      the Funding 2 Bank Accounts.

4.7   CASH MANAGEMENT

      In administering the Mortgages Trustee GIC Account, the Funding 1 Bank
      Accounts and the Funding 2 Bank Accounts on behalf of the Mortgages
      Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee and the
      Funding 2 Security Trustee (as applicable), the Cash Manager shall comply
      with the provisions of SCHEDULE 2 prior to receipt by the Cash Manager of
      a copy of (in respect of the Funding 1 Bank Accounts) any Intercompany
      Loan Acceleration Notice served by the Funding 1 Security Trustee on
      Funding 1 and (in respect of the Funding 2 Bank Accounts) any Master
      Intercompany Loan Acceleration Notice served by the Funding 2 Security
      Trustee on Funding 2.

5.    EARLY REPAYMENT FEES

      The Cash Manager shall withdraw any Early Repayment Fees paid into the
      Mortgages Trustee GIC Account 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 Fees in any
      of the ledgers maintained under this Agreement.

6.    SWAPS

6.1   COMPUTATIONS UNDER FUNDING 1 SWAP

      On each Calculation Date, the Cash Manager shall determine, in accordance
      with the terms of the Funding 1 Swap, in respect of the relevant
      Calculation Period:

      (a)    the Average Fixed Rate Loan Balance, the Average Variable Rate
             Loan Balance and the Average Tracker Rate Loan Balance (each as
             defined in the Funding 1 Swap Agreement);

      (b)    the weighted average of the fixed rates of interest charged to
             borrowers of Fixed Rate Loans;

      (c)    the Tracker Swap Rate; and

      (d)    the Variable Rate Swap SVR,

      and shall notify Funding 1 and the Funding 1 Security Trustee of such
      amounts, balances and rates.

6.2   TERMINATION OF FUNDING 1 SWAP

      If on or prior to the date of the earlier of either (i) the reduction of
      the aggregate principal amount outstanding of all Intercompany Loans to
      zero or (ii) the service of an Intercompany Loan Acceleration Notice, the
      Funding 1 Swap is terminated, then the Cash Manager (on behalf of Funding
      1 and the Funding 1 Security Trustee) shall purchase a new hedge against
      the possible variance between (1) the Mortgages Trustee Variable Base
      Rate payable on the Variable Rate Loans, the fixed rates of interest
      payable on the Fixed Rate Loans and the Tracker Swap Rate and (2) a
      LIBOR-based rate for three-month sterling deposits, on terms acceptable
      to Funding 1 and the Rating Agencies with a new Funding 1 swap provider
      whom the Rating Agencies have previously confirmed in writing will not
      cause the then current rating of any Notes of the Funding 1 Issuers to be
      downgraded. The Cash Manager may apply any early termination payment
      received from the Funding 1 Swap Provider pursuant to the Funding 1 Swap
      for such purpose.

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6.3   COMPUTATIONS UNDER FUNDING 2 SWAP

      On each Calculation Date, the Cash Manager shall determine, in accordance
      with the terms of the Funding 2 Swap, in respect of the relevant
      Calculation Period:

      (a)    the Average Fixed Rate Loan Balance, the Average Variable Rate
             Loan Balance and the Average Tracker Rate Loan Balance (each as
             defined in the Funding 2 Swap Agreement);

      (b)    the weighted average of the fixed rates of interest charged to
             borrowers of Fixed Rate Loans;

      (c)    the Tracker Swap Rate; and

      (d)    the Variable Rate Swap SVR,

      and shall notify Funding 2 and the Funding 2 Security Trustee of such
      amounts, balances and rates.

6.4   TERMINATION OF FUNDING 2 SWAP

      If on or prior to the date of the earlier of either (i) the reduction of
      the aggregate principal amount outstanding of all Loan Tranches under the
      Master Intercompany Loan Agreement to zero or (ii) the service of a
      Master Intercompany Loan Acceleration Notice, the Funding 2 Swap is
      terminated, then the Cash Manager (on behalf of Funding 2 and the Funding
      2 Security Trustee) shall purchase a new hedge against the possible
      variance between (1) the Mortgages Trustee Variable Base Rate payable on
      the Variable Rate Loans, the fixed rates of interest payable on the Fixed
      Rate Loans and the Tracker Swap Rate and (2) a LIBOR-based rate for
      three-month sterling deposits, on terms acceptable to Funding 2 and the
      Rating Agencies with a new Funding 2 swap provider whom the Rating
      Agencies have previously confirmed in writing will not cause the then
      current rating of any Notes of the Master Issuer to be downgraded. The
      Cash Manager may apply any early termination payment received from the
      Funding 2 Swap Provider pursuant to the Funding 2 Swap for such purpose.

7.    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, Funding
      1, Funding 2, the Funding 1 Security Trustee or the Funding 2 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 either the Mortgages Trustee, Funding 1, Funding 2, the
      Funding 1 Security Trustee or the Funding 2 Security Trustee in respect
      of any of them.

8.    COSTS AND EXPENSES

8.1   Subject to and in accordance with the Mortgages Trust Revenue Priority of
      Payments, the Funding 1 Priority of Payments and the Funding 2 Priority
      of Payments (as applicable), each of the Mortgages Trustee, Funding 1 and
      Funding 2 will on each Distribution Date, Funding 1 Interest Payment Date
      and Funding 2 Interest Payment Date (respectively) 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 to it including any such costs, expenses or charges not
      reimbursed to the Cash Manager on any previous Distribution Date, Funding
      1 Interest Payment Date and Funding 2 Interest Payment Date
      (respectively) and the Cash Manager shall supply the Mortgages Trustee,
      Funding 1 and Funding 2 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.

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8.2   Unless and until otherwise agreed by the Mortgages Trustee, Funding 1,
      Funding 2, the Funding 1 Security Trustee and the Funding 2 Security
      Trustee in writing (notified to the Cash Manager), the Mortgages Trustee
      shall be solely 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 8.1
      above.

9.    INFORMATION

9.1   USE OF I.T. SYSTEMS

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

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

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

      (ii)   except in so far 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 and/or Funding 1 and Funding 2 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
      and/or Funding 1 and Funding 2 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.

9.2   BANK ACCOUNT STATEMENTS

      The Cash Manager shall take all reasonable steps to ensure that it
      receives:

      (a)    a monthly bank statement in relation to the Mortgages Trustee GIC
             Account (and any additional or supplemental bank account of the
             Mortgages Trustee) and that it furnishes a copy of such statement
             to the Mortgages Trustee, each of the Beneficiaries, the Funding 1
             Security Trustee and the Funding 2 Security Trustee;

      (b)    monthly bank statements in relation to each of the Funding 1
             Transaction Account and the Funding 1 GIC Account (and any
             additional or supplemental bank account of Funding 1) and that it
             furnishes a copy of such statements to Funding 1 and the Funding 1
             Security Trustee; and

      (c)    monthly bank statements in relation to each of the Funding 2
             Transaction Account and the Funding 2 GIC Account (and any
             additional or supplemental bank account of Funding 2) and that it
             furnishes a copy of such statements to Funding 2 and the Funding 2
             Security Trustee.

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9.3   ACCESS TO BOOKS AND RECORDS

      Subject to all applicable laws, the Cash Manager shall permit the
      Auditors of the Mortgages Trustee, Funding 1 and Funding 2 and any other
      person nominated by the Funding 1 Security Trustee and/or Funding 2
      Security Trustee 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.

9.4   STATUTORY OBLIGATIONS

      The Cash Manager will use its reasonable endeavours, on behalf of the
      Mortgages Trustee, Funding 1 and Funding 2, to prepare or procure the
      preparation of and file all reports, annual returns, financial
      statements, statutory forms and other returns which each of the Mortgages
      Trustee, Funding 1 and Funding 2 is required by law to prepare and file.
      Subject to approval thereof by the directors of the Mortgages Trustee,
      Funding 1 or Funding 2 (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 and copies of all such documents shall be delivered to
      the Mortgages Trustee, the Funding 1 Security Trustee, the Funding 2
      Security Trustee, Funding 1 and Funding 2 (as appropriate) and the Rating
      Agencies as soon as practicable after the end of each accounting
      reference period of the Mortgages Trustee, Funding 1 or Funding 2 (as
      appropriate).

9.5   INFORMATION COVENANTS

(a)   The Cash Manager shall provide a quarterly report in, or substantially
      in, the form set out in Schedule 3 in respect of Funding 1 to any Funding
      1 Issuer, Funding 1, the Funding 1 Security Trustee, the Seller and the
      Rating Agencies and a quarterly report in, or substantially in the form
      set out in Schedule 4 in respect of Funding 2 to the Master Issuer,
      Funding 2, the Funding 2 Security Trustee, the Seller and the Rating
      Agencies.

(b)   The Cash Manager shall provide, or procure the provision of, to the
      Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee,
      the Funding 2 Security Trustee and the Rating Agencies copies of any
      annual returns or financial statements referred to in Clause 9.4 as soon
      as reasonably practicable after the preparation thereof.

(c)   The Cash Manager shall notify the Rating Agencies in writing of the
      details of (i) any material amendment to the Transaction Documents, (ii)
      the occurrence of an Intercompany Loan Event of Default, Master
      Intercompany Loan Event of Default, Potential Intercompany Loan Event of
      Default or Potential Master Intercompany Loan Event of Default and (iii)
      any other information relating to the Cash Manager as the Rating Agencies
      and/or the Funding 1 Security Trustee and/or the Funding 2 Security
      Trustee may reasonably request in connection with its obligations under
      this Agreement, PROVIDED THAT neither the Funding 1 Security Trustee nor
      the Funding 2 Security Trustee shall make such a request more than once
      every three months unless, in the belief of the Funding 1 Security
      Trustee and/or the Funding 2 Security Trustee, an Intercompany Loan Event
      of Default or a Master Intercompany Loan Event of Default (respectively)
      and/or a Note Event of Default in respect of any Funding 1 Issuer or the
      Master Issuer (respectively) or Cash Manager Termination Event (as
      defined in Clause 13.1) shall have occurred and is continuing or a
      Potential Intercompany Loan Event of Default or Potential Master
      Intercompany Loan Event of Default (respectively) and/or a Potential Note
      Event of Default in respect of any Funding 1 Issuer or the Master Issuer
      (respectively) shall have occurred and is continuing PROVIDED FURTHER
      THAT such request 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.

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(d)   The Cash Manager shall, at the request of the Funding 1 Security Trustee
      or the Funding 2 Security Trustee, furnish the Funding 1 Security
      Trustee, the Funding 2 Security Trustee and the Rating Agencies with such
      other information relating to its business and financial condition as it
      may be reasonable for the Funding 1 Security Trustee and/or the Funding 2
      Security Trustee to request in connection with this Agreement, PROVIDED
      THAT such request 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.

10.   REMUNERATION

10.1  FEE PAYABLE

      The Mortgages Trustee, Funding 1 and Funding 2 shall pay to the Cash
      Manager for the Cash Management Services provided to it hereunder a cash
      management fee which shall be agreed in writing between the Mortgages
      Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee, the
      Funding 2 Security Trustee and the Cash Manager from time to time.

10.2  PAYMENT OF FEE

      The cash management fee referred to in Clause 10.1 shall be paid to the
      Cash Manager in arrear on each Distribution Date in the manner
      contemplated by and in accordance with the provisions of the Mortgages
      Trustee Revenue Priority of Payments.

11.   COVENANTS OF CASH MANAGER

11.1  COVENANTS

      The Cash Manager hereby covenants with and undertakes to each of the
      Mortgages Trustee, Funding 1, Funding 2, the Funding 1 Security Trustee
      and the Funding 2 Security Trustee that without prejudice to any of its
      specific obligations hereunder:

      (a)    it will devote 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, Funding 1, Funding 2, the Funding 1
             Security Trustee or the Funding 2 Security Trustee may from time
             to time give to it in accordance with the provisions of this
             Agreement and, in the event of any conflict, those of the Funding
             Security 1 Trustee and the Funding 2 Security Trustee shall
             prevail;

      (c)    it will use its reasonable endeavours to keep in force all
             <