EIGHTH AMENDED CASH MANAGEMENT AGREEMENT

                                                                   Exhibit 4.8



                              Dated 26 March 2001


                               NORTHERN ROCK PLC
                    as Cash Manager, Seller and Beneficiary


                       GRANITE FINANCE TRUSTEES LIMITED
                             as Mortgages Trustee


                        GRANITE FINANCE FUNDING LIMITED
                                as Beneficiary


                       GRANITE FINANCE FUNDING 2 LIMITED
                                as Beneficiary


                                    - and -


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






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                   EIGHTH AMENDED CASH MANAGEMENT AGREEMENT


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


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                                   CONTENTS



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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

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

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


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

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

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

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

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

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

WHEREAS:

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

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

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


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IT IS HEREBY AGREED as follows:

1.   Definitions and Interpretation

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

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

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

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

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

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

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

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

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

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


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

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

2.   Appointment of Cash Manager

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

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

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

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

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


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

3.   The Services

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

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

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

3.4  Liability of Cash Manager:

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

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


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

4.   Payments, Accounts, Ledgers

4.1  Establishment of Bank Accounts:

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

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

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

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


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

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

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

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

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


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

4.2  Mortgages Trustee Ledgers:

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

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

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

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

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

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

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

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


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

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

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

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

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

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

4.3  Funding Ledgers:

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

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

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

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


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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

4.4  Funding 2 Ledgers:

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

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

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

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


                                      12
<PAGE>


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

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

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

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

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

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

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

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

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

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

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


                                      13
<PAGE>


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

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

4.5  Payments:

     Mortgages Trust

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

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

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

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

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

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

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

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

     Funding

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

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


                                      14
<PAGE>


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

          (ii) all Funding Revenue Receipts; and

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

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

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

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

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

     Funding 2

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

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

          (ii) all Funding 2 Revenue Receipts; and

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

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


                                      15
<PAGE>


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

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

     General

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

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

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

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

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


                                      16
<PAGE>


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

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

4.6  Withdrawals: The Cash Manager may make withdrawals:

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

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

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

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

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

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

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


                                      17
<PAGE>


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

          as permitted by this Agreement and the other Transaction Documents;

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

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

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

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

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

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

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

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


                                      18
<PAGE>


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

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

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

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

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

4.13 Funding 2 Swap Collateral:

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

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


                                      19
<PAGE>


               Swap Agreement; identify the agreement in respect of which it
               has been posted;

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

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

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

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

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

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

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

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

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

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

          and, in each case, debit the Funding 2 Swap Collateral