Exhibit 10.6.1

                                                              Execution Version


                             Dated 19 January 2005




                           GRANITE MASTER ISSUER PLC
                               as Master Issuer

                       GRANITE FINANCE FUNDING 2 LIMITED
                                 as Funding 2

                   LAW DEBENTURE CORPORATE SERVICES LIMITED
                        as Corporate Services Provider



                               NORTHERN ROCK PLC
                                 as Originator



                       GRANITE FINANCE HOLDINGS LIMITED
                                  as Holdings

                                 GPCH LIMITED
                                    as GPCH

                                    - and -

                THE LAW DEBENTURE INTERMEDIARY CORPORATION PLC
                               as Share Trustee





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

                         CORPORATE SERVICES AGREEMENT

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


                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7626 7937
                            REF: 30507-30040/678075


<PAGE>


                                   CONTENTS

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

2.  Nomination of Directors..................................................2

3.  Returns..................................................................3

4.  Administrative Services..................................................3

5.  Warranties and Undertakings..............................................4

6.  Confidentiality..........................................................6

7.  Remuneration.............................................................6

8.  Non Petition and Limited Recourse........................................7

9.  Termination..............................................................8

10. Non-Assignment..........................................................10

11. Non-exclusive...........................................................10

12. Indemnity...............................................................10

13. Governing Law and Jurisdiction, Appropriate Form........................10

14. Contracts (Rights of Third Parties) Act 1999............................11

15. Notices.................................................................11



                                      i
<PAGE>


THIS AGREEMENT is made on 19 January 2005

BETWEEN:

(1)   GRANITE MASTER ISSUER PLC (registered number 5250668) a public limited
      company incorporated under the laws of England and Wales whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      the Master Issuer;

(2)   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;

(3)   LAW DEBENTURE CORPORATE SERVICES LIMITED, (registered number 3388362)
      whose registered office is at Fifth Floor, 100 Wood Street, London EC2V
      7EX in its capacity as the Corporate Services Provider;

(4)   NORTHERN ROCK PLC (registered number 3273685) whose registered office is
      at Northern Rock House, Gosforth, Newcastle upon Tyne NE3 4PL as
      Northern Rock;

(5)   GRANITE FINANCE HOLDINGS LIMITED (registered number 4127787) whose
      registered office is at Fifth Floor, 100 Wood Street, London EC2V 7EX as
      Holdings;

(6)   GPCH LIMITED (registered number 4128437) whose registered office is at
      Fifth Floor, 100 Wood Street, London EC2V 7EX as GPCH and, together with
      Holdings, Funding 2 and the Master Issuer, the "SPV Companies" and each
      a "SPV Company"); and

(7)   THE LAW DEBENTURE INTERMEDIARY CORPORATION PLC (registered number
      1525148) whose registered office is at Fifth Floor, 100 Wood Street,
      London EC2V 7EX in its capacity as Share Trustee.

WHEREAS:

The Corporate Services Provider has agreed with the other parties hereto to
provide certain corporate services as more fully described below.

IT IS HEREBY AGREED AS FOLLOWS:

1.    Definitions and Interpretation

      The provisions of:

      (a)   the Programme Master Definitions Schedule signed for the purposes
            of identification by Sidley Austin Brown & Wood and Allen & Overy
            LLP on 19 January 2005, and

      (b)   the Issuer Master Definitions Schedule signed for the purposes of
            identification by Sidley Austin Brown & Wood and Allen & Overy LLP
            on 19 January 2005,


                                      1
<PAGE>


      (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. The
      Issuer Master Definitions Schedule specified above shall prevail to the
      extent that it conflicts with the Programme Master Definitions Schedule.

2.    Nomination of Directors

      (a)   For so long as this Agreement remains in force and subject as set
            out in paragraph (b) below:

            (i)   Northern Rock will be entitled to, and shall, nominate one
                  person willing to serve in the capacity of director for each
                  Funding 2 and SPV Company (and Northern Rock shall be deemed
                  to have so nominated Keith McCallum Currie as its first
                  nominee in such capacity) and nothing herein shall require
                  Northern Rock to nominate the same person as director for
                  Funding 2 and each SPV Company; and

            (ii)  the Corporate Services Provider will be entitled to, and
                  shall, nominate two persons willing to serve in the capacity
                  of director for Funding 2 and each SPV Company (and shall be
                  deemed to have so nominated L.D.C. Securitisation Director
                  No. 1 Limited and L.D.C. Securitisation Director No. 2
                  Limited as its first nominees in such capacity) and nothing
                  herein shall prevent the Corporate Services Provider from
                  nominating itself as a corporate director for Funding 2 and
                  each SPV Company or require the Corporate Services Provider
                  to nominate the same two persons as director for Funding 2
                  and each SPV Company.

      (b)   In relation to any person nominated or deemed to be nominated
            under (a) above, whichever of Northern Rock or the Corporate
            Services Provider nominated that person is referred to below as
            that person's "appointor".

      (c)   In relation to any person nominated or deemed to be nominated
            under (a) above as a director of Funding 2 or any SPV Company,
            that person is referred to below as a "Director".

      (d)   Each appointor hereby confirms to the other that, if the person
            nominated or deemed to be nominated by it should resign or retire
            or for any other reason cease to act as Director of Funding 2 or
            any SPV Company, it will promptly:

            (i)   procure that such Director shall acknowledge in writing that
                  he has no claim of any nature whatsoever against Funding 2
                  or the SPV Companies;

            (ii)  nominate another person willing to act in the relevant
                  capacity; and

            (iii) procure the consent of that other person to act in that
                  capacity.

      (e)   Each appointor shall procure that each of the persons respectively
            nominated or deemed to be nominated by it from time to time as
            provided above accepts the relevant appointment and acts in the
            relevant capacity without fee or remuneration from Funding 2 or
            any SPV Company save that nothing in this


                                      2
<PAGE>


            Agreement shall prejudice any right to remuneration on the part of
            the Corporate Services Provider under Clause 6 hereof.

      (f)   The Share Trustee undertakes and agrees subject to its duties and
            obligations as Share Trustee under the Share Trust Deed dated 19
            March 2001, as amended, that it shall exercise its rights as a
            shareholder of Holdings and all rights and powers vested in it
            under the Articles of Association of Funding 2 and each SPV
            Company so as to procure that the Board of Directors of Funding 2
            and each SPV Company comprises at all times one nominee of
            Northern Rock (provided that Northern Rock shall have nominated
            such person to such office) and two nominees of the Corporate
            Services Provider as provided under paragraph (a) above.

      (g)   The obligations of the Corporate Services Provider under this
            Agreement and the obligations of Funding 2 and each SPV Company
            under the Transaction Documents are, respectively, solely the
            corporate obligations of the Corporate Services Provider, Funding
            2 and the SPV Companies. No recourse shall be had in respect of
            any obligation or claim arising out of or based upon this
            Agreement or any of the Transaction Documents against any
            employee, officer or director of the Corporate Services Provider,
            Funding 2 or the SPV Companies save where the claim, demand,
            liability, cost or expense in connection therewith arises from the
            negligence, wilful default or breach of duty of such employee,
            officer or director of the Corporate Services Provider, Funding 2
            or the SPV Companies.

3.    Returns

      Northern Rock undertakes that the person for the time being nominated by
      it as Director of Funding 2 or a SPV Company pursuant to Clause 2 shall
      ensure, insofar as he or she is able having regard to the duties imposed
      on directors by law, that (a) all registers, filings and returns
      required to be made by Funding 2 or such SPV Company are kept and made
      in accordance with the relevant provisions of English law or the rules
      of any relevant UK regulatory authority and (b) Funding 2 or such SPV
      Company is otherwise in compliance with the Companies Act 1985.

4.    Administrative Services

4.1   The Corporate Services Provider shall provide the following services
      (the "Services"):

      (a)   a registered office and administrative office for Funding 2 and
            each SPV Company;

      (b)   the services of three persons who will, if required, accept office
            as directors of Funding 2 and each SPV Company;

      (c)   the services of a secretary to each SPV Company to perform all the
            duties properly required of a secretary by the directors of
            Funding 2 or such SPV Company and the Companies Act 1985 (the
            "Law");


                                      3
<PAGE>


      (d)   the arrangement of meetings of directors and shareholders of
            Funding 2 and each SPV Company in the UK and the preparation of
            minutes of such meetings;

      (e)   the arrangement of annual meetings and any other meetings of the
            shareholders of Funding 2 and each SPV Company;

      (f)   the maintenance of the statutory books of Funding 2 and each SPV
            Company and any other books and records required by law or
            ordinarily required by an English company and the preparation and
            issue of share certificates;

      (g)   the preparation and submission of any other documents required by
            law to be prepared or filed by Funding 2 and each SPV Company
            including all filings to be made with the Registrar of Companies;

      (h)   the provision of book keeping services and preparation of Funding
            2's accounts and each SPV Company's accounts based upon the
            ledgers and records maintained by the Issuer Cash Manager;

      (i)   the instruction of Funding 2's auditors and each SPV Company's
            auditors to prepare the annual audited financial statements; and

      (j)   the execution of all such agreements, documents and undertakings
            as shall be necessary in connection with the business of Funding 2
            and each SPV Company if so authorised by a valid resolution of the
            Board of Directors of each SPV Company;

4.2   The Corporate Service Provider's duties:

      (a)   The Corporate Service Provider shall at all times act in
            accordance with all reasonable and proper directions, orders and
            instructions given by the Board of Directors Funding 2 or The
            Board of Directors of each SPV Company, as applicable.

      (b)   The Corporate Service Provider shall not knowingly do or knowingly
            omit to do anything which would constitute a breach of any
            provisions of the Memorandum and Articles of Association of
            Funding 2 or each SPV Company or of any legally binding
            restrictions applying Funding 2 or to each such SPV Company. This
            includes but is not limited to any legally binding restrictions
            applying to Funding 2 or each SPV Company as a consequence of its
            being a party to the Transaction Documents.

5.    Warranties and Undertakings

5.1   The Corporate Services Provider warrants to each of the parties hereto:

      (a)   it is duly registered as a company limited by shares under the
            laws of England and Wales;

      (b)   it has the power under its Memorandum and Articles of Association,
            and all necessary corporate authority has been obtained and action
            taken for it to sign and deliver and perform the transactions
            contemplated in this Agreement; and


                                      4
<PAGE>


      (c)   the signing and delivery of this Agreement does not and will not
            contravene or constitute a default under, or cause to be exceeded
            any limitation on it or the powers of its directors, imposed by or
            contained in:

            (i)   any law by which it or any of the assets is bound or
                  affected;

            (ii)  it Memorandum and Articles of Association; or

            (iii) any agreement to which it is a party or by which any of its
                  assets are bound.

5.2   The Corporate Services Provider undertakes to:

      (a)   hold all of its board meetings in the UK;

      (b)   ensure that the directors of the Master Issuer which it nominates
            are and will remain resident in the UK (for UK tax purposes);

      (c)   procure that all of the Master Issuer's board meetings are held in
            the UK; and

      (d)   procure that the Master Issuer is centrally managed and controlled
            in the UK (for UK tax purposes).

5.3   Funding 2 covenants with the Security Trustee that it shall not:

      (a)   nor shall it permit Law Debenture Trustees Limited (as nominee)
            to, without the prior written consent of the Security Trustee,
            sell, charge, exchange, transfer or otherwise deal in the shares
            which it holds in the Master Issuer at any time prior to the date
            on which all Issuer Secured Obligations have been paid in full;

      (b)   hold shares or possess voting power in or in relation to any
            company, or possess any power to secure, by virtue of any powers
            conferred by the articles of association or other document
            regulating any company, control over any company, other than the
            Master Issuer and any future Funding 2 Issuers; or

      (c)   have any employees.

5.4   Holdings covenants with the Security Trustee that it shall:

      (a)   procure that Funding shall remain resident in the UK for UK tax
            purposes;

      (b)   not, without the prior written consent of the Security Trustee,
            sell, charge, exchange, transfer or otherwise deal in the shares
            which it holds in Funding 2 at any time prior to the date on which
            all Issuer Secured Obligations and Funding 2 Secured Obligations
            have been paid in full; or

      (c)   have any employees.


                                      5
<PAGE>


6.    Confidentiality

6.1   The Corporate Services Provider shall not, and hereby undertakes to
      procure that each person nominated or deemed to be nominated by the
      Corporate Services Provider as Director of Funding 2 or each SPV Company
      shall not (regardless of whether or not such person shall still be in
      office), at any time disclose to any person, firm or company whatsoever
      (other than the Share Trustee), and shall treat as confidential, any
      information relating to the business, finances or other matters of
      Northern Rock, Funding 2 or any SPV Company which such Director may have
      obtained as a result of (in the case of the Corporate Services Provider)
      its role under this Agreement as a Director or as employer or principal
      to any Director or (in the case of any Director) such Director's
      position as Director of Funding 2 or each SPV Company, or otherwise have
      become possessed of, and the Corporate Services Provider shall use its
      best endeavours to prevent any such disclosure provided however that the
      provisions of this Clause shall not apply:

      (a)   to the disclosure of any information already known to the
            recipient;

      (b)   to the disclosure of any information which is or becomes public
            knowledge otherwise than in breach of this Clause;

      (c)   to any extent that disclosure is required pursuant to any law or
            order of any court or pursuant to any direction, request or
            requirement (whether or not having the force of law) of any
            central bank or any governmental or other regulatory or taxation
            authority (including, without limitation, any official bank
            examiners or regulators or the London Stock Exchange plc or any
            other applicable stock exchange);

      (d)   to the disclosure of any information to professional advisers or
            any of the Rating Agencies who receive the same under a duty of
            confidentiality;

      (e)   to the disclosure of any information with the consent of all the
            parties hereto; and

      (f)   to the disclosure of any information to the Note Trustee.

      and the Corporate Services Provider hereby agrees to indemnify and hold
      harmless Northern Rock, Funding 2 and the SPV Companies for all losses,
      damages, expenses, costs, claims and charges arising from or caused by
      any disclosure of information by any of the Corporate Services Provider
      or any Director nominated or deemed to be nominated by it which
      disclosure is made contrary to the provisions of this Clause.

6.2   The obligations of the Corporate Services Provider under this Clause 5
      shall survive the termination of this Agreement.

7.    Remuneration

      The Corporate Services Provider shall be entitled to remuneration for
      the Services provided by it under this Agreement of an amount to be
      agreed between Funding 2, the SPV Companies, Northern Rock and the
      Corporate Services Provider (together with Value Added Tax thereon)
      which shall consist of remuneration for corporate services hereunder to
      be borne by Funding 2 and the SPV Companies and payable


                                      6
<PAGE>


      quarterly on Payment Dates subject to and in accordance with the Issuer
      Priority of Payments. The remuneration to the Corporate Services
      Provider as set forth in this Clause shall apply only in respect of this
      Agreement and the transactions contemplated by the Transaction
      Documents, and the remuneration to the Corporate Services Provider in
      respect of any previous or subsequent transaction between the parties
      shall be as agreed in connection with such transaction.

8.    Non Petition and Limited Recourse

8.1   Each of the parties hereto hereby agrees that it shall not institute
      against Funding 2 or any of the SPV Companies any winding-up,
      administration, insolvency or similar proceedings in any jurisdiction
      for so long as any sum is outstanding under the Notes of the Master
      Issuer or any Funding Issuer or for two years plus one day since the
      last day on which any such sum was outstanding.

8.2   Each of the parties hereto agrees that notwithstanding any other
      provision of this Agreement or any other Transaction Document:

      (a)   in relation to GPCH and/or Holdings, any amount payable by GPCH or
            Holdings to any other party to this Agreement under this Agreement
            shall only be payable to the extent that GPCH or, as the case may
            be, Holdings has sufficient funds to pay such amount on such date;
            and

      (b)   in relation to the Master Issuer:

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

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

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

      (c)   in relation to Funding 2:

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


                                      7
<PAGE>


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

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

8.3   The provisions of Clause 6 of the Issuer Deed of Charge and the Funding
      2 Deed of Charge shall prevail in the event that and to the extent that
      they conflict with the provisions of this Clause 8.

9.    Termination

9.1   The appointment of the Corporate Services Provider hereunder in relation
      to Funding 2 and each SPV Company shall terminate:

      (a)   upon the expiration of 90 days notice in writing given by the
            Corporate Services Provider, Funding 2 or by the relevant SPV
            Company and provided that a substitute corporate services provider
            acceptable to Funding 2 or the relevant SPV Company (as
            applicable) and Northern Rock has been appointed in relation to
            Funding 2 or the relevant SPV Company on terms substantially the
            same as those set out in this Agreement and that such appointment
            will be effective not later than the date of the termination;

      (b)   immediately if:

            (i)   an order has been made or a resolution has been passed to
                  put the Corporate Services Provider into liquidation (except
                  a voluntary liquidation for the purpose of reconstruction or
                  amalgamation); or

            (ii)  the Corporate Services Provider has broken or is in breach
                  of any of the terms of this Agreement and shall not have
                  remedied such breach within 30 days after service of notice
                  requiring the same to be remedied; or

            (iii) the Corporate Services Provider, otherwise than for the
                  purposes of such amalgamation or reconstructon as referred
                  to in paragraph (ii) above, ceases or threatens to cease to
                  carry on its business or a substantial part of its business
                  or stops payment or threatens to stop payment of its debts
                  or is unable to pay its debts within the meaning of sections
                  123(1) or 123(2) of the Insolvency Act 1986, or becomes


                                      8
<PAGE>


                  subject to insolvency or similar proceedings issued in a
                  jurisdiction other than England and Wales or otherwise
                  becomes insolvent.

      (c)   immediately, upon notice from the Master Issuer if:

            (i)   proceedings are initiated against the Corporate Services
                  Provider under any applicable liquidation, insolvency,
                  bankruptcy, composition, reorganisation (other than a
                  reorganisation where the Corporate Services Provider is
                  solvent) or other similar laws (including, but not limited
                  to, any application or pending application to court for an
                  administration order or any actual or proposed appointment
                  of an administrator by the holder of a qualifying floating
                  charge (as defined in Schedule B1 to the Insolvency Act
                  1986) or by the Corporate Services Provider or its directors
                  in relation to the Corporate Services Provider) and such
                  proceedings are not, in the reasonable opinion of the Master
                  Issuer, being disputed in good faith with a reasonable
                  prospect of success; or

            (ii)  an administration order is granted or an administrative
                  receiver is or other receiver, or other similar official is
                  appointed in relation to the whole or any substantial part
                  of the undertaking or assets of the Corporate Services
                  Provider; or

            (iii) an encumbrancer takes possession of the whole or any
                  substantial part of the undertaking or assets of the
                  Corporate Services Provider; or

            (iv)  a distress, execution or diligence or other process is
                  levied or enforced upon or sued out against the whole or any
                  substantial part of the undertaking or assets of the
                  Corporate Services Provider and such possession or process
                  (as the case may be) is not discharged or otherwise ceases
                  to apply within 30 days of its commencement; or

            (v)   the Corporate Services Provider initiates or consents to
                  judicial proceedings relating to itself under applicable
                  liquidation, insolvency, bankruptcy, composition,
                  reorganisation or other similar laws or makes a conveyance
                  or assignment for the benefit of its creditors generally.

9.2   This agreement shall terminate automatically on the date falling 90 days
      after the later of the date on which the Mortgages Trust Deed terminates
      or the date on which all of the Issuer Secured Obligations have been
      discharged in full.

9.3   Termination of the appointment of the Corporate Services Provider under
      this Clause 9 shall be without prejudice to the rights of any party in
      respect of any antecedent claim against or breach of the terms of this
      Agreement by the Corporate Services Provider.

9.4   After termination of this Agreement, the Corporate Services Provider
      shall within 5 Business Days of a request therefore deliver up to the
      Master Issuer all the books and records of the Master Issuer in its
      possession provided that where any such books and records are kept in
      the memory unit of a computer, the Corporate Services Provider's
      obligations under this Clause shall be satisfied by the delivery of such
      information on


                                      9
<PAGE>


      discs or other appropriate magnetic material or electronic storage media
      together with written information as to the form in which such discs or
      other storage media have been prepared in sufficient detail to permit a
      conversion programme to be prepared and provided further that the
      Corporate Services Provider shall have a lien against and shall not be
      required to make delivery of such books and records until payment has
      been made to the Corporate Services Provider for all remuneration and
      expenses due to it hereunder (including costs associated with the
      delivery of such books and records as aforesaid).

10.   Non-Assignment

      The rights and obligations of the parties hereto are personal and, save
      in the case of the Master Issuer in accordance with the Issuer Deed of
      Charge, and Funding 2 in accordance with the Funding 2 Deed of Charge,
      shall not be capable of assignment.

11.   Non-exclusive

      The Corporate Services Provider and the Directors shall be at liberty to
      provide services of a like nature to any other persons it may think fit
      whether for its own account or that of any other person.

      Neither the Corporate Services Provider nor any other person affiliated
      with the Corporate Services Provider shall in consequence of the
      appointment of the Corporate Services Provider hereunder or in
      consequence of any transaction entered into by Funding 2 or any SPV
      Company with the Corporate Services Provider be liable to account to
      Funding 2 or the SPV Companies for any profits (whether disclosed or
      not) accruing to the Corporate Services Provider from or by virtue of
      any such transaction.

      The Corporate Services Provider shall be entitled to charge and receive
      remuneration in accordance with its usual charging policies for any
      legal advice initiated by and rendered to Funding 2 or any SPV Company,
      subject, in the case of Funding 2 or any SPV Company, to the limited
      recourse provisions set out in Clause 8.

12.   Indemnity

      Northern Rock undertakes to indemnify and hold harmless the Corporate
      Services Provider, the Directors and the Share Trustee against all
      actions, proceedings, accounts, claims or demands and any costs and
      expenses incurred in connection therewith which may be brought or made
      or threatened to be brought or made against either the Corporate
      Services Provider, the Directors or the Share Trustee in connection with
      the affairs of Funding 2 or any SPV Company unless any such liability
      shall have arisen solely due to the fraud, wilful misconduct or gross
      negligence of the Corporate Services Provider, the Directors or the
      Share Trustee. This indemnity shall continue in force notwithstanding
      the termination of this Agreement.

13.   Governing Law and Jurisdiction, Appropriate Form

13.1  This Agreement is governed by, and shall be construed in accordance
      with, the laws of England and Wales.

13.2  Each of the parties hereto irrevocably agrees that the courts of England
      shall have


                                      10
<PAGE>


      jurisdiction to hear and determine any suit, action or proceeding, and
      to settle any disputes, which may arise out of or in connection with
      this Agreement and, for such purposes, irrevocably submits to the
      jurisdiction of such courts.

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

14.   Contracts (Rights of Third Parties) Act 1999

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

15.   Notices

      Any notices to be given and any correspondence or communication to be
      delivered or forwarded pursuant to this Agreement shall be sufficiently
      served, delivered or forwarded if sent by prepaid airmail or by
      facsimile transmission and shall be deemed to be given (in the case of
      facsimile transmission at 10.00am on the next business day in the place
      of receipt following despatch) or (in the case of the post) three (3)
      days after the despatch thereof and shall be sent:

      (a)   in the case of the Corporate Services Provider, to its office
            specified against its name at the commencement of this Agreement,
            fax number 020 7606 0643, marked for the attention of Sharon
            Tyson;

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

      (c)   in the case of each SPV Company, to its office specified against
            its name at the commencement of this Agreement fax number 020 7606
            0643, marked for the attention of Sharon Tyson with a copy to
            Northern Rock to its office specified against its name at the
            commencement of this Agreement, fax number 0191 279 4694, marked
            for the attention of Keith Currie; and

      (d)   in the case of the Share Trustee, to its office specified against
            its name at the commencement of this Agreement fax number 020 7606
            0643, marked for the attention of Sharon Tyson.

IN WITNESS WHEREOF the parties hereto have executed this Agreement the date
first above written:


                                      11
<PAGE>


                                EXECUTION PAGE


as Master Issuer
EXECUTED for and on behalf of            )
GRANITE MASTER ISSUER PLC                )
acting by a director                     )

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


Name:




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

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


Name:




as Corporate Services Provider
EXECUTED for and on behalf of            )
LAW DEBENTURE CORPORATE                  )
SERVICES LIMITED                         )
by                                       )

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


Name:



as Originator
EXECUTED for and on behalf of            )
NORTHERN ROCK PLC                        )
by                                       )

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


Name:


                                      12
<PAGE>


as Holdings
EXECUTED for and on behalf of            )
GRANITE FINANCE HOLDINGS LIMITED         )
by                                       )

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


Name:



as GPCH
EXECUTED for and on behalf of            )
GPCH LIMITED                             )
by                                       )

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


Name:






as Share Trustee
EXECUTED for and on behalf of            )
THE LAW DEBENTURE CORPORATION PLC        )
by                                       )

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


Name:


                                      13