Exhibit 10.2




                                                               EXECUTION COPY




                             Dated 31 August 2005



                           GRANITE MASTER ISSUER PLC
                                  (as Issuer)


                                      and


                       MORGAN STANLEY & CO. INCORPORATED
                             (as Remarketing Bank)


                                      and


                              LLOYDS BANK TSB plc


                                      and


                     CANCARA ASSET SECURITISATION LIMITED
                          (as Conditional Purchaser)


                                      and


                               NORTHERN ROCK PLC
                 (as Northern Rock and as Issuer Cash Manager)




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

                        CONDITIONAL PURCHASE AGREEMENT
                                  relating to
              $1,000,000,000 Series 2005-3 Class A Notes due 2054

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




                          SIDLEY AUSTIN BROWN & WOOD
                               WOOLGATE EXCHANGE
                             25 BASINGHALL STREET
                                LONDON EC2V 5HA
                            TELEPHONE 020 7360 3600
                            FACSIMILE 020 7631 7937

<PAGE>

                               TABLE OF CONTENTS



1.   DEFINITIONS AND INTERPRETATION...........................................1

2.   AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING
     BANK AND THE ISSUER......................................................4

3.   REPRESENTATIONS AND WARRANTIES...........................................7

4.   UNDERTAKINGS.............................................................9

5.   CLOSING OF CONDITIONAL PURCHASE.........................................12

6.   FEES....................................................................12

7.   TERMINATION OF THIS AGREEMENT...........................................12

8.   TRANSFER................................................................13

9.   TIME....................................................................13

10.  COMMUNICATIONS..........................................................14

11.  NON-PETITION AND LIMITED RECOURSE.......................................15

12.  COUNTERPARTS............................................................17

13.  GOVERNING LAW AND JURISDICTION..........................................17

14.  CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999............................18

SCHEDULE 1 FORM OF EXTENSION REQUEST.........................................20

SCHEDULE 2 FORM OF NOTICE OF EXTENSION.......................................21

SCHEDULE 3 FORM OF CONDITIONAL PURCHASE ACTIVATION NOTICE....................22

SCHEDULE 4 CONDITIONS TO PURCHASE UNDER CLAUSE 2.2(d)(iii)...................24



                                       i
<PAGE>

THIS AGREEMENT is made on 31 August 2005

BETWEEN:

(1)      GRANITE MASTER ISSUER PLC, 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 (the "Issuer");

(2)      MORGAN STANLEY & CO. INCORPORATED, a corporation organised under the
         laws of the State of Delaware, whose registered office is at 1585
         Broadway, New York, New York 10036 (the "Remarketing Bank");

(3)      LLOYDS TSB BANK PLC, a public limited company incorporated under the
         laws of England and Wales, whose registered office is at 25 Gresham
         Street, London EC2V 7HN. ("Lloyds"), only for purposes of Clause
         4.1(d) of this Agreement;

(4)      CANCARA ASSET SECURITISATION LIMITED, a Jersey, Channel Islands
         entity with limited liability, whose registered office is at 26 New
         Street, St. Helier, Jersey JE2 3RA, Channel Islands (the "Conditional
         Purchaser"); and

(5)      NORTHERN ROCK PLC, 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 individual
         capacity ("Northern Rock") and in its capacity as Issuer Cash Manager
         (the "Issuer Cash Manager").

WHEREAS:

(A)      The Issuer, the Conditional Purchaser, the Remarketing Bank, the
         Issuer Cash Manager and Northern Rock wish to record the arrangements
         agreed between them in relation to an issue of $1,000,000,000 in
         aggregate principal amount of Series 2005-3 Class A Notes due 2054
         (the "Class A Notes") which expression shall, where the context
         permits, include the Global Class A Note Certificate and any
         Individual Class A Note Certificates issued in exchange for the
         Global Class A Note Certificate which will be constituted by the
         Issuer Trust Deed (as defined below) and secured in the manner set
         out in the Issuer Deed of Charge (as defined below).

(B)      Pursuant to a remarketing agreement (the "Remarketing Agreement")
         between, inter alios, the Issuer and the Remarketing Bank, the
         Remarketing Bank has been appointed to use its reasonable efforts
         prior to the service of a Remarketing Termination Notice to identify
         third party purchasers of the Class A Notes to acquire the Class A
         Notes from the then current holders of the Class A Notes on each
         Transfer Date up to and including the Transfer Date occurring in
         August 2009. The Remarketing Bank will also facilitate the transfers
         of the Class A Notes on each Transfer Date. The Conditional Purchaser
         will agree on the terms of this Agreement to purchase certain Class A
         Notes on a Transfer Date.

1.       DEFINITIONS AND INTERPRETATION

1.1      For purposes of this Agreement, the following terms shall have the
         indicated meanings unless the context or use indicates another or
         different meaning and intent.



                                      1
<PAGE>

         "Conditional Purchase Activation Notice" has the meaning given to it
         in Clause 2.2(b) of this Agreement.

         "Conditional Purchase Commitment" has the meaning given to it in
         Clause 2.2(a) of this Agreement.

         "Conditional Purchase Commitment Period" means, subject to extension
         pursuant to Clause 2.1, the period from and including 31 August, 2005
         to 30 August, 2006 (or, if that day is not a Business Day, the
         immediately preceding Business Day) and, thereafter, if the
         Conditional Purchase Commitment is renewed pursuant to Clause 2.1,
         each 364-day period extending from but not including the last day of
         the preceding Conditional Purchase Commitment Period to and including
         the date that is specified in the Notice of Extension most recently
         served.

         "Conditional Purchase Loss Event" means the debiting of an amount to
         the Principal Deficiency Ledger in relation to any Class A Notes of
         any Series issued by the Issuer.

         "Conditional Purchaser Process Agent" has the meaning given to it in
         Clause 13.3 of this Agreement.

         "Eligible Transferee" has the meaning given to it in Clause 8 of this
         Agreement.

         "Extension Request" has the meaning given to it in Clause 2.1(b) of
         this Agreement.

         "Fee Letter" means the fee letter referred to in Clause 6 of this
         Agreement.

         "Global Class A Note Certificate" means the note certificate
         representing the Class A Notes in global form.

         "Indemnified Party" and "Indemnified Person" has the meaning given to
         it in Clause 4.2(a) of this Agreement.

         "Individual Class A Note Certificates" means the note certificates
         representing the Class A Notes in definitive form.

         "Issuer Deed of Charge" means the deed of charge entered into on 19
         January, 2005 between, inter alios, the Issuer, the Issuer Security
         Trustee and the Note Trustee.

         "Issuer Trust Deed" means the trust deed entered into on 19 January,
         2005 between the Issuer and the Note Trustee.

         "Note Event of Default" means, in relation to the Class A Notes, the
         occurrence of an event of default as specified in Condition 9 of the
         terms and conditions of the Class A Notes.

         "Notes" means the notes constituted by the Issuer Trust Deed.

         "Notice of Extension" has the meaning given to it in Clause 2.1(c) of
         this Agreement.

         "Proceedings" has the meaning given to it in Clause 13.2 of this
         Agreement.

         "Ratings Downgrade" means (i) with respect to the initial Conditional
         Purchaser only, the downgrade of the short-term ratings of the
         commercial paper notes issued by the initial Conditional Purchaser
         below A-1+ by Standard & Poor's or P-1 by Moody's, and



                                      2
<PAGE>

         (ii) with respect to any replacement Conditional Purchaser appointed
         pursuant to the Remarketing Agreement or any Eligible Assignee who
         becomes a party to this Agreement pursuant to Clause 8, the downgrade
         of the short-term ratings of such replacement Conditional Purchaser or
         Eligible Assignee below A-1+ by Standard & Poor's, P-1 by Moody's or
         F-1+ by Fitch.

         "Relevant Documents" means this Agreement and the Remarketing
         Agreement.

         "Settlement Account" has the meaning given to it in the Remarketing
         Agreement.

         "Unremarketed Notes" means:

         (i)    prior to the service of a Remarketing Termination Notice, and
                with respect to a Transfer Date, all of the Tendered Notes
                that will be Outstanding on such Transfer Date for which the
                Remarketing Bank has not identified purchasers by the end of
                the applicable Remarketing Period in accordance with the
                Remarketing Agreement;

         (ii)   at any time after the service of a Remarketing Termination
                Notice, other than based on a Remarketing Termination Event
                specified in Clauses 5.1(a) or (d) of the Remarketing
                Agreement, all of the Class A Notes (other than Class A Notes
                then held by the Conditional Purchaser) Outstanding on the
                Transfer Date immediately following the occurrence of the
                relevant Remarketing Termination Event, after giving effect to
                the application of Available Principal Receipts on that
                Transfer Date; and

         (iii)  with respect to the Transfer Date occurring in August 2010,
                all of the Class A Notes (other than Class A Notes then held
                by the Conditional Purchaser) Outstanding on that Transfer
                Date, after giving effect to the application of Available
                Principal Receipts on that Transfer Date.

1.2      Capitalised terms used herein and not otherwise defined herein or
         pursuant hereto, unless the context otherwise requires, shall have
         the meanings given to them in the Programme Master Definitions
         Schedule signed for the purposes of identification only by Sidley
         Austin Brown & Wood and Allen & Overy LLP on January 19, 2005 and the
         Issuer Master Definitions Schedule signed for the purposes of
         identification only by Sidley Austin Brown & Wood and Allen & Overy
         LLP on January 19, 2005 (each as amended, varied or supplemented from
         time to time), each of which is incorporated into this Agreement by
         reference.

1.3      In this Agreement:

         (a)  words denoting the singular number only shall include the plural
              number also and vice versa;

         (b)  words denoting one gender only shall include the other genders;

         (c)  words denoting persons only shall include firms and corporations
              and vice versa;

         (d)  references to any statutory provision shall be deemed also to
              refer to any statutory modification or re-enactment thereof or
              any statutory instrument, order or regulation made thereunder or
              under any such re-enactment;



                                      3
<PAGE>

         (e)  references to any agreement or other document shall be deemed
              also to refer to such agreement or document as amended, varied,
              supplemented, restated or novated from time to time;

         (f)  clause, paragraph and schedule headings are for ease of
              reference only;

         (g)  reference to a statute shall be construed as a reference to such
              statute as the same may have been, or may from time to time be,
              amended or re-enacted to the extent such amendment or
              re-enactment is substantially to the same effect as such statute
              on the date hereof;

         (h)  reference to a time of day, unless otherwise specified, shall be
              construed as a reference to London time; and

         (i)  references to any person include references to their successors,
              including, without limitation, an entity which assumes the
              rights and obligations of the relevant person by operation of
              the law of the jurisdiction of incorporation or domicile of such
              person.

2.       AGREEMENTS BY THE CONDITIONAL PURCHASER, THE REMARKETING BANK
         AND THE ISSUER

2.1      Term of Conditional Purchase Commitment

         (a)  The Conditional Purchaser makes this Conditional Purchase
              Commitment to the Remarketing Bank.

         (b)  Save as otherwise provided in this Agreement, the Issuer Cash
              Manager or the Remarketing Bank may deliver, not more than sixty
              (60) days and not less than forty (40) days before the end of
              each Conditional Purchase Commitment Period, to the Conditional
              Purchaser an irrevocable request in writing to extend the
              Conditional Purchase Commitment Period, substantially in the
              form of Schedule 1 hereto (an "Extension Request") to the date
              that is not more than 364 days following the last day of the
              current Conditional Purchase Commitment Period.

         (c)  If the Conditional Purchaser wishes to accept an Extension
              Request then it shall deliver, by not less than 30 days before
              the last day of the current Conditional Purchase Commitment
              Period, to the Issuer Cash Manager and the Remarketing Bank an
              irrevocable notice, substantially in the form of Schedule 2
              hereto ("Notice of Extension") that the Conditional Purchaser
              has consented to the Extension Request and specifying the last
              day of the extended Conditional Purchase Commitment Period
              agreed to thereby. Failure to deliver such a Notice of Extension
              by the day referred to above shall be deemed a refusal to grant
              an extension of the Conditional Purchase Commitment Period.

         (d)  The Conditional Purchaser is not obliged to agree to extend the
              Conditional Purchase Commitment Period and in no event (unless
              otherwise agreed in writing by the parties to this Agreement)
              will it be extended beyond the Transfer Date occurring in August
              2010. The initial Conditional Purchaser will not extend the
              Conditional Purchase Commitment Period unless Standard



                                      4
<PAGE>

              & Poor's and Moody's have confirmed in writing that the then
              current rating of the commercial paper issued by the initial
              Conditional Purchaser will not be downgraded or withdrawn as a
              consequence of the extension of the Conditional Purchase
              Commitment. If the Conditional Purchaser does not extend its
              Conditional Purchase Commitment, the Issuer will cause notice of
              this fact to be given to the Class A Noteholders.

         (e)  The Remarketing Bank agrees to deliver an Extension Request to
              the Conditional Purchaser prior to each Transfer Date through
              and including the Transfer Date occurring in August 2009,
              pursuant to Clause 2.1(b) above, unless instructed otherwise by
              the Issuer Cash Manager.

2.2      Conditional Purchase by the Conditional Purchaser

         (a)  The Conditional Purchaser agrees to purchase Unremarketed Notes
              on the Transfer Date falling in each Conditional Purchase
              Commitment Period at the Transfer Price payable on that Transfer
              Date, on the terms of this Agreement and the Remarketing
              Agreement, as specified in the Conditional Purchase Activation
              Notice described in this Clause and delivered in respect of that
              Transfer Date (the "Conditional Purchase Commitment"). The
              Transfer Price payable upon the exercise of the Conditional
              Purchase Commitment shall not, on any Transfer Date, exceed the
              lesser of (a) $1,000,000,000 minus the aggregate Principal
              Amount Outstanding of the Class A Notes previously purchased by
              the Conditional Purchaser and then held by the Conditional
              Purchaser and (b) the Transfer Price payable in respect of the
              Unremarketed Notes referred to in the Conditional Purchase
              Activation Notice issued in respect of that Transfer Date.

         (b)  If, on any Transfer Date, the Conditional Purchase Commitment is
              to be exercised, the Remarketing Bank will give notice to the
              Conditional Purchaser in writing, substantially in the form of
              Schedule 3 hereto (a "Conditional Purchase Activation Notice")
              in accordance with Clause 3.7 of the Remarketing Agreement,
              which notice shall be irrevocable. Pursuant to Clause 3.7 of the
              Remarketing Agreement, the Issuer Cash Manager may deliver a
              Conditional Purchaser Activation Notice to the Conditional
              Purchaser if the Remarketing Bank does not. The Conditional
              Purchaser agrees to purchase, on a Transfer Date, all of the
              Unremarketed Notes specified in the Conditional Purchase
              Activation Notice delivered in respect of that Transfer Date, in
              accordance with the provisions of this Agreement.

         (c)  A Conditional Purchase Activation Notice shall specify:

              (i)    the Principal Amount Outstanding of Unremarketed Notes
                     that the Conditional Purchaser is obliged to purchase on
                     the Transfer Date specified therein;

              (ii)   the Transfer Price payable by the Conditional Purchaser
                     to or at the direction of the Remarketing Bank on the
                     Transfer Date specified therein; and



                                      5
<PAGE>

              (iii)  that the Remarketing Bank has not received notice from
                     the Issuer Cash Manager that any of the events specified
                     in Clause 2.2(d) below has occurred and is continuing and
                     the Remarketing Bank is otherwise not aware that any of
                     the events in Clause 2.2(d) below has occurred and is
                     continuing.

         (d)  The obligation of the Conditional Purchaser to purchase the
              Unremarketed Notes on any Transfer Date shall be subject to the
              conditions that:

              (i)    no Note Event of Default has occurred and is continuing;

              (ii)   no Conditional Purchase Loss Event has occurred and is
                     continuing;

              (iii)  no event specified in paragraphs (A) through (F) in
                     Schedule 4 hereto has occurred and is continuing;

              (iv)   the rating of the Class A Notes has not been downgraded
                     as at such date to "CCC" or lower by Standard & Poor's
                     and "Caa1" or lower by Moody's; and

              (v)    the Conditional Purchaser shall have received notice from
                     the Issuer Cash Manager that there will be sufficient
                     Issuer Available Revenue Receipts to pay all amounts of
                     interest on the Class A Notes scheduled to be paid on
                     such Transfer Date,

              in each case (except in respect of clause (v) above), on the
              date that the Conditional Purchase Activation Notice is
              delivered to the Conditional Purchaser and on such Transfer
              Date.

         (e)  The Conditional Purchase Commitment shall terminate upon the
              earlier of (i) the redemption in full of the Class A Notes and
              (ii) if not extended in accordance with Clause 2.1, the last day
              of the current Conditional Purchase Commitment Period.

2.3      Conditions Precedent

         The conditions precedent to the Conditional Purchaser entering into
         this Agreement are:

         (a)  Executed Copies of Relevant Documents and other documents

              On or prior to the Closing Date there having been delivered to
              the Conditional Purchaser executed copies by all parties thereto
              of the Relevant Documents, the Fee Letter, the Swap Agreement in
              respect of the Series 2005-3 Class A Notes and the Series 2005-3
              Loan Tranche Supplement;

         (b)  Legal Opinions

              On or prior to the Closing Date, there having been delivered to
              the Conditional Purchaser copies of opinions with respect to the
              enforceability of the Relevant Documents, in form and substance
              satisfactory to the Conditional Purchaser, dated the Closing
              Date, of Sidley Austin Brown & Wood, legal advisers as to
              English



                                      6
<PAGE>

              law to Northern Rock and Allen & Overy LLP, legal advisers as to
              English law to the Remarketing Bank;

         (c)  Certified Constitutional Documents

              On or prior to the Closing Date, there having been delivered to
              the Conditional Purchaser a copy, certified by a duly authorised
              director or the company secretary, as applicable, of the Issuer
              of (i) the Memorandum and Articles of Association of the Issuer;
              (ii) the resolution of the Board of Directors of the Issuer
              authorising the execution of the Relevant Documents and the Fee
              Letter and the entry into and performance of the transactions
              contemplated thereby; and the issue of the Class A Notes and the
              entry into and performance of the transactions contemplated
              thereby;

         (d)  Note Event of Default

              No Note Event of Default has occurred which is continuing on the
              Closing Date; and

         (e)  Ratings

              On or prior to the Closing Date, receipt of notification from
              Fitch, Moody's and Standard & Poor's that the long-term
              ratings for the Class A Notes of AAA/Aaa/AAA and the
              short-term ratings of A-1+/P-1/F1+ by Standard & Poor's,
              Moody's and Fitch, respectively, have been assigned either
              without conditions or subject only to the execution and
              delivery on or before the Closing Date of the Relevant
              Documents and any other applicable Transaction Documents.

3.       REPRESENTATIONS AND WARRANTIES

3.1      Representations and Warranties of Northern Rock and the Issuer

         (a)  Northern Rock represents and warrants to the other parties to
              this Agreement as at the date of this Agreement that:

              (i)    the execution of Relevant Documents to which it is a
                     party and the performance of the terms thereof by it have
                     been duly authorised by it and that such Relevant
                     Documents constitute its legal, valid and binding
                     obligations, enforceable against it in accordance with
                     their terms, subject as to enforceability to applicable
                     bankruptcy, insolvency, reorganisation, conservatorship,
                     receivership, liquidation or other similar laws affecting
                     the enforcement of creditors rights generally and to
                     general equitable principles;

              (ii)   the execution and delivery by it of the Relevant
                     Documents and the performance by it of the terms of such
                     Relevant Documents will not infringe any existing law or
                     regulation and are not contrary to the provisions of its
                     Memorandum and Articles of Association;

              (iii)  all consents and approvals of any court, government
                     department or other regulatory body in any jurisdiction
                     to which it is subject, required for the execution and
                     delivery by it of the Relevant Documents and the



                                      7
<PAGE>

                     performance by it of the terms of such Relevant Documents
                     have been obtained and are in full force and effect; and

              (iv)   it is duly incorporated as a public limited company under
                     the laws of England and Wales.

         (b)  The Issuer represents and warrants to the other parties to this
              Agreement as at the date of this Agreement that:

              (i)    the execution of the Relevant Documents, the Fee Letter
                     and the Transaction Documents to which it is a party and
                     the performance of the terms thereof by it have been duly
                     authorised by it and on the Closing Date such Relevant
                     Documents, Fee Letter and the Transaction Documents
                     constitute its legal, valid and binding obligations,
                     enforceable against it in accordance with their terms,
                     subject as to enforceability to applicable bankruptcy,
                     insolvency, reorganisation, conservatorship,
                     receivership, liquidation or other similar laws affecting
                     the enforcement of creditors rights generally and to
                     general equitable principles;

              (ii)   the execution and delivery by it of the Relevant
                     Documents, the Fee Letter and the Transaction Documents
                     and the performance by it of the terms of such Relevant
                     Documents, Fee Letter and the Transaction Documents will
                     not (A) conflict with, or result in a breach of, any of
                     the terms or provisions of, or constitute a default
                     under, the Memorandum and Articles of Association of the
                     Issuer or any agreement or instrument to which the Issuer
                     is a party or by which any of its assets or properties is
                     bound, or (B) infringe any applicable law or regulation;

              (iii)  all consents and approvals of any court, government
                     department or other regulatory body in any jurisdiction
                     to which it is subject, required for the execution and
                     delivery by it of the Relevant Documents and the Fee
                     Letter and the performance by it of the terms of such
                     Relevant Documents and Fee Letter have been obtained and
                     are in full force and effect;

              (iv)   it is duly incorporated as a public limited company under
                     the laws of England and Wales;

              (v)    the creation, sale and issue of the Class A Notes have
                     been duly authorised by the Issuer and, when executed and
                     authenticated in accordance with the Supplemental Issuer
                     Trust Deed and the Issuer Paying Agent and Agent Bank
                     Agreement, the Class A Notes will constitute legal, valid
                     and binding obligations of the Issuer and the
                     Supplemental Issuer Trust Deed will have been duly
                     qualified under the Trust Indenture Act; and

              (vi)   no event has occurred or circumstance arisen which, had
                     the Class A Notes already been issued, would constitute a
                     Note Event of Default as set out in the Terms and
                     Conditions of the Class A Notes.



                                      8
<PAGE>

3.2      Representations and Warranties of the Conditional Purchaser

         The Conditional Purchaser represents and warrants to the other
         parties to this Agreement that the Conditional Purchaser has the
         requisite power and authority to enter into each Relevant Document to
         which it is a party on the terms on which it is made and all
         requisite corporate authority has been taken for it to enter into
         such agreement and to perform the matters envisaged thereby at the
         requisite time and such agreement will constitute a valid and legally
         binding obligation, enforceable against the Conditional Purchaser in
         accordance with its terms, subject as to enforceability to applicable
         bankruptcy, insolvency, reorganisation, conservatorship,
         receivership, liquidation or other similar laws affecting the
         enforcement of creditors rights generally and to general equitable
         principles.

4.       UNDERTAKINGS

4.1      (a)  Northern Rock undertakes to the Conditional Purchaser that it
              will:

              (i)    indemnify and hold harmless the Conditional Purchaser on
                     an after tax basis (and each of its officers, directors
                     or employees and each person by whom it is controlled for
                     the purposes of the Securities Act) from and against any
                     claim, demand, action, liability, damages, cost, loss or
                     expense (including, without limitation, legal fees to the
                     extent permitted by Clause 4.3 and any applicable value
                     added tax) which it may incur as a result or arising out
                     of or in relation to any inaccuracy or alleged inaccuracy
                     contained in, or any breach or alleged breach of, any of
                     the representations and warranties in Clause 3.1 or any
                     breach or alleged breach of any of the undertakings in
                     Clause 4.1;

              (ii)   furnish to the Conditional Purchaser on the date hereof a
                     copy of the Prospectus certified by a duly authorised
                     officer of the Issuer and, without charge, such
                     additional number of copies of the Prospectus as the
                     Conditional Purchaser may reasonably request; and

              (iii)  indemnify and hold harmless Lloyds, the directors,
                     officers, employees and agents of Lloyds and each person
                     who controls Lloyds within the meaning of either Section
                     15 of the Securities Act or Section 20 of the Exchange
                     Act (each a "Lloyds Indemnified Person") against any and
                     all losses, claims, damages or liabilities, to which it
                     may become subject, including without limitation any such
                     losses, claims, damages or liabilities arising under the
                     Securities Act, the Exchange Act or other Federal or
                     state statutory law or regulation, at common law or
                     otherwise, insofar as such losses, claims, damages or
                     liabilities arise out of or are based upon any untrue
                     statement or alleged untrue statement of a material fact
                     contained in the prospectus dated 26 August 2005 (or any
                     amendment or supplement thereto) or any preliminary
                     prospectus (such prospectus, as amended or supplemented
                     and any preliminary prospectus, the "Prospectus") or
                     arise out of or are based upon the omission or alleged
                     omission to state therein a material fact required to be
                     stated therein or necessary to make the statements
                     therein not misleading, and agrees to reimburse each such
                     Lloyds Indemnified Person, as incurred, for any legal or
                     other



                                      9
<PAGE>

                     reasonable expenses incurred by them in connection with
                     investigating or defending any such loss, claim,
                     damage, liability or action; provided, however, that
                     Northern Rock will not be liable in any such case to the
                     extent that any such loss, claim, damage or liability
                     arises out of or is based upon any such untrue statement
                     or alleged untrue statement or omission or alleged
                     omission made in the Prospectus in reliance upon and in
                     conformity with written information furnished to Northern
                     Rock by or on behalf of the Conditional Purchaser or
                     Lloyds specifically for inclusion therein. Northern Rock
                     further agrees to reimburse each Lloyds Indemnified
                     Person for any legal and other expenses reasonably
                     incurred by such Lloyds Indemnified Person in
                     investigating or defending or preparing to defend against
                     any such loss, claim, damage, liability or action, as
                     such expenses are incurred.

         (b)  The Issuer Cash Manager undertakes that it will:

              (i)    notify the Remarketing Bank and the Conditional Purchaser
                     on the fifth (5th) Business Day prior to each Transfer
                     Date by 10:00 am (London time) if any of the conditions
                     specified in Clause 2.2(d) has not been satisfied;

              (ii)   on the fifth (5th) Business Day prior to each Transfer
                     Date by 10:00 am (London time) provide notice to the
                     Remarketing Bank and the Conditional Purchaser as to
                     whether or not there will be sufficient Issuer Available
                     Revenue Receipts to pay all amounts of interest on the
                     Class A Notes scheduled to be paid on such Transfer Date;

              (iii)  notify the Conditional Purchaser as soon as it becomes
                     aware of any downgrade of the rating of the Class A Notes
                     by any Rating Agency, and of any notice received from a
                     Rating Agency advising that the Class A Notes have been
                     placed under review for possible downgrade; and

              (iv)   notify the Conditional Purchaser of the occurrence of a
                     Note Event of Default within ten (10) Business Days of
                     obtaining actual knowledge thereof.

         (c)  The Conditional Purchaser undertakes to the Remarketing Bank and
              the Issuer Cash Manager that it will notify Fitch of any
              replacement of its liquidity provider(s) and of any addition of
              a liquidity provider.

         (d)  Lloyds undertakes to indemnify and hold harmless Northern Rock
              and the Remarketing Bank, their respective directors, officers,
              employees and agents and each person who controls Northern Rock
              and the Remarketing Bank within the meaning of either Section 15
              of the Securities Act or Section 20 of the Exchange Act (each,
              an "Indemnified Person") against any and all losses, claims,
              damages, liabilities or actions to which it may become subject,
              under any national, federal or state statutory law or regulation
              or at common law or otherwise, insofar as such losses, claims,
              damages, liabilities or actions arise out of or are based upon
              any untrue statement or alleged untrue statement of a material
              fact contained in the Specified Disclosure in the prospectus
              dated 26



                                      10
<PAGE>

              August 2005 (or any amendment or supplement thereto) or any
              preliminary prospectus, and agrees to reimburse each such
              Indemnified Person, as incurred, for any legal or other expenses
              reasonably incurred by them in connection with investigating,
              defending or preparing to defend any such loss, claim, damage,
              liability or action.

         For purposes of this Clause 4.1(d), "Specified Disclosure" means the
         information in the eleventh (11th) and twelfth (12th) paragraphs and
         the second sentence of the fourteenth (14th) paragraph under "Risk
         factors - Risks relating to remarketing and conditional purchase
         arrangements" beginning on page S-11 of the Prospectus and the
         information in the third (3rd ), fourth (4th) and fifth (5th)
         paragraphs under "The conditional purchaser" on page S-23 of the
         Prospectus.

4.2      If any claim, demand or action is brought or asserted under Clauses
         4.1(a)(i), 4.1(a)(iii) or 4.1(d) (each a "Claim"), the following
         provisions shall apply:

         (a)  Notification: the Conditional Purchaser or Lloyds, as the case
              may be (the "Indemnified Person") shall promptly notify Northern
              Rock (here the "Indemnifying Party") as soon as reasonably
              practicable after becoming aware of a Claim (but failure to do
              so shall not relieve the Indemnifying Party from liability);

         (b)  Assumption of defence: the Indemnifying Party shall, subject to
              Clause 4.4, be entitled to assume the defence of the relevant
              Claim including the retention of legal advisers approved by each
              Indemnified Person (which shall not be unreasonably withheld or
              delayed), subject to the payment by the Indemnifying Party of
              all legal and other expenses of such defence; and

         (c)  Separate representation: if the Indemnifying Party assumes the
              defence of the relevant Claim, each Indemnified Person shall be
              entitled to retain separate legal advisers and to participate in
              such defence but the legal or other expenses incurred in so
              doing shall, subject to Clause 4.4, be borne by such Indemnified
              Person unless the Indemnifying Party has specifically authorised
              such retention or participation.

4.3      Notwithstanding Clause 4.2, the Indemnified Person may retain
         separate legal advisers in each relevant jurisdiction and direct the
         defence of the relevant Claim. The Indemnifying Party shall reimburse
         the Indemnified Person for any legal or other expenses reasonably so
         incurred if:

         (a)  Indemnifying Party's failure: the Indemnifying Party (having
              assumed such defence) fails properly to make such defence or to
              retain for such purpose legal advisers approved by such
              Indemnified Person;

         (b)  Conflict of interest: such Indemnified Person has reasonably
              concluded that the use of any legal advisers chosen by the
              Indemnifying Party to represent such Indemnified Person would
              present such legal advisers with a conflict of interest; or

         (c)  Different defences: the actual or potential defendants in, or
              targets of, such Claim include both the Indemnifying Party and
              such Indemnified Person and such Indemnified Person has
              reasonably concluded that there are legal



                                      11
<PAGE>

              defences available to it which are different from or additional
              to those available to the Indemnifying Party.

4.4      The Indemnifying Party shall not, without the prior written consent
         of the Indemnified Person, settle or compromise, or consent to the
         entry of judgement with respect to, any pending or threatened Claim
         (irrespective of whether any Indemnified Person is an actual or
         potential defendant in, or target of, such Claim) unless such
         settlement, compromise or consent includes an unconditional release
         of each Indemnified Person from all liability arising out of the
         matters which are the subject of such claim. The Indemnifying Party
         shall not be liable to indemnify any Indemnified Person where the
         relevant Claim has been settled or compromised without its written
         consent (which shall not be unreasonably withheld).

4.5      The rights and remedies conferred upon the Conditional Purchaser and
         Lloyds under this Clause shall continue in full force and effect
         notwithstanding the completion of the arrangements set out herein for
         the purchase of, and payment for, the Class A Notes and regardless of
         any investigation made by the Conditional Purchaser or Lloyds, as the
         case may be.

5.       CLOSING OF CONDITIONAL PURCHASE

5.1      Payment

         As soon as is practicable in the working day in New York on each
         Transfer Date on which the Conditional Purchaser is required to
         purchase Unremarketed Notes, the Conditional Purchaser will pay or
         cause to be paid to or at the direction of the Remarketing Bank the
         Transfer Price in respect of the Unremarketed Notes specified in the
         Conditional Purchase Activation Notice applicable to such Transfer
         Date. The Remarketing Bank will hold the Transfer Price in the manner
         contemplated by Clause 3.13 of the Remarketing Agreement pending
         completion of the transfer of the Unremarketed Notes in accordance
         with Clause 5.2.

5.2      Transfer

         The Remarketing Bank will procure the transfer of interests in the
         Unremarketed Notes to the Settlement Account and will hold those
         interests in accordance with Clause 3.13 of the Remarketing Agreement
         and deliver them to the Conditional Purchaser against payment of the
         relevant Transfer Price.

6.       FEES

         In consideration of the agreement by the Conditional Purchaser to
         make the Conditional Purchase Commitment, the Issuer agrees to pay or
         procure the payment to the Conditional Purchaser of a commitment fee
         as agreed in a fee letter of even date herewith between the Issuer
         and the Conditional Purchaser. Such fee will be paid by the Issuer in
         accordance with the paragraph (C) of the Issuer Pre-Enforcement
         Revenue Priority of Payments and the Issuer shall only be liable to
         pay such fee from and to the extent of such funds.

7.       TERMINATION OF THIS AGREEMENT

7.1      Termination of this Agreement



                                      12
<PAGE>

         Notwithstanding anything contained herein, this Agreement shall
         terminate when the Conditional Purchase Commitment terminates by
         virtue of Clause 2.2(e).

7.2      Consequences of Termination of this Agreement

         Upon such termination in accordance with Clause 7.1 this Agreement
         shall terminate and be of no further effect and no party shall be
         under any liability to any other in respect of this Agreement, except
         that (i) Northern Rock shall remain liable under Clause 4.1(a)(i) to
         indemnify the Conditional Purchaser in accordance with the terms
         thereof for any breach of any representation or warranty provided
         such breach has occurred prior to the termination of this Agreement;
         and (ii) the indemnities provided by Northern Rock in Clause
         4.1(a)(iii) and by Lloyds in Clause 4.1(d) shall not so terminate.

8.       TRANSFER

         (a)  By written notice to Northern Rock and the Remarketing Bank, the
              Conditional Purchaser may at any time after the date of this
              Agreement transfer to any Person having short-term debt ratings
              of A-1+ by Standard & Poor's, P-1 by Moody's and F-1+ by Fitch
              as at the date of such transfer (each such Person, an "Eligible
              Transferee") all of its rights and obligations under this
              Agreement (including, without limitation, all of its Conditional
              Purchase Commitment). The Conditional Purchaser may not transfer
              any of its rights or obligations hereunder without:

              (i)    the prior written consent of Northern Rock and the
                     Remarketing Bank; and

              (ii)   a confirmation from each Rating Agency that the then
                     current ratings of the Class A Notes will not be
                     downgraded or withdrawn as a result of such transfer.

         (b)  Subject to the satisfaction of the conditions set forth in
              Clause 8(a), from and after the effective date specified in the
              written notice given by the Conditional Purchaser to Northern
              Rock and the Remarketing Bank:

              (i)    the transferor Conditional Purchaser shall be released
                     from further obligations under this Agreement and its
                     rights under this Agreement shall be cancelled;

              (ii)   the Eligible Transferee shall acquire the same rights and
                     assume the same obligations in place of the transferor
                     Conditional Purchaser expressed to be the subject of the
                     transfer in the written notice given by the Conditional
                     Purchaser; and

              (iii)  the Eligible Transferee shall become a party hereto as
                     the "Conditional Purchaser", and all references to the
                     Conditional Purchaser shall be construed accordingly.

9.       TIME



                                      13
<PAGE>

         Any date or period specified herein (excluding, subject to extension
         pursuant to Clause 2.1, the Conditional Purchase Commitment Period)
         may be postponed or extended by mutual agreement among the parties
         but, as regards any date or period originally fixed or so postponed
         or extended, time shall be of the essence.

10.      COMMUNICATIONS

         Any communication shall be given by letter, or by telex or facsimile
         transmission, or by telephone and shall be sent:

         (a)  if to the Issuer, to it at:

              Granite Master Issuer plc
              Fifth Floor
              100 Wood Street
              London EC2V 7EX

              Fax:        +44 (0) 20 7606 0643
              Attention:  The Company Secretary

         (b)  if to Northern Rock or to the Issuer Cash Manager, to it at:

              Northern Rock plc
              Northern Rock House
              Gosforth
              Newcastle upon Tyne  NE3 4PL

              Fax:        +44 (0) 191 279 4929
              Attention:  Securitisation, Risk Operations

         (c)  if to the Conditional Purchaser, to it at:

              Cancara Asset Securitisation Limited
              26 New Street, St. Helier
              Jersey  JE2 3RA
              Channel Islands

              Fax:        +44 (0)1534 814 815
              Attention:  Bedell SPV - Administration

              with a copy to:

              Securitisation
              Lloyds TSB Bank plc
              Faryner's House
              25 Monument Street
              London  EC2R 8BQ

              Fax:        +44(0) 20 7418 3881
              Attention:  Head of Securitisation

         (d)  if to Lloyds, to it at:

              Lloyds TSB Bank plc



                                      14
<PAGE>

              1251 Avenue of the Americas
              39th Floor
              New York, NY 10020
              USA

              Fax:        +212 930 5098
              Attention:  Director Structured Finance New York

         (e)  if to the Remarketing Bank, to it at:

              1585 Broadway
              New York New York 10036

              Fax:        +212 761 0587
              Attention:  Head of Short Term Fixed Income Sales

         Any such communication shall take effect, in the case of a letter, at
         the time of delivery, in the case of telex or facsimile transmission,
         at the time of dispatch or, in the case of telephone, when made.

         Any communication not by letter shall be confirmed by letter but
         failure to send or receive the letter of confirmation shall not
         invalidate the original communication. No communication pursuant to
         Clauses 2.1 or 2.2 may be made other than in writing, including via
         facsimile, and will be deemed received on actual receipt by the
         Conditional Purchaser.

11.      NON-PETITION AND LIMITED RECOURSE

11.1     (a)  Each of the parties hereto (other than the Issuer) undertakes to
              the Issuer that, it shall not until the expiry of one year and
              one day after the payment of all sums outstanding and owing
              under all Notes issued by the Issuer from time to time, take any
              corporate action or other steps or legal proceedings for the
              winding up, dissolution, arrangement, reconstruction or
              reorganisation or for the appointment of a liquidator, receiver,
              manager, administrator, administrative receiver or similar
              officer of the Issuer or any or all of its assets or revenues,
              petition or commence proceedings for the administration or
              winding-up of the Issuer (nor join any person in such
              proceedings or commencement of proceedings) nor commence any
              legal proceedings against the Issuer.

         (b)  Each of the parties hereto (other than the Conditional
              Purchaser) undertakes to the Conditional Purchaser that it shall
              not until the expiry of one year and one day after the latest
              maturing commercial paper note issued by the Conditional
              Purchaser is paid in full, take any corporate action or other
              steps or legal proceedings for the winding up, dissolution,
              arrangement, reconstruction, reorganisation or similar
              proceedings or for the appointment of a liquidator, receiver,
              manager, administrator, administrative receiver or similar
              officer of the Conditional Purchaser or any or all of its assets
              or revenues, petition or commence proceedings for the
              administration or winding-up of the Conditional Purchaser (nor
              join any person in such proceedings or



                                      15
<PAGE>

              commencement of proceedings) nor commence any legal proceedings
              against the Conditional Purchaser.

         The provisions of this Clause 11.1 shall survive the termination of
         this Agreement.

11.2     Notwithstanding anything to the contrary contained in this Agreement,
         the obligations of the Conditional Purchaser under this Agreement are
         solely the obligations of the Conditional Purchaser and shall be
         payable by the Conditional Purchaser solely as provided in this
         Clause 11.2. Each of the parties to this Agreement (other than the
         Conditional Purchaser) agrees that the Conditional Purchaser shall
         only be required to pay (a) any liabilities that it may incur under
         this Agreement, subject to the Conditional Purchaser having funds
         available in accordance with the payment priorities set out in
         Section 3(a)(v) of the Issuing and Paying Agency Agreement dated as
         of December 6, 2002 among the Conditional Purchaser and JPMorgan
         Chase Bank, N.A. as Issuing and Paying Agent (as amended,
         supplemented or otherwise modified from time to time, the "Issuing
         and Paying Agency Agreement"), and (b) any expenses, indemnities or
         other liabilities that it may incur under this Agreement, subject to
         funds being available for such purpose in accordance with the payment
         priorities set out in Section 3(a)(v) of the Issuing and Paying
         Agency Agreement.

         To the extent permitted by law, no recourse under any obligation,
         covenant or agreement of any person contained in this Agreement shall
         be had against any shareholder, officer, agent, affiliate or director
         of the Issuer or the Conditional Purchaser, by the enforcement of any
         assessment or by any legal proceedings, by virtue of any statute or
         otherwise; it being expressly agreed and understood that this
         Agreement is a corporate obligation of the Issuer and the Conditional
         Purchaser expressed to be a party hereto and no personal liability
         shall attach to or be incurred by the shareholders, officers, agents,
         affiliates or directors of such person as such, or any of them, under
         or by reason of any of the obligations, covenants or agreements of
         the Issuer or the Conditional Purchaser contained in this Agreement,
         or implied therefrom, and that any and all personal liability for
         breaches by such person of any such obligations, covenants or
         agreements, either under any applicable law or by statute or
         constitution, of every such shareholder, officer, agent, affiliate or
         director is hereby expressly waived by each person expressed to be a
         party hereto as a condition of and consideration for the execution of
         this Agreement; provided, however, that the foregoing shall not
         relieve any such person or entity of any liability they might
         otherwise have as a result of wilful misconduct or fraudulent actions
         or omissions taken by them.

         The provisions of this Clause 11.2 shall survive the termination of
         this Agreement.

11.3     The Conditional Purchaser is not, by reason of entering into this
         Agreement and providing its commitment hereunder, offering any
         securities under the Prospectus or in relation to the Class A Notes
         issued by the Issuer. The Conditional Purchaser is not involved in
         the remarketing of the Class A Notes issued by the Issuer, and has no
         obligation to remarket the Class A Notes. Its commitment to purchase
         can be called upon by the Remarketing Bank only in accordance with
         the Remarketing Agreement. The Conditional Purchaser is not
         soliciting any offers to buy the Class A Notes issued by the Issuer.
         The Conditional Purchaser's commercial paper notes have not and will
         not be registered under the Securities Act and may not be offered or
         sold in the United



                                      16
<PAGE>

         States absent registration or an applicable exemption from
         registration requirements.

12.      COUNTERPARTS

         This Agreement may be executed in any number of counterparts and by
         different parties hereto on separate counterparts each of which, when
         executed and delivered, shall constitute an original, but all the
         counterparts shall together constitute but one and the same
         instrument, provided, however, that this Agreement shall have no
         force or effect until it is executed by the last party to execute the
         same and shall be deemed to have been executed as delivered in the
         place where such last party executed this Agreement.

13.      GOVERNING LAW AND JURISDICTION

13.1     Governing Law

         This Agreement shall be governed by and construed in accordance with
         English law.

13.2     Jurisdiction

         The courts of England are to have jurisdiction to settle any disputes
         which may arise out of or in connection with this Agreement and
         accordingly any legal action or proceedings arising out of or in
         connection with this Agreement ("Proceedings") may be brought in such
         courts. The parties to this Agreement hereby irrevocably submit to
         the jurisdiction of such courts and waive any objection to
         Proceedings in such courts whether on the ground of venue or on the
         ground that the Proceedings have been brought in an inconvenient
         forum. This submission is for the benefit of each of the parties to
         this Agreement and shall not limit the right of any of them to take
         Proceedings in any other court of competent jurisdiction nor shall
         the taking of Proceedings in any one or more jurisdictions preclude
         the taking of Proceedings in any other jurisdiction (whether
         concurrently or not).

13.3     Service of Process

         The Conditional Purchaser irrevocably appoints SPV Management Limited
         of Tower 42, International Financial Centre, 25 Old Broad Street,
         London EC 2N 1HQ (the "Conditional Purchaser Process Agent") to
         receive, for it and on its behalf, service of process in any
         proceedings in England. Such service shall be deemed completed on
         delivery to the Conditional Purchaser's Process Agent (whether or not
         it is forwarded to and received by the Conditional Purchaser). If for
         any reason the Conditional Purchaser's Process Agent ceases to act as
         such or no longer has an address in England, the Conditional
         Purchaser irrevocably agrees to appoint a substitute process agent
         acceptable to each of the Issuer and the Issuer Cash Manager and
         shall immediately notify each of the Issuer and the Issuer Cash
         Manager of such appointment. Nothing shall affect the right to
         service process in any other manner permitted by law.



                                      17
<PAGE>

14.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

         A person who is not a party to this Agreement shall have no rights
         under the Contracts (Rights of Third Parties) Act 1999 to enforce any
         terms of this Agreement but this does not affect any rights or remedy
         of any person which exists or is available apart from that Act.

In witness whereof, this Agreement has been entered into on the date stated at
the beginning.



GRANITE MASTER ISSUER PLC
(as Issuer)

By:



NORTHERN ROCK PLC

By:



NORTHERN ROCK PLC
(as Issuer Cash Manager)

By:





CANCARA ASSET SECURITISATION LIMITED
(as Conditional Purchaser)

By:





MORGAN STANLEY & CO. INCORPORATED
(as the Remarketing Bank)

By:




                                      18
<PAGE>

LLOYDS TSB BANK PLC
(only for purposes of Clause 4.1(d) of this Agreement)



By:



                                      19
<PAGE>

                                  SCHEDULE 1
                           FORM OF EXTENSION REQUEST

                    [on letterhead of the Remarketing Bank]

                                                                     [DATE]

To: Cancara Asset Securitisation Limited

Fax:         +1534 814815
Attention:   Bedell SPV - Administration

Ladies and Gentlemen:

We refer to the Conditional Purchase Agreement dated 31 August, 2005 (as
amended from time to time, the "Agreement") among Granite Master Issuer plc,
as Issuer, Cancara Asset Securitisation Limited (the "Conditional Purchaser"),
Morgan Stanley & Co. Incorporated (the "Remarketing Bank"), Lloyds TSB Bank
plc and Northern Rock plc, in its individual capacity and as Issuer Cash
Manager. Terms and expressions defined herein shall bear the meanings ascribed
to such terms in the Agreement or, if not defined therein, in the Programme
Master Definitions Schedule referred to in the Agreement.

Pursuant to Clause 2.1(b) of the Agreement, we, as the Remarketing Bank,
hereby irrevocably request the Conditional Purchaser to extend the Conditional
Purchase Commitment Period to [ ].

                                     Yours faithfully,

                                     MORGAN STANLEY & CO. INCORPORATED,
                                     as Remarketing Bank



                                     By_____________________________



                                     Name:


                                     Title:



                                      20
<PAGE>

                                  SCHEDULE 2
                          FORM OF NOTICE OF EXTENSION

                 [on letterhead of the Conditional Purchaser]

                                                                     [DATE]

Northern Rock plc, as Issuer Cash Manager
Northern Rock House, Gosforth
Newcastle upon Tyne  NE3 4PL

Morgan Stanley & Co. Incorporated, as Remarketing Bank
1585 Broadway
New York, New York 10036
Attention: Head of Securitisation



Ladies and Gentlemen:

We refer to the Conditional Purchase Agreement dated 31 August, 2005 (as
amended from time to time, the "Agreement") among Granite Master Issuer plc,
as Issuer, Cancara Asset Securitisation Limited (the "Conditional Purchaser"),
Morgan Stanley & Co. Incorporated (the "Remarketing Bank"), Lloyds TSB Bank
plc and Northern Rock plc, in its individual capacity and as Issuer Cash
Manager. Terms and expressions defined herein shall bear the meanings ascribed
to such terms in the Agreement or, if not defined therein, in the Programme
Master Definitions Schedule referred to in the Agreement.

Pursuant to Clause 2.1(c) of the Agreement, we, as the Conditional Purchaser
hereby consent to the Extension Request dated [         ]. The new Conditional
Purchaser Commitment Period shall commence on [o] and end on [o].

                                   Yours faithfully,

                                   CANCARA ASSET SECURITISATION
                                   LIMITED, as Conditional Purchaser



                                   By________________________________


                                   Name:


                                   Title:



                                      21
<PAGE>

                                  SCHEDULE 3
                FORM OF CONDITIONAL PURCHASE ACTIVATION NOTICE

                  [on the letterhead of the Remarketing Bank]



To:  Cancara Asset Securitisation Limited

Fax:  +1534 814815
Attention:  Bedell SPV - Administration

[ Date ]

Dear Sirs

Granite Master Issuer plc
$1,000,000,000 Class A Notes due 2054


All terms used herein shall have the meanings specified in or by reference to
the Conditional Purchase Agreement entered into on 31 August 2005 between,
inter alios, the Issuer, Northern Rock plc and Cancara Asset Securitisation
Limited (the "Agreement").

In respect of the Transfer Date occurring on [ ], the Remarketing Bank
delivers this Conditional Purchase Activation Notice pursuant to Clauses
2.2(b) and 2.2(c) of the Agreement, and hereby confirms that:

(a)  there will be U.S.$[ ] aggregate Principal Amount Outstanding of
     Unremarketed Notes on such Transfer Date;

(b)  the Transfer Price on the above Transfer Date is U.S.$[ ] and is to be
     paid to the following account: [ ];

(c)  the Remarketing Bank has not received notice from the Issuer Cash Manager
     that any of the events specified in Clause 2.2(d) of the Agreement has
     occurred and is continuing and the Remarketing Bank is otherwise not
     aware that any of the events in such Clause 2.2(d) has occurred and is
     continuing;

(e)  the Unremarketed Notes to be purchased are identified in the schedule at
     the end of this notice; and

(f) the Remarketing Bank will procure the transfer of interests in the
Unremarketed Notes to the Settlement Account and will hold those interests in
accordance with Clause 3.13 of the Remarketing Agreement and deliver them to
you against payment of the Transfer Price.



                                      22
<PAGE>

Yours faithfully,



MORGAN STANLEY & CO. INCORPORATED

By:
    ---------------------------------------------------

Name:

Title:


Copy to:
Northern Rock plc, as Issuer Cash Manager
Northern Rock House, Gosforth
Newcastle upon Tyne  NE3 4PL

Fax:        +44 (0) 191 279 4929
Attention:  Securitisation, Risk Operations

Granite Master Issuer plc
Fifth Floor
100 Wood Street
London EC2V 7EX

Fax No:     +44 (0) 20 76060643
Attention:  The Company Secretary

SCHEDULE OF CLASS A NOTES TO BE PURCHASED:



                                      23
<PAGE>

                                  SCHEDULE 4
                CONDITIONS TO PURCHASE UNDER CLAUSE 2.2(d)(iii)




     (A)  The Issuer fails to pay for a period of seven (7) Business Days any
          amount of principal of the Class A Notes of any series when such
          payment ought to have been paid in accordance with the conditions or
          the issuer fails to pay for a period of fifteen (15) Business Days
          any amount of interest on the Class A Notes of any series when such
          payment ought to have been paid in accordance with the conditions;
          or

     (B)  the Issuer fails to perform or observe any of its other obligations
          under the Class A Notes of any series, the Issuer Trust Deed, the
          Issuer Deed of Charge or any other Transaction Document, and (except
          where the Note Trustee certifies that, in its opinion, such failure
          is incapable of remedy, in which case no notice will be required) it
          remains unremedied for 30 days after the Note Trustee has given
          notice of it to the Issuer requiring the same to be remedied; and
          the Note Trustee has certified that the failure to perform or
          observe is materially prejudicial to the interests of the holders of
          the Class A Notes of such Series; or

     (C)  except for the purposes of an amalgamation or restructuring as
          described in paragraph (D), the Issuer ceases or threatens to cease
          carrying on all or a substantial part of the Issuer's business or
          the Issuer is deemed unable to pay its debts within the meaning of
          section 123(1)(a), (b), (c) or (d) of the Insolvency Act 1986 (as
          that section may be amended, modified or re-enacted) or becomes
          unable to pay its debts within the meaning of section 123(2) of the
          Insolvency Act 1986 (as that section may be amended, modified or
          re-enacted); or

     (D)  an order is made or an effective resolution is passed for the
          Issuer's winding up except for the purposes of or pursuant to an
          amalgamation, restructuring or merger previously approved by the
          Note Trustee in writing or by an Extraordinary Resolution (as
          defined in the Issuer Trust Deed) of the Holders of the Class A
          Notes; or

     (E)  proceedings are otherwise initiated against the Issuer under any
          applicable liquidation, insolvency, composition, reorganization or
          other similar laws (including, but not limited to, presentation of a
          petition or the making of an application for administration or the
          filing of documents with the court for an administration) and
          (except in the case of presentation of a petition for an
          administration order) such proceedings are not, in the opinion of
          the Note Trustee, being disputed in good faith with a reasonable
          prospect of success, a formal notice is given of intention to
          appoint an administrator in relation to the Issuer or an
          administration order being granted or an administrative receiver or
          other receiver, liquidator or other similar official being appointed
          in relation to the Issuer or in relation to the whole or any
          substantial part of the undertaking or assets of the Issuer, or an
          encumbrancer taking possession



                                      24
<PAGE>

          of the whole or any substantial part of the undertaking or assets
          of the Issuer, or a distress, execution, 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 Issuer and such
          possession or process (as the case may be) not being discharged or
          not otherwise ceasing to apply within 30 days, or the Issuer
          initiates or consents to judicial proceedings relating to itself
          under applicable liquidation, insolvency, composition,
          reorganisation or other similar laws or makes a conveyance or
          assignment for the benefit of its creditors generally or a
          composition or similar arrangement with the creditors or takes steps
          with a view to obtaining a moratorium in respect of the Issuer's
          indebtedness, including without limitation, the filing of documents
          with the court; or

     (F)  if a Funding 2 Intercompany Loan Enforcement Notice is served in
          respect of any Funding 2 Intercompany Loan Agreement while the Class
          A Notes of any Series are outstanding.

Terms used in this Schedule 4 and not otherwise defined shall bear the
meanings given to them in the Terms and Conditions of the Class A Notes.



                                      25