MASTER INTERCOMPANY LOAN AGREEMENT

Exhibit 4-1-1

MASTER INTERCOMPANY LOAN AGREEMENT

28 NOVEMBER 2006

▇▇▇▇▇▇ FUNDING LIMITED

as Funding

▇▇▇▇▇▇ MASTER ISSUER PLC

as Master Issuer

BNY CORPORATE TRUSTEE SERVICES LIMITED

as Security Trustee

and

THE BANK OF NEW YORK, LONDON BRANCH

as Agent Bank

▇▇▇▇▇ & ▇▇▇▇▇ LLP

12262-02377 ICM:3677082.7

Schedule

(1)

▇▇▇▇▇▇ FUNDING LIMITED (registered number 3982428), a private limited company incorporated under the laws of England and Wales, whose registered office is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Funding);

(2)

▇▇▇▇▇▇ MASTER ISSUER PLC a company incorporated in England and Wales with limited liability (registered number 5953811), and having its registered office at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Master Issuer);

(3)

BNY CORPORATE TRUSTEE SERVICES LIMITED (formerly known as JPMorgan Chase Bank, N.A., London Branch) (the Security Trustee, which expression where the context permits shall include such person and all other persons for the time being acting as the trustee or trustees under the Funding Deed of Charge) whose principal office is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; and

(4)

THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as the Agent Bank appointed by the Master Issuer under the Master Issuer Paying Agent and Agent Bank Agreement).

(A)

From time to time, the Master Issuer will issue Master Issuer Notes pursuant to the Programme.

(B)

The Master Issuer has agreed that it will lend the proceeds (or, as applicable, the sterling equivalent thereof) of any issue of Master Issuer Notes by it to Funding.

(C)

This Agreement sets out the terms and conditions with respect to lending by the Master Issuer of the proceeds of the issue of Master Issuer Notes to Funding.

1.

DEFINITIONS AND INTERPRETATION

2.

THE FACILITY

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3.

CONDITIONS PRECEDENT

(a)

the related Series and Class of Master Issuer Notes has been issued by the Master Issuer on the relevant Closing Date and the subscription proceeds thereof have been received by or on behalf of the Master Issuer;

(b)

the Security Trustee has confirmed to Funding that it or its advisers have received (at any time on or prior to such Closing Date) all the information and documents listed in Schedule 1 hereto (Conditions Precedent) in form and substance satisfactory to the Security Trustee;

(c)

Funding and the Master Issuer have signed a Term Advance Supplement in respect of that Term Advance (substantially in the form set out in Schedule 3 hereto (Form of Term Advance Supplement));

(d)

Funding has confirmed in the applicable Term Advance Supplement that:

(i)

no Master Intercompany Loan Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of such Term Advance; and

(ii)

the representations set out in Clause 13 are true on and as of the relevant Closing Date by reference to the facts and circumstances then existing;

(e)

Funding has delivered a solvency certificate substantially in the form set out in Schedule 4 hereto;

(f)

the Master Issuer has confirmed in the applicable Term Advance Supplement that no Note Event of Default has occurred and is continuing unremedied (if capable of remedy) or unwaived or would result from the making of such Term Advance;

(g)

each of the Rating Agencies has confirmed in writing to the Security Trustee that there will not, as a result of the Master Issuer issuing any Master Issuer Notes on the Closing Date, be any adverse effect on the then current ratings by the Rating Agencies of any then outstanding Master Issuer Notes of the Master Issuer;

(h)

one or more Deeds of Accession relating to the Funding Deed of Charge have been executed by any additional Funding Secured Creditors and the parties to the Funding Deed of Charge; and

(i)

all other conditions precedent as may be specified in the applicable Term Advance Supplement have been satisfied.

4.

PURPOSE

4.1

Purpose and application of a Term Advance

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(a)

to pay the Seller the Purchase Price for the sale of any New Portfolio to the Mortgages Trustee on the relevant Closing Date (which payment shall increase the Funding Share of the Trust Property in accordance with the terms of the Mortgages Trust Deed);

(b)

to acquire part of the Seller Share of the Trust Property (such payment to be made to the Seller which shall increase the Funding Share of the Trust Property in accordance with the terms of the Mortgages Trust Deed);

(c)

to refinance the existing debt of Funding, including any existing Term Advance (in whole or in part); and/or

(d)

to fund or partly fund or replenish the Funding Reserve Fund.

4.2

Application of amounts

5.

LIMITED RECOURSE

5.1

Recourse limited to available funds

5.2

Shortfall on Final Repayment Date

6.

ADVANCE OF TERM ADVANCES

6.1

Notice to Funding

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(a)

the amount and currency or currencies of the proposed issue of each Series and Class of Master Issuer Notes under the Programme;

(b)

the Specified Currency Exchange Rate(s) at which the Master Issuer will swap the proceeds of each Series and Class of Master Issuer Notes that is not denominated in Sterling into Sterling; and

(c)

the principal amount of each Term Advance available for drawing under the Master Intercompany Loan Facility on such Closing Date.

6.2

Term Advances correspond to Series and Classes of Master Issuer Notes

6.3

Term Advance Supplement

6.4

Single drawing of the Term Advance

6.5

Redemption/Payment Basis

7.

INTEREST

7.1

Term Advance Interest Periods

(a)

The first Term Advance Interest Period in respect of a Term Advance will commence on (and include) the Interest Commencement Date relating to that Term Advance and end on (but exclude) the first Interest Payment Date falling thereafter. Each subsequent Term Advance Interest Period shall commence on (and include) an Interest Payment Date and end on (but exclude) the next following Interest Payment Date.

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(b)

Whenever it is necessary to compute an amount of interest in respect of a Term Advance for any period (including any Term Advance Interest Period), such interest shall be calculated on the basis of actual days elapsed in a 365 day year.

7.2

Determination of Term Advance Interest Amount

(a)

On the Interest Determination Date in relation to such Term Advance, the Agent Bank will determine the Relevant Screen Rate in respect of such Term Advance at or about 11.00 am London time. If the Relevant Screen Rate is unavailable, the Agent Bank will request the principal London office of each of the Reference Banks to provide the Agent Bank with its offered quotation to leading banks for three-month Sterling deposits of £10,000,000 in the London inter-bank market as at or about 11.00 am London time on such Interest Determination Date.

(b)

The Term Advance Rate of Interest for such Term Advance for the Term Advance Interest Period relating to such Term Advance shall be the aggregate of:

(i)

the Relevant Margin in respect of such Term Advance; and

(ii)

the Relevant Screen Rate in respect of such Term Advance (or, in the case of the initial Interest Determination Date for such Term Advance, the linear interpolation of the Relevant Screen Rate) or, if the Relevant Screen Rate is unavailable, the arithmetic mean (or, in the case of the initial Interest Determination Date for such Term Advance, the linear interpolation of the arithmetic mean) of such offered quotations by the Reference Banks (rounded upwards, if necessary, to five decimal places).

(c)

If on any Interest Determination Date in relation to such Term Advance, the Relevant Screen Rate in respect of such Term Advance is unavailable and only two or three of the Reference Banks provide offered quotations, the Term Advance Rate of Interest for such Term Advance for the relevant Term Advance Interest Period shall be determined in accordance with the provisions of sub-paragraph (a) above on the basis of the offered quotations of those Reference Banks providing such quotations.

(d)

If, on any such Interest Determination Date, only one or none of the Reference Banks provides the Agent Bank with such an offered quotation, the Agent Bank shall forthwith consult with the Security Trustee and the Master Issuer for the purposes of agreeing two banks (or, where one only of the Reference Banks provided such a quotation, one additional bank) to provide such a quotation or quotations to the Agent Bank (which bank or banks are in the opinion of the Security Trustee suitable for such purpose) and the Term Advance Rate of Interest for such Term Advance for the Term Advance Interest Period in question shall be determined, as aforesaid, on the basis of the offered quotations of such banks as so agreed (or, as the case may be, the offered quotations of such bank as so agreed and the relevant Reference Bank).

(e)

If no such bank or banks is or are so agreed or such bank or banks as so agreed does or do not provide such a quotation or quotations, then the Term Advance Rate of Interest for such Term Advance for the relevant Interest Periods shall be the Term Advance Rate of Interest in relation to such Term Advance in effect for the immediately preceding Interest Period to

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(f)

There will be no minimum or maximum Term Advance Rate of Interest for such Term Advance.

(g)

The Agent Bank shall as soon as practicable after 11:00 a.m. (London time) on each Interest Determination Date, determine and notify the Master Issuer, Funding, the Cash Manager and the Security Trustee of: (i) the Term Advance Rate of Interest applicable to such Term Advance for the relevant Interest Period and (ii) the Term Advance Interest Amount payable in respect of such Term Advance for the relevant Interest Period.

(h)

The Term Advance Interest Amount for such Term Advance shall be determined by applying the relevant Term Advance Rate of Interest to the Outstanding Principal Balance of such Term Advance, multiplying the sum by the day count fraction described in Clause 7.1 and rounding the resultant figure to the nearest ▇▇▇▇▇ (half a ▇▇▇▇▇ being rounded upwards).

(i)

If the Agent Bank does not at any time for any reason determine the Term Advance Rate of Interest and the Term Advance Interest Amount for any Term Advance in accordance with paragraphs 7.2(a) to (g) above, the Security Trustee shall (subject to it being indemnified to its satisfaction) determine the Term Advance Rate of Interest and Term Advance Interest Amount for each Term Advance and any such determination shall be deemed to have been made by the Agent Bank.

(j)

All notifications, opinions, determinations, certificates, calculations and decisions given, expressed, made or obtained for the purposes of this Clause 7, whether by the Agent Bank or the Security Trustee, shall (in the absence of wilful default, bad faith or manifest error) be binding on Funding, the Master Issuer, the Cash Manager, the Agent Bank, the Security Trustee and (in such absence as aforesaid) no liability to Funding shall attach to the Master Issuer, the Agent Bank, the Security Trustee or the Cash Manager in connection with the exercise or non-exercise by them or any of them of their powers, duties and discretions hereunder.

7.3

Payment on Interest Payment Dates

7.4

Deferred Interest

7.5

Certain Fees

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(a)

the fees, costs, charges, liabilities and expenses and any other amounts due and payable to the Note Trustee and the Master Issuer Security Trustee pursuant to the Master Issuer Trust Deed, the Master Issuer Deed of Charge or any other Transaction Document, together with interest thereon as provided therein;

(b)

the reasonable fees and expenses of any legal advisers, accountants and auditors appointed by the Master Issuer and properly incurred in their performance of their functions under the Transaction Documents which have fallen due;

(c)

the fees, costs and expenses due and payable to the Paying Agents, the Agent Bank, the Transfer Agent and the Registrar pursuant to the Master Issuer Paying Agent and Agent Bank Agreement;

(d)

any amounts due and payable by the Master Issuer to HM Revenue and Customs in respect of the Master Issuer's liability to United Kingdom corporation tax (insofar as payment is not or will not be capable of being satisfied by the surrender of group relief or out of the profits, income or gains of the Master Issuer and subject to the terms of the Master Issuer Deed of Charge) or any other Taxes payable by the Master Issuer;

(e)

the fees, costs, charges, liabilities and expenses due and payable to the Master Issuer Account Bank pursuant to the Master Issuer Bank Account Agreement (if any);

(f)

the fees, costs, charges, liabilities and expenses due and payable to the Master Issuer Cash Manager pursuant to the Master Issuer Cash Management Agreement;

(g)

the fees, costs, charges, liabilities and expenses due and payable to the Master Issuer Corporate Services Provider pursuant to the Master Issuer Corporate Services Agreement;

(h)

any termination payment due and payable by the Master Issuer to a Master Issuer Swap Provider pursuant to a Master Issuer Swap Agreement;

(i)

an amount equal to 0.01 per cent of the interest amounts paid by Funding to the Master Issuer on the Term Advances on an Interest Payment Date, provided that the amount payable by Funding to the Master Issuer pursuant to this paragraph (i) together with the amount payable by Funding to the Master Issuer pursuant to paragraph (d) above, in respect of each accounting period of the Master Issuer, shall in aggregate not exceed an amount equal to 0.01% of the interest amounts paid by Funding to the Master Issuer in respect of the Term Advances in that accounting period; and

(j)

any other amounts due or overdue by the Master Issuer to third parties including the Rating Agencies and the amounts paid by the Master Issuer under the Programme Agreement, each Subscription Agreement and each Initial Purchase Agreement (excluding, for these purposes, the Noteholders) other than amounts specified in paragraphs (a) to (i) above,

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7.6

Set-off

8.

REPAYMENT

8.1

Repayment of Term Advances

(a)

prior to the earlier to occur of the Step-Up Date (if any) in respect of such Term Advance and prior to the occurrence of a Trigger Event, enforcement of the Funding Security or the service on the Master Issuer of a Note Enforcement Notice, the lower of:

(i)

the amount due to be paid on such Loan Payment Date as specified for such Term Advance in the applicable Term Advance Supplement; and

(ii)

the amount which is available, under the terms of the Funding Deed of Charge and the Cash Management Agreement to repay principal in respect of such Term Advance as set out in paragraph 1 of Part II of Schedule 3 of the Funding Deed of Charge,

(b)

following the occurrence of a Non-Asset Trigger Event but prior to the occurrence of an Asset Trigger Event, enforcement of the Funding Security or the service on the Master Issuer of a Note Enforcement Notice, the amount which is available under the terms of the Funding Deed of Charge and the Cash Management Agreement to repay principal in respect of such Term Advance in such circumstances as set out in paragraph 5 of Part II of Schedule 3 of the Funding Deed of Charge; or

(c)

following the occurrence of an Asset Trigger Event but prior to enforcement of the Funding Security or the service on the Master Issuer of a Note Enforcement Notice, the amount which is available under the terms of the Funding Deed of Charge and the Cash Management Agreement to repay principal in respect of such Term Advance in such

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(d)

following enforcement of the Funding Security but prior to service on the Master Issuer of a Note Enforcement Notice, the amount which is available under the terms of the Funding Deed of Charge and the Cash Management Agreement to repay principal in respect of such Term Advance in such circumstances as set out in paragraph 7.1 of Part II of Schedule 3 of the Funding Deed of Charge; or

(e)

following service on the Master Issuer of a Note Enforcement Notice, the amount which is available under the terms of the Funding Deed of Charge and the Cash Management Agreement to repay principal in respect of such Term Advance in such circumstances as set out in paragraph 7.2 of Part II of Schedule 3 of the Funding Deed of Charge.

8.2

Term Advance Ratings

8.3

Payment subject to terms of the Funding Deed of Charge

9.

PREPAYMENT

9.1

Prepayment for taxation or other reasons

(a)

Funding is required to withhold or deduct from any payment of principal or interest in respect of any Term Advance any amount for or on account of Tax; or

(b)

the Master Issuer is required to withhold or deduct from any payment of principal, interest or premium in respect of its Master Issuer Notes any amount for or on account of Tax; or

(c)

a Term Advance becomes illegal as described in Clause 11,

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9.2

Prepayment at option of Master Issuer

9.3

Application of monies

10.

TAXES

10.1

No gross up

10.2

Tax receipts

11.

ILLEGALITY

12.

MITIGATION

(a)

the prepayment of the Term Advances pursuant to Clause 11; or

(b)

a withholding or deduction from the amount to be paid by Funding for or on account of Taxes pursuant to Clause 10,

10

(i)

promptly upon becoming aware of the circumstances, notify the Security Trustee, Funding and the Rating Agencies; and

(ii)

upon written request from Funding, take such reasonable steps as may be practical to mitigate the effects of those circumstances including (without limitation) the assignment of the Master Issuer's rights under this Agreement to, and assumption of all the Master Issuer's obligations under this Agreement by, another company satisfactory to the Security Trustee, which is willing to participate in the Term Advances in its place and which is not subject to (a) and/or (b) above,

13.

REPRESENTATIONS AND WARRANTIES OF FUNDING

13.1

Representations and warranties

13.2

Status

(a)

It is a limited liability company duly incorporated, validly existing and registered under the laws of the jurisdiction in which it is incorporated, capable of being sued in its own right and not subject to any immunity from any proceedings; and

(b)

it has the power to own its property and assets and to carry on its business as it is being conducted.

13.3

Powers and authority

13.4

Legal validity

13.5

Non-conflict

11

(a)

result in the existence or imposition of, nor oblige it to create, any Security Interest in favour of any person (other than the Funding Secured Creditors or as otherwise contemplated in the Transaction Documents) over all or any of its present or future revenues or assets;

(b)

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

(c)

conflict with its constitutional documents; or

(d)

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

13.6

No litigation

13.7

No default

13.8

Authorisations

13.9

Registration requirements

13.10

Ranking of security

13.11

No other business

(a)

It has not traded or carried on any business since its date of incorporation or engaged in any activity whatsoever that is not incidental to or necessary in connection with any of the activities in which the Transaction Documents provide or envisage that it will engage; and

(b)

it is not party to any material agreements other than the Transaction Documents.

13.12

Ownership

(a)

Its entire issued share capital is beneficially owned and controlled by Holdings; and

(b)

its shares are fully paid.

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13.13

Good title as to assets

13.14

Tax

(a)

It is a resident for tax purposes and legally domiciled in its jurisdiction of incorporation; and

(b)

it has no branch, business establishment or other fixed establishment outside the United Kingdom.

13.15

Repetition

14.

COVENANTS

14.1

Duration

14.2

Information

(a)

as soon as the same are available its audited accounts for that Financial Year; and

(b)

promptly, such other information in connection with the matters contemplated by the Transaction Documents as the Security Trustee or the Rating Agencies may reasonably request.

14.3

Notification of Default

14.4

Authorisations

(a)

obtain, maintain and comply with the terms of; and

(b)

upon request, supply certified copies to the Master Issuer and the Security Trustee of,

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14.5

Pari passu ranking

14.6

Negative pledge

14.7

Disposals

14.8

Mergers and Acquisitions

(a)

Funding shall not enter into any amalgamation, demerger, merger or reconstruction.

(b)

Funding shall not acquire any assets or business or make any investments other than as contemplated in the Transaction Documents.

14.9

Lending and borrowing

(a)

Except as provided or contemplated under the Transaction Documents, Funding shall not make any loans or provide any other form of credit to any person.

(b)

Funding shall not give any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which Funding assumes any liability of any other person.

(c)

Funding shall not incur any indebtedness in respect of any borrowed money other than under the Transaction Documents.

14.10

Shares and dividends

(a)

declare or pay any dividend or make any other distribution in respect of any of its shares other than in accordance with the Funding Deed of Charge;

(b)

issue any further shares or alter any rights attaching to its issued shares as at the date hereof; or

(c)

repay or redeem any of its share capital.

14.11

Change of business

(a)

Funding shall not carry on any business or engage in any activity other than as contemplated by the Transaction Documents or which is not incidental to or necessary in connection with

14

(b)

Funding shall not have any subsidiaries or subsidiary undertakings as defined in the Companies ▇▇▇ ▇▇▇▇, as amended.

(c)

Funding shall not have any employees or own any premises.

14.12

Tax

14.13

United States Activities

15.

DEFAULT

15.1

Master Intercompany Loan Events of Default

15.2

Non-payment

15.3

Breach of other obligations

15.4

Misrepresentation

15

15.5

Insolvency

15.6

Creditors' process

15.7

Unlawfulness

15.8

The Funding Deed of Charge

15.9

Ownership

15.10

Acceleration of Master Intercompany Loan

(a)

declare all Term Advances made under this Agreement to be immediately due and payable, whereupon the same shall, subject to Clause 15.11, become so payable together with accrued interest thereon and any other sums then owed by Funding under this Agreement; and/or

(b)

declare the Term Advances to be due and payable on demand of the Security Trustee.

15.11

Repayment of Master Intercompany Loan on acceleration

16.

DEFAULT INTEREST AND INDEMNITY

16.1

Default Loan Interest Periods

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16.2

Default interest

16.3

Payment of default interest

16.4

Broken periods

16.5

Funding's payment indemnity

(a)

against any cost, claim, loss, expense (including legal fees) or liability together with any amount in respect of Irrecoverable VAT thereon (other than by reason of the negligence or wilful default by the Master Issuer) which it may sustain or incur as a consequence of the occurrence of any Master Intercompany Loan Event of Default or any default by Funding in the performance of any of the obligations expressed to be assumed by it in any of the Transaction Documents (other than by reason of negligence or wilful default on the part of the Master Issuer or prior breach by the Master Issuer of the terms of any of the Transaction Documents to which it is a party);

(b)

against any loss it may suffer as a result of its funding a Term Advance requested by Funding under the Master Intercompany Loan Agreement but not made; and

(c)

against any other loss or liability (other than by reason of the negligence or default of the Master Issuer or breach by the Master Issuer of the terms of any of the Transaction Documents to which it is a party (except where such breach is caused by the prior breach of Funding) or loss of profit) it may suffer by reason of having made a Term Advance available or entering into this Agreement or enforcing any security granted pursuant to the Funding Deed of Charge.

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17.

PAYMENTS

17.1

Payment

(a)

Subject to Clause 5, all amounts of interest and principal to be paid to the Master Issuer under this Agreement shall be paid in Sterling for value by Funding to the Master Issuer Transaction Account and the relevant irrevocable payment instruction for such payment shall be given by Funding by no later than noon to the Master Issuer Cash Manager under the Master Issuer Cash Management Agreement (with a copy to the Master Issuer and the Security Trustee) on the Distribution Date immediately preceding the relevant Interest Payment Date.

(b)

On each date on which this Agreement requires any amount other than the amounts specified in Clause 17.1(a) to be paid by Funding, Funding shall, save as provided otherwise herein, make the same available to the Master Issuer by payment in Sterling in immediately available, freely transferable, cleared funds to the Master Issuer Transaction Account.

17.2

Alternative payment arrangements

17.3

No set-off

18.

ENTRENCHED PROVISIONS

(a)

the determination of the Term Advance Rates of Interest;

(b)

Clause 5 (Limited Recourse);

(c)

Clause 10 (Taxes); and

(d)

Clause 19.5 (Security Trustee).

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19.

FURTHER PROVISIONS

19.1

Evidence of indebtedness

19.2

Entire Agreement, Amendments and Waiver and Rights cumulative

(a)

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

(b)

Subject to Clause 18, no amendment or waiver of any provision of this Agreement nor consent to any departure by any of the parties therefrom shall in any event be effective unless the same shall be in writing and signed by each of the parties hereto. In the case of a waiver or consent, such waiver or consent shall be effective only in the specific instance and as against the party or parties giving it for the specific purpose for which it is given.

(c)

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

19.3

Assignment

(a)

the Master Issuer may assign its rights, title, interest or benefit hereunder to the Security Trustee pursuant to the Master Issuer Deed of Charge; and

(b)

Funding may assign its rights hereunder to the Security Trustee pursuant to the Funding Deed of Charge.

19.4

Severability

(a)

the validity or enforceability in that jurisdiction of any other provision of this Agreement; or

(b)

the validity or enforceability in other jurisdictions of that or any other provision of this Agreement.

19.5

Security Trustee

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19.6

Counterparts

19.7

Third Party Rights

20.

REDENOMINATION

21.

NOTICES

(a)

in the case of the Master Issuer, to ▇▇▇▇▇▇ Master Issuer PLC, at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Company Secretary with a copy to Abbey National plc, c/o Abbey House (AAM 129), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇ ▇▇▇) for the attention of Securitisation Team, Retail Credit Risk;

(b)

in the case of Funding, to ▇▇▇▇▇▇ Funding Limited, c/o Abbey National plc Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Company Secretary with a copy to Abbey National plc, c/o Abbey House, (AAM 129), ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇▇▇ ▇▇▇▇▇▇) for the attention of Securitisation Team, Retail Credit Risk;

(c)

in the case of the Security Trustee, to BNY Corporate Trustee Services Limited, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (facsimile number (▇▇) ▇▇ ▇▇▇▇ ▇▇▇▇) for the attention of the Corporate Trust Administration; and

(d)

in the case of the Agent Bank: to The Bank of New York, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇, (facsimile number 44 20 7964 6399) for the attention of Global Structured Finance - Corporate Trust,

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22.

GOVERNING LAW AND SUBMISSION TO JURISDICTION

22.1

This Agreement is governed by the laws of England.

22.2

Each party to this Agreement hereby irrevocably submits to the exclusive jurisdiction of the English courts in any action or proceeding arising out of or relating to this Agreement, and hereby irrevocably agrees that all claims in respect of such action or proceeding may be heard and determined by such courts. Each party to this Agreement hereby irrevocably waives, to the fullest extent it may possibly do so, any defence or claim that the English courts are an inconvenient forum for the maintenance or hearing of such action or proceeding.

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1.

Authorisations

(a)

A copy of the memorandum and articles of association and certificate of incorporation of Funding.

(b)

A copy of a resolution of the board of directors of Funding authorising the entry into, execution and performance of the Term Advance Supplement and each of the relevant Transaction Documents related to the relevant Term Advance Supplement to which Funding is a party and authorising specified persons to execute those on its behalf.

(c)

A certificate of a director of Funding certifying:

(i)

that each document delivered under this paragraph 1 of Schedule 1 is correct, complete and in full force and effect as at a date no later than the date of the Term Advance Supplement and undertaking to notify the Security Trustee if that position should change prior to the relevant Closing Date; and

(ii)

as to the identity and specimen signatures of the directors and signatories of Funding.

2.

Legal opinion

(a)

▇▇▇▇▇ & ▇▇▇▇▇ LLP, English and U.S. legal advisers to the Seller, the Master Issuer and Funding, addressed to the Security Trustee; and

(b)

Tods ▇▇▇▇▇▇ LLP, Scottish legal advisers to the Seller, the Master Issuer and Funding, addressed to the Security Trustee.

3.

Transaction Documents

(a)

Bank Account Agreement;

(b)

Cash Management Agreement;

(c)

Funding Deed of Charge;

(d)

Master Definitions and Construction Schedule;

(e)

Master Intercompany Loan Agreement;

(f)

Master Issuer Bank Account Agreement;

(g)

Master Issuer Cash Management Agreement;

(h)

Master Issuer Corporate Services Agreement;

(i)

Master Issuer Deed of Charge;

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(j)

Master Issuer Master Definitions Schedule;

(k)

Master Issuer Paying Agent and Agent Bank Agreement;

(l)

Master Issuer Post-Enforcement Call Option Agreement;

(m)

Master Issuer Swap Agreements;

(n)

Master Issuer Trust Deed; and

(o)

Amended and Restated Mortgage Sale Agreement.

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From:

To:

▇▇▇▇▇▇ Master Issuer plc (the Master Issuer)

Copy:

1.

We refer to the agreement between, inter alios, ourselves, the Master Issuer and the Security Trustee (as from time to time amended, varied, novated or supplemented (the Master Intercompany Loan Agreement)) dated 28 November 2006 whereby a Master Intercompany Loan Facility was made available to us. Terms defined in the Master Intercompany Loan Agreement shall have the same meaning in this notice.

2.

We hereby give you notice that, pursuant to the Master Intercompany Loan Agreement and upon the terms and subject to the conditions contained therein, we wish the following Term Advances to be made available to us on [specify Closing Date]:

(a)

Series [•] [•] (Class [•]) Term Advance to be funded by the Series [•] Class [•] Master Issuer Notes on the Closing Date:

(i)

principal amount and currency of [•];

(ii)

specified Currency Exchange Rate of GBP 1.00/[•];

(iii)

Principal amount (in Sterling) available to be drawn in respect of such Term Advance of £[•];

3.

The interest rate(s) applicable to each Term Advance will be as follows:

(a)

Series [•] [•] (Class [•]) Term Advance: [•] [Set out relevant interest rate(s)]

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25

FORM OF TERM ADVANCE SUPPLEMENT

Dated [•]

▇▇▇▇▇▇ FUNDING LIMITED

as Funding

▇▇▇▇▇▇ MASTER ISSUER PLC

as Master Issuer

BNY CORPORATE TRUSTEE SERVICES LIMITED

as Security Trustee

and

THE BANK OF NEW YORK, LONDON BRANCH

as Agent Bank

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(5)

▇▇▇▇▇▇ FUNDING LIMITED (registered number 3982428), a private limited company incorporated under the laws of England and Wales, whose registered office is at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (Funding);

(6)

▇▇▇▇▇▇ MASTER ISSUER PLC a company incorporated in England and Wales with limited liability (registered number 5953811) and having its registered office at Abbey National House, ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇'▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (the Master Issuer);

(7)

BNY CORPORATE TRUSTEE SERVICES LIMITED (formerly known as JPMorgan Chase Bank, N.A., London Branch) (the Security Trustee, which expression where the context permits shall include such person and all other persons for the time being acting as the trustee or trustees under the Funding Deed of Charge) whose principal office is at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇; and

(8)

THE BANK OF NEW YORK, LONDON BRANCH acting through its offices at ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ (acting in its capacity as the Agent Bank appointed by the Master Issuer under the Master Issuer Paying Agent and Agent Bank Agreement).

1.

Borrower:

▇▇▇▇▇▇ Funding Limited

2.

Lender:

▇▇▇▇▇▇ Master Issuer plc

3.

(i)          Term Advance Rating:

(ii)         Series Number:

[•]

[•]

4.

Initial Outstanding Principal Balance:

[•]

5.

(i)          Closing Date:

(ii)         Interest Commencement Date:

(iii)       Interest Determination Dates:

[•]

[•]

[•]

6.

Final Repayment Date:

[•]

7.

Loan Payment Dates:

[•]

8.

Relevant Margin:

[•]

9.

Loan Reference Rate:

[•]

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10.

Step-Up Date:

[Not Applicable/The Interest Payment Date occurring in [specify date]]

11.

Relevant Margin following Step-Up Date:

[Not Applicable/[•]]

12.

Redemption/Payment Basis:

[Bullet Redemption]

[Scheduled Amortisation]

[Pass-through]

13.

Change of Redemption/Payment Basis:

[Specify details of any provision for change of Term Advances into another Redemption/Payment Basis

14.

Details relating to Bullet Term Advance:

[Applicable/Not Applicable]

[if not applicable, delete the remaining sub-paragraphs of this paragraph]

(i)          Relevant Accumulation Amount:

(ii)         Bullet Redemption Date:

[•]

[•]

15.

Details relating to Scheduled Amortisation Term Advance:

[Applicable/Not Applicable]

[if the Scheduled Amortisation Term Advance is applicable, specify the Scheduled Amortisation Dates and Scheduled Amortisation Instalments below]

[if not applicable, delete the remaining sub-paragraphs of this paragraph]

(i)          Scheduled Amortisation Dates:

(ii)        Relevant Accumulation Amounts:

The Interest Payment Dates occurring in [•]

[•]

16.

Details relating to Pass-through Term Advances:

[Applicable/Not Applicable]

[If the Pass-through Term Advance is applicable, specify the Interest Payment Date following which the Pass-Through Term Advances will be due]

17.

Other terms and special conditions:

[Not Applicable/give details]

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(a)

no Master Intercompany Loan Event of Default has occurred and is continuing which has not been waived, or would result from the making of such Master Issuer Term Advance; and

(b)

the representations and warranties set out in Clause 13 of the Master Intercompany Loan Agreement are true on and as of the Closing Date specified in this Term Advance Supplement by reference to the facts and circumstances then existing.

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EXECUTED for and on behalf of

)

▇▇▇▇▇▇ FUNDING LIMITED

)

by:

)

EXECUTED for and on behalf of

)

▇▇▇▇▇▇ MASTER ISSUER PLC

)

by:

)

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(a)

the Company is not unable to pay its debts within the meaning of section 123 of the Act and would not become unable to do so in consequence of entering into the Transaction Documents to which it is a party or making any drawing or granting any security under the Transaction Documents to which it is a party, and the Company's assets currently exceed its liabilities (taking into account its actual, contingent and prospective liabilities) and will continue to do so notwithstanding the entry into by it of the Transaction Documents and the making of any drawing or the granting of any security under the Transaction Documents to which it is a party;

(b)

no execution or other process issued on a judgment, decree or order of any court in favour of a creditor of the Company remains unsatisfied in whole or in part;

(c)

to the best of our knowledge and belief no corporate action has been taken or is pending, no other steps have been taken and no legal proceedings have been commenced or are threatened or are pending for (i) the winding-up, liquidation, dissolution, administration or reorganisation of the Company; or (ii) the Company to enter into any composition or arrangement with its creditors generally; or (iii) the appointment of a receiver, administrator, administrative receiver, trustee or similar officer in respect of the Company or any of its property, undertaking or assets. No event equivalent to any of the foregoing has occurred in or under the laws of any relevant jurisdiction;

(d)

neither the entry into of the Transaction Documents to which it is a party nor the making of any drawing nor granting of security under the Transaction Documents to which it is a party would be a transaction at an undervalue within the meaning of section 238 of the Act, since the value of any consideration received by the Company as a result of such drawing and/or grant of security would not be significantly less than the value of any consideration provided by the Company under the Transaction Documents to which it is a party;

(e)

the entry into of the Transaction Documents to which it is a party, any drawing made by the Company under or pursuant to the Transaction Documents to which it is a party, and any security granted by the Company under or pursuant to the Transaction Documents to which it is a party will be entered into or made, as the case may be, by the Company, in good faith and for the purpose of carrying on its business, and there are reasonable grounds for believing that such entry into of such Transaction Documents, such drawings and grants of security would benefit the Company;

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(f)

neither the entry into the Transaction Documents to which it is a party nor the making of any drawing nor the granting of any security under the Transaction Documents to which it is a party would be a gratuitous alienation under section 242 of the Act (and equivalent provisions of common law of Scotland), since such drawing and/or grant of security was made for adequate consideration;

(g)

in entering into the Transaction Documents to which it is a party, making a drawing under or pursuant to the Transaction Documents to which it is a party and/or granting security under or pursuant to the Transaction Documents to which it is a party the Company has no desire to give a preference to any person as contemplated by section 239 of the Act nor is it the purpose of the Company to put assets beyond the reach of a person who is making, or may at some time make, a claim against the Company or of otherwise prejudicing the interests of such a person in relation to the claim which he is making or may make;

(h)

in entering into the Transaction Documents to which it is a party, making a drawing under or pursuant to the Transaction Documents to which it is a party and/or granting security under or pursuant to the Transaction Documents to which it is a party, the Company has not and will not breach any provision or exceed any powers contained in its Memorandum and Articles of Association; and

(i)

the transaction contemplated by the Transaction Documents constitute reciprocal obligations of the Company with the other parties thereto for the purposes of section 243 of the Act (and equivalent provisions of common law of Scotland) and neither the entry into the Transaction Documents to which it is a party nor the making of any drawing nor the granting of any security under or pursuant to the Transaction Documents to which it is a party is or will be collusive for the purposes of prejudicing the general body of creditors of the Company.

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