FURTHER AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE

                                                                   Exhibit 10.6

                                                                 CONFORMED COPY

                      FURTHER AMENDED AND RESTATED MASTER
                     DEFINITIONS AND CONSTRUCTION SCHEDULE

                              DATED 28 MARCH 2007

                            HOLMES FUNDING LIMITED

                            HOLMES TRUSTEES LIMITED

                                   CONTENTS
CLAUSE                                                                     PAGE

1.       Definitions..........................................................1
2.       Interpretation and Construction.....................................49
3.       Governing Law.......................................................51

Signatories...................................................................2

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FURTHER AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE is
signed for the purposes of identification on 28 March 2007 by:

(1)      ALLEN & OVERY LLP of 40 Bank Street, London E14 5NR; and

(2)      SLAUGHTER AND MAY of One Bunhill Row, London EC1Y 8YY.

1.       DEFINITIONS

         This Schedule further amends and restates the Amended and Restated
         Master Definitions and Construction Schedule signed on 28 November
         2006 between the parties hereto.

         Words and expressions used in the Transaction Documents shall, unless
         otherwise defined in such Transaction Documents or the Issuer Master
         Definitions and Construction Schedule or unless the context otherwise
         requires, have the same meanings as set out in this Further Amended
         and Restated Master Definitions and Construction Schedule except so
         far as the context requires otherwise.

         Words and expressions used in this Further Amended and Restated Master
         Definitions and Construction Schedule or in the Transaction Documents
         but not defined herein shall, unless otherwise defined in the relevant
         Transaction Document or unless the context otherwise requires, have
         the same meanings as set out in the relevant Issuer Master Definitions
         and Construction Schedule.

         2007-1 CLOSING DATE means 28 March 2007

         A PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the
         Principal Deficiency Ledger corresponding to the Term A Advances,
         which was established on the Seventh Issuer Closing Date in order to
         record any Losses allocated to the Funding Share of the Trust Property
         or the application of Funding Available Principal Receipts in paying
         interest on the Term Advances and certain amounts ranking in priority
         thereto in accordance with the Funding Pre-Enforcement Revenue
         Priority of Payments;

         AA PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the
         Principal Deficiency Ledger corresponding to the Term AA Advances,
         which was established on the Initial Closing Date in order to record
         any Losses allocated to the Funding Share of the Trust Property or the
         application of Funding Available Principal Receipts in paying interest
         on the Term Advances and certain amounts ranking in priority thereto
         in accordance with the Funding Pre-Enforcement Revenue Priority of
         Payments;

         AAA PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the
         Principal Deficiency Ledger corresponding to the Term AAA Advances,
         which was established on the Initial Closing Date in order to record
         any Losses allocated to the Funding Share of the Trust Property or the
         application of Funding Available Principal Receipts in paying interest
         on the Term Advances and certain amounts ranking in priority thereto
         in accordance with the Funding Pre-Enforcement Revenue Priority of
         Payments;

         ABBEY means Abbey National plc (registered number 2294747), a public
         limited company incorporated under the laws of England and Wales,
         whose registered office is at Abbey National House, 2 Triton Square,
         Regent's Place, London NW1 3AN;

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         ABBEY DEED AND POWER OF ATTORNEY means the deed and power of attorney
         made by Abbey in favour of Funding and its successors and assigns, on
         the Initial Closing Date, pursuant to the Mortgages Trust Deed;

         ABBEY GROUP means the Seller and its Subsidiaries;

         ABBEY INSURANCE POLICIES means:

         (a)     the Properties in Possession Policy; and

         (b)     the Abbey National plc Policies;

         ABBEY NATIONAL PLC POLICIES means those of the Buildings Policies
         which are issued to Borrowers by the Seller on behalf of CGU
         Underwriting Limited (formerly known as Commercial Union Underwriting
         Limited) or such other entity as may from time to time be appointed to
         issue the Buildings Policies;

         ABBEY SVR means the standard variable rate of interest set by the
         Seller which is used to calculate interest on all Variable Rate Loans
         (other than Tracker Loans) beneficially owned by the Seller on the
         Seller's residential mortgage book;

         ACCESSION UNDERTAKING means a form of deed of accession to the Funding
         Deed of Charge substantially in the form set out in Schedule 2 to the
         Funding Deed of Charge;

         ACCOUNT BANK means the bank at which the Mortgages Trustee GIC
         Account, the Funding GIC Account and the Funding Transaction Account
         are maintained from time to time, being as at the Initial Closing
         Date, Abbey situated at 21 Prescot Street, London E1 8AD and
         thereafter such other Authorised Entity as Funding may choose with the
         prior written approval of the Security Trustee or as the Mortgages
         Trustee may choose with the prior written consent of the
         Beneficiaries;

         ACCRUED INTEREST means as at any date (the DETERMINATION DATE) on or
         after the date hereof and in relation to any Loan, interest on such
         Loan (not being interest which is currently payable on the
         determination date) which has accrued from and including the Monthly
         Payment Day immediately prior to the determination date to and
         including the determination date; ADVANCE means the aggregate of the
         amount advanced by the Start-up Loan Provider to Funding on the
         Initial Closing Date pursuant to the First Start-up Loan Agreement,
         the amount advanced by the Start-up Loan Provider to Funding on the
         Second Issuer Closing Date pursuant to the Second Start-up Loan
         Agreement, the amount advanced by the Third Start-up Loan Provider to
         Funding on the Third Issuer Closing Date pursuant to the Third
         Start-up Loan Agreement, the amount advanced by the Fourth Start-up
         Loan Provider to Funding on the Fourth Issuer Closing Date pursuant to
         the Fourth Start-up Loan Agreement, the amount advanced by the Fifth
         Start-up Loan Provider to Funding on the Fifth Issuer Closing Date
         pursuant to the Fifth Start-up Loan Agreement, the amount advanced by
         the Sixth Start-up Loan Provider to Funding on the Sixth Issuer
         Closing Date pursuant to the Sixth Start-up Loan Agreement, the amount
         advanced by the Seventh Start-up Loan Provider to Funding on the
         Seventh Issuer Closing Date pursuant to the Seventh Start-up Loan
         Agreement, the amount advanced by the Eighth Start-up Loan Provider to
         Funding on the Eighth Issuer Closing Date pursuant to the Eighth
         Start-up Loan Agreement, the amount advanced by the Tenth Start-up
         Loan Provider to Funding on the Tenth Issuer Closing Date pursuant to
         the Tenth Start-up Loan Agreement, the amount advanced by the Issue
         2007-1 Start-up Loan Provider to Funding on the 2007-1 Closing Date
         pursuant to the Issue 2007-1

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         Start-up Loan Agreement and the amount advanced by the Start-up Loan
         Provider or any New Start-up Loan Provider on the New Issuer Closing
         Date pursuant to any New Start-up Loan Agreement, or such part of such
         amount as shall be outstanding from time to time;

         AFM or ABBEY FINANCIAL MARKETS means Abbey National Treasury Services
         plc (registered number 2338548), a public limited company incorporated
         under the laws of England and Wales, whose registered office is at
         Abbey National House, 2 Triton Square, Regent's Place, London NW1 3AN;

         AGENT BANK means The Bank of New York or such other person for the
         time being acting as agent bank under the Master Issuer Paying Agent
         and Agent Bank Agreement;

         ALTERNATIVE ACCOUNT means a bank account opened in the name of the
         Mortgages Trustee (other than the Mortgages Trustee GIC Account),
         subject to the terms set out in Clause 7.3 of the Bank Account
         Agreement;


         ALTERNATIVE INSURANCE RECOMMENDATIONS means the Seller's standard
         documents entitled "Alternative Insurance Requirements - New Business"
         and "Alternative Insurance Requirements", and any other document
         containing similar recommendations which is sent to Borrowers in
         accordance with the Seller's Policy;

         AMENDED AND RESTATED CASH MANAGEMENT AGREEMENT means the agreement so
         named and entered into on the Ninth Issuer Closing Date;

         AMENDED AND RESTATED FUNDING DEED OF CHARGE means the deed entered
         into on the Sixth Issuer Closing Date amending and restating the
         Funding Deed of Charge;

         AMENDED AND RESTATED INTERCOMPANY LOAN TERMS AND CONDITIONS means the
         amended and restated intercompany loan terms and conditions signed for
         the purposes of identification on the Ninth Issuer Closing Date by
         Funding, the Security Trustee and the Agent Bank;

         AMENDED AND RESTATED MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE
         means the Further Amended and Restated Master Definitions and
         Construction Schedule;


         AMENDMENT AGREEMENT TO BANK ACCOUNT AGREEMENT means the amendment
         agreement so named dated the Eighth Issuer Closing Date;

         AMENDMENT AGREEMENT TO CASH MANAGEMENT AGREEMENT means the amendment
         agreement so named dated the Second Issuer Closing Date;

         AMENDMENT AGREEMENT TO INTERCOMPANY LOAN TERMS AND CONDITIONS means
         the amendment agreement so named dated the Second Issuer Closing Date;

         AMENDMENT AGREEMENT TO MORTGAGE SALE AGREEMENT means the amendment
         agreement so named dated the Second Issuer Closing Date;

         ANPLC 1995 MORTGAGE CONDITIONS (or 1995 MORTGAGE CONDITIONS) means the
         mortgage conditions booklet reference 0062/July 95 PA2 and any
         subsequent amendment therefor acceptable to a reasonable, prudent
         mortgage lender;

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         ANPLC 1995 SCOTTISH MORTGAGE CONDITIONS means the mortgage conditions
         booklet reference 0041 Nov 01 F and any subsequent amendment therefor
         acceptable to a reasonable, prudent mortgage lender;

         ANPLC 2002 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2002)
         means the mortgage conditions booklet reference 0154/July 02 F and any
         subsequent amendment thereto acceptable to a reasonable, prudent
         mortgage lender;

         ANPLC 2004 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2004)
         means the mortgage conditions booklet reference 0154 NOV 04DS and any
         subsequent or previous amendment thereto acceptable to a reasonable,
         prudent mortgage lender;

         ANPLC 2006 MORTGAGE CONDITIONS (or STANDARD MORTGAGE CONDITIONS 2006)
         means the mortgage conditions booklet reference 0154 MAR 06 F and any
         subsequent or previous amendment thereto acceptable to a reasonable,
         prudent mortgage lender;

         ANTICIPATED CASH ACCUMULATION PERIOD means the anticipated number of
         months required to accumulate sufficient Principal Receipts to pay the
         relevant Bullet Amount or the anticipated number of months required to
         accumulate sufficient Principal Receipts to set aside the relevant
         Series 1 Term AAA Cash Amount, which will be equal to:

         A+ B - C D x E/x - (F G)

         calculated in months and rounded up to the nearest whole number,
         where:

         A =     (i) the relevant Bullet Amount or (ii) the relevant Series 1
                 Term AAA Cash Amount;

         B =     (i) the Outstanding Principal Balance of any Bullet Term
                 Advance and/or Scheduled Amortisation Amount that was not
                 fully repaid on its relevant Scheduled Repayment Date, plus
                 any other Bullet Amount and/or Scheduled Amortisation Amount,
                 the Scheduled Repayment Date of which falls on or before the
                 Scheduled Repayment Date of the relevant Bullet Amount, or
                 (ii) the aggregate amount outstanding of any Series 1 Term AAA
                 Cash Amount that was not set aside in full on the Interest
                 Payment Date on which it was due to be set aside and any other
                 Series 1 Term AAA Cash Amount the relevant Interest Payment
                 Date of which falls on or before the relevant interest payment
                 date of the Series 1 Term AAA Cash Amount;

         C =     the amount of any available cash already standing to the
                 credit of the Cash Accumulation Ledger (including any Cash
                 Accumulation Sub-Ledger);

         D =     the Principal Payment Rate;

         E =     0.90;

         F =     the aggregate Outstanding Principal Balance of the Loans
                 comprising the Trust Property; and

         G =     the aggregate of the principal amount outstanding of the
                 Payable Pass-Through Term Advances which is then due and
                 payable;

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         IN ARREARS or IN ARREARS means, in respect of a Mortgage Account, that
         one or more Monthly Payments in respect of such Mortgage Account have
         become due and remain unpaid by a Borrower;

         ARREARS OF INTEREST means, in respect of a given date, interest,
         principal (if applicable) and expenses which are due and payable on
         that date;

         ARREARS TRIGGER EVENT means either (i) the Outstanding Principal
         Balance of the Loans in arrears for more than 90 days divided by the
         Outstanding Principal Balance of all of the Loans in the Mortgages
         Trust (expressed as a percentage) exceeds 2 per cent. or (ii) if any
         Issuer (including any New Issuer) does not exercise its options to
         redeem the Notes (other than pursuant to Condition 5(E) of the Notes
         (optional redemption for tax and other reasons)) or any New Notes
         issued by it pursuant to the Terms and Conditions of such Notes or New
         Notes (but only where such right of redemption arises on or after a
         particular specified date and not as a result of the occurrence of any
         event specified in the Terms and Conditions);

         ASSET TRIGGER EVENT means the event that occurs when there is an
         amount being debited to the AAA Principal Deficiency Sub Ledger;

         ASSIGNMENT DATE means the date of assignment of any New Portfolio to
         the Mortgages Trustee in accordance with Clause 4 of the Mortgage Sale
         Agreement;

         ASSIGNMENT OF THIRD PARTY RIGHTS means an assignment and assignation
         of Related Security and rights of action against third parties
         substantially in the form set out in Schedule 7 to the Mortgage Sale
         Agreement;

         AUDITORS means Deloitte & Touche LLP of Stonecutter Court, 1
         Stonecutter Street, London EC4A 4TR or such other internationally
         independent firm of auditors selected from time to time by, (in the
         case of the Mortgages Trustee), the Mortgages Trustee and the Security
         Trustee, or (in the case of Funding), Funding and the Security
         Trustee;

         AUTHORISED ENTITY means: (a) any entity the short-term unguaranteed
         and unsecured debt of which is rated at least A-1+ by S&P, P-1 by
         Moody's, and F1 by Fitch or (b) any other entity approved in writing
         by the Security Trustee and the Rating Agencies, in each case being an
         institution with a Part IV permission that includes accepting deposits
         under FSMA;

         AUTHORISED INVESTMENTS means:

         (a)     Sterling gilt-edged securities;

         (b)     Sterling demand or time deposits, certificates of deposit and
                 short-term debt obligations (including commercial paper)
                 provided that in all cases such investments have a maturity
                 date falling no later than the next following Interest Payment
                 Date and the short-term unsecured, unguaranteed and
                 unsubordinated debt obligations of the issuing or guaranteeing
                 entity or the entity with which the demand or time deposits
                 are made (being an authorised person under the FSMA with a
                 Part IV permission (within the meaning of that Act) that
                 includes accepting deposits) are rated at least A-1+ by
                 Standard & Poor's, P-1 by Moody's and F1 by Fitch or their
                 equivalents by three other internationally recognised rating
                 agencies; and

         (c)     in the case of any collateral provided by the relevant Issuer
                 Swap Provider and/or the Funding Swap Provider under the
                 relevant Issuer Swap Agreement and/or the Funding Swap
                 Agreement, such demand or time deposit in such currency as are
                 approved by the Rating Agencies;

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         AUTHORISED SIGNATORY means any authorised signatory referred to in, as
         applicable, the Funding Transaction Account Mandate, the Funding GIC
         Account Mandate and the Mortgages Trustee GIC Account Mandate;

         AVERAGE FIXED RATE LOAN BALANCE has the meaning given in the Funding
         Swap Agreement;

         AVERAGE TRACKER LOAN BALANCE has the meaning given in the Funding Swap
         Agreement;

         AVERAGE VARIABLE RATE LOAN BALANCE has the meaning given in the
         Funding Swap Agreement;

         BACS means the Bankers' Automated Clearing Service as amended from
         time to time or any scheme replacing the same;

         BANK ACCOUNT AGREEMENT means the agreement entered into on the Initial
         Closing Date between the Account Bank, the Mortgages Trustee, Funding
         and the Security Trustee which governs the operation of the Mortgages
         Trustee GIC Account, the Funding GIC Account and the Funding
         Transaction Account as amended by the Amendment Agreement to the Bank
         Account Agreement and the Second Amendment Agreement to the Bank
         Account Agreement;

         BANK ACCOUNTS means the Mortgages Trustee GIC Account, the Funding GIC
         Account, the Funding Transaction Account and any additional or
         replacement bank accounts opened in the name of either the Mortgages
         Trustee and/or Funding from time to time with the prior written
         consent of the Security Trustee and the Rating Agencies;

         BBB PRINCIPAL DEFICIENCY SUB LEDGER means the sub-ledger of the
         Principal Deficiency Ledger corresponding to the Term BBB Advances
         which was established on the Initial Closing Date in order to record
         any Losses allocated to the Funding Share of the Trust Property or the
         application of Funding Available Principal Receipts in paying interest
         on the Term Advances and certain amounts ranking in priority thereto
         in accordance with the Funding Pre-Enforcement Revenue Priority of
         Payments;

         BENEFICIARIES means both Funding and the Seller together, as
         beneficiaries of the Mortgages Trust;

         BORROWER means, in relation to a Loan, the individual or individuals
         specified as such in the relevant Mortgage together with the
         individual or individuals (if any) from time to time assuming an
         obligation to repay such Loan or any part of it;

         BUILDINGS POLICIES means:

         (a)     all buildings insurance policies relating to freehold English
                 Properties or any Scottish Properties which have been taken
                 out in the name of the relevant Borrower (and, in the case of
                 the Abbey National plc Policies, the Seller) in accordance
                 with the applicable Mortgage Terms or the Alternative
                 Insurance Recommendations; and

         (b)     all landlord's buildings insurance policies relating to
                 leasehold Properties;

         BULLET AMOUNT means the bullet amount(s) of the Term Advances, as set
         out in the relevant Issuer Master Definitions and Construction
         Schedule;

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         BULLET TERM ADVANCE means any term advance where the full amount of
         principal in respect of that term advance is scheduled for repayment
         on a single Interest Payment Date (being the Scheduled Repayment
         Date);

         BUSINESS DAY means a day that is each of a London Business Day, a New
         York Business Day and a TARGET Business Day;

         CAPITALISED ARREARS means, in relation to a Loan at any date (the
         DETERMINATION DATE), the amount (if any) at such date of any Arrears
         of Interest in respect of which, at the determination date, each of
         the following conditions has been satisfied:

         (a)     the Seller has, by arrangement with the relevant Borrower,
                 agreed to capitalise such Arrears of Interest; and

         (b)     such Arrears of Interest have been capitalised and added, in
                 the accounts of the Seller (or, if the determination date
                 occurs after the Initial Closing Date, the Mortgages Trustee),
                 to the principal amount outstanding in respect of such Loan;

         CAPITALISED EXPENSES means, in relation to a Loan, the amount of any
         expense, charge, fee, premium or payment (excluding, however, any
         Arrears of Interest) capitalised and added to the principal amount
         outstanding in respect of such Loan in accordance with the relevant
         Mortgage Terms (including for the avoidance of doubt, any High
         Loan-to-Value Fee);

         CAPITALISED INTEREST means the increase in the Outstanding Principal
         Balance of a Flexible Loan that occurs as a result of the relevant
         Borrower having taken a Payment Holiday or having made an Underpayment
         in respect of interest on that Flexible Loan, such increase to be in
         an amount equal to the accrued interest that was due but not paid;

         CAPPED RATE LOANS means those Loans that are subject to a maximum rate
         of interest and where the interest rate payable by the Borrower is the
         lesser of the SVR or, as the case may be, the Tracker Rate and such
         specified maximum rate of interest;

         CASH means cash and/or amounts standing to the credit of a bank
         account, as the context shall require;

         CASH ACCUMULATION LEDGER means a ledger, to be maintained by the Cash
         Manager under the Cash Management Agreement, which records the amounts
         accumulated by Funding to be set aside as a Series 1 Term AAA Cash
         Amount on a relevant Interest Payment Date in the Cash Accumulation
         Sub-Ledger for the relevant Issuer and/or will record the amount of
         Funding Principal Receipts saved by Funding to repay the relevant
         Bullet Term Advances and the relevant Scheduled Amortisation Term
         Advances;

         CASH ACCUMULATION PERIOD means the period beginning on the earlier of:

         (a)     the commencement of the Anticipated Cash Accumulation Period;
                 and

         (b)     (i) four months prior to the Scheduled Repayment Date of the
                 relevant Bullet Amount and/or, (ii) four months prior to the
                 Interest Payment Date on which each and/or any Series 1 Term
                 AAA Cash Amount is to be set aside by Funding provided that,
                 in the case of each and/or any Series 1 Term AAA Cash Amount,
                 if the Portfolio CPR falls below 15 per cent., such period
                 shall be extended to eight months or such shorter

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                 period until the Interest Payment Date on which such Series 1
                 Term AAA Cash Amount is to be set aside by Funding,

         and ending when Funding has accumulated an amount equal to the
         relevant Bullet Amount for payment to the relevant Issuer (as shown on
         the Cash Accumulation Ledger) and/or an amount equal to the relevant
         Series 1 Term AAA Cash Amount which is to be set aside by Funding for
         the relevant Issuer (as shown on the Cash Accumulation Sub-Ledger for
         the relevant Issuer);

         CASH ACCUMULATION SUB-LEDGER means a sub-ledger of the Cash
         Accumulation Ledger which will be maintained by the Cash Manager under
         the Cash Management Agreement, to record the amounts accumulated by
         Funding to be set aside as a Series 1 Term AAA Cash Amount on a
         relevant Interest Payment Date;

         CASH MANAGEMENT AGREEMENT means the cash management agreement entered
         into on the Initial Closing Date between the Cash Manager, the
         Mortgages Trustee, Funding, and the Security Trustee, as amended by
         the Amendment Agreement to Cash Management Agreement, the Second
         Amendment Agreement to the Cash Management Agreement, the Third
         Amendment Agreement to the Cash Management Agreement and as amended
         and restated by the Amended and Restated Cash Management Agreement;

         CASH MANAGEMENT SERVICES means the cash management services set out in
         the Cash Management Agreement;

         CASH MANAGER means Abbey acting, pursuant to the Cash Management
         Agreement, as agent for the Mortgages Trustee, Funding and the
         Security Trustee inter alia to manage all cash transactions and
         maintain certain ledgers on behalf of the Mortgages Trustee and
         Funding;

         CASH MANAGER TERMINATION EVENT has the meaning given in Clause 13.1 of
         the Cash Management Agreement;

         CCA means the Consumer Credit Act 1974;

         CERTIFICATE OF TITLE means a solicitor's or licensed or qualified
         conveyancer's report or certificate of title obtained by or on behalf
         of the Seller in respect of each Property substantially in the form of
         the pro-forma set out in the Standard Documentation;

         CLASS A NOTES means the Class A First Issuer Notes, the Class A Second
         Issuer Notes, the Class A Third Issuer Notes, the Class A Fourth
         Issuer Notes, the Class A Fifth Issuer Notes, the Class A Sixth Issuer
         Notes, the Class A Seventh Issuer Notes, the Class A Eighth Issuer
         Notes, the Class A Ninth Issuer Notes, the Class A Tenth Issuer Notes,
         any class A notes issued by the Master Issuer and any class A notes
         issued by any New Issuer;

         CLEARING AGENCY means an agency registered under provisions of Section
         17A of the United States Securities Exchange Act of 1934;

         CLEARING CORPORATION means a corporation within the meaning of the New
         York Uniform Commercial Code;

         CLEARSTREAM, LUXEMBOURG means Clearstream Banking, societe anonyme;

         CLOSING DATE means the Initial Closing Date, the Second Issuer Closing
         Date, the Third Issuer Closing Date, the Fourth Issuer Closing Date,
         the Fifth Issuer Closing Date, the Sixth

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         Issuer Closing Date, the Seventh Issuer Closing Date, the Eighth
         Issuer Closing Date, the Ninth Issuer Closing Date, the Tenth Issuer
         Closing Date, any Master Issuer Closing Date and any New Issuer
         Closing Date;

         CLOSING TRUST PROPERTY means the portfolio of Loans and their Related
         Security (including without limitation all Scottish Trust Property),
         held by the Mortgages Trustee on or about the applicable Closing Date
         other than:

         (a)     any loans and their Related Security which have been redeemed
                 in full or repurchased; and

         (b)     any Loans and their Related Security which did not otherwise
                 comply with the terms of the Mortgage Sale Agreement as at the
                 relevant Assignment Date;

         COMPLETION means the completion of the sale and purchase of the
         Portfolio pursuant to and in accordance with Clause 6 of the Mortgage
         Sale Agreement;

         CONVENTION means the Modified Following Business Day Convention as
         defined in the 1991 ISDA Definitions;

         CORPORATE SERVICES AGREEMENT means the agreement dated on the Initial
         Closing Date and made between the Corporate Services Provider,
         Holdings, the First Issuer, Funding, the Mortgages Trustee, the Post
         Enforcement Call Option Holder, Abbey and the Security Trustee for the
         provision by the Corporate Services Provider of certain corporate
         services and personnel to the First Issuer, Funding, the Mortgages
         Trustee, Holdings and the Post Enforcement Call Option Holder;

         CORPORATE SERVICES PROVIDER means Wilmington Trust SP Services
         (London) Limited or such other person or persons for the time being
         acting as Corporate Services Provider under the Corporate Services
         Agreement;

         CURRENT FUNDING SHARE means the amount of Trust Property beneficially
         owned by Funding from time to time, as determined in accordance with
         Clause 8 of the Mortgages Trust Deed;

         CURRENT FUNDING SHARE PERCENTAGE means the percentage share of Funding
         in the Trust Property from time to time, as determined in accordance
         with Clause 8 of the Mortgages Trust Deed;

         CURRENT SELLER SHARE means the amount of Trust Property, beneficially
         owned by the Seller from time to time, as determined in accordance
         with Clause 8 of the Mortgages Trust Deed;

         CURRENT SELLER SHARE PERCENTAGE means the percentage share of the
         Seller in the Trust Property from time to time as determined in
         accordance with Clause 8 of the Mortgages Trust Deed;

         CUSTOMER FILES means the file or files relating to each Loan
         containing, inter alia:
         Loan; and

         (a)     all material correspondence relating to that Loan; and

         (b)     the completed mortgage documentation applicable to the Loan
                 (other than the Title Deeds) including the Valuation Report
                 and the solicitor's or licensed or qualified conveyancer's
                 Certificate of Title,

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         whether original documentation, electronic form or otherwise;

         D.D. DATE means the date of delivery to the Account Bank or BACS (as
         the case may be) of such instructions as may be necessary from time to
         time for the debit of a Borrower's account in respect of which there
         is a direct debit mandate;

         DEED OF AMENDMENT means the deed so named dated the Third Issuer
         Closing Date amending the Funding Swap Agreement;

         DEED OF AMENDMENT TO MORTGAGES TRUST DEED means the deed so named
         dated the Second Issuer Closing Date;

         DEED OF CONSENT means a deed whereby a person in or intended to be in
         occupation of a Property agrees with the Seller to postpone his or her
         interest (if any) in the Property so that it ranks after the interest
         created by the relevant Mortgage;

         DEED OF POSTPONEMENT means a deed whereby a mortgagee or heritable
         creditor of a Property agrees with the Seller to postpone its mortgage
         or standard security over the Property so that the sums secured by it
         will rank for repayment after the sums secured by the relevant
         Mortgage;

         DEEMED AAA RATING means the deemed rating of a Term Advance Rating
         where the corresponding Notes are rated, on the Closing Date thereof,
         A-1+ by S&P, P-1 by Moody's and F1+ by Fitch;

         DEFERRED CONSIDERATION means in respect of each Interest Payment Date
         and on the date of repayment in full of all Intercompany Loans, the
         amount of (X) where the value of (X) is determined by applying the
         following formula:

         (X) = (A - (B + C))

         where:

         A       is an amount equal to Funding Available Revenue Receipts as
                 determined by the Cash Manager on the Intercompany Loan
                 Determination Date immediately preceding the relevant Interest
                 Payment Date;

         B       is an amount equal to the amount to be applied by the Cash
                 Manager on the relevant Interest Payment Date in making
                 payment or provision in and towards satisfaction of items (a)
                 to (r) and items (t) to (v) of the Funding Pre-Enforcement
                 Revenue Priority of Payments or, as the case may be, items (a)
                 to (l) of the Funding Post Enforcement Priority of Payments;
                 and

         C       is an amount equal to all Funding Revenue Receipts received
                 from the Mortgages Trustee during the relevant Interest Period
                 multiplied by 0.01% per annum, PROVIDED THAT, for the
                 avoidance of doubt, if the amount of (X) for any Interest
                 Payment Date (or the date of repayment in full of all
                 Intercompany Loans) shall be equal to or less than zero the
                 Deferred Consideration shall be zero and no payment shall be
                 due from Funding to the Seller pursuant to item (x) of the
                 Funding Pre-Enforcement Revenue Priority of Payments or, as
                 the case may be, item (n) of the Funding Post Enforcement
                 Priority of Payments;

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         DELAYED CASHBACK means in relation to any Loan, an agreement by the
         Seller to pay an amount to the relevant Borrower after a specified
         period of time following completion of the relevant Loan;

         DILIGENCE means the process (under Scots law) by which a creditor
         attaches the property of a debtor to implement or secure a court
         decree or judgment;

         DIRECT DEBITING SCHEME means the scheme for the manual or automated
         debiting of bank accounts operated in accordance with the detailed
         rules of certain members of the Association for Payment Clearing
         Services;

         DISTRIBUTION DATE means the eighth day of each month or, if not a
         London Business Day, the next succeeding London Business Day, or as
         the case may be, the date that Funding acquires a portion of the
         Current Seller Share of the Trust Property pursuant to Clause 4 of the
         Mortgages Trust Deed or as the case may be, the date that Funding pays
         moneys (excluding Deferred Consideration) to the Seller in
         consideration of the Seller assigning New Loans to the Mortgages
         Trustee pursuant to Clause 4 of the Mortgage Sale Agreement;

         DISTRIBUTION PERIOD means the period from and including a Distribution
         Date to but excluding the next following Distribution Date;

         DOWNGRADE TERMINATION EVENT means, in respect of the Funding Swap
         Agreement, the additional termination events set forth in Part 5(k) of
         the Schedule to the ISDA Master Agreement applicable thereto;

         DOWNGRADE TERMINATION PAYMENT means a termination payment due and
         payable to the Funding Swap Provider following the occurrence of a
         Downgrade Termination Event under the Funding Swap Agreement;

         DRAWDOWN DATE means, in respect of the First Issuer Intercompany Loan,
         the Initial Closing Date; in respect of the Second Issuer Intercompany
         Loan, the Second Issuer Closing Date; in respect of the Third Issuer
         Intercompany Loan, the Third Issuer Closing Date; in respect of the
         Fourth Issuer Intercompany Loan, the Fourth Issuer Closing Date; in
         respect of the Fifth Issuer Intercompany Loan, the Fifth Issuer
         Closing Date; in respect of the Sixth Issuer Intercompany Loan, the
         Sixth Issuer Closing Date; in respect of the Seventh Issuer
         Intercompany Loan, the Seventh Issuer Closing Date; in respect of the
         Eighth Issuer Intercompany Loan, the Eighth Issuer Closing Date; in
         respect of the Ninth Issuer Intercompany Loan, the Ninth Issuer
         Closing Date; in respect of the Tenth Issuer Intercompany Loan, the
         Tenth Issuer Closing Date; in respect of the Master Issuer
         Intercompany Loan, any Master Issuer Closing Date and in respect of
         any New Intercompany Loan, the date on which the New Term Advances
         thereunder are made;

         DRAWDOWN NOTICE means, in respect of an Intercompany Loan, a notice
         delivered by Funding to the Issuer and the Security Trustee requesting
         a drawing under that Intercompany Loan Agreement;

         DTC means The Depository Trust Company;

         DTI means the Department of Trade and Industry;

         EARLY REPAYMENT FEE means any fee which a Borrower is required to pay
         in the event that he or she is in default or his or her Loan becomes
         repayable for any other mandatory reason or he or she repays all or
         any part of the relevant Loan before a specified date;

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         EIGHTH START-UP LOAN means the start-up loan that the Eighth Start-up
         Loan Provider made available to Funding pursuant to the Eighth
         Start-up Loan Agreement;

         EIGHTH START-UP LOAN AGREEMENT means the agreement entered into on or
         about the Eighth Issuer Closing Date between Funding, the Eighth
         Start-up Loan Provider and the Security Trustee relating to the
         provision of the Eighth Start-up Loan to Funding;

         EIGHTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider
         of the Eighth Start-up Loan;

         ENCUMBRANCE has the same meaning as SECURITY INTEREST;

         ENFORCEMENT PROCEDURES means the procedures for the enforcement of
         Mortgages undertaken by the Servicer from time to time in accordance
         with the Seller's Policy;

         ENGLISH LOAN means a Loan secured by an English Mortgage;

         ENGLISH MORTGAGE means a Mortgage secured over an English Property;

         ENGLISH MORTGAGE CONDITIONS means the Mortgage Conditions applicable
         to English Loans;

         ENGLISH PROPERTY means a Property situated in England or Wales;

         EUROCLEAR means Euroclear Bank S.A./N.V., as operator of the Euroclear
         System or the successor for the time being to such business;

         EXCHANGE ACT means the United States Securities Exchange Act of 1934,
         as amended;

         EXHIBIT means the exhibit to the Mortgage Sale Agreement which sets
         out details of the Provisional Portfolio and the Standard
         Documentation;

         FIFTH ISSUER means Holmes Financing (No.5) PLC;

         FIFTH ISSUER CLOSING DATE means 8th November, 2001;

         FIFTH START-UP LOAN means the start-up loan that the Fifth Start-up
         Loan Provider made available to Funding pursuant to the Fifth Start-up
         Loan Agreement;

         FIFTH START-UP LOAN AGREEMENT means the agreement entered into on or
         about the Fifth Issuer Closing Date between Funding, the Fifth
         Start-up Loan Provider and the Security Trustee relating to the
         provision of the Fifth Start-up Loan to Funding;

         FIFTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider
         of the Fifth Start-up Loan;

         FINAL NINTH ISSUER SERIES 1 TERM AAA ADVANCE INTEREST PERIOD means the
         period from, and including, the Interest Payment Date falling in
         October 2006 to, but excluding, the Ninth Issuer Series 1 Term AAA
         Advance Maturity Date;

         FINAL MATURITY DATE means the interest payment date falling in the
         month indicated for such series and class (or sub-class) of Notes in
         the applicable Final Terms;

         FINAL REPAYMENT DATE means the final repayment date of each Term
         Advance, as specified in the relevant Issuer Master Definitions and
         Construction Schedule;

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<PAGE>

         FINAL TERMS means, in relation to any series and class (or sub-class)
         of Master Issuer Notes, the final terms or US Prospectus Supplement
         (as applicable) issued in relation to such series and class (or
         sub-class) of Notes as a supplement to the Conditions and giving
         details of, inter alia, the amount and price of such series and class
         (or sub-class) of Master Issuer Notes;

         FINANCIAL YEAR means the twelve month period ending on the last day of
         the calendar year;

         FIRST DEED OF ACCESSION means the deed of accession to the Funding
         Deed of Charge dated the Second Issuer Closing Date;

         FIRST DEED OF ACCESSION TO THE AMENDED AND RESTATED FUNDING DEED OF
         CHARGE means the deed of accession to the Amended and Restated Funding
         Deed of Charge entered into on the Seventh Issuer Closing Date;

         FIRST ISSUER means Holmes Financing (No. 1) PLC;

         FIRST RESERVE FUND means a fund established from the proceeds of the
         First Start-up Loan Agreement, the Second Start-up Loan Agreement, the
         Third Start-up Loan Agreement, the Eighth Start-Up Loan Agreement, the
         Tenth Start-Up Loan Agreement, the Issue 2007-1 Start-up Loan
         Agreement, any New Start-up Loan Agreement and the Funding Reserve
         Fund which may be used by Funding to meet any deficit in revenue or to
         repay amounts of principal on Term AAA Advances;

         FIRST RESERVE FUND REQUIRED AMOUNT means that amount specified in the
         relevant Final Terms;

         FIRST RESERVE FUND ADDITIONAL REQUIRED AMOUNT means that amount
         specified in the relevant Final Terms;

         FIRST RESERVE FUND TERM ADVANCES means: (i) on the applicable
         Scheduled Repayment Date of each Bullet Term Advance, that Bullet Term
         Advance, (ii) on the final maturity date of each Note in respect of
         which a corresponding Scheduled Amortisation Term Advance (which is a
         Term AAA Advance) has been made, that Scheduled Amortisation Term
         Advance, and (iii) on the Final Repayment Date of each Pass Through
         Term-Advance (which is a Term AAA Advance), that Pass Through Term
         Advance;

         FIRST RESERVE LEDGER means the ledger that shall be maintained by the
         Cash Manager pursuant to the Cash Management Agreement to record the
         balance from time to time of the First Reserve Fund;

         FIRST START-UP LOAN means the start-up loan that the Start-up Loan
         Provider made available to Funding pursuant to the First Start-up Loan
         Agreement;

         FIRST START-UP LOAN AGREEMENT means the agreement entered into on or
         about the Initial Closing Date between Funding, the First Start-up
         Loan Provider and the Security Trustee relating to the provision of
         the First Start-up Loan to Funding;

         FIRST START-UP LOAN PROVIDER means the Start-Up Loan Provider in its
         capacity as provider of the First Start-Up Loan;

         FITCH means Fitch Ratings Limited;

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<PAGE>

         FIXED RATE LOANS means those Loans where the interest rate payable by
         the Borrower does not vary and is fixed for a certain period of time
         by the Seller together with such Capped Rate Loans which are no longer
         subject to their variable rates of interest but instead subject to
         interest at their specified capped rates;

         FLEXIBLE LOAN means a type of Loan product that typically incorporates
         features that give the Borrower options to, among other things, make
         further drawings on the loan account and/or to overpay or underpay
         interest and principal in a given month and for the avoidance of doubt
         includes Flexible Plus Loans;

         FLEXIBLE LOAN CONDITIONS means Mortgage Conditions applicable to any
         Flexible Loan;

         FLEXIBLE LOAN DRAWING means any further drawing of monies made by a
         Borrower under a Flexible Loan other than the Initial Advance (but
         including any Capitalised Interest);

         FLEXIBLE PLUS LOANS means Flexible Loans governed under Mortgage
         Conditions with reference MORT 0201/May 2003 and any subsequent
         amendment or replacement therefor acceptable to a reasonable prudent
         mortgage lender;

         FOURTH DEED OF ACCESSION means the deed of accession to the Funding
         Deed of Charge dated the Fifth Issuer Closing Date;

         FOURTH ISSUER means Holmes Financing (No. 4) PLC;

         FOURTH ISSUER CLOSING DATE means 5th July, 2001;

         FOURTH START-UP LOAN means the start-up loan that the Fourth Start-up
         Loan Provider made available to Funding pursuant to the Fourth
         Start-up Loan Agreement;

         FOURTH START-UP LOAN AGREEMENT means the agreement entered into on or
         about the Fourth Issuer Closing Date between Funding, the Fourth
         Start-up Loan Provider and the Security Trustee relating to the
         provision of the Fourth Start-up Loan to Funding;

         FOURTH START-UP LOAN PROVIDER means Abbey, in its capacity as provider
         of the Fourth Start-up Loan;

         FSMA means the Financial Services and Markets Act 2000 as amended,
         supplemented and replaced from time to time;

         FUNDING means Holmes Funding Limited;

         FUNDING 2 means the new entity, being a wholly owned subsidiary of
         Holdings which may be established by Holdings, from time to time to
         issue new Notes and (with the agreement of the Seller and Funding) to
         acquire an interest in the Trust Property;

         FUNDING AGREEMENTS or FUNDING TRANSACTION DOCUMENTS means each of the
         Transaction Documents to which Funding is a party including the
         Servicing Agreement, the Mortgages Trust Deed, the Abbey Deed and
         Power of Attorney, the Funding Deed of Charge, the Funding Swap
         Agreement, the Corporate Services Agreement, the First Issuer
         Intercompany Loan Agreement, the Second Issuer Intercompany Loan
         Agreement, the Third Issuer Intercompany Loan Agreement, the Fourth
         Issuer Intercompany Loan Agreement, the Fifth Issuer Intercompany Loan
         Agreement, the Sixth Issuer Intercompany Loan Agreement, the Seventh
         Issuer Intercompany Loan Agreement, the Eighth Issuer

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<PAGE>

         Intercompany Loan Agreement, the Ninth Issuer Intercompany Loan
         Agreement, the Tenth Issuer Intercompany Loan Agreement, the Master
         Intercompany Loan Agreement including any Master Intercompany Loan
         thereunder, the Cash Management Agreement, the Bank Account Agreement,
         the Funding Guaranteed Investment Contract, the First Start-up Loan
         Agreement, the Second Start-up Loan Agreement, the Third Start-up Loan
         Agreement, the Fourth Start-up Loan Agreement, the Fifth Start-up Loan
         Agreement, the Sixth Start-up Loan Agreement, the Seventh Start-up
         Loan Agreement, the Eighth Issuer Start-up Loan Agreement, the Ninth
         Issuer Start-up Loan Agreement, the Tenth Issuer Start-up Loan
         Agreement, the Issue 2007-1 Start-up Loan Agreement the Mortgage Sale
         Agreement, each Scottish Trust Deed, the Seller Power of Attorney, the
         Insurance Acknowledgements and all other agreements referred to
         therein or otherwise referred to as "Funding Agreements" in each
         Accession Undertaking entered into by, inter alios, Funding and the
         Security Trustee, from time to time;

         FUNDING AVAILABLE PRINCIPAL RECEIPTS means on the relevant
         Intercompany Loan Determination Date, an amount equal to the aggregate
         of:

         (a)     all Funding Principal Receipts received during the Interest
                 Period ending on the immediately following Interest Payment
                 Date (or in the case of any distribution made on the Ninth
                 Issuer Series 1 Term AAA Advance Maturity Date all Funding
                 Principal Receipts received by Funding during the Final Ninth
                 Issuer Series 1 Term AAA Advance Interest Period) and any
                 other amounts standing to the credit of the Funding Principal
                 Ledger;

         (b)     the amounts standing to the credit of the Cash Accumulation
                 Ledger which have been accumulated to repay a Bullet Term
                 Advance and/or, as applicable, a Scheduled Amortisation Term
                 Advance which has become due and payable on the next Interest
                 Payment Date (including for the avoidance of doubt all Series
                 1 Term AAA Cash Amounts standing to the credit of the Cash
                 Accumulation Sub-Ledger of the relevant Issuer which are to be
                 applied on the Ninth Issuer Series 1 Term AAA Advance Maturity
                 Date or, as applicable, the next interest payment date to
                 repay the Ninth Issuer Series 1 Term AAA Advance );

         (c)     the amounts (if any) to be credited to the Principal
                 Deficiency Ledger pursuant to items (f), (h), (j) and (l) in
                 the Funding Pre-Enforcement Revenue Priority of Payments on
                 the immediately following Interest Payment Date;

         (d)     prior to the enforcement of the Funding Security and in
                 respect of the First Reserve Fund Term Advances only, the
                 amount standing to the credit of the First Reserve Ledger (but
                 less any amounts applied or to be applied on the immediately
                 following Interest Payment Date in payment of interest and
                 other revenue expenses as set out above in items (a) to (m)
                 inclusive of the Funding Pre-Enforcement Revenue Priority of
                 Payments); and

         (e)     prior to the enforcement of the Funding Security or the
                 occurrence of an Asset Trigger Event, in respect of the
                 Funding Liquidity Reserve Fund Term Advances only, the amount
                 standing to the credit of the Funding Liquidity Reserve Ledger
                 (if applicable) (but less any amounts applied or to be applied
                 on the immediately following Interest Payment Date in payment
                 of interest and other revenue expenses as set out above in
                 items (a) to (m) inclusive of the Funding Pre-Enforcement
                 Revenue Priority of Payments);

                                      15

<PAGE>

         less

         (f)     the amount of Funding Principal Receipts (if any) to be
                 applied on the immediately following Interest Payment Date
                 (or, as applicable, the Ninth Issuer Series 1 Term AAA Advance
                 Maturity Date) to pay items (a) to (e) (inclusive), (g), (i)
                 and (k) of the Funding Pre-Enforcement Revenue Priority of
                 Payments,

         provided that the Funding Available Principal Receipts applied on the
         Ninth Issuer Series 1 Term AAA Advance Maturity Date shall be deducted
         from the Funding Available Principal Receipts for the January 2007
         Interest Period.

         FUNDING AVAILABLE REVENUE RECEIPTS means on the relevant Intercompany
         Loan Determination Date, an amount equal to the aggregate of:

         (a)     all Funding Revenue Receipts received during the Interest
                 Period ending on the immediately following Interest Payment
                 Date (or, in the case of the Ninth Issuer Series 1 Term AAA
                 Advance Maturity Date, all Mortgages Trust Available Revenue
                 Receipts distributed to Funding during the Final Ninth Issuer
                 Series 1 Term AAA Advance Interest Period);

         (b)     other net income of Funding including all amounts of interest
                 received on the Funding Bank Accounts and/or Authorised
                 Investments, amounts received by Funding under the Funding
                 Swap Agreement (other than (i) any early termination amount
                 received by Funding under the Funding Swap Agreement which are
                 to be applied to acquire a new swap, if required and (ii) any
                 amount to be credited to any account established by Funding to
                 deposit any collateral received by Funding under the Funding
                 Swap Agreement (including interest arising in respect
                 thereof), subject always to the provisions of Clause 4.7 of
                 the Cash Management Agreement except that such amounts shall
                 comprise Funding Available Revenue Receipts for the purposes
                 of the Funding Pre-Enforcement Revenue Priority of Payments
                 subject to the terms thereof) and any payment made by Seller
                 pursuant to Clause 5.2 of the Mortgages Trust Deed, in each
                 case to be received on or prior to the immediately following
                 Interest Payment Date (or as applicable, the Ninth Issuer
                 Series 1 Term AAA Advance Maturity Date); and

         (c)     in the event that the amounts determined in accordance with
                 paragraphs (a) and (b) above would cause a Funding Income
                 Deficit (but, for the purpose of this paragraph (c) only, as
                 if the definition of "Funding Available Revenue Receipts" as
                 used in the definition of "Funding Income Deficit" did not
                 include amounts standing to the credit of the First Reserve
                 Fund, the Funding Liquidity Reserve Fund (if established), the
                 Second Reserve Fund and the Funding Reserve Fund), the amount
                 standing to the credit of the First Reserve Ledger
                 representing the First Reserve Fund as at that Intercompany
                 Loan Determination Date to the extent of such Funding Income
                 Deficit;

         (d)     if, after application of the amounts standing to the credit of
                 the First Reserve Ledger representing the First Reserve Fund,
                 there would still remain a Funding Income Deficit (calculated
                 as described in paragraph (c) above, but including the amount
                 standing to the credit of the First Reserve Ledger), then
                 either:

                         (1)   if the Funding Liquidity Reserve Ledger has been
                               established, the amount standing to the credit
                               of the Funding Liquidity Reserve Ledger
                               representing the Funding Liquidity Reserve Fund
                               as at that Intercompany Loan Determination Date;
                               or

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<PAGE>

                         (2)   if the Funding Liquidity Reserve Ledger has not
                               been established, the amount standing to the
                               credit of the Second Reserve Ledger representing
                               the Second Reserve Fund as at that Intercompany
                               Loan Determination Date;

                         in each case to the extent of such Funding Income
                         Deficit;

         (e)     if the Funding Liquidity Reserve Fund has been established
                 and, after application of the amounts standing to the credit
                 of the Funding Liquidity Reserve Ledger representing the
                 Funding Liquidity Reserve Fund, there would still remain a
                 Funding Income Deficit (calculated as described in paragraph
                 (c) above, but including the amounts standing to the credit of
                 the First Reserve Ledger and the Funding Liquidity Reserve
                 Ledger), the amount standing to the credit of the Second
                 Reserve Ledger representing the Second Reserve Fund as at that
                 Intercompany Loan Determination Date to the extent of such
                 Funding Income Deficit; and

         (f)     if after application of the amounts standing to the credit of
                 any Funding Liquidity Reserve Ledger representing the Funding
                 Liquidity Reserve Fund and the amounts standing to the credit
                 of the Second Reserve Ledger representing the Second Reserve
                 Fund, there would still remain a Funding Income Deficit
                 (calculated as described in paragraph (c) above, but including
                 the amounts standing to the credit of the First Reserve
                 Ledger, the Funding Liquidity Reserve Ledger and the Second
                 Reserve Ledger), the amount standing to the credit of the
                 Funding Reserve Ledger representing the Funding Reserve Fund
                 as at that Intercompany Loan Determination Date to the extent
                 of such Funding Income Deficit,

         provided that the Funding Available Revenue Receipts applied on the
         Ninth Issuer Series 1 Term AAA Advance Maturity Date shall be deducted
         from the Funding Available Revenue Receipts for the January 2007
         Interest Period;

         FUNDING BANK ACCOUNTS means the Funding GIC Account, the Funding
         Transaction Account and such other bank account(s) held in the name of
         Funding with the appr