Holmes Funding S3/A Shelf registration (amended) | SEC 7 Mar 07

(Multicurrency—Cross Border)

International Swap Dealers Association, Inc.

MASTER AGREEMENT

dated as of .................................................................................................

................................................................................................... and ..........................................................................................

have entered and/or anticipate entering into one or more transactions (each a "Transaction") that are or will be governed by this Master Agreement, which includes the schedule (the "Schedule"), and the documents and other confirming evidence (each a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:—

1.	Interpretation

(a) Definitions. The terms defined in Section 14 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement.

(b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction.

(c) Single Agreement.All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this "Agreement"), and the parties would not otherwise enter into any Transactions.

2.	Obligations

(a) General Conditions.

	(i)	Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

	(ii) Payments under this Agreement will be made on the due date for value on that date in the placeof the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freelytransferable funds and in the manner customary for payments in the required currency. Wheresettlement is by delivery (that is, other than by payment), such delivery will be made for receipt on thedue date in the manner customary for the relevant obligation unless otherwise specified in the relevantConfirmation or elsewhere in this Agreement.

	(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement.

(b) Change of Account.Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change.

	(i)	in the same currency; and

	(ii)	in respect of the same Transaction,

by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of Offices through which the parties make and receive payments or deliveries.

(d) Deduction or Withholding for Tax.

(i) *Gross-Up.* All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party is so required to deduct or withhold, then that party ("X") will:—

	(1)	promptly notify the other party ("Y") of such requirement;

	(2) pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any additional amount paid by X to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

	(3) promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

	(4) if such Tax is an Indemnifiable Tax, pay to Y, in addition to the payment to which Y isotherwise entitled under this Agreement, such additional amount as is necessary to ensure thatthe net amount actually received by Y (free and clear of Indemnifiable Taxes, whether assessedagainst X or Y) will equal the full amount Y would have received had no such deduction orwithholding been required. However, X will not be required to pay any additional amount to Yto the extent that it would not be required to be paid but for:

		(A) the failure by Y to comply with or perform any agreement contained inSection 4(a)(i), 4(a)(iii) or 4(d); or

		(B) the failure of a representation made by Y pursuant to Section 3(f) to beaccurate and true unless such failure would not have occurred but for (I) any actiontaken by a taxing authority, or brought in a court of competent jurisdiction, on or afterthe date on which a Transaction is entered into (regardless of whether such action is

		taken or brought with respect to a party to this Agreement) or (II) a Change in Tax Law.

(ii)	*Liability.*If:—

	(1) X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding in respect of which X would not be required to pay an additional amount to Y under Section 2(d)(i)(4);

	(2)	X does not so deduct or withhold; and

	(3)	a liability resulting from such Tax is assessed directly against X,

then, except to the extent Y has satisfied or then satisfies the liability resulting from such Tax, Y willpromptly pay to X the amount of such liability (including any related liability for interest, but includingany related liability for penalties only if Y has failed to comply with or perform any agreementcontained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e) Default Interest; Other Amounts.Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement.

3.	Representations

Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(f), at all times until the termination of this Agreement) that:—

(a) Basic Representations.

		(i)	*Status.*It is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;

		(ii) *Powers.*It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorise such execution, delivery and performance;

		(iii) *No Violation or Conflict.*Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets;

		(iv) *Consents.*All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and

(v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)).

(b) Absence of Certain Events.No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party.

(c) Absence of Litigation.There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document.

(d) Accuracy of Specified Information.All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect.

(e) Payer Tax Representation.Each representation specified in the Schedule as being made by it for the purpose of this Section 3(e) is accurate and true.

(f) Payee Tax Representations.Each representation specified in the Schedule as being made by it for the purpose of this Section 3(f) is accurate and true.

4.	Agreements

Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:—

(a) Furnish Specified Information.It will deliver to the other party or, in certain cases under subparagraph (iii) below, to such government or taxing authority as the other party reasonably directs:—

	(i)	any forms, documents or certificates relating to taxation specified in the Schedule or any Confirmation;

	(ii)	any other documents specified in the Schedule or any Confirmation; and

	(iii) upon reasonable demand by such other party, any form or document that may be required or reasonably requested in writing in order to allow such other party or its Credit Support Provider to make a payment under this Agreement or any applicable Credit Support Document without any deduction or withholding for or on account of any Tax or with such deduction or withholding at a reduced rate (so long as the completion, execution or submission of such form or document would not materially prejudice the legal or commercial position of the party in receipt of such demand), with any such form or document to be accurate and completed in a manner reasonably satisfactory to such other party and to be executed and to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable.

(b) Maintain Authorisations.It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future.

(c) Comply with Laws.It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party.

(d) Tax Agreement.It will give notice of any failure of a representation made by it under Section 3(f) to be accurate and true promptly upon learning of such failure.

(e) Payment of Stamp Tax.Subject to Section 11, it will pay any Stamp Tax levied or imposed upon it or in respect of its execution or performance of this Agreement by a jurisdiction in which it is incorporated, organised, managed and controlled, or considered to have its seat, or in which a branch or office through which it is acting for the purpose of this Agreement is located ("Stamp Tax Jurisdiction") and will indemnify the other party against any Stamp Tax levied or imposed upon the other party or in respect of the other party’s execution or performance of this Agreement by any such Stamp Tax Jurisdiction which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.	Events of Default and Termination Events

(a) Events of Default.The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an "Event of Default") with respect to such party:—

(i) *Failure to Pay or Deliver.* Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party;

(ii) *Breach of Agreement.* Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

(iii)	*Credit Support Default.*

	(1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed;

	(2) the expiration or termination of such Credit Support Document or the failing or ceasingof such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or

	(3)	the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, inwhole or in part, or challenges the validity of, such Credit Support Document;

(iv) *Misrepresentation.* A representation (other than a representation under Section 3(e) or (f)) made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated;

(v) *Default under Specified Transaction.* The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (l) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration

	of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf);

	(vi) *Cross Default.*If "Cross Default" is specified in the Schedule as applying to the party, theoccurrence or existence of (l) a default, event of default or other similar condition or event (howeverdescribed) in respect of such party, any Credit Support Provider of such party or any applicableSpecified Entity of such party under one or more agreements or instruments relating to SpecifiedIndebtedness of any of them (individually or collectively) in an aggregate amount of not less than theapplicable Threshold Amount (as specified in the Schedule) which has resulted in such SpecifiedIndebtedness becoming, or becoming capable at such time of being declared, due and payable undersuch agreements or instruments, before it would otherwise have been due and payable or (2) a defaultby such party, such Credit Support Provider or such Specified Entity (individually or collectively) inmaking one or more payments on the due date thereof in an aggregate amount of not less than theapplicable Threshold Amount under such agreements or instruments (after giving effect to anyapplicable notice requirement or grace period);

	(vii) *Bankruptcy.*The party, any Credit Support Provider of such party or any applicable SpecifiedEntity of such party:—

		(l) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomesinsolvent or is unable to pay its debts or fails or admits in writing its inability generally to payits debts as they become due; (3) makes a general assignment, arrangement or composition withor for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking ajudgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvencylaw or other similar law affecting creditors’ rights, or a petition is presented for its winding-upor liquidation, and, in the case of any such proceeding or petition instituted or presented againstit, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or theentry of an order for relief or the making of an order for its winding-up or liquidation or (B) isnot dismissed, discharged, stayed or restrained in each case within 30 days of the institution orpresentation thereof; (5) has a resolution passed for its winding-up, official management orliquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks orbecomes subject to the appointment of an administrator, provisional liquidator, conservator,receiver, trustee, custodian or other similar official for it or for all or substantially all its assets;(7) has a secured party take possession of all or substantially all its assets or has a distress,execution, attachment, sequestration or other legal process levied, enforced or sued on oragainst all or substantially all its assets and such secured party maintains possession, or anysuch process is not dismissed, discharged, stayed or restrained, in each case within 30 daysthereafter; (8) causes or is subject to any event with respect to it which, under the applicablelaws of any jurisdiction, has an analogous effect to any of the events specified in clauses (l) to(7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approvalof, or acquiescence in, any of the foregoing acts; or

	(viii) *Merger Without Assumption.*The party or any Credit Support Provider of such partyconsolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assetsto, another entity and, at the time of such consolidation, amalgamation, merger or transfer:—

		(l) the resulting, surviving or transferee entity fails to assume all the obligations of suchparty or such Credit Support Provider under this Agreement or any Credit Support Document towhich it or its predecessor was a party by operation of law or pursuant to an agreementreasonably satisfactory to the other party to this Agreement; or

		(2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement.

(b) *Termination Events.*The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, a Tax Event if the event is specified in (ii) below or a Tax Event Upon Merger if the event is specified in (iii) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (iv) below or an Additional Termination Event if the event is specified pursuant to (v) below:—

	(i) *Illegality.*Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):—

		(l) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or

		(2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction;

	(ii) *Tax Event.*Due to (x) any action taken by a taxing authority, or brought in a court of competent jurisdiction, on or after the date on which a Transaction is entered into (regardless of whether such action is taken or brought with respect to a party to this Agreement) or (y) a Change in Tax Law, the party (which will be the Affected Party) will, or there is a substantial likelihood that it will, on the next succeeding Scheduled Payment Date (l) be required to pay to the other party an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount is required to be deducted or withheld for or on account of a Tax (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) and no additional amount is required to be paid in respect of such Tax under Section 2(d)(i)(4) (other than by reason of Section 2(d)(i)(4)(A) or (B));

	(iii) *Tax Event Upon Merger.*The party (the "Burdened Party") on the next succeeding Scheduled Payment Date will either (1) be required to pay an additional amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a payment from which an amount has been deducted or withheld for or on account of any Indemnifiable Tax in respect of which the other party is not required to pay an additional amount (other than by reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a party consolidating or amalgamating with, or merging with or into, or transferring all or substantially all its assets to, another entity (which will be the Affected Party) where such action does not constitute an event described in Section 5(a)(viii);

	(iv) *Credit Event Upon Merger.*If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or

	(v) *Additional Termination Event.*If any "Additional Termination Event" is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation).

(c) *Event of Default and Illegality.*If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default.

6.	Early Termination

(a) *Right to Terminate Following Event of Default.*If at any time an Event of Default with respect to a party (the "Defaulting Party") has occurred and is then continuing, the other party (the "Non-defaulting Party") may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, "Automatic Early Termination" is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b) *Right to Terminate Following Termination Event.*

	(i) *Notice.*If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require.

	(ii) *Transfer to Avoid Termination Event.*If either an Illegality under Section 5(b)(i)(l) or a Tax Event occurs and there is only one Affected Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the Affected Party, the Affected Party will, as a condition to its right to designate an Early Termination Date under Section 6(b)(iv), use all reasonable efforts (which will not require such party to incur a loss, excluding immaterial, incidental expenses) to transfer within 20 days after it gives notice under Section 6(b)(i) all its rights and obligations under this Agreement in respect of the Affected Transactions to another of its Offices or Affiliates so that such Termination Event ceases to exist.

	If the Affected Party is not able to make such a transfer it will give notice to the other party to that effect within such 20 day period, whereupon the other party may effect such a transfer within 30 days after the notice is given under Section 6(b)(i).

	Any such transfer by a party under this Section 6(b)(ii) will be subject to and conditional upon the prior written consent of the other party, which consent will not be withheld if such other party’s policies in effect at such time would permit it to enter into transactions with the transferee on the terms proposed.

	(iii) *Two Affected Parties.*If an Illegality under Section 5(b)(i)(1) or a Tax Event occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event.

	(iv) *Right to Terminate.*If:—

		(l) a transfer under Section 6(b)(ii) or an agreement under Section 6(b)(iii), as the case may be, has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or

		(2) an Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger or an Additional Termination Event occurs, or a Tax Event Upon Merger occurs and the Burdened Party is not the Affected Party,

	either party in the case of an Illegality, the Burdened Party in the case of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event or an Additional Termination Event if there is more than one

	Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions.

(c)	*Effect of Designation.*

	(i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing.

	(ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(e) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e).

(d)	*Calculations.*

	(i) *Statement.*On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (l) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation.

	(ii) *Payment Date.*An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment) in the Termination Currency, from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(e) *Payments on Early Termination.*If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either "Market Quotation" or "Loss", and a payment method, either the "First Method" or the "Second Method". If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that "Market Quotation" or the "Second Method", as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off.

	(i) *Events of Default.*If the Early Termination Date results from an Event of Default:—

		(1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party over (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party.

		(2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non-defaulting Party’s Loss in respect of this Agreement.

		(3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Termination Currency Equivalent of the Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination Currency Equivalent of the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

		(4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party.

	(ii)	*Termination Events.*If the Early Termination Date results from a Termination Event:—

		(l) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions.

		(2)	Two Affected Parties. If there are two Affected Parties:—

			(A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount ("X") and the Settlement Amount of the party with the lower Settlement Amount ("Y") and (b) the Termination Currency Equivalent of the Unpaid Amounts owing to X less (II) the Termination Currency Equivalent of the Unpaid Amounts owing to Y; and

			(B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss ("X") and the Loss of the party with the lower Loss ("Y").

		If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X willpay the absolute value of that amount to Y.

		(iii) *Adjustment for Bankruptcy.*In circumstances where an Early Termination Date occurs because "Automatic Early Termination" applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii).

		(iv) *Pre-Estimate.*The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the

	loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses.

7.	Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:—

(a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and

(b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.	Contractual Currency

(a) Payment in the Contractual Currency.Each payment under this Agreement will be made in the relevant currency specified in this Agreement for that payment (the "Contractual Currency"). To the extent permitted by applicable law, any obligation to make payments under this Agreement in the Contractual Currency will not be discharged or satisfied by any tender in any currency other than the Contractual Currency, except to the extent such tender results in the actual receipt by the party to which payment is owed, acting in a reasonable manner and in good faith in converting the currency so tendered into the Contractual Currency, of the full amount in the Contractual Currency of all amounts payable in respect of this Agreement. If for any reason the amount in the Contractual Currency so received falls short of the amount in the Contractual Currency payable in respect of this Agreement, the party required to make the payment will, to the extent permitted by applicable law, immediately pay such additional amount in the Contractual Currency as may be necessary to compensate for the shortfall. If for any reason the amount in the Contractual Currency so received exceeds the amount in the Contractual Currency payable in respect of this Agreement, the party receiving the payment will refund promptly the amount of such excess.

(b) Judgments.To the extent permitted by applicable law, if any judgment or order expressed in a currency other than the Contractual Currency is rendered (i) for the payment of any amount owing in respect of this Agreement, (ii) for the payment of any amount relating to any early termination in respect of this Agreement or (iii) in respect of a judgment or order of another court for the payment of any amount described in (i) or (ii) above, the party seeking recovery, after recovery in full of the aggregate amount to which such party is entitled pursuant to the judgment or order, will be entitled to receive immediately from the other party the amount of any shortfall of the Contractual Currency received by such party as a consequence of sums paid in such other currency and will refund promptly to the other party any excess of the Contractual Currency received by such party as a consequence of sums paid in such other currency if such shortfall or such excess arises or results from any variation between the rate of exchange at which the Contractual Currency is converted into the currency of the judgment or order for the purposes of such judgment or order and the rate of exchange at which such party is able, acting in a reasonable manner and in good faith in converting the currency received into the Contractual Currency, to purchase the Contractual Currency with the amount of the currency of the judgment or order actually received by such party. The term "rate of exchange" includes, without limitation, any premiums and costs of exchange payable in connection with the purchase of or conversion into the Contractual Currency.

(c) Separate Indemnities.To the extent permitted by applicable law, these indemnities constitute separate and independent obligations from the other obligations in this Agreement, will be enforceable as separate and independent causes of action, will apply notwithstanding any indulgence granted by the party to which any payment is owed and will not be affected by judgment being obtained or claim or proof being made for any other sums payable in respect of this Agreement.

(d) Evidence of Loss.For the purpose of this Section 8, it will be sufficient for a party to demonstrate that it would have suffered a loss had an actual exchange or purchase been made.

9.	Miscellaneous

(a) Entire Agreement.This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto.

(b) Amendments.No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system.

(c) Survival of Obligations.Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction.

(d) Remedies Cumulative.Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law.

(e)	*Counterparts and Confirmations.*

	(i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

	(ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation.

(f) No Waiver of Rights.A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.

(g) Headings.The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement.

10.

Offices; Multibranch Parties

(a) If Section 10(a) is specified in the Schedule as applying, each party that enters into a Transaction through an Office other than its head or home office represents to the other party that, notwithstanding the place of booking office or jurisdiction of incorporation or organisation of such party, the obligations of such party are the same as if it had entered into the Transaction through its head or home office. This representation will be deemed to be repeated by such party on each date on which a Transaction is entered into.

(b) Neither party may change the Office through which it makes and receives payments or deliveries for the purpose of a Transaction without the prior written consent of the other party.

(c) If a party is specified as a Multibranch Party in the Schedule, such Multibranch Party may make and receive payments or deliveries under any Transaction through any Office listed in the Schedule, and the Office through which it makes and receives payments or deliveries with respect to a Transaction will be specified in the relevant Confirmation.

11.

Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees and Stamp Tax, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection.

12.

Notices

(a) Effectiveness.Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:—

	(i) if in writing and delivered in person or by courier, on the date it is delivered;

	(ii) if sent by telex, on the date the recipient’s answerback is received;

	(iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine);

	(iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or

	(v)	if sent by electronic messaging system, on the date that electronic message is received,

unless the date of that delivery (or attempted delivery) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day.

(b) Change of Addresses.Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it.

13.

Governing Law and Jurisdiction

(a) Governing Law.This Agreement will be governed by and construed in accordance with the law specified in the Schedule.

(b) Jurisdiction.With respect to any suit, action or proceedings relating to this Agreement ("Proceedings"), each party irrevocably:—

	(i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and

	(ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party.

Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the

time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction.

(c) Service of Process.Each party irrevocably appoints the Process Agent (if any) specified opposite its name in the Schedule to receive, for it and on its behalf, service of process in any Proceedings. If for any reason any party’s Process Agent is unable to act as such, such party will promptly notify the other party and within 30 days appoint a substitute process agent acceptable to the other party. The parties irrevocably consent to service of process given in the manner provided for notices in Section 12. Nothing in this Agreement will affect the right of either party to serve process in any other manner permitted by law.

(d) Waiver of Immunities.Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings.

14.

DEFINITIONS

As used in this Agreement:—

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event consisting of an Illegality, Tax Event or Tax Event Upon Merger, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting power of the entity or person.

"Applicable Rate" means:—

(a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate;

(c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and

(d) in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification of, or any change in or amendment to, any law (or in the application or official interpretation of any law) that occurs on or after the date on which the relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorisation, exemption, notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum.

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section 6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable, in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in respect of a payment under this Agreement but for a present or former connection between the jurisdiction of the government or taxation authority imposing such Tax and the recipient of such payment or a person related to such recipient (including, without limitation, a connection arising from such recipient or related person being or having been a citizen or resident of such jurisdiction, or being or having been organised, present or engaged in a trade or business in such jurisdiction, or having or having had a permanent establishment or fixed place of business in such jurisdiction, but excluding a connection arising solely from such recipient or related person having executed, delivered, performed its obligations or received a payment under, or enforced, this Agreement or a Credit Support Document).

"law"includes any treaty, law, rule or regulation (as modified, in the case of tax matters, by the practice of any relevant governmental revenue authority) and"lawful" and"unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, the Termination Currency Equivalent of an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(l) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of-pocket expenses referred to under Section 11. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets.

"Market Quotation" means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the "Replacement Transaction") that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party’s head or home office.

"Potential Event of Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in which the party is incorporated, organised, managed and controlled or considered to have its seat, (b) where an Office through which the party is acting for purposes of this Agreement is located, (c) in which the party executes this Agreement and (d) in relation to any payment, from or through which such payment is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer.

"Settlement Amount" means, with respect to a party and any Early Termination Date, the sum of:—

(a) the Termination Currency Equivalent of the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and

(b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness"means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or fee of any nature (including interest, penalties and additions thereto) that is imposed by any government or other taxing authority in respect of any payment under this Agreement other than a stamp, registration, documentation or similar tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if "Automatic Early Termination" applies, immediately before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in the Termination Currency, such Termination Currency amount and, in respect of any amount denominated in a currency other than the Termination Currency (the "Other Currency"), the amount in the Termination Currency determined by the party making the relevant determination as being required to purchase such amount of such Other Currency as at the relevant Early Termination Date, or, if the relevant Market Quotation or Loss (as the case may be), is determined as of a later date, that later date, with the Termination Currency at the rate equal to the spot exchange rate of the foreign exchange agent (selected as provided below) for the purchase of such Other Currency with the Termination Currency at or about 11:00 a.m. (in the city in which such foreign exchange agent is located) on such date as would be customary for the determination of such a rate for the purchase of such Other Currency for value on the relevant Early Termination Date or that later date. The foreign exchange agent will, if only one party is obliged to make a determination under Section 6(e), be selected in good faith by that party and otherwise will be agreed by the parties.

"Termination Event"means an Illegality, a Tax Event or a Tax Event Upon Merger or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the Termination Currency Equivalents of the fair market values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document.

.......................................................................................................................		....................................................................................................................
(Name of Party)		(Name of Party)




By:	.............................................................................................................	By:	...........................................................................................................
	Name:		Name:
	Title:		Title:
	Date:		Date:

Series • Class •

SCHEDULE TO THE MASTER AGREEMENT

• 2007

Between

•

and

HOLMES MASTER ISSUER PLC

and

THE BANK OF NEW YORK, LONDON BRANCH

Series• Class•

SCHEDULE TO THE MASTER AGREEMENT

dated as of• 2007

BETWEEN:

(1)	• (Party A);

(2)	HOLMES MASTER ISSUER PLC(Party B); and

(3)	THE BANK OF NEW YORK, LONDON BRANCH(theMaster Issuer Security Trustee, which expression shall include its successors and assigns and which has agreed to become a party to this Agreement solely for the purpose of taking the benefit of or assuming the obligations under Part 5(2), Part 5(12) and Part 5(7.7) of the Schedule to this Agreement).

PART 1

TERMINATION PROVISIONS

1.	Specified Entitymeans in relation to Party A for the purpose of:

	Section 5(a)(v), none;

	Section 5(a)(vi), none;

	Section 5(a)(vii), none;

	Section 5(b)(iv), none,

	and in relation to Party B for the purpose of:

	Section 5(a)(v), none;

	Section 5(a)(vi), none;

	Section 5(a)(vii), none;

	Section 5(b)(iv), none.

2.	Specified Transactionwill have the meaning specified in Section 14.

3.	TheCross Defaultprovisions of Section 5(a)(vi) will not apply to Party A and will not apply to Party B.

4.	TheCredit Event Upon Mergerprovisions of Section 5(b)(iv) will not apply to Party A and will not apply to Party B.

5.	TheAutomatic Early Terminationprovision of Section 6(a) will not apply to Party A and will not apply to Party B.

6.	Payments on Early Termination. For the purposes of Section 6(e) of this Agreement:

	(i)	Market Quotation will apply.

	(ii)	The Second Method will apply.

7.	Termination Currency means Sterling.

8.	Additional Termination Eventwill apply. In addition to the Additional Termination Events set forth in Part 5(7.8) of this Agreement, the following will each constitute an Additional Termination Event:

	(iii)	the Additional Tax Representation (as defined in Part 5(6) of this Agreement) proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated. For the purpose of the foregoing Additional Termination Event, Party A shall be the sole Affected Party and all Transactions shall be Affected Transactions.

	(iv)	The Relevant Notes are redeemed in full in accordance with the provisions of Condition 5.5 (Optional Redemption for Tax and other Reasons) of the Terms and Conditions. In relation to the foregoing Additional Termination Event, for the purposes of Section 6(b)(iv) both parties shall be Affected Parties and all Transactions shall be Affected Transactions and for the purposes of Section 6(e) Party B shall be the sole Affected Party.

PART 2

TAX REPRESENTATIONS

1.	Payer Representations

	For the purpose of Section 3(e) of this Agreement, Party A and Party B each make the following representation:

	It is not required by any applicable law, as modified by the practice of any relevant governmental revenue authority, of any Relevant Jurisdiction to make any deduction or withholding for or on account of any Tax from any payment (other than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be made by it to the other party under this Agreement. In making this representation, it may rely on (i) the accuracy of any representations made by the other party pursuant to Section 3(f) of this Agreement, (ii) the satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the accuracy and effectiveness of any document provided by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (iii) the satisfaction of the agreement of the other party contained in Section 4(d) of this Agreement, provided that it will not be a breach of this representation where reliance is placed on clause (ii) and the other party does not deliver a form or document under Section 4(a)(iii) by reason of material prejudice to its legal or commercial position.

2.	Payee Representations

	For the purposes of Section 3(f) of this Agreement, Party A and Party B make no representations.

PART 3

AGREEMENT TO DELIVER DOCUMENTS

For the purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees to deliver the following documents, as applicable:

(a)	Tax forms, documents or certificates to be delivered are: None.

(v)	Other documents to be delivered are:

Party required to	Form/Document/	Date by which to be	Covered by Section
deliver Document	Certificate	delivered	3(d) Representation

Party A and Party B	Appropriate evidence of its signatory's authority	On signing of this Agreement	Yes

Party B	Certified copy of board resolution and constitutional documents	On signing of this Agreement	Yes

Party A	Legal opinion in form and substance satisfactory to Party B	On signing of this Agreement	No

Party B	Legal opinion in form and substance satisfactory to Party A	On signing of this Agreement	No

PART 4

MISCELLANEOUS

1	Addresses for Notices

	For the purpose of Section 12(a) of this Agreement:

	Address for notices or communications to Party A:

	Address:	•

	Attention:	•

	Facsimile No.:	•

	Telephone No.:	•

	Address for notices or communications to Party B:

	Address:	c/o Abbey National plc Abbey National House 2 Triton Square Regent's Place London NW1 3AN

	Attention:	Company Secretary

	Facsimile No.:	+44 (0) 20 7756 5627

	Copy:	c/o Abbey National plc Abbey House (AAM129) 201 Grafton Gate East Milton Keynes MK9 1AN

	Attention:	Securitisation Team, Retail Credit Risk

	Facsimile No.:	+44 (0) 1908 343 019

	With a copy to the Master Issuer Security Trustee:

	Address:	40^thFloor, One Canada Square London E14 5AL

	Attention:	Global Structured Finance – Corporate Trustee

	Facsimile No.:	+44 (0) 20 7964 6061/6399

2.	Process Agent

	For the purpose of Section 13(c) of this Agreement:

	Party A appoints as its Process Agent: None.

	Party B appoints as its Process Agent: None.

3.	Offices

	The provisions of Section 10(a) will apply to this Agreement.

4.	Multibranch Party

	For the purpose of Section 10(c) of this Agreement:

	Party A is not a Multibranch Party.

	Party B is not a Multibranch Party.

5.	Calculation Agent

	The Calculation Agent is Party A.

6.	Credit Support Document

	Details of any Credit Support Document:

	In respect of Party A, the Credit Support Annex dated the date hereof between Party A and Party B.

	In respect of Party B, none.

7.	Credit Support Provider

	Credit Support Provider means in relation to Party A, [none][•].

	Credit Support Provider means in relation to Party B, none.

8.	Governing Law

	This Agreement will be governed by and construed in accordance with the laws of England and Wales.

9.	Netting of Payments

	Subparagraph (ii) of Section 2(c) of this Agreement will apply to Transactions entered into under this Agreement.

10.	Affiliatewill have the meaning specified in Section 14 of this Agreement.

PART 5

OTHER PROVISIONS

1.	No Set-off

1.1	All payments under this Agreement will be made without set-off or counterclaim, except as expressly provided for in Section 6.

1.2	Section 6(e) is amended by the deletion of the following sentence:

	"The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off."

2.	Security Interest

	Notwithstanding Section 7, Party A hereby agrees and consents to the assignment by way of security by Party B of its interests under this Agreement (without prejudice to, and after giving effect to, any contractual netting provision contained in this Agreement) to the Master Issuer Security Trustee (or any successor thereto or permitted transferee) pursuant to and in accordance with the Master Issuer Deed of Charge and acknowledges notice of such assignment. Each of the parties hereby confirms and agrees that the Master Issuer Security Trustee shall not be liable for any of the obligations of Party B hereunder.

3.	Disapplication of certain Events of Default

	Sections 5(a)(ii), 5(a)(iii), 5(a)(iv), 5(a)(v), 5(a)(vii)(2), (4) (to the extent that it relates to actions taken by Party A or its Affiliates), (6), (7) and (9), and 5(a)(viii) will not apply in respect of Party B.

	Section 5(a)(vii)(8) will not apply to Party B to the extent that it relates to Sections 5(a)(vii)(2), (4) (to the extent that it relates to actions taken by Party A or its Affiliates), (6) and (7).

4.	Disapplication of certain Termination Events

	Sections 5(b)(ii) and 5(b)(iii) will not apply to Party A or to Party B.

5.	Additional Event of Default

	The following will constitute an additional Event of Default with respect to Party B:

	"The Note Trustee serves a Note Enforcement Notice in relation to the Relevant Notes pursuant to Condition 9 of the Terms and Conditions on Party B (in which case Party B shall be the Defaulting Party)."

6.	Additional Tax Representation

6.1	Party A makes the following representation (theAdditional Tax Representation), which representation shall be deemed to be repeated at all times until the end of each Transaction:

	(a)	it is resident in the United Kingdom for United Kingdom tax purposes; or

	(b)	it is party to each Transaction solely for the purposes of a trade (or part of a trade) carried on by it in the United Kingdom through a permanent establishment and otherwise than as agent or nominee of another person (as those expressions are construed for the purposes of paragraph 31(6)(a) and (b) of Schedule 26 to the Finance Act 2002, as amended or re-enacted from time to time); or

	(c)	it is resident in a jurisdiction that has a double taxation convention or treaty with the United Kingdom which has effect by virtue of section 788 of the Income and Corporation Taxes Act 1988 and under which provision, whether for relief or otherwise, in relation to interest (as defined in the relevant treaty or convention) is made and it is party to each Transaction otherwise than as agent or nominee for another person (as those expressions are construed for the purposes of paragraphs 31(7) and (8) of Schedule 26 to the Finance Act 2002, as amended or re-enacted from time to time).

6.2	Section 5(a)(iv) is amended with respect to Party A only by the insertion of the following after the words "Section 3(e) or (f)":

	"or Part 5(6) of the Schedule".

7.	Rating Events

7.1	Initial S&P Rating Event

	In the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A-1" by Standard & Poor's Rating Services, a division of The McGraw-Hill Companies, Inc. (S&P) (anInitial S&P Rating Event), then Party A will, within 30 calendar days of the occurrence of such Initial S&P Rating Event, on a reasonable efforts basis and at its own cost attempt either to:

	(i)	both:

		(ii)	provide collateral under the provisions of the Credit Support Annex; and

		(iii)	provide to Party B and S&P legal opinions satisfactory to S&P in relation to the posting of collateral pursuant to the Credit Support Annex if required to do so by S&P at the time of such posting and obtain a monthly verification of Party B's exposure by two independent third parties that would be eligible and willing to be transferees of Party A's benefits and obligations under this Agreement (theIndependent Valuations)in the event that the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "A-2" or the long term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A ceases to be rated at least as high as "BBB+" by S&P. Such Independent Valuations will take place on the following basis: (A) without limiting Party A's obligation to obtain Independent Valuations

			valuations may only be obtained from the same entity or person up to four times in any 12 month period; (B) for the purposes of collateral posting in accordance with the Credit Support Annex, Party B's exposure shall be deemed to be equal to the highest of the two Independent Valuations and shall be calculated in accordance with the Credit Support Annex; and (C) Party A shall provide S&P with the two Independent Valuations and its calculations pursuant to the Credit Support Annex for the day on which the Independent Valuations are obtained;

	(iv)	transfer all of its rights and obligations with respect of this Agreement to a replacement third party approved by the Master Issuer Security Trustee provided that either (1) such transfer would maintain the ratings of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been but for such Initial S&P Rating Event) or (2) such replacement third party is agreed between Party A and S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax;

	(v)	obtain a co-obligation or guarantee in respect of its rights and obligations with respect to this Agreement from a third party satisfactory to the Master Issuer Security Trustee (whose consent shall be given if S&P confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by S&P at, or restore the rating of the Relevant Notes by S&P to, the level it would have been at immediately prior to such Initial S&P Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or

	(vi)	take such other action as Party A may agree with S&P, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

	If any of subparagraphs 7.1(iv), 7.1(v) or (vi) above are satisfied at any time, all collateral (orthe equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph (i) willbe transferred by Party B to Party A and Party A will not be required to transfer any additionalcollateral in respect of such Initial S&P Rating Event.

7.2	Subsequent S&P Rating Event

	In the event that the rating of the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" by S&P (such event, aSubsequent S&P Rating Event), then Party A will within ten calendar days of the occurrence of such Subsequent S&P Rating Event:

	(vii)	at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraph (iv) or (v) above immediately upon the occurrence of such Subsequent S&P Rating Event or take such other action as Party A may agree with S&P; and

	(viii)	if, at the time such Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph (i) above following an Initial S&P Rating Event, continue to post collateral notwithstanding the

		occurrence of such Subsequent S&P Rating Event until such time as the action set out in subparagraph 7.2(ii) above has been taken.

	If the action set out in subparagraph 7.2(ii) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph (i) above will be transferred by Party B to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent S&P Rating Event.

7.3	Initial Moody's Rating Event

	In the event that:

	(ix)	the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "A2" (or its equivalent) by Moody's Investors Service, Inc (Moody's); or

	(x)	the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider in respect of Party A cease to be rated at least as high as "P-1" (or its equivalent) by Moody's,

	(each anInitial Moody's Rating Event), Party A will, within thirty Business Days of theoccurrence of such Initial Moody's Rating Event, on a reasonable efforts basis and at its owncost attempt either to:

	(xi)	transfer all of its rights and obligations with respect to this Agreement to either (A) areplacement third party with the Required Ratings (as defined below) domiciled in thesame legal jurisdiction as Party A or Party B, or (B) a replacement third party as PartyA may agree with Moody's, provided that, in all cases, such transfer does not result inany requirement for deduction or withholding for or on account of any Tax;

	(xii)	procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, which co-obligor or guarantor may be either (A) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (B) such other person as Party A may agree with Moody's, provided that, in all cases, such procurement does not result in any requirement for deduction or withholding for or on account of any Tax;

	(xiii)	take such other action as Party A may agree with Moody's, provided that, in all cases,such action does not result in any requirement for deduction or withholding for or onaccount of any Tax; or

	(xiv)	provide collateral under the Credit Support Annex.

	If any of subparagraphs 7.3(v), 7.3(vi) or 7.3(vii) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.3(viii) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Initial Moody's Rating Event.

7.4	Subsequent Moody's Rating Event

	In the event that:

	(xv)	the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider in respect of Party A cease to be rated as high as "A3" (or its equivalent) by Moody's; or

	(xvi)	the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider in respect of Party A cease to be rated as high as "P-2" (or its equivalent) by Moody's,

	(each aSubsequent Moody's Rating Event), then Party A will:

	(xvii)	on a reasonable efforts basis, within 30 Business Days of the occurrence of such Subsequent Moody's Rating Event, and at its own cost, attempt either to:

		(xviii)	transfer all of its rights and obligations with respect to this Agreement to either (I) a replacement third party with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (II) a replacement third party as Party A may agree with Moody's provided that in all cases such transfer does not result in any requirement for deduction or withholding for or on account of any Tax;

		(xix)	procure another person to become co-obligor or guarantor in respect of the obligations of Party A under this Agreement, such co-obligor or guarantor may be either (I) a person with the Required Ratings (as defined below) domiciled in the same legal jurisdiction as Party A or Party B, or (II) such other person as Party A may agree with Moody's provided that in all cases such procurement does not result in any requirement for deduction or withholding for or on account of any Tax; or

		(xx)	take such other action Party A may agree with Moody's; and

	(xxi)	within 30 Business Days of the occurrence of such Subsequent Moody's Rating Event, pending compliance with subparagraph 7.4(i), provide collateral under the Credit Support Annex provided that, if, at the time a Subsequent Moody's Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.3(viii) above following an Initial Moody's Rating Event, Party A will continue to post collateral notwithstanding the occurrence of such Subsequent Moody's Rating Event.

	If any of subparagraphs 7.4(xi)(xii), 7.4(xi)(xiii) or 7.4(xi)(xiv) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.4(ii) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Subsequent Moody's Rating Event.

	Required Ratingsmeans, in respect of the relevant entity, its short-term, unsecured and unsubordinated debt obligations are rated at least as high as "P-1" by Moody's and its long-term, unsecured and unsubordinated debt obligations are rated at least as high as "A2" by Moody's, or such other ratings as may be agreed with Moody's from time to time.

7.5	Fitch Rating Event

	In the event that:

	(xxii)	the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "A+" (or its equivalent) by Fitch Ratings Ltd (Fitch); or

	(xxiii)	the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F1" (or its equivalent) by Fitch,

	and as a result of such cessation, the then current rating of the Relevant Notes is downgraded by Fitch or placed under credit watch for possible downgrade by Fitch (aFitch Rating Event) then Party A will, on a reasonable efforts basis within thirty days of the occurrence of such Fitch Rating Event, at its own cost, either:

	(xxiv)	provide collateral under the Credit Support Annex;

	(xxv)	transfer all of its rights and obligations with respect to this Agreement to a replacement third party satisfactory to the [Master Issuer] Security Trustee (whose consent shall be given if Fitch confirms that such transfer would maintain the ratings of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax;

	(xxvi)	obtain a co-obligation or guarantee of its rights and obligations with respect to this Agreement from a third party satisfactory to the [Master Issuer] Security Trustee (whose consent shall be given if Fitch confirms that such co-obligation or guarantee would maintain the rating of the Relevant Notes by Fitch at, or restore the rating of the Relevant Notes by Fitch to, the level at which it was immediately prior to such Fitch Rating Event), provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax; or

	(xxvii)	take such other action as Party A may agree with Fitch as will result in the rating of the Relevant Notes by Fitch following the taking of such action being maintained at, or restored to, the level at which it was immediately prior to such Fitch Rating Event, provided that, in all cases, such action does not result in any requirement for deduction or withholding for or on account of any Tax.

	If any of subparagraphs 7.5(vi), 7.5(vii) or 7.5(viii) above are satisfied at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(v) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Fitch Rating Event.

7.6	First Subsequent Fitch Rating Event

	If:

	(xxviii)	the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB+" (or its equivalent) by Fitch; or

	(xxix)	the rating of the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F2" (or its equivalent) by Fitch

	(each aFirst Subsequent Fitch Rating Event),

	Party A will at its own cost and expense use its best endeavours to:

	(xxx)	provide collateral under the Credit Support Annex within 10 days of such First Subsequent Fitch Rating Event (provided that the mark-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party (with the costs of such independent verification being borne by Party A)); or

	(xxxi)	take any of the actions set out in subparagraphs 7.5(vi), 7.5(vii) or 7.5(viii) above within 30 days of the occurrence of such First Subsequent Fitch Rating Event.

	If any of the actions set out in subparagraph 7.6(ii) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i) or subparagraph 7.6(i) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such First Subsequent Fitch Rating Event.

7.7	Second Subsequent Fitch Rating Event

	If:

	(xxxii)	the long-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "BBB-" (or its equivalent) by Fitch; or

	(xxxiii)	the rating of the short-term, unsecured and unsubordinated debt obligations of Party A (or its successor or permitted transferee) or any Credit Support Provider from time to time in respect of Party A cease to be rated at least as high as "F3" (or its equivalent) by Fitch

	(each aSecond Subsequent Fitch Rating Eventand together with the First Subsequent Fitch Rating Events theSubsequent Fitch Rating Eventsand each aSubsequent Fitch Rating Event),

	Party A will:

	(xxxiv)	at its own cost and expense, use its best endeavours to take any of the actions set out in subparagraphs 7.5(vi), 7.5(vii) or 7.5(viii) above within 30 days of the occurrence of such Subsequent Fitch Rating Event; and

	(xxxv)	if, at the time such Second Subsequent Fitch Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.5(v) above following a Fitch Rating Event or a First Subsequent Fitch Rating Event, as the case may be, continue to post collateral notwithstanding the occurrence of such Second Subsequent Fitch Rating Event (provided that the mark-to-market calculations and the correct and timely posting of collateral thereunder are verified by an independent third party (with the costs of such independent verification being borne by Party A)) until such time as the action set out in subparagraph 7.7(xv) above has been taken.

	If any of the actions set out in subparagraph 7.7(xv) above is taken at any time, all collateral (or the equivalent thereof, as appropriate) transferred by Party A pursuant to subparagraph 7.5(i), subparagraph 7.6(i) or subparagraph 7.7(xv) above will be transferred to Party A and Party A will not be required to transfer any additional collateral in respect of such Second Subsequent Fitch Rating Event.

7.8	Implications of Rating Events

	(xxxvi)	If Party A does not take any of the measures described in subparagraph 7.1 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xxxvii)	If, at the time a Subsequent S&P Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph (i) above and fails to continue to post collateral pending compliance with subparagraph (ii) above, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Subsequent S&P Rating Event and the thirtieth day following the Initial S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph (ii) above, and notwithstanding Section 5(a)(ii), Party A does not take the measure described in subparagraph (ii) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Subsequent S&P Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xxxviii)	If Party A does not take any of the measures described in subparagraph 7.3above (and regardless of whether reasonable efforts have been used to implement anyof those measures), such failure shall not be or give rise to an Event of Default butshall constitute an Additional Termination Event with respect to Party A which shallbe deemed to have occurred on the thirtieth Business Day following the occurrence ofsuch Initial Moody's Rating Event with Party A as the sole Affected Party and allTransactions as Affected Transactions.

	(xxxix)	If Party A does not take the measures described in subparagraph 7.4(ii) above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall give rise to an Event of Default with respect to Party A which shall be deemed to have occurred on the thirtieth Business Day following such Subsequent Moody's Rating Event with Party A as the Defaulting Party. Further, it shall constitute an Additional Termination Event with respect to Party A if, even after satisfying the requirement to post collateral as required by subparagraph 7.4(ii) above, and notwithstanding Section 5(a)(ii), Party A does not, irrespective of whether or not Party A has applied reasonable efforts, take any of the measures described in subparagraph 7.4(xi) above and (i) at least one Eligible Replacement has made a firm quotation (which remains capable of becoming legally binding upon acceptance) to be the transferee of a transfer to be made in accordance with Part 5(17) below or (ii) at least one entity with the Required Ratings has made a firm quotation (which remains capable of becoming legally binding upon acceptance by the offeree) to provide an Eligible Guarantee in respect of all of Party A’s present and future obligations under this Agreement. Such Additional Termination Event will be deemed to have occurred on the thirtieth Business Day following the Subsequent Moody's Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xl)	If Party A does not take any of the measures described in subparagraph 7.5 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xli)	If Party A does not take any of the measures described in subparagraph 7.6 above (and regardless of whether reasonable efforts have been used to implement any of those measures) such failure shall not be or give rise to an Event of Default but shall constitute an Additional Termination Event with respect to Party A which shall be deemed to have occurred on the thirtieth day following the First Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xlii)	If, at the time a Second Subsequent Fitch Rating Event occurs, Party A has provided collateral under the Credit Support Annex pursuant to subparagraph 7.5(v) or subparagraph 7.6(i) and fails to continue to post collateral pending compliance with subparagraph 7.7(i) above, or fails promptly to appoint an independent verification agent, such failure will not be or give rise to an Event of Default but will constitute an Additional Termination Event with respect to Party A and will be deemed to have occurred on the later of the tenth day following such Second Subsequent Fitch Rating Event and the thirtieth day following any prior Fitch Rating Event or First Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions. Further, an Additional Termination Event with respect to Party A shall be deemed to have occurred if, even if Party A continues to post collateral as required by subparagraph 7.7(ii) above, and notwithstanding Section 5(a)(ii), Party A does not take the measures described in subparagraph 7.7(i) above (and regardless of whether best endeavours have been used to implement any of those measures). Such Additional Termination Event will be deemed to have occurred on the thirtieth day following the Second Subsequent Fitch Rating Event with Party A as the sole Affected Party and all Transactions as Affected Transactions.

	(xliii)	In the event that Party B were to designate an Early Termination Date and there would be a payment due to Party A under Section 6 of the Agreement, Party B may only designate such an Early Termination Date in respect of an Additional Termination Event under this paragraph 7.8 if Party B has found a replacement counterparty willing to enter into a new transaction on terms that reflect as closely as reasonably possible, as determined by Party B in its sole and absolute discretion, the economic, legal and credit terms of the Terminated Transactions, and Party B has obtained the Master Issuer Security Trustee's prior written consent thereto. All reasonable costs incurred by Party B arising directly from Party B finding or attempting to find such a replacement counterparty will be reimbursed by Party A.

	Each of Party B and the Master Issuer Security Trustee shall use their reasonable endeavoursto co-operate with Party A in putting in place such credit support documentation, including(without limitation) agreeing to such arrangements in such documentation as may satisfy S&P,Moody's and/or Fitch, as applicable, with respect to the operation and management of thecollateral and entering into such documents as may reasonably be requested by Party A inconnection with the provision of such collateral or in connection with any of the othermeasures which Party A may take under this Part 5(7) following the rating events describedherein.

8.	Additional Representations

	Section 3 is amended by the addition at the end thereof of the following additional representations:

	"(g)	*No Agency*

		It is entering into this Agreement and each Transaction as principal and not as agent of any person or entity."

9.	Recording of Conversations

	Each party to this Agreement acknowledges and agrees to the tape recording of conversations between the parties to this Agreement.

10.	Relationship between the Parties

	The Agreement is amended by the insertion after Section 14 of an additional Section 15, reading in its entirety as follows:

	"15.	Relationship between the Parties

		Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):

		(a)	*Non Reliance*

			It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. It is not relying on any communication

			(written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction. It has not received from the other party any assurance or guarantee as to the expected results of that Transaction.

		(b)	Assessment and Understanding

			It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the financial and other risks of that Transaction.

		(c)	*Status of Parties*

			The other party is not acting as a fiduciary or an adviser for it in respect of that Transaction."

11.	Tax

	The Agreement is amended by deleting Section 2(d) in its entirety and replacing it with the following:

	"(d)Deduction or Withholding for Tax

(i)	Requirement to Withhold

	All payments under this Agreement will be made without any deduction or withholding for or on account of any Tax unless such deduction or withholding is required (including, for the avoidance of doubt, if such deduction or withholding is required in order for the payer to obtain relief from Tax) by any applicable law, as modified by the practice of any relevant governmental revenue authority, then in effect. If a party (X) is so required to deduct or withhold, then that party (theDeducting Party):

	(1)	will promptly notify the other party (Y) of such requirement;

	(2)	will pay to the relevant authorities the full amount required to be deducted or withheld (including the full amount required to be deducted or withheld from any Gross Up Amount (as defined below) paid by the Deducting Party to Y under this Section 2(d)) promptly upon the earlier of determining that such deduction or withholding is required or receiving notice that such amount has been assessed against Y;

	(3)	will promptly forward to Y an official receipt (or a certified copy), or other documentation reasonably acceptable to Y, evidencing such payment to such authorities; and

	(4)	if X is Party A, will promptly pay in addition to the payment to which Party B is otherwise entitled under this Agreement, such additional amount (theGross Up Amount) as is necessary to ensure that the net amount actually received

		by Party B will equal the full amount which Party B would have received had no such deduction or withholding been required.

(ii)	Liability

	If:

	(1)	X is required by any applicable law, as modified by the practice of any relevant governmental revenue authority, to make any deduction or withholding for or on account of any Tax in respect of payments under this Agreement;

	(2)	X does not so deduct or withhold; and

	(3)	a liability resulting from such Tax is assessed directly against X,

	then, except to the extent that Y has satisfied or then satisfies the liability resulting from such Tax, (A) where X is Party B, Party A will promptly pay to Party B the amount of such liability (the Liability Amount) (including any related liability for interest and together with an amount equal to the Tax payable by Party B on receipt of such amount but only including any related liability for penalties if Party A has failed to comply with or perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)) and Party B will promptly pay to the relevant government revenue authority the amount of such liability (including any related liability for interest and penalties) and (B) where X is Party A and Party A would have been required to pay a Gross Up Amount to Party B, Party A will promptly pay to the relevant government revenue authority the amount of such liability (including any related liability for interest and penalties).



(iii)	Tax Credit etc.

	Where Party A pays an amount in accordance with Section 2(d)(i)(4), Party B undertakes as follows:

	(1)	to the extent that Party B obtains any credit, allowance, set-off or repayment in respect of Tax from the tax authorities of any jurisdiction relating to any deduction or withholding giving rise to such payment (aTax Credit), it shall pay to Party A, as soon as practical after receipt of the same, so much of the cash benefit (as calculated below) relating thereto which it has received as will leave Party B in substantially the same (but in any event no worse) position as Party B would have been in if no such deduction or withholding had been required;

	(2)	the "cash benefit", in the case of a credit, allowance or set-off, will be the additional amount of Tax which would have been payable by Party B in the relevant jurisdiction referred to in (1) above but for the obtaining by Party B of the said Tax Credit and, in the case of a repayment, will be the amount of the repayment together with any related interest or similar payment obtained by Party B;

	(3)	to use all reasonable endeavours to obtain any Tax Credit as soon as is reasonably practicable and, upon request by Party A, to supply Party A with a

			reasonably detailed explanation of Party B's calculation of the amount of any such Tax Credit and of the date on which the same is received; and

		(4)	to ensure that any Tax Credit obtained is paid directly to Party A, and not applied in whole or part to pay any other Issuer Secured Creditor or any other party, both prior to and subsequent to any enforcement of the security constituted by the Master Issuer Deed of Charge."

12.	Security, Enforcement and Limited Recourse

12.1	Party A agrees with Party B and the [Master Issuer] Security Trustee to be bound by the terms of the Master Issuer Deed of Charge and, in particular, confirms that:

	(xliv)	other than pursuant to the Credit Support Annex as contemplated in Part 5(7) or payment of any amount in respect of a cash benefit related to a Tax Credit under this Agreement, no sum shall be payable by or on behalf of Party B to it except in accordance with the provisions of the Master Issuer Deed of Charge; and

	(xlv)	it will not take any steps for the winding up, dissolution or reorganisation, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of Party B or of any or all of its revenues and assets nor participate in any ex parte proceedings nor seek to enforce any judgment against Party B, subject to the provisions of the Master Issuer Deed of Charge.

12.2	In relation to all sums due and payable by Party B to Party A (other than the return of collateral under the Credit Support Annex), Party A agrees that it shall have recourse only to [Master Issuer] Available Funds, but always subject to the order of priority of payments set out in the [Master Issuer] Cash Management Agreement and the Master Issuer Deed of Charge.

13.	Condition Precedent

	Section 2(a)(iii) is amended by the deletion of the words "a Potential Event of Default" in respect of obligations of Party A only insofar as such Potential Event of Default relates to the potential service by the Master Issuer Security Trustee on Party B of a Note Enforcement pursuant to Condition 9 of the Terms and Conditions. For the avoidance of doubt, such amendment shall not apply in any other circumstances in respect of either party to this Agreement.

14.	Representations

	Section 3(b) is amended by the deletion of the words "or Potential Event of Default" in respect of obligations of Party B only insofar as such Potential Event of Default relates to the potential service by the Master Issuer Security Trustee on Party B of a Note Enforcement Notice pursuant to Condition 9 of the Terms and Conditions. For the avoidance of doubt, such amendment shall not apply in any other circumstances in respect of either party to this Agreement.

15.	Additional Definitions

	Words and expressions defined in the Amended and Restated Master Definitions and Construction Schedule (theMaster Schedule) and the Master Issuer Master Definitions and

	Construction Schedule (theIssuer Schedule) (together theMaster Definitions Schedule) each signed for the purposes of identification onzshall, except so far as the context otherwise requires, have the same meaning in this Agreement. In the event of any inconsistency between the definitions in this Agreement and in the Master Definitions Schedule, the definitions in this Agreement will prevail. In the event of any inconsistency between the Master Schedule and the Issuer Schedule, the Issuer Schedule will prevail. The rules of interpretation set out in the Master Definitions Schedule will apply to this Agreement.

16.	Calculations

	Upon the occurrence of an Event of Default or an Additional Termination Event with respect to Party A, Party B will be entitled (but not obliged in the event that it does not designate an Early Termination Date) to proceed in accordance with Section 6 of the Agreement subject to the following:

	(xlvi)	For the purposes of Section 6(d)(i), Party B's obligation with respect to the extent of information to be provided with its calculations is limited to information Party B has already received in writing and to the extent that Party B is able to release such information without breaching the provisions of any law applicable to, or any contractual restriction binding upon, Party B.

	(xlvii)	The following amendments will be deemed to be made to the definitions of "Market Quotation":

		(xlviii)	the word "firm" will be added before the word "quotations" in the second line;

		(xlix)	the words "provided that the documentation relating thereto is either the same as this Agreement and the existing confirmations hereto and the short-term, unsecured and unsubordinated debt obligations of the Reference Market- maker are rated not less than "A-1" by S&P, "P-1" by Moody's and "F1" by Fitch (or, if such Reference Market-maker is not rated by a Rating Agency, at such equivalent rating by another internationally recognised rating agency as is acceptable to such rating agency) or the Rating Agencies have confirmed in writing such documentation will not adversely impact the ratings of the Relevant Notes" shall be added after "agree" in the sixteenth line; and

		(l)	the last sentence will be deleted and replaced with the following:

			"If, on the last date set for delivery of quotations, exactly two quotations are provided, the Market Quotation will be either (a) the lower of the two quotations where there would be a sum payable by Party A to Party B, or (b) the higher of the two quotations where there would be a sum payable by Party B to Party A. If only one quotation is provided on such date, Party B may, in its discretion, accept such quotation as the Market Quotation and if Party B does not accept such quotation as the Market Quotation (or if no quotation has been provided), it will be deemed that the Market Quotation in respect of the Terminated Transaction cannot be determined."

	(li)	For the purpose of the definition of "Market Quotation", and without limiting the general rights of Party B under the Agreement:

	(lii)	Party B will undertake to use its reasonable efforts to obtain at least three firm quotations as soon as reasonably practicable after the Early Termination Date and in any event within the time period specified pursuant to subparagraph (xiii)(iv) below;

	(liii)	Party A will, for the purposes of Section 6(e), be permitted to obtain on behalf of Party B quotations from Reference Market-makers; and

	(liv)	if no quotations have been obtained within six Local Business Days after the occurrence of the Early Termination Date or such longer period as Party B may specify in writing to Party A, then it will be deemed that the Market Quotation in respect of the Terminated Transaction cannot be determined.

(lv)	Party B will be deemed to have discharged its obligations under subparagraph (ii) above if it promptly requests, in writing within two Local Business Days after the Early Termination Date that Party A obtain on behalf of Party B quotations from Reference Market-makers.

(lvi)	Party B will not be obliged to consult with Party A as to the day and time of obtaining any quotations.

17.	Transfers

	Section 7 of this Agreement shall not apply to Party A, who shall be required to comply with, and shall be bound by, the following:

	Without prejudice to Section 6(b)(ii), Party A may transfer all its interest and obligations in and under this Agreement upon providing five Local Business Days' prior written notice to the Master Issuer Security Trustee, to any other entity (aTransferee) provided that:

	(lvii)	the Transferee's short-term unsecured and unsubordinated debt obligations are then rated not less than "A-1" by S&P, "P-1" by Moody's and "F1" by Fitch (or its equivalent by any substitute rating agency) or such Transferee's obligations under this Agreement are guaranteed by an entity whose short-term, unsecured and unsubordinated debt obligations are then rated not less than "A-1" by S&P, "P-1" by Moody's and "F1" by Fitch (or if the Transferee is not rated by a Rating Agency, at such equivalent rating by another internationally recognised rating agency as is acceptable to such rating agency);

	(lviii)	as of the date of such transfer, the Transferee will not, as a result of such transfer, be required to withhold or deduct for or on account of any Tax under this Agreement;

	(lix)	a Termination Event or an Event of Default will not occur under this Agreement as a result of such transfer;

	(lx)	no additional amount will be payable by Party B to Party A or the Transferee on the next succeeding Scheduled Payment Date as a result of such transfer; and

	(lxi)	(if the Transferee is domiciled in a different jurisdiction from both Party A and Party B) S&P, Moody's and Fitch have provided prior written notification that the then current ratings of the Relevant Notes will not be adversely affected.

	Following such transfer all references to Party A shall be deemed to be references to the Transferee and the Transferee shall be deemed to have made each of the representations made by Party A pursuant to this Agreement.

	Save as otherwise provided for in this Agreement and notwithstanding Section 7, Party A shall not be permitted to transfer (by way of security or otherwise) this Agreement or any interest or obligation in or under this Agreement without the prior written consent of the Master Issuer Security Trustee.

18.	Notice of Redemption of the Notes

	The Master Issuer Security Trustee will notify Party A promptly following it giving or receiving any notice (including any Note Enforcement Notice) in connection with any redemption, purchase and cancellation of all of the Relevant Notes by the Issuer.

19.	Contracts (Rights of Third Parties) Act 1999

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

20.	Scope of Agreement

	The provisions of this Agreement shall not apply to any transactions other than the Credit Support Annex attached hereto and the Currency Swap Transaction in respect of the Series and Class of Notes identified on the first page of this Schedule (theRelevant Notes) having a Trade Date of • 2007 and entered into between Party A and Party B.

21.	Definitions

	Eligible Guaranteemeans an unconditional and irrevocable guarantee that is provided by a guarantor as principal debtor rather than surety and is directly enforceable by Party B, where either (A) a reputable international law firm has given a legal opinion confirming that none of the guarantor’s payments to Party B under such guarantee will be subject to withholding for Tax or (B) such guarantee provides that, in the event that any of such guarantor’s payments to Party B are subject to withholding for Tax, such guarantor is required to pay such additional amount as is necessary to ensure that the net amount actually received by Party B (free and clear of any withholding tax) will equal the full amount Party B would have received had no such withholding been required.

	Eligible Replacementmeans an entity (A) with the Required Ratings or (B) whose present and future obligations owing to Party B are guaranteed pursuant to an Eligible Guarantee provided by a guarantor with the Required Ratings.

SIGNATORIES

•		HOLMES MASTER ISSUER PLC

By:		By:
Name:		Name:
Title:		Title:
Date:		Date:

THE BANK OF NEW YORK, LONDON BRANCH

By:
Name:
Title:
Date:

(Bilateral Form - Transfer)¹

(ISDA Agreements Subject to English Law)²

International Swaps and Derivatives Association, Inc.

CREDIT SUPPORT ANNEX

to the Schedule to the

ISDA Master Agreement

dated as of .............................................................

between

..........................................................................................................................	and	..............................................................................................................................
("Party A")		("Party B")

This Annex supplements, forms part of, and is subject to, the ISDA Master Agreement referred to above and is part of its Schedule. For the purposes of this Agreement, including, without limitation, Sections 1(c), 2(a), 5 and 6, the credit support arrangements set out in this Annex constitute a Transaction (for which this Annex constitutes the Confirmation).

Paragraph 1. Interpretation

Capitalised terms not otherwise defined in this Annex or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 10, and all references in this Annex to Paragraphs are to Paragraphs of this Annex. In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 11 and the other provisions of this Annex, Paragraph 11 will prevail. For the avoidance of doubt, references to "transfer" in this Annex mean, in relation to cash, payment and, in relation to other assets, delivery.

Paragraph 2. Credit Support Obligations

(a) Delivery Amount.Subject to Paragraphs 3 and 4, upon a demand made by the Transferee on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or

¹This document is not intended to create a charge or other security interest over the assets transferred under its terms. Persons intending to establish a collateral arrangement based on the creation of a charge or other security interest should consider using the ISDA Credit Support Deed (English law) or the ISDA Credit Support Annex (New York law), as appropriate.

2 This Credit Support Annex has been prepared for use with ISDA Master Agreements subject to English law. Users should consult their legal advisers as to the proper use and effect of this form and the arrangements it contemplates. In particular, users should consult their legal advisers if they wish to have the Credit Support Annex made subject to a governing law other than English law or to have the Credit Support Annex subject to a different governing law than that governing the rest of the ISDA Master Agreement (e.g., English law for the Credit Support Annex and New York law for the rest of the ISDA Master Agreement).

exceeds the Transferor's Minimum Transfer Amount, then the Transferor will transfer to the Transferee Eligible Credit Support having a Value as of the date of transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 11(b)(iii)(D)). Unless otherwise specified in Paragraph 11(b), the "Delivery Amount" applicable to the Transferor for any Valuation Date will equal the amount by which:

	(i) the Credit Support Amount

	exceeds

	(ii) the Value as of that Valuation Date of the Transferor's Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the transfer of which, in either case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date).

(b) Return Amount.Subject to Paragraphs 3 and 4, upon a demand made by the Transferor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds the Transferee's Minimum Transfer Amount, then the Transferee will transfer to the Transferor Equivalent Credit Support specified by the Transferor in that demand having a Value as of the date of transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 11(b)(iii)(D)) and the Credit Support Balance will, upon such transfer, be reduced accordingly. Unless otherwise specified in Paragraph 11(b), the "Return Amount" applicable to the Transferee for any Valuation Date will equal the amount by which:

	(i) the Value as of that Valuation Date of the Transferor's Credit Support Balance (adjusted to include any prior Delivery Amount and to exclude any prior Return Amount, the tranfer of which, in either case, has not yet been completed and for which the relevant Settlement Day falls on or after such Valuation Date)

	exceeds

	(ii) the Credit Support Amount.

Paragraph 3. Transfers, Calculations and Exchanges

(a) Transfers.All transfers under this Annex of any Eligible Credit Support, Equivalent Credit Support, Interest Amount or Equivalent Distributions shall be made in accordance with the instructions of the Transferee or Transferor, as applicable, and shall be made:

	(i) in the case of cash, by transfer into one or more bank accounts specified by the recipient;

	(ii) in the case of certificated securities which cannot or which the parties have agreed will not be delivered by book-entry, by delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, transfer tax stamps and any other documents necessary to constitute a legally valid transfer of the transferring party's legal and beneficial title to the recipient; and

	(iii) in the case of securities which the parties have agreed will be delivered by book-entry, by the giving of written instructions (including, for the avoidance of doubt, instructions given by telex, facsimile transmission or electronic messaging system) to the relevant depository institution or other entity specified by the recipient, together with a written copy of the

instructions to the recipient, sufficient, if complied with, to result in a legally effective transfer of the transferring party's legal and beneficial title to the recipient.

Subject to Paragraph 4 and unless otherwise specified, if a demand for the transfer of Eligible Credit Support or Equivalent Credit Support is received by the Notification Time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the date such demand is received; if a demand is received after the Notification Time, then the relevant transfer will be made not later than the close of business on the Settlement Day relating to the day after the date such demand is received.

(b) Calculations.All calculations of Value and Exposure for purposes of Paragraphs 2 and 4(a) will be made by the relevant Valuation Agent as of the relevant Valuation Time. The Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or, in the case of Paragraph 4(a), following the date of calculation).

	(i) Unless otherwise specified in Paragraph 11, the Transferor may on any Local Business Day by notice inform the Transferee that it wishes to transfer to the Transferee Eligible Credit Support specified in that notice (the "New Credit Support") in exchange for certain Eligible Credit Support (the "Original Credit Support") specified in that notice comprised in the Transferor's Credit Support Balance.

	(ii) If the Transferee notifies the Transferor that it has consented to the proposed exchange, (A) the Transferor will be obliged to transfer the New Credit Support to the Transferee on the first Settlement Day following the date on which it receives notice (which may be oral telephonic notice) from the Transferee of its consent and (B) the Transferee will be obliged to transfer to the Transferor Equivalent Credit Support in respect of the Original Credit Support not later than the Settlement Day following the date on which the Transferee receives the New Credit Support, unless otherwise specified in Paragraph 11(d) (the "Exchange Date");provided that the Transferee will only be obliged to transfer Equivalent Credit Support with a Value as of the date of transfer as close as practicable to, but in any event not more than, the Value of the New Credit Support as of that date.

Paragraph 4. Dispute Resolution

(a) Disputed Calculations or Valuations. If a party (a "Disputing Party") reasonably disputes (I) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (II) the Value of any transfer of Eligible Credit Support or Equivalent Credit Support, then:

	(1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following, in the case of (I) above, the date that the demand is received under Paragraph 2 or, in the case of (II) above, the date of transfer;

	(2) in the case of (I) above, the appropriate party will transfer the undisputed amount to the other party not later than the close of business on the Settlement Day following the date that the demand is received under Paragraph 2;

	(3) the parties will consult with each other in an attempt to resolve the dispute; and

	(4)	if they fail to resolve the dispute by the Resolution Time, then:

		(i) in the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 11(e), the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by:


			(A) utilising any calculations of that part of the Exposure attributable to the Transactions that the parties have agreed are not in dispute;

			(B) calculating that part of the Exposure attributable to the Transactions in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained;providedthat if four quotations are not available for a particular Transaction, then fewer than four quotations may be used for that Transaction, and if no quotations are available for a particular Transaction, then the Valuation Agent's original calculations will be used for the Transaction; and

			(C) utilising the procedures specified in Paragraph 11(e)(ii) for calculating the Value, if disputed, of the outstanding Credit Support Balance;

		(ii) in the case of a dispute involving the Value of any transfer of Eligible Credit Support or Equivalent Credit Support, the Valuation Agent will recalculate the Value as of the date of transfer pursuant to Paragraph 11(e)(ii).

Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) as soon as possible but in any event not later than the Notification Time on the Local Business Day following the Resolution Time. The appropriate party will, upon demand following such notice given by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraph 3(a), make the appropriate transfer.

(b) No Event of Default.The failure by a party to make a transfer of any amount which is the subject of a dispute to which Paragraph 4(a) applies will not constitute an Event of Default for as long as the procedures set out in this Paragraph 4 are being carried out. For the avoidance of doubt, upon completion of those procedures, Section 5(a)(i) of this Agreement will apply to any failure by a party to make a transfer required under the final sentence of Paragraph 4(a) on the relevant due date.

Paragraph 5. Transfer of Title, No Security Interest, Distributions and Interest Amount

(a) Transfer of Title. Each party agrees that all right, title and interest in and to any Eligible Credit Support, Equivalent Credit Support, Equivalent Distributions or Interest Amount which it transfers to the other party under the terms of this Annex shall vest in the recipient free and clear of any liens, claims, charges or encumbrances or any other interest of the transferring party or of any third person (other than a lien routinely imposed on all securities in a relevant clearance system).

(b) No Security Interest.Nothing in this Annex is intended to create or does create in favour of either party any mortgage, charge, lien, pledge, encumbrance or other security interest in any cash or other property transferred by one party to the other party under the terms of this Annex.

(c)	*Distributions and Interest Amount.*

	(i) *Distributions.*The Transferee will transfer to the Transferor not later than the Settlement Day following each Distributions Date cash, securities or other property of the same type, nominal value, description and amount as the relevant Distributions ("Equivalent Distributions") to the extent that a Delivery Amount would not be created or increased by the transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed a Valuation Date for this purpose).

	(ii) *Interest Amount.*Unless otherwise specified in Paragraph 11(f)(iii), the Transferee will transfer to the Transferor at the times specified in Paragraph 11(f)(ii) the relevant Interest Amount to the extent that a Delivery Amount would not be created or increased by the transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed a Valuation Date for this purpose).

Paragraph 6. Default

If an Early Termination Date is designated or deemed to occur as a result of an Event of Default in relation to a party, an amount equal to the Value of the Credit Support Balance, determined as though the Early Termination Date were a Valuation Date, will be deemed to be an Unpaid Amount due to the Transferor (which may or may not be the Defaulting Party) for purposes of Section 6(e). For the avoidance of doubt, if Market Quotation is the applicable payment measure for purposes of Section 6(e), then the Market Quotation determined under Section 6(e) in relation to the Transaction constituted by this Annex will be deemed to be zero, and, if Loss is the applicable payment measure for purposes of Section 6(e), then the Loss determined under Section 6(e) in relation to the Transaction will be limited to the Unpaid Amount representing the Value of the Credit Support Balance.

Paragraph 7. Representation

Each party represents to the other party (which representation will be deemed to be repeated as of each date on which it transfers Eligible Credit Support, Equivalent Credit Support or Equivalent Distributions) that it is the sole owner of or otherwise has the right to transfer all Eligible Credit Support, Equivalent Credit Support or Equivalent Distributions it transfers to the other party under this Annex, free and clear of any security interest, lien, encumbrance or other restriction (other than a lien routinely imposed on all securities in a relevant clearance system).

Paragraph 8. Expenses

Each party will pay its own costs and expenses (including any stamp, transfer or similar transaction tax or duty payable on any transfer it is required to make under this Annex) in connection with performing its obligations under this Annex, and neither party will be liable for any such costs and expenses incurred by the other party.

Paragraph 9. Miscellaneous

(a) Default Interest.Other than in the case of an amount which is the subject of a dispute under Paragraph 4(a), if a Transferee fails to make, when due, any transfer of Equivalent Credit Support, Equivalent Distributions or the Interest Amount, it will be obliged to pay the Transferor (to the extent permitted under applicable law) an amount equal to interest at the Default Rate multiplied by the Value on the relevant Valuation Date of the items of property that were required to be transferred, from (and including) the date that the Equivalent Credit Support, Equivalent Distributions or Interest Amount were required to be transferred to (but excluding) the date of transfer of the Equivalent Credit

Support, Equivalent Distributions or Interest Amount. This interest will be calculated on the basis of daily compounding and the actual number of days elapsed.

(b) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner.

(c) Demands and Notices.All demands and notices given by a party under this Annex will be given as specified in Section 12 of this Agreement.

(d) Specifications of Certain Matters.Anything referred to in this Annex as being specified in Paragraph 11 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly.

Paragraph 10. Definitions

As used in this Annex:

"Base Currency" means the currency specified as such in Paragraph 11(a)(i).

"Base Currency Equivalent" means, with respect to an amount on a Valuation Date, in the case of an amount denominated in the Base Currency, such Base Currency amount and, in the case of an amount denominated in a currency other than the Base Currency (the "Other Currency"), the amount of Base Currency required to purchase such amount of the Other Currency at the spot exchange rate determined by the Valuation Agent for value on such Valuation Date.

"Credit Support Amount" means, with respect to a Transferor on a Valuation Date, (i) the Transferee's Exposure plus (ii) all Independent Amounts applicable to the Transferor, if any, minus (iii) all Independent Amounts applicable to the Transferee, if any, minus (iv) the Transferor's Threshold;provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero.

"Credit Support Balance" means, with respect to a Transferor on a Valuation Date, the aggregate of all Eligible Credit Support that has been transferred to or received by the Transferee under this Annex, together with any Distributions and all proceeds of any such Eligible Credit Support or Distributions, as reduced pursuant to Paragraph 2(b), 3(c)(ii) or 6. Any Equivalent Distributions or Interest Amount (or portion of either) not transferred pursuant to Paragraph 5(c)(i) or (ii) will form part of the Credit Support Balance.

"Delivery Amount" has the meaning specified in Paragraph 2(a).

"Disputing Party" has the meaning specified in Paragraph 4.

"Distributions" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance consisting of securities, all principal, interest and other payments and distributions of cash or other property to which a holder of securities of the same type, nominal value, description and amount as such Eligible Credit Support would be entitled from time to time.

"Distributions Date" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance other than cash, each date on which a holder of such Eligible Credit Support is entitled to receive Distributions or, if that date is not a Local Business Day, the next following Local Business Day.

"Eligible Credit Support" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 11(b)(ii) including, in relation to any securities, if applicable, the proceeds of any redemption in whole or in part of such securities by the relevant issuer.

"Eligible Currency" means each currency specified as such in Paragraph 11(a)(ii), if such currency is freely available.

"Equivalent Credit Support" means, in relationto any Eligible Credit Support comprised in the Credit Support Balance, Eligible Credit Support of the same type, nominal value, description and amount as that Eligible Credit Support.

"Equivalent Distributions" has the meaning specified in Paragraph 5(c)(i).

"Exchange Date" has the meaning specified in Paragraph 11(d).

"Exposure" means, with respect to a party on a Valuation Date and subject to Paragraph 4 in the case of a dispute, the amount, if any, that would be payable to that party by the other party (expressed as a positive number) or by that party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(1) of this Agreement if all Transactions (other than the Transaction constituted by this Annex) were being terminated as of the relevant Valuation Time, on the basis that (i) that party is not the Affected Party and (ii) the Base Currency is the Termination Currency;provided that Market Quotations will be determined by the Valuation Agent on behalf of that party using its estimates at mid-market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation").

"Independent Amount" means, with respect to a party, the Base Currency Equivalent of the amount specified as such for that party in Paragraph 11(b)(iii)(A); if no amount is specified, zero.

"Interest Amount" means, with respect to an Interest Period, the aggregate sum of the Base Currency Equivalents of the amounts of interest determined for each relevant currency and calculated for each day in that Interest Period on the principal amount of the portion of the Credit Support Balance comprised of cash in such currency, determined by the Valuation Agent for each such day as follows:

	(x)	the amount of cash in such currency on that day; multiplied by

	(y)	the relevant Interest Rate in effect for that day; divided by

	(z)	360 (or, in the case of pounds sterling, 365).

"Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was transferred (or, if no Interest Amount has yet been transferred, the Local Business Day on which Eligible Credit Support or Equivalent Credit Support in the form of cash was transferred to or received by the Transferee) to (but excluding) the Local Business Day on which the current Interest Amount is transferred.

"Interest Rate" means, with respect to an Eligible Currency, the rate specified in Paragraph 11(f)(i) for that currency.

"Local Business Day", unless otherwise specified in Paragraph 11(h), means:

	(i)	in relation to a transfer of cash or other property (other than securities) under this Annex, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the relevant account is located and, if different, in the principal financial centre, if any, of the currency of such payment;

	(ii)	in relation to a transfer of securities under this Annex, a day on which the clearance system agreed between the parties for delivery of the securities is open for the acceptance and execution of settlement instructions or, if delivery of the securities is contemplated by other means, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place(s) agreed between the parties for this purpose;

	(iii)	in relation to a valuation under this Annex, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place of location of the Valuation Agent and in the place(s) agreed between the parties for this purpose; and

	(iv)	in relation to any notice or other communication under this Annex, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place specified in the address for notice most recently provided by the recipient.

"Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 11(b)(iii)(C); if no amount is specified, zero.

"New Credit Support" has the meaning specified in Paragraph 3(c)(i).

"Notification Time" has the meaning specified in Paragraph 11(c)(iv).

"Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 4;provided, however, that if a subsequent Valuation Date occurs under Paragraph 2 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 2.

"Resolution Time" has the meaning specified in Paragraph 11(e)(i).

"Return Amount" has the meaning specified in Paragraph 2(b).

"Settlement Day" means, in relation to a date, (i) with respect to a transfer of cash or other property (other than securities), the next Local Business Day and (ii) with respect to a transfer of securities, the first Local Business Day after such date on which settlement of a trade in the relevant securities, if effected on such date, would have been settled in accordance with customary practice when settling through the clearance system agreed between the parties for delivery of such securities or, otherwise, on the market in which such securities are principally traded (or, in either case, if there is no such customary practice, on the first Local Business Day after such date on which it is reasonably practicable to deliver such securities).

"Threshold" means, with respect to a party, the Base Currency Equivalent of the amount specified as such for that party in Paragraph 11(b)(iii)(B); if no amount is specified, zero.

"Transferee" means, in relation to each Valuation Date, the party in respect of which Exposure is a positive number and, in relation to a Credit Support Balance, the party which, subject to this Annex,

owes such Credit Support Balance or, as the case may be, the Value of such Credit Support Balance to the other party.

"Transferor" means, in relation to a Transferee, the other party.

"Valuation Agent" has the meaning specified in Paragraph 11(c)(i).

"Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 11(c)(ii).

"Valuation Percentage" means, for any item of Eligible Credit Support, the percentage specified in Paragraph 11(b)(ii).

"Valuation Time" has the meaning specified in Paragraph 11(c)(iii).

"Value" means, for any Valuation Date or other date for which Value is calculated, and subject to Paragraph 4 in the case of a dispute, with respect to:

	(i)	Eligible Credit Support comprised in a Credit Support Balance that is:

		(A) an amount of cash, the Base Currency Equivalent of such amount multiplied by the applicable Valuation Percentage, if any; and

		(B) a security, the Base Currency Equivalent of the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any; and

	(ii)	items that are comprised in a Credit Support Balance and are not Eligible Credit Support, zero.

CREDIT SUPPORT ANNEX

Elections and Variables dated as of• 2007
Between
•
("Party A")
and
HOLMES MASTER ISSUER PLC
("Party B")
and
THE BANK OF NEW YORK, LONDON BRANCH
(the "Master Issuer Security Trustee")

Paragraph 11. Elections and Variables

(a)	Base Currency and Eligible Currency.

	(i)	"Base Currency" means GBP.

	(ii)	"Eligible Currency" means the Base Currency and [U.S. Dollars][Euro].

	It is agreed by the parties that where the Credit Support Amount is transferred in a currency other than the Base Currency, the Valuation Percentage specified in Paragraph 11(b)(ii) shall be reduced by a percentage agreed by the parties and approved by the relevant Rating Agency ("Additional Valuation Percentage"), in respect of Moody's such Additional Valuation Percentage being 6% or such lower percentage as agreed by the parties and approved by the relevant Rating Agency. For the purpose of this Annex, references to the "relevant Rating Agency" shall mean the Rating Agency whose Ratings Criteria will be used to determine the amount of Eligible Credit Support that Party A is required to transfer to Party B following a credit ratings downgrade of Party A.

(b)	Credit Support Obligations.

	(i)	Delivery Amount, Return Amount and Credit Support Amount.

		"Delivery Amount" has the meaning specified in Paragraph 2(a), except that the words "upon a demand made by the Transferee" shall be deleted and the word "that" on the second line of Paragraph 2(a) shall be replaced with the word "a".

		(A)	"Return Amount" has the meaning as specified in Paragraph 2(b).

		(B)	"Credit Support Amount" has the meaning specified under the relevant definition of Ratings Criteria. In circumstances where more than one of the Ratings Criteria apply to Party A, the Credit Support Amount shall be calculated by reference to the Ratings Criteria which would result in Party A transferring the greatest amount of Eligible Credit Support. Under no circumstances will Party A be required to transfer more Eligible Credit Support than the greatest amount calculated in accordance with the Ratings Criteria set out below.

	(ii)	*Eligible Credit Support*.On any date:

		(A)	for the purpose of Moody’s the collateral specified in Table 5C on Page 25 of the Moody’s Criteria (as defined in sub-paragraph (h)(vii) below) on the basis of weekly posting frequency, will qualify as "Eligible Credit Support" for Party A; and

		(B)	for the purpose of Fitch the following items will qualify as "Eligible Credit Support" for Party A:


	Eligible Credit Support	Valuation Percentage
(A)	cash in an Eligible Currency	100%

(B)	negotiable debt obligations issued after 18 July 1984 by the U.S. Treasury Department having a residual maturity on such date of less than 1 year (with local and foreign currency issuer ratings of AA by S&P or above).	For the purposes of S&P 98.8%;for the purposes of Fitch, the Advance Rate, if applicable (the"Advance Rate") under theheading "Notes Rating/AAA" inthe tableentitled "Advance Rates(%)" in Appendix 3 to Fitch'sStructured Finance Report entitled"Counterparty Risk in StructuredFinance Transactions: SwapCriteria" dated 13 September 2004(the "Fitch Report").

(C)	negotiable debt obligations issued after 18 July 1984 by the U.S. Treasury Department having a residual maturity on such date equal to or greater than 1 year but less than 5 years (with local and foreign currency issuer ratings of AA by S&P or above).	For the purposes of S&P whenresidual maturity is less than 3years in such circumstances,97.1%, and when residualmaturity is less than 5 years in such circumstances, 91.2%; forthe purposes of Fitch, theAdvance Rate, if applicable.

(D)	negotiable debt obligations issued after18 July 1984 by the U.S. Treasury Department having a residual maturity on such date equal to or greater than 5 years but less than 10 years (with local and foreign currency issuer ratings ofAA by S&P or above).	For the purposes of S&P whenresidual maturity is less than 7years in such circumstances,87.5 %, and when residualmaturity is less than 10 years insuch circumstances 83.8%; for thepurposes of Fitch, the AdvanceRate, if applicable.

(E)	negotiable debt obligations of the Federal Republic of Germany (with local and foreign currency issuer ratings of AA by S&P or above) with a residualmaturity of less than 10 years.	For the purposes of S&P 83.8%;for the purposes of Fitch, theAdvance Rate, if applicable.

(F)	negotiable debt obligations of the Republic of France (with local and	For the purposes of S&P 83.8%;for the purposes of Fitch, the

	foreign currency issuer ratings of AA by S&P or above) with a residual maturity of less than 10 years.	Advance Rate, if applicable.

(G)	negotiable debt obligations of Belgium (with local and foreign currency issuer ratings of AA by S&P or above) with a residual maturity of less than 10 years.	For the purposes of S&P 83.8%; for the purposes of Fitch, the Advance Rate, if applicable.

(H)	negotiable debt obligations of the United Kingdom (with local and foreign currency issuer ratings of AA by S&P or above) with a residual maturity of less than 10 years.	For the purposes of S&P 83.8%; for the purposes of Fitch, the Advance Rate, if applicable.

(I)	negotiable debt obligations of Switzerland (with local and foreign currency issuer ratings of AA by S&P or above) with a residual maturity of less than 10 years.	For the purposes of S&P 83.8%; for the purposes of Fitch, the Advance Rate, if applicable.

(J)	negotiable debt obligations of Italy (with local and foreign currency issuerratings of AA by S&P or above) with aresidual maturity of less than 10 years.	For the purposes of S&P 83.8%; for the purposes of Fitch, the Advance Rate, if applicable.

(K)	negotiable debt obligations of the Netherlands (with local and foreign currency issuer ratings of AA by S&P or above) with a residual maturity of less than 10 years.	For the purposes of S&P 83.8%; for the purposes of Fitch, the Advance Rate, if applicable.

(L)	negotiable senior debt obligations of the US Government National Mortgage Association, the US Federal National Mortgage Association, the US Federal Home Loan Mortgage Corporation, the US Student Loans Marketing Association or a US Federal Home Loan Bank (all entities rated AA+ by S&P or above) with a residual maturity on such date equal to or greater than 1 year but less than 3 years.	For the purposes of S&P 97.6%; for the purposes of Fitch, the Advance Rate, if applicable.

(M)	negotiable senior debt obligations of the US Government National Mortgage Association, the US Federal National Mortgage Association, the US Federal Home Loan Mortgage Corporation, the US Student Loans Marketing Association or a US Federal Home	For the purposes of S&P 94.3%; for the purposes of Fitch, the Advance Rate, if applicable.

	Loan Bank (all entities rated AA+ by S&P or above) with a residual maturity on such date equal to or greater than 3 years but less than 5 years.

(N)	negotiable senior debt obligations of the US Government National Mortgage Association, the US Federal National Mortgage Association, the US Federal Home Loan Mortgage Corporation, the US Student Loans Marketing Association or a US Federal Home Loan Bank (all entities rated AA+ by S&P or above) with a residual maturity on such date equal to or greater than 5 years but less than 7 years.	For the purposes of S&P 91.5%; for the purposes of Fitch, the Advance Rate, if applicable.

(O)	negotiable senior debt obligations of the US Government National Mortgage Association, the US Federal National Mortgage Association, the US Federal Home Loan Mortgage Corporation, the US Student Loans Marketing Association or a US Federal Home Loan Bank (all entities rated AA+ by S&P or above) with a residual maturity on such date equal to or greater than 7 years but less than 10 years.	For the purposes of S&P 89.3%; for the purposes of Fitch, the Advance Rate, if applicable.


	Where negotiable debt obligations are rated by only one of the above relevant Rating Agencies, the rating applied will be based on the rating of that agency.

	Where the ratings and/or the Valuation Percentages of the relevant Rating Agencies differ with respect to the same negotiable debt obligation, for the purposes of (B) to (O) above, the lower of the ratings and/or the Valuation Percentages, as the case may be, shall apply.

(iii)	Thresholds.

	(A)	"Independent Amount" means, for Party A and Party B, with respect to each Transaction, zero.

	(B)	"Threshold" means, for Party A: infinity, unless any of an Initial S&P Rating Event, a Subsequent S&P Rating Event, an Initial Moody's Rating Event, a Subsequent Moody's Rating Event, a Fitch Rating Event, a First Subsequent Fitch Rating Event or a Second Subsequent Fitch Rating Event has occurred and is continuing and Party A has not taken alternative action as contemplated by Part 5 of the Schedule to the Agreement, in which case the Threshold for Party A shall be zero; and

		"Threshold" means, for Party B: infinity

		(C)	"Minimum Transfer Amount"means, with respect to Party A, and Party B, GBP 50,000; provided, that if (1) an Event of Default has occurred and is continuing in respect of which Party A is the Defaulting Party, or (2) an Additional Termination Event has occurred in respect of which Party A is an Affected Party, the Minimum Transfer Amount with respect to Party A shall be zero.

		(D)	"Rounding".The Delivery Amount and the Return Amount will be rounded up and down to the nearest integral multiple of GBP 10,000 respectively, subject to the maximum Return Amount being equal to the Credit Support Balance.

(c)	Valuation and Timing.

	(i)	"Valuation Agent" means Party A in all circumstances.

	(ii)	"Valuation Date"means the first Business Day of each calendar week; provided that if such day is not a Local Business Day then the Valuation Date shall be the preceding day that is a Local Business Day and provided that for so long as the long- term, unsecured and unsubordinated debt obligations and the short-term, unsecured and unsubordinated debt obligations of Party A and, if relevant, any Credit Support Provider of Party A, are not rated at least as high as “A3” and “Prime-2” by Moody’s, the Valuation Date shall mean each Local Business Day..

	(iii)	"Valuation Time" means the close of business on the Local Business Day immediately preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date.

	(iv)	"Notification Time" means by 5.00p.m., London time, on a Local Business Day.

(d)	Exchange Date. "Exchange Date" has the meaning specified in Paragraph 3(c)(ii).


(e)	Dispute Resolution.

	(i)	"Resolution Time" means 2.00 p.m., London time, on the Local Business Day following the date on which notice is given that gives rise to a dispute under Paragraph 4.

	(ii)	"Value". For the purpose of Paragraphs 4(a)(4)(i)(C) and 4(a)(4)(ii), the Value of the outstanding Credit Support Balance or of any transfer of Eligible Credit Support or Equivalent Credit Support, as the case may be, will be calculated as follows:

		For Eligible Credit Support comprised in a Credit Support Balance that is:

		(A)	an amount of cash, the Base Currency Equivalent of such amount; and

		(B)	a security, the sum of (a)(x) the last bid price on such date for such securities on the principal national securities exchange on which such securities are listed, multiplied by the applicable Valuation Percentage; or (y) where any securities are not listed on a national securities exchange, the bid price for such securities quoted as at the close of business on such date by any principal market maker (which shall not be, and shall be independent from, the

		Valuation Agent) for such securities chosen by the Valuation Agent, multiplied by the applicable Valuation Percentage; or (z) if no such bid price is listed or quoted for such date, the last bid price listed or quoted (as the case may be), as of the day next preceding such date on which such prices were available, multiplied by the applicable Valuation percentage; plus (b) the accrued interest where applicable on such securities (except to the extent that such interest shall have been paid to the Transferor pursuant to Paragraph 5(c)(ii) or included in the applicable price referred to in subparagraph (a) above) as of such date.

(iii)	"Alternative". The provisions of Paragraph 4 will apply.


(f)	Distribution and Interest Amount.

	(i)	Interest Rate.The "*Interest Rate" will be, with respect to the Base Currency, such rate as may be agreed between the parties from time to time, and subject to confirmation from Moody's that it shall not affect the then current ratings of the Series• Class• [Master] Issuer Notes. In the event that the parties agree that Eligible Credit Support may include currencies other than the Base Currency, the "Interest Rate*" with respect to each such currency shall be such rate as may be agreed between the parties at the time that it is agreed that Eligible Credit Support may include such currency and subject to confirmation from Moody's that it shall not affect the then current ratings of the Series•Class• Tenth Issuer Notes.

	(ii)	Transfer of Interest Amount. The transfer of the Interest Amount will be made on the first Local Business Day following the end of each calendar month to the extent that Party B has earned and received such amount of interest and that a Delivery Amount would not be created or increased by that transfer, and on any other Local Business Day on which Equivalent Credit Support is transferred to the Transferor pursuant to Paragraph 2(b), provided that Party B shall only be obliged to transfer any Interest Amount to Party A to the extent that it has received such amount.

	(iii)	Alternative to Interest Amount. The provisions of Paragraph 5(c)(ii) will apply. For the purposes of calculating the Interest Amount the amount of interest calculated for each day of the Interest Period shall, with respect to any Eligible Currency, be compounded daily.

	(iv)	*Interest Amount. The definition of "Interest Amount*" shall be deleted and replaced with the following:

		"*Interest Amount*" means, with respect to an Interest Period and each portion of the Credit Support Balance comprised of cash in an Eligible Currency, the sum of the amounts of interest determined for each day in that Interest Period by the Valuation Agent as follows:


		(x)	the amount of such currency comprised in the Credit Support Balance at the close of business for general dealings in the relevant currency on such day (or, if such day is not a Local Business Day, on the immediately preceding Local Business Day); multiplied by

		(y)	the relevant Interest Rate; divided by

	(z)	360 (or in the case of Pounds Sterling, 365).

(v)	"Distributions" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance consisting of securities, all principal, interest and other payments and distributions of cash or other property which a holder of securities of the same type, nominal value, description and amount as such Eligible Credit Support would have received from time to time.

(vi)	"Distributions Date" means, with respect to any Eligible Credit Support comprised in the Credit Support Balance other than cash, each date on which a holder of such Eligible Credit Support would have received Distributions or, if that date is not a Local Business Day, the next following Local Business Day.

(g)	Addresses for Transfers.
	Party A: Details to be obtained from•
	Attention:	•
	Facsimile No.:	•
	Party B: Details to be obtained from: Holmes Master Issuer plc,•
	Collateral calls / queries should be addressed to: Holmes Master Issuer plc,•
	Attention:	•
	Facsimile No.:	•
	With a copy to:		Holmes Master Issuer plc,•
	Attention:	•
	Facsimile No.:	•


(h)	Other Provisions.

	*(i)*	*Transfer Timing*

		1)	The final paragraph of Paragraph 3(a) shall be deleted and replaced with the following:

			"Subject to Paragraph 4, and unless otherwise specified, any transfer of Eligible Credit Support or Equivalent Credit Support (whether by the Transferor pursuant to Paragraph 2(a) or by the Transferee pursuant to Paragraph 2(b)) shall be made not later than the close of business on the Settlement Day."

		2)	The definition of Settlement Day shall be deleted and replaced with the following:

			"*Settlement Day*" means the next Local Business Day after the Demand Date

		3)	For the purposes of this Paragraph 11(h)(i):

		"*Demand Date*" means, with respect to a transfer by a party:

		(i)	in the case of a transfer pursuant to Paragraph 2, Paragraph 3 or Paragraph 4(a)(2), the relevant Valuation Date (and for the avoidance of doubt, for the purposes of Paragraph 2 and Paragraph 4(a)(2), the Transferor will be deemed to receive notice of the demand by the Transferee to make a transfer of Eligible Credit Support); and

		(ii)	in the case of a transfer pursuant to Paragraph 3(c)(ii)(A), the date on which the Transferee has given its consent to the proposed exchange.

		For the avoidance of doubt, on each Demand Date the Transferor shall deliver to the Transferee and the Note Trustee a statement showing the amount of Eligible Credit Support to be delivered.

	*(ii)*	*Costs of Transfer on Exchange*

		Notwithstanding Paragraph 8, the Transferor will be responsible for, and will reimburse the Transferee for, all transfer and other taxes and other costs involved in the transfer of Eligible Credit Support from the Transferor to the Transferee or in the transfer of Equivalent Credit Support from the Transferee to the Transferor hereto.

	*(iii)*	*Cumulative Rights*

		The rights, powers and remedies of the Transferee under this Annex shall be in addition to all rights, powers and remedies given to the Transferee by this Agreement or by virtue of any statute or rule of law, all of which rights, powers and remedies shall be cumulative and may be exercised successively or concurrently without impairing the rights of the Transferee in the Credit Support Balance created pursuant to this Annex.

	*(iv)*	*Single Transferor and Single Transferee*

		Party A and Party B agree that, notwithstanding anything to the contrary in this Annex, (including, without limitation, the recital hereto, Paragraph 2 or the definitions in Paragraph 10), (a) the term"Transferee"as used in this Annex means only Party B, (b) the term"Transferor"as used in this Annex means only Party A, (c) only Party A will be required to make Transfers of Eligible Credit Support hereunder; and (d) in the calculation of any Credit Support Amount, where the Transferee's Exposure would be expressed as a negative number, such Exposure shall be deemed to be zero.

	*(v)*	*Ratings Criteria*

		"Ratings Criteria" means, the criteria used by S&P (as set out in S&P's Structured Finance reports entitled "Standard & Poor's Global Interest Rate and Currency Swap Counterparty Rating Criteria Expanded" dated 17 December 2003 and "Global Interest Rate and Currency Swaps: Calculating the Collateral Required Amount" dated 26 February 2004) ("S&P Criteria"), the criteria used by Moody's (as set out in Moody's Structured Finance rating methodology entitled "Framework for De-Linking Hedge Counterparty Risks from Global Structured Finance Cashflow Transactions

		Moody's Methodology" dated 25 May 2006) ("Moody's Criteria") and/or the criteria used by Fitch (as set out in Fitch's Structured Finance Report entitled "Counterparty Risk in Structured Finance Transactions: Swap Criteria" dated 13 September 2004) ("Fitch Criteria") for the purposes of determining the amount of Eligible Credit Support Party A is required to transfer hereunder following a credit ratings downgrade where Party A has opted to transfer Eligible Credit Support in support of its obligations under this Agreement pursuant to Part 5(7) of this Agreement.

		*Moody's Criteria*

		"Credit Support Amount" shall be:

		1.	if the long-term, unsecured and unsubordinated debt obligations or the short- term, unsecured and unsubordinated debt obligations of Party A (or its successor) and, if relevant, any Credit Support Provider of Party A cease to be rated as high as "A1" or cease to be rated as high as "Prime-1" by Moody's, the amount calculated in accordance with Table 4A-2 (Potential increase of Mid-Market Value of Hedges at First Trigger) of the Moody's Criteria using the percentages specified in the “Weekly” column of the “Currency Hedges” section of that Table 4A-2; or

		2.	if the long-term, unsecured and unsubordinated debt obligations or the short- term, unsecured and unsubordinated debt obligations of Party A (or its successor) and, if relevant, any Credit Support Provider of Party A cease to be rated as high as "A3" or cease to be rated as high as "Prime-2" by Moody's, the amount calculated in accordance with Table 4B-3 (Potential Increase of Mid-Market Value of Options & Transaction-Specific Hedges at Second Trigger) using the percentages specified in the “Weekly” column of the “Currency Hedges” section of Table 4B-3.

		*Fitch Criteria*

		"Credit Support Amount" shall mean at any time for the purposes of the Fitch Criteria with respect to a Transferor on a Valuation Date the result of the following formula:

			max [MV plus VC x 105 per cent multiplied by N; 0]

		where:

		"max" means maximum;

		"MV" means the Transferee's Exposure;


		"VC" means the applicable volatility cushion at that time determined by reference to the table headed "Volatility Cushion (%)" appearing at the end of Appendix 2 to the Fitch Criteria (and for such purpose calculating the relevant Weighted Average Life assuming a zero prepayment rate and zero default rate in relation to the mortgages beneficially owned by Party B), if applicable; and

		"N" means the aggregate Currency Amounts applicable to Party A in respect of all Transactions under this Agreement (other than the Transaction constituted by this Annex) outstanding at that time.

		*S&P Criteria*

		"Credit Support Amount" shall mean an amount determined in accordance with the S&P Criteria.

	(vi)	Calculations.

		Paragraph 3(b) of this Annex shall be amended by inserting the words "and shall provide each party (or the other party, if the Valuation Agent is a party) with a description in reasonable detail of how such calculations were made, upon request" after the word "calculations" in the third line thereof.

	(vii)	Independent Party.

		If Party A is at any time rated below "A3" or "Prime-2" by Moody's or below "BBB+" or "F2" by Fitch, Party A shall (i) on a weekly basis (on the same date that the Valuation Agent makes its calculation), obtain a calculation from a party which is independent to Party A's trading desk (or the equivalent) (for example the middle office or market risk department of Party A, Party A's auditors or a consulting firm in derivative products appointed by Party A) to validate the calculation of any calculation by Party A's trading desk (or the equivalent); and (ii) upon the written request of Moody's or Fitch, on a monthly basis, use it's best efforts to seek two quotations from Reference Market-makers; provided that if 2 Reference Market- makers are not available to provide a quotation, then fewer than 2 Reference Market- makers may be used for such purpose, and if no Reference Market-makers are available, the Master Issuer Security Trustee will determine an alternative source, for the purpose of calculations. Where more than one quotation is obtained, the quotation representing the greatest amount of Exposure of the Transferee shall be used by the Valuation Agent."

	(viii)	Definitions.As used in this Annex, the following terms shall mean:

		"Fitch" means Fitch Ratings Ltd and includes any successors thereto;

		"Moody's" means Moody's Investors Service Limited and includes any successors thereto;

		"S&P" means Standard & Poors Rating Services, a division of the McGraw-Hill Companies, Inc.

IN WITNESS WHEREOFthe parties have signed this Annex as of the date first above written.

	•		HOLMES MASTER ISSUER PLC
By:	..................................................................................	By:	..................................................................................
Title:	..................................................................................	Title:	..................................................................................
Date:	..................................................................................	Date:	..................................................................................

By:	..................................................................................	By:	..................................................................................
Title:	..................................................................................	Title:	..................................................................................
Date:	..................................................................................	Date:	..................................................................................

	THE BANK OF NEW YORK, LONDON BRANCH
By:	..................................................................................
Title:	..................................................................................
Date:	..................................................................................

By:	..................................................................................
Title:	..................................................................................
Date:	..................................................................................

		Series• Class•
From:	•

To:	Holmes Master Issuer PLC
	Abbey National House
	2 Triton Square
	Regent's Place
	London
	NW1 3AN

Attention:	Company Secretary

To:	The Bank of New York, London Branch
	40^thFloor, One Canada Square
	London
	E14 5AL

Attention:	Global Structured Finance - Corporate Trustee

• 2007

Dear Sirs

Confirmation - Series• Class• [Dollar][Euro] to Sterling Currency Swap

The purpose of this letter is to confirm the terms and conditions of the swap transaction entered into between us on the Trade Date specified below (theSwap Transaction). This letter constitutes aConfirmation as referred to in the 1992 ISDA Master Agreement (Multicurrency-Cross Border) (Series• Class•) and the Schedule thereto entered into between•, Holmes Master Issuer PLC and The Bank of New York, London Branch (theMaster Issuer SecurityTrustee) and dated• 2007 as amended and supplemented from time to time (theAgreement).

The definitions and provisions contained in the 2000 ISDA Definitions as published by the International Swaps & Derivatives Association, Inc. (theDefinitions) are incorporated into this Confirmation. In the event of any inconsistency between any of the following, the first listed shall govern: (a) this Confirmation, (b) the Master Definitions Schedule, and (c) the Definitions.

The termTransaction as used herein shall, for the purposes of the Definitions, have the same meaning asSwap Transaction.

1	The following terms relate to all Transactions to which this Confirmation relates:

	Party A:	•

	Party B:	Holmes Master Issuer PLC

	Trade Date:	•2007

	Effective Date:	•2007

	Termination Date:	The earlier of (a) the Party A Payment Date falling in [•] and (b) the date on which all of the Relevant Notes are redeemed in full.

	[Dollar][Euro] Currency Swap Rate:	•([USD][EUR] per GBP)

	Business Days:	London, New York and TARGET

	Business Day Convention:	Following

	Calculation Agent:	Party A

	Relevant Notes:	Series•Class• Master Issuer Notes

Party A Floating Amounts:

	Party A
	Currency Amount:	In respect of each Party A Calculation Period, an amount in [Dollar][Euro]s equal to the principal amount outstanding of the Relevant Notes on the first day of such Calculation Period (after taking into account any redemption on such day).

	Party A
	Payment Dates:	[The 15th day of each month from and including 15th•, 2007 up to and including the Termination Date, provided that, upon the occurrence of a Trigger Event or the enforcement of the Master Issuer Security in accordance with the Master Issuer Deed of Charge, the Party A Payment Dates shall occur on the 15th day of each month until, and including, the next to occur after that time of the 15th day of January, the 15th day of April, the 15th day of July or the 15th day of October (that date, theQuarterly Commencement Date) and after such date the Party A Payment Date shall fall quarterly on the 15th day of January, April, July and October in each year up to and including the Termination Date][15th January, 15th April, 15th July and 15th October of each year commencing on 15th •, 2007 up to and including the Termination Date].

	Floating Rate for Party A
	initial Calculation Period:	[Linear Interpolation based on•month and• month [USD- LIBOR-BBA][EUR-EURIBOR-Telerate] is applicable.]

	Party A
	Floating Rate Option:	[USD-LIBOR-BBA][EUR-EURIBOR-Telerate]

	Designated Maturity:	[1 month provided that, in respect of each Calculation Period commencing on or after the Quarterly Commencement Date, the Designated Maturity shall be 3 months][3 months]

	Spread:	[•per cent. per annum][From and including the Effective Date to (and including) the Party A Payment Date falling in •

		plus• per cent. per annum and thereafter plus•per cent. per annum].

	Rounding:	Rounded to the nearest cent

	Reset Date:	First day of the relevant Calculation Period

	Party A Floating Rate Day
	Count Fraction:	Actual/360

Party B Floating Amounts:

	Party B
	Currency Amount:	In respect of each Party B Calculation Period, an amount in Sterling equivalent to the Party A Currency Amount for the Party A Calculation Period commencing on the first day of such Party B Calculation Period, converted by reference to the [Dollar][Euro] Currency Swap Rate.

	Party B
	Payment Dates:	15th January, 15th April, 15th July and 15th October of each year commencing on 15th January, 2007 up to and including the Termination Date.

	Floating Rate for Party A
	initial Calculation
	Period:	Linear Interpolation based on 1 month and 2 month GBP-LIBOR-BBA is applicable.

	Party B
	Floating Rate Option:	GBP-LIBOR-BBA

	Designated Maturity:	3 months

	Spread:	[•per cent. per annum][From and including the Effective Date to (and including) the Party B Payment Date falling in • plus • per cent. per annum and thereafter plus • per cent. per annum].

	Floating Rate Day
	Count Fraction:	Actual/365(Fixed)

	Rounding:	Rounded to the nearest penny

	Reset Date:	First day of the relevant Calculation Period

Initial Exchange:

	Initial Exchange Date:	• 2007

	Party A Initial
	Exchange Amount:	GBP•

	Party B Initial
	Exchange Amount:	[USD][EUR]•

Interim Exchange:

	Interim Exchange Dates:	Each Party A Payment Date and Party B Payment Date (other than the Termination Date) on which the Relevant Notes are redeemed in part.

	Party A Interim
	Exchange Amount:	In respect of each Interim Exchange Date, an amount in [Dollar][Euro]s equal to the amount of the Relevant Notes redeemed on such Interim Exchange Date.

	Party B Interim
	Exchange Amount:	In respect of each Interim Exchange Date, the Sterling equivalent of the Party A Interim Exchange Amount for such Interim Exchange Date converted by reference to the [Dollar][Euro] Currency Swap Rate.

Final Exchange:

	Final Exchange Date:	Termination Date

	Party A Final
	Exchange Amount:	An amount in [Dollar][Euro]s equal to the principal amount outstanding of the Relevant Notes on the Final Exchange Date (before taking into account any redemption on such day).

	Party B Final
	Exchange Amount:	The Sterling equivalent of the Party A Final Exchange Amount for the Final Exchange Date converted by reference to the [Dollar][Euro] Currency Swap Rate.

2.	Deferral of Floating Amounts:

	If any payment of interest under the Relevant Notes (including any payment of a previous shortfall of interest under the Relevant Notes or any payment of interest on such shortfall) is deferred in accordance with the terms and conditions of the Relevant Notes then a corresponding part of the Party A Floating Amount and a pro rata part of the Party B Floating Amount which, in each case, would otherwise be due in respect of the relevant Party A Payment Date and Party B Payment Date respectively, shall be deferred.

	On any subsequent occasion if any payment of interest under the Relevant Notes is deferred (including any payment of a previous shortfall of interest under the Series 2 Class B Notes or any payment of interest on such shortfall) in accordance with the terms and conditions of the Relevant Notes then all or a corresponding part of the Party A Floating Amount and a pro rata part of the Party B Floating Amount shall be deferred.

	Any such amount so deferred on the Party A Floating Amount shall be payable on the next Party A Payment Date (together with an additional floating amount accrued thereon at the applicable Party A Floating Rate) and the Party A Floating Amount due on such date shall be deemed to include such amounts.

	Any such amount so deferred on the Party B Floating Amount shall be payable on the next Party B Payment Date (together with an additional floating amount accrued thereon accrued at the applicable Party B Floating Rate) and the Party B Floating Amount due on such date shall be deemed to include such amounts.

3.	Additional Termination Event:

	In relation to Section 5(b)(v) of the Agreement and the relevant Additional Termination Event set out in the Schedule to the Agreement, in the case of a redemption in full of the Relevant Notes pursuant to Condition 5.5 of the Terms and Conditions the following provisions shall apply:

	(i)	the Early Termination Date shall be deemed to occur on the day which is 2 Local Business Days prior to the Termination Date;

	(ii)	notwithstanding Section 6(c)(ii) of the Agreement:

		(a)	Party B shall pay the Party B Final Exchange Amount to Party A and Party A shall pay the Party A Final Exchange Amount to Party B, in each case, on the Termination Date; and

		(b)	Party A shall pay the Party A Floating Amount calculated in respect of the final Party A Calculation Period to Party B on the Termination Date; and

		(c)	Party B shall pay the Party B Floating Amount calculated in respect of the final Party B Calculation Period to Party A on the Termination Date (the amounts referred to in (a), (b) and (c) together being, the “Scheduled Payments”); and

	(iii)	for the purposes of Section 6(e), the Market Quotation in respect of this Terminated Transaction shall be deemed to be the Market Quotation determined in respect of a hypothetical Terminated Transaction having the same terms as this Terminated Transaction but using the anticipated rate of reduction in the Party A Currency Amount and Party B Currency Amount as if paragraph (ii)(a) above did not apply and as if the Termination Date were July 2040lessthe Market Quotation determined in respect of a hypothetical Terminated Transaction having the same terms as this Terminated Transaction taking paragraph (ii)(a) above and the actual Termination Date as determined above into account.

4	Account Details:

	Payments to Party A
	in [USD][EUR]:	Bank:	•

		Account Number:	•

		Swift Code:	•
	Payments to Party A
	in Sterling:	Bank:	•

		Sort Code:	•

		Account Number:	•

		SWIFT:	•

	Payments to Party B
	in [USD][EUR]:	Correspondent Bank:	[Citibank, N.A., New York]

		ABA No.:	[021000089]

		Beneficiary Bank:	[Citibank, N.A., London]

		Account Number:	•

		Sort Code:	•

		Beneficiary:	Holmes Master Issuer PLC

		IBAN No:	•

		SWIFT Code:	[CITIGB2L – Citibank London via Citibank New York, SWIFT code: CITIU533]

	Payments to Party B
	in Sterling:	Bank:	Abbey National plc

		Account Number:	•

		Sort Code:	09-02-40

		Beneficiary:	Holmes Master Issuer PLC

		SWIFT BIC:	ABBYGB2L

5	Notice Details:

	Party A:	•

	Address:	•

	Facsimile Number:	•

	Attention:	•

	Party B:	Holmes Master Issuer PLC

	Address:	c/o Abbey National plc
		2 Triton Square
		Regent's Place
		London
		NW1 3 AN

	Facsimile Number:	+44 (0) 20 7756 5627

	Attention:	Company Secretary

	With a copy to:	c/o Abbey National plc
		Abbey House (AAM 129)
		201 Grafton Gate East
		Milton Keynes
		MK9 1AN

	Facsimile Number:	+44 (0) 1908 343 019

	Attention:	Securitisation Team, Retail Credit Risk

	With a copy to the
	Issuer Security
	Trustee:	The Bank of New York, London Branch

	Address:	40^thFloor, One Canada Square
		London
		E14 5AL

	Facsimile Number:	+44 (0) 20 7964 6061/6399

	Attention:	Global Structured Finance – Corporate Trustee

Yours faithfully

•

By:
Name:
Title:

Confirmed as of the date first written:

HOLMES MASTER ISSUER PLC

By:
Name:
Title:

THE BANK OF NEW YORK, LONDON BRANCH

By:
Name:
Title:

Holmes Funding Inactive S-3/AShelf registration (amended)