CONFORMED COPY ISSUE 2007-1 START-UP LOAN AGREEMENT DATED 28 MARCH 200...

CONFORMED COPY ISSUE 2007-1 START-UP LOAN AGREEMENT DATED 28 MARCH 2007



                                                                    EXHIBIT 10.5

                                                                  CONFORMED COPY




                      ISSUE 2007-1 START-UP LOAN AGREEMENT

                               DATED 28 MARCH 2007

                             ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ FUNDING LIMITED
                                   as Funding

                                       and

                               ABBEY NATIONAL PLC
                     as Issue 2007-1 Start-up Loan Provider

                                       and

                    JPMORGAN CHASE BANK, N.A., LONDON BRANCH
                               as Security Trustee





                               [GRAPHIC OMITTED]

                                     London






                                    CONTENTS

Clause                                                                     Page

1.       Definitions and Interpretation.......................................1
2.       The Facility.........................................................1
3.       Interest.............................................................2
4.       Repayment............................................................2
5.       Acceleration.........................................................3
6.       Payments and Limited Recourse........................................3
7.       Subordination and Security...........................................3
8.       Notices..............................................................4
9.       Taxes................................................................5
10.      Remedies and Waivers.................................................5
11.      Assignments and Transfer.............................................5
12.      Security Trustee as a Party..........................................5
13.      No Partnership.......................................................5
14.      Variation............................................................6
15.      Invalidity of Any Provision..........................................6
16.      Exclusion of Third Party Rights......................................6
17.      Counterparts.........................................................6
18.      Governing Law........................................................6
19.      Submission to Jurisdiction...........................................6







THIS ISSUE 2007-1 START-UP LOAN AGREEMENT is made on 28 March 2007

BETWEEN:

(1)      ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ FUNDING LIMITED (registered number 3982428), a private limited
         company incorporated in England and Wales, whose registered office is
         at Abbey National House, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡'ג–� ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–�
         ג–‡ג–‡ג–� (FUNDING);

(2)      ABBEY NATIONAL PLC (registered number 2294747), a public limited
         company incorporated under the laws of England and Wales whose
         registered office is at Abbey National House, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡'ג–�
         ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–� (the ISSUE 2007-1 START-UP LOAN PROVIDER); and

(3)      JPMORGAN CHASE BANK, N.A., LONDON BRANCH (formerly known as The Chase
         Manhattan Bank, London Branch), whose principal office is at ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–�
         ג–‡ג–‡ג–‡ג–‡ג–�, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–� (the SECURITY TRUSTEE,
         which expression shall include such person and all other persons for
         the time being acting as trustee or trustees under the Funding Deed of
         Charge).

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

         The Further Amended and Restated Master Definitions and Construction
         Schedule, signed for the purposes of identification by ג–‡ג–‡ג–‡ג–‡ג–� & Overy
         and ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� and May on 28 March 2007 (as the same may be amended,
         varied or supplemented from time to time with the consent of the
         parties hereto) is expressly and specifically incorporated into this
         Agreement and, accordingly, the expressions defined in the Further
         Amended and Restated Master Definitions and Construction Schedule (as
         so amended, varied or supplemented) shall, except where the context
         otherwise requires and save where otherwise defined herein, have the
         same meanings in this Agreement, including the Recitals hereto and this
         Agreement shall be construed in accordance with the interpretation
         provisions set out in Clause 2 of that Further Amended and Restated
         Master Definitions and Construction Schedule.

2.       THE FACILITY

         The Issue 2007-1 Start-up Loan Provider grants to Funding
         simultaneously with the issue by the Master Issuer of the Issue 2007-1
         Notes and, upon the terms and subject to the conditions hereof, a
         sterling loan facility in an aggregate amount of up to
         (pound)77,000,000 (the amount so granted or such part of such amount as
         shall be outstanding from time to time being referred to as the
         ADVANCE) on the 2007-1 Closing Date as follows:

         (a)   a tranche in the sum of up to (pound)6,000,000 (six million
               pounds) for the purpose of providing funding for Funding's fees,
               costs and expenses in respect of the acquisition of the
               acquisition of the New Loans on the 2007-1 Closing Date and in
               respect of amounts payable by Funding under the Master
               Intercompany Loan Agreement in relation to the issue of the Issue
               2007-1 Notes (TRANCHE A); and

         (b)   a tranche in the sum of up to (pound)71,000,000 (seventy-one
               million pounds) for the purpose of adding to the balance of the
               First Reserve Fund to be recorded as a credit balance on the
               First Reserve Ledger (TRANCHE B),

                                       1





         Tranche A shall be paid into the Funding Transaction Account. Tranche B
         shall be paid into the Funding GIC Account

3.       INTEREST

3.1      The Advance and any interest capitalised pursuant to Clause 3.4 will
         bear interest from (and including) the 2007-1 Closing Date until the
         Advance and all accrued interest thereon is repaid in full at a rate of
         LIBOR for three-month sterling deposits. For the first Interest Period,
         LIBOR will be determined on the basis of a linear interpolation between
         LIBOR for three-month and four-month sterling deposits.

3.2      Subject to Clauses 6.2 and 6.3, interest on the Advance and any
         interest capitalised pursuant to Clause 3.4 will be payable in arrear
         on each Interest Payment Date.

3.3      Interest shall be calculated by reference to each Interest Period on
         the basis of the actual number of days elapsed and a 365 day year.

3.4      Any interest accrued in respect of an Interest Period but not paid on
         the Interest Payment Date relating thereto shall be capitalised
         forthwith.

4.       REPAYMENT

4.1      Funding shall make repayments toward the Advance (including any
         interest capitalised pursuant to Clause 3.4) on each Interest Payment
         Date if, and to the extent that, there are Funding Available Revenue
         Receipts available therefor after making the payments and provisions
         referred to in paragraphs (a) to (u) of the Funding Pre-Enforcement
         Revenue Priority of Payments, until the Advance has been fully repaid.

4.2      The Cash Manager is responsible, pursuant to the Cash Management
         Agreement, for determining the amount of Funding Available Revenue
         Receipts as at any Intercompany Loan Determination Date and each
         determination so made shall (in the absence of negligence, wilful
         default, bad faith or manifest error) be final and binding on the Issue
         2007-1 Start-up Loan Provider.

4.3      Subject to Clauses 5, 6.2, 6.3 and 7.2, on any Interest Payment Date on
         which all the Intercompany Loans have been repaid in full, Funding
         shall immediately repay the Advance (including any interest capitalised
         pursuant to Clause 3.4) and pay any accrued interest.

4.4      The Issue 2007-1 Start-up Loan Provider hereby acknowledges that from
         time to time Funding may enter into New Start-up Loan Agreements with
         New Start-up Loan Providers and that the obligation of Funding to repay
         this Issue 2007-1 Start-up Loan and any New Start-up Loan will rank
         pari passu and will be paid pro rata between themselves. The Issue
         2007-1 Start-up Loan Provider further acknowledges that the Funding
         Pre-Enforcement Revenue Priority of Payments and the Funding
         Post-Enforcement Priority of Payments set out in Parts I and III of
         Schedule 3 to the Funding Deed of Charge respectively will be amended
         to reflect the entry by Funding into New Start-up Loan Agreements and
         related agreements from time to time and agrees to execute such
         documents as are necessary or required by the Rating Agencies for the
         purpose of including the New Start-up Loan Provider and the New Issuer
         (and any other relevant party) in the Transaction Documents to effect
         those amendments.

                                       2





5.       ACCELERATION

         If any Intercompany Loan Enforcement Notice is served, this facility
         shall be cancelled and the Advance (including any interest capitalised
         pursuant to Clause 3.4) and accrued interest shall, subject to the
         Funding Deed of Charge, become immediately due and payable.

6.       PAYMENTS AND LIMITED RECOURSE

6.1      All payments to be made hereunder by Funding shall be made in sterling
         in immediately available cleared funds to the Issue 2007-1 Start-up
         Loan Provider's account (sort code 09-00-09, account number ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡)
         (or such other account as the Issue 2007-1 Start-up Loan Provider may
         have specified in writing to Funding for this purpose). If any sum
         falls due hereunder otherwise than on a Business Day, it shall be paid
         on the next succeeding Business Day.

6.2      Prior to service of any Intercompany Loan Enforcement Notice or
         repayment in full of all the Intercompany Loans, amounts of principal,
         interest and any other amounts due hereunder shall be paid only in
         accordance with Clause 7.4 of this Agreement and Part 1 of Schedule 3
         of the Funding Deed of Charge.

6.3      If, upon the Advance becoming due and payable pursuant to Clauses 4.3
         or 5, Funding has insufficient funds available to meet its obligations
         hereunder in full on such date then:

         (a)   Funding shall utilise its funds on such date to the extent
               available in making payments to the Issue 2007-1 Start-up Loan
               Provider to repay the Advance (including any interest capitalised
               pursuant to Clause 3.4) and accrued interest thereon; and

         (b)   the obligation of Funding to pay the shortfall together with any
               amounts falling due and payable thereafter shall on any day be
               limited to the available funds acquired by Funding subsequent to
               such date, together with the proceeds of the enforcement of the
               Funding Security, such funds and proceeds to be paid to the Issue
               2007-1 Start-up Loan Provider by the Security Trustee pursuant to
               Clause 8 of the Funding Deed of Charge,

         provided that the Issue 2007-1 Start-up Loan Provider shall not release
         Funding from Funding's obligation to pay the remaining amount that
         would have been due under this Agreement had this Clause 6.3 not
         applied, nor shall this Clause 6.3 be construed as having that effect.

7.       SUBORDINATION AND SECURITY

7.1      The parties hereby agree that the Advance shall be subordinated to,
         inter alia, payments of principal and interest on any previous
         intercompany loan made available by a previous issuing entity or the
         Master Issuer, and all other payments or provisions ranking in priority
         to payments to be made to the Issue 2007-1 Start-up Loan Provider under
         this Agreement in accordance with the priority of payments or as
         provided in Clause 8 and Schedule 3 of the Funding Deed of Charge.

7.2      The Issue 2007-1 Start-up Loan Provider further agrees that, without
         prejudice to Clause 8 of the Funding Deed of Charge, its rights against
         Funding under this Agreement are limited to the extent that Funding has
         sufficient assets to meet its claim or any part thereof having taken
         into account all other liabilities, both actual and contingent, of
         Funding which pursuant to the Funding Deed of Charge rank pari passu
         with or in priority to its liabilities to the Issue 2007-1 Start-up
         Loan Provider under this Agreement and so that Funding shall not be
         obliged to

                                       3





         make any payment to the Issue 2007-1 Start-up Loan Provider hereunder
         if and to the extent that the making of such payment would cause
         Funding to be or become unable to pay its debts within the meaning of
         Section 123 of the Insolvency ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡. However, if there are
         sufficient Funding Available Revenue Receipts available but Funding
         does not repay the Advance when due, such non-repayment will constitute
         an event of default under this Issue 2007-1 Start-up Loan Agreement
         causing the Advance and any accrued interest thereon to be accelerated
         in accordance with Clause 5.

7.3      Funding undertakes that its obligations to the Issue 2007-1 Start-up
         Loan Provider hereunder shall at all times be secured by the Funding
         Deed of Charge.

7.4      The Issue 2007-1 Start-up Loan Provider hereby undertakes to be bound
         by the terms of the Funding Deed of Charge and the Cash Management
         Agreement and in particular agrees that on enforcement of the security
         created by the Funding Deed of Charge, all amounts of principal,
         interest and any other amounts due hereunder shall rank in the order of
         priority set out in the Funding Post-Enforcement Priority of Payments.

7.5      The Issue 2007-1 Start-up Loan Provider further covenants that, except
         as permitted under Clause 9 of the Funding Deed of Charge, it will not
         set off or purport to set off the Advance or any interest thereon or
         any part of either thereof against any liability owed by it to Funding.

7.6      The Issue 2007-1 Start-up Loan Provider undertakes that it will not,
         prior to the second anniversary of the date on which all of the Notes
         are redeemed in full, take any corporate action or other steps or legal
         proceedings for the winding up, dissolution or reorganisation or for
         the appointment of a receiver, administrator, administrative receiver,
         trustee, liquidator, sequestrator or similar officer of Funding or of
         any or all of the revenues and assets of Funding nor participate in any
         proceedings without notice nor seek to enforce any judgment against
         Funding, except as permitted under the provisions of the Funding Deed
         of Charge.

8.       NOTICES

         Any notices to be given pursuant to this Agreement or to any of the
         parties hereto shall be sufficiently served if sent by prepaid first
         class post or by facsimile transmission and shall be deemed to be given
         (in the case of facsimile transmission) when despatched, (where
         delivered by hand) on the day of delivery if delivered before 17.00
         hours on a Business Day or on the next Business Day if delivered
         thereafter or (in the case of first class post) when it would be
         received in the ordinary course of the post and shall be sent:

         (a)   in the case of Funding, to ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ Funding Limited c/o Abbey
               National plc, Abbey National House, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡'ג–�
               ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–� (facsimile number (ג–‡ג–‡) ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡) for
               the attention of the Company Secretary with a copy to Abbey House
               (AAM 126), ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–� ג–‡ג–‡ג–�
               (facsimile number (ג–‡ג–‡) ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–�) for the attention of
               Securitisation Team, Retail Credit Risk;

         (b)   in the case of the Issue 2007-1 Start-up Loan Provider, to Abbey
               National plc, Abbey National House, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡'ג–�
               ג–‡ג–‡ג–‡ג–‡ג–�, ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–� (facsimile number (ג–‡ג–‡) ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡) for
               the attention of the Company Secretary; and

         (c)   in the case of the Security Trustee, to JPMorgan Chase Bank,
               N.A., London Branch at ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–�, ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡,
               ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–� ג–‡ג–‡ג–� (facsimile number (ג–‡ג–‡) ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡) for the
               attention of the Manager, Trust Administration Services,

                                       4





               or to such other address or facsimile number as may from time to
               time be notified by any party to the other by written notice in
               accordance with the provisions of this Clause 8.

9. TAXES

9.1      All payments to be made by Funding to the Issue 2007-1 Start-up Loan
         Provider hereunder shall be made free and clear of and without
         withholding or deduction for or on account of Tax unless Funding is
         required by law to make such a payment subject to the deduction or
         withholding of Tax, in which case Funding shall promptly upon becoming
         aware thereof notify the Issue 2007-1 Start-up Loan Provider of such
         obligation, and shall make such payments subject to such deduction or
         withholding of Tax which it is required to make.

9.2      If Funding makes any payment hereunder in respect of which it is
         required to make any deduction or withholding, it shall pay the full
         amount required to be deducted or withheld to the relevant taxation or
         other authority within the time allowed for such payment under
         applicable law and shall deliver to the Issue 2007-1 Start-up Loan
         Provider, within thirty days after such payment falls due to the
         applicable authority, any original receipt (or a certified copy
         thereof) issued by such authority evidencing such payment.

10.      REMEDIES AND WAIVERS

         No failure by the Issue 2007-1 Start-up Loan Provider to exercise, nor
         any delay by the Issue 2007-1 Start-up Loan Provider in exercising, any
         right or remedy hereunder shall operate as a waiver thereof, nor shall
         any single or partial exercise of any right or remedy prevent any
         further or other exercise thereof or the exercise of any other right or
         remedy. The rights and remedies herein provided are cumulative and not
         exclusive of any rights or remedies provided by law.

11.      ASSIGNMENTS AND TRANSFER

11.1     Funding (other than in respect of any assignment by way of security
         pursuant to the Funding Deed of Charge) may not assign and/or transfer
         any of its rights and/or obligations under this Agreement.

11.2     If there is any change in the identity of the Security Trustee pursuant
         to the terms of the Funding Deed of Charge, the Issue 2007-1 Start-up
         Loan Provider and Funding shall execute such documents and take such
         actions as the new Security Trustee and the outgoing Security Trustee
         (as the case may be) may reasonably require for the purpose of vesting
         in the new Security Trustee the rights and obligations of the outgoing
         Security Trustee and releasing the outgoing Security Trustee (as the
         case may be) from its future obligations under this Agreement.

12.      SECURITY TRUSTEE AS A PARTY

         The Security Trustee has agreed to become a party to this Agreement for
         the better preservation and enforcement of its rights under this
         Agreement and the Security Trustee shall assume no obligations or
         liabilities whatsoever to the Issue 2007-1 Start-up Loan Provider or to
         Funding.

13.      NO PARTNERSHIP

         Nothing in this Agreement (or in any of the arrangements contemplated
         hereby) shall, or shall be deemed to, constitute a partnership amongst
         the parties hereto.

                                       5





14.      VARIATION

         No variation of this Agreement shall be effective unless it is in
         writing and signed by or on behalf of each of the parties hereto.

15.      INVALIDITY OF ANY PROVISION

         If any of the provisions of this Agreement becomes invalid, illegal or
         unenforceable in any respect under any law, the validity, legality and
         enforceability of the remaining provisions shall not in any way be
         affected or impaired thereby.

16.      EXCLUSION OF THIRD PARTY RIGHTS

         The parties to this Agreement do not intend that any term of this
         Agreement should be enforced, by virtue of the Contracts (Rights of
         Third Parties) ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡, by any person who is not a party to this
         Agreement.

17.      COUNTERPARTS

17.1     This Agreement may be executed in any number of counterparts, and by
         the parties on separate counterparts, but shall not be effective until
         each party has executed at least one counterpart.

17.2     Each counterpart shall constitute an original of this Agreement, but
         all the counterparts shall together constitute but one and the same
         instrument.

18.      GOVERNING LAW

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

19.      SUBMISSION TO JURISDICTION

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

IN WITNESS WHEREOF the parties hereto have executed this Agreement the day and
year first before written.

                                       6




                                   SIGNATORIES


SIGNED for and on behalf of                 )
ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ FUNDING LIMITED                      )   /s/ ג–‡ג–‡ג–‡ג–‡ ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡


SIGNED for and on behalf of                 )
ABBEY NATIONAL PLC                          )   /s/ ג–‡ג–‡ג–‡ג–‡ג–� ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡ג–‡


SIGNED for and on behalf of                 )
JPMORGAN CHASE BANK, N.A.,                  )   /s/ ג–‡ג–‡ג–‡ג–‡ DANHAIVE
LONDON BRANCH                               )


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CONFORMED COPY ISSUE 2007-1 START-UP LOAN AGREEMENT DATED 28 MARCH 2007

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