MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT

                                                                
                                                                     Exhibit 4.7

                                                                  EXECUTION COPY

              MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT

                                17 OCTOBER 2006

                          PERMANENT MASTER ISSUER PLC
                              (as Master Issuer)

                         CITIBANK, N.A., LONDON BRANCH
                          (as Principal Paying Agent)

                         CITIBANK, N.A., LONDON BRANCH
                                (as Agent Bank)

                        CITIBANK, N.A., NEW YORK BRANCH
                             (as US Paying Agent)

                         CITIBANK, N.A., LONDON BRANCH
                                (as Registrar)

                         CITIBANK, N.A., LONDON BRANCH
                              (as Transfer Agent)

                             THE BANK OF NEW YORK
                               (as Note Trustee)

                                      and

                             THE BANK OF NEW YORK
                      (as Master Issuer Security Trustee)

       IN RESPECT OF THE MASTER ISSUER'S MORTGAGE BACKED NOTE PROGRAMME

                                 ALLEN & OVERY
                               ALLEN & OVERY LLP

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                                   CONTENTS

CLAUSE                                                                     PAGE

1.     Definitions and Interpretation.........................................1
2.     Appointment of the Agents..............................................2
3.     The Notes..............................................................2
4.     Delivery of Definitive Notes; Transfers and Exchanges of Global Notes..4
5.     Replacement Notes......................................................5
6.     Payments to the Principal Paying Agent.................................6
7.     Payments to Noteholders................................................8
8.     Miscellaneous Duties of the Principal Paying Agent, the Registrar
       and Transfer Agent....................................................10
9.     Agents to Act for Note Trustee and Master Issuer Security Trustee.....14
10.    Fees and Expenses.....................................................15
11.    Terms of Appointment..................................................16
12.    Termination of Appointment............................................18
13.    Assignment............................................................21
14.    Time..................................................................22
15.    Notices and Demands...................................................22
16.    Master Issuer Security Trustee as a party.............................23
17.    Miscellaneous.........................................................23
18.    Exclusion of Third Party Rights.......................................23
19.    Governing Law.........................................................23
20.    Exclusion of Liability................................................25

SCHEDULE

1.    Specified Offices of the Agents........................................26
2.    Regulations Concerning the Transfer, Exchange and Registration
      of the Registered Definitive Notes.....................................27

Signatories..................................................................29

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THIS MASTER ISSUER PAYING AGENT AND AGENT BANK AGREEMENT is made on 17 October
2006

BETWEEN:

(1)    PERMANENT MASTER ISSUER PLC (registered number 5922774, a public limited
       company incorporated under the laws of England and Wales whose
       registered office is 35 Great St. Helen's, London EC3A 6AP (the MASTER
       ISSUER);

(2)    CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
       Centre, Canada Square, Canary Wharf, London E14 5LB (acting in its
       capacity as the PRINCIPAL PAYING AGENT);

(3)    CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
       Centre, Canada Square, Canary Wharf, London E14 5LB (acting in its
       capacity as AGENT BANK);

(4)    CITIBANK, N.A., NEW YORK BRANCH, acting through its office at 14th
       Floor, 388 Greenwich Street, New York, New York 10013 (acting in its
       capacity as the US PAYING AGENT);

(5)    CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
       Centre, Canada Square, Canary Wharf, London E14 5LB (acting in its
       capacity as the REGISTRAR);

(6)    CITIBANK, N.A., LONDON BRANCH, acting through its office at Citigroup
       Centre, Canada Square, Canary Wharf, London E14 5LB (acting in its
       capacity as the TRANSFER AGENT);

(7)    THE BANK OF NEW YORK, a New York banking corporation whose London branch
       address is at 48th Floor, One Canada Square, London E14 5AL (acting in
       its capacity as NOTE TRUSTEE); and

(8)    THE BANK OF NEW YORK, a New York banking corporation whose London branch
       address is at 48th Floor, One Canada Square, London E14 5AL (acting in
       its capacity as MASTER ISSUER SECURITY TRUSTEE).

WHEREAS:

(A)    The Master Issuer has resolved to establish the Programme pursuant to
       which it may, from time to time, issue Notes constituted by the Master
       Issuer Trust Deed and secured by the Master Issuer Deed of Charge.

(B)    The Agents are willing to provide agency services to the Master Issuer,
       the Note Trustee and the Master Issuer Security Trustee on the terms and
       subject to the conditions contained in this Agreement.

IT IS AGREED as follows:

1.     DEFINITIONS AND INTERPRETATION

The amended and restated master definitions and construction schedule signed
by, amongst others, the parties to this Agreement and dated 17 October 2006 (as
the same may be amended, varied or supplemented from time to time with the
consent of the parties thereto) (the MASTER DEFINITIONS AND CONSTRUCTION
SCHEDULE) and the master definitions and construction schedule, signed for the
purposes of identification by Allen & Overy LLP and Sidley Austin LLP on 17
October 2006 (as the same may be amended, varied or supplemented from time to
time) (the MASTER ISSUER MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are
expressly and specifically incorporated into this Agreement and, accordingly,
the expressions defined in the Master Definitions and Construction Schedule and
the Master Issuer Master Definitions and Construction

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Schedule 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 the Master Definitions and
Construction Schedule and the Master Issuer Master Definitions and Construction
Schedule.

2.     APPOINTMENT OF THE AGENTS

2.1    APPOINTMENT

(a)    Upon and subject to the terms of this Agreement, the Master Issuer and,
       for the purposes of Clause 9 only, the Note Trustee and the Master
       Issuer Security Trustee, hereby appoints to carry out each of its
       respective obligations on a several but not joint basis:

       (i)     the Principal Paying Agent as principal paying agent in respect
               of the Notes;

       (ii)    the US Paying Agent as paying agent in the United States in
               respect of the Notes;

       (iii)   the Agent Bank as agent bank for the purpose of determining
               interest payable in respect of the Notes;

       (iv)    the Registrar as registrar for the purpose of recording the
               holders of the Notes; and

       (v)     the Transfer Agent as transfer agent in respect of the Notes.

(b)    The Master Issuer appoints the Agent Bank acting through its Specified
       Office as its agent in relation to the Notes for the purposes specified
       in this Agreement and in the Conditions.

2.2    ACCEPTANCE OF APPOINTMENT BY PAYING AGENTS, REGISTRAR AND TRANSFER AGENT

       The Agents accept their respective appointments as agent of the Master
       Issuer and, for the purpose of Clause 9 only, as agent of the Note
       Trustee in relation to the Notes and shall comply with the provisions of
       this Agreement.

2.3    ACCEPTANCE OF APPOINTMENT BY AGENT BANK

       The Agent Bank accepts its appointment as agent of the Master Issuer for
       the purpose, inter alia, of calculating the rate of interest on the
       Notes in accordance with this Agreement and the Conditions.

3.     THE NOTES

3.1    REG S GLOBAL NOTES AND US GLOBAL NOTES

       The Reg S Global Notes and the US Global Notes shall be in substantially
       the form set out in Schedule 1 to the Master Issuer Trust Deed and
       shall, in each case, be executed manually or in facsimile by an
       Authorised Signatory of the Master Issuer and authenticated manually by
       or on behalf of the Registrar on the relevant Closing Date.

3.2    DEFINITIVE NOTES

(a)    Each Definitive Note shall:

       (i)     be in substantially the form set out in Schedule 2 to the Master
               Issuer Trust Deed;

       (ii)    be printed, lithographed or typewritten in accordance with all
               applicable legal and stock exchange requirements;

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       (iii)   bear a unique certificate number; and

       (iv)    be executed manually or in facsimile by an Authorised Signatory
               of the Master Issuer and authenticated manually by or on behalf
               of the Registrar.

(b)    If the Master Issuer is required to deliver Definitive Notes pursuant to
       the terms of the relevant Global Note and the Master Issuer Trust Deed,
       the Master Issuer shall arrange for Definitive Notes in an aggregate
       principal amount equal to the Principal Amount Outstanding of the
       relevant Global Note to be made available to or to the order of the
       Registrar by the date falling 30 days after the occurrence of the
       relevant event as set out in clause 3 of the Master Issuer Trust Deed.
       Any Definitive Notes will be in registered form and, in each case, in an
       Authorised Denomination. The Master Issuer shall also arrange, on
       written request by the Registrar, for such Definitive Notes as are
       required to enable the Registrar to perform its obligations under Clause
       5 to be made available to or to the order of the Registrar from time to
       time.

3.3    FACSIMILE SIGNATURES

       The Master Issuer may use for the purposes of executing any Global Notes
       or Definitive Notes, the facsimile signature of any person who at the
       date of this Agreement was duly authorised to sign the same on behalf of
       the Master Issuer, even if at the time of issue of such Global Note or
       Definitive Note, such person no longer holds (for whatever reason
       including death) the relevant office and any Global Notes or Definitive
       Notes so executed and authenticated will be valid and binding
       obligations of the Master Issuer. No Global Note or Definitive Note
       shall be valid for any purpose until it has been authenticated by the
       Registrar, as the case may be, in accordance with this Agreement and the
       Trust Deed.

3.4    AVAILABILITY

       The Master Issuer shall, on or prior to each Closing Date, deliver the
       unauthenticated Global Note of each Series and Class being issued on
       such Closing Date to or to the order of the Registrar for authentication
       in accordance with Clauses 3.1 and 3.9. The Registrar shall, on or about
       the relevant Closing Date, authenticate and deliver each such Global
       Note:

      (a)    in the case of Reg S Global Notes that are settled through
             Euroclear and Clearstream, Luxembourg, to the Common Depositary of
             Euroclear and Clearstream, Luxembourg against receipt from the
             Common Depositary of confirmation that the Common Depositary or
             its nominee is holding the relevant Reg S Global Note in safe
             custody for the account of Euroclear and Clearstream, Luxembourg;
             and

       (b)   in the case of US Global Notes, to Citibank, N.A. as custodian for
             DTC; and

       (c)   in the case of Reg S Global Notes that are settled through a
             clearing system other than Euroclear or Clearstream Luxembourg, to
             the common depositary of such clearing system or its nominee.

       The Registrar shall hold in safe custody any unauthenticated Global
       Notes delivered to it in accordance with this Clause 3.4 and shall
       ensure that they are authenticated and delivered only in accordance with
       this Agreement and the Master Issuer Trust Deed.

3.5    CALCULATION OF INTEREST

       The Agent Bank shall perform such duties at its Specified Office as are
       set forth in this Agreement and in the Conditions and in the applicable
       Final Terms and such other duties as are reasonably incidental thereto
       at the request of the Master Issuer or the Note Trustee. On each
       Interest

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       Determination Date the Agent Bank shall determine the rate of interest
       on each Series and Class of Notes and the corresponding Interest Amount
       applicable to the next Interest Period in accordance with the Conditions
       and shall carry out all other relevant calculations under the
       Conditions. Further, the Agent Bank shall notify promptly by facsimile
       transmission, and in any event not later than the fourth Business Day
       following each such Interest Determination Date, the Master Issuer, the
       Note Trustee, the Principal Paying Agent, the Master Issuer Cash Manager
       and the London Stock Exchange (or such other stock exchange, competent
       listing authority and/or quotation system on or by which the Notes of
       the relevant Series and Classes are then listed, quoted and/or traded)
       of the rate of interest so determined, the Interest Amount payable in
       respect of interest for such Interest Period (as notified to it by the
       Master Issuer Cash Manager no later than 11:00 a.m. (London time) on the
       last day of each Interest Period) and the Interest Payment Date in
       respect of such Interest Period specifying to the Master Issuer, the
       Master Issuer Cash Manager and the Note Trustee the rates upon which the
       same are based and (where relevant) the names of the banks quoting such
       rates provided that the Agent Bank shall make such determination and
       calculation in relation to each Series and Class of Notes on the basis
       of Condition 4 of the Notes.

3.6    PUBLICATION OF RATE OF INTEREST

       In respect of each Series and Class of Notes listed on a Stock Exchange,
       it shall be the responsibility of the Agent Bank to notify to the
       relevant Stock Exchange and to the relevant Series and Class of
       Noteholders such rate of interest, the Interest Amounts for each
       Interest Period and the immediately succeeding Interest Payment Date
       described in Clause 3.5 and to publish such rate and Interest Amounts in
       accordance with Conditions 4 and 14.

3.7    LISTING

       Each Series and Class of the Notes, on issue, is expected to be listed
       on the official list of the United Kingdom Listing Authority and to be
       admitted to trading on the London Stock Exchange's Gilt Edged and Fixed
       Interest Market. The Master Issuer will advise the Agent Bank and the
       Note Trustee in writing if such listing and/or admission to trading is
       or are withdrawn or if any Notes become listed, quoted and/or traded on
       or by any other stock exchange, competent listing authority and/or
       quotation system.

3.8    SAFE CUSTODY

       The Registrar shall procure the holding in safe custody of all
       unauthenticated Definitive Notes delivered to it in accordance with
       Clause 3.2(b) and shall ensure that such Definitive Notes are
       authenticated and delivered only in accordance with the terms hereof and
       of the Conditions.

3.9    AUTHENTICATION

       The Registrar or its designated agent is authorised and instructed by
       the Master Issuer to authenticate Global Notes or Definitive Notes in
       respect of each Series and Class of Notes as may be required to be
       authenticated under the relevant Final Terms by the original signature
       of any of its officers or any other person duly authorised for the
       purpose by the Registrar.

4.     DELIVERY OF DEFINITIVE NOTES; TRANSFERS AND EXCHANGES OF GLOBAL NOTES

4.1    DELIVERY OF DEFINITIVE NOTES

       On or after the date for the exchange of any Global Note for Definitive
       Notes in accordance with the Conditions, the Registrar shall, against
       surrender of such Global Note, authenticate and deliver, or cause to be
       authenticated and delivered on its behalf, Definitive Notes in
       accordance with the

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       Conditions and Clause 5 of the Master Issuer Trust Deed provided that in
       no circumstances shall the aggregate principal amount of such Definitive
       Notes exceed the aggregate principal amount of the relevant Global Note.

4.2    ANNOTATION OF GLOBAL NOTES

       On each occasion on which Definitive Notes are so delivered, the amount
       of the relevant Global Note shall be reduced by the amount of the
       Definitive Notes so delivered and the Registrar shall procure that there
       is noted in the schedule to the relevant Global Note the amount of
       Definitive Notes so delivered (the PRINCIPAL AMOUNT) and the remaining
       Principal Amount Outstanding of the relevant Global Note and shall
       procure the signature of such notation on its behalf.

5.     REPLACEMENT NOTES

5.1    DELIVERY OF REPLACEMENTS

       The Registrar shall, upon and in accordance with the instructions of the
       Master Issuer (which instructions may, without limitation, include such
       terms as to the payment of expenses and as to evidence, security and
       indemnity as the Master Issuer may reasonably require) and in the
       absence of notice to the Principal Paying Agent, the Registrar or the
       Note Trustee that such Note has been acquired by a bona fide purchaser,
       authenticate and deliver a Global Note or Definitive Note as a
       replacement for any such Global Note or Definitive Note (of the same
       form) which has been mutilated or defaced or which is alleged to have
       been destroyed, stolen or lost provided that, however, the Registrar
       shall not deliver any such Global Note or Definitive Note as a
       replacement for any Global Note or Definitive Note (of the same form)
       which has been mutilated or defaced otherwise than against surrender of
       the same.

5.2    REPLACEMENTS TO BE NUMBERED

       Each replacement Global Note or Definitive Note delivered hereunder
       shall bear a unique serial number.

5.3    CANCELLATION AND DESTRUCTION

       The Registrar shall cancel and destroy each mutilated or defaced Global
       Note or Definitive Note surrendered to it and in respect of which a
       replacement has been delivered.

5.4    VERIFICATION

       The Registrar shall obtain verification, in the case of an allegedly
       lost, stolen or destroyed Global Note or Definitive Note in respect of
       which the serial number is known, that such Global Note or Definitive
       Note has not previously been redeemed or paid. The Registrar shall not
       issue any replacement Global Note or Definitive Note unless and until
       the Registrar and the Master Issuer agree that the applicant therefor
       has:

       (a)     paid such costs as may be incurred in connection therewith;

       (b)     furnished it with such evidence and indemnification as the
               Master Issuer and the Registrar may reasonably require; and

       (c)     in the case of any mutilated or defaced Global Note or
               Definitive Note, surrendered it to the Registrar.

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5.5    NOTIFICATION

       The Registrar shall notify the Master Issuer of the delivery by it in
       accordance herewith of any replacement Global Note or Definitive Note,
       specifying the serial number thereof and the serial number respectively
       (if and if known) of the Global Note or Definitive Note which it
       replaces and confirm (if such be the case) that the Global Note or
       Definitive Note which it replaces has been cancelled or destroyed and
       the Registrar shall, in addition, as promptly as is practicable, enter
       such details on the Register. Whenever any Global Note or Definitive
       Note for which a replacement Global Note or Definitive Note has been
       issued and of which the serial number is known is presented to any of
       the Paying Agents for payment, the relevant Paying Agent shall
       immediately send notice thereof to the Master Issuer, the Principal
       Paying Agent and the Registrar. No payment shall be made on such
       cancelled Global Note or Definitive Note.

6.     PAYMENTS TO THE PRINCIPAL PAYING AGENT

6.1    MASTER ISSUER TO PAY THE PRINCIPAL PAYING AGENT

       In order to provide for the payment of interest and principal in respect
       of a Series and Class of Notes as the same become due and payable in
       accordance with the Conditions and the Master Issuer Trust Deed, the
       Master Issuer shall pay to the Principal Paying Agent or otherwise cause
       the Principal Paying Agent to receive an amount which is equal to the
       amount of principal and interest then falling due in respect of such
       Series and Class of Notes on such date.

6.2    PAYMENT BY MASTER ISSUER

       The Master Issuer shall, not later than 11.00 a.m. (London time) on each
       Interest Payment Date, on which any payment of principal and interest in
       respect of any Series and Class of Notes becomes due, pay or cause to be
       paid to the Principal Paying Agent such amounts in the Specified
       Currency, in immediately available funds as may be required for the
       purpose of paying principal or interest under such Series and Class of
       Notes (after taking account of any cash then held by the Principal
       Paying Agent and available for that purpose) and such amounts shall be
       paid to the credit of suitably designated accounts at such bank or banks
       in London for payment to the Noteholders as shall be notified to the
       Master Issuer by the Principal Paying Agent in writing no later than two
       weeks before the first payment is due to be made to the Noteholders of
       such Series and Class. The Principal Paying Agent shall notify the
       Master Issuer and/or the Note Trustee in writing, within five Business
       Days of any change of those accounts, or any of them, and (i) upon the
       bankruptcy, insolvency, winding up or liquidation (other than the
       passing of any resolution by any Paying Agent in connection with any
       merger, conversion, consolidation, or transfer as contemplated by Clause
       12.11) of the Principal Paying Agent or (ii) upon default being made by
       any Paying Agent in the payment of any amounts in respect of principal
       or interest in accordance with this Agreement or (iii) failing payment
       within the designated periods of prescription specified in Condition 7,
       the Principal Paying Agent shall hold all payments on trust for
       repayment to the Master Issuer.

6.3    NOTIFICATION OF PAYMENT BY MASTER ISSUER

       The Master Issuer, or the Master Issuer Cash Manager on its behalf,
       shall confirm by facsimile to the Principal Paying Agent by 2.00pm
       (London time) two Business Days prior to each date on which any payment
       is due to be made under Clause 6.2 that it will transfer the relevant
       sum due on that date to the account of the Principal Paying Agent.

6.4    CONFIRMATION BY THE MASTER ISSUER

(a)    Not later than two Business Days before making any payment pursuant to
       Clause 6.2 in respect of any class of the Notes, the Master Issuer shall
       notify, or procure the notification to, the Principal

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       Paying Agent and the Note Trustee of the amount of interest or principal
       (as the case may be) payable in respect of each Series and Class of
       Notes on the date in question and the apportionment of such amount as
       between principal and interest.

(b)    Whilst the Notes of any Series and Class continue to be represented by
       Global Notes, the Principal Paying Agent shall pay or cause to be paid
       all payments of principal or interest (as the case may be) due in
       respect of such Notes to, or to the order of:

       (i)     in the case of Reg S Global Notes, the Common Depositary of
               Euroclear and Clearstream, Luxembourg or such other clearing
               systems as agreed between the Master Issuer, Note Trustee and
               the Principal Paying Agent; and

       (ii)    in the case of US Global Notes, Cede & Co. as nominee of DTC,

       and shall give notice of all such payments to the Registrar.

       All such payments will be distributed without deduction or withholding
       for any taxes, duties, assessments or other governmental charges of
       whatever nature except as may be required by law. If any such deduction
       or withholding is required to be made, then neither the Master Issuer
       nor any other person will be obliged to pay any additional amounts in
       respect thereof.

6.5    EXCLUSION OF LIENS AND INTEREST

       The Principal Paying Agent shall:

       (a)     not exercise any lien, right of set-off or similar claim in
               respect of monies received by the Principal Paying Agent in
               connection with its activities hereunder;

       (b)     not be liable to any person for interest thereon; and

       (c)     not be obliged to hold any funds received by it hereunder in a
               segregated account or accounts.

6.6    APPLICATION BY PRINCIPAL PAYING AGENT

       The Principal Paying Agent shall apply (or direct or cause application
       of) each amount paid to it hereunder in accordance with Clause 7 in
       respect of the Global Notes and Definitive Notes (if any) and shall not
       be obliged to repay any such amount other than as provided herein or
       unless the claim for the relevant payment becomes void under the
       Conditions in which event it shall repay to the Master Issuer such
       portion of such amount as relates to such payment, together with the
       fees applicable thereto (pro rata as to the amount and time) to the
       extent already paid pursuant to Clause 10, by paying the same by credit
       transfer in the Specified Currency, to such account with such bank as
       the Master Issuer has by notice to the Principal Paying Agent specified
       for the purpose.

6.7    FAILURE TO RECEIVE PAYMENT

       The Principal Paying Agent shall as soon as is reasonably practicable
       notify the Note Trustee, the Agent Bank, the other Paying Agents and the
       Master Issuer by facsimile if it has not by the due date of payment to
       it specified in Clause 6.2 (Payment by Master Issuer) received
       unconditionally the full amount required for any payment.

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7.     PAYMENTS TO NOTEHOLDERS

7.1    PAYMENTS IN RESPECT OF GLOBAL NOTES

       Each Paying Agent acting through its Specified Office shall make
       payments of interest and principal in respect of the Global Notes in
       accordance with the Conditions and the Master Issuer Trust Deed
       provided, however, that:

       (a)     if any Global Note is presented or surrendered for payment to a
               Paying Agent and such Paying Agent has delivered a replacement
               therefor or has been notified that the same has been replaced,
               such Paying Agent shall as soon as is reasonably practicable
               notify the Master Issuer in writing of such presentation or
               surrender and shall not make payment against the same until it
               is so instructed by the Master Issuer and has received the
               amount to be so paid;

       (b)     each Paying Agent shall cancel each Definitive Note against
               surrender of which it has made full payment and shall, in the
               case of a Paying Agent other than the Principal Paying Agent,
               deliver each Definitive Note so cancelled by it to the
               Registrar;

       (c)     in the case of payment of interest or principal against
               presentation of a Global Note, the Registrar shall note or
               procure that there is noted on the relevant schedule to such
               Global Note, the amount of such payment and, in the case of
               payment of principal, the remaining Principal Amount Outstanding
               of a Global Note and shall procure the signature of such
               notation on its behalf; and

       (d)     a Paying Agent shall not be obliged (but shall be entitled) to
               make payments of principal or interest if:

               (i)     in the case of the Principal Paying Agent, it has not
                       received the full amount of any payment due to it under
                       Clause 6.1; or

               (ii)    in the case of any other Paying Agent, it is not able to
                       establish that the Principal Paying Agent has received
                       the full amount of any payment due to it under Clause 6.

7.2    PAYMENTS IN RESPECT OF DEFINITIVE NOTES

       The Registrar will, in the case of Definitive Notes, notify the
       Principal Paying Agent, not later than five days after each Record Date,
       whether any Noteholder has elected to receive payments by transfer to a
       bank account and, if so, the relevant details of such bank account. For
       those Noteholders who have chosen not to receive payments by transfer to
       a bank account, the Registrar will notify the Principal Paying Agent of
       the address of such Noteholder appearing in the Register to which
       cheques should be posted.

7.3    REGISTER

       The Principal Paying Agent shall make or shall procure payments of
       interest and principal in respect of the Definitive Notes in accordance
       with the Conditions and the Master Issuer Trust Deed by mailing a dollar
       cheque drawn on a bank in New York City, in the case of Dollar Notes, or
       a euro cheque drawn on a bank in London, in the case of Euro Notes, or a
       sterling cheque drawn on a bank in London, in the case of Sterling Notes
       or, in the case of the Notes denominated in any other Specified
       Currency, a cheque in the Specified Currency drawn on a bank in London
       or on a bank in the principal financial centre of the country of such
       Specified Currency to the address of the Noteholder appearing in the
       Register on the Record Date or, if the Noteholder has elected to do so,
       by transfer to a dollar, sterling, euro or other Specified Currency
       account, as the case may be.

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7.4    NO OBLIGATION TO PAY

       No payments in respect of any Definitive Notes will be made on the final
       date for redemption or, as the case may be, payment, or such earlier
       date as the relevant Definitive Notes may become repayable or, as the
       case may be, payable, in whole unless the Registrar or any Transfer
       Agent confirms to the Principal Paying Agent that such Definitive Note
       has been surrendered to it.

7.5    PARTIAL PAYMENT

(a)    The Principal Paying Agent shall not be obliged (but shall be entitled)
       to make payments of interest or principal in respect of a Global Note or
       a Definitive Note (as the case may be) if it has not received the full
       amount of any payment due to it under Clause 6.1. If at any time and for
       any reason the Principal Paying Agent makes a partial payment in respect
       of a Global Note, the Registrar shall, in respect of such Global Note,
       endorse thereon a statement indicating the amount and date of such
       payment and in respect of Definitive Notes, the Registrar shall annotate
       the Register with such details.

(b)    (i)     If the Master Issuer intends to redeem all (but not some only)
               of any Series and Class of Notes prior to their stated maturity
               date pursuant to and in accordance with the terms of Condition
               5.4, 5.5 or 5.6, it shall give not more than 60 nor less than 30
               days' written notice of such intention to the Note Trustee and
               the Noteholders in accordance with the relevant paragraphs of
               Condition 5 and stating the date on which such Series and Class
               of Notes are to be redeemed and shall give sufficient notice to
               the Principal Paying Agent to enable it to notify the
               Noteholders within such prescribed period.

       (ii)    The Principal Paying Agent shall in accordance with the
               Conditions on behalf of and at the expense of the Master Issuer
               publish the notices required in connection with such redemption.

(c)    In the case of a partial redemption of any Series and Class of Notes in
       accordance with Condition 5(B), the principal amount of such Series and
       Class of Notes being partially redeemed on an Interest Payment Date
       shall be redeemed on a pro rata basis in accordance with Condition 5.2.

7.6    EXCLUSION OF LIENS AND COMMISSIONS

       No Paying Agent shall exercise any lien, right of set-off or similar
       claim against any person to whom it makes any payment under Clause 7.1
       or Clause 7.2 in respect thereof, nor shall any commission or expense be
       charged by it to any such person in respect thereof.

7.7    REIMBURSEMENT BY PRINCIPAL PAYING AGENT

       If a Paying Agent other than the Principal Paying Agent makes any
       payment in accordance with Clause 7.1 or Clause 7.2:

       (a)     it shall notify the Principal Paying Agent of the amount so paid
               by it, the certificate or serial number of the Notes against
               presentation or surrender of which payment of principal or
               interest was made; and

       (b)     subject to, and to the extent of, compliance by the Master
               Issuer with Clause 6.1 (whether or not at the due time), the
               Principal Paying Agent shall pay to such Paying Agent out of the
               funds received by the Principal Paying Agent under Clause 6.1,
               by credit transfer in the Specified Currency, and in same day,
               freely transferable, cleared funds to such account with such
               bank in London as such Paying Agent has by notice to the
               Principal Paying Agent specified for the purpose, an amount
               equal to the amount so paid by such Paying Agent.

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7.8    APPROPRIATION BY PRINCIPAL PAYING AGENT

       If the Principal Paying Agent makes any payment in accordance with
       Clause 7.5(a), it shall be entitled to appropriate for its own account
       out of the funds received by it under Clause 6.1 an amount equal to the
       amount so paid by it.

7.9    REIMBURSEMENT BY MASTER ISSUER

       If any Paying Agent (which for the avoidance of doubt includes the
       Principal Paying Agent) makes a payment in respect of the Notes at a
       time which the Principal Paying Agent has not received the full amount
       of the relevant payment due to it under Clause 6.1 and the Principal
       Paying Agent is not able out of the funds received by it under Clause
       6.1 to reimburse such Paying Agent therefor (whether by payment under
       Clause 7.7 or appropriation under Clause 7.8), the Master Issuer shall
       from time to time on written demand pay to the Principal Paying Agent
       for account of such Paying Agent:

       (a)     the amount so paid out by such Paying Agent and not so
               reimbursed to it; and

       (b)     interest on such amount from the date on which such Paying Agent
               made such payment until the date of reimbursement of such amount
               with proof thereof of such amount,

       provided, however, that any payment under paragraph (a) above shall
       satisfy pro tanto the Master Issuer's obligations under Clause 6.1.

7.10   INTEREST

       Interest shall accrue for the purpose of Clause 7.9(b) (as well after as
       before judgment) on the basis of a year of 365 days and the actual
       number of days elapsed and at a rate per annum specified by the
       Principal Paying Agent as reflecting its actual cost of funds for the
       time being in relation to the unpaid amount.

8.     MISCELLANEOUS DUTIES OF THE PRINCIPAL PAYING AGENT, THE REGISTRAR AND
       TRANSFER AGENT

8.1    RECORDS

       The Registrar shall:

       (a)     maintain a full and complete record of all Global Notes and
               Definitive Notes and of their redemption, payment, exchange or
               cancellation (as the case may be) and of all replacement Global
               Notes and Definitive Notes issued in substitution for any lost,
               stolen, mutilated, defaced or destroyed Global Notes or
               Definitive Notes (as the case may be);

       (b)     make such records available for inspection at all reasonable
               times by the Master Issuer, the Paying Agents, the Transfer
               Agent and the Note Trustee; and

       (c)     make copies of the Master Issuer Trust Deed, the Master
               Definitions and Construction Schedule and the Master Issuer
               Master Definitions and Construction Schedule available for
               inspection at its specified office at all reasonable times.

8.2    INFORMATION FROM PAYING AGENT

       The Paying Agents (other than the Principal Paying Agent) shall make
       available to the Principal Paying Agent such information as is
       reasonably required for the maintenance of the records referred to in
       Clause 8.1.

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8.3    DEFINITIVE NOTES IN ISSUE

       As soon as practicable (or in any event within five Business Days) after
       a request therefor by the Master Issuer or the Note Trustee, the
       Registrar shall (on the basis of the information maintained in
       accordance with Clause 8) notify the Master Issuer or the Note Trustee
       (as the case may be) in writing of the number of any Definitive Notes
       against surrender of which payment has been made and of the number of
       any Definitive Notes which have not yet been surrendered for payment and
       the details of all the Notes redeemed and cancelled.

8.4    FORWARDIN