SUPPLEMENTAL MASTER ISSUER DEED OF CHARGE       EXHIBIT 4.4.1

                               22 NOVEMBER 2007

                          PERMANENT MASTER ISSUER PLC
                                (MASTER ISSUER)

                             THE BANK OF NEW YORK
                       (MASTER ISSUER SECURITY TRUSTEE)

                             THE BANK OF NEW YORK
                                (NOTE TRUSTEE)

                                CITIBANK, N.A.
        (THE PRINCIPAL PAYING AGENT, THE REGISTRAR, THE TRANSFER AGENT
                              AND THE AGENT BANK)

                                CITIBANK, N.A.
                            (THE U.S. PAYING AGENT)

                        DEUTSCHE BANK AG, LONDON BRANCH
                        (A MASTER ISSUER SWAP PROVIDER)

                          CREDIT SUISSE INTERNATIONAL
                        (A MASTER ISSUER SWAP PROVIDER)

                               BARCLAYS BANK PLC
                        (A MASTER ISSUER SWAP PROVIDER)

                             BANK OF SCOTLAND PLC
      (THE MASTER ISSUER CASH MANAGER AND THE MASTER ISSUER ACCOUNT BANK)

                     STRUCTURED FINANCE MANAGEMENT LIMITED
                (THE MASTER ISSUER CORPORATE SERVICES PROVIDER)

                         CITIBANK, N.A., LONDON BRANCH
                      (AS A MASTER ISSUER SWAP PROVIDER)

                         CREDIT SUISSE, LONDON BRANCH
                      (AS A MASTER ISSUER SWAP PROVIDER)

                                      AND

                        DEUTSCHE BANK AG, LONDON BRANCH
                      (AS A MASTER ISSUER SWAP PROVIDER)

<PAGE>

                                   CONTENTS
CLAUSE                                                                     PAGE

1.       Supplemental.........................................................2
2.       Interpretation.......................................................3
3.       Amendments to Master Issuer Deed of Charge...........................3
4.       Further Accession Deeds..............................................3
5.       Notices and Demands..................................................3
6.       Choice of Law........................................................3
7        Counterparts.........................................................4
8.       Third Party Rights...................................................4
9.       Submission to Jurisdiction...........................................4

Signatories...................................................................5

APPENDIX

1.       Amended and Restated Clauses 7.2 and 7.3 of the Original Master
         Issuer Deed of Charge...............................................10
2.       Schedule 3 - to the Original Master Issuer Deed of Charge Form
         of Accession Deed...................................................15

<PAGE>

THIS SUPPLEMENTAL MASTER ISSUER DEED OF CHARGE (this DEED) is made on 22
November 2007

BETWEEN:

(1)      PERMANENT MASTER ISSUER PLC, a company incorporated in England and
         Wales with limited liability (registered number 5922774), and having
         its registered office at 35 Great St Helen's, London EC3A 6AP (the
         MASTER ISSUER);

(2)      THE BANK OF NEW YORK, a New York banking corporation acting through
         its offices at 48th Floor, One Canada Square, London E14 5AL (acting
         in its capacity as the MASTER ISSUER SECURITY TRUSTEE, which
         expression includes such company and all other persons or companies
         for the time being acting as security trustee or security trustees
         under this Deed);

(3)      THE BANK OF NEW YORK, a national association acting through its
         offices at 48th Floor, One Canada Square, London E14 5AL (acting in
         its capacity as the NOTE TRUSTEE, which expression includes such
         company and all other persons or companies for the time being acting
         as trustee or trustees for the Noteholders under the Master Issuer
         Trust Deed);

(4)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the PRINCIPAL PAYING AGENT appointed by the Master
         Issuer under the Master Issuer Paying Agent and Agent Bank Agreement);

(5)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the REGISTRAR appointed by the Master Issuer under
         the Master Issuer Paying Agent and Agent Bank Agreement);

(6)      CITIBANK N.A., London Branch of Citigroup Centre, Canada Square,
         Canary Wharf, London E14 5LB (in its capacity as the TRANSFER AGENT
         appointed by the Master Issuer under the Master Issuer Paying Agent
         and Agent Bank Agreement to administer the transfer of Notes);

(7)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the AGENT BANK appointed by the Master Issuer under
         the Master Issuer Paying Agent and Agent Bank Agreement);

(8)      CITIBANK N.A., a national association acting through its offices at
         388 Greenwich Street, 14th Floor, New York, New York 10013 (acting in
         its capacity as the U.S. PAYING AGENT appointed by the Master Issuer
         under the Master Issuer Paying Agent and Agent Bank Agreement );

(9)      DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
         am Main, Germany, operating in the United Kingdom under branch
         registration number BR000005, acting through its London branch at
         Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2006-1 Notes);

(10)     CREDIT SUISSE INTERNATIONAL, a private unlimited company incorporated
         in England and Wales (registered number 2500199), and acting through
         its office at One Cabot Square, London E14 4QJ (acting in its capacity
         as a MASTER ISSUER SWAP PROVIDER in respect of the 2006-1 Notes);

(11)     BARCLAYS BANK PLC, a public limited company incorporated in England
         and Wales with limited liability (registered number 1026167), and
         acting through its office at 5 The North Colonnade, London, E14 4BB
         (acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
         the 2006-1 Notes);

                                       1

<PAGE>

(12)     BANK OF SCOTLAND PLC (registered number SC327000) (formerly The
         Governor and Company of the Bank of Scotland), a public limited
         company incorporated under the laws of Scotland whose registered
         office is at The Mound, Edinburgh, EH1 1YZ (acting in its capacities
         as the MASTER ISSUER ACCOUNT BANK appointed by the Master Issuer under
         the Master Issuer Bank Account Agreement and the MASTER ISSUER CASH
         MANAGER appointed by the Master Issuer under the Master Issuer Cash
         Management Agreement);

(13)     STRUCTURED FINANCE MANAGEMENT LIMITED, a company incorporated in
         England and Wales, with limited liability (registered number 3853947),
         and having its registered office at 35 Great St. Helen's, London EC3A
         6AP (acting in its capacity as the MASTER ISSUER CORPORATE SERVICES
         PROVIDER appointed by the Master Issuer under the Master Issuer
         Corporate Services Agreement);

(14)     CITIBANK, N.A., LONDON BRANCH registered as an overseas company in
         England and Wales under BR001018 acting through its office at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2007-1 Series 3 Class A Notes);

(15)     CREDIT SUISSE, LONDON BRANCH a corporation domiciled in Zurich,
         Switzerland, operating in the United Kingdom under branch registration
         number BR000469, acting through its London branch at One Cabot Square,
         London E14 4QJ (acting in its capacity as a MASTER ISSUER SWAP
         PROVIDER in respect of the 2007-1 Notes denominated in US Dollars
         (other than the 2007-1 Series 4 Class A Notes)); and

(16)     DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
         am Main, Germany, operating in the United Kingdom under branch
         registration number BR000005, acting through its London branch at
         Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2007-1 Series 4 Class A Notes).

WHEREAS:

(A)      This Deed is supplemental to the Master Issuer Deed of Charge made
         between, amongst others, the parties hereto and dated 17 October 2006
         (herein after referred to as the ORIGINAL MASTER ISSUER DEED OF
         CHARGE).

(B)      On the Reorganisation Date, pursuant to the HBOS Group Reorganisation
         Act 2006, The Governor and Company of the Bank of Scotland was
         registered as a public company under the Companies Act 1985 and
         changed its name to Bank of Scotland plc and the business and all
         property and liabilities of Halifax (including its rights and
         obligations under the Master Issuer Transaction Documents to which it
         is expressed to be a party) were transferred to Bank of Scotland.

(C)      The parties to this Deed have agreed to enter into this Deed to, among
         other things, permit the agreed changes to the Master Issuer Deed of
         Charge and any other amendment as may be required to give effect to
         this Deed.

NOW THIS DEED WITNESSES as follows:

1.       SUPPLEMENTAL

         This Deed is supplemental to the Original Master Issuer Deed of
         Charge. Save as expressly amended by this Deed, the Original Master
         Issuer Deed of Charge shall remain in full force and effect and the
         security created under the Original Master Issuer Deed of Charge and
         all of the other rights, powers, obligations and immunities comprised
         therein and arising pursuant thereto shall

                                       2

<PAGE>

         remain in full force and effect notwithstanding this Deed. The
         Original Master Issuer Deed of Charge and this Deed shall henceforth
         be read and construed as one document and references in the Original
         Master Issuer Deed of Charge to "this Deed" shall be read as
         references to the Original Master Issuer Deed of Charge as
         supplemented and amended by this Deed.

2.       INTERPRETATION

         The amended and restated master definitions and construction schedule
         signed by, amongst others, the parties to this Deed and dated 21
         November 2007 (as the same may be amended, varied or supplemented from
         time to time with the consent of the parties to this Deed) (the MASTER
         DEFINITIONS AND CONSTRUCTION SCHEDULE) and the amended and restated
         master issuer master definitions and construction schedule signed by,
         amongst others, the parties to this Deed and dated 21 November 2007
         (as the same may be amended, varied or supplemented from time to time
         with the consent of the parties to this Deed) (the MASTER ISSUER
         MASTER DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and
         specifically incorporated into this Deed and, accordingly, the
         expressions defined in the Master Definitions and Construction
         Schedule and the Master Issuer Master Definitions and Construction
         Schedule (as so amended, varied or supplemented from time to time)
         shall, except where the context otherwise requires and save where
         otherwise defined herein, have the meanings in this Deed, including
         the Recitals hereto, and this Deed shall be construed in accordance
         with the interpretation provisions set out in Clause 3 (Interpretation
         and Construction) of the Master Definitions and Construction Schedule
         and the Master Issuer Master Definitions and Construction Schedule.

3.       AMENDMENTS TO MASTER ISSUER DEED OF CHARGE

         (a)     The parties hereto agree to amend the Master Issuer Deed of
                 Charge by deleting Clauses 7.2 and 7.3 and replacing them in
                 their entirety with the clauses set out in Appendix 1.

         (b)     Schedule 3 of the Master Issuer Deed of Charge shall be
                 deleted and replaced in its entirety with the Schedule set out
                 in Appendix 2.

4.       FURTHER ACCESSION DEEDS

         Each of the Master Issuer Secured Creditors party hereto hereby
         authorises the Master Issuer Security Trustee to enter into any
         Accession Deed in (or substantially in) the form set out in Schedule 3
         to the Master Issuer Deed of Charge (and the Master Issuer shall
         forthwith notify the existing Master Issuer Secured Creditors of such
         accession) unless such Accession Deed provides for any consequential
         changes to the Master Issuer Priority of Payments (in which case such
         Master Issuer Secured Creditors shall be party to such Accession
         Deed).

5.       NOTICES AND DEMANDS

         Any notice or communication under or in connection with this Deed or
         the Master Issuer Deed of Charge shall be given in the manner and at
         the times set out in Clause 24 (Notices) of the Master Issuer Deed of
         Charge or at such other address as the recipient may have notified to
         the other parties hereto and/or thereto in writing.

6.       CHOICE OF LAW

         This Deed is governed by and shall be construed in accordance with
         English law.

                                       3

<PAGE>

7.       COUNTERPARTS

         This Deed may be signed (manually or by facsimile) and delivered in
         more than one counterpart all of which, taken together, shall
         constitute one and the same deed.

8.       THIRD PARTY RIGHTS

         This Deed does not create any right under the Contracts (Rights of
         Third Parties) Act 1999 which is enforceable by any person who is not
         a party to this Deed.

9.       SUBMISSION TO JURISDICTION

         Each party to this Deed hereby irrevocably submits to the exclusive
         jurisdiction of the English courts in any action or proceeding arising
         out of or relating to this Deed 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 Deed hereby irrevocably
         waives, to the fullest extent it may possibly do so, any defence or
         claim that the English courts are inconvenient forum for the
         maintenance or hearing of such action or proceeding. Citibank, N.A.
         irrevocably appoints its London branch, located at Citigroup Centre,
         Canada Square, Canary Wharf, London E14 5LB, as its agent for service
         of process. Credit Suisse irrevocably appoints its London branch,
         located at One Cabot Square, London E14 4QJ, as its agent for service
         of process. Deutsche Bank AG irrevocably appoints its London branch,
         located at Winchester House, 1 Great Winchester Street, London EC2N
         2DB, as its agent for service of process.

DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or on its
behalf on the date appearing on page 1.

                                       4

<PAGE>

                                  SIGNATORIES

MASTER ISSUER

EXECUTED as a DEED by                            )      /s/ CLAUDIA WALLACE
PERMANENT MASTER ISSUER                          )
PLC acting by two                                )      /s/ HELENA WHITAKER
directors                                        )

MASTER ISSUER SECURITY TRUSTEE

EXECUTED as a DEED by                            )
THE BANK OF NEW YORK                             )
acting by its authorised signatory               )      /s/ VINCENT GIRAUD


Witness: /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

THE NOTE TRUSTEE

EXECUTED as a DEED by                            )      /s/ VINCENT GIRAUD
THE BANK OF NEW YORK                             )
acting by its authorised signatory               )

Witness: /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

                                       5

<PAGE>

PRINCIPAL PAYING AGENT

EXECUTED as a DEED on behalf of                  )
CITIBANK N.A., a company incorporated in         )
the United States of America                     )

by                                               )      /s/ GEORGIA MITCHELL

being a person who, in accordance with the laws of that territory, is acting
under the authority of the company

Witness: /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

REGISTRAR

EXECUTED as a DEED on behalf of                  )
CITIBANK N.A., a company incorporated in         )
the United States of America                     )

by                                               )      /s/ GEORGIA MITCHELL

being a person who, in accordance with the laws of that territory, is acting
under the authority of the company

Witness: /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

                                       6

<PAGE>

TRANSFER AGENT

EXECUTED as a DEED on behalf of                  )
CITIBANK N.A., a company incorporated in         )
the United States of America                     )

by                                               )      /s/ GEORGIA MITCHELL

being a person who, in accordance with the laws of that territory, is acting
under the authority of the company

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

AGENT BANK

EXECUTED as a DEED on behalf of                  )
CITIBANK N.A., a company incorporated in         )
the United States of America                     )

by                                               )      /s/ GEORGIA MITCHELL

being a person who, in accordance with the laws of that territory, is acting
under the authority of the company

Witness: /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                            )      /s/ MEGAN WALLIS
DEUTSCHE BANK AG,                                )
LONDON BRANCH                                    )      /s/ DAVID BUNTY
acting by its duly authorised signatory          )

                                       7

<PAGE>

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                            )      /s/ ULRIKE SCHEFE
CREDIT SUISSE INTERNATIONAL                      )
acting by its duly authorised attornies          )      /s/ PARMINDER BAINS


MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                            )      /s/ STEWART BROWN
BARCLAYS BANK PLC                                )
acting by its duly authorised attorney           )

Witness: /s/ VICTORIA SHARPE

Name:    BARCLAYS CAPITAL
Address: 5 THE NORTH COLONADE
         LONDON E14 4BB

MASTER ISSUER CASH MANAGER AND MASTER ISSUER ACCOUNT BANK

EXECUTED as a DEED by                            )      /s/ IAN STEWART
BANK OF SCOTLAND PLC                             )      /s/ DAVID WILKINSON
acting by its duly authorised attorney           )

Witness : /s/ CHRIS WALL

Name:    ALLEN & OVERY LLP
Address: LONDON
         E14 5DU

                                       8

<PAGE>

MASTER ISSUER CORPORATE SERVICES PROVIDER
EXECUTED as a DEED by                            )
STRUTURED FINANCE MANAGEMENT                     )
LIMITED                                          )      /s/ CLAUDIA WALLACE
acting by two directors                          )      /s/ HELENA WHITTAKER

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                            )
CITIBANK N.A., LONDON BRANCH                     )
acting by its attorney                           )      /s/ STEPHANE CARRIER
                                                 )

Witness: /s/ KOSTAS VASSILADIS

Name:

Address: CITIGROUP CENTRE
         CANADA SQUARE
         CANARY WHARF
         LONDON E14 5LB

MASTER ISSUER SWAP PROVIDER
EXECUTED as a DEED by                            )      /s/ ULRIKE SCHEFE
CREDIT SUISSE, LONDON BRANCH                     )
acting by its authorised signatories             )      /s/ PARMINDER BAINS






                                       9

<PAGE>

                                  APPENDIX 1

         AMENDED AND RESTATED CLAUSES 7.2 AND 7.3 OF THE ORIGINAL MASTER ISSUER
         DEED OF CHARGE

7.2      PRIORITY OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS - AFTER NOTE
         ACCELERATION BUT BEFORE INTERCOMPANY LOAN ACCELERATION

         Following the service of a Note Acceleration Notice but prior to the
         service of a Master Intercompany Loan Acceleration Notice on Funding
         2, the Master Issuer Security Trustee (or Receiver appointed on its
         behalf) will apply Master Issuer Principal Receipts on each Quarterly
         Interest Payment Date to repay the Notes and the Master Issuer
         Subordinated Loans in the following manner (the MASTER ISSUER
         POST-ENFORCEMENT PRINCIPAL PRIORITY OF PAYMENTS):

         (a)     the Class A Notes: from principal amounts received by the
                 Master Issuer from Funding 2 in respect of each AAA Loan
                 Tranche (and in respect of (ii) below, the principal amounts
                 received (if any) from the Master Issuer Swap Providers under
                 the relevant Master Issuer Swap Agreements in respect of the
                 related Series and Class of Notes):

                 (i)     to pay amounts due and payable (in respect of
                         principal) on such Interest Payment Date to the
                         relevant Master Issuer Swap Providers in respect of
                         the related Series and Class of Class A Notes in
                         accordance with the terms of the relevant Master
                         Issuer Swap Agreements; and

                 (ii)    to pay amounts due and payable in respect of principal
                         (if any) on such Interest Payment Date on the related
                         Series and Class of Class A Notes;

         (b)     the Class B Notes: from principal amounts received by the
                 Master Issuer from Funding 2 in respect of each AA Loan
                 Tranche (and in respect of (ii) below, the principal amounts
                 received (if any) from the Master Issuer Swap Providers under
                 the relevant Master Issuer Swap Agreements in respect of the
                 related Series and Class of Notes):

                 (i)     to pay amounts due and payable (in respect of
                         principal) on such Interest Payment Date to the
                         relevant Master Issuer Swap Providers in respect of
                         the related Series and Class of Class B notes in
                         accordance with the terms of the relevant Master
                         Issuer Swap Agreements; and

                  (ii)   to pay amounts due and payable in respect of principal
                         (if any) on such Interest Payment Date on the related
                         Series and Class of Class B Notes;

         (c)     the Class M Notes: from principal amounts received by the
                 Master Issuer from Funding 2 in respect of each A Loan Tranche
                 (and in respect of (ii) below, the principal amounts received
                 (if any) from the Master Issuer Swap Providers under the
                 relevant Master Issuer Swap Agreements in respect of the
                 related Series and Class of Notes):

                 (i)     to pay amounts due and payable (in respect of
                         principal) on such Interest Payment Date to the
                         relevant Master Issuer Swap Providers in respect of
                         the related Series and Class of Class M Notes in
                         accordance with the terms of the relevant Master
                         Issuer Swap Agreements; and

                  (ii)   to pay amounts due and payable in respect of principal
                         (if any) on such Interest Payment Date on the related
                         Series and Class of Class M Notes;

                                      10

<PAGE>

         (d)     the Class C Notes: from principal amounts received by the
                 Master Issuer from Funding 2 in respect of each BBB Loan
                 Tranche (and in respect of (ii) below, the principal amounts
                 received (if any) from the Master Issuer Swap Providers under
                 the relevant Master Issuer Swap Agreements in respect of the
                 related Series and Class of Notes):

                  (i)    to pay amounts due and payable (in respect of
                         principal) on such Interest Payment Date to the
                         relevant Master Issuer Swap Providers in respect of
                         the related Series and Class of Class C Notes in
                         accordance with the terms of the relevant Master
                         Issuer Swap Agreements; and

                  (ii)   to pay amounts due and payable in respect of principal
                         (if any) on such Interest Payment Date on the related
                         Series and Class of Class C Notes;

         (e)     the Class D Notes: from principal amounts received by the
                 Master Issuer from Funding 2 in respect of each BB Loan
                 Tranche (and in respect of (ii) below, the principal amounts
                 received (if any) from the Master Issuer Swap Providers under
                 the relevant Master Issuer Swap Agreements in respect of the
                 related Series and Class of Notes):

                  (i)    to pay amounts due and payable (in respect of
                         principal) on such Interest Payment Date to the
                         relevant Master Issuer Swap Providers in respect of
                         the related Series and Class of Class D Notes in
                         accordance with the terms of the relevant Master
                         Issuer Swap Agreements; and

                  (ii)   to pay amounts due and payable in respect of principal
                         (if any) on such Interest Payment Date on the related
                         Series and Class of Class D Notes; and

         (f)      the Master Issuer Subordinated Loans: from principal amounts
                  received by the Master Issuer from Funding 2 in respect of
                  each Subordinated Loan Tranche to pay amounts due and payable
                  in respect of principal (if any) on such Interest Payment
                  Date on the related Master Issuer Subordinated Loan.

         The amounts standing to the credit of any sub-ledger of the Master
         Issuer Principal Ledger (in respect of a Series and Class of Notes or,
         as applicable, Master Issuer Subordinated Loan) may only be applied by
         the Master Issuer Security Trustee to pay the principal amounts due
         (if any) in respect of such Series and Class of Notes or, as
         applicable, Master Issuer Subordinated Loan under the Master Issuer
         Post-Enforcement Principal Priority of Payments.

7.3      PRIORITY OF PAYMENTS OF MASTER ISSUER PRINCIPAL RECEIPTS AND MASTER
         ISSUER REVENUE RECEIPTS - AFTER NOTE ACCELERATION AND INTERCOMPANY
         LOAN ACCELERATION

         (a)     Following the service of a Note Acceleration Notice on the
                 Master Issuer and the service of a Master Intercompany Loan
                 Acceleration Notice on Funding 2 all amounts received or
                 recovered by the Master Issuer Security Trustee (or a Receiver
                 appointed on its behalf) shall be applied in accordance with
                 the order of priorities set out in paragraph (b) below (known
                 as the MASTER ISSUER POST-ENFORCEMENT PRIORITY OF PAYMENTS).

         (b)     The Master Issuer Security Trustee will on each Quarterly
                 Interest Payment Date, apply amounts (other than amounts
                 representing (i) any Excess Swap Collateral which shall be
                 returned directly to the relevant Master Issuer Swap Provider;
                 (ii) in respect of each Master Issuer Swap Provider, prior to
                 the designation of an Early Termination Date under the
                 relevant Master Issuer Swap Agreement and the resulting
                 application of the collateral by way of netting or set-off, an
                 amount equal to the value of all collateral (other than Excess
                 Swap Collateral) provided by such Master Issuer Swap Provider
                 to the Master Issuer pursuant to the relevant Master Issuer
                 Swap Agreement (and any interest or distributions in respect
                 thereof) and (iii) amounts payable to any replacement swap

                                      11

<PAGE>

                 provider using any termination payment received by the Master
                 Issuer in respect of the corresponding Master Issuer Swap
                 Agreement or amounts payable to a Master Issuer Swap Provider
                 (other than pursuant to item (xiv) below) using any premium
                 recovered from any replacement swap provider, which will be
                 paid when due) received or recovered following enforcement of
                 the Master Issuer Charged Property as follows:

                 (i)     without priority among them, but in proportion to the
                         respective amounts due, to pay amounts due to:

                         (A)     the Master Issuer Security Trustee and any
                                 Receiver appointed by the Master Issuer
                                 Security Trustee together with interest and
                                 any amount in respect of VAT on those amounts
                                 and any amounts then due or to become due to
                                 the Master Issuer Security Trustee and the
                                 Receiver under the provisions of this Deed;

                         (B)     the Note Trustee together with interest and
                                 any amount in respect of VAT on those amounts
                                 and any amounts then due or to become due and
                                 payable to the Note Trustee under the
                                 provisions of the Master Issuer Trust Deed;
                                 and

                         (C)     the Agent Bank, the Paying Agents, the
                                 Registrar and the Transfer Agent together with
                                 interest and any amount in respect of VAT on
                                 those amounts and any costs, charges,
                                 liabilities and expenses then due or to become
                                 due and payable to them under the provisions
                                 of the Master Issuer Paying Agent and Agent
                                 Bank Agreement;

                 (ii)    without priority among them, but in proportion to the
                         respective amounts due, towards payment of amounts
                         (together with any amount in respect of VAT on those
                         amounts) due and payable to the Master Issuer Cash
                         Manager under the Master Issuer Cash Management
                         Agreement and to the Master Issuer Corporate Services
                         Provider under the Master Issuer Corporate Services
                         Agreement and to the Master Issuer Account Bank under
                         the Master Issuer Bank Account Agreement;

                 (iii)   subject to item (iv) below, without priority among
                         them but in proportion to the respective amounts due,
                         to pay amounts due to the Master Issuer Swap Providers
                         for each Series of Class A Notes (excluding any
                         termination payment);

                 (iv)    without priority among them, but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the applicable Series
                         of Class A Notes and to pay any swap termination
                         payment due to the Master Issuer Swap Provider for
                         each Series of Class A Notes (but excluding any Master
                         Issuer Swap Excluded Termination Amount) provided that
                         if the amounts available for distribution under this
                         item (iv) (on the assumption that no amounts are due
                         and payable under item (iii) and no amounts are
                         received from any Master Issuer Swap Provider) would
                         be insufficient to pay the sterling equivalent of the
                         amounts due and payable under this item (iv), the
                         shortfall will be divided amongst all such amounts on
                         a pro rata basis and the amount payable by the Master
                         Issuer to the Master Issuer Swap Provider in respect
                         of any Series of Class A Notes under item (iii) above
                         will be reduced by the amount of the shortfall
                         applicable to that Series of Class A Notes;

                 (v)     subject to item (vi) below, without priority among
                         them but in proportion to the respective amounts due,
                         to pay amounts due to the Master Issuer Swap Providers
                         for each Series of Class B Notes (excluding any
                         termination payment);

                  (vi)   without priority among them, but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the applicable Series
                         of Class B Notes and to pay any swap termination
                         payment due to the Master Issuer Swap Provider for
                         each Series of Class B Notes (but excluding any Master
                         Issuer Swap Excluded Termination Amount)

                                      12

<PAGE>

                         provided that if the amounts available for
                         distribution under this item (vi) (on the assumption
                         that no amounts are due and payable under item (v) and
                         no amounts are received from any Master Issuer Swap
                         Provider) would be insufficient to pay the sterling
                         equivalent of the amounts due and payable under this
                         item (vi), the shortfall will be divided amongst all
                         such amounts on a pro rata basis and the amount
                         payable by the Master Issuer to the Master Issuer Swap
                         Provider in respect of any Series of Class B Notes
                         under item (v) above will be reduced by the amount of
                         the shortfall applicable to that Series of Class B
                         Notes;

                 (vii)   subject to item (viii) below, without priority among
                         them but in proportion to the respective amounts due,
                         to pay amounts due to the Master Issuer Swap Providers
                         for each Series of Class M Notes (excluding any
                         termination payment);

                 (viii)  without priority among them but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the applicable Series
                         of Class M Notes and to pay any swap termination
                         payment due to the Master Issuer Swap Provider for
                         each Series of Class M Notes (but excluding any Master
                         Issuer Swap Excluded Termination Amount) provided that
                         if the amounts available for distribution under this
                         item (viii) (on the assumption that no amounts are due
                         and payable under item (vii) above and no amounts are
                         received from any Master Issuer Swap Provider) would
                         be insufficient to pay the sterling equivalent of the
                         amounts due and payable under this item (viii), the
                         shortfall will be divided amongst all such amounts on
                         a pro rata basis and the amount payable by the Master
                         Issuer to the Master Issuer Swap Provider in respect
                         of any Series of Class M Notes under item (vii) above
                         will be reduced by the amount of the shortfall
                         applicable to that Series of Class M Notes;

                 (ix)    subject to item (x) below, without priority among them
                         but in proportion to the respective amounts due, to
                         pay amounts due to the Master Issuer Swap Providers
                         for each Series of Class C Notes (excluding any
                         termination payment);

                 (x)     without priority among them but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the applicable Series
                         of Class C Notes and to pay any swap termination
                         payment due to the Master Issuer Swap Provider for
                         each Series of Class C Notes (but excluding any Master
                         Issuer Swap Excluded Termination Amount) provided that
                         if the amounts available for distribution under this
                         item (x) (on the assumption that no amounts are due
                         and payable under item (ix) and no amounts are
                         received from any Master Issuer Swap Provider) would
                         be insufficient to pay the sterling equivalent of the
                         amounts due and payable under this item (x), the
                         shortfall will be divided amongst all such amounts on
                         a pro rata basis and the amount payable by the Master
                         Issuer to the Master Issuer Swap Provider in respect
                         of any Series of Class C Notes under item (ix) above
                         will be reduced by the amount of the shortfall
                         applicable to that Series of Class C Notes;

                 (xi)    subject to item (xii) below, without priority among
                         them but in proportion to the respective amounts due,
                         to pay amounts due to the Master Issuer Swap Providers
                         for each Series of Class D Notes (excluding any
                         termination payment);

                 (xii)   without priority among them but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the applicable Series
                         of Class D Notes and to pay any swap termination
                         payment due to the Master Issuer Swap Provider for
                         each Series of Class D Notes (but excluding any Master
                         Issuer Swap Excluded Termination Amount) provided that
                         if the amounts available for distribution under this
                         item (xii) (on the assumption that no amounts are due
                         and payable under item (xi) and no amounts are
                         received from any Master Issuer Swap Provider) would
                         be insufficient to pay the sterling equivalent of the
                         amounts due and payable under this item (xii), the
                         shortfall will be divided amongst all such amounts on
                         a pro rata basis and the amount payable by the Master
                         Issuer to

                                      13

<PAGE>

                         the Master Issuer Swap Provider in respect of any
                         Series of Class D Notes under item (xi) above will be
                         reduced by the amount of the shortfall applicable to
                         that Series of Class D Notes;

                 (xiii)  without priority among them but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the Master Issuer
                         Subordinated Loans;

                 (xiv)   without priority among them but in proportion to the
                         respective amounts due, to pay any Master Issuer Swap
                         Excluded Termination Amount to the Master Issuer Swap
                         Providers;

                 (xv)    without priority among them but in proportion to the
                         respective amounts due, to pay interest due or overdue
                         on, and to repay principal of, the Master Issuer
                         Start-up Loans; and

                 (xvi)   the balance to the Master Issuer.

                 Notwithstanding the above, amounts standing to the credit of
                 any sub-ledger to the Master Issuer Revenue Ledger and/or the
                 Master Issuer Principal Ledger (in respect of a Series and
                 Class of Notes, any Master Issuer Subordinated Loan or, as
                 applicable, any Master Issuer Start-up Loan) may only be
                 applied by the Master Issuer Security Trustee to pay the
                 interest, principal and other amounts due in respect of such
                 Series and Class of Notes, such Master Issuer Subordinated
                 Loan or, as applicable, such Master Issuer Start-up Loan or
                 any shortfall in the amounts available to pay items (i) to
                 (ii) under the Master Issuer Post-Enforcement Priority of
                 Payments and may not be applied in payment of interest,
                 principal and other amounts due in respect of any other Series
                 and Class of Notes, any Master Issuer Subordinated Loan or any
                 Master Issuer Start-up Loan.

                                      14

<PAGE>

                                  APPENDIX 2

       SCHEDULE 3 - TO THE ORIGINAL MASTER ISSUER DEED OF CHARGE FORM OF
                                ACCESSION DEED

THIS DEED is made on [date]

BETWEEN

(1)      PERMANENT MASTER ISSUER PLC, a company incorporated in England and
         Wales with limited liability (registered number 5922774), and having
         its registered office at 35 Great St Helen's, London EC3A 6AP (the
         MASTER ISSUER);

(2)      THE BANK OF NEW YORK, a New York banking corporation acting through
         its offices at 48th Floor, One Canada Square, London E14 5AL (acting
         in its capacity as the MASTER ISSUER SECURITY TRUSTEE, which
         expression includes such company and all other persons or companies
         for the time being acting as security trustee or security trustees
         under this Deed);

(3)      [THE BANK OF NEW YORK, a New York banking corporation acting through
         its offices at 48th Floor, One Canada Square, London, E14 5AL (acting
         in its capacity as the NOTE TRUSTEE, which expression includes such
         company and all other persons or companies for the time being acting
         as trustee or trustee for the Noteholders under the Note Trust Deed);

(4)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the PRINCIPAL PAYING AGENT);

(5)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the REGISTRAR);

(6)      CITIBANK, N.A., LONDON BRANCH, of Citigroup Centre, Canada Square,
         Canary Wharf, London E14 5LB, in its capacity as the TRANSFER AGENT
         appointed by the Master Issuer under the Master Issuer Paying Agent
         and Agent Bank Agreement to administer the transfer of Notes;

(7)      CITIBANK N.A., a national association acting through its offices at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as the AGENT BANK);

(8)      CITIBANK N.A., a national association acting through its offices at
         388 Greenwich Street, 14th Floor, New York, New York 10013 (acting in
         its capacity as the U.S. PAYING AGENT);

(9)      DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
         am Main, Germany, operating in the United Kingdom under branch
         registration number BR000005, acting through its London branch at
         Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2006-1 Notes);

(10)     CREDIT SUISSE INTERNATIONAL, a private unlimited company incorporated
         in England and Wales (registered number 2500199), and acting through
         its office at One Cabot Square, London E14 4QJ (acting in its capacity
         as a MASTER ISSUER SWAP PROVIDER in respect of the 2006-1 Notes);

(11)     BARCLAYS BANK PLC, a public limited company incorporated in England
         and Wales with limited liability (registered number 1026167), and
         acting through its office at 5 The North Colonnade, London, E14 4BB
         (acting in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of
         the 2006-1 Notes);

                                      15

<PAGE>

(12)     BANK OF SCOTLAND PLC (registered number SC327000) (formerly The
         Governor and Company of the Bank of Scotland), a public limited
         company incorporated under the laws of Scotland whose registered
         office is at The Mound, Edinburgh, EH1 1YZ (acting in its capacities
         as the MASTER ISSUER ACCOUNT BANK and the MASTER ISSUER CASH MANAGER);

(13)     STRUCTURED FINANCE MANAGEMENT LIMITED, a company incorporated in
         England and Wales, with limited liability (registered number 3853947),
         and having its registered office at 35 Great St. Helen's, London EC3A
         6AP (the MASTER ISSUER CORPORATE SERVICES PROVIDER);

(14)     CITIBANK, N.A., LONDON BRANCH registered as an overseas company in
         England and Wales under BR001018 acting through its office at
         Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2007-1 Series 3 Class A Notes);

(15)     CREDIT SUISSE, LONDON BRANCH a corporation domiciled in Zurich,
         Switzerland, operating in the United Kingdom under branch registration
         number BR000469, acting through its London branch at One Cabot Square,
         London E14 4QJ (acting in its capacity as a MASTER ISSUER SWAP
         PROVIDER in respect of the 2007-1 Notes denominated in US Dollars
         (other than the 2007-1 Series 4 Class A Notes));

(16)     DEUTSCHE BANK AG, LONDON BRANCH, a corporation domiciled in Frankfurt
         am Main, Germany, operating in the United Kingdom under branch
         registration number BR000005, acting through its London branch at
         Winchester House, 1 Great Winchester Street, London, EC2N 2DB (acting
         in its capacity as a MASTER ISSUER SWAP PROVIDER in respect of the
         2007-1 Series 4 Class A Notes);

(17)     [Any other additional Master Issuer Secured Creditor]; and]<F1>

(18)     [            ] (the "NEW MASTER ISSUER SECURED CREDITOR").

NOW THIS DEED WITNESSES AS FOLLOWS

WHEREAS

(A)      Pursuant to the terms of a [describe agreement] (the "AGREEMENT")
         dated [date] made between the Master Issuer and the New Master Issuer
         Secured Creditor, Master Issuer has agreed to [describe nature of the
         obligations of the Master Issuer under the Agreement].

(B)      The Master Issuer has agreed to provide the Master Issuer Security
         Trustee with the benefit of the security described in the Master
         Issuer Deed of Charge to secure the Master Issuer's obligations to the
         Master Issuer Secured Creditors.

(C)      The terms of the Master Issuer Deed of Charge permit the Master Issuer
         to secure its obligations to a New Master Issuer Secured Creditor
         thereunder.

(D)      The New Master Issuer Secured Creditor has agreed to enter into this
         Deed to accede to the provisions of the Master Issuer Deed of Charge.

(E)      The Master Issuer Secured Creditors have agreed to enter into this
         Deed to, among other things, acknowledge and agree to such accession
         and to permit any consequential changes to the Master Issuer Priority
         of Payments set out in Clauses 6 (and to the Schedule 2 of the Master
         Issuer Cash


See clause 4.5 of Supplemental Master Issuer Deed of Charge dated 22 November
2007


                                      16

<PAGE>

         Management Agreement referred to therein) and 7 of the Master Issuer
         Deed of Charge as are required and any other amendment as may be
         required to give effect to this Deed.

1.       INTERPRETATION

1.1      The amended and restated master definitions and construction schedule
         signed by, amongst others, the parties to this Deed and dated 21
         November 2007 (as the same may be amended, varied or supplemented from
         time to time with the consent of the parties to this Deed) (the MASTER
         DEFINITIONS AND CONSTRUCTION SCHEDULE).

1.2      The Master Issuer master definitions and construction schedule signed
         by, amongst others, the parties to this Deed on 21 November 2007 (as
         the same may be amended, varied or supplemented from time to time with
         the consent of the parties to this Deed) (the MASTER ISSUER MASTER
         DEFINITIONS AND CONSTRUCTION SCHEDULE) are expressly and specifically
         incorporated into this Deed and, accordingly, the expressions defined
         in the Master Issuer Master Definitions and Construction Schedule
         shall, except where the context otherwise requires and save where
         otherwise defined herein, have the same meanings in this Deed,
         including the Recitals hereto and this Deed shall be construed in
         accordance with the interpretation provisions set out in Clause 3 of
         the Master Issuer Master Definitions and Construction Schedule.

2.       REPRESENTATIONS AND WARRANTIES

2.1      The New Master Issuer Secured Creditor hereby represents and warrants
         to the Master Issuer Security Trustee and each of the Master Issuer
         Secured Creditors in respect of itself that as of the date of this
         Deed:

         (a)     pursuant to the terms of the Agreement, the Master Issuer has
                 agreed to pay to the New Master Issuer Secured Creditor the
                 amount (if any) [describe in relation to the Agreement]; and

         (b)     the Agreement expressly provides that all amounts due from the
                 Master Issuer thereunder are to be secured by the Master
                 Issuer Deed of Charge.

2.2      [the Master Issuer hereby represents and warrants to the Master Issuer
         Security Trustee and each of the Master Issuer Secured Creditors that
         as at the date of this Deed, the conditions to incurring further
         Master Issuer Secured Liabilities are satisfied.

3.       ACCESSION

         In consideration of the New Master Issuer Secured Creditor being
         accepted as a Master Issuer Secured Creditor for the purposes of the
         Master Issuer Deed of Charge by the parties thereto as from the date
         of this Deed, the New Master Issuer Secured Creditor:

         (a)     confirms that as from [date], it intends to be a party to the
                 Master Issuer Deed of Charge as a Master Issuer Secured
                 Creditor;

         (b)     undertakes to comply with and be bound by all of the
                 provisions of the Master Issuer Master Definitions and
                 Construction Schedule (as the same may be amended, varied or
                 restated from time to time) and the Master Issuer Deed of
                 Charge in its capacity as a Master Issuer Secured Creditor, as
                 if it had been an original party thereto;

         (c)     undertakes to perform comply with and be bound by all of the
                 provisions of the Master Issuer Deed of Charge in its capacity
                 as a Master Issuer Secured Creditor, as if it had been an
                 original party thereto as provided in Clause 4.5 (Master
                 Issuer Secured Creditors)

                                      17

<PAGE>

                 (including without limitation Clauses 6 (Payments out of the
                 Master Issuer Accounts Prior to Acceleration) and 7 (Payments
                 out of the Master Issuer Accounts Upon Acceleration); and

         (d)     agrees that the Master Issuer Security Trustee shall be the
                 Master Issuer Security Trustee of the Master Issuer Deed of
                 Charge for all Master Issuer Secured Creditors upon and
                 subject to the terms set out in the Master Issuer Deed of
                 Charge.

4.       SCOPE OF THE MASTER ISSUER DEED OF CHARGE

         The Master Issuer, the New Master Issuer Secured Creditor and the
         Master Issuer Security Trustee hereby agree that for relevant purposes
         under the Master Issuer Deed of Charge and the Master Issuer Master
         Definitions and Construction Schedule:

         (a)     the Agreement shall be a Master Issuer Transaction Document;
                 and

         (b)     the New Master Issuer Secured Creditor shall be a Master
                 Issuer Secured Creditor.

5.       [AMENDMENT TO THE MASTER ISSUER PRIORITY OF PAYMENTS

         The Master Issuer Secured Creditors agree to amend and restate the
         Master Issuer Priority of Payments set out in Schedule 2 of the Master
         Issuer Cash Management Agreement and Clauses 6 and 7 of the Master
         Issuer Deed of Charge in accordance with Appendix 1 hereto.]

6.       [FURTHER ACCESSION DEEDS

         Each of the New Master Issuer Secured Creditors hereby authorises the
         Master Issuer Security Trustee to enter into any Accession Deed in (or
         substantially in) the form set out in Schedule 1 to the Master Issuer
         Deed of Charge unless such Accession Deed provides for any
         consequential changes to the Master Issuer Priority of Payments (in
         which case such New Master Issuer Secured Creditors shall be party to
         such Accession Deed).]

7.       APPLICATION

         Prior to and following enforcement of the Master Issuer Security all
         amounts at any time held by the Master Issuer, the Master Issuer Cash
         Manager or the Master Issuer Security Trustee in respect of the
         security created under this Deed shall be held and/or applied by such
         person subject to and in accordance with the relevant provisions of
         the Master Issuer Cash Management Agreement or the Master Issuer Deed
         of Charge.

8.       NOTICES AND DEMANDS

         Any notice or communication under or in connection with this Deed, the
         Master Issuer Deed of Charge or the Master Issuer Master Definitions
         Schedule shall be given in the manner and at the times set out in
         Clause 24 (Notices) of the Master Issuer Deed of Charge to the
         addresses given in this Clause or at such other address as the
         recipient may have notified to the other parties hereto and/or thereto
         in writing.

         The address referred to in this Clause 8 for the New Master Issuer
         Secured Creditor is:

         [name and address]
         For the attention of: [ ]
         Telephone:            [ ]
         Facsimile:            [ ]

                                      18

<PAGE>

         or such other address and/or numbers as the New Master Issuer Secured
         Creditor may notify to the parties to the Master Issuer Deed of Charge
         in accordance with the provisions thereof.

9.       CHOICE OF LAW

         This Deed is governed by and shall be construed in accordance with
         English law.

DULY EXECUTED AND DELIVERED AS A DEED by each of the parties hereto or
on its behalf on the date appearing on page 1.

                                      19

<PAGE>

MASTER ISSUER

EXECUTED as a DEED by                        )
PERMANENT MASTER ISSUER PLC                  )
acting by                                    )

Director

Director/Secretary



MASTER ISSUER SECURITY TRUSTEE

EXECUTED as a DEED by                        )
THE BANK OF NEW YORK                         )
acting by its authorised signatory           )

                                             )

Witness:

Name:

Address



[NOTE TRUSTEE

EXECUTED as a DEED by                        )
THE BANK OF NEW YORK                         )
acting by its authorised signatory           )

                                             )

Witness:

Name:

Address



PRINCIPAL PAYING AGENT

EXECUTED as a DEED on behalf of              )
CITIBANK N.A., a company incorporated        )
In the United States of America              )

by                                           )

                                      20

<PAGE>

being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company

Witness:

Name:

Address

REGISTRAR

EXECUTED as a DEED on behalf of              )
CITIBANK N.A., a company incorporated        )
In the United States of America              )

by                                           )

being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company

Witness:

Name:

Address

TRANSFER AGENT

EXECUTED as a DEED on behalf of              )
CITIBANK N.A., a company incorporated        )
In the United States of America              )

by                                           )

being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company

Witness:

Name:

Address

                                      21

<PAGE>

AGENT BANK

EXECUTED as a DEED on behalf of              )
CITIBANK N.A., a company incorporated        )
In the United States of America              )

by                                           )

being a person who, in
accordance with the laws
of that territory, is acting under
the authority of
the company

Witness:

Name:

Address

U.S. PAYING AGENT

EXECUTED as a DEED by                        )
CITIBANK N.A.                                )
signed for and on its behalf by one of its   )
duly authorised attorneys/signatories        )

being a person who, in
accordance with the laws
of that territory, is acting
under the authority of the company

Witness:

Name:

Address

                                      22

<PAGE>

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                        )
DEUTSCHE BANK AG, LONDON                     )
BRANCH acting by its duly authorised         )
signatory                                    )

By:
Name:

Witness:

Name:

Address

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                        )
CREDIT SUISSE INTERNATIONAL                  )
signed for and on its behalf by one of its   )
duly authorised attorneys/signatories        )

By:
Name:

Witness:

Name:

Address

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                        )
BARCLAYS BANK PLC                            )
acting by its duly                           )
authorised attorney                          )

By:

Name:

Witness:

Name:

Address

                                      23

<PAGE>

MASTER ISSUER CASH MANAGER AND MASTER ISSUER ACCOUNT BANK

EXECUTED as a DEED by                        )
BANK OF SCOTLAND PLC                         )
acting by its duly authorised attorney       )

By:
Name:

Witness:

Name:

Address

MASTER ISSUER CORPORATE SERVICES PROVIDER

EXECUTED as a DEED by                        )
STRUCTURED FINANCE MANAGEMENT                )
LIMITED                                      )
acting by two directors                      )

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                        )
CITIBANK N.A., LONDON BRANCH                 )
acting by its attorney                       )

                                             )

Witness:

Name:

Address:

MASTER ISSUER SWAP PROVIDER

EXECUTED as a DEED by                        )
CREDIT SUISSE, LONDON BRANCH                 )
acting by its authorised signatory           )

Witness:

Name:

Address:

                                      24

<PAGE>

NEW MASTER ISSUER SECURED CREDITOR

EXECUTED as a DEED by                        )
[ ]                                          )
acting by                                    )
directors/a director and the secretary       )

Director

Director/Secretary

                                      25