PERMANENT MORTGAGES TRUSTEE LIMITED                                EXHIBIT 10.10

and

SFM OFFSHORE LIMITED

AND

THE BANK OF NEW YORK

_______________________________________________________________________________

AMENDED AND RESTATED MORTGAGES TRUSTEE CORPORATE SERVICES AGREEMENT
_______________________________________________________________________________

21 November 2007

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THIS AGREEMENT is made the 21 day of November 2007

BETWEEN

(1)      PERMANENT MORTGAGES TRUSTEE LIMITED, a company incorporated under the
         laws of Jersey, registered number 83116, whose registered office is at
         47 Esplanade, St. Helier, Jersey, JE1 0BD, Channel Islands (the
         COMPANY);

(2)      SFM OFFSHORE LIMITED, a company incorporated under the laws of Jersey,
         registered number 76015, whose registered office is at 47 Esplanade,
         St. Helier, Jersey, JE1 0BD, Channel Islands (in its capacity as the
         MORTGAGES TRUSTEE CORPORATE SERVICES PROVIDER); and

(3)      THE BANK OF NEW YORK, a New York banking corporation acting through
         its office at One Canada Square, London E14 5AL (in its capacities as
         FUNDING 1 SECURITY TRUSTEE and FUNDING 2 SECURITY TRUSTEE, together
         the SECURITY TRUSTEE).

WHEREAS

(A)      The Company has undertaken to hold the benefit of all the Trust
         Property from time to time transferred to it or acquired by it from
         the Seller (initially Halifax plc and as of the Reorganisation Date,
         Bank of Scotland plc) upon trust for the Seller and Funding 1 and, as
         of the Programme Date, Funding 2 in accordance with the terms of the
         Mortgages Trust Deed.

(B)      Pursuant to a declaration of trust dated 7 May 2002 constituting a
         charitable trust known as the Permanent Mortgages Jersey Charitable
         Trust, the Mortgages Trustee Corporate Services Provider and Dominion
         Corporate Nominees Limited (as nominee of the Mortgages Trustee
         Corporate Services Provider) hold on trust the entire issued share
         capital of the Company.

(C)      The Company has requested the Mortgages Trustee Corporate Services
         Provider to provide administrative and secretarial services to the
         Company upon the terms set out in this Agreement in order to carry out
         its obligations under the Transaction Documents. The Mortgages Trustee
         Corporate Services Provider is willing to provide such service to the
         Company upon such terms.

NOW IT IS HEREBY AGREED as follows:-

1.       INTERPRETATION

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

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                 for the purposes of identification by Allen & Overy LLP and
                 Sidley Austin 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 Agreement) (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 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 Agreement, including the
                 Recitals hereto, and this Agreement shall be construed in
                 accordance with the interpretation provisions set out in
                 CLAUSE 2 (Interpretation and Construction) of the Master
                 Definitions and Construction Schedule and the Master Issuer
                 Master Definitions and Construction Schedule.

         1.2.    In this Agreement each reference to a party shall be deemed to
                 include its successors and permitted assigns. For this purpose
                 SUCCESSOR means in relation to a party an assignee or
                 successor in title of such party or any person who, under the
                 laws of its jurisdiction of incorporation or domicile has
                 assumed the rights and/or obligations of such party or to whom
                 under such laws the same have been transferred.

         1.3.    This Agreement amends and restates the Mortgages Trustee
                 Corporate Services Agreement dated 14 June 2002 (the PRINCIPAL
                 AGREEMENT). As of the date of this Agreement, any future
                 rights or obligations (excluding such rights and obligations
                 accrued to the date of this Agreement) of a party to the
                 Principal Agreement shall be extinguished and shall instead be
                 governed by this Agreement.

2.       ADMINISTRATIVE SERVICES

         2.1     The Mortgages Trustee Corporate Services Provider shall
                 provide the following services (the SERVICES) in Jersey:-

                 2.1.1   a registered office and administrative office for the
                         Company;

                 2.1.2   the services of two individuals who are residents of
                         the Island of Jersey for tax purposes who will accept
                         office as directors of the Company;

                 2.1.3   the services of a secretary to the Company to perform
                         all the duties properly required of a secretary by the
                         directors of the Company and the Companies (Jersey)
                         Law 1991 (the LAW);

                 2.1.4   the arrangement of an annual meeting of directors and
                         shareholders of the Company on the Island of Jersey
                         and the preparation of minutes of such meetings;

                 2.1.5   the maintenance of the statutory books of the Company
                         and any other books and records required by law or
                         ordinarily required by a Jersey company and

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                         the preparation and issue of share certificates;

                 2.1.6   the preparation and submission of annual returns of
                         the Company and procuring that the Company pays the
                         fee required to be paid to the Jersey authorities in
                         connection therewith;

                 2.1.7   the preparation and submission of any other documents
                         required by law to be prepared or filed by the
                         Company;

                 2.1.8   the instruction of the Company's auditors (if any) to
                         prepare the annual audited financial statements;

                 2.1.9   the safekeeping of the common seal of the Company and
                         arranging for sealing of documents as authorised by
                         the directors of the Company;

                 2.1.10  the provision (if necessary) of nominees to hold the
                         issued shares of the Company;

                 2.1.11  the execution of all such agreements, documents and
                         undertakings as shall be necessary in connection with
                         the business of the Company if so authorised by a
                         valid resolution of the Board of Directors of the
                         Company;

                 2.1.12  the acceptance of service of process and any other
                         documents or notices to be served on the Company;

                 2.1.13  in respect of the Company, as and when requested under
                         the terms of any agreements to which the Company is
                         party, the delivery to any person entitled to it under
                         such terms of such information or documents which is
                         (i) provided for under such agreements, and (ii) in
                         the possession of the Mortgages Trustee Corporate
                         Services Provider or is reasonably obtainable by it;

                 2.1.14  in respect of the Company, the response to
                         correspondence and communication thereof with
                         directors and shareholders as necessary;

                 2.1.15  the delivery, at the request of the relevant board of
                         directors, of any directions and information to any
                         providers of services (such as auditors, accountants,
                         financial or management advisers or attorneys) or
                         other agents appointed by the board of directors
                         pursuant to the Articles of Association of the
                         Company; and

                 2.1.16  the use of its best efforts to cause the Company (to
                         the extent that the Company has sufficient funds and
                         other resources and is otherwise able to do so) to
                         comply with its obligations under any agreement by
                         which the Company is bound and under all relevant
                         laws.

         2.2.    The Mortgages Trustee Corporate Services Provider shall also
                 provide other

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                 supplementary services as agreed between the Company or
                 Security Trustee and the Mortgages Trustee Corporate Services
                 Provider, or that the Mortgages Trustee Corporate Services
                 Provider deems necessary as being ancillary to the Services,
                 from time to time (the ADDITIONAL SERVICES).

3.       Mortgages Trustee Corporate Services Provider's DUTIES

         3.1.    The Mortgages Trustee Corporate Services Provider shall at all
                 times (subject to Clause 4 hereof) act in accordance with all
                 reasonable and proper directions, orders and instructions
                 given by the Board of Directors of the Company.

         3.2.    The Mortgages Trustee Corporate Services Provider shall not
                 knowingly do or knowingly omit to do anything which would
                 constitute a breach of any provisions of the Articles of
                 Association of the Company or of any legally binding
                 restrictions applying to the Company. This includes but is not
                 limited to any legally binding restrictions applying to the
                 Company as a consequence of its being a party to the
                 Transaction Documents.

4.       ACCELERATION NOTICE

                 Entitlement to Nominate

         4.1.    Prior to the service of a Note Acceleration Notice or an
                 Intercompany Loan Acceleration Notice (an ACCELERATION
                 NOTICE):

                 (a)     the Seller is entitled to, and shall, nominate one
                         person willing to serve in the capacity of director of
                         the Company;

                 (b)     the Mortgages Trustee Corporate Services Provider is
                         entitled to, and shall, nominate two Jersey resident
                         persons willing to serve in the capacity of a director
                         of the Company; and

                 (c)     the Mortgages Trustee Corporate Services Provider is
                         entitled to, and shall, nominate one person willing to
                         serve in the capacity of secretary of the Company and
                         has nominated itself in such capacity.

                 Appointor

         4.2.    In relation to any person nominated or deemed to be nominated
                 under Clause 4.1 (Entitlement to Nominate) above or Clause 4.3
                 (Resignation or Retirement of Director) below, whichever of
                 the Seller or the Mortgages Trustee Corporate Services
                 Provider nominated that person is referred to below as that
                 person's APPOINTOR.

                 Resignation or Retirement of Director

         4.3.    Each appointor hereby confirms to the other that, if the
                 person nominated or deemed to be nominated by it should resign
                 or retire or for any other reason cease to act as

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                 director of the Company, it will promptly: (i) procure that
                 such director shall acknowledge in writing that he has no
                 claim of any nature whatsoever against the Company; (ii)
                 nominate another person willing to act in the relevant
                 capacity; and (iii) procure the consent of that other person
                 to act in that capacity.

                 Acceptance of Appointment and Payment

         4.4.    Each appointor shall procure that each of the persons
                 respectively nominated or deemed to be nominated by it from
                 time to time as provided above accepts the relevant
                 appointment and acts in the relevant capacity without fee or
                 remuneration (including, for the avoidance of doubt, upon
                 resignation or retirement) from the Company, save that nothing
                 in this Agreement shall prejudice the right of the Mortgages
                 Trustee Corporate Services Provider to be remunerated for its
                 services under Clause 14 (Remuneration) below.

                 Composition of Boards

         4.5.    The Mortgages Trustee Corporate Services Provider undertakes
                 and agrees as follows:

                 (a)     subject to its duties and obligations as share trustee
                         under the Permanent Mortgages Jersey Charitable Trust
                         and subject to Clause 4.6 (Service of an Acceleration
                         Notice) below, that it shall exercise its rights as a
                         shareholder of the Company and all rights and powers
                         vested in it under the Articles of Association of the
                         Company so as to procure that the board of directors
                         of the Company comprises at all times one nominee of
                         the Seller (provided that the Seller shall have
                         nominated a person to such office) and two nominees of
                         the Mortgages Trustee Corporate Services Provider, as
                         provided under Clause 4.1 above; and

                 (b)     SFM Offshore Limited and the Seller shall confirm that
                         at all times a majority (by number) of the directors
                         nominated by them under Clause 4.1 above will be
                         resident in Jersey and have been confirmed by an
                         officer of the Jersey Financial Services Commission
                         (the COMMISSION) as being acceptable to the
                         Commission.

                 Service of an Acceleration Notice

         4.6.    The Company shall notify the Mortgages Trustee Corporate
                 Services Provider forthwith upon its being notified of a Note
                 Acceleration Notice being served on the Issuer or of an
                 Intercompany Loan Acceleration Notice being served on Funding
                 1. In the event that the Mortgages Trustee Corporate Services
                 Provider has received notification pursuant to this Clause
                 4.6, the Mortgages Trustee Corporate Services Provider shall
                 act only in accordance with the directions of the Security
                 Trustee.

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5.       STATUTORY ACCOUNTS

         5.1.    The Mortgages Trustee Corporate Services Provider shall,
                 subject to all applicable laws, provide all information and
                 access to books and records as the Auditors (if any) may
                 reasonably require for the purpose of auditing the annual
                 accounts of the Company;

         5.2.    Subject to the approval of the Company, the Mortgages Trustee
                 Corporate Services Provider shall cause the annual accounts of
                 the Company to be audited by the Auditors (if any) and shall
                 procure, so far as it is able to do so, that the Auditors
                 shall make a report thereon as required by law;

         5.3.    The Mortgages Trustee Corporate Services Provider shall
                 arrange for the Cash Manager and the Security Trustee to
                 receive such copies of the accounts (audited if required) as
                 shall be required by the Transaction Documents within 120 days
                 of the end of each accounting reference period. It shall also
                 send copies of the audited accounts to such other parties as
                 either the Cash Manager or the Security Trustee shall request;

         5.4.    The Mortgages Trustee Corporate Services Provider shall take
                 all reasonable steps to procure that, within 120 days of the
                 end of each accounting reference period, the Auditors (if any)
                 provide to the Cash Manager for submission to the Financial
                 Services Authority, the London Stock Exchange plc, the Jersey
                 Registrar of Companies, the Rating Agencies and to any other
                 persons as the Cash Manager may deem necessary, a copy of the
                 Auditors' report.

6.       DATA PROTECTION AND CONSUMER CREDIT

         The Company confirms that it has filed a notification under the Data
         Protection Act 1998 in the United Kingdom, has registered as a data
         user under the Data Protection (Jersey) Law 2005 and has obtained a
         licence under the Consumer Credit Act 1974 in the United Kingdom. The
         Mortgages Trustee Corporate Services Provider will use its best
         endeavours to procure that the Company maintains such registrations
         and that the Company obtains and maintains all necessary
         registrations, licences and authorities required to enable the Company
         to perform its obligations under the Transaction Documents subject to
         the correct adherence to their obligations of any other parties to the
         Transaction Documents and any legal obligation brought to the notice
         of the Mortgages Trustee Corporate Services Provider.

7.       DESIGNATED RESOURCES - DESIGNATED CSP STAFF

         7.1.    The Mortgages Trustee Corporate Services Provider shall
                 procure that from the Initial Closing Date until the date of
                 termination of this Agreement (the CSP STAFF PERIOD), two of
                 its officers and one manager (the DESIGNATED CSP STAFF, each
                 officer or manager being a DESIGNATED CSP STAFF MEMBER) are
                 available on a non-exclusive and part time basis to the
                 Company.

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         7.2.    The Mortgages Trustee Corporate Services Provider may
                 designate an alternative individual or individuals to be a
                 Designated CSP Staff Member, PROVIDED THAT if the Mortgages
                 Trustee Corporate Services Provider becomes aware of any
                 notice of termination of the contract of employment given or
                 received from a Designated CSP Staff Member, the Mortgages
                 Trustee Corporate Services Provider will promptly notify the
                 Security Trustee and shall ensure that an alternative
                 individual is designated as a replacement Designated CSP Staff
                 Member.

         7.3.    This Agreement is a contract for services and is not intended
                 to constitute and nothing in this Agreement shall have the
                 effect of constituting any relationship of employer and
                 employee between the Company (as employer) and the Designated
                 CSP Staff Members (as employee). Notwithstanding the
                 designation of the Designated CSP Staff as available on a
                 non-exclusive basis to provide Services or the Additional
                 Services, the Designated CSP Staff will not, at any time, be
                 under the control or management of the Company. None of the
                 Designated CSP Staff will be employed by the Mortgages Trustee
                 Corporate Services Provider (or such other company as the
                 Mortgages Trustee Corporate Services Provider may designate
                 for this purpose) exclusively to perform the Services or the
                 Additional Services.

         7.4.    This Agreement is not intended to and nothing in this
                 Agreement shall have the effect of constituting a Designated
                 CSP Staff Member as agent of the Company. No Designated CSP
                 Staff Member shall have the authority or right to contract on
                 behalf of the Company or to bind it in any way in relation to
                 third parties, save as specifically authorised by the Company
                 from time to time or, as applicable, where the Designated CSP
                 Staff Member is acting solely in his capacity as a director of
                 the Company and has been duly authorised in that regard by the
                 board of directors of the Company. Nothing in this Agreement
                 shall constitute a partnership or joint venture between the
                 parties.

         7.5.    For the avoidance of doubt, the Mortgages Trustee Corporate
                 Services Provider may at its discretion, and shall where
                 necessary, use other persons in the performance of the
                 Services or the Additional Services where needed in supplement
                 to, or substitution of the Designated CSP Staff PROVIDED THAT
                 such persons are resident in Jersey.

8.       DESIGNATED RESOURCES - OFFICE SPACE

         8.1.    The Mortgages Trustee Corporate Services Provider agrees to
                 designate a specific area (the DESIGNATED OFFICE SPACE) within
                 the premises of the Mortgages Trustee Corporate Services
                 Provider as the office from which the Designated CSP Staff may
                 perform the Services or the Additional Services, and where the
                 Mortgages Trustee Corporate Services Provider may (but is not
                 required to) store files, records and correspondence referred
                 to in Clause 9 below.

         8.2.    The Designated Office Space will not be used exclusively by
                 the Mortgages Trustee Corporate Services Provider to provide
                 the Services or the Additional Services.

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         8.3.    The Mortgages Trustee Corporate Services Provider may provide
                 services to other companies managed and administered by the
                 Mortgages Trustee Corporate Services Provider from the
                 Designated Office Space.

         8.4.    The Mortgages Trustee Corporate Services Provider will retain
                 possession and control of the Designated Office Space and the
                 Company will not have possession or control of either:

                 (a)     the Designated Office Space itself; or

                 (b)     any means of access thereto or egress therefrom; or

                 (c)     any plant or substance in the Designated Office Space;
                         or

                 (d)     any equipment or files in the Designated Office Space.

                 For the avoidance of doubt, nothing in this Agreement shall be
                 taken as granting a lease, licence or other interest in the
                 Designated Office Space which shall remain the property of the
                 Mortgages Trustee Corporate Services Provider.

9.       DESIGNATED RESOURCES

         9.1.    The Mortgages Trustee Corporate Services Provider further
                 agrees that non-dedicated communication facilities may be
                 provided to the Company, which facilities may include a shared
                 telephone line with the Mortgages Trustee Corporate Services
                 Provider and be (but shall not be required to be) provided in
                 the Designated Office Space and which may be (but shall not be
                 required to be) manned by the Designated CSP Staff.

         9.2.    The Mortgages Trustee Corporate Services Provider shall
                 maintain files, records and correspondence relating to the
                 Company and may do so, but shall not be required to, in the
                 Designated Office Space.

10.      WARRANTIES AND UNDERTAKINGS OF THE MORTGAGES TRUSTEE CORPORATE
         SERVICES PROVIDER

         10.1.   The Mortgages Trustee Corporate Services Provider warrants to
                 the Company:

                 (a)     it is duly registered as a company limited by shares
                         under Jersey Law;

                 (b)     it has power under its Memorandum and Articles of
                         Association, and all necessary corporate authority has
                         been obtained and action taken for it to sign and
                         deliver and perform the transactions contemplated in
                         this Agreement; and

                 (c)     the signing and delivery of this Agreement does or
                         will not contravene or constitute a default under, or
                         cause to be exceeded any limitation on it or the
                         powers of its directors, imposed by or contained in,
                         (1) any law by which it or any of its assets is bound
                         or affected, (2) its Memorandum and Articles of

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                         Association, or (3) any agreement to which it is a
                         party or by which any of its assets its bound.

         10.2.   The Mortgages Trustee Corporate Services Provider undertakes
                 generally to provide or procure such human and other resources
                 as is appropriate to perform all the Services or the
                 Additional Services described in this Agreement to the
                 appropriate standard.

11.      NON-PETITION AND LIMITED RECOURSE

         The Mortgages Trustee Corporate Services Provider agrees that it will
         not initiate or join any person in initiating an Insolvency Event in
         relation to the Company.

         In relation to the Company, any amount payable under this Agreement by
         the Company to any other party to this Agreement, not being an amount
         payable out of the Trust Property in accordance with the terms of the
         Mortgages Trust Deed, shall only be payable to the extent that, on
         that date, the Company has sufficient funds to pay such amount out of
         the fees paid to it under the Mortgages Trust Deed.

12.      ASSIGNMENT

         Except with the consent of the Security Trustee, the Mortgages Trustee
         Corporate Services Provider may not assign or transfer or purport to
         assign or transfer a right or obligation under this Agreement.

13.      INFORMATION AND DATA REGARDING THE COMPANY

         13.1.   The Mortgages Trustee Corporate Services Provider hereby
                 agrees that all information and data held by it in respect of
                 the Company on any computer system of the Mortgages Trustee
                 Corporate Services Provider is the sole property of the
                 Company.

         13.2.   The Mortgages Trustee Corporate Services Provider agrees that
                 all such information and data and all other information
                 relating to the services provided under this Agreement shall
                 be kept safely and treated as confidential and shall use its
                 best endeavours to prevent disclosure of such information to
                 any third party, provided however that the provisions of this
                 Clause 13.2 shall not apply:

                 (a)     to the disclosure of any information already known to
                         the recipient otherwise than as a result of a breach
                         of this Clause 13.2;

                 (b)     to the disclosure of any information which is or
                         becomes public knowledge otherwise than as a result of
                         such disclosure being made in breach of this Clause
                         13.2, or as a result of the unauthorised or improper
                         conduct of the recipient;

                 (c)     to the extent that disclosure is required pursuant to
                         any law or order of any court or pursuant to any
                         direction, request or requirement (whether or not
                         having the force of law) of any central bank or any
                         governmental or other regulatory or taxation authority
                         (including, without limitation, any

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                         official bank examiners or regulators or the Financial
                         Services Authority in its capacity as the UK Listing
                         Authority);

                 (d)     to the disclosure of any information to professional
                         advisers to, or agents of, the Mortgages Trustee
                         Corporate Services Provider, the Seller or any of the
                         Rating Agencies who receive the same under a duty of
                         confidentiality;

                 (e)     to the disclosure of any information with the consent
                         of all the parties hereto or to the Security Trustee;

                 (f)     to the disclosure of any information in respect of the
                         Issuer to the Security Trustee; and

                 (g)     to disclosure on behalf of the Issuer of any
                         information required by the terms of any Transaction
                         Documents to which the Issuer is now or becomes a
                         party, to the persons to whom such disclosure is
                         required by the terms of the relevant Transaction
                         Document,

                 the Mortgages Trustee Corporate Services Provider agrees to
                 use said information solely for the purposes of this Agreement
                 and hereby agrees to indemnify and hold harmless the Seller,
                 the Security Trustee and the Company on an after tax basis for
                 all losses, damages, expenses, costs, claims and charges
                 arising from or caused by any disclosure of information by the
                 Mortgages Trustee Corporate Services Provider or any agent
                 appointed by it or any director nominated or deemed to be
                 nominated by it or any agent appointed by it, which disclosure
                 is made contrary to the provisions of this Clause 13.2. The
                 agreement constituted by the terms of this Clause 13.2 shall
                 continue even after the termination of this Agreement.

         13.3.   After termination of this Agreement the Mortgages Trustee
                 Corporate Services Provider shall deliver up to the Company,
                 within 2 working days of the Company's request therefore, all
                 such information and data, or, at the request of the Company,
                 destroy the same.

14.      REMUNERATION

         14.1.   The Company shall remunerate the Mortgages Trustee Corporate
                 Services Provider in accordance with the fees set out in a
                 corporate services fee letter dated the date hereof for the
                 supply of services to the Company pursuant to this Agreement.

         14.2.   In addition to the scale of fees, the Mortgages Trustee
                 Corporate Services Provider, its officers, employees, and any
                 person to whom it has delegated its duties hereunder shall be
                 entitled to reimbursement of all out of pocket expenses
                 reasonably incurred by them in the proper performance of such
                 services hereunder.

15.      INDEMNITY

         15.1.   The Company shall at all times keep the Mortgages Trustee
                 Corporate Services Provider, its directors, officers,
                 employees, agents and nominees fully and effectively
                 indemnified and saved harmless against all actions,
                 proceedings, claims, demands, damages, costs and other
                 liabilities whatsoever arising out of the performance of its

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                 or their duties under this Agreement save only liabilities
                 arising as a consequence of gross negligence, bad faith,
                 fraud, wilful default, dishonesty or wilful misconduct on the
                 part of such persons. This indemnity shall continue after the
                 termination of the duties of the Mortgages Trustee Corporate
                 Services Provider under this Agreement and the benefit shall
                 extend to all directors, officers, employees agents and
                 nominees of the Mortgages Trustee Corporate Services Provider
                 from time to time and to the successors in title of the
                 Mortgages Trustee Corporate Services Provider.

         15.2.   The Mortgages Trustee Corporate Services Provider shall at all
                 times keep the Company, its directors, officers, employees,
                 agents and nominees fully and effectively indemnified and
                 saved harmless against all actions, proceedings, claims,
                 demands, damages, costs and other liabilities whatsoever
                 arising out of any breach by the Mortgages Trustee Corporate
                 Services Provider in its duties under this Agreement or
                 arising as a consequence of negligence, bad faith, fraud,
                 wilful default, dishonesty or wilful misconduct on the part of
                 the Mortgages Trustee Corporate Services Provider. This
                 indemnity shall continue after the termination of the duties
                 of the Mortgages Trustee Corporate Services Provider under
                 this Agreement and the benefit shall extend to all directors,
                 officers, employees, agents and nominees of the Company from
                 time to time and to the successors in title of the Company.

16.      LIABILITY OF THE MORTGAGES TRUSTEE CORPORATE SERVICES PROVIDER

         16.1.   The Mortgages Trustee Corporate Services Provider shall not be
                 liable for any loss to the Company arising in consequence of
                 the failure, depreciation or loss of any investments (of the
                 Company) made in accordance with instructions and guidelines
                 given by the Board of Directors of the Company except by
                 reason of fraud, wilful misconduct or gross negligence on the
                 part of the Mortgages Trustee Corporate Services Provider.

         16.2.   Without prejudice to the generality of clause 16.1 of this
                 Agreement the Mortgages Trustee Corporate Services Provider
                 shall not incur any liability whatsoever arising from:

                 (a)     the negligence or fraud of any delegate or agent
                         appointed or employed with the consent, or on the
                         instructions of, the Board of Directors of the
                         Company; or

                 (b)     anything done or omitted in conformity with any advice
                         given or purporting to have been given by any agent
                         appointed or employed in connection with the affairs
                         of the Company with the consent of the Board of
                         Directors of the Company.

17.      SCOPE OF OBLIGATIONS

         17.1.   The Mortgages Trustee Corporate Services Provider, its
                 directors, officers, employees, agents and nominees shall not
                 be obliged to act in any manner which may be contrary

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                 to law.

         17.2.   The Mortgages Trustee Corporate Services Provider shall not be
                 required to take any legal action on behalf of the Company
                 unless fully indemnified to its satisfaction.

         17.3.   When deemed necessary for the proper performance of its
                 administrative duties, the Mortgages Trustee Corporate
                 Services Provider may, on behalf of the Company seek legal,
                 tax, financial, administrative or other advice as well as
                 employ third parties to provide services.

         17.4.   The Mortgages Trustee Corporate Services Provider's
                 obligations hereunder to procure that the Company make all
                 payments required of it shall be subject to the availability
                 of the Company's funds to do so and in no circumstances shall
                 the Mortgages Trustee Corporate Services Provider be required
                 to make payments in connection with the Business of the
                 Company out of its own funds.

         17.5.   The obligations of the Mortgages Trustee Corporate Services
                 Provider and the Company under this Agreement are solely the
                 corporate obligations of the Mortgages Trustee Corporate
                 Services Provider and the Company respectively. No recourse
                 shall be had in respect of any obligation or claim arising out
                 of or based upon this Agreement against any employee, officer,
                 of the Share Trustee, the Mortgages Trustee Corporate Services
                 Provider or any employee, officer, director or secretary of
                 the Company except where the claim, demand, liability, cost or
                 expense in connection therewith arises from the gross
                 negligence, bad faith or wilful default of such employee,
                 officer, director or secretary of the Share Trustee, the
                 Mortgages Trustee Corporate Services Provider or the Company.

18.      TERMINATION

         18.1.   The appointment of the Mortgages Trustee Corporate Services
                 Provider hereunder shall terminate:-

                 (a)     upon the expiration of 90 days notice in writing given
                         by the Mortgages Trustee Corporate Services Provider
                         or by the Company and provided that a substitute
                         administrator acceptable to the Company and (if
                         applicable) the Jersey Financial Services Commission
                         (if required under any consent granted pursuant to the
                         Control of Borrowing (Jersey) Order 1958 as amended)
                         has been appointed on terms substantially the same as
                         those set out in this Agreement and that such
                         appointment will be effective not later than the date
                         of the termination;

                 (b)     immediately if:

                         (i)     an order has been made or a resolution has
                                 been passed to put the

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                                 Mortgages Trustee Corporate Services Provider
                                 into liquidation (except a voluntary
                                 liquidation for the purpose of reconstruction
                                 or amalgamation); or

                         (ii)    the Mortgages Trustee Corporate Services
                                 Provider has broken or is in breach of any of
                                 the terms of this Agreement and shall not have
                                 remedied such breach within 30 days after
                                 service of notice requiring the same to be
                                 remedied; or

                         (iii)   the Mortgages Trustee Corporate Services
                                 Provider is declared en desastre or has
                                 committed any act or omission indicative of
                                 insolvency; or

                         (iv)    the Mortgages Trustee Corporate Services
                                 Provider ceases or threatens to cease to carry
                                 on its business or a substantial part of its
                                 business or stops payment or threatens to stop
                                 payment of its debts.

         18.2.   Termination of the appointment of the Mortgages Trustee
                 Corporate Services Provider under this Clause shall be without
                 prejudice to the rights of any party in respect of any
                 antecedent claim against or breach of the terms of this
                 Agreement by the Mortgages Trustee Corporate Services
                 Provider.

19.      THE SECURITY TRUSTEE

         The Security Trustee has agreed to become a party to this Agreement
         for the better preservation and enforcement of its rights under this
         Agreement but shall have no obligation or liability whatsoever to the
         Mortgages Trustee Corporate Services Provider or the Company under or
         arising from or by virtue of the Security Trustee joining as a party
         to this Agreement.

20.      NOTICES

         Notices to be given hereunder shall be delivered by hand or mailed to
         the address of the relevant party set out herein and where mailed
         shall be deemed to be duly given on the third day after the day of
         mailing.

21.      NO RESTRICTIONS

         Nothing in this Agreement shall limit or restrict the right of any
         director, officer or employee of the Mortgages Trustee Corporate
         Services Provider or any director, officer, employee or partner of any
         of its subsidiaries or its affiliates to engage in any other business
         or to devote his time and attention to the management or other aspects
         of any other business, whether of a similar or dissimilar nature, nor
         to limit or restrict the right of the Mortgages Trustee Corporate
         Services Provider or any of its subsidiaries or affiliates to engage
         in any other business or to render services of any kind to any other
         corporation, firm, individual or association.

22.      COUNTERPARTS

         The Agreement may be signed in any number of counterparts which, taken
         together, shall constitute one and the same Agreement.

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23.      GOVERNING LAW

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

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly
executed this day and year first above written.

SIGNED by                               ) /S/ ABU KAPADIA
For and on behalf of                    )
PERMANENT MORTGAGES TRUSTEE             )
LIMITED

SIGNED by                               ) /S/ ABU KAPADIA
for and on behalf of                    )
SFM OFFSHORE LIMITED                    )

SIGNED by                               ) /S/ VINCENT GIRAUD
for and on behalf of                    )
THE BANK OF NEW YORK                    )

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                                   CONTENTS

CLAUSE                                                                  PAGE NO

1.       Interpretation.......................................................2

2.       Administrative Services..............................................2

3.       Mortgages Trustee Corporate Services Provider's Duties...............4

4.       Acceleration Notice..................................................4

5.       Statutory Accounts...................................................6

6.       Data Protection and Consumer Credit..................................7

7.       Designated Resources - Designated CSP Staff..........................7

8.       Designated Resources - Office Space..................................8

9.       Designated Resources.................................................9

10.      Warranties and Undertakings of the Mortgages Trustee Corporate
         Services Provider....................................................9

11.      Non - Petition and Limited Recourse.................................10

12.      Assignment..........................................................10

13.      Information and Data regarding the Company..........................10

14.      Remuneration........................................................11

15.      Indemnity...........................................................12

16.      Liability of the Mortgages Trustee Corporate Services Provider......12

17.      Scope of Obligations................................................13

18.      Termination.........................................................13

19.      The Security Trustee................................................14

20.      Notices.............................................................14

21.      No Restriction......................................................14

22.      Counterparts........................................................14

23.      Governing Law.......................................................14