AMENDED AND RESTATED MORTGAGES TRUSTEE         EXHIBIT 10.11
                        GUARANTEED INVESTMENT CONTRACT

                               21 NOVEMBER 2007

                      PERMANENT MORTGAGES TRUSTEE LIMITED
                           AS THE MORTGAGES TRUSTEE

                                      AND

                             BANK OF SCOTLAND PLC
              AS CASH MANAGER AND MORTGAGES TRUSTEE GIC PROVIDER

                                      AND

                             THE BANK OF NEW YORK
         AS FUNDING 1 SECURITY TRUSTEE AND FUNDING 2 SECURITY TRUSTEE

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                                   CONTENTS

CLAUSE                                                                     PAGE

1.       Definitions and Interpretation.......................................1
2.       The Mortgages Trustee GIC Account....................................2
3.       Interest.............................................................2
4.       Withdrawals and Deposits.............................................2
5.       Termination..........................................................3
6.       Warranties...........................................................3
7.       Assignment...........................................................3
8.       Agency...............................................................4
9.       Information..........................................................4
10.      Payments and Withholdings............................................4
11.      Notices..............................................................4
12.      Counterparts and Severability........................................5
13.      The Funding 1 Security Trustee and the Funding 2 Security Trustee....5
14.      Amendments, Waivers and Contracts....................................5
15.      Exclusion of Third Party Rights......................................6
16.      Governing Law........................................................6
17.      Submission to Jurisdiction...........................................6

Signatories...................................................................7

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THIS AMENDED AND RESTATED MORTGAGES TRUSTEE GUARANTEED INVESTMENT CONTRACT
(this AGREEMENT) is made as a deed on 21 November 2007

BETWEEN:

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

(2)      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 CASH MANAGER and the MORTGAGES TRUSTEE GIC PROVIDER);

(3)      THE BANK OF NEW YORK, A New York Banking Corporation acting through
         its offices at One Canada Square, London E14 5AL (acting in its
         capacities as the FUNDING 1 SECURITY TRUSTEE, which expression shall
         include such company and all other persons or companies for the time
         being acting as security trustee (or co-trustee) pursuant to the terms
         of the Funding 1 Deed of Charge and the FUNDING 2 SECURITY TRUSTEE,
         which expression shall include such company and all other persons or
         companies for the time being acting as Funding 2 Security Trustee (or
         co-trustee) pursuant to the terms of the Funding 2 Deed of Charge).

WHEREAS:

(A)      Halifax (then in its capacity as the Cash Manager) agreed pursuant to
         the Cash Management Agreement to provide Cash Management Services in
         connection with the business of the Mortgages Trustee.

(B)      The Cash Management Agreement provides that the Mortgages Trustee
         shall pay into an interest bearing account all Monthly Payments and
         other amounts set out in Clause 4 of the Cash Management Agreement and
         the Mortgages Trustee GIC Provider has provided such an account
         pursuant to and on the terms of the Mortgages Trustee Guaranteed
         Investment Contract and the Bank Account Agreement.

(C)      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 Mortgages Trustee Guaranteed Investment
         Contract) were transferred to Bank of Scotland.

(D)      The parties hereto have agreed to amend and restate the Mortgages
         Trustee Guaranteed Investment Contract on the date hereof as set out
         herein.

IT IS HEREBY AGREED as follows:

1.       DEFINITIONS AND INTERPRETATION

1.1      The amended and restated master definitions and construction schedule
         signed by, amongst others, the parties to this Agreement dated 21
         November 2007 (as the same may be amended, varied or supplemented from
         time to time with the consent of the parties hereto) (the MASTER
         DEFINITIONS AND CONSTRUCTION SCHEDULE) is expressly and specifically
         incorporated into this Agreement and, accordingly, the expressions
         defined in the Master Definitions and Construction Schedule (as so

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         amended, varied or supplemented) shall, except where the context
         otherwise requires and save where otherwise defined herein, have the
         same meanings in this Agreement, including the Recitals hereto and
         this Agreement shall be construed in accordance with the
         interpretation provisions set out in Clause 3 of the Master
         Definitions and Construction Schedule.

1.2      This Agreement amends and restates the Mortgages Trustee Guaranteed
         Investment Contract made on 14 June 2002 as amended and restated on 17
         October 2006 (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 under
         the Principal Agreement shall be extinguished and shall instead be
         governed by this Agreement.

1.3      Any reference in this Agreement to any discretion, power, right, duty
         or obligation on the part of the Mortgages Trustee shall be as
         exercised by the Mortgages Trustee only as directed by the
         Beneficiaries but subject in each case to the provisions of the
         Mortgages Trust Deed and the Controlling Beneficiary Deed.

2.       THE MORTGAGES TRUSTEE GIC ACCOUNT

         The Mortgages Trustee GIC Provider confirms that (on the instructions
         of the Mortgages Trustee (as trustee for the Beneficiaries)) the
         Mortgages Trustee GIC Account has been opened in its books in the name
         of the Mortgages Trustee, and it agrees to accept on deposit in the
         Mortgages Trustee GIC Account all monies transferred to the Mortgages
         Trustee from time to time subject to and upon the terms of this
         Agreement and the Bank Account Agreement.

3.       INTEREST

3.1      Interest shall accrue daily on the Mortgages Trustee GIC Balance and
         shall be paid monthly on the last Business Day of each month at a rate
         of interest equal to the Mortgages Trustee GIC Rate (calculated on the
         basis of the actual number of days elapsed and a 365 day year) by
         payment for value on the same day to the Mortgages Trustee GIC Account
         or such other accounts as the Mortgages Trustee (as trustee for the
         Beneficiaries) shall specify.

3.2      If the Mortgages Trustee GIC Provider receives notice in writing from
         (a) the Funding 1 Security Trustee or the Funding 2 Security Trustee
         (as applicable) to the effect that an Intercompany Loan Enforcement
         Notice or a Master Intercompany Loan Acceleration Notice
         (respectively) has been served or (b) from the Mortgages Trustee that
         the appointment of the Bank of Scotland plc as Cash Manager under the
         Cash Management Agreement has been terminated, then, save as otherwise
         expressly provided under the Bank Account Agreement, the Mortgages
         Trustee GIC Provider agrees that it shall, upon receipt of such notice
         from the Funding 1 Security Trustee or the Funding 2 Security Trustee
         (as applicable), comply with the directions of the Funding 1 Security
         Trustee or the Funding 2 Security Trustee or, in the case of (b)
         above, any successor cash manager appointed by the Mortgages Trustee
         and/or the Funding 1 Security Trustee and/or the Funding 2 Security
         Trustee (subject to such successor cash manager having entered into an
         agreement with the relevant Account Bank on substantially the same
         terms as this Agreement) in relation to the operation of the Mortgages
         Trustee GIC Account.

4.       WITHDRAWALS AND DEPOSITS

4.1      Subject always to the provisions of the Cash Management Agreement and
         Clause 6.3 of the Bank Account Agreement, the Mortgages Trustee may on
         any London Business Day give notice to the Mortgages Trustee GIC
         Provider that it wishes to withdraw on such date all or part of the
         Mortgages Trustee GIC Balance from the Mortgages Trustee GIC Account
         and the Mortgages Trustee GIC Provider shall comply with such notice
         and pay the amount specified in such notice to the account specified
         therein, provided that if any such notice is received after 12 noon on
         any day it shall be

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         deemed to have been received at the opening of business on the next
         following London Business Day.

4.2      The Mortgages Trustee may deposit sums in the Mortgages Trustee GIC
         Account, to the extent permitted by the terms of the Cash Management
         Agreement, and the Mortgages Trustee GIC Provider agrees to accept and
         credit to the Mortgages Trustee GIC Account such sums in accordance
         with the other terms hereof.

4.3      Subject always to the provisions of the Cash Management Agreement and
         the Bank Account Agreement, the Cash Manager may, pursuant to Clauses
         4 of the Cash Management Agreement, on any London Business Day (but
         only prior to the service of an Intercompany Loan Acceleration Notice
         or a Master Intercompany Loan Acceleration Notice), give notice to the
         Mortgages Trustee GIC Provider that it wishes to withdraw on such date
         all or part of the Mortgages Trustee GIC Balance from the Mortgages
         Trustee GIC Account and the Mortgages Trustee GIC Provider shall
         comply with such notice and pay the amount specified in such notice to
         the account specified therein, provided that if any such notice is
         received after 14:30 pm on any day it shall be deemed to have been
         received at the opening of business on the next following London
         Business Day.

5.       TERMINATION

5.1      Following termination of the Bank Account Agreement and/or closing of
         the Mortgages Trustee GIC Account in accordance with the terms of the
         Bank Account Agreement, the Mortgages Trustee may terminate this
         Agreement by serving a written notice of termination on the Mortgages
         Trustee GIC Provider.

6.       WARRANTIES

6.1      The Mortgages Trustee GIC Provider warrants to the Mortgages Trustee,
         the Funding 1 Security Trustee and the Funding 2 Security Trustee at
         the date hereof, on each date on which an amount is credited to the
         Mortgages Trustee GIC Account and on each Distribution Date, that it
         is duly incorporated under the laws of Scotland and registered as a
         public company under the Companies Act 1985 and is an institution
         authorised to carry on banking business (including accepting deposits)
         under the Financial Services and Markets Act 2000.

6.2      The Mortgages Trustee GIC Provider undertakes to notify the Mortgages
         Trustee, the Funding 1 Security Trustee and the Funding 2 Security
         Trustee immediately if, at any time during the term of this Agreement,
         either of the statements contained in Clause 6.1 ceases to be true.
         The warranties set out in Clause 6.1 shall survive the signing and
         delivery of this Agreement.

7.       ASSIGNMENT

         Save as otherwise contemplated in this Agreement, the Cash Management
         Agreement and the Mortgages Trust Deed, no party hereto (other than
         the Funding 1 Security Trustee or the Funding 2 Security Trustee) may
         assign or transfer any of its rights or obligations hereunder without
         the prior written consent of the Funding 1 Security Trustee and the
         Funding 2 Security Trustee and unless each Rating Agency has confirmed
         in writing to the Funding 1 Security Trustee and the Funding 2
         Security Trustee that such assignment or transfer would not adversely
         affect the then current ratings of the Notes. In any event any
         assignee of the Mortgages Trustee GIC Provider must be an institution
         authorised to carry on banking business (including accepting deposits)
         under the Financial Services and Markets Act 2000.

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8.       AGENCY

         The Mortgages Trustee GIC Provider agrees and confirms that, unless
         otherwise notified by the Mortgages Trustee, the Funding 1 Security
         Trustee and the Funding 2 Security Trustee or the Cash Manager, as
         agent of the Mortgages Trustee, may act on behalf of the Mortgages
         Trustee under this Agreement.

9.       INFORMATION

         The Mortgages Trustee GIC Provider shall provide to the Funding 1
         Security Trustee and/or the Funding 2 Security Trustee, or procure the
         provision to the Funding 1 Security Trustee and/or the Funding 2
         Security Trustee of, such information and evidence in respect of any
         dealing between the Mortgages Trustee and the Mortgages Trustee GIC
         Provider or otherwise under or in relation to this Agreement as the
         Funding 1 Security Trustee and/or the Funding 2 Security Trustee may
         reasonably request and the Mortgages Trustee hereby waives any right
         or duty of confidentiality which it may have or which may be owed to
         it by the Mortgages Trustee GIC Provider in respect of the disclosure
         of such information and evidence pursuant to this Clause 9.

10.      PAYMENTS AND WITHHOLDINGS

         The parties agree that payments required to be made hereunder shall be
         made in accordance with Clause 3 of the Bank Account Agreement and
         that Clauses 14 and 15 of the Bank Account Agreement shall, to the
         extent that it relates to the Mortgages Trustee GIC Account, be
         incorporated in and shall apply, mutatis mutandis, to this Agreement
         (and for this purpose references to any ACCOUNT BANK shall be deemed
         to be replaced by the MORTGAGES TRUSTEE GIC PROVIDER) such that all
         payments to be made by the Mortgages Trustee GIC Provider hereunder
         will be made upon the terms and subject to the same conditions as are
         set out in Clauses 14 and 15 of the Bank Account Agreement.

11.      NOTICES

         Any notices to be given pursuant to this Agreement to any of the
         parties hereto shall be sufficiently served if sent by prepaid first
         class post, by hand or facsimile transmission and shall be deemed to
         be given (in the case of facsimile transmission) when despatched
         (where delivered by hand) on the day of delivery if delivered before
         17.00 hours on a London Business Day or on the next London Business
         Day if delivered thereafter or on a day which is not a London Business
         Day or (in the case of first class post) when it would be received in
         the ordinary course of the post and shall be sent:

         (a)     in the case of the Mortgages Trustee: to Permanent Mortgages
                 Trustee Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD
                 (facsimile number +44 (0) 1534 726391) for the attention of
                 the Secretary;

         (b)     in the case of the Mortgages Trustee GIC Provider: to the Bank
                 of Scotland plc, Leeds Business Centre, 116 Wellington Street,
                 Leeds, LS1 4LT (facsimile number +44 (0) 1132 155804) for the
                 attention of the Associate Director with copies to: Bank of
                 Scotland plc, Halifax Division, Level 3, Lovell Park, 1 Lovell
                 Park Road, Leeds LS1 1NS (facsimile number +44 (0) 1132
                 357511) for the attention of Head of Mortgage Securitisation;
                 and Bank of Scotland plc, Treasury Division, 33 Old Broad
                 Street, London EC2N 1HZ (facsimile number +44 (020) 7574 8784)
                 for the attention of Head of Mortgage Securitisation and
                 Covered Bonds;

         (c)     in the case of the Cash Manager: to Bank of Scotland plc,
                 Halifax Division, Level 3, Lovell Park, 1 Lovell Park Road,
                 Leeds LS1 1NS (facsimile number +44 (0) 1132 357511) for the
                 attention of Head of Mortgage Securitisation with a copy to
                 Bank of Scotland plc, Treasury

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                 Division, 33 Old Broad Street, London EC2N 1HZ (facsimile no.
                 +44 (020) 7574 8784) for the attention of the Head of Mortgage
                 Securitisation and Covered Bonds; and

         (d)     in the case of the Funding 1 Security Trustee and the Funding
                 2 Security Trustee: to The Bank of New York at One Canada
                 Square, Canary Wharf, London E14 5AL (facsimile number +44
                 (020) 7964 2533) for the attention of Corporate Trust
                 Administration - ABS/MBS,

         or to such other address or facsimile number or for the attention of
         such other person or entity as may from time to time be notified by
         any party to the others by written notice in accordance with the
         provisions of this Clause 11.

12.      COUNTERPARTS AND SEVERABILITY

12.1     This Agreement may be executed in any number of counterparts (manually
         or by facsimile), and by the parties on separate counterparts, but
         shall not be effective until each party has executed at least one
         counterpart. Each counterpart shall constitute an original of this
         Agreement, but all the counterparts shall together constitute but one
         and the same instrument.

12.2     Where any provision in or obligation under this Agreement shall be
         invalid, illegal or unenforceable in any jurisdiction, the validity,
         legality and enforceability of the remaining provisions or obligations
         under this Agreement, or of such provision or obligation in any other
         jurisdiction, shall not be affected or impaired thereby.

13.      THE FUNDING 1 SECURITY TRUSTEE AND THE FUNDING 2 SECURITY TRUSTEE

         The Funding 1 Security Trustee and the Funding 2 Security Trustee have
         agreed to become parties to this Agreement for the better preservation
         and enforcement of their rights under this Agreement but shall have no
         responsibility for any of the obligations of, nor assume any
         liabilities to, the Cash Manager, the Mortgages Trustee GIC Provider
         or the Mortgages Trustee hereunder.

14.      AMENDMENTS, WAIVERS AND CONTRACTS

14.1     Subject to Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as
         applicable) and (in the case of Funding 1) Clause 25 of the Funding 1
         Deed of Charge and (in the case of Funding 2) Clause 12 of the Funding
         2 Deed of Charge, no amendment or waiver of any provision of this
         Agreement shall be effective unless the same shall be in writing and
         signed by (or by some person duly authorised by) each of the parties
         to this Agreement. In the case of a waiver, such waiver shall be
         effective only in the specific instance and as against the party or
         parties giving it for the specific purpose for which it is given. No
         single or partial exercise of, or failure or delay in exercising, any
         right under this Agreement shall constitute a waiver or preclude any
         other or further exercise of that or any other right.

14.2     Funding 1, Funding 2, the Funding 1 Security Trustee and the Funding 2
         Security Trustee will each exercise all rights, powers, benefits
         and/or discretions conferred on it under this Agreement (including,
         without limitation, in giving its consent, approval or authorisation
         to any event, matter or thing requested hereunder) in accordance with
         Clauses 2, 3 and 4 of the Controlling Beneficiary Deed (as applicable)
         and (in the case of Funding 1) Clause 25 of the Funding 1 Deed of
         Charge and (in the case of Funding 2) Clause 12 of the Funding 2 Deed
         of Charge.

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15.      EXCLUSION OF THIRD PARTY RIGHTS

         The parties to this Agreement do not intend that any term of this
         Agreement should be enforced, by virtue of the Contracts (Rights of
         Third Parties) Act 1999, by any person who is not a party to this
         Agreement.

16.      GOVERNING LAW

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

17.      SUBMISSION TO JURISDICTION

         Each party to this Agreement hereby irrevocably submits to the
         exclusive jurisdiction of the English courts in any action or
         proceeding arising out of or relating to this Agreement, and hereby
         irrevocably agrees that all claims in respect of such action or
         proceeding may be heard and determined by such courts. Each party to
         this Agreement hereby irrevocably waives, to the fullest extent it may
         possibly do so, any defence or claim that the English courts are an
         inconvenient forum for the maintenance or hearing of such action or
         proceeding. The Mortgages Trustee irrevocably appoints Structured
         Finance Management Limited located at 35 Great St. Helen's, London
         EC3A 6AP, as its agent for service of process.

IN WITNESS whereof the parties hereto have executed and delivered this
Agreement as a deed on the day and year first before written.

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                                  SIGNATORIES

MORTGAGES TRUSTEE

EXECUTED as a DEED on behalf of              ) /S/ ABU KAPADIA
PERMANENT MORTGAGES                          )
TRUSTEE LIMITED,                             )
a company incorporated in Jersey,            )
Channel Islands, by                          )
being a person who,                          )
in accordance with the laws of that          )
territory is acting under the authority of   )
the company in the presence of:

Witness's signature: /S/ CHRIS WALL

Name:

Address: ALLEN & OVERY LLP
         40 BANK STREET
         LONDON E14 5DU

CASH MANAGER AND MORTGAGES TRUSTEE GIC PROVIDER

EXECUTED as a DEED by                        ) /S/ IAN STEWART
BANK OF SCOTLAND PLC                         )
acting by its attorney                       ) /S/ DAVID WILKINSON
in the presence of:

Witness's signature: /S/ CHRIS WALL

Name:

Address: ALLEN & OVERY LLP
         40 BANK STREET
         LONDON E14 5DU

FUNDING 1 SECURITY TRUSTEE

EXECUTED as a DEED                           ) /S/ VINCENT GIRAUD
for and on behalf of                         )
THE BANK OF NEW YORK                         )
by its authorised signatory
in the presence of:                          )

Witness's signature: /S/ CHRIS WALL

Name:

Address: ALLEN & OVERY LLP
         40 BANK STREET
         LONDON E14 5DU

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FUNDING 2 SECURITY TRUSTEE

EXECUTED as a DEED                           ) /S/ VINCENT GIRAUD
for and on behalf of                         )
THE BANK OF NEW YORK                         )
by its authorised signatory
in the presence of:                          )

Witness's signature: /S/ CHRIS WALL

Name:

Address: ALLEN & OVERY LLP
         40 BANK STREET
         LONDON E14 5DU





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