AMENDED AND RESTATED FUNDING 2 GUARANTEED        EXHIBIT 10.1
                              INVESTMENT CONTRACT

                               21 NOVEMBER 2007

                       PERMANENT FUNDING (NO. 2) LIMITED
                                 AS FUNDING 2

                                      AND

                             BANK OF SCOTLAND PLC
                  AS CASH MANAGER AND FUNDING 2 GIC PROVIDER

                                      AND

                             THE BANK OF NEW YORK
                         AS FUNDING 2 SECURITY TRUSTEE

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                                   CONTENTS

CLAUSE                                                                     PAGE

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

Signatories...................................................................6

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THIS AMENDED AND RESTATED FUNDING 2 GUARANTEED INVESTMENT CONTRACT (this
AGREEMENT) is made as a deed on 21 November 2007

BETWEEN:

(1)      PERMANENT FUNDING (NO. 2) LIMITED (registered number 4441772), a
         private limited company incorporated under the laws of England and
         Wales whose registered office is at 35 Great St. Helen's, London EC3A
         6AP (FUNDING 2);

(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 FUNDING 2 GIC PROVIDER); and

(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
         capacity as the FUNDING 2 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 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 to
         Funding 2.

(B)      The Cash Management Agreement provides that Funding 2 shall invest its
         liquid funds from time to time in interest bearing accounts and the
         Funding 2 GIC Provider has provided such an account pursuant to and on
         the terms of Funding 2 Guaranteed Investment Contract and the Funding
         2 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 Funding 2 Guaranteed Investment Contract) were
         transferred to Bank of Scotland.

(D)      The parties hereto have agreed to amend and restate the Funding 2
         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 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 Agreement) (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 amended, varied or supplemented from time to time)
         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.

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1.2      This Agreement amends and restates the Funding 2 Guaranteed Investment
         Contract dated 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 to the Principal Agreement shall be extinguished and shall
         instead be governed by this Agreement.

2.       THE FUNDING 2 GIC ACCOUNT

         The Funding 2 GIC Provider confirms that (on the instructions of
         Funding 2) the Funding 2 GIC Account has been opened in its books in
         the name of Funding 2, and it agrees to accept on deposit in the
         Funding 2 GIC Account all monies transferred, from time to time to
         that account, subject to and upon the terms of this Agreement, the
         Bank Account Agreement, the Cash Management Agreement and the Funding
         2 Deed of Charge.

3.       INTEREST

3.1      Interest shall accrue daily on the Funding 2 GIC Balance and shall be
         paid monthly on the last Business Day of each month at a rate of
         interest equal to the Funding 2 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 Funding 2 GIC Account or such other
         accounts as Funding 2 shall specify.

3.2      In the event that a Master Intercompany Loan Acceleration Notice is
         served on Funding 2 by the Funding 2 Security Trustee, then, on the
         date of such Master Intercompany Loan Acceleration Notice, the Funding
         2 GIC Provider shall pay to the Funding 2 Security Trustee the
         aggregate of all interest accrued on the Funding 2 GIC Account on each
         day during the Interest Period in which such Master Intercompany Loan
         Acceleration Notice is served up to (but excluding) the date of such
         Master Intercompany Loan Acceleration Notice. As and from the date of
         such Master Intercompany Loan Acceleration Notice, the Funding 2 GIC
         Provider shall comply with the directions of the Funding 2 Security
         Trustee in relation to the Funding 2 GIC Account.

4.       WITHDRAWALS AND DEPOSITS

4.1      Subject always to the provisions of the Cash Management Agreement,
         Clause 6.3 of the Bank Account Agreement and the Funding 2 Deed of
         Charge, Funding 2 or the Cash Manager on behalf of Funding 2, may on
         any London Business Day give notice to the Funding 2 GIC Provider that
         it wishes to withdraw on such date all or part of the Funding 2 GIC
         Balance from the Funding 2 GIC Account and the Funding 2 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 2.30 p.m. on any day it shall be deemed to
         have been received at the opening of business on the next following
         London Business Day.

4.2      Funding 2 may deposit sums in the Funding 2 GIC Account, to the extent
         permitted by the terms of the Cash Management Agreement and the
         Funding 2 Deed of Charge, and the Funding 2 GIC Provider agrees to
         accept and credit to the Funding 2 GIC Account such sums in accordance
         with the other terms hereof.

5.       TERMINATION

5.1      Following termination of the Funding 2 Bank Account Agreement and/or
         closing of the Funding 2 GIC Account in accordance with the Funding 2
         Bank Account Agreement, Funding 2 or the Funding 2 Security Trustee
         may terminate this Agreement by serving a written notice of
         termination on the Funding 2 GIC Provider.

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6.       WARRANTIES

6.1      The Funding 2 GIC Provider warrants to Funding 2 and the Funding 2
         Security Trustee at the date hereof, on each date on which an amount
         is credited to the Funding 2 GIC Account and on each Funding 2
         Interest Payment Date, that it is duly incorporated with limited
         liability 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 Funding 2 GIC Provider undertakes to notify Funding 2 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

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

7.2      Notwithstanding the provisions of Clause 7.1 above, the parties hereto
         acknowledge that Funding 2 may assign all its rights, title and
         interest in this Agreement to the Funding 2 Security Trustee, for the
         benefit of the Funding 2 Secured Creditors, under the Funding 2 Deed
         of Charge.

8.       AGENCY

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

9.       INFORMATION

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

10.      MODIFICATION

         Save as otherwise provided herein, no amendment, modification or
         variation of this Agreement shall be effective unless it is in writing
         and signed by (or by some person duly authorised by) each of the
         parties hereto and each of the Rating Agencies has confirmed that such
         amendment, modification or variation will not adversely affect the
         then current ratings of any of the Notes of the Master Issuer.

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11.      PAYMENTS AND WITHHOLDINGS

         The parties agree that payments required to be made hereunder shall be
         made in accordance with Clause 3 of the Funding 2 Bank Account
         Agreement and that Clauses 14 and 15 of the Funding 2 Bank Account
         Agreement shall, to the extent that it relates to the Funding 2 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 FUNDING 2 GIC PROVIDER) such that all
         payments to be made by the Funding 2 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 Funding 2 Bank Account Agreement.

12.      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 Funding 2: to Permanent Funding (No. 2)
                 Limited, 35 Great St. Helen's, London EC3A 6AP (facsimile
                 number +44 (020) 7398 6325) for the attention of the Secretary
                 with a copy to 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; and

         (b)     in the case of the Funding 2 GIC Provider: to 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 the Head of Mortgage Securitisation with a copy
                 to Bank of Scotland plc, Treasury Division, 33 Old Broad
                 Street, London EC2N 1HZ (facsimile number +44 (020) 7574 8784)
                 for the attention of the Head of Mortgage Securitisation and
                 Cover Bonds; and

         (d)     in the case of the Funding 2 Security Trustee: to The Bank of
                 New York, One Canada Square, London E14 5AL (facsimile number
                 +44 (0) 20 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 12.

13.      COUNTERPARTS AND SEVERABILITY

13.1     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

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

13.2     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.

14.      THE FUNDING 2 SECURITY TRUSTEE

         The Funding 2 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 responsibility for any of the
         obligations of, nor assume any liabilities to, the Cash Manager, the
         Funding 2 GIC Provider or Funding 2 hereunder.

15.      AMENDMENTS

         Subject to Clause 24 of the Funding 2 Deed of Charge (Supplemental
         Provisions Regarding the Funding 2 Security Trustee), any amendments
         to this Agreement will be made only with the prior written consent of
         each party to this Agreement.

16.      EXCLUSION OF THIRD PARTY RIGHTS

         The parties to this Agreement do not intend that any term of this
         Agreement should be enforced, by virtue of the Contracts (Rights of
         Third Parties) Act 1999, by any person who is not a party to this
         Agreement but without prejudice to the rights of the Funding 2
         Security Trustee as assignee under the Funding 2 Deed of Charge.

17.      GOVERNING LAW

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

18.      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.

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

FUNDING 2

EXECUTED as a DEED by                   ) /S/ CLAUDIA WALLACE
PERMANENT FUNDING (NO. 2)               )
LIMITED acting by two directors         ) /S/ HELENA WHITAKER

FUNDING 2 GIC PROVIDER AND CASH MANAGER

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 2 SECURITY TRUSTEE

EXECUTED as a DEED                      )
for and on behalf of                    )  /S/ VINCENT GIRAUD
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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