SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT

                                                                    Exhibit 4.14

                                                                 EXECUTION COPY

                  SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT

                                17 OCTOBER 2006

                      PERMANENT MORTGAGES TRUSTEE LIMITED
                             as Mortgages Trustee

                       PERMANENT FUNDING (NO. 1) LIMITED
                                 as Funding 1

                       PERMANENT FUNDING (NO. 2) LIMITED
                                 as Funding 2

                                      and

                                  HALIFAX PLC
                                   as Seller

                                 ALLEN & OVERY
                               ALLEN & OVERY LLP

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                                   CONTENTS

CLAUSE                                                                     PAGE

1.     Definitions and Interpretations........................................1
2.     Sale and assignment of Beneficial Rights...............................2
3.     Further Assurance......................................................2
4.     No Partnership or Agency...............................................2
5.     Assignment.............................................................2
6.     Amendments and Waiver..................................................3
7.     Notices................................................................3
8.     Contracts (Rights Of Third Parties) Act 1999...........................4
9.     Execution in Counterparts; Severability................................4
10.    Governing Law..........................................................4
11.    Process Agent..........................................................5

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THIS SELLER MORTGAGES TRUST ASSIGNMENT AGREEMENT (this AGREEMENT) is made as a
deed on 17 October 2006

BETWEEN:

(1)    PERMANENT FUNDING (NO. 1) LIMITED (registered number 4267660), 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 (as
       FUNDING 1);

(2)    PERMANENT FUNDING (NO. 2) LIMITED (registered number 04441772), 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 (as
       FUNDING 2);

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

(4)    HALIFAX PLC (registered number 2367076), a public limited company
       incorporated under the laws of England and Wales whose registered office
       is at Trinity Road, Halifax, West Yorkshire HX1 2RG (in its capacity as
       SELLER).

WHEREAS:

(A)    On or about 13 June 2002 the Mortgages Trustee executed the Mortgages
       Trust Deed whereby it undertook to hold the Trust Property upon trust
       for Funding 1 and the Seller absolutely in accordance with and subject
       to the terms of the Mortgages Trust Deed.

(B)    The Seller has agreed to assign to Funding 2 and Funding 2 has agreed to
       acquire from the Seller a portion of the Seller's beneficial interest in
       the Mortgages Trust on the terms and conditions set out in this
       Agreement. It is intended that by virtue of the execution of this
       Agreement and the execution of the Mortgages Trust Deed (as amended and
       restated on the date of this Agreement), Funding 2 will become a
       Beneficiary of the Mortgages Trust.

NOW IT IS HEREBY AGREED as follows:

1.     DEFINITIONS AND INTERPRETATIONS

1.1    DEFINITIONS

       The amended and restated master definitions and construction schedule
       signed by, amongst others, the parties to this Agreement and dated 17
       October 2006 (as the same may be amended, varied or supplemented from
       time to time with the consent of the parties 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 2 of the Master Definitions
       and Construction Schedule.

                                       1

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2.     SALE AND ASSIGNMENT OF BENEFICIAL RIGHTS

2.1    ASSIGNMENT

       In consideration of the payment by Funding 2 to the Seller of the
       purchase price of [POUND]100 (the receipt of which is hereby
       acknowledged), the Seller hereby sells and assigns (with full title
       guarantee, free from any Security Interest) to Funding 2 such of its
       beneficial interest under the Mortgages Trust Deed as is equal to
       [POUND]100 of that portion of the Trust Property that, as at the date of
       this Agreement, has been allocated to the Seller Share of the Trust
       Property in accordance with the provisions relating to the allocation of
       Trust Property set out in the Mortgages Trust Deed.

2.2    NOTIFICATION

       The Seller hereby intimates and gives notice to the Mortgages Trustee of
       the sale and assignment made pursuant to CLAUSE 2.1 and the Mortgages
       Trustee by its execution of this Agreement immediately subsequent to the
       execution hereof by the Seller consents to such assignment and
       acknowledges such intimation and notification thereof and confirms that
       as at the date of this Agreement it has received no notification of any
       other dealing with the Seller Share of the Trust Property or any part
       thereof except in accordance with the terms of the Transaction
       Documents.

2.3    EFFECT OF ASSIGNMENT

       The parties hereto acknowledge that following the sale and assignment
       effected p