Common use of DISTRIBUTION OF PRINCIPAL RECEIPTS PRIOR TO THE Clause in Contracts

DISTRIBUTION OF PRINCIPAL RECEIPTS PRIOR TO THE. OCCURRENCE OF A TRIGGER EVENT: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date, the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) to the Seller an amount in respect of any Initial Consideration (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial Consideration) above; (b) to Funding an amount in respect of each Issuer which is equal to the lesser of: (i) the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amount due, if any, on the Payment Date immediately succeeding such Distribution Date; and (ii) an amount equal to: Outstanding Principal Balance on such Issuer's Intercompany Loan Mortgages Trustee Principal Receipts x Current Funding Share Percentage x ------------------------------------------------- Aggregate Outstanding Principal Balance on all Intercompany Loans (c) to Funding an amount in respect of each Issuer towards any principal amount remaining due and payable (following the payment to Funding set forth in (b) above) on the immediately succeeding Payment Date under any Intercompany Loan; and (d) if such Distribution Date is not a Seller Share Event Distribution Date, all remaining Mortgages Trustee Principal Receipts to the Seller (as Beneficiary), PROVIDED THAT in relation to (a) through (d) above the following rules (the "RULES FOR THE APPLICATION OF MORTGAGES TRUSTEE PRINCIPAL RECEIPTS") shall apply: (1) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, or otherwise upon the occurrence of any Trigger Event, principal payments in respect of the Intercompany Loan of that Issuer may be made in excess of any Controlled Amortisation Amount and paragraph (b)(i) above shall no longer apply in relation to that Issuer and, except following a Non-Asset Trigger Event, the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of that Issuer on that Distribution Date may not exceed the amount determined under paragraph (b)(ii) above. (2) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, then for the purpose of calculating the amount in respect of that Issuer under paragraph (b)(ii) above, that amount may be reduced to the extent of any remaining amounts standing to the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve Ledger (if any) for that Issuer which are to be utilised on the immediately succeeding Payment Date to repay principal on that Issuer's Intercompany Loan, but only to the extent that those amounts would not otherwise be payable on that Intercompany Loan on that Payment Date. (3) The amount of Mortgages Trustee Principal Receipts payable to Funding in respect of each Issuer on a Distribution Date will be reduced in proportion to the aggregate of the Issuer Available Revenue Receipts of that Issuer which are to be applied on the immediately succeeding Payment Date in reduction of deficiencies recorded on the Issuer Principal Deficiency Ledger of that Issuer, but only to the extent that the Issuer Available Revenue Receipts which are to be so applied on that Payment Date would not otherwise be payable as principal on the relevant Notes on that Payment Date. (4) For the purpose of determining the Mortgages Trustee Principal Receipts to be distributed to Funding in respect of the amount due on the Intercompany Loan of any Issuer under (b) and (c) above, the Outstanding Principal Balance of that Intercompany Loan shall be deemed to be reduced by the amount of:

DISTRIBUTION OF PRINCIPAL RECEIPTS PRIOR TO THE. OCCURRENCE OF A TRIGGER EVENT: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date, the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) to the Seller an amount in respect of any Initial Consideration Special Distribution (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial ConsiderationSpecial Distribution) above; (b) to Funding an amount in respect of each Issuer which is equal to the lesser of: (i) the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amount due, if any, on the Payment Date immediately succeeding such Distribution Date; and (ii) an amount equal to: Outstanding Principal Balance on such Issuer's Intercompany Loan Mortgages Trustee Principal Receipts x Current -------------------------------- Funding Share Percentage x ------------------------------------------------- Aggregate Outstanding Principal Balance on all Intercompany Loans (c) to Funding an amount in respect of each Issuer towards any principal amount remaining due and payable (following the payment to Funding set forth in (b) above) on the immediately succeeding Payment Date under any Intercompany Loan; and (d) if such Distribution Date is not a Seller Share Event Distribution Date, all remaining Mortgages Trustee Principal Receipts to the Seller (as Beneficiary), PROVIDED THAT in relation to (a) through (d) above the following rules (the "RULES FOR THE APPLICATION OF MORTGAGES TRUSTEE PRINCIPAL RECEIPTS") shall apply: (1) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, or otherwise upon the occurrence of any Trigger Event, principal payments in respect of the Intercompany Loan of that Issuer may be made in excess of any Controlled Amortisation Amount and paragraph (b)(i) above shall no longer apply in relation to that Issuer and, except following a Non-Asset Trigger Event, the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of that Issuer on that Distribution Date may not exceed the amount determined under paragraph (b)(ii) above. (2) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, then for the purpose of calculating the amount in respect of that Issuer under paragraph (b)(ii) above, that amount may be reduced to the extent of any remaining amounts standing to the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve Ledger (if any) for that Issuer which are to be utilised on the immediately succeeding Payment Date to repay principal on that Issuer's Intercompany Loan, but only to the extent that those amounts would not otherwise be payable on that Intercompany Loan on that Payment Date. (3) The amount of Mortgages Trustee Principal Receipts payable to Funding in respect of each Issuer on a Distribution Date will be reduced in proportion to the aggregate of the Issuer Available Revenue Receipts of that Issuer which are to be applied on the immediately succeeding Payment Date in reduction of deficiencies recorded on the Issuer Principal Deficiency Ledger of that Issuer, but only to the extent that the Issuer Available Revenue Receipts which are to be so applied on that Payment Date would not otherwise be payable as principal on the relevant Notes on that Payment Date. (4) For the purpose of determining the Mortgages Trustee Principal Receipts to be distributed to Funding in respect of the amount due on the Intercompany Loan of any Issuer under (b) and (c) above, the Outstanding Principal Balance of that Intercompany Loan shall be deemed to be reduced by the amount of:

DISTRIBUTION OF PRINCIPAL RECEIPTS PRIOR TO THE. OCCURRENCE OF A TRIGGER EVENT: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date, the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) to the Seller an amount in respect of any Initial Consideration (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial Consideration) above; (b) to Funding an amount in respect of each Issuer which is equal to the lesser of: (i) the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amount Amounts due, if any, on the Payment Date immediately succeeding such Distribution DateDate (in each case determined on the assumption that each such amount will not be restricted and/or deferred on that Payment Date in any of the circumstances described [in any of the priority of payments]; and (ii) an amount equal to: Outstanding Principal Balance on such Current Funding Share Percentage Issuer's Intercompany Loan Mortgages Trustee Principal Receipts x Current Funding Share Percentage calculated on the immediately x ------------------------------------------------- ------------------------------------- preceding Distribution Date Aggregate Outstanding Principal Balance on all Intercompany Loans (c) to Funding an amount in respect of each Issuer towards any principal amount remaining which will be due and payable (following the payment to Funding set forth in (b) above) on the immediately succeeding Payment Date under any Intercompany LoanLoan (in each case determined on the assumption that each such principal amount will not be restricted and/or deferred on that Payment Date in any of the circumstances described in any of the priorities of payments) plus an amount equal to the amount which Funding will be required to apply on that Payment Date under item (A) of the Funding Pre-Enforcement Principal Priority of Payments, and; and (d) if such Distribution Date is not a Seller Share Event Distribution Date, all remaining Mortgages Trustee Principal Receipts to the Seller (as Beneficiary), PROVIDED THAT in relation to (a) through (d) above the following rules (the "RULES FOR THE APPLICATION OF MORTGAGES TRUSTEE PRINCIPAL RECEIPTS") shall apply: (1) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, or otherwise upon the occurrence of any Trigger Event, principal payments in respect of the Intercompany Loan of that Issuer may be made in excess of any Controlled Amortisation Amount and paragraph (b)(i) above shall no longer apply in relation to that Issuer and, except following a Non-Asset Trigger Event, the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of that Issuer on that Distribution Date may not exceed the amount determined under paragraph (b)(ii) above. (2) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, then for the purpose of calculating the amount in respect of that Issuer under paragraph (b)(ii) above, that amount may be reduced to the extent of any remaining amounts standing to the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve Ledger (if any) for that Issuer which are to be utilised on the immediately succeeding Payment Date to repay principal on that Issuer's Intercompany Loan, but only to the extent that those amounts would not otherwise be payable on that Intercompany Loan on that Payment Date. (3) The amount of Mortgages Trustee Principal Receipts payable to Funding in respect of each Issuer on a Distribution Date will be reduced in proportion to the aggregate of the Issuer Available Revenue Receipts of that Issuer which are to be applied on the immediately succeeding Payment Date in reduction of deficiencies recorded on the Issuer Principal Deficiency Ledger of that Issuer, but only to the extent that the Issuer Available Revenue Receipts which are to be so applied on that Payment Date would not otherwise be payable as principal on the relevant Notes on that Payment Date. (4) For the purpose of determining the Mortgages Trustee Principal Receipts to be distributed to Funding in respect of the amount due on the Intercompany Loan of any Issuer under (b) and (c) above, the Outstanding Principal Balance of that Intercompany Loan shall be deemed to be reduced by the amount of:

DISTRIBUTION OF PRINCIPAL RECEIPTS PRIOR TO THE. OCCURRENCE OF A TRIGGER EVENT: Subject as provided in Clause 8.8 (Adjustments on Distribution Dates), prior to the occurrence of a Trigger Event (and whether or not there has been an enforcement of the Funding Security or any Issuer Security), on each Distribution Date, the Cash Manager (at the direction of the Mortgages Trustee acting on behalf of the Beneficiaries at their direction and with their consent which is hereby given) shall, subject to the provisos below, allocate and distribute Mortgages Trustee Principal Receipts as follows: (a) to the Seller an amount in respect of any Initial Consideration Special Distribution (if any) which is then allocable and payable to the Seller under Clause 6.3 (Initial ConsiderationSpecial Distribution) above; (b) to Funding an amount in respect of each Issuer which is equal to the lesser of: (i) the principal amount due on the Intercompany Loan of such Issuer equal to the Controlled Amortisation Amount due, if any, on the Payment Date immediately succeeding such Distribution Date; and (ii) an amount equal to: Outstanding Principal Balance on such Issuer's Intercompany Loan Mortgages Trustee Principal Receipts x Current Funding Share Percentage x ------------------------------------------------- x_______________________________________________ Aggregate Outstanding Principal Balance on all Intercompany Loans (c) to Funding an amount in respect of each Issuer towards any principal amount remaining due and payable (following the payment to Funding set forth in (b) above) on the immediately succeeding Payment Date under any Intercompany Loan; and (d) if such Distribution Date is not a Seller Share Event Distribution Date, all remaining Mortgages Trustee Principal Receipts to the Seller (as Beneficiary), PROVIDED THAT in relation to (a) through (d) above the following rules (the "RULES FOR THE APPLICATION OF MORTGAGES TRUSTEE PRINCIPAL RECEIPTS") shall apply: (1) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, or otherwise upon the occurrence of any Trigger Event, principal payments in respect of the Intercompany Loan of that Issuer may be made in excess of any Controlled Amortisation Amount and paragraph (b)(i) above shall no longer apply in relation to that Issuer and, except following a Non-Asset Trigger Event, the amount of Mortgages Trustee Principal Receipts to be distributed to Funding in respect of that Issuer on that Distribution Date may not exceed the amount determined under paragraph (b)(ii) above. (2) If the Notes of any Issuer have become immediately due and payable as a result of the service of a Note Enforcement Notice or if the Intercompany Loan of any Issuer (and the other Intercompany Loans of any other Issuers) have become immediately due and payable as a result of the service of an Intercompany Loan Enforcement Notice, then for the purpose of calculating the amount in respect of that Issuer under paragraph (b)(ii) above, that amount may be reduced to the extent of any remaining amounts standing to the credit of the Issuer Reserve Ledger and/or the Issuer Liquidity Reserve Ledger (if any) for that Issuer which are to be utilised on the immediately succeeding Payment Date to repay principal on that Issuer's Intercompany Loan, but only to the extent that those amounts would not otherwise be payable on that Intercompany Loan on that Payment Date. (3) The amount of Mortgages Trustee Principal Receipts payable to Funding in respect of each Issuer on a Distribution Date will be reduced in proportion to the aggregate of the Issuer Available Revenue Receipts of that Issuer which are to be applied on the immediately succeeding Payment Date in reduction of deficiencies recorded on the Issuer Principal Deficiency Ledger of that Issuer, but only to the extent that the Issuer Available Revenue Receipts which are to be so applied on that Payment Date would not otherwise be payable as principal on the relevant Notes on that Payment Date. (4) For the purpose of determining the Mortgages Trustee Principal Receipts to be distributed to Funding in respect of the amount due on the Intercompany Loan of any Issuer under (b) and (c) above, the Outstanding Principal Balance of that Intercompany Loan shall be deemed to be reduced by the amount of: