Common use of Pre-Acceleration Priorities of Payment Clause in Contracts

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation); and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time during which no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Canadian Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five 12 months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Substitution Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)date; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor Partnership and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GDA Account, in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, one or more Rating Agencies downgrades the ratings unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor Partnership (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor Partnership shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts, respectively. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. ‌ (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Canadian Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GIC Account, in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 5, and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will applyapply from such Guarantor Accounts: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2d) IfNotwithstanding anything herein to the contrary, at any time as further set forth in Section 6.6, prior to the occurrence earlier of an Issuer Event of DefaultDefault or a Covered Bond Guarantee Activation Event:‌ (i) (x) the Issuer shall be obligated to fund each Party B Initial Exchange Amount and the Party B Final Exchange Amount payable by the Guarantor under the Covered Bond Swap Agreement by way of Issue Advances pursuant to the Intercompany Loan Agreement, which funding by the Issuer shall be the sole source of the funding for such amounts, (y) such Issue Advances received will be paid by the Guarantor directly to the Covered Bond Swap Counterparty without application of the Priority of Payments and (z) to the extent such Issue Advances are not received from the Issuer, no corresponding amounts shall be payable to the Covered Bond Swap Provider by the Guarantor under clause (d)(ii) of Schedule 5; (ii) each Party A Initial Exchange Amount, the ratings Party A Final Exchange Amount and the Party A Payment Amount received under the Covered Bond Swap Agreement by the Guarantor will be remitted directly to the Issuer (or as the Issuer may direct) as repayment in full of principal due in relation to the corresponding Issue Advance, without application of the Priority of Payments; and (iii) each Canadian dollar denominated Issue Advance received from the Issuer fall below in return for the Reserve Fund Required Party A Payment Amount Ratingsreceived by the Guarantor under the Covered Bond Swap Agreement will be applied to make, or provide for payment of, interest due on the Intercompany Loan in accordance with the Priority of Payments. (2) The Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.Section‌

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time during which no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Toronto Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five twelve months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)date; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GDA Account, in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, one or more Rating Agencies downgrades the ratings unsecured, unsubordinated and unguaranteed debt obligations or issuer default rating of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) the Yield Supplement Required Amount if applicable in accordance with Section 6.1(3); (iv) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (ivv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GIC Account, in an amount equal to the lower of of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings by one or more Rating Agency of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Revenue. Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts. (3) The Guarantor (or the Cash Manager on its behalf), shall credit or cause to be credited to the Yield Supplement Fund such amount of funds up to an amount equal to the Yield Supplement Required Amount with Available Revenue Receipts on each applicable Guarantor Payment Date; provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Yield Supplement Ledger in the Pre-Acceleration Revenue Priority of Payments on each such Guarantor Payment Date. (4) The Guarantor shall deposit to the Yield Supplement Fund such amounts it receives from the Issuer pursuant to the terms of the Intercompany Loan Agreement or as a result of the receipt by the Guarantor of a Cash Capital Contribution for such purpose by the Limited Partner pursuant to Section 3.4(3). (5) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor LP Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor LP Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation); and (iviii) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor LP Payment Date; (b) on each Guarantor LP Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Revenue Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor Partnership and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor LP Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor Partnership (or the Cash Manager Manger on its behalf): (a) shall establish the Reserve Fund and on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.39.3 based on funds in the GIC Account; and (b) provided that the Guarantor Partnership shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and Pre-Acceleration Principal Priority of Payments, on each subsequent Guarantor LP Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor LP Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor LP Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Canadian Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GIC Account, in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings by one or more Rating Agency of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Canadian Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), or apply such Available Revenue Receipts and Available Principal Receipts directly from the GIC Account, in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; andand MT DOCS 14908732v9 (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings by one or more Rating Agency of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Revenue. Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1a) Subject to Section 6.1(26.1(b), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (ai) the Managing GP (or the Cash Manager Manager), on its behalf) behalf of the Partnership, shall on or before the Montreal Business Day that is at least two days (2) Montreal Business Days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (iA) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (iiB) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(26.1(b); (iiiC) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Pre-Maturity Liquidity Eligible Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (ivD) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (bii) on each Guarantor Payment Date, the Managing GP (or the Cash Manager Manager), on its behalf of the Partnership, will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor Partnership and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Pre Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (ciii) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager Manager), on its behalf) behalf of the Partnership, will apply: (iA) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (iiB) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2b) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings by one or more Rating Agencies of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor Partnership (or the Cash Manager Manager), on its behalf):behalf of the Partnership: (ai) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (bii) provided that the Guarantor Partnership shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts. (3c) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Pre-Maturity Liquidity Eligible Assets standing to the credit of the Pre-Pre- Maturity Liquidity Ledger at such date is less than the Pre-Maturity Liquidity Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation)Amount; and (iv) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor Payment Date; (b) on each Guarantor Payment Date, the Managing GP (or the Cash Manager on its behalf behalf) will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA Account; and (c) on each Guarantor Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer assigned by one or more Rating Agencies fall below the Reserve Fund Required Amount Ratings, the Guarantor (or the Cash Manager on its behalf): (a) shall establish the Reserve Fund on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and the Pre-Acceleration Principal Priority of Payments on each subsequent Guarantor Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts and Available Principal Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor LP Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor LP Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation); and (iviii) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor LP Payment Date; (b) on each Guarantor LP Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Revenue Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor Partnership and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor LP Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 in the order of priority set forth in Schedule 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 in the order of priority set forth in Schedule 6 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor Partnership (or the Cash Manager Manger on its behalf): (a) shall establish the Reserve Fund and on the GDA Account in the books of account of the Partnership maintained pursuant to Section 9.39.3 based on funds in the GIC Account; and (b) provided that the Guarantor Partnership shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Pre- Acceleration Revenue Priority of Payments and Pre-Acceleration Principal Priority of Payments, on each subsequent Guarantor LP Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor LP Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor LP Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor LP Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor LP Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation); and (iviii) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor LP Payment Date; (b) on each Guarantor LP Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Revenue Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor Partnership and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 4 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 5 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor LP Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 4 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 4 in the order of priority set forth in Schedule 5 4 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 5 in the order of priority set forth in Schedule 6 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor Partnership (or the Cash Manager Manger on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor Partnership shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments and Pre-Acceleration Principal Priority of Payments, on each subsequent Guarantor LP Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor LP Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor LP Payment Date.

Pre-Acceleration Priorities of Payment. (1) Subject to Section 6.1(2), at any time no Asset Coverage Test Breach Notice is outstanding and no Covered Bond Guarantee Activation Event has occurred: (a) the Managing GP (or the Cash Manager on its behalf) shall on or before the Business Day that is at least two days prior to any Guarantor LP Payment Date calculate the following amounts as of the immediately preceding Calculation Date: (i) the amount of Available Revenue Receipts available for distribution on the immediately following Guarantor LP Payment Date; (ii) the Reserve Fund Required Amount if applicable in accordance with Section 6.1(2); (iii) where the Pre-Maturity Test has been breached in respect of a Series of Hard Bullet Covered Bonds, on each Calculation Date falling in the five months prior to the Final Maturity Date of the relevant Series of Hard Bullet Covered Bonds, whether or not the amount standing to the credit of the Pre-Maturity Liquidity Ledger including the principal amount of any Substitute Assets standing to the credit of the Pre-Maturity Liquidity Ledger at such date is less than the Required Redemption Amount for the relevant Series of Hard Bullet Covered Bonds at such date (together with the Required Redemption Amount of all other Series of Hard Bullet Covered Bonds which mature within 12 months of the date of such calculation); and (iviii) the amount of Available Principal Receipts available for distribution on the immediately following Guarantor LP Payment Date; (b) on each Guarantor LP Payment Date, the Managing GP or the Cash Manager on its behalf will transfer Available Revenue Receipts from the Revenue Ledger to the Payment Ledger and Available Principal Receipts from the Principal Revenue Ledger to the Payment Ledger, and use (or direct the Cash Manager to use) Available Revenue Receipts and Available Principal Receipts held by the Cash Manager for and on behalf of the Guarantor LP and, as necessary, transfer Available Revenue Receipts and Available Principal Receipts from the GDA GIC Account to the Transaction Account (to the extent maintained), in an amount equal to the lower of (a) the amount required to make the payments set out in Schedule 5 4 (the “Pre- Pre-Acceleration Revenue Priority of Payments”) in the case of Available Revenue Receipts and Schedule 6 5 (the “Pre-Acceleration Principal Priority of Payments”) in the case of Available Principal Receipts, and (b) the aggregate amount of Available Revenue Receipts and Available Principal Receipts standing to the credit of the GDA GIC Account; and (c) on each Guarantor LP Payment Date (except for the amounts due to third parties by the Partnership under Section (a) of Schedule 5 4 and any Third Party Amounts, which in each case shall be paid when due), the Managing GP (or the Cash Manager on its behalf) will apply: (i) Available Revenue Receipts to make the payments and provisions set forth in Schedule 5 4 in the order of priority set forth in Schedule 5 4 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full); and (ii) Available Principal Receipts to make the payments, provisions or credits set forth in Schedule 6 5 in the order of priority set forth in Schedule 6 5 (in each case only if and to the extent that payments or provisions of a higher priority have been made in full). (2) If, at any time prior to the occurrence of an Issuer Event of Default, the ratings of the Issuer fall below the Reserve Fund Required Amount Ratings, the Guarantor LP (or the Cash Manager Manger on its behalf): (a) shall establish the Reserve Fund on the GDA GIC Account in the books of account of the Partnership maintained pursuant to Section 9.3; and (b) provided that the Guarantor LP shall have paid all of its obligations in respect of items ranking higher than the Reserve Ledger in the Pre-Acceleration Revenue Priority of Payments on each subsequent Guarantor LP Payment Date, shall credit or cause to be credited to the Reserve Fund funds up to an amount equal to the Reserve Fund Required Amount with Available Revenue Receipts. (3) At any time that no Asset Coverage Test Breach Notice is outstanding and a Covered Bond Guarantee Activation Event has not occurred, any Cash Capital Contributions made by the Limited Partner from time to time (excluding its initial Cash Capital Contribution) shall be distributed, if permitted in accordance with Section 3.6, to the Limited Partner as a Capital Distribution on each Guarantor LP Payment Date unless otherwise agreed to by the Limited Partner prior to such Guarantor LP Payment Date.