Common use of PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE Clause in Contracts

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE PRINCIPAL RECEIPTS 4.1 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due PRIOR TO ENFORCEMENT OF THE CURRENT ISSUER SECURITY Prior to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge and/or the occurrence of a Trigger Event, or until such time as there are no Current Issuer Secured Obligations Notes outstanding, in making such payments and provisions Current Issuer Available Principal Receipts will be applied in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRINCIPAL PRIORITY OF PAYMENTS"): (A) first, to pay amounts due in respect of principal and such part of any termination payment due to the Note Trustee, together with interest Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment due and (payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period Series 1 Class A1 Controlled Amortisation Amount to the Note Trustee under holders of the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction DocumentSeries 1 Class A1 Notes; (B) second, amounts due in no order respect of priority between them but in proportion to the respective amounts due, to pay amounts principal and such part of any termination payment due to the Agent Bank, Series 1 Class A2 Dollar Currency Swap Provider under the Paying Agents, Series 1 Class A2 Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Transfer Agent and the Registrar, together with interest and (Series 1 Class A2 Dollar Currency Swap Provider to pay up to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period Series 1 Class A2 Controlled Amortisation Amount to the Agent Bank, holders of the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank AgreementSeries 1 Class A2 Notes; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Series 2 Class A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes; and (2) up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (D) fourth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full), in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Series 1 Class B Dollar Currency Swap Provider to pay up to the Series 1 Class B Controlled Amortisation Amount to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Series 2 Class B Euro Currency Swap Provider to pay up to the Series 2 Class B Controlled Amortisation Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortisation Amount to the holders of the Series 3 Class B Notes; and (E) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of principal from the Series 2 Class C Euro Currency Swap Provider to pay up to the Series 2 Class C Controlled Amortisation Amount to the holders of the Series 2 Class C Notes; and (3) up to the Series 3 Class C Controlled Amortisation Amount to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date is as set forth on Schedule 4. 4.2 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS FOLLOWING THE OCCURRENCE OF A NON-ASSET TRIGGER EVENT Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate that Swap Provider as a result of a Basis Rate Dollar Currency Swap Provider DefaultDefault by that Swap Provider) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, save to pay amounts (including such part of any termination payment) due to the extent such Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment may be satisfied due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by any that Swap Replacement Payment made Provider) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them, but in proportion to the Current Issueramounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; and (2) to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (D) fourth, in no order of priority between them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; and (E) last, in no order of priority between them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received from the Series 1 Class C Dollar Currency Swap Provider to repay the Series 1 Class C Notes until the Series 1 Class C Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received from the Series 2 Class C Euro Currency Swap Provider to repay the Series 2 Class C Notes until the Series 2 Class C Notes have been repaid in full; and (3) to repay the Series 3 Class C Notes until the Series 3 Class C Notes have been repaid in full.

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE PRINCIPAL RECEIPTS 4.1 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due PRIOR TO ENFORCEMENT OF THE CURRENT ISSUER SECURITY Prior to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge and/or the occurrence of a Trigger Event, or until such time as there are no Current Issuer Secured Obligations Notes outstanding, in making such payments and provisions Current Issuer Available Principal Receipts will be applied in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRINCIPAL PRIORITY OF PAYMENTS"): (A) first, to pay amounts due in respect of principal and such part of any termination payment due to the Note TrusteeSeries 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, together with interest and (save to the extent not already inclusive) VAT on those amounts, and such termination payment may be satisfied by any Swap Replacement Payment made to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Current Issuer Deed Series 1 Class A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of Charge or any other Transaction Documentthe Series 1 Class A1 Notes; (B) second, :in no order of priority between them but in proportion to the respective amounts due, to pay pay: (1) amounts due in respect of principal and such part of any termination payment due to the Agent BankSeries 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (save to the extent not already inclusive) VAT on those amounts, and such termination payment may be satisfied by any Swap Replacement Payment made to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent following a Downgrade Termination Event and Agent Bank Agreementapplied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to the Series 1 Class A2 Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes; (C) third, up to pay amounts due the Series 3 Class A Controlled Amortisation Amount to any third party creditors the holders of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current IssuerSeries 3 Class A Notes; (D) fourth, in no order of priority between them but in proportion to provided that the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management AgreementReserve Requirement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement Arrears Test and the Current Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Account Bank under Reserve Requirement, the Current Issuer Bank Account Agreement together with (to Arrears Test and the extent Subordinated Principal Test are not already inclusive) VAT satisfied on those amountssuch Payment Date, and to provide for any amounts due, or to become due but the Class A Notes have been repaid in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifthfull), in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts (including due in respect of principal and such part of any termination payment) payment due to the Current Issuer Basis Rate Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate that Swap Provider as a result of a Basis Rate Dollar Currency Swap Provider DefaultDefault by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current IssuerIssuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class B Dollar Currency Swap Provider to pay up to the Series 1 Class B Controlled Amortisation Amount to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class B Euro Currency Swap Provider to pay up to the Series 2 Class B Controlled Amortisation Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortisation Amount to the holders of the Series 3 Class B Notes; and (E) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C Euro Currency Swap Provider to pay up to the Series 2 Class C Controlled Amortisation Amount to the holders of the Series 2 Class C Notes; and (3) up to the Series 3 Class C Controlled Amortisation Amount to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date is as set forth on Schedule 4. 4.2 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS FOLLOWING THE OCCURRENCE OF A NON-ASSET TRIGGER EVENT Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, in no order of priority between them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (C) third, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (D) fourth, in no order of priority between them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; and (E) last, in no order of priority between them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class C Dollar Currency Swap Provider to repay the Series 1 Class C Notes until the Series 1 Class C Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class C Euro Currency Swap Provider to repay the Series 2 Class C Notes until the Series 2 Class C Notes have been repaid in full; and (3) to repay the Series 3 Class C Notes until the Series 3 Class C Notes have been repaid in full.

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE PRINCIPAL RECEIPTS 4.1 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due PRIOR TO ENFORCEMENT OF THE CURRENT ISSUER SECURITY Prior to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge and/or the occurrence of a Trigger Event, or until such time as there are no Current Issuer Secured Obligations Notes outstanding, in making such payments and provisions Current Issuer Available Principal Receipts will be applied in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRINCIPAL PRIORITY OF PAYMENTS"): (A) first, to pay amounts due in respect of principal and such part of any termination payment due to the Note TrusteeSeries 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, together with interest and (save to the extent not already inclusive) VAT on those amounts, and such termination payment may be satisfied by any Swap Replacement Payment made to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Current Issuer Deed Series 1 Class A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of Charge or any other Transaction Documentthe Series 1 Class A1 Notes; (B) second, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts (including due in respect of principal and such part of any termination payment) payment due to the Current Issuer Basis Rate Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate that Swap Provider as a result of a Basis Rate Dollar Currency Swap Provider DefaultDefault by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current IssuerIssuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to the Series 1 Class A2 Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes; and (2) up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (D) fourth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full), in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class B Dollar Currency Swap Provider to pay up to the Series 1 Class B Controlled Amortisation Amount to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class B Euro Currency Swap Provider to pay up to the Series 2 Class B Controlled Amortisation Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortisation Amount to the holders of the Series 3 Class B Notes; and (E) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C Euro Currency Swap Provider to pay up to the Series 2 Class C Controlled Amortisation Amount to the holders of the Series 2 Class C Notes; and (3) up to the Series 3 Class C Controlled Amortisation Amount to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date is as set forth on Schedule 4. If any Swap Collateral Available Principal Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Principal Amounts replace.

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE PRINCIPAL RECEIPTS 4.1 DISTRIBUTION OF CURRENT ISSUER AVAILABLE PRINCIPAL RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due PRIOR TO ENFORCEMENT OF THE CURRENT ISSUER SECURITY Prior to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge and/or the occurrence of a Trigger Event, or until such time as there are no Current Issuer Secured Obligations Notes outstanding, in making such payments and provisions Current Issuer Available Principal Receipts will be applied in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRINCIPAL PRIORITY OF PAYMENTS"): (A) first, to pay amounts due in respect of principal and such part of any termination payment due to the Note TrusteeSeries 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, together with interest and (save to the extent not already inclusive) VAT on those amounts, and such termination payment may be satisfied by any Swap Replacement Payment made to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Current Issuer Deed Series 1 Class A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of Charge or any other Transaction Documentthe Series 1 Class A1 Notes; (B) second, amounts due in respect of principal and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to the Series 1 Class A2 Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the respective amounts due, to pay pay: (1) amounts due in respect of principal and such part of any termination payment due to the Agent BankSeries 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (save to the extent not already inclusive) VAT on those amounts, and such termination payment may be satisfied by any Swap Replacement Payment made to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent following a Downgrade Termination Event and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later applied in accordance with this order of priority of payments payments) and from amounts received in respect of principal from the Series 1 Class A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or in any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer Pre-Enforcement Principal Priority following a Downgrade Termination Event and applied in accordance with this order of Payments), priority of which payments) and from amounts received in respect of principal from the Current Issuer Cash Manager has notice prior Series 2 Class A Euro Currency Swap Provider to pay up to the relevant Payment Date, which amounts have been incurred without breach by Series 2 Class A Controlled Amortisation Amount to the Current Issuer holders of the Transaction Documents Series 2 Class A Notes; and (3) up to which it is a party and for which payment has not been provided for elsewhere and the Series 3 Class A Controlled Amortisation Amount to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability holders of the Current Issuer for corporation tax on any chargeable income or gain of the Current IssuerSeries 3 Class A Notes; (D) fourth, in no order of priority between them but in proportion to provided that the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management AgreementReserve Requirement, the Current Issuer Corporate Services Provider under Arrears Test and [the Current Subordinated Principal Test] are satisfied on such Payment Date (or, if any of the Issuer Corporate Services Agreement Reserve Requirement, the Issuer Arrears Test [and the Current Issuer Account Bank under Subordinated Principal Test] are not satisfied on such Payment Date, but the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due Class A Notes have been repaid in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifthfull), in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts (including due in respect of principal and such part of any termination payment) payment due to the Current Issuer Basis Rate Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate that Swap Provider as a result of a Basis Rate Dollar Currency Swap Provider DefaultDefault by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current IssuerIssuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class B Dollar Currency Swap Provider to pay up to the Series 1 Class B Controlled Amortisation Amount to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class B Euro Currency Swap Provider to pay up to the Series 2 Class B Controlled Amortisation Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortisation Amount to the holders of the Series 3 Class B Notes; and (E) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and [the Subordinated Principal Test] are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C1 Euro Currency Swap Provider under the Series 2 Class C1 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C1 Euro Currency Swap Provider to pay up to the Series 2 Class C1 Controlled Amortisation Amount to the holders of the Series 2 Class C1 Notes; (3) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C2 Euro Currency Swap Provider under the Series 2 Class C2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C2 Euro Currency Swap Provider to pay up to the Series 2 Class C2 Controlled Amortisation Amount to the holders of the Series 2 Class C2 Notes; and (4) up to the Series 3 Class C Controlled Amortisation Amount to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date is as set forth on Schedule 4. If any Swap Collateral Available Principal Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Principal Amounts replace.

PRIORITY OF PAYMENTS FOR CURRENT ISSUER AVAILABLE. REVENUE RECEIPTS Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "CURRENT ISSUER PRE-ENFORCEMENT REVENUE PRIORITY OF PAYMENTS"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority between them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding interest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save ); (2) amounts due in respect of interest and such part of any termination payment due to the extent such Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment may be satisfied due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Replacement Payment made Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 2 Class A Euro Currency Swap Provider to pay interest due or overdue on the Series 2 Class A Notes to the holders of the Series 2 Class A Notes; and (5) amounts due to pay interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes; (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order of priority between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider) and from amounts received in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (J) tenth, towards a credit to the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (K) eleventh, to pay amounts due to pay interest due or overdue on the Series 3 Class D Notes to the holders of the Series 3 Class D Notes; (L) twelfth, to pay up to the Series 3 Class D Controlled Amortisation Amount to the holders of the Series 3 Class D Notes (M) thirteenth, in no order of priority between them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (N) fourteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (O) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer.