Common use of Priority of Payments for Current Clause in Contracts

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Current Issuer Available Principal Receipts Prior to Enforcement of the Current Issuer Security Prior to 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 Notes outstanding, Current Issuer Available Principal Receipts will be applied in the following order of priority (the "Current Issuer Pre-Enforcement Principal Priority of Payments"): (A) first, amounts due in respect of principal and 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 received by 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 A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of the 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 received by 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 amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 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 received by 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 A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received by 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 A2 Euro Currency Swap Provider to pay up to the Series 2 Class A2 Controlled Amortisation Amount to the holders of the Series 2 Class A2 Notes; and (3) to pay 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) no order of priority among 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap 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 Amortization 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap 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 Amortization Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortization Amount to the holders of the Series 3 Class B Notes; (E) fifth, 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 among 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 M Dollar Currency Swap Provider under the Series 1 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class M Dollar Currency Swap Provider to pay up to the Series 1 Class M Controlled Amortization Amount to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class M Euro Currency Swap Provider to pay up to the Series 2 Class M Controlled Amortization Amount to the holders of the Series 2 Class M Notes; and (3) up to the Series 3 Class M Controlled Amortization Amount to the holders of the Series 3 Class M Notes; and (F) 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) in no order of priority among 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 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 received by 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 received by 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 Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Interest Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by 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 interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by 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 interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 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 that such termination payment may be satisfied by any Swap Replacement Payment received by 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 interest from the Series 2 Class A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of interest due or overdue on the Series 2 Class A1 Notes; (25) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received by 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 interest from the Series 2 Class A2 Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 2 Class A2 Notes; and (36) amounts due to pay up to on each Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 to credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal 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 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 received by 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 interest from the Series 2 Class C Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, to credit 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; (M) thirteenth, on the Interest Payment Date falling in December of each class year, to pay to the Issuer Cash Manager an amount equal to the amount of any debit balance in the Issuer Transaction Account as permitted by the Issuer Cash Manager and outstanding as at such Interest Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Notes 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; (O) fifteenth, 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 each Payment Date is as set forth on Schedule 4or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Principal Revenue Amounts are received by the Current Issuer on a Interest Payment Date, such Swap Collateral Available Principal Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Interest Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Principal Revenue Amounts replace. If, on any Interest Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Interest Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Interest Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Interest Payment Date.

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by 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 interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by 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 interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 1 Class A1 A3 Dollar Currency Swap Provider under the Series 2 1 Class A1 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 that such termination payment may be satisfied by any Swap Replacement Payment received by 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 interest from the Series 2 1 Class A1 A3 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 2 1 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 A3 Notes; (25) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A2 A Euro Currency Swap Provider under the Series 2 Class A2 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 received by 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 interest from the Series 2 Class A2 A Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount A Notes to the holders of the Series 2 Class A2 A Notes; and (36) amounts due to pay up to on each Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes;; and (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and. (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each payment date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such payment date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 to credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class C C1 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 received by 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 interest from the Series 2 Class C Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, to credit 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; (M) thirteenth, in no order of each class of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Notes 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 each Payment Date is as set forth on Schedule 4or paid at item (C) above; and (O) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Principal Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Revenue 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 Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by 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 interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by 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 interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 1 Class A1 A3 Dollar Currency Swap Provider under the Series 2 1 Class A1 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 that such termination payment may be satisfied by any Swap Replacement Payment received by 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 interest from the Series 2 1 Class A1 A3 Dollar Currency Swap Provider (and, to the extent such amounts are insufficient to pay up to interest due or overdue on the Series 2 1 Class A1 Controlled Amortisation Amount A3 notes, from amounts comprised in the Current Issuer Available Revenue Receipts converted into U.S. Dollars at the then prevailing spot rate of exchange) to the holders of pay interest due or overdue on the Series 2 1 Class A1 A3 Notes; (25) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A2 A Euro Currency Swap Provider under the Series 2 Class A2 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 received by 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 interest from the Series 2 Class A2 A Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount A Notes to the holders of the Series 2 Class A2 A Notes; and (36) amounts due to pay up to on each Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes;; and (2) amounts due in respect of principal 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 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 received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and. (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 received by swap replacement payment made to the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each payment date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such payment date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 towards a credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal interest and such part of any termination payment or any part thereof due to the Series 2 Class C C1 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 received by 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 interest from the Series 2 Class C Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, 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; (M) thirteenth, in no order of each class of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Notes 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 each Payment Date is as set forth on Schedule 4or paid at item (C) above; and (O) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Principal Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Revenue 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 Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A1 Dollar Euro Currency Swap Provider under the Series 2 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 received by 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 A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class A2 A1 Euro Currency Swap Provider to pay up on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 2 Class A2 Notes; and (36) amounts due to pay up to on each Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M C Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 to credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 on each Payment Date in respect of principal interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class C Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, to credit 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; (M) thirteenth, on the Payment Date falling in December of each class of year, to pay to the Current Issuer Notes Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among 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; (O) fifteenth, 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 each Payment Date is as set forth on Schedule 4or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Principal Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Revenue 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 Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal Revenue Priority of Payments"): (A) first, to pay amounts due in respect of principal and 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 Note Trustee, together with interest and (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 not already inclusive) VAT on those amounts, and to provide for any Swap Replacement Payment received by amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer following a Downgrade Termination Event and applied in accordance with this order Trust Deed, the Current Issuer Deed of priority of payments) and from amounts received in respect of principal from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of the Series 1 Class A1 NotesCharge or any other Transaction Document; (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 received by 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: (1) pay amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under Agent Bank, the Series 2 Class A1 Dollar Currency Swap Paying Agents, the Transfer Agent and the Registrar, together with interest and (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 not already inclusive) VAT on those amounts, and to provide for any Swap Replacement Payment received by 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 following a Downgrade Termination Event Paying Agent and applied 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 accordance with this order of priority of payments) and from amounts received payments or in respect the Current Issuer Pre-Enforcement Principal Priority of principal from Payments), of which the Series 2 Class A1 Dollar Currency Swap Provider to pay up Current Issuer Cash Manager has notice prior to the Series 2 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 Notes; (2) relevant Payment Date, which amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received 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 a Downgrade Termination Event Interest Period by the Current Issuer and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A2 Euro Currency Swap Provider to pay up to the Series 2 Class A2 Controlled Amortisation Amount to the holders or discharge any liability of the Series 2 Class A2 Notes; and (3) to pay up to the Series 3 Class A Controlled Amortisation Amount to the holders Current Issuer for corporation tax on any chargeable income or gain of the Series 3 Class A NotesCurrent Issuer; (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) no order of priority among 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 (including such part of any termination payment payment) due to the Series 1 Class B Dollar Currency Current Issuer Basis Rate 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 the Current Issuer Basis Rate Swap Provider as a result of a Dollar Currency Basis Rate Swap Provider Default by that Swap ProviderDefault, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap 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 Amortization 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap 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 Amortization Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortization Amount to the holders of the Series 3 Class B Notes; (E) fifth, 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 among 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 M Dollar Currency Swap Provider under the Series 1 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class M Dollar Currency Swap Provider to pay up to the Series 1 Class M Controlled Amortization Amount to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class M Euro Currency Swap Provider to pay up to the Series 2 Class M Controlled Amortization Amount to the holders of the Series 2 Class M Notes; and (3) up to the Series 3 Class M Controlled Amortization Amount to the holders of the Series 3 Class M Notes; and (F) 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) in no order of priority among 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 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 received by 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 received by 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.Issuer

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal Revenue Priority of Payments"): (A) first, to pay amounts due in respect of principal and 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 Note Trustee, together with interest and (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 not already inclusive) VAT on those amounts, and to provide for any Swap Replacement Payment received by amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer following a Downgrade Termination Event and applied in accordance with this order Trust Deed, the Current Issuer Deed of priority of payments) and from amounts received in respect of principal from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to the Series 1 Class A1 Controlled Amortisation Amount to the holders of the Series 1 Class A1 NotesCharge or any other Transaction Document; (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 received by 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: (1) pay amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under Agent Bank, the Series 2 Class A1 Dollar Currency Swap Paying Agents, the Transfer Agent and the Registrar, together with interest and (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 not already inclusive) VAT on those amounts, and to provide for any Swap Replacement Payment received by 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 following a Downgrade Termination Event Paying Agent and applied 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 accordance with this order of priority of payments) and from amounts received payments or in respect of principal from the Series 2 Class A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order Pre-Enforcement Principal Priority of priority of payments) and from amounts received in respect of principal from the Series 2 Class A2 Euro Currency Swap Provider to pay up to the Series 2 Class A2 Controlled Amortisation Amount to the holders of the Series 2 Class A2 Notes; and (3) to pay 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) no order of priority among 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap 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 Amortization 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap 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 Amortization Amount to the holders of the Series 2 Class B Notes; and (3) up to the Series 3 Class B Controlled Amortization Amount to the holders of the Series 3 Class B Notes; (E) fifth, 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 fullPayments), in no order of priority among 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 M Dollar Currency Swap Provider under the Series 1 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class M Dollar Currency Swap Provider to pay up to the Series 1 Class M Controlled Amortization Amount to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class M Euro Currency Swap Provider to pay up to the Series 2 Class M Controlled Amortization Amount to the holders of the Series 2 Class M Notes; and (3) up to the Series 3 Class M Controlled Amortization Amount to the holders of the Series 3 Class M Notes; and (F) 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) in no order of priority among 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 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 received by 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 received by 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 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 that Payment Date in any chargeable income or gain of the same manner as it would have applied the receipts which such Swap Collateral Available Principal Amounts replace.Current Issuer;

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by 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 interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by 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 interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 1 Class A1 A3 Dollar Currency Swap Provider under the Series 2 1 Class A1 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 that such termination payment may be satisfied by any Swap Replacement Payment received by 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 interest from the Series 2 1 Class A1 A3 Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 2 1 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 A3 Notes; (25) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A2 A Euro Currency Swap Provider under the Series 2 Class A2 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 received by 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 interest from the Series 2 Class A2 A Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount A Notes to the holders of the Series 2 Class A2 A Notes; and (36) amounts due to pay up to on each Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each payment date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such payment date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 to credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal 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 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 received by 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 interest from the Series 2 Class C Euro Currency Swap Provider to pay up to interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, to credit 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; (M) thirteenth, on the Payment Date falling in December of each class of year, to pay to the Current Issuer Notes Account Bank an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Account Bank, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among 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; (O) fifteenth, 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 each Payment Date is as set forth on Schedule 4or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Principal Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Revenue 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 Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Principal Receipts 4.1 Distribution of Revenue Receipts Current Issuer Available Principal Revenue Receipts Prior will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to Enforcement of third parties pursuant to paragraph (C) below, in each case prior to the Current Issuer Security Prior to 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 Notes Secured Obligations outstanding, Current Issuer Available Principal Receipts will be applied 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 Principal 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 among 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 among 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 among 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of principal interest and 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class A1 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A1 Notes;; and (B3) second, amounts due in respect of principal interest 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (14) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 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 that such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of on such Interest Payment Date interest due or overdue on the Series 2 Class A1 Notes; (25) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A2 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class A2 Euro Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 2 Class A2 Controlled Amortisation Amount Notes to the holders of the Series 2 Class A2 Notes; and (36) amounts due to pay up to on each Interest Payment Date interest due or overdue on the Series 3 Class A Controlled Amortisation Amount Notes to the holders of the Series 3 Class A Notes; (DF) fourthsixth, 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 towards a credit to the Class A Notes have been repaid Principal Deficiency Sub Ledger in fullan 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 among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 1 Class B Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class B Controlled Amortization Amount Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class B Euro Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 2 Class B Controlled Amortization Amount Notes to the holders of the Series 2 Class B Notes; and (3) up amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class B Controlled Amortization Amount 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; (EI) fifth, 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)ninth, in no order of or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M 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 swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 1 Class M Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class M Controlled Amortization Amount Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of principal interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M 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 received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class M Euro Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 2 Class M Controlled Amortization Amount Notes to the holders of the Series 2 Class M Notes; and (3) up amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class M Controlled Amortization Amount Notes to the holders of the Series 3 Class M Notes; and; (FJ) lasttenth, 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 to credit to the Class A Notes have been repaid M Principal Deficiency Sub Ledger in fullan amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of principal 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 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 received by 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 on each Interest Payment Date in respect of principal interest from the Series 1 Class C Dollar Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 1 Class C Controlled Amortisation Amount Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal 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 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of principal interest from the Series 2 Class C Euro Currency Swap Provider to pay up to on such Interest Payment Date interest due or overdue on the Series 2 Class C Controlled Amortisation Amount Notes to the holders of the Series 2 Class C Notes; and (3) up amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class C Controlled Amortisation Amount Notes to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount ; (L) twelfth, to credit 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; (M) thirteenth, on the Payment Date falling in December 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 year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on a Payment Date, such Swap Collateral Available Principal Amounts shall be applied any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager on that Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date Date; (N) fourteenth, in no order of priority among them but in proportion to the same manner 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; (O) fifteenth, 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 it would have applied the receipts which such Swap Collateral Available Principal Amounts replace.profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and