Common use of Priority of Payments for Current Issuer Available Principal Receipts 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 made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class 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 made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to the Series 1 Class A2 Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes; (D) fourth, to pay up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A 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) 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 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 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 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; (F) sixth, 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 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 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 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 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 (G) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C Euro Currency Swap Provider to pay up to the Series 2 Class C Controlled Amortisation Amount to the holders of the Series 2 Class C Notes; and (3) up to the Series 3 Class C Controlled Amortisation Amount to the holders of the Series 3 Class C Notes. The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date is as set forth on Schedule 4. If any Swap Collateral Available Principal Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Principal Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Principal Amounts replace. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o

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 made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class 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 made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay up to the Series 1 Class A2 Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes;; and (D3) fourth, to pay up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (ED) fifthfourth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) ), 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 and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event 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 Amortisation Amount to the holders of the Series 1 Class B Notes;; and (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event 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 Amortisation 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; (FE) sixthfifth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] 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 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 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 Provider, as a result of a Euro Currency Swap Provider Default by that Swap Provider, Provider save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event 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 B Notes; and (3) up to the Series 3 Class M Controlled Amortization Amount to the holders of the Series 3 Class M Notes; and (GF) last, provided that the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test and the Subordinated Principal Test are not satisfied on such Payment Date, but the Class A Notes have been repaid in full) to pay: (1) amounts due in respect of principal and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received in respect of principal from the Series 1 Class C Dollar Currency Swap Provider to pay up to the Series 1 Class C Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C C1 Euro Currency Swap Provider under the Series 2 Class C C1 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C C1 Euro Currency Swap Provider to pay up to the Series 2 Class C C1 Controlled Amortisation Amount to the holders of the Series 2 Class C C1 Notes; (3) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class C2 Euro Currency Swap Provider under the Series 2 Class C2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class C2 Euro Currency Swap Provider to pay up to the Series 2 Class C2 Controlled Amortisation Amount to the holders of the Series 2 Class C2 Notes; and (34) 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o

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 made to 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 Euro Currency Swap Provider under the Series 1 Class A2 Dollar Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 Euro 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 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class A3 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 A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A 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; (3) 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 A 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 made to received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class A2 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 A A2 Euro Currency Swap Provider to pay up to the Series 2 Class A A2 Controlled Amortisation Amount to the holders of the Series 2 Class A A2 Notes; (D4) fourth, to pay up to the Series 3 Class A A1 Controlled Amortisation Amount to the holders of the Series 3 Class A A1 Notes; and (5) to pay up to the Series 3 Class A2 Controlled Amortisation Amount to the holders of the Series 3 Class A2 Notes; (ED) fifthfourth, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test [and the Subordinated Principal Test] are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test [and the Subordinated Principal Test] are is 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 made to 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 made to 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; (FE) sixthfifth, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test [and the Subordinated Principal Test] are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test [and the Subordinated Principal Test] are is 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 made to 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 made to 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 (GF) last, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test and the Subordinated Principal Test are is 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 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 made to 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 made to 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o

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 made to 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 made to 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 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes;; and (D3) fourth, to pay up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (ED) fifthfourth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] 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 made to 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 made to 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; (FE) sixthfifth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] 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 made to 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 made to 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 (GF) 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 made to 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 made to 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o

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 made to 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 made to 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 1 2 Class A3 A1 Dollar Currency Swap Provider under the Series 1 2 Class A3 A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 2 Class A3 A1 Dollar Currency Swap Provider to pay up to the Series 1 2 Class A3 A1 Controlled Amortisation Amount to the holders of the Series 1 2 Class A3 A1 Notes; and; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A A2 Euro Currency Swap Provider under the Series 2 Class A 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 made to 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 A A2 Euro Currency Swap Provider to pay up to the Series 2 Class A A2 Controlled Amortisation Amount to the holders of the Series 2 Class A A2 Notes;; and (D3) fourth, to pay up to the Series 3 Class A Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (ED) fifthfourth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] 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 made to 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 made to 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; (FE) sixthfifth, provided that the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] Test are satisfied on such Payment Date (or, if any of the Issuer Reserve Requirement, the Issuer Arrears Test [and the Subordinated Principal Test] 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 made to 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 made to 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 (GF) 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 made to 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 made to 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o

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 made to 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 made to 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 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 A Euro Currency Swap Provider to pay up to the Series 2 Class A Controlled Amortisation Amount to the holders of the Series 2 Class A Notes;; and (D3) fourth, to pay up to the Series 3 Class A C Controlled Amortisation Amount to the holders of the Series 3 Class A C Notes;. (ED) fifthfourth, 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 made to 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 made to 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; (FE) sixthfifth, 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 made to 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 made to 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 (GF) 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 made to 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 made to 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event and prior to the occurrence of an Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event and prior to the occurrence of an Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full Class A Notes have been repaid in full;; and (D3) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (ED) fifthfourth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order ofro

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 made to 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 made to 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 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 1 Class A3 Dollar Currency Swap Provider to pay up to the Series 1 Class A3 Controlled Amortisation Amount to the holders of the Series 1 Class A3 Notes; and (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A A1 Euro Currency Swap Provider under the Series 2 Class A A1 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to 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 A A1 Euro Currency Swap Provider to pay up to the Series 2 Class A A1 Controlled Amortisation Amount to the holders of the Series 2 Class A A1 Notes; (D2) fourth, 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; (ED) fifthfourth, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test [and the Subordinated Principal Test] are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test [and the Subordinated Principal Test] are is 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 made to 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 made to 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; (FE) sixthfifth, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test [and the Subordinated Principal Test] are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test [and the Subordinated Principal Test] are is 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 made to 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 made to 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 (GF) last, provided that the Issuer Reserve Requirement, Requirement and the Issuer Arrears Test and the Subordinated Principal Test are satisfied on such Payment Date (or, if any of either the Issuer Reserve Requirement, Requirement or the Issuer Arrears Test and the Subordinated Principal Test are is 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 made to 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 made to 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. 4.2 Distribution of Current Issuer Available Principal Receipts Following the Occurrence of a Non-Asset Trigger Event Following the occurrence of a Non-Asset Trigger Event but prior to enforcement of the Funding Security under the Funding Deed of Charge and/or the Current Issuer Security under the Current Issuer Deed of Charge, the Current Issuer Cash Manager will apply Current Issuer Available Principal Receipts in the following order of priority: (A) first, to pay amounts (including such part of any termination payment) due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A1 Dollar Currency Swap Provider to repay the Series 1 Class A1 Notes until the Series 1 Class A1 Notes have been repaid in full; (B) second, to pay amounts (including such part of any termination payment) due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A2 Dollar Currency Swap Provider to repay the Series 1 Class A2 Notes until the Series 1 Class A2 Notes have been repaid in full; (C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A3 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class A3 Dollar Currency Swap Provider to repay the Series 1 Class A3 Notes until the Series 1 Class A3 Notes have been repaid in full; (2) amounts (including such part of any termination payment) due to the Series 2 Class A Euro Currency Swap Provider under the Series 2 Class A Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class A Euro Currency Swap Provider to repay the Series 2 Class A Notes until the Series 2 Class A Notes have been repaid in full; (D) fourth, to repay the Series 3 Class A Notes until the Series 3 Class A Notes have been repaid in full; (E) fifth, in no order of priority among them, but in proportion to the amounts due: (1) to pay amounts (including such part of any termination payment) due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 1 Class B Dollar Currency Swap Provider to repay the Series 1 Class B Notes until the Series 1 Class B Notes have been repaid in full; (2) to pay amounts (including such part of any termination payment) due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any amount thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received from the Series 2 Class B Euro Currency Swap Provider to repay the Series 2 Class B Notes until the Series 2 Class B Notes have been repaid in full; and (3) to repay the Series 3 Class B Notes until the Series 3 Class B Notes have been repaid in full; (F) sixth, in no order o