Common use of Priority of Payments for Current Clause in Contracts

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Euro Currency Swap Provider under the Series 2 Class 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Euro Currency Swap Provider under the Series 1 Class A2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A3 Dollar Currency Swap Provider under the Series 1 Class A2 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 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 on each Payment Date in respect of interest from the Series 1 Class A3 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A3 Notes to the holders of the Series 1 Class A3 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 2 Class A2 A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 2 Class A2 A1 Notes to the holders of the Series 1 2 Class A2 A1 Notes; (46) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 A2 Euro Currency Swap Provider under the Series 2 Class A1 A2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event 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 on each Payment Date in respect of interest from the Series 2 Class A1 A2 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and; (67) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A A1 Notes to the holders of the Series 3 Class A A1 Notes; and (i) on any Payment Date up to and including the earlier of (a) the Payment Date in September 2001, (b) the occurrence of a Trigger Event or (c) the enforcement of the Funding Security and/or the Current Issuer Security, amounts due in respect of interest and such part of any termination payment due to the Series 3 Class A2 Interest Rate Swap Provider under the Series 3 Class A2 Interest Rate Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of an Interest Rate Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 3 Class A2 Interest Rate Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 3 Class A2 Interest Rate Swap Provider to pay on such Payment Date interest due or overdue on the Series 3 Class A2 Notes to the holders of the Series 3 Class A2 Notes, and (ii) thereafter, amounts due to pay on such Payment Date interest due or overdue on the Series 3 Class A2 Notes to the holders of the Series 3 Class A2 Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.th

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Periodinterest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 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 that such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of interest from the Series 1 Class A3 Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class A3 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 A Euro Currency Swap Provider under the Series 2 Class A1 A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 A Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 A Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 A Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes;; and (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and. (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date payment date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date payment date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C C1 Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (ON) fifteenthfourteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (PO) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Periodinterest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 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 that such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of interest from the Series 1 Class A3 Dollar Currency Swap Provider to pay interest due or overdue on the Series 1 Class A3 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 A Euro Currency Swap Provider under the Series 2 Class A1 A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 A Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 A Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 A Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date payment date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date payment date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager Account Bank an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash ManagerAccount Bank, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among between them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Euro Currency Swap Provider under the Series 2 Class 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent that such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class A1 Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 2 Class A1 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A1 A2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class A1 A2 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and (6) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; ; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Periodinterest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 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 that 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 interest from the Series 1 Class A3 Dollar Currency Swap Provider (and, to the extent such amounts are insufficient to pay interest due or overdue on the Series 1 Class A3 notes, from amounts comprised in the Current Issuer Available Revenue Receipts converted into U.S. Dollars at the then prevailing spot rate of exchange) to pay interest due or overdue on the Series 1 Class A3 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 A Euro Currency Swap Provider under the Series 2 Class A1 A Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 A Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 A Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 A Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among between them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes;; and (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and. (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date payment date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date payment date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to towards a credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment or any part thereof due to the Series 2 Class C C1 Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by made to the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, towards a credit to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (ON) fifteenthfourteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (PO) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Interest Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Periodinterest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent that such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of interest from the Series 2 Class A1 Dollar Currency Swap Provider to pay interest due or overdue on the Series 2 Class A1 Notes; (5) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A1 A2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 A2 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Interest Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Interest Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Interest Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Interest Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current in the Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents Manager and outstanding as at such Interest Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Interest Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Interest Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Interest Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Interest Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Interest Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Interest Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Principal Receipts 4.1 Distribution of Current Issuer Available Revenue Principal Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect Prior to Enforcement of amounts due the Current Issuer Security Prior to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge and/or the occurrence of a Trigger Event, or until such time as there are no Current Issuer Secured Obligations Notes outstanding, in making such payments and provisions Current Issuer Available Principal Receipts will be applied in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Principal Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest principal and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 1 Class A1 Notes Controlled Amortisation Amount to the holders of the Series 1 Class A1 Notes; and; (3B) second, amounts due in respect of interest principal and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 1 Class A2 Notes Controlled Amortisation Amount to the holders of the Series 1 Class A2 Notes; (4C) third, in no order of priority between them but in proportion to the amounts due, to pay: (1) amounts due in respect of interest principal and such part of any termination payment due to the Series 2 Class A1 Dollar Currency Swap Provider under the Series 2 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received in respect of principal from the Series 2 Class A1 Dollar Currency Swap Provider to pay up to the Series 2 Class A1 Controlled Amortisation Amount to the holders of the Series 2 Class A1 Notes; (2) amounts due in respect of principal and such part of any termination payment due to the Series 2 Class A2 Euro Currency Swap Provider under the Series 2 Class A1 A2 Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 2 Class A1 A2 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes up to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes Controlled Amortisation Amount to the holders of the Series 2 Class A2 Notes; and (63) amounts due to pay on each Payment Date interest due or overdue on up to the Series 3 Class A Notes Controlled Amortisation Amount to the holders of the Series 3 Class A Notes; (FD) sixthfourth, towards a credit to 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 Principal Deficiency Sub Ledger Notes have been repaid in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (Gfull) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest principal and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class B Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 1 Class B Notes Controlled Amortization Amount to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest principal and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class B Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 2 Class B Notes Controlled Amortization Amount to the holders of the Series 2 Class B Notes; and (3) amounts due up to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes Controlled Amortization Amount to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (IE) ninthfifth, 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 or of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest 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 Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 1 Class M Notes Controlled Amortization Amount to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest principal and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C M Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 2 Class M Notes Controlled Amortization Amount to the holders of the Series 2 Class M Notes; and (3) amounts due up to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes Controlled Amortization Amount to the holders of the Series 3 Class M Notes;; and (JF) tenthlast, to credit to 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 M Principal Deficiency Sub Ledger A Notes have been repaid in an amount up to the amount necessary to eliminate any debit on that ledger; (Kfull) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) under the Series 1 Class C Dollar Currency Swap and from amounts received on each Payment Date in respect of interest principal from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 1 Class C Notes Controlled Amortisation Amount to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest principal and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest principal from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on up to the Series 2 Class C Notes Controlled Amortisation Amount to the holders of the Series 2 Class C Notes; and (3) amounts due up to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes Controlled Amortisation Amount to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the . The Controlled Amortisation Amount of each class of Current Issuer Notes for each Payment Date falling in December of each year, to pay to the Current Issuer Cash Manager an amount equal to the amount of any debit balance is as set forth on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current IssuerSchedule 4. If any Swap Collateral Available Revenue Principal Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue 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 Revenue Principal Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.

Priority of Payments for Current. Issuer Available Revenue Receipts Current Issuer Available Revenue Receipts will be applied, as applicable: (a) on each Payment Date; or (b) on each day when due in respect of amounts due to third parties pursuant to paragraph (C) below, in each case prior to the enforcement of the Current Issuer Security pursuant to the Current Issuer Deed of Charge or until such time as there are no Current Issuer Secured Obligations outstanding, in making such payments and provisions in the following order of priority (in each case only if and to the extent that payments or provisions of a higher priority have been made in full) (the "Current Issuer Pre-Enforcement Revenue Priority of Payments"): (A) first, to pay amounts due to the Note Trustee, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due or to become due during the following Interest Period to the Note Trustee under the Current Issuer Trust Deed, the Current Issuer Deed of Charge or any other Transaction Document; (B) second, in no order of priority among between them but in proportion to the respective amounts due, to pay amounts due to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar, together with interest and (to the extent not already inclusive) VAT on those amounts, and to provide for any costs, charges, liabilities and expenses due or to become due during the following Interest Period to the Agent Bank, the Paying Agents, the Transfer Agent and the Registrar under the Current Issuer Paying Agent and Agent Bank Agreement; (C) third, to pay amounts due to any third party creditors of the Current Issuer (other than those referred to later in this order of priority of payments or in the Current Issuer Pre-Enforcement Principal Priority of Payments), of which the Current Issuer Cash Manager has notice prior to the relevant Payment Date, which amounts have been incurred without breach by the Current Issuer of the Transaction Documents to which it is a party and for which payment has not been provided for elsewhere and to provide for any such amounts expected to become due and payable during the following Interest Period by the Current Issuer and to pay or discharge any liability of the Current Issuer for corporation tax on any chargeable income or gain of the Current Issuer; (D) fourth, in no order of priority among between them but in proportion to the respective amounts due, to pay amounts due to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and the Current Issuer Account Bank under the Current Issuer Bank Account Agreement together with (to the extent not already inclusive) VAT on those amounts, and to provide for any amounts due, or to become due in the immediately succeeding Interest Periodinterest period, to the Current Issuer Cash Manager under the Current Issuer Cash Management Agreement, to the Current Issuer Corporate Services Provider under the Current Issuer Corporate Services Agreement and to the Current Issuer Account Bank under the Current Issuer Bank Account Agreement; (E) fifth, in no order of priority among between them but in proportion to the respective amounts due, to pay: (1) amounts (including such part of any termination payment) due to the Current Issuer Basis Rate Swap Provider (except for any termination payment or any part thereof due and payable to the Current Issuer Basis Rate Swap Provider as a result of a Basis Rate Swap Provider Default, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments); (2) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A1 Dollar Currency Swap Provider under the Series 1 Class A1 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A1 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A1 Notes to holders of the Series 1 Class A1 Notes; and (3) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class A2 Dollar Currency Swap Provider under the Series 1 Class A2 Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class A2 Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class A2 Notes to holders of the Series 1 Class A2 Notes; (4) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class A1 Euro Currency Swap Provider under the Series 2 Class 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 received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class A1 Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class A1 Notes to the holders of the Series 2 Class A1 Notes; (5) amounts due to pay on each Payment Date interest due or overdue on the Series 2 Class A2 Notes to the holders of the Series 2 Class A2 Notes; and (6) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class A Notes to the holders of the Series 3 Class A Notes; (F) sixth, towards a credit to the Class A Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class A Principal Deficiency Sub Ledger; (G) seventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class B Dollar Currency Swap Provider under the Series 1 Class B Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class B Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class B Notes to the holders of the Series 1 Class B Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class B Euro Currency Swap Provider under the Series 2 Class B Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class B Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class B Notes to the holders of the Series 2 Class B Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class B Notes to the holders of the Series 3 Class B Notes. (H) eighth, towards a credit to the Class B Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class B Principal Deficiency Sub Ledger; (I) ninth, in no order or priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class M Dollar Currency Swap Provider under the Series 1 Class M Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any swap replacement payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 1 Class M Dollar Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class M Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class M Notes to the holders of the Series 1 Class M Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class M Euro Currency Swap Provider under the Series 2 Class M Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event in respect of the Series 2 Class C Euro Currency Swap and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class M Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class M Notes to the holders of the Series 2 Class M Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class M Notes to the holders of the Series 3 Class M Notes; (J) tenth, to credit to the Class M Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on that ledger; (K) eleventh, in no order of priority among them but in proportion to the respective amounts due, to pay: (1) amounts due in respect of interest and such part of any termination payment due to the Series 1 Class C Dollar Currency Swap Provider under the Series 1 Class C Dollar Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Dollar Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 1 Class C Dollar Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 1 Class C Notes to the holders of the Series 1 Class C Notes; (2) amounts due in respect of interest and such part of any termination payment due to the Series 2 Class C Euro Currency Swap Provider under the Series 2 Class C Euro Currency Swap (except for any termination payment or any part thereof due and payable to that Swap Provider as a result of a Euro Currency Swap Provider Default by that Swap Provider, save to the extent such termination payment may be satisfied by any Swap Replacement Payment received by the Current Issuer following a Downgrade Termination Event and applied in accordance with this order of priority of payments) and from amounts received on each Payment Date in respect of interest from the Series 2 Class C Euro Currency Swap Provider to pay on such Payment Date interest due or overdue on the Series 2 Class C Notes to the holders of the Series 2 Class C Notes; and (3) amounts due to pay on each Payment Date interest due or overdue on the Series 3 Class C Notes to the holders of the Series 3 Class C Notes; (L) twelfth, to credit the Class C Principal Deficiency Sub Ledger in an amount up to the amount necessary to eliminate any debit on the Class C Principal Deficiency Sub Ledger; (M) thirteenth, on the Payment Date falling in December of each year, to pay made to the Current Issuer Cash Manager an amount equal to the amount of any debit balance on any Current Issuer Transaction Account as permitted by the Current Issuer Cash Manager, incurred in accordance with the provisions of the Current Issuer Transaction Documents and outstanding as at such Payment Date; (N) fourteenth, in no order of priority among them but in proportion to the respective amounts due, to pay any termination payment to: (1) the Current Issuer Basis Rate Swap Provider following a Basis Rate Swap Provider Default; (2) any Dollar Currency Swap Provider following a Dollar Currency Swap Provider Default; and (3) any Euro Currency Swap Provider following a Euro Currency Swap Provider Default; (O) fifteenth, to pay to the Current Issuer an amount equal to 0.01% per annum of the interest received under the Current Issuer Intercompany Loan, to be retained by the Current Issuer as profit, less corporation tax in respect of those profits provided for or paid at item (C) above; and (P) last, to pay to shareholders of the Current Issuer any dividend declared by the Current Issuer. If any Swap Collateral Available Revenue Amounts are received by the Current Issuer on a Payment Date, such Swap Collateral Available Revenue Amounts shall be applied by the Current Issuer Cash Manager on that Payment Date in the same manner as it would have applied the receipts which such Swap Collateral Available Revenue Amounts replace. If, on any Payment Date, an amount equal to the cash benefit relating to any Tax Credit obtained by the Current Issuer is required to be paid by the Current Issuer to any Current Issuer Swap Provider (in accordance with Part 5(o) of the Schedule to the relevant Current Issuer Swap Agreement), then the Current Issuer shall make such payment on such Payment Date out of the Current Issuer Available Revenue Receipts in priority to the payments and provisions to be made on such Payment Date in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments. The amount of any such cash benefit paid to the relevant Current Issuer Swap Provider in accordance with this paragraph shall, to avoid double counting, be deducted from the amount to be paid to that Current Issuer Swap Provider under the relevant Current Issuer Swap Agreement in accordance with the Current Issuer Pre-Enforcement Revenue Priority of Payments on the relevant Payment Date.