Common use of Noteholders Clause in Contracts

Noteholders. (a) If (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class A Noteholders and any other Seventh Issuer Secured Creditor, then, save as provided herein and subject to Condition 11 of the Seventh Issuer Notes, the Security Trustee will have regard to the interests of the Class A Noteholders only; (b) subject to paragraph (a) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class B Noteholders and any other Seventh Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Issuer Notes, the Security Trustee will have regard to the interests of the Class B Noteholders only; (c) subject to paragraph (a) and (b) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class C Noteholder and any other Seventh Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Issuer Notes, the Security Trustee will have regard to the interest of the Class C Noteholders only; (d) subject to paragraphs (a) to (c) above and paragraphs (e) and (f) below, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of the Seventh Issuer Swap Providers and any of the other Seventh Issuer Secured Creditors, other than the Noteholders, the Security Trustee will have regard to the interests of the Seventh Issuer Swap Providers; (e) subject to paragraph (f) below if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Seventh Issuer Swap Providers then the Security Trustee will have regard to the interests of the highest ranking swap providers (being the Series 1 Class A Seventh Issuer Swap Provider, the Series 2 Class A Seventh Issuer Swap Provider and the Series 3 Class A Seventh Issuer Swap Provider) only; and thereafter the Security Trustee will have regard to the next highest ranking swap providers (being the Series 1 Class B Seventh Issuer Swap Provider, the Series 2 Class B Seventh Issuer Swap Provider and the Series 3 Class B Seventh Issuer Swap Provider) and so on; (f) subject to paragraphs (a) to (e) above, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of any of the Seventh Issuer Secured Creditors, other than the Noteholders and the Seventh Issuer Swap Providers, the Security Trustee will have regard to the interests of the Seventh Issuer Secured Creditor who ranks highest in the order of priority of payments set out in CLAUSE 6.4 (Payment of Seventh Issuer Revenue Receipts and Seventh Issuer Principal Receipts after service of a Seventh Issuer Note Acceleration Notice and service of an Intercompany Loan Acceleration Notice) above.

Noteholders. (a) If (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class A Noteholders and any other Seventh Sixth Issuer Secured Creditor, then, save as provided herein and subject to Condition 11 of the Seventh Sixth Issuer Notes, the Security Trustee will have regard to the interests of the Class A Noteholders only; (b) subject to paragraph (a) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class B Noteholders and any other Seventh Sixth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Sixth Issuer Notes, the Security Trustee will have regard to the interests of the Class B Noteholders only; (c) subject to paragraph (a) and (b) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class C Noteholder and any other Seventh Sixth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Sixth Issuer Notes, the Security Trustee will have regard to the interest of the Class C Noteholders only; (d) subject to paragraphs (a) to (c) above and paragraphs (e) and (f) below, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of the Seventh Sixth Issuer Swap Providers and any of the other Seventh Sixth Issuer Secured Creditors, other than the Noteholders, the Security Trustee will have regard to the interests of the Seventh Sixth Issuer Swap Providers; (e) subject to paragraph (f) below if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Seventh Sixth Issuer Swap Providers then the Security Trustee will have regard to the interests of the highest ranking swap providers (being the Series 1 Class A Seventh Sixth Issuer Swap Provider, the Series 2 Class A Seventh Sixth Issuer Swap Provider and the Series 3 4 Class A Seventh Sixth Issuer Swap Provider) only; and thereafter the Security Trustee will have regard to the next highest ranking swap providers (being the Series 1 Class B Seventh Sixth Issuer Swap Provider, the Series 2 Class B Seventh Sixth Issuer Swap Provider and the Series 3 4 Class B Seventh Sixth Issuer Swap Provider) and so on; (f) subject to paragraphs (a) to (e) above, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of any of the Seventh Sixth Issuer Secured Creditors, other than the Noteholders and the Seventh Sixth Issuer Swap Providers, the Security Trustee will have regard to the interests of the Seventh Sixth Issuer Secured Creditor who ranks highest in the order of priority of payments set out in CLAUSE 6.4 (Payment of Seventh Issuer Revenue Receipts and Seventh Issuer Principal Receipts after service of a Seventh Issuer Note Acceleration Notice and service of an Intercompany Loan Acceleration Notice) above.

Noteholders. (a) If (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class A Noteholders and any other Seventh Second Issuer Secured Creditor, then, save as provided herein and subject to Condition 11 of the Seventh Second Issuer Notes, the Security Trustee will have regard to the interests of the Class A Noteholders only; (b) subject to paragraph (a) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class B Noteholders and any other Seventh Second Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Second Issuer Notes, the Security Trustee will have regard to the interests of the Class B Noteholders only; (c) subject to paragraph paragraphs (a) and (b) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class C Noteholder Noteholders and any other Seventh Second Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Second Issuer Notes, the Security Trustee will have regard to the interest interests of the Class C Noteholders only; (d) subject to paragraphs (a) to (c) above and paragraphs (e) and (f) below, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of the Seventh Second Issuer Swap Providers and any of the other Seventh Second Issuer Secured Creditors, other than the Noteholders, the Security Trustee will have regard to the interests of the Seventh Second Issuer Swap Providers; (e) subject to paragraph (f) below if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Seventh Issuer Dollar Currency Swap Providers and the Euro Currency Swap Provider then the Security Trustee will have regard to the interests of the highest ranking swap providers (being the Series 1 Class A Seventh Issuer Dollar Currency Swap Provider, the Series 2 Class A Seventh Issuer Dollar Currency Swap Provider, the Series 3 Class A Euro Currency Swap Provider and the Series 3 4 Class A Seventh Issuer Dollar Currency Swap Provider) only; and thereafter the Security Trustee will have regard to the next highest ranking swap providers (being the Series 1 Class B Seventh Issuer Dollar Currency Swap Provider, the Series 2 Class B Seventh Issuer Dollar Currency Swap Provider, the Series 3 Class B Euro Currency Swap Provider and the Series 3 4 Class B Seventh Issuer Dollar Currency Swap Provider) and so on); (f) if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Second Issuer Swap Providers with the equal ranking as set out in paragraph (e) above, then the Security Trustee will have regard to the interests of the relevant Second Issuer Swap Provider or Second Issuer Swap Providers in respect of the Second Issuer Notes with the greatest principal amount outstanding; and (g) subject to paragraphs (a) to (ef) above, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of any of the Seventh Second Issuer Secured Creditors, other than the Noteholders and the Seventh Second Issuer Swap Providers, the Security Trustee will have regard to the interests of the Seventh Second Issuer Secured Creditor who ranks highest in the order of priority of payments set out in CLAUSE Clause 6.4 (Payment of Seventh Issuer Revenue Receipts and Seventh Issuer Principal Receipts after service of a Seventh Issuer Note Acceleration Notice and service of an Intercompany Loan Acceleration Notice) above.

Noteholders. (a) If (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class A Noteholders and any other Seventh Fifth Issuer Secured Creditor, then, save as provided herein and subject to Condition 11 of the Seventh Fifth Issuer Notes, the Security Trustee will have regard to the interests of the Class A Noteholders only; (b) subject to paragraph (a) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class B Noteholders and any other Seventh Fifth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Fifth Issuer Notes, the Security Trustee will have regard to the interests of the Class B Noteholders only; (c) subject to paragraph (a) and (b) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class C Noteholder and any other Seventh Fifth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Fifth Issuer Notes, the Security Trustee will have regard to the interest of the Class C Noteholders only; (d) subject to paragraphs (a) to (c) above and paragraphs (e) and (f) below, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of the Seventh Fifth Issuer Swap Providers and any of the other Seventh Fifth Issuer Secured Creditors, other than the Noteholders, the Security Trustee will have regard to the interests of the Seventh Fifth Issuer Swap Providers; (e) subject to paragraph (f) below if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Seventh Fifth Issuer Swap Providers then the Security Trustee will have regard to the interests of the highest ranking swap providers (being the Series 1 Class A Seventh Fifth Issuer Swap Provider, the Series 2 Class A Seventh Fifth Issuer Swap Provider, the Series 3 Class A Fifth Issuer Swap Provider, the Series 4 Class A Fifth Issuer Swap Provider and the Series 3 5 Class A Seventh Fifth Issuer Swap Provider) only; and thereafter the Security Trustee will have regard to the next highest ranking swap providers (being the Series 1 Class B Seventh Fifth Issuer Swap Provider, the Series 2 Class B Seventh Fifth Issuer Swap Provider, the Series 3 Class B Fifth Issuer Swap Provider and the Series 3 4 Class B Seventh Fifth Issuer Swap Provider) Provider and so on; (f) if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Fifth Issuer Swap Providers with equal ranking as set out in paragraph (e)above, then the Security Trustee will have regard to the interests of the relevant Fifth Issuer Swap Provider or Fifth Issuer Swap Providers in respect of the Fifth Issuer Notes with the greatest aggregate principal amount outstanding; and (g) subject to paragraphs (a) to (ef) above, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of any of the Seventh Fifth Issuer Secured Creditors, other than the Noteholders and the Seventh Fifth Issuer Swap Providers, the Security Trustee will have regard to the interests of the Seventh Fifth Issuer Secured Creditor who ranks highest in the order of priority of payments set out in CLAUSE 6.4 (Payment of Seventh Issuer Revenue Receipts and Seventh Issuer Principal Receipts after service of a Seventh Issuer Note Acceleration Notice and service of an Intercompany Loan Acceleration Notice) above.

Noteholders. (a) If (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class A Noteholders and any other Seventh Fourth Issuer Secured Creditor, then, save as provided herein and subject to Condition 11 of the Seventh Fourth Issuer Notes, the Security Trustee will have regard to the interests of the Class A Noteholders only; (b) subject to paragraph (a) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class B Noteholders and any other Seventh Fourth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Fourth Issuer Notes, the Security Trustee will have regard to the interests of the Class B Noteholders only; (c) subject to paragraph paragraphs (ab) and (bc) above, if (in the Security Trustee's sole opinion) there is or may be a conflict of interest between the Class C Noteholder Noteholders and any other Seventh Fourth Issuer Secured Creditor then, save as provided herein and subject to Condition 11 of the Seventh Fourth Issuer Notes, the Security Trustee will have regard to the interest interests of the Class C Noteholders only; (d) subject to paragraphs (a) to (c) above and paragraphs (e) and (f) below, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of the Seventh Fourth Issuer Swap Providers and any of the other Seventh Fourth Issuer Secured Creditors, other than the Noteholders, the Security Trustee will have regard to the interests of the Seventh Fourth Issuer Swap Providers; (e) subject to paragraph (f) below if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Seventh Fourth Issuer Swap Providers then the Security Trustee will have regard to the interests of the highest ranking swap providers (being the Series 1 Class A Seventh Fourth Issuer Swap Provider, the Series 2 Class A Seventh Fourth Issuer Swap Provider, the Series 3 Class A Fourth Issuer Swap Provider, the Series 4 Class A Fourth Issuer Swap Provider and the Series 3 5 Class A Seventh Fourth Issuer Swap Provider) only; and thereafter the Security Trustee will have regard to the next highest ranking swap providers (being the Series 1 Class B Seventh Fourth Issuer Swap Provider, the Series 2 Class B Seventh Fourth Issuer Swap Provider, the Series 3 Class B Fourth Issuer Swap Provider, the Series 4 Class B Fourth Issuer Swap Provider and the Series 3 5 Class B Seventh Fourth Issuer Swap Provider) and so on); (f) if, in the Security Trustee's sole opinion, there is a conflict between the respective interests of the Fourth Issuer Swap Providers with the equal ranking as set out in paragraph (e) above, then the Security Trustee will have regard to the interests of the relevant Fourth Issuer Swap Provider or Fourth Issuer Swap Providers in respect of the Fourth Issuer Notes with the greatest principal amount outstanding; and (g) subject to paragraphs (a) to (ef) above, if (in the Security Trustee's sole opinion) there is or may be a conflict between the respective interests of any of the Seventh Fourth Issuer Secured Creditors, other than the Noteholders and the Seventh Fourth Issuer Swap Providers, the Security Trustee will have regard to the interests of the Seventh Fourth Issuer Secured Creditor who ranks highest in the order of priority of payments set out in CLAUSE 6.4 (Payment of Seventh Fourth Issuer Revenue Receipts and Seventh Fourth Issuer Principal Receipts after service of a Seventh Fourth Issuer Note Acceleration Notice and service of an a Fourth Issuer Intercompany Loan Acceleration Notice) above.