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