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«Carrera Capital Finance Limited (incorporated with limited liability in Jersey) and Carrera Capital Finance LLC (organized with limited liability in ...»

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"Treaty" means the Treaty establishing the European Communities, as amended;

"Tri-Party Agreement" means, with respect to any Reverse Repo Agreement, an agreement among the Issuer, the applicable Reverse Repo Counterparty and an Eligible Tri-Party Custodian pursuant to which the Eligible Tri-Party Custodian will (a) act as custodian of all Reverse Repo Securities subject thereto and may act as deposit bank in respect of all cash delivered to, and accepted by such custodian in connection therewith, and (b) as agent to provide services to the Issuer and Reverse Repo Counterparty in respect of the related Reverse Repo Transactions and to establish and maintain accounts on behalf of the Issuer and the Reverse Repo Counterparty in connection therewith;

"USCP Agent" means each issue agent, paying agent, calculation agent, transfer agent, exchange agent, reference agent, registrar, depositary, cash manager, note trustee or other similar agent, depositary or trustee acting as an agent under a USCP Document;

"USCP Depositary" means each person from time to time acting as depositary under a USCP Depositary Agreement;

"USCP Depositary Agreement" means each depositary agreement entered into by the Issuer and the Co-Issuer in connection with the issuance of USCP Notes;

"USCP Documents" means each USCP Note, each USCP Note Co-Issuance Agreement, each USCP Depositary Agreement, each USCP Placement Agreement, and, unless the context otherwise requires or the Manager in good faith determines otherwise, each other document or agreement entered into by, or on behalf of, the Issuer or Co-Issuer in connection therewith;

"USCP Holder" means a holder of USCP Notes or a beneficial interest therein;

"USCP Notes" means the commercial paper co-issued by the Issuer and the Co-Issuer pursuant to, and in accordance with, the terms and conditions of the USCP Documents, including all Liquidity Notes and Extended Maturity Notes thereunder;

"USCP Placement Agency Agreement" means each placement agency agreement entered into by the Issuers in connection with the issuance of USCP Notes;

"USCP Placement Agents" means each person from time to time acting as placement agents under a USCP Placement Agreement;

"USCP Programme" means the programme to issue USCP Notes established by the Issuer and the Co-Issuer pursuant to the USCP Documents;

"U.S. Dealers" means the USCP Placement Agents and the Dealers of the Senior Notes and Senior Subordinated Notes offered pursuant to Rule 144A;

"U.S. Senior Term Notes" means secured senior notes issued pursuant to Rule 144A by the Issuer and Co-Issuer in the United States under the Programme;

"U.S. Senior Term Note Dealers" means Credit Suisse Securities (USA) LLC, Goldman, Sachs & Co. and Lehman Brothers Inc. and such other financial institutions as are dealers of U.S. Senior Term Notes under the Dealer Agreement at any time;

"U.S. Senior Term Note Holder" means a person who holds one or more U.S. Senior Term Note of any Series;

"U.S. Paying Agents" means the USCP Depositary and the Paying Agents;

"Valuation Date" means the date, which shall be a Business Day, specified in the relevant Final Terms; and "Zero Coupon Note" means a Note specified as such in the relevant Final Terms.

(c) Interpretation: In these Conditions:

–  –  –

(ii) any reference to the Issuer in connection with the Notes being co-issued by the CoIssuer shall be a reference to the Co-Issuer or either or both of the Issuer and the CoIssuer as applicable and Issuer shall be construed accordingly;

(iii) any reference to principal shall be deemed to include the Redemption Amount, any additional amounts in respect of principal which may be payable under Condition 14 (Taxation), any premium payable in respect of a Note and any other amount in the nature of principal payable pursuant to these Conditions;

(iv) any reference to interest shall be deemed to include any additional amounts in respect of interest which may be payable under Condition 14 (Taxation) and any other

amount in the nature of interest payable pursuant to these Conditions:

–  –  –

(v) capitalized terms used herein that are not defined herein shall have the meanings set forth in the Transaction Terms Agreement.

3. FORM AND DENOMINATION

(a) Form: The Notes are issued in registered form. Notes will be issued in Classes and each Class may comprise one or more sequentially numbered Tiers. Each Class and Tier will be issued in Series and each Series may comprise one or more Tranches issued on different issue dates. The Notes of each Series will all be subject to identical terms, except that the issue date and the amount of the first payment of interest may be different in respect of different Tranches. The Notes of each Tranche will all be subject to identical terms in all respects save that a Tranche may comprise Notes of different denominations.

(b) Registered Notes: Notes may be held in holdings in the Specified Denomination(s).

(c) Redenomination, Renominalisation and Reconventioning:

(i) Application: This Condition 3(c) is applicable to the Notes only if it is specified in the relevant Final Terms as being applicable.

(ii) Notice of redenomination: If the country of the Specified Denomination becomes or, announces its intention to become, a Participating Member State, the Issuer may, without the consent of the Noteholders on giving at least 30 days' prior notice to the Noteholders and the Paying Agents, designate a date (the "Redenomination Date"), being an Interest Payment Date under the Notes falling on or after the date on which such country becomes a Participating Member State.





(iii) Redenomination: Notwithstanding the other provisions of these Conditions, with

effect from the Redenomination Date:

–  –  –

(iv) Interest: Following redenomination of the Notes pursuant to this Condition 3(c), where Notes have been issued in definitive form, the amount of interest due in respect of the Notes will be calculated by reference to the aggregate principal amount of the Notes presented for payment by the relevant holder.

(v) Interest Determination Date: If the Floating Rate Note Provisions are specified in the relevant Final Terms as being applicable and Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, with effect from the Redenomination Date the Interest Determination date shall be deemed to be the second TARGET Business Day before the first day of the relevant Interest Period.

4. TITLE AND TRANSFER

(a) Register: A certificate (each, a "Note Certificate") will be issued to each Noteholder in respect of its registered holding. Each Note Certificate will be numbered serially with an identifying number which will be recorded in the Register.

(b) Title: Title to the Notes passes by registration in the Register kept by the Registrar. The holder of each Registered Note shall (except as otherwise required by law) be treated as the absolute owner of such Registered Note for all purposes (whether or not it is overdue and regardless of any notice of ownership, trust or any other interest therein, any writing on the Note Certificate relating thereto (other than the endorsed form of transfer) or any notice of any previous loss or theft of such Note Certificate) and no person shall be liable for so treating such holder.

(c) Transfers: Subject to paragraphs (e), (f) and (g) below, a Registered Note may be transferred in whole or in part (provided that such part is, or is an integral multiple of, the Specified Denomination) upon surrender of the relevant Note Certificate, with the endorsed form of transfer duly completed, at the Specified Office of the Registrar or any Transfer Agent, together with such evidence as the Registrar and the Transfer Agent (if different) may reasonably require to prove the title of the transferor and the authority of the individuals who have executed the form of transfer. Where not all the Notes represented by the surrendered Note Certificate are the subject of the transfer, a new Note Certificate in respect of the balance of the Notes shall be issued to the transferor.

(d) Registration and delivery of Note Certificates: Within five business days of the surrender of a Note Certificate in accordance with paragraph (c) above, the Registrar shall register the transfer in question and deliver a new Note Certificate (of a like principal amount to the Notes transferred) to each relevant holder at its Specified Office or (at the request and risk of any such relevant holder) by uninsured first class mail (airmail if overseas) to the address specified for the purpose by such relevant holder. In this paragraph, "business day" means a day on which commercial banks are open for business (including dealings in foreign currencies) in the city where the Registrar has its Specified Office.

(e) No charge: The transfer of a Registered Note will be effected without charge by or on behalf of the Issuer or the Registrar but against such indemnity as the Registrar may require in respect of any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfer.

(f) Closed periods: Noteholders may not require transfers to be registered during the period of 15 days ending on the due date for any payment of principal or interest in respect of the Notes.

(g) Regulations concerning transfers and registration: All transfers of the Notes and entries on the Register are subject to the detailed regulations concerning the transfer of Notes scheduled to the Agency Agreement. The regulations may be changed by the Issuer with the prior written approval of the Registrar.

(h) Third Party Rights: No person (other than the Noteholders) shall have any right to enforce any term or condition of any Note under the Contracts (Rights of Third Parties) Act 1999.

5. STATUS OF THE NOTES

(a) The Senior Notes of each Series to be issued under the Programme will constitute direct, general, unsubordinated obligations of the Issuer, and if applicable, the Co-Issuer, secured as described in the Security Trust Deed, which rank and will at all times rank pari passu and ratably without any preference among themselves and with the other Senior Obligations of the Issuer and, if applicable, the Co-Issuer.

(b) The Senior Subordinated Notes to be issued under the Programme will constitute secured, debt obligations of the Issuer, and if applicable, the Co-Issuer, subordinated in right of payment only to the Senior Notes and not the Capital Notes Allocated to the same Specified Portfolio. The Senior Subordinated Notes will be secured as described in the Security Trust Deed, and rank and will at all times rank in right of payment pari passu and ratably without preference with all other Senior Subordinated Notes Allocated to the same Specified Portfolio. In the event of the liquidation of the Issuer or, if applicable, the Co-Issuer, the right of payment of holders of Senior Subordinated Notes will be subordinated to the full payment of the claims of all the Senior Secured Creditors, but will be senior to the claims of all the holders of Capital Notes Allocated to the same Specified Portfolio.

(c) The Capital Notes to be issued under the Programme will constitute secured, subordinated limited recourse obligations of the Issuer, secured as described in the Security Trust Deed.

Capital Notes will rank and will at all times rank in right of payment pari passu and ratably without preference with all other Capital Notes Allocated to the same Specified Portfolio. In the event of the liquidation of the Issuer, the right of payment of holders of Capital Notes will be subordinated to any obligations of the Issuer owing in respect of Senior Obligations and, to the extent then Allocated to the same Specified Portfolio, Senior Subordinated Notes.

6. SECURITY (a) Security As security for the payment and discharge of the Secured Obligations, the Issuer with full title guarantee charges to the Security Trustee (for the benefit of the Secured Creditors) by way of

first fixed charge:

(i) all Investments Acquired by the Issuer, and all principal, interest, premium, fees, expenses, indemnities and all other amounts owing to the Issuer in respect of such Investments, whether now existing or hereafter arising, and whether or not evidenced by a promissory note or other instrument, and any collateral security or guarantees therefor, including all collateral security granted under the Collateral Agreements relating thereto;

(ii) the proceeds of the issuance or incurrence of the Obligations and any other assets and properties purchased by the Issuer with such proceeds, and all principal, interest, premium, fees, expenses, indemnities and all other amounts owing to the Issuer in respect of such assets and properties, whether now existing or hereafter arising, and whether or not evidenced by a promissory note or other instrument, and any collateral security or guarantees therefor, including all collateral security granted under the Collateral Agreements relating thereto;

(iii) the Custody Accounts and all cash, moneys and financial assets deposited or credited thereto (including Derivative Assets);

(iv) all other bank, deposit and securities accounts of the Issuer, including any accounts established pursuant to any Transaction Document, and all financial assets, cash and moneys deposited or credited thereto;

(v) all rights (but no obligations) of the Issuer in, to and under the Collateral Agreements;

(vi) all rights (but no obligations) of the Issuer in, to and under Derivatives (including Associated Derivatives);

(vii) all rights (but no obligations) of the Issuer in, to and under Repo Agreements and Reverse Repo Agreements and all Tri-Party Agreements entered into with respect thereto;

(viii) all rights (but no obligations) of the Issuer in, to and under the Liquidity Facilities;



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