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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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(g) Calculation of Interest Amount: The Calculation Agent will, as soon as practicable after the time at which the Rate of Interest is to be determined in relation to each Interest Accrual Period, calculate the Interest Amount payable in respect of each Note for such Interest Accrual Period. The Interest Amount will be calculated by applying the Rate of Interest for such Interest Accrual Period to the principal amount of such Note during such Interest Accrual Period and multiplying the product by the relevant Day Count Fraction.

(h) Special Provision relating to Capital Notes: The holder of a Capital Note shall be entitled to interest on each Interest Payment Date at a rate specified and calculated in accordance with the relevant Final Terms. Where it is not possible to pay any part of the Interest Payment on the Interest Payment Date the amount not paid will be deferred.

Unless otherwise stated in the relevant Final Terms, Capital Notes will bear interest at 3month US$ LIBOR plus 0.25 percent (the "Base Coupon").

Following the Enforcement Date or if an Enforcement Event would occur as a result thereof, no payment of interest or other amounts shall be made in respect of Senior Subordinated Notes or Capital Notes unless outstanding Senior Obligations have been paid in full. For the avoidance of doubt, payments of interest, but not principal, may be made to holders of the relevant Senior Subordinated Notes notwithstanding that a Restricted Investment Event with respect to a Specified Portfolio or the entire Portfolio has occurred and is continuing or would occur as a result of such following payment.

(i) Additional Interest for Capital Notes: Holders of Capital Notes may receive additional interest calculated by the Manager by reference to the operating profits of the Issuer for the relevant period which will be set out separately in the relevant Final Terms for each Class and Series. Any such amount will be calculated in U.S. Dollars and payable in either U.S. Dollars or a Specified Currency converted from U.S. Dollars at the spot exchange rate, as specified in the applicable Final Terms. Payments of additional interest will be calculated on a quarterly basis and held in a reserve account pending the next relevant Payment Date for any Series of Capital Notes entitled to payment of additional interest.

(j) Calculation of other amounts: If the relevant Final Terms specifies that any other amount is to be calculated by the Calculation Agent, the Calculation Agent will, as soon as practicable after the time or times at which any such amount is to be determined, calculate the relevant amount. The relevant amount will be calculated by the Calculation Agent in the manner specified in the relevant Final Terms.

(k) Publication: The Calculation Agent will cause each Rate of Interest and Interest Amount determined by it, together with the relevant Interest Payment Date, and any other amount(s) required to be determined by it together with any relevant payment date(s) to be notified to the Paying Agents and each listing authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation as soon as practicable after such determination but (in the case of each Rate of Interest, Interest Amount and Interest Payment Date) in any event not later than the first day of the relevant Interest Period. The Principal Paying Agent or, as applicable, the Registrar shall promptly give notice thereof to the Noteholders in accordance with Condition 21 (Notices). The Calculation Agent will be entitled to recalculate any Interest Amount (on the basis of the foregoing provisions) without notice in the event of an extension or shortening of the relevant Interest Period.

(l) Notifications etc: All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of this Condition 9 by the Calculation Agent will (in the absence of manifest error) be binding on the Issuer, the Paying Agents and the Noteholders and (subject as aforesaid) no liability to any such person will attach to the Calculation Agent in connection with the exercise or nonexercise by it of its powers, duties and discretions for such purposes.

10. ZERO COUPON NOTE PROVISIONS

(a) Application: This Condition 10 is applicable to the Notes only if the Zero Coupon Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Late payment on Zero Coupon Notes: If the Redemption Amount payable in respect of any Zero Coupon Note is improperly withheld or refused, the Redemption Amount shall thereafter

be an amount equal to the sum of:

–  –  –

11. DUAL CURRENCY NOTE PROVISIONS

(a) Application: This Condition 11 is applicable to the Notes only if the Dual Currency Note Provisions are specified in the relevant Final Terms as being applicable.

(b) Rate of Interest: If the rate or amount of interest falls to be determined by reference to an exchange rate, the rate or amount of interest payable shall be determined in the manner specified in the relevant Final Terms.

12. REDEMPTION AND PURCHASE

(a) Scheduled redemption: Unless previously redeemed, or purchased and cancelled, the Notes will be redeemed at their Final Redemption Amount on the Maturity Date, subject as provided in Condition 13 (Payments).





(b) Redemption at the option of the Issuer:

(i) Senior Notes: If the Call Option is specified in the relevant Final Terms as being applicable, the Senior Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer's giving not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 21 (Notices) (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date).

(ii) Senior Subordinated Notes: If the Call Option is specified in the relevant Final Terms as being applicable, the Senior Subordinated Notes may be redeemed at the option of the Issuer in whole or, if so specified in the relevant Final Terms, in part on any Optional Redemption Date (Call) at the relevant Optional Redemption Amount (Call) on the Issuer's giving not less than 30 nor more than 60 days' notice to the Noteholders in accordance with Condition 21 (Notices) (which notice shall be irrevocable and shall oblige the Issuer to redeem the Notes or, as the case may be, the Notes specified in such notice on the relevant Optional Redemption Date (Call) at the Optional Redemption Amount (Call) plus accrued interest (if any) to such date).

–  –  –

(c) Partial redemption: If the Notes are to be redeemed in part only on any date in accordance with Condition 12(b) (Redemption at the option of the Issuer), the Notes to be redeemed shall be selected by the drawing of lots in such place as the Principal Paying Agent or, as the case may be, the Registrar approves and in such manner as the Principal Paying Agent or, as the case may be, the Registrar considers appropriate, subject to compliance with applicable law and the rules of each listing authority, stock exchange and/or quotation system (if any) by which the Notes have then been admitted to listing, trading and/or quotation, and the notice to Noteholders referred to in Condition 12(b) (Redemption at the option of the Issuer) shall specify the serial numbers (if any) of the Notes so to be redeemed. If any Maximum Redemption Amount or Minimum Redemption Amount is specified in the relevant Final Terms, then the Optional Redemption Amount (Call) shall in no event be greater than the maximum or be less than the minimum so specified.

(d) Redemption at the option of Noteholders: If the Put Option is specified in the relevant Final Terms as being applicable, the Issuer shall, at the option of the holder of any Note, redeem such Note on the Optional Redemption Date (Put) specified in the relevant Put Option Notice at the relevant Optional Redemption Amount (Put) together with interest (if any) accrued to such date. In order to exercise the option contained in this Condition 12(d), the holder of a Note must, not less than 30 nor more than 60 days before the relevant Optional Redemption Date (Put), deposit a duly completed Put Option Notice in the form as scheduled to the Programme Manual obtainable from the Registrar. The Registrar shall deliver a duly completed Put Option Receipt to the depositing Noteholders. Any Notes once deposited with a duly completed Put Option Notice in accordance with this Condition 12(d), may be withdrawn; provided, however, that if, prior to the relevant Optional Redemption Date (Put), any such Note becomes immediately due and payable or, upon due presentation of any such Note on the relevant Optional Redemption Date (Put), payment of the redemption moneys is improperly withheld or refused, the relevant Paying Agent shall mail notification thereof to the depositing Noteholder at such address as may have been given by such Noteholder in the relevant Put Option Notice and shall hold such Note at its Specified Office for collection by the depositing Noteholder against surrender of the relevant Put Option Receipt. For so long as any outstanding Note is held by a Paying Agent in accordance with this Condition 12(d), the depositor of such Note and not such Paying Agent shall be deemed to be the holder of such Note for all purposes.

(e) Redemption for Taxation Reasons: Unless specified otherwise in the relevant Final Terms, if, (i) as a result of any amendment to or change in the laws or regulations of Jersey or any political subdivision thereof or any authority or agency therein or thereof or in the interpretation or administration of any such laws or regulations which becomes effective on or after the Issue Date, the Issuer would, on the occasion of the next payment in respect of the Notes, be required to pay additional amounts as provided in Condition 14 (Taxation), (ii) both (A) one or more of the Issuer's Investments that were not subject to withholding tax when the Issuer committed to purchase them have become subject to withholding tax ("New Withholding Tax Obligations") or the rate of withholding has increased on one or more of the Issuer's Investments that were subject to withholding tax when the Issuer committed to purchase them ("Increased Rate Withholding Tax Obligations") and (B) in any Interest Period, the aggregate of the payments subject to New Withholding Tax Obligations and the increase in payments subject to Increased Rate Withholding Tax Obligations, in each case to the extent not "grossed-up" (on an after-tax basis) by the related obligor, represent 5% or more of Interest Proceeds for the Interest Period, or (iii) taxes, fees, assessments, or other similar charges are imposed on the Issuer or the Co-Issuer in an aggregate amount in any twelve-month period in excess of U.S.$1,000,000 (or its equivalent in other currencies), other than any deduction or withholding for or on account of any tax with respect to any payment owing in respect of any obligation that at the time of acquisition, conversion, or exchange does not satisfy the requirements of the Notes, the Issuer may, at its option, on any Interest Payment Date or, if so specified in the relevant Final Terms, at any time on giving not more than 60 nor less than 30 days' notice to the Noteholders (which notice shall be irrevocable) in accordance with Condition 21 (Notices) redeem all, but not some only, of the Notes at their Redemption Amount together with interest accrued (if any) to the date fixed for redemption, provided that no such notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such additional amounts were a payment in respect of the Notes then due. Prior to the publication of any notice of redemption pursuant to this Condition 12(e), the Issuer shall deliver to the Principal Paying Agent and, in the case of the Notes, the Registrar a certificate signed by a Director of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of the facts showing that the condition precedent to the right of the Issuer to so redeem has occurred and an opinion of independent legal advisers of recognised standing to the effect that the Issuer has or will become obliged to pay such additional amounts as a result of such change or amendment and such certificate shall be conclusive and binding as to all the matters therein referred to. Upon the expiry of any such notice, the Issuer shall be bound to redeem the Notes.



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