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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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(f) Insolvency Early Redemption: If the Security Trustee delivers to the Issuer an Insolvency Notice (an "Insolvency Redemption Event"), the Issuer shall be obliged, by giving not less than 20 nor more than 30 days' notice to the Principal Paying Agent or (as applicable) the Registrar and, in accordance with Condition 21 (Notices), the Noteholders (which notice shall be irrevocable), to redeem the Notes in whole, but not in part, at the greater of (i) par and (ii) the offer price of the Note (including interest accrued but unpaid, if any) as at noon London time on the day on which the Insolvency Redemption Event occurred (the "Redemption Price Calculation Date") were it to be issued at that time by a comparable rated issuer (the "Early Redemption Amount") on the date specified in such notice, which date shall be not later than the date which falls 30 days after the day on which the Insolvency Notice is served (the "Insolvency Redemption Date"). In the event that the Issuer does not duly deliver such a notice, the Insolvency Redemption Date shall be the date which falls 30 days after the day on which the Insolvency Notice was delivered to the Issuer. The Principal Paying Agent or (as applicable) the Registrar may then redeem the Notes at the Early Redemption Amount (Insolvency), determined by the Manager, together with interest accrued at the prevailing interest rate of the Notes being so redeemed (and as aforesaid) compounded on a monthly basis from the Redemption Price Calculation Date (as defined below) to (but excluding) the Insolvency Redemption Date. Not less than 10 days before the Insolvency Redemption Date, the Principal Paying Agent or (as applicable) the Registrar shall, in accordance with Condition 21 (Notices), give notice to the Noteholders of the Early Redemption Amount (Insolvency).

On the occurrence of a Mandatory Acceleration Event for the purposes of this Condition 12(f):

(i) if the Note is denominated in a Specified Currency other than U.S. dollars, the Early Redemption Amount (Insolvency) shall be converted into U.S. dollars at the spot rate for the purchase of the relevant amount of such currency with U.S. dollars in the London foreign exchange markets at noon on the Redemption Price Calculation Date (the Redemption Price so converted into U.S. dollars being herein referred to, together with any Early Redemption Amount (Insolvency) denominated in U.S.

dollars, as the "Dollar Amount"); and (ii) the amount payable on the Insolvency Redemption Date shall be such amount of the relevant Specified Currency as can be purchased with the Dollar Amount together with interest accrued on the Dollar Amount in accordance with Condition 12(f)(i) above at the spot rate for the sale of U.S. dollars for the relevant Specified Currency in the London foreign exchange markets at noon on the day which falls two Business Days before the Insolvency Redemption Date; and (iii) if the due amount or any part thereof is not paid by the Issuer on the Insolvency Redemption Date an amount of the aggregate of the Dollar Amount and any interest accrued thereon corresponding to the unpaid portion of such due amount shall bear interest at LIBOR (as aforesaid), compounded on a monthly basis, and any subsequent payment in respect of the outstanding Dollar Amount and accrued interest shall be paid in the Specified Currency, converted, if the Specified Currency is not U.S. dollars, from U.S. dollars at the spot rate for the sale of U.S. dollars for the relevant Specified Currency in the London foreign exchange markets at noon on the day which falls two Business Days before the date on which such payment is made.

(g) Substitute Manager Redemption: If no Substitute Manager has been identified by the Security Trustee within 60 days of the date the Security Trustee is notified or has actual knowledge that the Manager is not the Enforcement Manager pursuant to Clause 3.2 of the Security Trust Deed, the Issuer shall redeem, in whole (but not in part) the outstanding Senior Term Notes at par (it being understood and agreed that in the case of any Senior Term Notes issued at a discount such Senior Term Notes shall be redeemed net of any unearned original issue discount, and in the case of any Senior Term Notes issued at a premium such Senior Term Notes shall be redeemed net of such premium) by giving not less than 20 nor more than 30 days' notice to the Principal Paying Agent or (as applicable) the Registrar and, in accordance with Condition 21 (Notices), the Noteholders (which notice shall be irrevocable).

(h) Enforcement Redemption: The Issuer may, on any date occurring on or after the anniversary of the Enforcement Date (the "Enforcement Redemption Date"); provided that no other redemption of the Notes shall have occurred prior thereto, by giving not less than 30 nor more than 60 days' notice to the Security Trustee or Receiver (as the case may be), the Principal Paying Agent and, in accordance with Condition 21 (Notices), the Noteholders (which notice shall be irrevocable), redeem the Notes in whole but not in part, at the amount calculated in accordance with paragraph (h)(i) below (the "Enforcement Redemption Amount") together with interest accrued to (but excluding) the Enforcement Redemption Date. Not less than ten days before the Enforcement Redemption Date, the Principal Paying Agent shall give notice to the Noteholders of the Enforcement Redemption Amount by publishing a notice in accordance with Condition 21 (Notices). The Issuer shall not deliver any such notice in respect of any Note unless it simultaneously delivers such a notice to redeem all other Notes, ECP Notes and USCP Notes outstanding at such time.





(i) The Redemption Price Calculation Date in the case of a redemption pursuant to Condition 12(f) above shall be the day which falls 20 days before the Enforcement Redemption Date and, in the case of a redemption pursuant to Condition 12(f) above shall be the day on which the Insolvency Redemption Event occurred, as the case may be. The Redemption Price relating to redemptions under Condition 12(f) above shall be, for each Note other than Zero Coupon Notes, the offer price of such Note (including interest accrued but unpaid, if any) as at noon London time on the Redemption Price Calculation Date were such Note to be issued at that time by a comparable issuer rated AAA/A-1+ by S&P and Aaa/P-1 by Moody's (ignoring for this purpose any negative effect on such offer price of the events leading to the redemption and irrespective of the then current ratings of the Programme), subject as provided in Condition 5(b)(Status of the Notes). In the case of Zero Coupon Notes, the Redemption Price shall be the greater of (a) the amount calculated under paragraph (k) (Early Redemption of Zero Coupon Notes) below and (b) the amount calculated under this paragraph (h)(i). The Issuer shall procure that the Principal Paying Agent (on the recommendation of the Manager, where practicable) will, jointly with the paying agents under the ECP Programme and the USCP Programme (each as defined in the Base Prospectus), retain a leading investment bank approved by the Security Trustee to determine, or assist the Principal Paying Agent in the determination of, the Redemption Price (or any element thereof) and may rely on any such determination arrived at or assistance provided by such investment bank to the Principal Paying Agent and shall not be obliged to make any independent investigation as to its accuracy. Such determination shall be done on the basis of standard valuation techniques generally accepted in the London market at that time.

(i) Regulatory Redemption: In order to avoid the need for registration of the Issuer and, if applicable, the Co-Issuer as an investment company under the U.S. Investment Company Act, the Issuer, at its option, may redeem any Notes held by any person who was neither (A) a QIB that is also a QP nor (B) a non-U.S. Person ("Approved Investor") at the time such person acquired such Notes. The Issuer, at its option, also may redeem any Notes if such redemption is necessary to comply with applicable anti-money laundering laws. Any redemption undertaken pursuant to either of the two preceding sentences constitutes a "Regulatory Redemption". Prior to any Regulatory Redemption, the Issuer will provide evidence to the Principal Paying Agent and Registrar that such Regulatory Redemption is necessary in order to avoid registration of the Issuer under the U.S. Investment Company Act or to comply with applicable anti-money laundering laws. The Issuer shall have sole discretion to select both the redemption date for any Regulatory Redemption (the "Regulatory Redemption Date") and the Notes to be redeemed. The Registrar, on behalf of the Issuer, will send written notice to the registered holder of any Note being redeemed in a Regulatory Redemption not less than five nor more than thirty Business Days prior to the Regulatory Redemption Date. In connection with any such Regulatory Redemption, the Issuer shall on the Regulatory Redemption Date pay the applicable redemption price (the "Regulatory Redemption Price") to the holder of the redeemed Note upon presentation and surrender of such Note.

The Regulatory Redemption Price of any Note will be the lesser of (i) its outstanding principal amount as of the Regulatory Redemption Date, or (ii) its Net Value at the close of business on the Valuation Date, together with, in each case, accrued but unpaid Base Interest due on such Note to (but excluding) the Regulatory Redemption Date, and reduced by, in each case, any out-of-pocket losses, costs or expenses (including, without limitation, reasonable counsel fees and disbursements) incurred by the Issuer in connection with such Regulatory Redemption. The Issuer, at its election, also may require any holder of Notes (i) who is not an Approved Investor to transfer its Notes to an Approved Investor, or (ii) to transfer its Notes to an Approved Investor if such transfer is necessary to comply with applicable anti-money laundering laws.

(j) No other redemption: The Issuer shall not be entitled to redeem the Notes otherwise than as provided in Conditions 12(a), 12(b), 12(c), 12(e), 12(f), 12(g), 12(h) and 12(i). In particular, the occurrence of an Enforcement Event and/or Insolvency Event (other than as specified in 12(f) above) and the subsequent enforcement of the Security will not of itself result in acceleration of the Notes.

(k) Redemption restriction:

–  –  –

(l) Early redemption of Zero Coupon Notes: Unless otherwise specified in the relevant Final Terms, the Redemption Amount payable on redemption of a Zero Coupon Note at any time

before the Maturity Date shall be an amount equal to the sum of:

–  –  –

(ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed

–  –  –

(ii) The Issuer may, in its sole discretion, subject to the terms of the Security Trust Deed, from time to time agree to repurchase outstanding Capital Notes from the holders thereof ("Voluntary Repurchases"). The repurchase price paid by the Issuer for any Capital Note will be agreed between the Issuer and the holder and will not exceed the lesser of (i) the outstanding principal amount of such Capital Note as of the repurchase date (the "Repurchase Date"), or (ii) the Net Value of such Capital Note at the close of business on the Valuation Date, together with, in each case, any accrued but unpaid Base Interest on such Capital Note to (but excluding) the Repurchase Date. The Issuer has no obligation whatsoever to engage in any Voluntary Repurchases. In particular, any decision made by the Issuer to repurchase Capital Notes from any particular holder will not obligate the Issuer to engage in future Voluntary Repurchases with that holder or to make Voluntary Repurchases from any other holder. The Issuer is not permitted to engage in any Voluntary Repurchase unless it has received a Ratings Confirmation with respect to such repurchase. The Issuer will instruct the Principal Paying Agent immediately to cancel any Capital Notes that the Issuer acquires through Voluntary Repurchases.

(n) Cancellation: All Notes so redeemed or purchased by the Issuer and any Note Certificates relating thereto shall be cancelled and may not be reissued or resold.

13. PAYMENTS (a) Notes (i) Principal: Payments of principal due on final redemption of Notes shall be made only against presentation and (provided that payment is made in full) surrender of the relevant Note Certificate at the Specified Office of the Registrar or any Transfer Agent. If the due date for payment of principal in respect of any Registered Note is not a Relevant Financial Centre Day (as defined below), then the holder thereof will not be entitled to payment thereof until the next day which is such a day, and from such day and thereafter will be entitled to receive payment by check on any Local Banking Day (as defined below) and will be entitled to payment by transfer to a designated account on any day which is a Local Banking Day, a Relevant Financial Centre Day and a day on which commercial banks and foreign exchange markets settle payments in the relevant currency in the place where the relevant designated account is located and no further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with these Terms and Conditions in which event interest shall continue to accrue at the rate in effect immediately prior to such date.

(ii) Interest: Payments of interest due (other than on final redemption) in respect of the Notes will be paid to the holder thereof (or, in the case of joint holders, the first

–  –  –



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