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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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(iii) Currency: Notwithstanding the provisions of Condition 13(b)(iii), payment of amounts (whether principal, interest or otherwise) due (other than on final redemption) in respect of the Notes will be made in the currency in which such amount is due by check posted to the address as recorded in the Register of the holder thereof (or, in the case of joint holders, the first-named) on the applicable Banking Day not later than the relevant due date for payment unless prior to the relevant Record Date the holder thereof (or, in the case of joint holders, the first-named) has applied to the Registrar and the Registrar has acknowledged such application for payment to be made to a designated account denominated in the relevant currency, in which case payment shall be made on the relevant due date for payment by transfer to such account. In the case of payment by transfer to an account, if the due date for any such payment is not a Relevant Financial Centre Day, then the holder thereof will not be entitled to payment thereof until the first day thereafter which is 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 (b) Payments - General

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(ii) Partial Payments: If a Paying Agent makes a partial payment in respect of any Note Certificate presented to it for payment, such Paying Agent will endorse thereon a statement indicating the amount and date of such payment.

(iii) Payments: Payments of amounts due (whether principal, interest or otherwise) in respect of Notes will be made in the currency in which such amount is due by transfer to an account denominated in that currency (or, if that currency is Euro, any other account to which Euro may be credited or transferred) and maintained by the payee with, a bank in the Relevant Financial Centre of that currency (which shall be, in the case of a sterling cheque, a town clearing branch of a bank in the City of London).

(iv) Payments subject to fiscal laws: All payments in respect of the Notes are subject in all cases to any applicable fiscal or other laws and regulations in the place of payment, but without prejudice to the provisions of Condition 14 (Taxation).

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(vi) Exchange controls etc: If by reason of force majeure or an act of state (including, without limitation, the imposition of exchange controls) it becomes impossible or unlawful for the Issuer to make, or the Issuer is prevented from making, payments under any Note in the Specified Currency, payment under such Notes shall be made in U.S. dollars in same day funds at the spot rate of exchange.

14. TAXATION

(a) Payments free of tax: The Issuer has been formed as an exempt company under the laws of Jersey. All payments of principal and interest in respect of the Notes by or on behalf of the Issuer shall be made free and clear of, and without withholding or deduction for, any taxes, duties, assessments or governmental charges of whatsoever nature imposed, levied, collected, withheld or assessed by Jersey or any political subdivision or any authority thereof or therein having power to tax, unless such withholding or deduction is required by law. Without prejudice to the Issuer's right of redemption under Condition 12(e) (Redemption for Tax Reasons), in the event that the Issuer is subject to any deduction for or on account of withholding taxes in the future, all payments of principal and interest in respect of the Notes will be made net of such withholding taxes and without the Issuer being obliged to pay additional amounts in respect thereof.

15. EVENTS OF DEFAULT It should be noted that the occurrence of an Enforcement Event does not automatically lead to an acceleration of the Notes, except as provided in Condition 12(f) (Insolvency Early Redemption) above.

If any of the following events in relation to the Notes occurs and is continuing then the Majority Secured Creditors may, and subject to and in accordance with the provisions of the

Security Trust Deed, direct the Security Trustee to enforce the Security:

(a) Non-payment: the Issuer or the Co-Issuer fails to pay any amount of principal in respect of the Notes on the due date for payment thereof or fails to pay any amount of interest in respect of the Notes within three Business Days of the due date for payment thereof; or (b) Breach of other obligations: the Issuer or the Co-Issuer defaults in the performance or observance of any of its other obligations under or in respect of the Notes (and such default does not otherwise amount to an Event of Default under this Condition 15) and such default remains unremedied for 30 calendar days after written notice thereof, addressed to the Issuer, and if applicable, the Co-Issuer by any Noteholder, has been delivered to the Issuer or to the Specified Office of the Principal Paying Agent or (as the case may be) the Registrar; or (c) Security enforced: a secured party takes possession, or a receiver, manager or other similar officer is appointed, of the whole or a substantial part of the undertaking, assets and revenues of the Issuer; or (d) Insolvency etc: an Insolvency Event with respect to the Issuer or Co-Issuer occurs and is continuing; or (e) Analogous event: any event occurs which under the laws of Jersey has an analogous effect to any of the events referred to in Conditions 15(c) and 15(d) above; or (f) Failure to take action etc: any action, condition or thing at any time required to be taken, fulfilled or done in order (i) to enable the Issuer lawfully to enter into, exercise its rights and perform and comply with its obligations under and in respect of the Notes, (ii) to ensure that those obligations are legal, valid, binding and enforceable and (iii) to make the Notes admissible in evidence in the courts of Jersey is not taken, fulfilled or done; or (g) Unlawfulness: it is or will become unlawful for the Issuer to perform or comply with any of its obligations under or in respect of the Notes; or (h) Government intervention: (i) all or any substantial part of the undertaking, assets and revenues of the Issuer is condemned, seized or otherwise appropriated by any person acting under the authority of any national, regional or local government or (ii) the Issuer is prevented by any such person from exercising normal control over all or any substantial part of its undertaking, assets and revenues.





No Noteholders of any Series of Notes shall be entitled to proceed directly against the Issuer to enforce the Security unless the Security Trustee, having become bound so to proceed, fails to do so within a reasonable period and such failure shall be continuing.

16. PRESCRIPTION Claims for principal shall become void unless the relevant Notes or (if applicable) Note Certificates are presented for payment within ten years of the appropriate Relevant Date.

Claims for interest shall become void unless the relevant Note Certificates (if applicable) are presented for payment within five years of the appropriate Relevant Date.

17. REPLACEMENT OF NOTES AND NOTE CERTIFICATES

If any Note is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Principal Paying Agent and if any Note Certificate is lost, stolen, mutilated, defaced or destroyed, it may be replaced at the Specified Office of the Registrar (and, if the Notes are then admitted to trading and/or quotation by any listing authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Paying Agent having its Specified Office in the place required by the rules of such listing authority, stock exchange and/or quotation system), subject to all applicable laws and listing authority, stock exchange and/or quotation system requirements, upon payment by the claimant of the expenses incurred in connection with such replacement and on such terms as to evidence, security, indemnity and otherwise as the Issuer may reasonably require.

Mutilated or defaced Notes or Note Certificates must be surrendered before replacements will be issued.

18. PAYING AGENTS (a) In acting under the Agency Agreement and in connection with the Notes, the Paying Agents act solely as agents of the Issuer and, if applicable, the Co-Issuer, and do not assume any obligations towards or relationship of agency or trust for or with any of the Noteholders.

(b) The initial Paying Agents and their initial specified offices are listed below. The initial Calculation Agent (if any) is specified in the relevant Final Terms. The Issuer reserves the right at any time to vary or terminate the appointment of any Principal Paying Agent and to appoint a successor Principal Paying Agent or Calculation Agent and additional or successor

paying agents; provided, however, that:

(i) the Issuer shall at all times maintain a Principal Paying Agent; and

–  –  –

(iii) if a Calculation Agent is specified in the relevant Final Terms, the Issuer shall at all times maintain a Calculation Agent; and (iv) if and for so long as the Notes are admitted to trading and/or quotation by any listing authority, stock exchange and/or quotation system which requires the appointment of a Paying Agent in any particular place, the Issuer shall maintain a Paying Agent having its Specified Office in the place required by the rules of such listing authority, stock exchange and/or quotation system.

(c) Notice of any change in any of the Paying Agents or in their Specified Offices shall promptly be given to the Noteholders in accordance with Condition 21 (Notices) below.

19. MEETINGS OF NOTEHOLDERS; MODIFICATION AND WAIVER

(a) Meetings of Noteholders: The Agency Agreement contains provisions for convening meetings of Noteholders to consider matters relating to the Notes, including the modification of any provision of these Conditions. Any such modification may be made if sanctioned by an Extraordinary Resolution. Such a meeting may be convened by the Issuer and shall be convened by it upon the request in writing of Noteholders holding not less than one-tenth of the aggregate principal amount of the outstanding Notes and may be convened by the Principal Paying Agent and/or the Registrar at the request of the Security Trustee. The quorum at any meeting convened to vote on an Extraordinary Resolution will be two or more persons holding or representing more than 50% of the aggregate principal amount of the outstanding Notes or, at any adjourned meeting, two or more persons being or representing Noteholders whatever the principal amount of the Notes held or represented; provided, however, that Reserved Matters may only be sanctioned by an Extraordinary Resolution passed at a meeting of Noteholders at which two or more persons holding or representing not less than three-quarters or, at any adjourned meeting, one quarter of the aggregate principal amount of the outstanding Notes form a quorum. Any Extraordinary Resolution duly passed at any such meeting shall be binding on all the Noteholders, whether present or not.

In addition, a resolution in writing signed by or on behalf of all Noteholders who for the time being are entitled to receive notice of a meeting of Noteholders will take effect as if it were an Extraordinary Resolution. Such a resolution in writing may be contained in one document or several documents in the same form, each signed by or on behalf of one or more Noteholders.

(b) Modification and Waiver: The Notes and these Conditions may be amended without the consent of the Noteholders to correct a manifest error or in respect of a modification which is of a formal, minor or technical nature or if such amendment is not materially prejudicial to the Noteholders. In addition, the parties to the Agency Agreement may agree to amend or modify any provision thereof without the consent of the Noteholders where such modification is of a formal, minor or technical nature or is made to correct a manifest error or not materially prejudicial to the Noteholders. The parties to the Agency Agreement may also waive any breach or proposed breach of the provisions of the Agency Agreement provided that such breach is not materially prejudicial to the Noteholders.

(c) Rating Agency Confirmation: In addition to the above requirements, any modification to, or waiver of a breach or proposed breach of the Notes or the Agency Agreement (other than a modification, waiver, breach or proposed breach permitted under Condition 18(b) above) is subject to receipt by the Issuer of a Rating Confirmation.

20. FURTHER ISSUES

Subject to the relevant Final Terms, the Issuer or the Issuers, as the case may be, may from time to time, without the consent of the Noteholders, create and issue further notes having the same terms and conditions as any of the Senior Notes, the Senior Subordinated Notes or the Capital Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with such Notes. The Issuer or the Issuers, as applicable, shall not be permitted to issue any additional Series of Notes of any Tranche, Class or Tier unless a Rating Confirmation is received with respect thereto.

21. NOTICES



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