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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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Summary of the Management Agreement Pursuant to the Management Agreement, each of the Issuer and the Co-Issuer has appointed the Manager for the purpose of purchasing and managing its Investments in accordance with the Investment Objectives described herein under "The Issuer's Business – Acquisition and Management of the Portfolio - Investment Objectives" above, arranging funding for the Issuer in accordance with its Funding Objectives described herein under "The Issuer's Business – Funding of the Portfolio Funding Objectives" above, and complying with certain obligations, operating procedures and principles set out in the Management Agreement, effective until the Manager's appointment is terminated as described below.

Downgrade of the Manager

In the event that the long term senior unsecured debt of HSH Nordbank AG is rated below Baa3 by Moody's or below BBB- by S&P (a "Downgrade Event"), the Manager shall, within 120 days of such event (a) implement and/or procure that an entity within the Manager's group implements an adequate operating procedure to manage the Issuer's business, such operating procedure to require Rating Confirmation; and (b) appoint a Stand-by Manager to perform its obligations under the Management Agreement in the event that the appointment of the Manager is terminated pursuant to a Downgrade Termination Event.

In the event that the long term senior unsecured debt of HSH Nordbank AG is rated below Ba2 by Moody's or rated below BB by S&P (a "Downgrade Termination Event"), the Issuer or (after the Enforcement Date) the Security Trustee shall, within 30 days of such event (a) terminate the appointment of the Manager and (b) appoint the Stand-by Manager as Substitute Manager.

The conditions described below with respect to the Manager Transition Date (as defined below) shall apply to any transferee or new Manager assuming the rights and obligations of the Manager under the Management Agreement. See "Termination of appointment of and substitution of the Manager".

"Stand-by Manager" means a person with experience in managing structured investment vehicles appointed in the capacity of Stand-by Manager under and pursuant to the Management Agreement and as to which a Rating Confirmation has been received.

Remuneration of the Manager The Issuer will pay to the Manager, quarterly in arrears, on each Fee Payment Date certain management expenses and fees. The fees will be payable only from Deposited Funds that are payable after payment or provision for payment of the Notes and obligations senior to such fees in the Priority of Payments. To the extent that there are insufficient funds to pay such fees and expenses, the fees and expenses may be deferred to the next Fee Payment Date upon which funds are available. The fees will consist of a senior fee, subordinated fee and an incentive fee, each calculated on the basis of a fixed percentage of the average daily value of the Issuer's assets from and including the immediately preceding Fee Payment Date to but excluding such Fee Payment Date. If there are insufficient funds on any Fee Payment Date to pay any portion or all of the subordinated fee or the incentive fee, such portion or all of such fees shall not be deferred but rather extinguished and shall no longer but due and payable.

Termination of appointment of and substitution of the Manager

The Manager's appointment will terminate on the occurrence of any of the following events:

(a) the payment in full of the Secured Obligations, the liquidation of the Portfolio (including the closing out of all Reverse Repo Transactions and Repo Transactions which have been designated as Investments) and the distribution of the proceeds therefrom in accordance with the Transaction Documents;

(b) the Manager Transition Date (as defined below);

(c) a Downgrade Event or a Downgrade Termination Event; or (d) replacement thereof in accordance with Clause 3.2 (Replacement of the Manager) of the Security Trust Deed.

Pursuant to Clause 3.2 (Replacement of Manager) of the Security Trust Deed, following Confirmation of an Enforcement Event, if the Manager is not the Enforcement Manager, the Security Trustee is entitled to (a) direct the Issuer to terminate the appointment of the Manager and (b) direct the Issuer to appoint a Substitute Manager specified by the Security Trustee in accordance with the terms thereof.

See "Security and its Enforcement".

The Manager may resign, provided that such resignation shall not be effective until the Manager Transition Date (as defined below).

In addition, the Issuer or, after the Enforcement Date the Security Trustee pursuant to Clause 3.18 (Termination of Manager) of the Security Trust Deed shall in the case of paragraphs (a), (b) and (c) below, upon becoming aware (or in the case of Security Trustee having actual knowledge) of such event immediately notify the Manager or the Enforcement Manager, as the case may be, the Rating Agencies and the Dealers of the occurrence of such event, and may, or in the case of paragraphs (b) and (c), shall notify each such party of its intention to terminate the appointment of the Manager or the Enforcement Manager, as the case may be, under the Management Agreement and appoint, in the case of the Manager only, a substitute Manager (a "Substitute Manager") effective as of the date

specified in such notice, in the event that:





(a) the Manager or the Enforcement Manager, as the case may be, commits a material breach of its obligations under the Management Agreement (except due to events or circumstance beyond its control) and such breach has not, within 30 Business Days of the earlier of the Manager or Enforcement Manager, as the case may be, being notified of or discovering such breach, been waived by the Issuer or, as applicable, the Security Trustee, or rectified to the Issuer's or, as applicable, the Security Trustee's reasonable satisfaction;

(b) the Manager or the Enforcement Manager, as the case may be, fails to have any necessary consent, licence, approval or authorisation required in order to perform its obligations under the Management Agreement and such failure has not, within 30 Business Days of the earlier of the Manager or the Enforcement Manager, as the case may be, being notified of or discovering such failure, been waived by the Issuer or, as applicable, the Security Trustee or rectified to the Issuer's or, as applicable, the Security Trustee's reasonable satisfaction; or (c) the Manager or the Enforcement Manager, as the case may be, becomes insolvent; and in the case of sub-clauses (a) and (b), such breach or failure (as the case may be) shall be reasonably likely to have an adverse effect on the holders of rated Notes.

Following any termination of the appointment of the Manager as described above, the Issuer shall appoint a Substitute Manager effective as of the date specified in the notice of termination, subject as described below.

The "Manager Transition Date" is the later of (i) in the case of any termination pursuant to the optional termination events or mandatory termination events described above in sub-paragraphs (a), (b) and (c) with respect to the Manager: the later of (1) the termination date stipulated in a notice delivered thereunder and (2) the Business Day on which the conditions set out in sub-paragraph (iv) below, have been met; (ii) in the case of any termination as a result of a Downgrade Event, the later of: (1) the date 90 days after the occurrence of a Downgrade Event and (2) the Business Day on which the conditions set out in sub-paragraph (iv) below, have been met; (iii) in the case of any termination as a result of a Downgrade Termination Event, the later of: (1) the date 30 days after the occurrence of a Downgrade Termination Event and (2) the Business Day on which the conditions set out in subparagraph (iv) below, have been met; and (iv) in any case the date when all of the following conditions are met: (A) the proposed Substitute Manager has obtained all necessary consents, licences, approvals and authorisations required under applicable law in order to perform its obligations as Substitute Manager; (B) Rating Confirmation has been obtained with respect thereto;

and (C) the proposed Substitute Manager has agreed to be bound by the terms of the Management Agreement as if it were a party thereto and as if references to the Manager were references to the Substitute Manager.

Description of the Performance and Indemnity Deed

Since HSH Nordbank Securities S.A. is not rated by the Rating Agencies, HSH Nordbank AG has agreed to act as a performance undertaking provider (the "Performance Undertaking Provider").

The Performance Undertaking Provider will guarantee the payment and other obligations of the Manager under the Management Agreement and the other Transaction Documents pursuant to the terms of a performance indemnity deed (the "Performance Undertaking").

THE ADMINISTRATION AGREEMENT

The Administration Agreement The Issuer and the Administrator have entered into the Administration Agreement in order to appoint the Administrator to provide certain administration services to the Issuer. The Administration

Agreement provides for termination:

(a) upon the expiry of at least three months' notice of termination given by the Administrator to the Issuer, such termination not to be effective until a successor administrator has been appointed;

(b) upon the expiry of at least three months' notice of termination given by the Issuer to the Administrator; or (c) immediately, upon one party giving to the other party notice of termination in the event of: (i) the property of another party being declared en désastre or that party becoming insolvent or going into liquidation (other than a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the parties to the Administration Agreement) or a receiver being appointed or some event having equivalent effect occurring; or (ii) another party committing a material breach of the Administration Agreement and (if such breach is capable of remedy) that party not making good such breach within thirty days of service upon the party in breach of notice requiring the remedy of such breach.

Except as otherwise stated below no party shall be entitled to assign or otherwise transfer the benefit or burden of the Administration Agreement to any other person without the prior written consent of the other party.

The Administrator shall be entitled to assign the benefit of the Administration Agreement to a company which is a subsidiary or a holding body (as those expressions are defined by Article 2 of the Companies (Jersey) Law 1991) of the Administrator or a subsidiary (other than the Administrator) of a holding body of the Administrator. The Issuer may assign its benefit, rights and interests in the Administration Agreement pursuant to the Jersey Security Agreement.

–  –  –

Security Trust Deed Under the Security Trust Deed, the Issuer, as security for the payment of the Secured Obligations, has assigned the benefit of the Assigned Documents (other than the Security Documents) and any other agreement or document to which the Issuer is a party or to which it is, or may at any time be, expressed to have the benefit or to have any interest thereunder, and has granted first-ranking security over the whole of the assets (excluding the Security Documents and any asset over which security has been granted pursuant to the assignment as described above) to the Security Trustee as trustee for the Secured Creditors. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge so created. Notwithstanding the foregoing, the Security Trustee will not have first-ranking security over Assets which are the subject of a Repo Agreement; however the Security Trustee will have first-ranking security over the Issuer's redelivery rights with respect to such Assets.

Role of the Security Trustee The Security Trustee will be trustee of the security constituted by the Security Documents (the "Security"). The Security Trust Deed provides expressly for steps to be taken by the Security Trustee to enforce the security constituted by the Security Trust Deed.

In exercising any of its trusts, powers, authorities or discretions under the Security Trust Deed, the Security Trustee is required to have regard to the interests of the Secured Creditors as a class provided that if, in the opinion of the Security Trustee, there is a conflict between the interests of (i) the Senior Creditors and the interests of the other Secured Creditors, the Enforcement Manager or the Security Trustee (as applicable) will give priority to the interest of the Senior Creditors; or (ii) the Senior Subordinated Creditors and any other Secured Creditors (other than the Senior Creditors), the Enforcement Manager or the Security Trustee (as applicable) will give priority to the interest of the Senior Subordinated Creditors.

Notwithstanding that it may be a party to certain of them, the Security Trustee has no role or responsibility in relation to the monitoring or supervision or enforcement of the performance and observance by the Issuer or any other party thereto of the Transaction Documents (other than the Security Trust Deed). The Security Trustee's role in relation to the Security Trust Deed is limited by the terms of the Security Trust Deed.

The Security Trustee is not obliged to take any action under the Security Trust Deed unless the provisions of the Security Trust Deed expressly require it to do so or it is directed to do so by a resolution. In any event, no provision of the Security Trust Deed requires the Security Trustee to expend or risk its own funds or otherwise incur any liability (financial or otherwise) in the performance of any of its duties, or in the exercise of any rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or indemnity satisfactory to it against such risk or liability is not assured to it. In such circumstances the Security Trustee is entitled to refrain from performing such duties or exercising such rights or powers unless and until it has been indemnified and/or provided with security to its satisfaction. The Security Trustee is not liable to any person (including, without limitation, any Secured Creditor) for any loss or liability incurred by such person as a result of it refraining from performing such duties or exercising such rights or powers.

Enforcement of the Security



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