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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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Mandatory Acceleration Event

If the Manager or the Issuer notifies the Security Trustee of the occurrence of a Mandatory Acceleration Event, or the Security Trustee becomes aware of the occurrence of such an event, (i) the Security Trustee (or a Receiver on its behalf) shall draw down all available amounts under Liquidity Facilities (if any) and liquidate investments in Money Market Funds; (ii) all Senior Obligations shall become immediately due and payable and the Issuer will cause a redemption in whole (but not in part) of 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); and (iii) the Security Trustee shall be entitled to appoint a Receiver in accordance with Clause 4.6 (Appointment and rights of Receivers) of the Security Trust Deed and shall cause the collection of the proceeds of the Collateral and all amounts received on the Collateral shall be applied towards payment of the Senior Obligations on a pro rata basis based on the amounts which have become so due and payable, in accordance with the Priority of Payments.

Confirmation of Enforcement Events

The Collateral shall become immediately enforceable upon the Confirmation (as defined below) of an Enforcement Event notwithstanding that none of the Secured Obligations are then due and payable.

The power of sale and other powers under the Security Trust Deed, shall be immediately exercisable by the Security Trustee or the Security Trustee's agents upon and at any time after the Confirmation of any Enforcement Event.

Notification of Enforcement Event Upon Confirmation (as defined below) of an Enforcement Event, the Security Trustee shall (i) promptly (and in no event later than two (2) Business Days thereafter) deliver an Enforcement Notice, specifying the Enforcement Event which has occurred, to the Issuer, the Manager, the Custodian, the Cash Manager, any Securities Intermediary, the Rating Agencies, each Derivative Counterparty, each Repo Counterparty, each Reverse Repo Counterparty, each Dealer, each Liquidity Agent each of the Liquidity Providers, the Administrator and each Securities Agent (subject, in each case, to the Security Trustee receiving notice details therefor pursuant to the Security Trust Deed), (ii) promptly (and in no event later than two (2) Business Days thereafter) request each Securities Agent to provide notice to the holders of the Notes for which it is a paying agent of the occurrence of an Enforcement Event, (iii) promptly (and in no event later than one (1) Business Day thereafter) deliver a "Notice of Exclusive Control" pursuant to, and as defined in each Account Control Agreement, if any, to any Securities Intermediary thereunder or an equivalent notice to the Custodian (in the case of the Custody Accounts), and to the "Bank" pursuant to, and as defined in each Account Control Agreement, if any, and (iv) promptly (and in no event later that one (1) Business Day thereafter) deliver a notice to the Custodian (in the case of the Custody Accounts other than the U.S. Securities Accounts) revoking the signing rights on the Custody Accounts such that amounts may be withdrawn only by (or on the instruction of) the Security Trustee.

"Securities Intermediary" means any entity in the capacity of securities intermediary under any Account Control Agreement, and any successor thereto.

"Majority Secured Creditors" means, at any time, (i) holders of 50% or more of the outstanding principal balance of the Senior Notes or (ii) if no Senior Notes are outstanding, holders of 50% or more of the principal balance, face amount or other amount, as applicable, of all remaining Senior Obligations (including, solely for the purposes of the calculation in this clause (ii), the amount of any contingent claims or other unliquidated amounts constituting Senior Obligations as though they were liquidated amounts), or (iii) if no Senior Obligations are outstanding, holders of 50% or more of the principal balance, face amount or other amount, as applicable, of all remaining Secured Obligations (including, solely for the purposes of the calculation in this clause (iii), the amount of any contingent claims or other unliquidated amounts constituting Secured Obligations as though they were liquidated amounts).

Enforcement Procedures Upon the Confirmation (as defined below) of an Enforcement Event and until the occurrence of a Mandatory Acceleration Event, unless the Manager's role as Enforcement Manager has been terminated pursuant to the Management Agreement, the Manager, as Enforcement Manager, shall exercise the Manager Standard and follow the Enforcement Procedures. The Security Trustee shall not be liable for any action taken by the Manager as Enforcement Manager.

If the Manager is not the Enforcement Manager following Confirmation of an Enforcement Event and until the occurrence of a Mandatory Acceleration Event, the Security Trustee shall, pending the appointment of a Substitute Manager as described below, use reasonable endeavours to procure that the Enforcement Procedures are complied with and shall be exclusively entitled (to the exclusion of the Manager, the Issuer and each other person) to follow the Enforcement Procedures and to take any enforcement actions against the Collateral (including the U.S. Collateral, if any, and the Jersey Collateral) provided in the Security Trust Deed (to the extent that compliance with the Enforcement Procedures does not adversely affect the interests of the Secured Creditors). Where the Security Trustee (or Receiver on its behalf) is required to make such determination and there exists a conflict between the interests of the (i) the Senior Creditors and the interests of the other Secured Creditors, the Security Trustee (or Receiver) will give priority to the interest of the Senior Creditors, or (ii) the Senior Subordinated Creditors and any other Secured Creditors (other than a Senior Creditor), the Security Trustee (or Receiver) will give priority to the interest of the Senior Subordinated Creditors.





Upon the occurrence of a Mandatory Acceleration Event, the Security Trustee (or Receiver on its behalf) shall take enforcement action against the Collateral (including the U.S. Collateral, if any, and the Jersey Collateral) not otherwise prohibited by the Security Documents or any applicable Law or regulation and retain and liquidate the Collateral and make distributions to the Secured Creditors in accordance with the terms of the Security Trust Deed, any Account Control Agreement, the Jersey Security Agreement and the other Security Documents, as applicable.

Replacement of Manager 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 connection with any such termination and appointment, the Security Trustee: (i) is entitled to assume that the Manager is the Enforcement Manager unless it is informed otherwise by the Manager or has actual knowledge that the Manager is not the Enforcement Manager; (ii) shall use its reasonable endeavours to identify a Substitute Manager and shall have no liability to any person if, having used its reasonable endeavours, it is unable to identify a suitable Substitute Manager; (iii) shall only direct the Issuer to appoint a Substitute Manager with Rating Confirmation; (iv) will only be required to attempt to identify such Substitute Manager for 60 days after it has been notified or has actual knowledge that the Manager is not the Enforcement Manager; (v) shall use reasonable endeavours to procure that the Enforcement Procedures are complied with during the time it is attempting to identify such Substitute Manager; and (vi) shall not be responsible for carrying out any of the roles of the Enforcement Manager if no Substitute Manager has been appointed by the expiry of the period specified in (iv) above but shall instead appoint a Receiver.

In the event that the Security Trustee is unable to identify a Substitute Manager within 60 days of it being notified or having actual knowledge that the Manager is not the Enforcement Manager, a Mandatory Acceleration Event will occur.

Priority of Payments before Enforcement Prior to the earliest to occur of: (i) the Enforcement Date and (ii) the voluntary winding up of the Issuer, the Issuer (or the Cash Manager on its behalf) shall withdraw Deposited Funds from the Custody Accounts on any date on which an Obligation of the Issuer is due and payable and shall pay the Issuer's obligations when due; provided that, if at any time the Issuer does not have sufficient funds with which to pay all of its Obligations then due, such Obligations shall be paid in the following

order of priority:

(a) first, to pay, pro rata, out of Deposited Funds Allocated to all Specified Portfolios all Administrative Expenses (first to the Security Trustee, then to the Custodian, and then to the Securities Agents and other persons to whom such Administrative Expenses are owing) due on such date, in an aggregate amount which, in any calendar year in aggregate for all Specified Portfolios, does not exceed the Expense Cap Amount;

(b) second, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio all amounts due in respect of any other Senior Obligations Allocated to such Specified Portfolio (first to interest, then to principal and then to all other amounts in respect of each such Senior Obligation; and within each Class of Securities constituting a Senior Obligation in priority in accordance with the sequentially numbered Tiers thereof, with Tier 1 ranking in priority to all other Tiers of such Securities of such Class) due on such date;

(c) third, to pay, pro rata, out of Deposited Funds Allocated to all Specified Portfolios all Operating Expenses due on such date;

(d) fourth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all amounts due in respect of any Senior Subordinated Obligations Allocated to such Specified Portfolio (first to interest, then to principal and then to all other amounts in respect thereof;

and within each Class of Senior Subordinated Notes in priority in accordance with the sequentially-numbered Tiers thereof, with Tier 1 ranking in priority to all other Tiers of such Senior Subordinated Notes of such Class) due on such date;

(e) fifth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all Base Interest in respect of Capital Notes Allocated to such Specified Portfolio due on such date;

(f) sixth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, any principal in respect of the Capital Notes Allocated to such Specified Portfolio due on such date (within the Capital Notes in priority in accordance with the sequentially numbered Tiers thereof, with Tier 1 ranking in priority to all other Tiers of Capital Notes);

(g) seventh, to pay, out of Deposited Funds Allocated to any Specified Portfolio, the amount (if any) determined by the Manager to be paid into the Reserve Account Allocated to such Specified Portfolio;

(h) eighth, to pay, out of Deposited Funds Allocated to any Specified Portfolio, all Subordinated Management Fees Allocated to such Specified Portfolio due on such date;

(i) ninth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all of the Additional Fixed Interest Amount, if any, Allocated to such Specified Portfolio in respect of the Capital Notes due on such date;

(j) tenth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all of the Additional Floating Interest Amount, if any, Allocated to such Specified Portfolio in respect of the Capital Notes due on such date;

(k) eleventh, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all other unsecured claims against the Issuer Allocated to such Specified Portfolio, other than those set out in paragraph (l) below due on such date;

(l) twelfth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all Incentive Management Fees (if any) Allocated to such Specified Portfolio due on such date;

(m) thirteenth, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio all other amounts due to any other Junior Secured Creditor (if any) Allocated to such Specified Portfolio and due on such date but remaining unpaid pursuant to the foregoing provisions;

(n) fourteenth, to pay the shareholders of the Issuer the Equity Amount to the extent due on such date; and (o) fifteenth, to the extent funds remain, to pay any remaining unpaid Incentive Management Fees for any part of the Portfolio.

"Expense Cap Amount" means, for any calendar year, an amount equal to (a) $10,000,000, or (b) such other amount as may be agreed by the Issuer, the Security Trustee and the Manager in consultation with the Rating Agencies.



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