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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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Notwithstanding the foregoing, the Obligations set out in any of sub-clauses (c) to (n) (inclusive) may only be paid on any date to the extent that (w) such payment is not otherwise prohibited under the Transaction Documents (including while any Restricted Funding Procedures or, in the case of payment with respect to sub-clauses (e) to (n) (inclusive), any Restricted Investment Procedures with respect to the entire Portfolio or the applicable Specified Portfolio are in effect), (x) such payment will not result in the occurrence of a Restricted Funding Event or, in the case of payment with respect to sub-clauses (d) to (n) (inclusive), any Restricted Investment Event with respect to the entire Portfolio or the applicable Specified Portfolio, (y) such payment will not result in the occurrence of an Enforcement Event, and (z) the Manager determines, in its exercise of its sole discretion that such payments will not cause the Issuer to become unable to pay the Obligations set out in the clauses preceding such clause as they come due; and to the extent that the payment of any such amounts would cause the Issuer to become unable to pay any such Obligations as they become due, such amounts shall be retained as Deposited Funds in the Custody Accounts. All payments in respect of the Obligations set out in sub-clauses (c) to (n) (inclusive) shall, when made, be free and clear of all security interests, liens and other encumbrances in favour of the Security Trustee for the benefit of the Secured Creditors pursuant to the Security Trust Deed and all other Security Documents.

Priority of Payments following Enforcement Upon the earliest to occur of (i) an Enforcement Date, and (ii) the voluntary winding up of the Issuer, the Security Trustee shall cause all proceeds of the Collateral, and instruct the Custodian to withdraw Deposited Funds from the Custody Accounts, to be applied for the following purposes and 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 and any Receiver appointed by the Security Trustee, then to the Custodian, and then to the Securities Agents and other persons to whom such Administrative Expenses are owing);

(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; 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);

(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 Note 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 dates;

(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;

(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 (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, all Subordinated Management Fees Allocated to such Specified Portfolio;

(h) eighth, 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 Allocated to such Specified Portfolio;

(i) ninth, 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 Allocated to such Specified Portfolio;

(j) tenth, 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;

(k) eleventh, to pay, pro rata, out of Deposited Funds Allocated to any Specified Portfolio, all Incentive Management Fees, if any, Allocated to such Specified Portfolio;

(l) twelfth, to pay the shareholders of the Issuer the Equity Amount to the extent due on such date;

(m) thirteenth, to the extent funds remain, to pay any remaining unpaid Incentive Management Fees; and (n) fourteenth, to the extent funds remain, to the Issuer.

Procedures Relating to a Default Notice Subject to the conditions set out below, the Security Trustee, upon receipt of a Default Notice (as defined below) from any Secured Creditor (the person by or on whose behalf the Default Notice is delivered being the "Notifying Party"), of the occurrence of an Enforcement Event or an event which, upon the service of such notice, constitutes an Enforcement Event, shall promptly (and in no event later than the next following Business Day) provide notice thereof to the Issuer and the Manager whereupon the Issuer shall have three (3) Business Days following such notification (the "Notice Period") to advise the Security Trustee if it intends to contest the Default Notice and of the grounds on which it intends to do so.





Unless it has received written notice to the contrary from the Issuer by 5:00 p.m. (London time) on the last day of the Notice Period, then the Security Trustee shall assume that the Issuer does not wish to contest the Default Notice.

If the Issuer notifies the Security Trustee within the Notice Period that it wishes to contest the Default Notice, the Issuer shall have five (5) Business Days following the end of the Notice Period (the "Determination Period") during which to satisfy the Notifying Party that an Enforcement Event has not in fact occurred, and shall present to the Notifying Party (with a copy to the Security Trustee) any evidence which the Issuer wishes to put forward to support its claim and any evidence which the Security Trustee may reasonably request.

If at any time during the Determination Period the Notifying Party is satisfied that the Enforcement Event specified in the Default Notice has not in fact occurred, the Notifying Party shall so advise the Issuer and the Security Trustee that such Default Notice has been withdrawn. If, at the end of the Determination Period, the Notifying Party has not withdrawn the Default Notice, the Notifying Party shall forthwith advise the Security Trustee thereof in writing and the Security Trustee may enforce the Collateral pursuant to the Security Trust Deed.

"Confirmation" means, with respect to an Enforcement Event, that (i) the Security Trustee has received a Default Notice from the Issuer or the Manager on behalf of the Issuer, (ii) the Security Trustee has received a Default Notice and either the applicable Notice Period passes without the Issuer contesting such Default Notice or the applicable Determination Period passes without the Notifying Party withdrawing such Default Notice or (iii) a Responsible Officer of the Security Trustee has obtained actual knowledge of an Enforcement Event.

"Default Notice" means a written notice from a Notifying Party or the Issuer to the Security Trustee of an Enforcement Event.

Limited Recourse

The Obligations and all other obligations of the Issuer are limited recourse obligations of the Issuer.

The Senior Creditors and, subject to the subordination provisions of the Security Trust Deed, the Junior Secured Creditors and each other Junior Secured Creditor, will have recourse only to the Collateral.

The Final Terms for each Class of Notes will Allocate such Class to one or more Specified Portfolio for the purposes of distributing all funds received from time to time in respect of such Specified Portfolio(s). Subject as provided in "Distribution Reallocation Shortfall and Deposited Funds" below, the Senior Subordinated Notes and Capital Notes is limited in recourse solely to, and Noteholders must rely solely on, funds received in respect of the one or more Specified Portfolios to which such Class of Notes is Allocated in the Final Terms for such Class. If funds received from time to time in respect of the Specified Portfolio(s) to which any Note is Allocated (and reallocated, if applicable, as provided below) are insufficient to make payments on such Notes, no other assets will be available for payment of the deficiency and, following the realisation of such Specified Portfolio(s), the obligation of the Issuer to pay any such deficiency will be extinguished.

Distribution Reallocation Shortfall and Deposited Funds

As specified in the Security Trust Deed, in the event that there is a shortfall in Deposited Funds allocated to the Specified Portfolio(s) required to pay the related Senior Obligations (such amount a "Shortfall" and each Specified Portfolio in which a Shortfall arises, a "Deficit Portfolio") then the payment of such Shortfall shall be deemed, for the purposes of maintaining the ledgers under the Security Trust Deed, to be paid by drawing Deposited Funds from one or more other Specified Portfolios (such portfolio, a "Source Portfolio").

Deposited Funds shall be deemed to be drawn, in Pro Rata Shares, from such Source Portfolios provided that if one or more Source Portfolios does not have sufficient Deposited Funds to pay its Pro Rata Share of the Shortfall then the Manager shall, after debiting the ledgers of the relevant Source Portfolios, recalculate such deemed allocation based on the Proportionate Share of the remaining Source Portfolios which have available Deposited Funds. The Manager shall repeat such calculations of the Proportionate Share above (and shall debit the relevant ledgers of the Source Portfolios) until such Shortfall is reduced to zero or until no Deposited Funds are available for reallocation (each such reallocation being a "Distribution Reallocation ").

Upon any such Distribution Reallocation, each Source Portfolio shall be entitled thereafter to receive an amount equal to all Deposited Funds originally (save for this paragraph) allocated to such Deficit Portfolio until such time as each Source Portfolio's net reallocation of Deposited Funds to a Deficit Portfolio is reduced to zero; provided that if the Deposited Funds otherwise attributable to a Deficit Portfolio would not be sufficient to reduce each Source Portfolio to zero the Deposited Funds shall be apportioned and reallocated on the basis of the relative Pro Rata Shares (or, if applicable, the net Proportionate Shares) allocated to meet such Shortfall in such Deficit Portfolio.

If on any date a Specified Portfolio (other than a Deficit Portfolio) does not contribute its Pro Rata Share in relation to any Shortfall, then on any subsequent day on which such Specified Portfolio has available Deposited Funds (before paying its own subordinated liabilities), such Deposited Funds shall be reallocated to each Source Portfolio which was deemed to contribute more than its Pro Rata Share to cure such Shortfall, such further reallocations to such Source Portfolio to be on the basis of the final calculation of such Specified Portfolio's Proportionate Share determined above.

"Proportionate Share" means in respect of any Deficit Portfolio and the liabilities of the Issuer related thereto, a fraction obtained by dividing (a) the Dollar Equivalent of the then book value of the Senior Subordinated Notes and Capital Notes then outstanding and Allocated to such Deficit Portfolio by (b) the Dollar Equivalent of the then book value of all Senior Subordinated Notes and Capital Notes outstanding and Allocated to Specified Portfolios which have available Deposited Funds.

"Pro Rata Share" means, in respect of any Source Portfolio and the liabilities of the Issuer related thereto, a fraction obtained by dividing (a) the Dollar Equivalent of the then book value of the Senior Subordinated Notes and Capital Notes then outstanding and Allocated to such Source Portfolio by (b) the Dollar Equivalent of the then book value of all Senior Subordinated Notes and Capital Notes (excluding the Senior Subordinated Notes and Capital Notes of a Source Portfolio).

See also "The Issuer's Business – Restricted Funding Procedures" and "The Security and Its Enforcement – Limited Recourse".

Jersey Security Interest The Issuer and the Security Trustee entered into a Security Interest Agreement (the "Jersey Security Agreement") in order to perfect the Security Trustee's security interest in the Administration Agreement. Pursuant to the Jersey Security Agreement, the Issuer has assigned, transferred and otherwise made over to the Security Trustee, under Jersey law, a security interest in all right, title and interest present and future of the Issuer in or pursuant to the Administration Agreement, the beneficial interest and all other rights of the Issuer therein (the "Jersey Collateral").

The foregoing is a summary of, and subject to the detailed provisions of, the Security Documents. A copy of the Security Documents may be obtained from the Specified Office of each of the Securities Agents.



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