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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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So long as any Senior Obligations remain outstanding, no payment whether of interest or otherwise may be made to holders of Senior Subordinated Notes or holders of Capital Notes if an Enforcement Event or a Restricted Funding Event has occurred and is continuing or would occur as a result of such payment. In addition, so long as any Senior Obligations remain outstanding, no payment of interest (other than Base Interest) or otherwise may be made to holders of Capital Notes if a Restricted Investment Event has occurred and is continuing or would occur as a result of such payment. For the avoidance of doubt, payments of interest, but not principal, may be made to holders of the relevant Senior Subordinated Notes notwithstanding that a Restricted Investment Event with respect to a Specified Portfolio or the entire Portfolio has occurred and is continuing or would occur as a result of such payment.

ERISA Considerations

The Notes have substantial equity features for the purposes of the Plan Assets Regulation (as defined herein) and may not be acquired or held by any employee benefit plan subject to ERISA, any plan subject to Section 4975 of the Code, any other plan subject to any federal, state, local or non-U.S. law that is substantially similar to Section 406 of ERISA or Section 4975 of the Code, or by any entity whose underlying assets include plan assets of any of the foregoing. See "Certain ERISA and Other Considerations".

Because the Global Notes are held by or on behalf of Euroclear, Clearstream, Luxembourg, and DTC, investors will have to rely on their procedures for transfer, payment and communication with the Issuer and/or the Issuers, as applicable.

Notes issued under the Programme will be represented by one or more Global Notes. Such Global Notes will be deposited with a common depositary for Euroclear and Clearstream, Luxembourg, in the case of Regulation S Global Notes, and with DTC, in the case of the Rule 144A Global Notes.

Except in the circumstances described in the relevant Global Note, investors will not be entitled to receive definitive Notes. Euroclear and Clearstream, Luxembourg will maintain records of the beneficial interests in the Regulation S Global Notes. While the Notes are represented by one or more Regulation S Global Notes, investors will be able to trade their beneficial interests only through Euroclear and Clearstream, Luxembourg. DTC will maintain records of the beneficial interests in the Rule 144A Notes. While the Notes are represented by one or more Rule 144A Global Notes, investors will be able to trade their beneficial interests only through DTC.

While the Notes are represented by one or more Global Notes the Issuers will discharge their respective payment obligations under the Notes by making payments to the common depositary for Euroclear, Clearstream, Luxembourg and DTC for distribution to their account holders or Participants. A holder of a beneficial interest in a Global Note must rely on the procedures of Euroclear, Clearstream, Luxembourg and DTC to receive payments under the relevant Notes. The Issuers have no responsibility or liability for the records relating to, or payments made in respect of, beneficial interests in the Global Notes.

Persons holding beneficial interests in the Global Notes will not have a direct right to vote in respect of the relevant Notes. Instead, such persons will be permitted to act only to the extent that they are enabled by Euroclear, Clearstream, Luxembourg and DTC to appoint appropriate proxies.

The Issuers

The Issuers are both recently formed companies with no significant prior operating history. The Issuers have no significant assets other than the Portfolio to be acquired by the Issuer. The Issuers will not engage in any business activity other than the issuance of Notes, as applicable, incurring other liabilities from time to time, Acquiring Investments and Associated Derivatives, and certain other activities incidental to the foregoing. Income derived from the Portfolio will be the Issuer's principal source of cash.

The Issuer is a company incorporated under the laws of the Jersey, Channel Islands. Because the Issuer is a Jersey company and its directors reside in Jersey, it may not be possible for investors to effect service of process in any other jurisdiction on such persons or to enforce against them or against the Issuer in courts in any other jurisdiction judgments predicated upon the civil liability provisions of the United States and other securities laws. None of the directors, security holders, members, officers or incorporators of the Issuer, any of its affiliates or any other person (other than the Issuer and as applicable, the Co-Issuer) will be obligated to make payments on the Notes.

Ratings of Certain Notes

Certain Notes may be rated by one or more Rating Agencies. A rating is not a recommendation to purchase, hold or sell securities, in as much as such rating does not comment as to market price or suitability for a particular investor and may be subject to revision or withdrawal at any time by the assigning rating organization. The identity of the ultimate obligors (and guarantors, if any) in respect of the Investments, and their ratings, will likely affect the ratings of the Notes. A downgrade or withdrawal of a rating by a rating agency of an Investment is likely to have an adverse effect on the market value of the Notes, which effect could be material.





Security ratings are subject to revision or withdrawal at any time by the assigning rating agency. In the event that any rating initially assigned to a Note is subsequently lowered for any reason, no person is obligated to provide any additional support or credit enhancement with respect to such Note, nor will any other remedies be available to the holder of such Note. The Issuers have requested rating on certain Notes by certain rating agencies. There can be no assurance that, if a rating is assigned to such Notes by any other rating agency, such rating will be as high as that assigned by the rating agencies requested by the Issuers.

Projections, Forecasts and Estimates

Any projections, forecasts and estimates contained herein are not purely historical in nature, but are forward looking statements and are based upon information furnished by the Issuers and certain assumptions that the Issuers consider reasonable, are subject to uncertainties as to circumstances and events that have not yet taken place and are subject to material variation. Projections are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying the projections will not materialize or will vary significantly from actual results. Accordingly, the projections are only an estimate and there can be no assurance that any projected or forecasted results will be attained. Actual results may vary from the projections, and the variations may be material.

Some important factors that could cause actual results to differ materially from those in any forward looking statements include, among others, changes in interest rates or currency exchange rates, market, financial or legal uncertainties, the general availability of liquidity, the composition of the Portfolio, the occurrence of certain credit events or events of default with respect to the Investments, and the performance of the Investments. Consequently, the inclusion of projections herein should not be regarded as a representation by the Issuers or any other person of the results that will actually be achieved by the Portfolio.

Neither of the Issuers nor any other person has any obligation to update or otherwise revise any projections, including any revisions to reflect changes in economic conditions or other circumstances arising after the date hereof or to reflect the occurrence of unanticipated events, even if the underlying assumptions are not correct.

International Investing

The Portfolio may consist of Investments owing by obligors (or guarantors, where applicable) located in various jurisdictions. Investing in various jurisdictions may involve greater risks than investing in a single jurisdiction. These risks may include: (i) varying levels of publicly available information; (ii) varying legal regimes, (iii) varying levels of governmental regulation and supervision; (iv) varying ability to enforce legal rights and uncertainties as to the status, interpretation and application of laws therein, (v) risks of economic dislocations in such other country and (vi) less data on historic default and recovery rates for the Investments. Moreover, obligors in different jurisdictions will be subject to varying accounting, auditing and financial reporting standards, practices and requirements.

In addition, investing in various jurisdictions may involve varying levels of governmental supervision and regulation of exchanges, brokers and issuers. For example, there may be no provisions under the laws of certain jurisdictions with respect to insider trading and similar investor protection securities laws. Different markets may also have different clearance and settlement procedures, and in certain markets there have been times when settlements have failed to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in periods when assets of the Issuer are not invested and no return is earned thereon. Transaction costs of buying and selling securities, including brokerage, tax and custody costs, will also vary from jurisdiction to jurisdiction and may be higher than those involved in transactions in jurisdictions where investors in the Notes are located. Furthermore, financial markets in various jurisdictions will have varying, and possibly insufficient, trading and dealing volumes, making securities traded in such jurisdictions less liquid and their prices more volatile than securities of companies in jurisdictions where trading is more active.

In various jurisdictions there may be the possibility of expropriation, nationalization or confiscatory taxation, limitations on the convertibility of currency or the removal of securities, property or other assets of the obligor in respect thereof, political, economic or social instability or adverse diplomatic developments, each of which could have an adverse effect on the Issuer's investments in such jurisdictions. The economies of individual jurisdictions may also differ favourably or unfavourably in such respects as growth of gross domestic product, rate of inflation, volatility of currency exchange rates, depreciation, capital reinvestment, resource self-sufficiency and balance of payments position.

Effects of Consumer Protection Laws

Laws of various jurisdictions and general equitable principles and public policy may apply to certain Investments (collectively, "Consumer Protected Securities"). Such laws, principles and policies apply to, among other things, the origination, servicing, collection, and enforceability of such loans.

Depending on the provisions of the applicable law and the specific facts and circumstances involved, violations of these laws, policies and principles may limit the ability of the issuer of a Consumer Protected Security to collect all or part of the principal of or interest on the underlying loans, may entitle a borrower to a refund of amounts previously paid and, in addition, could subject the owner of consumer loans to damages and administrative enforcement. In this event, there may be losses on the Portfolio that result in losses to the holders of the Notes.

Certain Legal Investment Considerations None of the Issuer, the Co-Issuer, the Manager and the Arranger makes any representation as to the proper characterization of the Notes to be issued under the Programme for legal investment or other purposes, or as to the ability of particular investors to purchase Notes to be issued under the Programme for legal investment or other purposes or as to the ability of particular investors to purchase Notes to be issued under the Programme under applicable investment restrictions. All institutions the activities of which are subject to legal investment laws and regulations, regulatory capital requirements or review by regulatory authorities should consult their own legal advisors in determining whether and to what extent the Notes to be issued under the Programme are subject to investment, capital or other restrictions. Without limiting the generality of the foregoing, none of the Issuer, the Co-Issuer, the Manager and the Arranger makes any representation as to the characterization of the Notes to be issued under the Programme as a U.S.-domestic or foreign (nonU.S.) investment under any state insurance code or related regulations, and they are not aware of any published precedent that addresses such characterization. Although they are not making any such representation, the Co-Issuer understands that the New York State Insurance Department, in response to a request for guidance, has been considering the characterization (as U.S.-domestic or foreign (nonU.S.)) of certain collateralized debt obligation securities co-issued by a non-U.S. issuer and a U.S. coissuer. There can be no assurance as to the nature of any advice or other action that may result from such consideration. The uncertainties described above (and any unfavourable future determinations concerning legal investment or financial institution regulatory characteristics of the Notes to be issued under the Programme) may affect the liquidity of the Notes to be issued under the Programme.

Emerging Requirements of the European Community



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