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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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"Applicable Capital Proportion" means, in relation to any Series of Capital Notes at any time, the outstanding principal amount of such Series of Capital Notes relating to a Specified Portfolio divided by the aggregate outstanding principal amount of all of the Capital Notes relating to the same Specified Portfolio; provided that each Capital Note shall be deemed to have an outstanding principal amount of zero on each calendar day which (i) is included in the relevant Interest Period during which such Capital Note was issued, and (ii) precedes such issuance date.

"Approved Exchange" means such markets and/or exchanges as the Rating Agencies may from time to time approve for investment by the Issuer in Eligible Investments in order to attain the Investment Objectives;

"Banking Day" means, in respect of any city, a day (other than a Saturday or a Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in that city;

"Breakable Deposit Facility" means a deposit facility, entered into by the Issuer in accordance with such criteria as may be agreed to with the Rating Agencies, whereby the Issuer may "deposit" (within the meaning of Section 871(i)(3) of the Code) funds with an Approved Bank on terms that they may be drawn down on demand by the Issuer;

"Business Day" means any day of the year other than a Saturday, Sunday or any day on which banks are required or authorised to close in Frankfurt am Main, Federal Republic of Germany, London, United Kingdom or New York, United States of America; provided that, in connection with the making of any payment or the transfer of any security, the term "Business Day" shall mean any day of the year other than a Saturday, Sunday or any day on which banks are required or authorised to close in Frankfurt am Main, Federal Republic of Germany, London, United Kingdom or New York, United States of America, or the city in which such payment is to be made or such security is to be delivered;

"Business Day Convention" means a convention for adjusting any date if it would otherwise fall on a day that is not a Business Day and the Following Business Day Conventions, where specified in the relevant Final Terms in relation to any date applicable to any Notes, shall

have the following meanings:

"Calculation Agent" means the Principal Paying Agent or such other person specified in the relevant Final Terms as the party responsible for calculating the Rate(s) of Interest and Interest Amount(s) and/or such other amount(s) as may be specified in the relevant Final Terms and any successor to such institution in its capacity as such;

"Capital Adequacy Limit" means the capital adequacy limit agreed between the Issuer, the Manager and the Rating Agencies;

"Clearing System" means Clearstream, Luxembourg, Euroclear, Euroclear France S.A./N.V.

as operator of the Euroclear clearing system, DTC and such other clearance or depository systems or recognised exchanges as may from time to time be approved by the Rating Agencies for use in connection with transactions relating to Debt Securities and Derivatives, and any depository or nominee for any of the foregoing;

"Clearstream, Luxembourg" means Clearstream Banking, société anonyme, Luxembourg;

"Closing Date" means the date on which (a) the Transaction Documents are entered into and (b) each of the Rating Agencies confirms that ratings have been granted in respect of this Programme, the ECP Programme and the USCP Programme;

"CN" and "Capital Notes" means the capital notes issued by the Issuer pursuant to the Term Note Dealer Agreements;

"CN Holder" and "Capital Noteholder" means the holder of a Capital Note;

"Co-Issuer" means Carrera Capital Finance LLC, a Delaware limited liability company, and shall include any successors and assigns thereof and any replacement therefor identified pursuant to the Transaction Documents;

"Co-Issuance Agreement" means the Agreement dated on or around the Closing Date, between the Issuer and the Co-Issuer;

"Committed Repo Agreement" means an agreement entered into by the Issuer on a committed basis in accordance with guidelines approved by the Rating Agencies, pursuant to which the counterparty may purchase from the Issuer specified amounts of particular Debt Securities at a pre-agreed price in return for an obligation on the part of the Issuer to repurchase such Debt Securities at a future date for a pre-agreed repurchase price;

"CP" or "Commercial Paper" means ECP Notes or USCP Notes or either or both, as the context may require;

"CP Documents" means, collectively, the ECP Documents and the USCP Documents;

"CP Obligations" means the aggregate unpaid face amount or principal of and premium, if any, on, and unpaid interest accrued and to accrue up to the Expected Maturity Date in the case of Liquidity Notes and the Maturity Date in the case of USCP Notes and ECP Notes which are not Liquidity Notes, (and, in the case of Extended Maturity Notes, unpaid interest accrued and to accrue through repayment of such Note), if any, on the Commercial Paper and the obligations of the Issuer to any ECP Agent and the Issuer and the Co-Issuer to any USCP Agent in respect of reimbursement obligations for advances made by such agents on behalf of the Issuer and/or Co-Issuer in respect of maturing Commercial Paper provided for in the CP Documents, and, except as otherwise restricted above, all other amounts owing from time to time under the CP Documents, in each case regardless of whether such obligations and liabilities are absolute or contingent, due or not due, liquidated or unliquidated and whether or not for the payment of money or the performance or non-performance of any act;





"CP Programmes" means the ECP Programme and the USCP Programme;

"Currency Sensitivity Limits" means the currency sensitivity limits set out in Clause 2 of Schedule 4 (Interest Rate and Currency Sensitivity Limit) to the Management Agreement;

"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in the relevant

Final Terms and:

(i) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);

(ii) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;

(iii) if "Actual/360" is so specified, means the actual number of days in the Calculation Period divided by 360;

(iv) if "30/360", "360/360" or "Bond Basis" is so specified, means the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months (unless (A) the last day of the Calculation Period is the 31st day of a month but the first day of the Calculation Period is a day other than the 30th or 31st day of a month, in which case the month that includes that last day shall not be considered to be shortened to a 30-day month, or (B) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30day month));

(v) if "30E/360" or "Eurobond Basis" is so specified means, the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with 12 30-day months, without regard to the date of the first day or last day of the Calculation Period unless, in the case of the final Calculation Period, the date of final maturity is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month); and (vi) if "Actual/Actual (Bond)" is so specified and if the Interest Payment Dates all fall at regular intervals between the Issue Date and the Maturity Date, on the basis of the number of days in the Calculation Period divided by the product of (A) the number of days in the Interest Period in which the Calculation Period falls and (B) the number of Interest Periods in any period of one year;

"Dealer Agreement" means the dealer agreement relating to the Notes dated on or around the Closing Date and entered into by the Issuers, the Arranger, and the Dealers;

"Dealers" means, as the context requires, any or all of the USCP Placement Agents, the ECP Dealers and the Note Dealers;

"Debt Security" means any bond, debenture, note or other security evidencing debt and all moneys, rights or property which may at any time accrue or be offered (whether by way of bonus, redemption, preference, option or otherwise) in respect of any of the foregoing and any certificates, receipts, warrants or other instruments (whether in registered or unregistered form) representing rights to receive, purchase or subscribe for any of the foregoing or evidencing or representing any other rights or interests therein (including any of the foregoing not constituted, evidenced or represented by a certificate or other document or instrument but an entry in the books or other permanent records of the issuer, a trustee or other fiduciary thereof, a financial intermediary or a depository) but does not include any of the foregoing if issued by the Issuer or the Co-Issuer;

"Derivative Obligations" means the aggregate unpaid amounts owing by the Issuer to the applicable Derivative Counterparties with respect to Derivatives, regardless of whether such amounts are absolute or contingent, due or not due, liquidated or unliquidated and whether or not for the payment of money or the performance or non-performance of any act;

"Early Termination Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, these Conditions or the relevant Final Terms;

"ECP Agent" means each issue agent, paying agent, calculation agent, transfer agent, exchange agent, reference agent, registrar, depositary, cash manager, note trustee or other similar agent, depositary or trustee acting as an agent under an ECP Document;

"ECP Dealer" means each person from time to time acting as dealer for the ECP Notes under an ECP Dealer Agreement;

"ECP Dealer Agreement" means each dealer agreement entered into by the Issuer in connection with the issuance of ECP Notes;

"ECP Deed of Covenant" means the deed of covenant to be entered into by the Issuer in connection with the issuance of ECP Notes;

"ECP Documents" means each ECP Note, each ECP Dealer Agreement, each ECP Deed of Covenant and each ECP Issuing and Paying Agency Agreement and unless the context otherwise requires the Manager in good faith determines otherwise, each other document or agreement entered into by, or on behalf of, the Issuer in connection therewith;

"ECP Holder" means a holder of ECP Notes or a beneficial interest therein;

"ECP Issue Agent" means JPMorgan Chase Bank, N.A. and such other issue agent or agents as are appointed under the ECP Issuing and Paying Agency Agreement from time to time;

"ECP Issuing and Paying Agency Agreement" means each issuing and paying agency agreement entered into by the Issuer in connection with the issuance of ECP Notes;

"ECP Notes" means the short-term promissory notes of the Issuer issued pursuant to the terms and conditions of the ECP Documents, including all Liquidity Notes and Extended Maturity Notes thereunder;

"ECP Paying Agent" means JPMorgan Chase Bank, N.A. the ECP Issue Agent and such other paying agent or agents as are appointed from time to time under the ECP Issuing and Paying Agency Agreement;

"ECP Programme" means the programme to issue ECP Notes established by the Issuer pursuant to the ECP Documents;

"Eligible Investments" means an Investment meeting the Eligibility Criteria;

"Eligibility Criteria" means the criteria set out in Schedule 3 (Eligibility Criteria) to the Management Agreement;

"Enforcement Date" means the earlier to occur of (a) the date a Mandatory Acceleration Event occurs and (b) the date on which the Security Trustee gives an Enforcement Notice;

"Enforcement Event" means:

(a) the occurrence of a default, other than a Technical Default, in payment of any principal of, or interest on, any Senior Note, or any Senior Subordinated Note, if no Senior Notes are then outstanding, in each case when due;

(b) the occurrence of any other event which is an Event of Default (as defined in the Agency Agreement) in respect of any Senior Term Note, or any Senior Subordinated Note, if no Senior Term Notes are then outstanding;

(c) the occurrence of a default, other than a Technical Default, in payment of any sum due and payable by the Issuer to a Liquidity Provider under a Liquidity Facility and such default shall continue for three (3) Business Days after the Liquidity Provider has notified the Issuer of such default in writing;

(d) the termination of any Derivative pursuant to (i) an event of default in relation to the Issuer under Section 5(a)(i) or (ii) a non-payment by the Issuer under Section 6(d)(ii) of the ISDA Master Agreement (1992 or 2002 Edition) relating to such Derivative or, as the case may be, pursuant to the equivalent provisions of any similar master derivative document;

(e) the occurrence of an Insolvency Event with respect to either the Issuer or the CoIssuer; or (f) the Cumulative Realised Losses exceed 50% of the aggregate principal amount of the Senior Subordinated Notes and the Capital Notes then outstanding.

"Enforcement Notice" means a notice from the Security Trustee sent in accordance with Clause 3.3(c) of the Security Trust Deed.

"Euroclear" means Euroclear Bank S.A./N.V., as operator of the Euroclear System;

"Euroclear System" means the clearing system for internationally traded securities operated under contract by Euroclear;

"euro zone" means the zone comprising the Member States of the European Union which adopt or have adopted the Euro as their lawful currency;

"Excess Capital" means the excess (if any) of (a) the aggregate amount of Deposited Funds (if any) over (b) amounts owing (or to be owed) in respect of Secured Obligations which by their terms are senior to the Junior Obligations;



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