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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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"Extraordinary Resolution" means a resolution passed at a Meeting duly convened and held in accordance with Schedule 1 to the Agency Agreement by a majority of not less than three quarters of the votes cast;

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

"Fixed Coupon Amount" has the meaning given in the relevant Final Terms;

"Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;

(vii) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;

(viii) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;

(ix) "FRN Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months specified in the relevant Final Terms after the calendar month in which the preceding such date occurred provided,

however, that:

–  –  –

"Insolvency Event" means (a) the Issuer or Co-Issuer shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law, or shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of, or taking possession by, a Receiver, custodian, liquidator, assignee, trustee (other than the Security Trustee or the Custodian) or sequestrator (or other similar official) of itself or any substantial part of its property, or shall make a general assignment for the benefit of creditors (other than pursuant to the Security Trust Deed), or shall fail generally to pay its debts as they become due, or the Issuer or Co-Issuer, or the directors and shareholders or member, respectively, of the Issuer or Co-Issuer shall take any action to authorise or commence any of the foregoing, or an involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, is commenced and remains undismissed for a period of 60 days, or a court having jurisdiction in the premises shall enter a decree or order for relief in respect of the Issuer or Co-Issuer in such case or a decree or order appointing a Receiver, custodian, liquidator, assignee, trustee, sequestrator (or other similar official) of the Issuer or Co-Issuer or of any substantial part of their respective property, or ordering the winding up or liquidation of the affairs of the Issuer or Co-Issuer, and the continuance of such decree or order unstayed and in effect for a period of 60 days; (b) proceedings are commenced or an effective resolution shall be passed for winding up the Issuer or the Co-Issuer; or (c) a distress, execution, attachment or other legal process is levied or enforced against all or any substantial part of the assets of the Issuer or Co-Issuer (other than pursuant to the Security Trust Deed) and is not discharged within 14 days of being levied or enforced;

"Insolvency Notice" means an Enforcement Notice served by the Security Trustee pursuant to Clause 3.3 (Mandatory Acceleration Events) of the Security Trust Deed specifying that a Mandatory Acceleration Event has occurred;

"Instruments" has the meaning specified in Section 9-102(47) of the UCC;

"Interest Accrual Period" or "Interest Period" means the period beginning on (and including) the Interest Commencement Date and ending on (but excluding) the first Interest Payment Date and each successive period beginning on (and including) an Interest Payment Date and ending on (but excluding) the next succeeding Interest Payment Date;

"Interest Amount" means, in relation to a Note and an Interest Period, the amount of interest payable in respect of that Note for that Interest Period;

"Interest Commencement Date" means the Issue Date of the Notes or such other date as may be specified as the Interest Commencement Date in the relevant Final Terms;

"Interest Determination Date" means, with respect to a Rate of Interest and Interest Accrual Period, the date specified as such in the relevant Final Terms or, if none is so specified, (i) the first day of such Interest Accrual Period if the Specified Currency is Sterling or (ii) the day falling two London Business Days for the Specified Currency prior to the first day of such Interest Accrual Period if the Specified Currency is neither Sterling nor Euro or (iii) the day falling two London Business Days prior to the first day of such Interest Accrual Period if the Specified Currency is Euro;

"Interest Payment Date" means the date or dates specified as such in, or determined in accordance with the provisions of, the relevant Final Terms and, if an Applicable Business

Day Convention is specified in the relevant Final Terms:

(a) as the same may be adjusted in accordance with the relevant Applicable Business Day Convention; or (b) if the Applicable Business Day Convention is the FRN Convention and an interval of a number of calendar months is specified in the relevant Final Terms as being the Interest Period, each of such dates as may occur in accordance with the FRN Convention at such specified period of calendar months following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case);





"Investment" means any Debt Security, any Derivative that is not an Associated Derivative, any Repo Transaction if designated as such by the Manager (but not the Repo Securities subject thereto), any Reverse Repo Transaction (but not the Reverse Repo Securities subject thereto), any investment in a Money Market Fund and any cash deposited by the Issuer with an Approved Bank;

"ISDA Definitions" means the 2000 ISDA Definitions as amended and updated from time to time, published by the International Swaps and Derivatives Association, Inc;

"Issue Date" has the meaning given in the relevant Final Terms;

"Issuer Insolvency Notice" has the meaning ascribed thereto in the Security Trust Deed;

"Junior Secured Creditors" means (a) the Capital Noteholders and (b) each other holder of Junior Secured Obligations;

"Junior Secured Obligations" means (a) the Capital Note Obligations, (b) the Junior Management Fees and (c) obligations in respect of securities issued by or on behalf of the Issuer and/or the Co-Issuer or other obligations undertaken by the Issuer, in each case, that, by their terms, are to be included within the "Secured Obligations" but are subordinated to the Senior Subordinated Obligations and the Senior Obligations;

"Leverage Compliance Tests" means the leverage compliance tests referred to in Schedule 6 (Capital Adequacy and Leverage Compliance Tests) to the Management Agreement;

"Liquidity Agent" means any institution acting as agent for or on behalf of the Liquidity Providers party to a Liquidity Facility;

"Liquidity Facility" means any (a) Liquidity Loan Facility, (b) Breakable Deposit Facility, (c) Repo Agreement, (d) Reverse Repo Agreement (if designated as such by the Manager) or (e) other facility entered into by the Issuer, with respect to which a Rating Confirmation shall have been received, in order to meet liquidity requirements;

"Liquidity Loan Facility" means loan agreements on behalf of the Issuer, on terms acceptable to the Rating Agencies, with a single institution or syndicate of institutions pursuant to which the Issuer has the ability to require such institution or institutions to make loans to the Issuer;

"Liquidity Obligations" means the aggregate unpaid principal of, and premium, if any, on, and accrued but unpaid interest on, any amounts outstanding under Liquidity Facilities (including the repurchase obligation of the Issuer under any Liquidity Facility that is a Repo Agreement and the delivery obligation of the Issuer under any Liquidity Facility that is a Reverse Repo Agreement as designated by the Manager), and the fees, costs, losses, damages, expenses (including reasonable legal fees and expenses) and indemnification obligations of the Issuer to the Liquidity Providers and Liquidity Agents provided for under the terms of the applicable Liquidity Facilities, and all other amounts owing from time to time under or in connection with the Liquidity Facilities, 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;

"London 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 London;

"Manager Fee Letter" means the fee letter dated on or around the Closing Date between the Issuer and the Manager;

"Mandatory Acceleration Event" means the occurrence of (a) an Insolvency Event or (b) in the event that Clause 3.2 (Replacement of Manager) of the Security Trust Deed applies, no Substitute Manager has been appointed within 60 days of the date the Security Trustee is notified or has actual knowledge that the Manager is not the Enforcement Manager;

"Margin" has the meaning given in the relevant Final Terms;

"Master Definitions" means the provisions contained in Clause 1 (Definitions) of the Transaction Terms Agreement;

"Maturity Date" has the meaning given in the relevant Final Terms;

"Maximum Redemption Amount" has the meaning given in the relevant Final Terms;

"Meeting" means a meeting of holders (whether originally convened or resumed following an adjournment);

"Minimum Redemption Amount" has the meaning given in the relevant Final Terms;

"Moody's" means Moody's Investors Service Limited;

"New York 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 the City of New York;

"Net Value" of each Capital Note on its Valuation Date will equal the product on such date of (i) the Applicable Capital Proportion of the Series of Capital Notes which includes such Capital Note (the "Relevant Series"), (ii) the Net Capital of the related Specified Portfolio(s) and (iii) a fraction, the numerator of which is the outstanding principal amount of such Capital Note and the denominator of which is the aggregate outstanding principal amount of the Relevant Series. The Manager will calculate the Net Value of each maturing Capital Note;

"Net Capital" means, on any Business Day with respect to any Specified Portfolio, the sum of the current market values of all Eligible Assets (the sum of the Eligible Investments and Eligible Derivatives) in such Specified Portfolio, minus the Aggregate Outstanding Senior Debt then Allocated to such Specified Portfolio;

"Noteholders" means holders of a particular Class of Notes, unless otherwise specified;

"Notes" means, as the context requires, any or all of the Senior Term Notes, the Senior Subordinated Notes and the Capital Notes issued pursuant to Condition 20 (Further Issues);

"Official Body" means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of any such government or political subdivision, or any court, tribunal, grand jury or arbitrator, or any accounting board or authority (whether or not part of government) which is responsible for the establishment or interpretation of national or international accounting principles or any recognised stock exchange or listing authority, in each case whether foreign or domestic;

"Operating Manual" means those investment guidelines and operating parameters from time to time identified by the Manager and the Issuer as "Operating Manual" with respect to which a Rating Confirmation shall have been received;

"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount outstanding or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

"Optional Redemption Amount (Put)" means, in respect of any Note, its principal amount outstanding or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

"Optional Redemption Date (Call)" has the meaning given in the relevant Final Terms;

"Optional Redemption Date (Put)" has the meaning given in the relevant Final Terms;

"Paying Agents" means JPMorgan Chase Bank, N.A. and J.P. Morgan Bank (Ireland) plc, as Irish Paying Agent and such paying agent or agents as are appointed under the Agency Agreement from time to time;

"Payment Business Day" means:

(a) if the currency of payment is Euro, any day which is:

–  –  –

"person" means an individual, partnership, corporation, business trust, joint stock company, limited liability company, trust, unincorporated association, joint venture, Official Body or other entity of whatever nature;

"Principal Paying Agent" means JPMorgan Chase Bank, N.A., London Branch and such other Principal Paying Agent as is appointed under the Agency Agreement from time to time;

"Priority of Payments" means the provisions relating to payment priorities in respect of the Issuer's assets as set out in Clause 7.2 (Distribution from Custody Accounts before Enforcement) or 7.3 (Distribution from Custody Accounts following Enforcement) of the Security Trust Deed, as appropriate;

"Programme Documents" means the Dealer Agreement, the Agency Agreement and the Programme Manual;

"Programme Manual" means the programme manual relating to the Programme signed for the purposes of identification by the Issuer and the Security Trustee on or about the Closing Date;

"Put Option Notice" means a notice which must be delivered to a Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;

"Put Option Receipt" means a receipt issued by a Paying Agent to a depositing Noteholder upon deposit of a Note with such Paying Agent by any Noteholder wanting to exercise a right to redeem a Note at the option of the Noteholder;



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