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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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"Rate of Interest" means the rate or rates (expressed as a percentage per annum) or amount or amounts (expressed as a price per unit of relevant currency) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms;

"Rating Agency" means each of Moody's, S&P and each other recognised statistical rating organisation, in each case to the extent engaged by the Issuer to rate any Securities or Liquidity Facilities or to provide the Issuer with a Counterparty Credit Rating;

"Rating Confirmation" means, with respect to the related transaction or other action, circumstance or event to be taken by the Issuer or any other person, a written confirmation by each relevant Rating Agency that such proposed transaction or other action, circumstance or event shall not result in a reduction or withdrawal of such Rating Agency's rating of any outstanding Notes (if rated), or of such Rating Agency's Counterparty Credit Rating of the Issuer;

"Receiver" means any receiver, receiver and manager or administrative receiver appointed by the Security Trustee over all or any of the Collateral under the Security Trust Deed whether solely, jointly, severally or jointly and severally with any other or additional person and includes any substitute for any of them appointed from time to time;

"Redemption Amount" means, as appropriate, the Final Redemption Amount, the Optional Redemption Amount (Call), the Optional Redemption Amount (Put), the Early Termination Amount or such other amount in the nature of a redemption amount as may be specified in, or determined in accordance with the provisions of, the relevant Final Terms;

"Reference Banks" has the meaning given in the ISDA Definitions, mutatis mutandis;

"Reference Price" has the meaning given in the relevant Final Terms;

"Reference Rate" has the meaning given in the relevant Final Terms;

"Registrar" means JPMorgan Chase Bank, N.A. and such other registrar as is appointed under the Agency Agreement from time to time;

"Relevant Date" means, in relation to any payment, whichever is the later of (a) the date on which the payment in question first becomes due and (b) if the full amount payable has not been received in the Relevant Financial Centre of the currency of payment by the Principal Paying Agent on or prior to such due date, the date on which (the full amount having been so received) notice to that effect has been given to the Noteholders;

"Relevant Financial Centre" means such financial centre or centres as may be specified in relation to the relevant currency for the purposes of the definition of Business Day in the ISDA Definitions, as modified or supplemented in the relevant Final Terms;

"Relevant Time" has the meaning given in the relevant Final Terms;

"Repo Agreement" means a master repurchase agreement between the Issuer and a counterparty pursuant to which the Issuer and such counterparty may enter into Repo Transactions, together with any additional documentation evidencing such Repo Transactions;

"Repo Obligations" means the aggregate unpaid amounts owing by the Issuer to the applicable Repo Counterparties with respect to Repo Transactions that remain unsatisfied after the exercise by any such Repo Counterparty of remedies (including set off) pursuant to the applicable Repo Agreement, whether for the payment of money, delivery of securities or the performance or non-performance of any other act;

"Reserved Matter" means any proposal as specified in Schedule 1 to the Agency Agreement to, among other things, change any date fixed for payment of principal or interest in respect of the Notes, to reduce the amount of principal or interest payable on any date in respect of the Notes, to alter the method of calculating the amount of any payment in respect of the Notes or the date for any such payment, to effect the exchange, substitution or conversion of the Notes into shares, bonds or other obligations or securities, to change the currency of any payment under the Notes, to modify any provisions of the Security Trust Deed other than such modifications that are of a formal, minor or technical nature or made to correct a manifest error and other than such modifications that are not materially prejudicial to the Noteholders, or to change the quorum requirements relating to meetings or the majority required to pass an Extraordinary Resolution;

"Reuters Screen" means, when used in connection with a designated page and any designated information, the display page so designated on the Reuter Monitor Money Rates Service (or such other page as may replace that page on that service for the purpose of displaying such information);

"Reverse Repo Obligations" means the aggregate unpaid amounts owing by the Issuer to the applicable Reverse Repo Counterparties with respect to Reverse Repo Transactions that remain unsatisfied after the exercise by any such Reverse Repo Counterparty of remedies (including set off) pursuant to the applicable Reverse Repo Agreement, whether or not for the payment of money, delivery of Reverse Repo Securities or the performance or nonperformance of any other act;

"Secured Creditors" means, collectively, each of the following (in no order of

priority):

(a) all holders of Notes;





(b) all other holders of obligations for borrowed money constituting Secured Obligations;

(c) the Security Trustee, as security trustee and any Receiver or Insolvency Administrator appointed under the Security Trust Deed;

(d) all Securities Agents acting in such capacity under the applicable Programme Documents;

(e) the Custodian and the Cash Manager under the Custody Agreement and each TriParty Custodian under a Tri-Party Agreement;

(f) any Securities Intermediary under any Account Control Agreement;

(g) all Derivative Counterparties with respect to Derivatives, Repo Counterparties with respect to Repo Transactions and Reverse Repo Counterparties with respect to Reverse Repo Transactions;

(h) all Liquidity Providers and Liquidity Agents under the Liquidity Facilities;

(i) the Administrator under the Administration Agreement;

(j) the Irish Corporate Services Provider under the Irish Corporate Services Agreement;

–  –  –

(m) the Performance Undertaking Provider;

(n) the Bridge Lender;

(o) the Purchaser under the Arrangement and Administration Agreement;

(p) the shareholders of the Issuer in respect of the Equity Amount; and (q) all other holders of Secured Obligations.

"Secured Obligations" means, collectively (a) the CP Obligations, (b) the Senior Term Note Obligations, (c) the Senior Subordinated Note Obligations, (d) the Junior Secured Obligations, (e) the Bridge Loan Obligations, (f) the Liquidity Obligations, (g) the Derivative Obligations, (h) the Repo Obligations, (i) the Reverse Repo Obligations, (j) the Administrative Expenses, (k) the Operating Expenses, (l) obligations of the Issuer and/or the Co-Issuer in respect of other debt securities issued by the Issuer and/or the Co-Issuer and other obligations of the Issuer or the Co-Issuer for borrowed money, in each case (i) that by their terms are to be included within "Secured Obligations" and (ii) notice of which shall have been given to the Security Trustee and the Rating Agencies by the Issuer, (m) all obligations of the Issuer to the Security Trustee under the Security Trust Deed and (n) all other obligations of the Issuer or the Co-Issuer that by their terms are to be included within "Secured Obligations" and notice of which shall have been given to the Security Trustee by the Issuer; provided that "Secured Obligations" shall not include (A) obligations of the Issuer to the Co-Issuer or of the Co-Issuer to the Issuer, as the case may be, or (B) indemnity obligations of the Issuer to present and former officers pursuant to the Articles of Association of the Issuer;

"Security" means the security constituted by or pursuant to the Security Documents;

"Senior Creditors" means the holders of the Senior Obligations;

"Senior Notes" means, collectively, the Commercial Paper and the Senior Term Notes;

"Senior Obligations" means, at any time of determination collectively, the following items that have not theretofore been paid pursuant to Clauses 7.2(a) or 7.3(a) of the Priority of Payments, (a) the CP Obligations and the Senior Term Note Obligations, (b) the Bridge Loan Obligations, (c) the Liquidity Obligations, (d) the Settlement Obligations (e) the Derivative Obligations and (f) the Repo Obligations and Reverse Repo Obligations; provided that "Senior Obligations" shall not include any subordinated obligations that, by their terms, are to be excluded from "Senior Obligations";

"Senior Subordinated Note 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 repayment date, if any, on, the Senior Subordinated Notes and the obligations of the Issuer, or as the case may be, the Issuer and the Co-Issuer, to any Term Note 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 Senior Subordinated Notes provided for in the Term Note Programme Agreements, and, except as otherwise restricted above, all other amounts owing from time to time under the Term Note Programme Agreements, 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 nonperformance of any act;

"Senior Subordinated Obligations" means, collectively, (a) the Senior Subordinated Note Obligations, and (b) obligations of the Issuer and/or the Co-Issuer in respect of other debt securities issued by the Issuer and/or the Co-Issuer and other obligations of the Issuer or the Co-Issuer for borrowed money, in each case (i) that, by their terms are to be included within "Senior Subordinated Obligations" and (ii) notice of which shall have been given to the Security Trustee by the Issuer; provided that "Senior Subordinated Obligations" shall not include any subordinated obligations that, by their terms, are to be excluded from "Senior Subordinated Obligations", including the Senior Obligations and the Junior Obligations;

"Senior Term Note 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 repayment date, if any, on, the Senior Term Notes and the obligations of the Issuer, or as the case may be, the Issuer and the Co-Issuer, to any Term Note 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 Senior Term Notes provided for in the Term Note Programme Documents, and, except as otherwise restricted above, all other amounts owing from time to time under the Term Note Programme 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;

"Settlement Obligations" means the aggregate unpaid amounts owing by the Issuer (a) with respect to the purchase of Investments (except for Derivatives) to be acquired by the Issuer and (b) to the applicable Reverse Repo Counterparties with respect to Reverse Repo Transactions in connection with the entry into the applicable Reverse Repo Agreement, in each case, 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;

"Specified Currency" has the meaning given in the relevant Final Terms;

"Specified Denomination(s)" has the meaning given in the relevant Final Terms;

"Specified Office" has the meaning given in the Agency Agreement;

"Subordinated Creditors" means (i) the CN Holders and (ii) the Manager (to the extent that the Subordinated Management Fee is due and unpaid) and "Subordinated Creditor" means each and any of them;

"Subordinated Notes" means Senior Subordinated Notes and the Capital Notes;

"Subordinated Liabilities" means any Secured Liabilities owing to Subordinated Creditors;

"Subordinated Management Fee" has the meaning set forth in the Manager Fee Letter;

"S&P" means Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies Inc.;

"TARGET Business Day" means a day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is operating credit and transfer instructions in respect of payments in Euro;

"TARGET System" means the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System;

"Telerate" means, when used in connection with any designated page and any designated information, the display page so designated on the Dow Jones Telerate Service (or such other page as may replace that page on that service, or such other service as may be nominated as the information vendor, for the purpose of displaying such information);

"Transaction Documents" means the Transaction Terms Agreement, the Security Trust Deed, the Performance and Indemnity Deed, the Jersey Security Agreement, all other Security Documents, the Management Agreement, the Custody Agreement, the Bridge Documents, each Tri-Party Agreement, the Programme Documents, each Repo Agreement, each Reverse Repo Agreement, each document and agreement evidencing or otherwise entered into as part of any Derivative and each Liquidity Loan Facility and each other document or agreement evidencing or otherwise entered into in connection with the Liquidity Facilities;

"Transfer Agents" means JPMorgan Chase Bank, N.A., London Branch, and such other transfer agent as is appointed under the Agency Agreement from time to time;

"Transaction Terms Agreement" means the Transaction Terms Agreement dated on or around the Closing Date between, among others, the Issuer, the Co-Issuer, the Purchaser, the Administrator, Global Securitization Services, LLC as U.S. Corporate Services Provider, J.P.Morgan Bank (Ireland) Plc, as Irish Corporate Services Provider, the Security Trustee, the Manager, the Performance Undertaking Provider, the Euro Dealers, the U.S. Dealers and the Liquidity Providers;



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