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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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Notices to the Noteholders shall be valid if published in a leading English language daily newspaper published in London (which is expected to be the Financial Times) and, if the Notes are listed on the Irish Stock Exchange and the rules of that exchange so require, a leading newspaper having general circulation in Ireland (which is expected to be the Financial Times) or in either case, if such publication is not practicable, in a leading English language daily newspaper having general circulation in Europe. Any such notice shall be deemed to have been given on the date of first publication (or if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers). In addition, if and so long as Notes are listed on the Irish Stock Exchange and the rules of the Irish Stock Exchange so require, any notices to Noteholders shall also be forwarded to the Company Announcement Office of the Irish Stock Exchange no later than the day of dispatch.

22. CURRENCY INDEMNITY If any sum due from the Issuer in respect of the Notes or any order or judgment given or made in relation thereto has to be converted from the currency (the "first currency") in which the same is payable under these Conditions or such order or judgment into another currency (the "second currency") for the purpose of (a) making or filing a claim or proof against the Issuer, (b) obtaining an order or judgment in any court or other tribunal or (c) enforcing any order or judgment given or made in relation to the Notes, the Issuer shall indemnify each Noteholder, on the written demand of such Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Principal Paying Agent, against any loss suffered as a result of any discrepancy between (i) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which such Noteholder may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgment, claim or proof.

This indemnity constitutes a separate and independent obligation of the Issuer and shall give rise to a separate and independent cause of action.

23. GOVERNING LAW AND JURISDICTION

(a) Governing law: The Notes are governed by, and shall be construed in accordance with, the laws of England and Wales.

(b) Jurisdiction: The Issuer agrees for the benefit of the Noteholders that the courts of England shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any disputes, which may arise out of or in connection with the Notes (respectively, "Proceedings" and "Disputes") and, for such purposes, irrevocably submits to the nonexclusive jurisdiction of such courts.

Each of the Issuer and the Co-Issuer also agrees for the benefit of the U.S. Dealers that any Proceedings or Disputes may be brought in the courts of the State of New York or the courts of the United States of America located in the County of New York and, for such purposes, irrevocably consent and irrevocably submit to the non-exclusive jurisdiction of each such court.

(c) Appropriate forum: The Issuer irrevocably waives any objection which it might now or hereafter have to the courts of England being nominated as the forum to hear and determine any Proceedings and to settle any Disputes, and agrees not to claim that any such court is not a convenient or appropriate forum.

Each of the Issuer and the Co-Issuer also irrevocably waives any objection that they may now or hereafter have to the laying of venue of any Proceeding or Dispute brought in the United States federal courts located in the County of New York or the courts of the State of New York located in the County of New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any Proceeding or Dispute brought in any such court have been brought in an inconvenient forum.

(d) Process agent: The Issuer agrees that the process by which any Proceedings in England are begun may be served on it by being delivered to HSH Nordbank AG, London Branch, at Moorgate Hall, 155 Moorgate, London, EC2M 6UJ, United Kingdom, or, if different, its registered office for the time being. If such person is not or ceases to be effectively appointed to accept service of process on the Issuer's behalf, the Issuer shall, on the written demand of any Noteholder addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Principal Paying Agent, appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Noteholder shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer or to the Specified Office of the Principal Paying Agent. Nothing in this paragraph shall affect the right of any Noteholder to serve process in any other manner permitted by law.

Each of the Issuer and the Co-Issuer also irrevocably designates, appoints and empowers HSH Nordbank AG, New York Branch, with offices currently at 230 Park Avenue, New York, New York 10169-0005, United States of America, attention: General Counsel, as its designee, appointee and agent to receive, accept and acknowledge for and on its behalf, and its properties, assets and revenues, service of any and all legal process, summons, notices and documents that may be served in any Proceedings or Disputes in any such United States Federal or state court located in the County of New York and that may be made on such designee, appointee and agent in accordance with legal procedures prescribed for such courts.





If for any reason such designee, appointee and agent hereunder shall cease to be available to act as such, the Issuer and the Co-Issuer agree to designate a new designee, appointee and agent in the County of New York on the terms and for the purposes of this Condition. Each of the Issuer and the Co-Issuer further hereby irrevocably consents and agrees to the service of any and all legal process, summons, notices and documents in any such Proceedings or Disputes by serving a copy thereof upon the relevant agent for service of process referred to in this Condition (whether or not the appointment of such agent shall for any reason prove to be ineffective or such agent shall accept or acknowledge such service) or by mailing copies thereof by registered or certified air mail, postage prepaid, to the Issuer and the Co-Issuer, if applicable, at their respective addresses specified in or designated pursuant to these Conditions. Each of the Issuer and the Co-Issuer agrees that the failure of any such designee, appointee and agent to give any notice of such service to it shall not impair or affect in any way the validity of such service or any judgment rendered in any action or proceeding based thereon. Nothing herein shall in any way be deemed to limit the ability of the U.S. Dealers to service any such legal process, summons, notices and documents in any other manner permitted by applicable law or to obtain jurisdiction over the Issuer or the Co-Issuer or bring actions, suits or proceedings against them in such other jurisdictions, and in such manner, as may be permitted by applicable law.

(e) Non-exclusivity: The submission to the jurisdiction of the courts of England and New York shall not (and shall not be construed so as to) limit the right of any Noteholder to take Proceedings in any other court of competent jurisdiction, nor shall the taking of Proceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not) if and to the extent permitted by law.

24. LIMITED RECOURSE AND NO PETITION

(a) Investors acknowledge and agree that all payments by the Issuers shall be payable solely from the realisation of the Collateral and shall be made in accordance with the Transaction Documents. Notwithstanding any provisions contained in a Transaction Document to the contrary, no Issuer shall, or shall be obligated to, pay any fees, costs, expenses or other liabilities due pursuant to any Transaction Document unless such Issuer has funds which may be used to make such payment in accordance with the Transaction Documents. Any amount which an Issuer does not pay pursuant to the operation of the preceding sentence shall not constitute a claim against or corporate obligation of such Issuer for any such insufficiency unless and until such Issuer has funds which may be used to make such payment.

(b) No recourse under any obligation, covenant, or agreement (including the payment of any fees or any other obligations) of an Issuer contained in any Transaction Document or any agreement, instrument or document entered into by such Issuer shall be had against any shareholder, officer, agent or director of such Issuer as such, by the enforcement of any assessment or by any legal proceeding, by virtue of any statute or otherwise; it is expressly agreed and understood that each Transaction Document to which an Issuer is expressed to be a party is a corporate or limited liability company obligation of such Issuer, and no personal liability shall attach to or be incurred by the shareholders, officers, agents or directors of such Issuer as such, or any of them, under or by reason of any of the obligations, covenants or agreements of any Issuer contained in or implied from any of the Transaction Documents, and that any and all personal liability for breaches by any Issuer of any of such obligations, covenants or agreements, either under any applicable law, or by statute or constitution, of every shareholder, officer, agent or director of each Issuer is hereby expressly waived by each investor as a condition of and consideration for the execution of that Transaction Document.

(c) Investors agree that they shall not, until at least two years and one day after full payment of all of the Obligations, take any corporate action or other steps or legal proceedings, or join any other person in taking any corporate action or other steps or legal proceedings, in each case under the laws of any applicable jurisdiction, for the winding-up, dissolution, liquidation, examination, administration or re-organisation or any equivalent or analogous proceedings or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator, examiner or similar officer of an Issuer or of the Issuer's revenues and assets.

(d) The provisions of this Condition 24 shall survive the termination or expiry of each Transaction Document and the resignation or removal of any party thereto.

–  –  –

The net proceeds from the issuance of any Notes pursuant to Rule 144A by the Issuer and Co-Issuer shall be due to the Issuer. The Co-Issuer shall not be entitled to, and shall not receive, any proceeds from the issuance of such Notes.

The net proceeds from the issuance of any Notes (whether issued pursuant to Rule 144A or Regulation S) may be used by the Issuer to repay indebtedness of the Issuer from time to time outstanding and to acquire or finance the holding of Investments within the parameters set out in "The Issuer's Business".

FORM OF FINAL TERMS

The Final Terms in respect of each Tranche of Notes will be substantially in the following form, duly supplemented (if necessary), amended (if necessary) and completed to reflect the particular terms of the relevant Notes and their issue. Any material changes to the Terms and Conditions will be made by the issuance of a supplement to the Base Prospectus. Text in this section appearing in italics does not form part of the form of the Final Terms but denotes directions for completing the Final Terms.

–  –  –

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 30 June 2006 [and the supplemental Prospectus dated [_]] which [together] constitute[s] a base prospectus for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (the ''Prospectus Directive''). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus [as so supplemented]. Full information on Carrera Capital Finance Limited and Carrera Capital Finance LLC and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. [The Base Prospectus, [the supplemental Prospectus] [and the Security Trust Deed] [the Term Note Agency Agreement] are available for viewing at Carrera Capital Finance Limited, Whiteley Chambers, Don Street, St Helier, Jersey, JE4 9WG, and Carrera Capital Finance LLC, Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, United States of America, and copies may be obtained from the specified office of the Principal Paying Agent.

[The following alternative language applies if the first tranche of an issue which is being increased was issued under a Base Prospectus with an earlier date.



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