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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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Payment Payments of principal and interest in respect of Notes represented by a Global Note will be made without presentation, or if no further payment is to be made in respect of the Notes, against presentation and surrender of such Global Note to or to the order of the Principal Paying Agent or such other Paying Agent as shall have been notified to the Noteholders for such purpose and will be effective to satisfy and discharge the corresponding liabilities of the Issuer in respect of the Notes. On each occasion on which a payment of principal or interest is made in respect of the Global Note, the Issuer and/or the Issuers, as applicable, shall procure that the same is noted on the Register.

Exercise of put option

In order to exercise the option contained in Condition 12(d) (Redemption at the option of Noteholders) the relevant holder of the Note represented (in whole or in part) by such Global Note must, within the period specified in the Terms and Conditions, give written notice of such exercise to the Registrar specifying the principal amount of Notes in respect of which such option is being exercised. Upon the exercise of such redemption, the Principal Paying Agent shall make the appropriate notation on the relevant Global Note.

Notices

Notwithstanding Condition 21 (Notices), while all the Notes are represented by a Global Note and such Global Note is deposited with a depositary or a common depositary for Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system, notices to Noteholders may be given by delivery of the relevant notice to Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system or successor depositary and, in any case, such notices shall be deemed to have been given to the Noteholders in accordance with Condition 21 (Notices) on the date of delivery to Euroclear and/or Clearstream, Luxembourg and/or DTC and/or any other relevant clearing system or successor depositary; provided that, so long as the Notes are listed on the Irish Stock Exchange and its rules so require, notices will also be published in a leading newspaper having general circulation in Ireland (which is expected to be the Financial Times) and will be forwarded in final form to the Irish Stock Exchange no later than the date of dispatch.

Clearing and Settlement Clearing and settlement of the Notes will be effected in accordance with the operating procedures of Euroclear, Clearstream, Luxembourg and DTC.

–  –  –

Carrera Capital Finance Limited Carrera Capital Finance Limited (the "Issuer") was incorporated as a public company with limited liability under the provisions of the Companies (Jersey) Law 1991, as amended, (for an unlimited duration) in Jersey on the 25 November 2005 under registration number 91806. The registered office of the Issuer is at Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG, phone number: +44 1534 504 000, at which address the Issuer's register of members is kept. The Issuer has its "centre of main interest", as that term is used in Article 3(i) of the EU Insolvency Regulation, in Jersey and will not move its "centre of main interests" to another jurisdiction.

The Issuer and the Co-Issuer have established the Senior Term Note, Senior Subordinated Note and Capital Note Programme. The maximum aggregate nominal amount of Notes outstanding is limited to the respective Programme Limits in relation to the Senior Notes, the Senior Subordinated Notes and the Capital Notes, although such limits may be increased without the consent of any of the holders of Notes.

The Issuer's Investment Objectives are set out in Schedule 1 to the Management Agreement and described below under "The Issuer's Business - Investment Objectives".

The Issuer has been established as a special purpose vehicle for the purpose of issuing asset backed securities.

–  –  –

Ordinary Shares of £1.00 par value each The Issuer's indebtedness may increase to an amount greater than indicated above post 30 June 2006, but in any event will not increase to an amount greater than the aggregate amount provided for in the Bridge Loan Agreement.

Solely for the convenience of the reader, the amount of the Issuer's indebtedness has been converted into British Pounds at the exchange rate of £1.00 = €1.448. No representation is made in this Base Prospectus that the Euro amount could have been converted into British Pounds at any particular rate or at all.

On 9 June 2006, the Issuer, as borrower, and HSH Nordbank AG, as lender (the "Bridge Lender"), entered into a bridge loan facility agreement (the "Bridge Loan Agreement") whereby the Bridge Lender agreed to make available to the Issuer a term loan facility in an aggregate amount equal to EUR 2,305,000,000 for the purchase of asset backed securities from HSH Nordbank Securities S.A., Rasmus Purchase No. 1 Limited and Rasmus Purchase No.2 Limited or to make advances or other payments to Carrera Capital Finance Ireland Limited under and pursuant to a swap agreement. The term loan will become due and payable on the 45th day following the advance of the first loan as provided in the Bridge Loan Agreement.

Other than as disclosed above, as at the date hereof, since 25 November 2005 (being the date of incorporation of the Issuer) there has been no significant change in the financial or trading position of the Issuer or the Co-Issuer.





Except for the security created by or pursuant to the Security Documents, the Issuer has, as at the date hereof, created no other mortgages or security interests over its assets and revenues. The Senior Term Notes, all other Senior Notes, the Senior Subordinated Notes and the Capital Notes will be secured notes pursuant to the terms of the Security Documents.

Directors and Secretary of the Issuer

The directors of the Issuer are (the "Directors"):

–  –  –

The business address of each of the Directors, and the head office of the Issuer, is Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG.

The Secretary of the Issuer is Ogier SPV Services Limited, which has its registered office at Whiteley Chambers, Don Street, St. Helier, Jersey JE4 9WG.

Reporting The Issuer's financial year end is 31 December.

The Issuer has appointed Deloitte & Touche whose registered address is at Deloitte & Touche House, Earlfort Terrace, Dublin 2, Ireland as its auditors.

Carrera Capital Finance LLC Carrera Capital Finance LLC (the "Co-Issuer") is a limited liability company organised on 18 January 2006 under the laws of the State of Delaware, phone number: +(1) 302-658-7581 and is wholly owned by the Issuer. The registered office of the Co-Issuer is Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, USA. The Co-Issuer has been established as a special purpose vehicle for the purpose of issuing asset backed securities. The sole business of the Co-Issuer is the co-issuance and sale of securities pursuant to Rule 144A with the Issuer. The Co-Issuer will not receive any part of the proceeds of the Notes issued under the Programme pursuant to Rule 144A and the Co-Issuer does not, and will not, have any assets other than its capital account.

Directors of the Co-Issuer Global Securitization Services LLC is the sole director of the Co-Issuer. The business address of the sole director is 455 Broad Hollow Road, Suite 239, Melville, New York 11747, USA.

Carrera Capital Finance (Ireland) Limited Carrera Capital Finance Ireland Limited (the "Purchaser") was incorporated under the laws of Ireland on 9 February 2006 with limited liability having registered number 415184. The Purchaser is managed and controlled by its board of directors in Ireland in accordance with its articles of association and its registered office is at J.P. Morgan Bank House, IFSC, Dublin 1, Ireland, at which address its register of members is kept. All of the Purchaser's shares are held on trust by Badb Charitable Trust Limited, Medb Charitable Trust Limited and Eurydice Charitable Trust Limited, as trustees for the benefit of one or more Irish entities having a charitable purpose. The registered office of the Purchaser is J.P. Morgan Bank House, IFSC, Dublin 1, Ireland.

The activities of the Purchaser are limited to the purchasing of certain financial assets with funds provided by the Issuer or entering into total return Derivatives with the Issuer.

–  –  –

The Issuer has been established for the limited purpose of carrying on business as an investment company within certain guidelines, including those described in this section. The Issuer has not previously carried on any business activities other than those incidental to its registration, the offering and sale of its debt securities, its entry into the Transaction Documents and certain other matters incidental thereto. The Issuer has retained the Manager pursuant to the Management Agreement to provide advice and assistance in relation to its acquisition, funding and management of the Portfolio.

The Eligibility Criteria for assets to be purchased by the Issuer described below have been designed to ensure that the assets on which the Notes are secured have the characteristics and are capable of producing funds to service payments of principal, interest and other amounts payable on the Notes.

Acquisition and Management of the Portfolio Investment Objectives The Manager, to the extent of its powers and discretions (and subject to its obligations) under the

Management Agreement, will help the Issuer achieve the following Investment Objectives:

(a) achieving a stable return on the Portfolio, subject to paragraphs (b) through (d);

(b) Acquiring Eligible Investments, including by entering into Reverse Repo Transactions, with a view to holding them to maturity;

(c) managing the credit risks associated with the conduct of the Issuer's business; and (d) maintaining the initial ratings of those Securities that are rated.

Acquisition and disposal of Investments Subject to certain restrictions, including compliance with the Eligibility Criteria referred to below, the Manager may, in the name of and as agent of the Issuer, acquire and dispose of Investments and Associated Derivatives of any kind at such times as the Manager (in its sole and absolute discretion) thinks fit in order for the Issuer to attain the Investment Objectives.

The Issuer's activities (or Manager's activities acting on behalf of the Issuer) shall conform with the

following guidelines:

(a) the Manager shall perform all activities in connection with its duties under the Management Agreement (other than administrative duties related solely to the issuance and payment of Notes or Commercial Paper) from locations outside the United States of America;

(b) the Issuer shall not participate in, and the Manager shall not permit the Issuer to participate in, any lending or underwriting syndicate, the agent, manager or other arranger for which acts in connection therewith from any office or other location in the United States of America, nor shall the Issuer purchase any Debt Security directly from any Obligor in connection with its original issuance through any placement agent or arranger that acts in connection therewith from an office or other location in the United States of America;

(c) neither the Issuer nor the Manager (acting on behalf of the Issuer) shall directly or indirectly purchase a Debt Security in connection with its original issuance unless the Issuer purchases less than one-third of the total principal amount of the securities issued in such Debt Security's issuance;

(d) neither the Issuer nor the Manager (acting on behalf of the Issuer) shall purchase any Investment that is not denominated as debt under relevant law unless (a) such Investment is debt for United States Federal income tax purposes, or (b) it has obtained advice of counsel that ownership of, or entering into, such instrument will not cause the Issuer to be engaged in a trade or business within the United States for such purposes; and if the Manager becomes aware of any change in the Code or the Treasury regulations promulgated thereunder or of any judicial decision that is directly relevant to the question of whether the Issuer would be treated as being engaged in a trade or business in the United States, the Manager shall seek the advice from nationally recognised tax counsel as to whether any activity otherwise permitted by the Acquisition Procedures specified in paragraphs 1 through 4 could, as a result of such change in the Code or the Treasury regulations promulgated thereunder or such judicial decision, result in the Issuer being treated as being engaged in a trade or business in the United States; if such tax counsel determines that the Issuer could be treated as being engaged in a trade or business in the United States as a result of any activity otherwise permitted by the Acquisition Procedures specified in paragraphs 1 through 3, the Manager shall thereafter refrain from engaging in such activity.

Eligibility Criteria Eligible Debt Securities A Debt Security shall be an "Eligible Debt Security" if such Debt Security meets the following

criteria:

(a) except as provided in sub-clauses (b) and (c):

–  –  –

(iii) upon its Acquisition the Issuer has sufficient available capital and liquidity to maintain the then current ratings of the Senior Notes; and

–  –  –

(b) it is a senior debt obligation (whether secured or unsecured) owing by the Purchaser to the Issuer or is a total return Derivative between the Purchaser and the Issuer; or (c) the Rating Agencies have provided a Rating Confirmation that such Debt Security qualifies as an Eligible Debt Security.

"Acquire", "Acquired", "Acquiring" or "Acquisition" when used in respect of any Investment or Associated Derivative, means an Investment or Associated Derivative that has been, is being, or will be, purchased or entered into, or the purchasing of or entering into such Investment or Associated Derivative, as the case may be.

Excluded Debt Securities



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