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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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Reporting of Certain Events The Manager shall report, inter alia, to the Issuer's Board of Directors, the Dealers, the Securities Agents, the Liquidity Providers, the Liquidity Agents, the Repo Counterparties, the Reverse Repo Counterparties, the Capital Noteholders, the Derivative Counterparties and the Security Trustee the occurrence of an Enforcement Event, a Restricted Funding Event or a Restricted Investment Event with respect to the Portfolio and each Specified Portfolio (provided that only the relevant Repo Counterparties, Reverse Repo Counterparties and Capital Noteholders are entitled to such report relating to a Specified Portfolio) or the termination of the appointment of the Manager immediately upon the Manager becoming aware of the same.

The Manager shall also report to the Security Trustee, the Liquidity Providers, the Liquidity Agents and the Dealers any breach of the Enforcement Management Procedures between the Enforcement Date and the date of appointment of a Receiver.

The Manager is further required to provide to the Board of Directors of the Issuer's and the Rating Agencies such information concerning the affairs of the Issuer and the Co-Issuer as they may reasonably request and which is in the Manager's possession or power to obtain.

Monthly Investor Report The Manager is required to prepare and distribute to the Issuer, the Rating Agencies, the Dealers, the Securities Agents (for transmittal to the relevant holders of Commercial Paper, Senior Term Notes, Senior Subordinated Notes and Capital Notes), the Liquidity Providers and the Security Trustee a monthly investment report which shall include the following information (a) a statement of paid up capital of the Issuer (by currency);

(b) the aggregate amount of Committed Liquidity (if any) and the sources thereof;

(c) the weighted average life of the Senior Notes;

(d) information regarding the Issuer's compliance with the following Portfolio Limits tests with respect to the Portfolio and, in the case of Senior Subordinated Noteholders and Capital Noteholders, in addition to the foregoing, information regarding the aggregate assets and liabilities of the Issuer Allocated to the related Specified Portfolio and the Issuer's compliance with the following Portfolio Limit tests with respect to each Specified Portfolio to which such

investor's Notes have been Allocated:

–  –  –

(e) information showing:

(i) the aggregate credit risk to which the Issuer is exposed from its investments; and (ii) the percentage of the Investments within each rating category; and (f) a list of all Liquidity Providers, Derivative Counterparties, Repo Counterparties and Reverse Repo Counterparties.

Operating Modes Normal Operations Unless a Restricted Investment Event, or a Restricted Funding Event with respect to a Specified Portfolio is continuing or an Enforcement Event has occurred, the Issuer (and the Manager on the Issuer's behalf) shall be permitted to issue and allocate to the respective Specified Portfolio any Securities, enter into Repo Transactions and Reverse Repo Transactions, enter into Liquidity Facilities, Acquire Investments, enter into Associated Derivatives, and engage in activities incidental to the foregoing, all generally in accordance with the requirements described herein and as set forth in the Operating Manual. Upon the occurrence of a Restricted Investment Event, a Restricted Funding Event or an Enforcement Event, the Issuer (and the Manager) shall be subject to certain additional restrictions described below.

Restricted Investment Procedures

Upon the occurrence and during the continuance of a Restricted Investment Event with respect to any Specified Portfolio or the entire Portfolio, and prior to the occurrence of a Restricted Funding Event with respect to any Specified Portfolio or the entire Portfolio or an Enforcement Event, the Manager shall comply with the procedures set forth below (the "Restricted Investment Procedures") with

respect to such Specified Portfolio or the entire Portfolio, as the case may be:

(a) no Senior Notes may be issued by the Issuer and/or Co-Issuer which would be Allocated to such Specified Portfolio or the entire Portfolio, as applicable, except for

–  –  –

(c) no interest or principal other than the Base Interest may be paid to the holders of the Capital Notes or Senior Subordinated Notes Allocated to such Specified Portfolio or the entire Portfolio, as applicable, until the Senior Obligations Allocated to such Specified Portfolio or the entire Portfolio, as applicable, have been paid in full;

(d) no deferred interest shall be paid to the holders of the Capital Notes or Senior Subordinated Notes Allocated to such Specified Portfolio or the entire Portfolio, as applicable, until the Senior Obligations Allocated to such Specified Portfolio or the entire Portfolio, as applicable, have been paid in full;

–  –  –

Restricted Funding Procedures Upon the occurrence and during the continuance of a Restricted Funding Event with respect to any Specified Portfolio or the entire Portfolio, and prior to the occurrence of an Enforcement Event, the Manager shall comply with the procedures set forth below (the "Restricted Funding Procedures")





with respect to such Specified Portfolio or the entire Portfolio, as the case may be:

(a) no Senior Notes, may be issued by the Issuer or Co-Issuer which would be Allocated to such Specified Portfolio or the entire Portfolio, as applicable;

(b) new Investments may only be Acquired by the Issuer which would be Allocated to such Specified Portfolio or the entire Portfolio, as applicable for the purpose of shortterm cash management by Acquiring Cash Equivalent Assets;

(c) the proceeds of any Investments Allocated to such Specified Portfolio or the entire Portfolio, as applicable (whether obtained pursuant to a repayment or prepayment of such Investment, a sale of such Investment or by other means) may only be (i) applied to maturing Securities and other Secured Obligations Allocated to such Specified Portfolio or the entire Portfolio, as applicable, or (ii) invested for the purpose of shortterm cash management by Acquiring Cash Equivalent Assets until application as provided in clause (i);

(d) no interest or principal may be paid to the holders of the Subordinated Notes Allocated to such Specified Portfolio or the entire Portfolio, as applicable, until the

–  –  –

"Cash Equivalent Assets" means any one or more of the following types of investments: (a) Liquidity Eligible Short-term Demand Deposits, (b) Liquidity Eligible Breakable Deposits, (c) Liquidity Eligible Money Market Funds and (d) any other investment which the Issuer in consultation with the Rating Agencies treats as cash or its equivalent.

Enforcement Procedures

Upon the Confirmation of an Enforcement Event and until the occurrence of a Mandatory Acceleration Event, the Manager (in such capacity, the "Enforcement Manager") shall exercise the Manager Standard, or if the Manager's role as Enforcement Manager has been terminated pursuant to the Management Agreement, the Security Trustee shall, pending the appointment of a Substitute Manager pursuant to Clause 3.2 (Replacement of Manager) of the Security Trust Deed but in any event for no longer than the period of 60 days contemplated therein, use reasonable endeavours to procure that the procedures set forth below (the "Enforcement Procedures") with respect to the Portfolio are complied with and shall be exclusively entitled (to the exclusion of the Manager, the Issuer and each other person) to follow the Enforcement Procedures and to take any enforcement actions against the Collateral (including the U.S. Collateral, if any, and the Jersey Collateral) provided in the Security Trust Deed (to the extent that compliance with the Enforcement Procedures does not adversely affect the interests of the Secured Creditors).

Where the Enforcement Manager or the Security Trustee (or Receiver on its behalf), as applicable, is required to make such determination and there exists a conflict between the interests of (i) the Senior Creditors and the interests of the other Secured Creditors, the Enforcement Manager or the Security Trustee (or Receiver), as applicable, will give priority to the interests of the Senior Creditors, or (ii) the Senior Subordinated Creditors and any other Secured Creditor (other than a Senior Creditor), the Enforcement Manager, the Security Trustee (or Receiver), as applicable, will give priority to the interests of the Senior Subordinated Creditors:

–  –  –

(c) the Enforcement Manager shall calculate forward projected cash requirements and meet those with the sale or other disposition of Investments (including, if necessary, the early termination of Reverse Repo Transactions and, if designated as an Investment, Repo Transactions, if permitted in accordance with the terms thereof) and liquidity Advances generated pursuant to clause (b);

(d) where Investments are sold pursuant to clause (c) that have Associated Derivatives related thereto, the Enforcement Manager shall terminate such Associated Derivatives (if possible, without breach of their terms) at the same time as the sale of such Investments or shall make best endeavours to replace such Associated Derivatives with equivalent but offsetting Derivatives;

(e) if the Enforcement Manager, in its discretion, considers it necessary or appropriate, redeem those Senior Notes (if any) that by their terms provide for annual redemption options under the occurrence of an Enforcement Event;

–  –  –

(g) with respect to Investments for which there are Obligor defaults, the Enforcement Manager shall take reasonable steps to sell or otherwise dispose of such Investments (including to cause the early termination of Reverse Repo Transactions and, if designated as an Investment, Repo Transactions, if permitted in accordance with the terms thereof) and to terminate Associated Derivatives with respect thereto (if possible, without breaching their terms) within a month of the Obligor default unless the Enforcement Manager determines that it is in the best interest of the Issuer to manage the Investment (and the Associated Derivative) in a manner that is more beneficial to the Issuer, in which case it should be managed in such manner;

(h) with respect to any Associated Derivative for which the related Derivative Counterparty has defaulted, the Enforcement Manager shall, if reasonably practicable, replace such Associated Derivative with an Eligible Derivative or shall take other reasonable steps to remove market risk caused by such defaults; and (i) The Enforcement Manager shall take all reasonable steps to minimise exposure of the Portfolio to market risks.

In following the Enforcement Procedures and taking any enforcement actions against the Collateral the Security Trustee shall be entitled to rely absolutely upon the advice of the Manager or any other person selected by it in accordance with the terms of the Security Trust Deed (including, Clause 8.1(x) (Exculpatory provisions), Clause 8.2 (Delegation of duties) and 8.3 (Reliance by the Security Trustee) of the Security Trust Deed) and the Manager or such other person shall have the power and authority to deal with the Collateral on behalf of and as an agent for the Security Trustee subject to compliance with the provisions of the Security Trust Deed and any directions provided by the Security Trustee from time to time. The Security Trustee shall have the ability to revoke the authority of the Manager or such other person at any time.

–  –  –

Description of the Manager The Manager is a company organised under the laws of Luxembourg. It has its registered office at 2, rue Jean Monnet, L-2180 Luxembourg, phone number: + 352 4241 411. It is a subsidiary of HSH Nordbank AG which was formed on 2 June 2003 by a merger of Landesbank Schleswig-Holstein (LB Kiel) and Hamburgische Landesbank. The decision to merge the two banks was announced on 9 September 2002 and the state contract between the Free and Hanseatic City of Hamburg and the State of Schleswig-Holstein to merge the two banks into a single public limited company (an "Aktiengesellschaft") was signed on 4 February 2003.

As at the date of this Base Prospectus, the owners of the post-merger bank were as follows:

–  –  –

As at the date of this Base Prospectus, HSH Nordbank AG has the following ratings for its senior unsecured and unguaranteed obligations: short-term P-1 and long-term A1 (with stable outlook) from Moody's, short-term A-1 and long-term A (with stable outlook) from Standard & Poor's and shortterm F1 and long-term A (with stable outlook) from Fitch.

A credit rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, revision or withdrawal at any time by the assigning rating organisation. A suspension, reduction or withdrawal of the rating assigned to any securities may adversely affect the market price of such securities.

HSH Nordbank AG is regulated by the German Federal Financial Supervisory Agency (BAFin) and the German Central Bank (Deutsche Bundesbank).

The following are the principal subsidiaries of HSH Nordbank as at 31 December 2005:

–  –  –

Notes Formerly named: Nobis Société des Banques Privées S.A., Luxemburg.

Formerly named: HSH Nordbank International S.A., Luxemburg.

As subsidiary of HSH Nordbank Securities S.A., Luxembourg.

As subsidiary of HSH N Composits GmbH, Kiel.

As subsidiary of HSH N Real Estate AG, Hamburg.

Name and registered office of the associated company Percentage of capital held

–  –  –



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